UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~March~~June 3130, 2024

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

For the transition period from __________ to__________

Commission File Number: 000-56239

SAMSARA LUGGAGE, INC.

(Exact name of registrant as specified in its charter)

Nevada		26-0299456
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6 Broadway, Suite 934

New York, NY 10004

10004

(Address of principal executive offices)

(Zip Code)

917-522-3202

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 213,730,601 common shares as of ~~May~~August 3021, 2024

EXPLANATORY NOTE

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

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION		1
Item 1:	Financial Statements	1
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4:	Controls and Procedures	25
PART II – OTHER INFORMATION		36
Item 1:	Legal Proceedings	36
Item 1A:	Risk Factors	36
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3:	Defaults Upon Senior Securities	36
Item 4:	Mine Safety Disclosures	36
Item 5:	Other Information	36
Item 6:	Exhibits	36

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

F-1	~~F-1~~Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31,2023 (Audited);	~~Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023;~~
F-2	~~F-2~~Consolidated Statements of Operations for the six months ended June 30, 2024, and 2023 (Unaudited);	~~Consolidated Statements of Operations for the three months ended March 31, 2024, and 2023 (Unaudited);~~
F-3	~~F-3~~Consolidated Statement of Stockholders’ Equity (Deficit) for the periods ended June 30, 2024, and 2023 (Unaudited);	~~Consolidated Statement of Stockholders’ Equity (Deficit) for the periods ended March 31, 2024, and 2023 (Unaudited);~~
F-4	~~F-4~~Consolidated Statement of Cash Flows for the six months ended June 30, 2024, and 2023 (Unaudited); and	~~Consolidated Statements of Cash Flows for the three months ended March 31, 2024, and 2023 (Unaudited); and~~
F-5	~~F-5~~Notes to Consolidated Financial Statements (Unaudited).	~~Notes to Consolidated Financial Statements (Unaudited).~~

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended ~~March~~June 3130, 2024, are not necessarily indicative of the results that can be expected for the full year.

SAMSARA LUGGAGE, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per-share amounts)

(Unaudited)

				March 31, 2024			December 31, 2023
	June 30, 2024			December 31, 2023
				(U.S. dollars in thousands, except per share data)
ASSETS	Not Reviewed			Audited
ASSETS
Current Assets
CURRENT ASSETS:
Cash and Cash Equivalents	$	173		$	12
Cash and cash equivalents		4			157			12
Inventory		847			0
Inventory					892
Accounts Receivable		870			0
Accounts Receivables					1,134
Deposits		130			0
Related Party Receivables					799
Other Current Assets		1,959			0
Deposits, Prepayments, & Advances					133
Total Current Assets		3,979			12
Other current assets					160
Non-Current Assets
Total current assets					3,275			12
Property and Equipment		69			0
Property and Equipment, net
Right-of-Use assets		55			0
NON-CURRENT ASSETS:
Capital Work in Progress		655			0
Property, Plant and Equipment					78
Goodwill		8,978			0
Capital Work-In-Progress					648
Total Non-current Assets		9,757			0
Long Term Investments					8,400
Total Assets	$	13,736		$	12
Goodwill					327
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Total Non-Current Assets		5			9,454
Current Liabilities
Total Assets					12,729			12
Accounts Payable	$	1,812		$	327
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Lease Operating Liabilities		21			0
CURRENT LIABILITIES:
Related Party Payable		234			193
Accounts payable					1,966			327
Convertible Notes, net of discount		1,616			1,398
Other current liabilities					1,548			146
Other Current Liabilities		1,575			146
Related party payables					590			193
Total Current Liabilities		5,258			2,064
Convertible notes and short-term loans					1,304			1,398
Non-Current Liabilities
Total current liabilities		6			5,407			2,064
Lease Operating Non-Current Portion		37			0
Loan from ILUS					710
Other Non-Current Liabilities		145			0
Other Non-Current Liabilities					153			0
Total Long-Term Liabilities		182			0
Total Non-Current Liabilities		7			863			0
Total Liabilities		5,440			2,064
TOTAL LIABILITIES					6,270			2,064
Stockholders’ Equity
STOCKHOLDERS’ Equity		8
Convertible and redeemable preferred A shares, $0.0001 par value, 1,000,000 shares authorized, 0 and 80,698 shares outstanding as of June 30, 2024, and December 31, 2023, respectively		0			0
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, 416,000 and 0 shares outstanding as of June 30, 2024, and December 31, 2023, respectively		0			0
Preferred B shares, $0.0001 par value, 1,000,000 shares authorized, 352,500 and 0 shares outstanding as of March 31, 2024, and December 31, 2023, respectively					35			0
Common stock; $0.001 par value; 200,000,000 shares authorized; 133,006,691and 127,129,694 shares issued and outstanding as of June 30, 2024, and December 31, 2023, respectively		21			1
Minority Interest					175			0
Share Capital		-			66
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		21,911			10,625
Additional paid in capital					19,972			10,625
Retained Earnings/accumulated Deficit		(13,778	)		(12,744	)
Accumulated deficit					(13,744	)		(12,744	)
Noncontrolling interest		142			-
Total stockholders’ equity (deficit)					6,459			(2,118	)
Total stockholders’ Equity		8,296			(2,052	)
Total liabilities and stockholders’ deficit					12,729			12
Total liabilities and stockholders’ Equity	$	13,736		$	12

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

F-1

SAMSARA LUGGAGE, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per-share amounts)

(Unaudited)

				For the Three Months Ended March 31,
	For the Three Months Ended						For the Six Months Ended
				2024			2023
	30-Jun-24 Not Reviewed			30-Jun-23 Not Reviewed			30-Jun-24 Not Reviewed			30-Jun-23 Not Reviewed
REVENUE				$	1,099			248
Revenue		929			101			2,028			349
COST OF GOODS SOLD					779			146
Cost of revenues		620			40			1,399			186
GROSS PROFIT					320			102
Gross profit		309			61			629			163
OPERATING EXPENSES
Operating expenses
Research and development					0			38
Professional fees		115			0			181			0
Sales and marketing					2			70
General and administrative		469			238			1,706			460
General and administrative		9			1,232			114
Total operating expenses		584			238			1,887			460
TOTAL OPERATING EXPENSES					1,234			222
Income (loss) from operations		(275	)		(177	)		(1,258	)		(297	)
OPERATING LOSS					(914	)		(120	)
Other (income) expenses
FINANCING INCOME (EXPENSES)
Interest expense		(0	)		51			3			164
Interest expense					(4	)		(113	)
Other Income		(15	)		(277	)		(9	)		(272	)
Income (expenses) in respect of warrants issued and convertible component in convertible loan, net interest expenses					(6	)		(5	)
Total other (income) expense, net		(15	)		(226	)		(6	)		(108	)
TOTAL FINANCING INCOME (EXPENSES)					(10	)		(118	)
Net Income (Loss)		(260	)		49			(1,252	)		(189	)
Depreciation & Amortization					69
Less: net income attributable to noncontrolling interest		24			-			31
NET LOSS				$	(993	)	$	(238	)
Net income (loss) attributable to SAML stockholders		(284	)		49			(1,283	)		(189	)
Net income Minority interests					7
Weighted average common shares outstanding		102,292,594			7,078,754			199,175,526			6,043,236
Net income Parent					(1,000	)
Net income (loss) per common share - basic		(0.00	)		(0.00	)		(0.01	)		(0.03	)
Per-share data
Net income (loss) per common share - diluted		(0.00	)		0.00			(0.00	)		(0.03	)
Basic loss per share				$	(0.01	)	$	(0.05	)
Diluted loss per share				$	(0.00	)	$	(0.05	)
Weighted average number of common shares outstanding					100,093,920			4,996,213

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

F-2

SAMSARA LUGGAGE, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Dollars in thousands, except per-share amounts)

(Unaudited)

	Preferred Stock					Common Stock				Additional Paid-Inin Capital		Minority Interest			~~Accumulated~~Retain Loss			Total ~~Stockholders’~~Equity
			Amount			Shares		Amount		Capital		Interest			Deficit			Deficit
	Shares		Amount			Shares		Amount		Amount		Amount			Amount			Amount
Balance December 31, 2023			$				13,922,414	$	1	$	10,626	$			$	(12,744	)	$	(2,118	)
Balance, December 31, 2023		0		66			13,922,414		1		10,626		0			(12,744	)		(2,052	)
Conversion of Notes into shares							191,903,425		19		756		-			-			775
Cancellation Series A				(66	)														(66	)
Issuance of shares for Services							3,333,334		-		83					-			83
Conversion of Notes into shares		0		0			191,903,425		19		756		0			0			775
Issuance of shares for Cash							4,571,428		-		80		-						80
Issuance of shares for Services		0		0			3,333,334		0		83		0						84
Minority interest													168						168
Issuance of shares for Cash		0		0			4,571,428		0		80		0						80
Issuance of Series B		352,500		35							8,428								8,463
Minority Interest		0		0			-		0		0		168						168
Issuance of Series B		352,500		35			-		0		8,428		0						8,463
Net Income													7			(1,000	)		(993	)
Balance March 31, 2024 (unaudited)		352,500	$	35			213,730,601	$	20	$	19,972	$	175		$	(13,744	)	$	6,459
Balance March 31, 2024		352,500		35			213,730,601		20		19,972		175			(13,744	)		6,459
Issuance of shares for Services		63,500		0			0		0		1,905		0			0			1,905
Adjustment		0		(35	)		0		1		34		(57	)		249			192
Net Income				0			0		0		0		24			(284	)		(260	)
																			0
Balance June 30, 2024		416,000		0			213,730,601		21		21,911		142			(13,779	)		8,296

	Preferred Stock				Common Stock				Additional Paid-Inin Capital		Minority Interest		~~Accumulated~~Retain Loss			Total ~~Stockholders’~~Equity
			Amount		Shares		Amount		Capital		Interest		Deficit			Deficit
	Shares		Amount		Shares		Amount		Amount		Amount		Amount			Amount
Balance December 31, 2022			$			4,406,312	$	-	$	10,464	$	-	$	(12,600	)	$	(2,136	)
Balance, December 31, 2022		0		0		4,406,312		0		10,464		0		(12,600	)		(2,136	)
Conversion of Preferred A shares into common shares		0		0		1,481,840		1		40		-0		-0			41
Net Income						-		-		-		-		(238	)		(238	)
Net Loss				0										(238	)		(238	)
Balance March 31, 2023			$			5,888,152	$	1	$	10,504	$	-	$	(12,838	)	$	(2,333	)
Balance, March 31, 2023		0		0		5,888,152		1		10,504		0		(12,838	)		(2,333	)
Conversion of Preferred A shares into common shares		0		0		2,049,297		0		35		0		0			35
Stock Based Compensation		0		0		1,666,666		0		46		0		0			46
Net income				0		0		0		0		0		49			49
Balance June 30, 2023		0		0		9,604,115		1		10,585		0		(12,789	)		(2,203	)

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

F-3

SAMSARA LUGGAGE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands, except per-share amounts)

(Unaudited)

	For the Three Months Ended March 31,
	June 30, 2024			June 30, 2023
	2024			2023
Cash flows from operating activities	Not Reviewed			Not Reviewed
Cash Flows From Operating Activities
Loss for the period		(1,283	)		(189	)
Net loss	$	(993	)	$	(238	)
Adjustment to reconcile net gain (loss) to net cash
Adjustments to reconcile net loss to net cash used in operating activities
Finance cost		3			46
Depreciation on Property, Plant & Equipment		69			-
Non-Cash Stock Compensation Expense		1,905			46
Interest expense and amortization of debt discount					58
Expenses in respect of warrants issued and convertible component in convertible loan, net interest expenses		0			(271	)
Expenses in respect of warrants issued and convertible component in convertible loan, net interest expenses					6
Change in fair value of liability		0			(1	)
Operating loss before working capital changes		(924	)		(174	)
Depreciation - PPE		26			0
Changes in working capital
Other income		(9	)		0
Accounts receivable		(1,134	)		(11	)
Amortization		58			0
Inventory		(892	)		12
Changes in Assets and Liabilities, net
Prepaid and other current assets		(293	)		19
Current Assets		(3,806	)		79
Accounts payable		1,639			(4	)
Other Current Liabilities		3,194			217
Other current liabilities		1,402			69
Net cash (used in) provided by operating activities		88			(73	)
Deferred revenue					(2	)
Cash flows from investing activities
Related parties Payable		397			(4	)
Addition of Fixed Assets		(750	)		0
Related parties Receivable		(799	)
Right of use Assets		(55	)		0
Convertible notes and short-term loans		769
Changes in non-current assets		(8,978	)		0
Net cash used in operating activities		165			(95	)
Net cash used in investing activities		(9,783	)		0
Cash Flows From Investing Activities
Cash flows from financing activities
Purchase of Property, Plant & Equipment		(795	)
Common Stock issued		20			0
Acquisition of subsidiaries, net of cash acquired		(8,400	)
Lease Finance		37			0
Goodwill		(327	)
Additional Paid-up Capital		11,220			0
Net cash used in Investing Activities		(9,523	)		0
Changes in Retained Earnings & Minority Interest		(1,566	)		0
Cash flows from Financing Activities
Note converted		145			(16	)
Proceeds note payable					(16	)
Net cash generated from financing activities		9,856			(16	)
Proceeds from Issuance of Capital		9,503
Net increase/(decrease) in cash and cash equivalents		161			(89	)
Net cash generated in Financing Activities		9,503			(16	)
Cash and cash equivalents at the beginning of the year		12			168
Net change in cash and cash equivalents		145			(111	)
Cash and cash equivalents at end of the year		173			79
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

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

F-4

SAMSARA LUGGAGE, INC.

NOTES TO UNAUDITED ~~FINANCIAL~~AND NOT REVIEWED FINANCIAL STATEMENTS

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

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

New Business Direction — Emergency Response Technologies

As a result of these transactions, the Company is now focused on the global public safety and technology, engineering, and manufacturing industries. Historically, the company has evolved out of the public safety sector mainly through developing and manufacturing Emergency Services products, including Emergency Response vehicles, Special Vehicle conversions, Commercial EVs, and IoT Technology. The Company also intends to acquire complementary companies with disruptive technology, strong management, and potential for rapid growth that may benefit from cross-pollination of territories, products, and skills offered by our other group companies. We seek to pursue and execute acquisitions that accelerate our growth strategy.

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

●

Firebug Mechanical Equipment LLC

●

Georgia Fire & Rescue Supply LLC

●

Bright Concept Detection and Protection System LLC

●

Bull Head Products Inc

●

E-Raptor

●

The Vehicle Converters

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

FThe consideration for the sale of the equity interests in the above-5mentioned 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.

~~The~~● ~~consideration~~Firebug ~~for~~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 ~~sale~~business of research and development of firefighting technologies as well as the ~~equity~~manufacturing ~~interests~~firefighting equipment and firefighting vehicles for its customers in the ~~above mentioned~~Middle ~~companies~~East, Asia, and Africa. ● Georgia Fire & Rescue Supply LLC (Georgia Fire) was ~~paid~~incorporated byon ~~SAML~~the byJanuary 21, 2003. ILUS acquired 100% of this company on March 31, 2022, under a signed Share Purchase Agreement. This company is engaged in the ~~issuance~~business of ~~350~~sales,~~000~~ ~~restricted~~distribution ~~shares~~and servicing/maintenance of ~~Series~~Firefighting, BRescue ~~stock~~and Emergency Medical Services equipment. ● Bright Concept Detection and Protection System LLC (BCD Fire) was incorporated on March 18, 2014. ILUS acquired 100% of ~~SAML~~this ~~convertible~~company ~~into~~on ~~350~~April 13,~~000~~ 2021,~~000 common~~ ~~stock~~in ~~and~~connection ~~further~~a ~~milestone~~signed ~~payment/s~~Share ~~should~~Purchase ~~applicable~~Agreement. ~~performance~~This ~~targets~~company ~~referenced~~is engaged in the ~~share~~business ~~purchase~~of ~~agreement~~sales, distribution, installation and maintenance of Fire Protection and Security systems.

● Firebug Mechanical Equipment LLC (Firebug Group – U.A.E.) was incorporated on May 8, 2017. ILUS acquired 100% of this company on January 26, 2021, under a signed Share Purchase Agreement. This company is engaged in the business of research and development of firefighting technologies as well as the manufacturing firefighting equipment and firefighting vehicles for its customers in the Middle East, Asia, and Africa. ● Georgia Fire & Rescue Supply LLC (Georgia Fire) was incorporated on the January 21, 2003. ILUS acquired 100% of this company on March 31, 2022, under a signed Share Purchase Agreement. This company is engaged in the business of sales, distribution and servicing/maintenance of Firefighting, Rescue and Emergency Medical Services equipment. ● Bright Concept Detection and Protection System LLC (BCD Fire) was incorporated on March 18, 2014. ILUS acquired 100% of this company on April 13, 2021, in connection a signed Share Purchase Agreement. This company is engaged in the business of sales, distribution, installation and maintenance of Fire Protection and Security systems.F-5

	●	Bull Head Products Inc. was incorporated on June 8, 2007. ILUS acquired 100% of this company on January 1, 2022, under a signed Share Purchase Agreement. This company is engaged in the business of manufacturing of aluminum truck beds and brush truck skid units for firefighting purposes including wildland firefighting.
	●	The Vehicle Converters (TVC) was incorporated in 2006. ILUS owns 100% of the company. Ownership was transferred to ILUS after ILUS acquired the brand name, intellectual property, and employees of the company on March 25, 2022. Following ongoing due diligence which determined that the company was in a difficult financial position due to the Covid-19 pandemic, ILUS agreed to take ownership of the company from previous management in order to restructure and rebuild it so that it would cooperate with Firebug Mechanical Equipment LLC out of Dubai, United Arab Emirates. This company is engaged in the business of specialist vehicle conversions and as planned, collaborates closely with Firebug Mechanical Equipment LLC to deliver converted vehicles to their customers. This transaction is classified as an acquisition of an assembled workforce rather than a business acquisition.

	●	Emergency Response Technologies, Inc. This company was incorporated by ILUS on February 22, 2022, as the company’s Emergency Response Subsidiary. This company is engaged in the business of public safety and emergency response focused mergers and acquisitions.
	●	E-Raptor. This company was incorporated by ILUS as the company’s Commercial Electric Utility Vehicle manufacturer on February 22, 2022. This company is engaged in the business of manufacturing electric utility vehicles for the emergency response, agricultural, industrial, hospitality and transport sectors.
	●	AL Shola Al Modea Safety and Security LLC is a fire safety company registered in the United Arab Emirates. The company has signed a Share Purchase Agreement to acquire 51% control of AL Shola Al Modea Safety and Security LLC (ASSS) on December 13, 2022.

~~F-6~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

~~NOTE 2~~Basis –of ~~SUMMARY~~Presentation OFand ~~SIGNIFICANT~~Principles ~~ACCOUNTING~~of ~~POLICIES AND BASIS OF PRESENTATION~~Consolidation

~~Basis~~The accompanying consolidated financial statements represent the results of ~~Presentation~~operations, financial position, and ~~Principles~~cash flows of ~~Consolidation~~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.

~~The~~Use ~~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.Estimates

~~Use~~A critical accounting estimate is an estimate that: (i) is made in accordance with generally accepted accounting principles, (ii) involves a significant level of ~~Estimates~~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.

~~A critical~~The ~~accounting~~Company’s ~~estimate~~Consolidated isFinancial anStatements ~~estimate~~have ~~that:~~been ~~(i) is made~~ prepared in accordance with generally accepted accounting principles, in the United States of America (iiU.S. GAAP). The preparation of financial statements in accordance with U.S. ~~involves~~GAAP requires management to make estimates and judgments that affect reported amounts aand ~~significant~~related ~~level~~disclosures. ofOn ~~estimation~~an ~~uncertainty~~ongoing basis, management evaluates and ~~(iii) has~~updates ~~had~~its orestimates. isManagement ~~reasonably~~employs ~~likely~~judgment toin ~~have~~making aits estimates ~~material~~but ~~impact~~they are based on historical experience and currently available information and various other assumptions that the Company’s 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 ~~condition~~information orthat fairly depicts the results of operations for all periods presented.

~~The Company’s~~Significant ~~Consolidated~~estimates ~~Financial~~include ~~Statements~~estimates ~~have~~used ~~been~~to ~~prepared~~review inthe ~~accordance~~Company’s, impairments ~~with~~and ~~generally~~estimations ~~accepted accounting principles in the United States~~ of ~~America~~long-lived ~~(U.S. GAAP).~~assets, ~~The~~revenue ~~preparation~~recognition of ~~financial~~Contract-based ~~statements~~revenue, inallowances ~~accordance~~for ~~with~~uncollectible ~~U.S. GAAP requires management~~accounts, ~~to make estimates~~ and ~~judgments~~the ~~that~~valuations ~~affect~~of ~~reported~~non-cash ~~amounts~~capital ~~and~~stock ~~related disclosures~~issuances. OnThe anCompany ~~ongoing~~bases ~~basis, management evaluates and updates~~ its estimates. ~~Management employs judgment in making its estimates but they are based~~ on historical experience and ~~currently~~on ~~available information and~~ various other assumptions that ~~the~~are ~~Company~~believed ~~believes~~ to be reasonable ~~under~~in the circumstances., ~~The~~the results of ~~these~~which ~~estimates~~ form the basis for making judgments about the carrying values of assets and liabilities that are not readily ~~available~~apparent from other sources. Actual results ~~could~~may differ from ~~those~~these estimates~~. Management believes that its judgment is applied consistently and produces financial~~ ~~information~~under ~~that~~different ~~fairly~~assumptions ~~depicts~~or ~~the results of operations for all periods presented~~conditions.

~~Significant estimates include estimates used to review the Company’s, impairments and estimations of long~~F-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. 6

Fair value of financial instruments

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

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

●	Level 1.	Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.
●	Level 2.	Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily available pricing sources for comparable instruments.
●	Level 3.	Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.

~~F-7~~Accounts receivable

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

The ~~Company~~ ~~recognizes~~duration ~~revenue~~of insuch ~~accordance~~receivables ~~with~~extends ~~Accounting~~from ~~Standards~~30 ~~Codification~~days ~~(ASC)~~to ~~Topic 606~~beyond 90 days. Payments are received only when a project is completed, ~~Revenue~~and ~~from~~approvals ~~Contracts~~are ~~with~~obtained. ~~Customers~~Provisions are created based on the estimated ~~(ASC 606)~~irrecoverable amounts determined by referring to past default experience and future economic and market conditions.

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.Inventories

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

~~The Company recognizes all stock-based compensation using the fair value provisions prescribed by ASC Topic 718~~Property, ~~Compensation~~Plant ~~- 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.Equipment

~~In accordance with ASC 718~~Property, ~~the~~Plant ~~Company~~and ~~will~~Equipment ~~generally~~are ~~apply~~recorded ~~the same~~at ~~guidance~~cost, toexcept ~~both~~when ~~employee~~acquired in ~~and~~a ~~non-employee~~business ~~share-based~~combination ~~awards.~~where ~~However~~property, ~~the~~plant ~~Company~~and ~~will~~equipment ~~also~~are ~~follow~~recorded ~~specific~~at ~~guidance~~fair ~~for~~value. ~~share-based awards~~Depreciation ~~to non-employees related to the attribution~~ of ~~compensation~~property, ~~cost~~plant and ~~the~~equipment is ~~inputs~~recognized toover the ~~option-pricing~~estimated ~~model~~useful ~~for~~lives of the ~~expected~~respective ~~term. Non-employee~~assets ~~share-based~~using ~~payment equity awards are measured at~~ the ~~grant~~straight-~~date~~line method. ~~fair~~The ~~value~~estimated ofuseful ~~the equity instruments, similar to employee~~lives ~~share-based~~are ~~payment~~as ~~equity awards.~~ follows:

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.

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

~~Earnings~~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) ~~per~~reflected ~~share~~in operations.

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. Depreciation

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	)

Depreciation of property, plant and equipment is recognized over the estimated useful lives of the respective assets using the straight-line method. Depreciation expense for the period ended June 30, 2024, belongs to Depreciation accounted for on Plant, Property and Equipment obtained as part of our subsidiary acquisition.

*F-7

~~Includes 26~~Deposits,~~552~~ ~~issued warrants as of March 31~~Prepayments, ~~2023.~~& Advances

~~Includes~~Advances have been paid to the suppliers in the ordinary course of ~~26,552~~business ~~issued~~for ~~warrants~~the ~~352,500~~procurement ~~Series~~of Bspecialized ~~stocks~~services ~~converting~~and ~~into~~equipment ~~352~~required to perform business activities. Prepayments are relating to trade license,~~500~~ rent and visa,~~000~~ ~~common~~payments ~~stocks~~are asmade in advance at time of ~~March~~issuance ~~31,~~for ~~2024~~different periods and then expense out monthly. Deposits are relating to refundable security payment of office& warehouse spaces and different utilities.

FStock-8based compensation

~~Income~~The Company recognizes all stock-based compensation using the fair ~~taxes~~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.

~~The~~In ~~Company accounts for income tax positions in~~ accordance with ~~Accounting Standards Codification Topic~~ASC ~~740-10-50~~718, ~~“Income~~the ~~Taxes”~~Company ~~(“ASC~~will ~~Topic 740”).~~generally ~~This~~apply ~~standard prescribes a~~the ~~recognition~~same ~~and~~guidance ~~measurement of tax positions taken or expected~~ to beboth ~~taken~~employee inand anon-employee ~~tax~~share-based ~~return~~awards. ~~For those benefits to be recognized~~However, athe ~~tax position~~Company ~~must~~will bealso ~~more~~follow ~~likely~~specific ~~than~~guidance ~~not~~for ~~to be sustained upon examination by taxing authorities. There was no material impact on the Company’s~~share-based ~~financial~~awards ~~position~~to ornon-employees ~~results~~related ofto ~~operations as a result of~~ the ~~application~~attribution of ~~this~~compensation ~~standard.~~cost ~~Deferred~~and ~~tax assets have not been created as~~ the ~~major~~inputs ~~income of the company belongs~~ to the ~~subsidiary, which is registered in income tax~~option-~~free~~pricing ~~jurisdiction~~model ~~since~~for the ~~losses~~expected ~~incurred~~term. ~~cannot~~Non-employee beshare-based ~~utilized~~payment inequity ~~the~~awards ~~future, rendering deferred tax assets irrelevant, The profits of a foreign subsidiary corporation~~ are ~~ordinarily not~~measured ~~subject~~at ~~to tax in~~ the ~~United States~~grant-date asfair invalue ~~accordance~~of ~~with~~ the ~~general~~equity ~~Internal Revenue Service rule~~instruments, ~~foreign~~similar ~~subsidiaries~~to ~~are~~employee ~~not~~share-based ~~considered~~payment ~~U.S. corporations~~equity ~~even if they are wholly owned~~awards.

~~Recently~~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 ~~accounting~~to ~~pronouncements~~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.

~~The~~Earnings ~~Company~~(loss) ~~has~~per ~~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.~~ share

~~Off~~The Company reports earnings (loss) per share in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-~~Balance~~10 “Earnings ~~Sheet~~Per ~~Arrangements~~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.

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.

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

~~NOTE 3. GOING CONCERN~~*

~~The accompanying~~Includes ~~consolidated~~26,552 ~~financial~~issued ~~statements~~warrants ~~have~~as ~~been prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America~~June ~~on a going concern basis~~30, ~~which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business~~2023.

~~Management evaluated~~Includes ~~all relevant conditions and events that are reasonably known or reasonably knowable~~26,552 inissued ~~the~~warrants ~~aggregate~~416,000 asSeries ofB ~~the~~stocks ~~date the consolidated~~converting ~~financial~~into ~~statements~~416,000,000 ~~are~~common ~~issued~~stocks ~~and determined. The Company’s ability to continue~~ as aof ~~going~~June ~~concern~~30, ~~is dependent on the Company’s ability to continue to generate sufficient revenues and raise capital within one year from the date of filing~~2024.

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.F-8

~~NOTE 4.~~Income ~~CURRENT ASSETS~~taxes

~~Other~~The Company accounts for income tax positions in accordance with Accounting ~~Current~~Standards ~~Assets~~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.

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

Recently issued accounting pronouncements

~~F-9~~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.

~~Related Party~~Off-Balance ~~Receivables~~Sheet Arrangements

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~~Lease 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.liabilities

AsAt ofthe ~~March 31,~~commencement ~~2024,~~date ~~and~~of ~~December 31,~~the ~~2023~~lease, the Company recognizes lease ~~had~~liabilities ~~amounts~~measured ~~due~~at ~~from~~the ~~Georgia~~present ~~Fire,~~value ~~Bullhead~~of ~~and~~lease ~~BCD~~payments ~~subsidiaries~~to ofbe made over the ~~Company,~~lease ofterm. ~~$733~~The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable,~~508~~ ~~and~~variable $0lease payments that depend on an index or a rate, and ~~respectively~~amounts expected to be paid under residual value guarantees. ~~These~~The ~~figures~~lease ~~are~~payments ~~related~~also include, if any, the exercise price of a purchase option reasonably certain to ~~legacy~~be ~~receivables~~exercised ~~from~~by the ~~subsidiaries~~Company and ~~were~~payments ~~transferred~~of ~~from~~penalties ~~ILUS~~for toterminating ~~SAML~~a ~~with~~lease, if the ~~acquisition~~lease ofterm reflects the ~~subsidiary~~Company exercising the option to terminate.

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

~~Accounts~~In ~~receivables~~calculating ~~are~~the ~~recorded~~present atvalue ~~face~~of ~~value~~lease ~~less~~payments, anthe ~~allowance~~Company ~~for~~uses ~~credit~~the ~~losses.~~incremental ~~The~~borrowing ~~allowance~~rate isat anthe ~~estimate~~lease ~~based~~commencement ondate ~~historical~~if ~~collection~~the ~~experience,~~interest ~~current~~rate ~~and~~implicit ~~future~~in ~~economic~~the ~~and~~lease ~~market~~is ~~conditions,~~not readily determinable. ~~and~~After athe ~~review~~commencement ofdate, the ~~current~~amount ~~status~~ of ~~each~~lease ~~customer’s~~liabilities ~~trade~~is ~~accounts~~increased ~~receivable.~~to ~~Management~~reflect ~~evaluates~~ the ~~aging~~accretion of interest and reduced for the ~~accounts~~lease ~~receivable~~payments ~~balances~~made. In addition, the ~~financial~~carrying ~~condition~~amount of ~~its~~lease ~~customers~~liabilities ~~and~~is ~~all~~remeasured ~~other~~if ~~forward-looking~~there ~~information~~is ~~that~~a ismodification, ~~reasonably~~a ~~available~~change ~~to estimate~~in the ~~amount~~lease ofterm, a ~~accounts~~change ~~receivable~~in ~~that~~the ~~may~~in-substance ~~not~~fixed belease ~~collected~~payments or a change in the ~~future~~assessment ~~and~~to ~~before~~purchase ~~recording~~ the ~~appropriate~~underlying ~~provision~~asset.

~~Accounts~~The ~~receivable~~Company’s ~~arise~~subsidiary, ~~from~~Al ~~our~~Shola ~~subsidiaries~~Safety in& ~~ERT~~Security ~~consolidated~~(ASSS), ashas entered into commercial leases of ~~March~~vehicles. ~~31,~~These ~~2024~~leases generally have a lease term of 4 years. The ~~duration~~Company’s ofobligations ~~such~~under its ~~receivables~~leases ~~extends~~are ~~from~~secured 30by ~~days~~the lessor’s title to ~~beyond~~the 90leased ~~days~~assets. ~~Payments~~There are ~~received~~no ~~only~~restrictions ~~when~~placed aupon ~~project is~~the ~~completed,~~Company ~~and~~by ~~approvals~~entering into ~~are~~these ~~obtained~~leases. ~~Provisions~~The ~~are~~Company ~~created~~also ~~based~~has onleases ~~the~~with ~~estimated~~terms ~~irrecoverable~~of ~~amounts~~12 ~~determined~~months byor ~~referring to~~less ~~past~~and ~~default~~leases ~~experiences~~with low value.

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

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

~~Deposits, Prepayments, & Advances~~F-9

~~Advances have~~The ~~been~~Company’s ~~paid~~obligations tounder ~~the~~its ~~suppliers~~leases ~~and~~are ~~subcontractors~~secured inby the lessor’s ~~ordinary~~title ~~course~~to ~~of business for~~ the ~~procurement~~leased ofassets. ~~specialized~~There ~~material~~are ~~and equipment~~no ~~required~~restrictions inplaced upon the ~~process~~Company ofby ~~designing,~~entering ~~engineering~~into ~~and~~these ~~installing~~leases. ~~Central~~The ~~Gas~~Company determines ~~distribution~~if ~~and~~an ~~monitoring~~arrangement ~~systems. The company~~ is ~~engaged~~or incontains ~~the~~a ~~design,~~lease ~~engineering,~~at ~~supply~~contract inception and ~~monitoring~~recognizes ofan ~~Central~~ROU ~~Gas~~asset ~~systems supplying~~ and ~~installing~~a ~~equipment~~lease ~~such~~liability asbased ~~pressure~~on the ~~regulators,~~present ~~pipelines,~~value ~~safety~~of ~~equipment~~fixed, ~~tapping~~and ~~points,~~certain ~~metering~~index-based ~~units,~~lease ~~valves~~payments ~~and~~at ~~storage~~the ~~tanks~~lease commencement date. ToVariable ~~undertake~~payments ~~these~~are ~~projects,~~excluded ~~the~~from ~~company~~the ispresent ~~required~~value toof ~~make~~lease ~~upfront~~payments ~~investments in materials~~ and ~~machinery.~~are ~~These~~recognized ~~projects~~in ~~involve~~the ~~many~~period ~~processes~~in ~~and~~which ~~take~~the ~~substantial~~payment ~~time~~is ~~to complete~~made.

FThe Company generally uses its incremental borrowing rate as the discount rate for measuring its lease liabilities, as the Company cannot determine the interest rate implicit in the lease because it does not have access to certain lessor-10specific information. Lease expense is recognized on a straight-line basis over the lease term. The Company does not have significant finance leases. The Company has elected not to separate payments for lease components from payments for non-lease components for all classes of leases. Additionally, the Company has elected the short-term lease recognition exemption for all leases that qualify, which means ROU assets and lease liabilities will not be recognized for leases with an initial term of twelve months or less.

~~NOTE~~When accounting for finance leases in accordance with ASC 842, an entity 5.recognizes ~~NON-CURRENT~~interest ~~ASSETS~~on the lease liability and amortization of the ROU asset in the income statement and classifies payments of the principal portion of the lease liability as financing activities and payments of interest on the lease liability as operating activities.

~~The~~As ~~company holds long-term investments~~ of ~~8,400,000~~June ~~as of March 31~~30, 2024, ~~and~~Lease $0liabilities asare ofpresented ~~December~~in ~~31, 2023, respectively. These investments were made for~~ the ~~acquisition of Emergency Response Technologies~~statement ~~Inc. on February 23, 2024. The consideration for the assets was 350,000 restricted shares~~ of ~~Series~~financial Bposition ~~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.~~ as:

Property, Plant & Equipment

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

~~Property, Plant~~Right ~~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,~~Use ~~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:~~Assets

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

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

~~Expenditures that~~In ~~extend~~accordance with the ~~useful~~principles ~~life~~ of ~~existing~~ASC ~~property~~842, ~~plant~~the ~~and~~Company ~~equipment~~recognizes both ~~are~~the ~~capitalized~~assets and ~~depreciated over~~ the ~~remaining~~liabilities ~~useful~~arising ~~life of~~from ~~the~~their ~~related asset~~leases. ~~Expenditures~~The ~~for~~lease ~~repairs~~liability ~~and~~is ~~maintenance~~measured ~~are expensed~~ as ~~incurred.~~the ~~When~~present ~~property,~~value ~~plant~~of ~~and~~lease ~~equipment are retired~~payments orwhile ~~sold,~~ the ~~cost~~lease ~~and~~assets ~~related accumulated depreciation~~ is ~~removed~~equal ~~from~~to the ~~Company’s~~lease ~~balance~~liability ~~sheet,~~adjusted ~~with~~for ~~any~~certain ~~gain~~items orlike ~~loss~~prepaid ~~reflected in~~rent ~~operations~~and lease incentives.

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

~~Depreciation~~The Company’s subsidiary Al Shola Safety & Security (ASSS), has entered into commercial leases of ~~property,~~vehicles. ~~plant~~The ~~and~~lease ~~equipment~~term is ~~recognized~~4 ~~over~~years. ~~the~~The ~~estimated~~Company’s ~~useful~~obligations ~~lives~~under ofits leases are secured by the ~~respective~~lessor’s ~~assets~~title ~~using~~to the ~~straight-line method~~leased assets. ~~Depreciation~~ ~~expense~~There ~~for~~are ~~the~~no ~~period~~restrictions ~~ended~~placed ~~March~~upon ~~31,~~the ~~2024,~~Company ~~belongs~~by toentering ~~Depreciation~~into ~~accounted~~these ~~for~~leases. onThe Company ~~Plant,~~also ~~Property~~has ~~and~~leases ~~Equipment~~with ~~obtained as~~lease ~~part~~terms of ~~our~~12 ~~subsidiary~~months ~~acquisition~~or less and leases with low value.

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

	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

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

F-1110

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

~~Goodwill represents~~When ~~the~~accounting ~~cost~~for offinance ~~acquired~~leases ~~companies~~ in ~~excess~~accordance ofwith ~~the~~ASC ~~fair~~842, ~~value of~~ the entity ~~net~~recognizes ~~assets~~interest aton the ~~acquisition~~lease ~~date~~liability and isamortization ~~subject to annual impairment. Goodwill is the excess~~ of the ~~purchase~~ROU ~~price~~asset ~~paid~~in ~~for~~the anincome ~~acquired~~statement ~~entity~~ and ~~the~~classifies ~~amount~~payments of the ~~price~~principal ~~not~~portion ~~assigned~~of tothe ~~acquired assets~~lease ~~and~~liability ~~liabilities.~~as Itfinancing ~~arises~~activities ~~when an acquirer pays a high price to acquire a business. This asset only arises from an acquisition,~~ and itpayments ~~cannot~~of beinterest ~~generated~~on ~~internally. Goodwill is an intangible asset, and so is listed within~~ the ~~long-term assets~~lease ~~section~~liability ~~of the~~as ~~acquirers’~~operating ~~balance sheet~~activities.

~~The~~Vehicles: ~~Company~~4 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.years

~~The Company~~Right-of-use ~~follows~~assets ~~the~~are ~~guidance~~subject ~~prescribed in Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets,~~ to ~~test goodwill and intangible assets for~~ impairment ~~annually~~review, ifamounts anin ~~event occurs or circumstances change which indicates that its carrying amount may not exceed its fair value~~thousands.

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.

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

~~NOTE 6. CURRENT LIABILITIES~~Goodwill

~~Accounts~~Goodwill represents the cost of acquired companies in excess of the ~~Payable~~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.

~~Current~~The ~~liabilities~~Company ~~with~~accounts afor ~~total~~business combinations by estimating the fair value of ~~$5,407,000,153~~the asconsideration paid for acquired businesses and assigning that amount to the fair values of ~~March~~assets ~~31,~~acquired and liabilities ~~2024~~assumed, ~~include~~with ~~Trade~~the remainder assigned to goodwill. If the fair value of assets acquired and ~~Other~~liabilities ~~Payables~~assumed inexceeds ~~our~~the ~~subsidiaries~~fair ~~amounting~~value of toconsideration $1paid,~~966,000~~ asa gain on bargain purchase is recognized. The estimates of ~~March 31~~fair values are determined utilizing customary valuation procedures and techniques, ~~2024~~which require us, ~~with~~among ~~aging~~other asthings, ~~per~~to ~~below:~~ estimate future cash flows and discount rates. Such analyses involve significant judgments and estimations.

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

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.

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

	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

Revenue Recognition

~~F-12~~The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606).

OnThe ~~March~~principal ~~28,~~activity ~~2024,~~of the ~~company~~Company ~~entered~~is ~~into~~to anengage ~~Asset~~in ~~Purchase~~general ~~Agreement~~trading, ofmanufacturing ~~the~~and ~~luggage~~fabrication ~~company’s~~or ~~legacy~~steel ~~assets~~and ~~with~~steel ~~Atara~~products ~~Feiglin~~and ~~Dzikowski.~~mainly ~~The~~manufacturing ~~legacy~~of ~~assets~~pressure ~~had~~vessels, antanks, ~~audited~~heat ~~book~~exchangers ~~value~~and ~~of $78,754.69 as~~construction of ~~December~~storage ~~31,~~tanks ~~2023,~~and ~~consisting~~piping. ofRevenue ~~luggage~~from ~~inventory~~contracts ~~and~~with ~~cash~~customers oris ~~cash~~recognized ~~equivalents.~~when ~~The~~control ~~consideration~~of ~~paid by~~ the ~~Buyer~~goods ~~for~~or ~~the~~services ~~sale~~are oftransferred to the ~~legacy~~customer ~~assets~~at ~~was~~an aamount ~~cancellation~~that ofreflects ~~1,666,666~~the ~~common~~consideration ~~stock~~to ~~granted~~which ~~for~~the ~~consultancy~~Company inexpects anto ~~agreement~~be ~~dated~~entitled ~~January~~in 8,exchange ~~2024.~~for ~~Further, a~~those ~~liability~~goods ofor services. ~~$186,200~~The toCompany ~~Ms.~~has ~~Dzikowski~~generally ~~was~~concluded ~~settled~~that asit ~~part~~is of the ~~consideration~~principal ~~for~~in ~~the~~its ~~legacy~~revenue ~~assets~~arrangements ~~purchase~~because ~~and~~it ~~removal~~typically ofcontrols ~~liability~~the goods ~~for~~or ~~design~~services ~~boxes~~before ~~amounting~~transferring them to ~~$7,500~~the customer.

~~Further, the above~~F-~~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.~~ 11

NOTE 7 3. ~~NON-CURRENT~~GOING ~~LIABILITIES~~CONCERN

~~Convertible~~The accompanying consolidated financial statements have been prepared ~~notes~~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.

InManagement ~~the~~evaluated ~~latter~~all ~~part~~relevant ofconditions ~~the~~and ~~fourth~~events ~~quarter~~that ofare ~~2023, YAII PN, LTD transferred~~reasonably ~~ownership~~known ofor ~~its~~reasonably ~~notes/debentures to three distinct investors. These notes were acquired under similar terms~~knowable, ~~with~~in the ~~remaining principal and accrued interest. Subsequently~~aggregate, onas ~~December~~of ~~13, 2023,~~ the ~~company~~date ~~reissued convertible notes to~~ the ~~investors~~consolidated ~~and~~financial ~~retired~~statements ~~existing SAML~~are ~~3-1-1,~~issued ~~4-1-1~~ and ~~4-2-3 notes~~determined. The ~~new~~Company’s ability ~~notes~~to ~~and~~continue ~~Debenture~~as ~~were~~a ~~issued~~going ~~with~~concern ~~the~~is ~~remaining~~dependent ~~Principal~~on ~~and~~the ~~Accumulated~~Company’s ~~Interest~~ability ~~and~~to ~~at a~~continue ~~fixed~~to ~~conversion~~generate ~~price~~sufficient ofrevenues ~~$0.004~~ and ~~filed~~raise capital aswithin ~~exhibits~~one toyear from the ~~Company’s~~date ~~Form~~of ~~10-K~~ filing.

~~The~~SAML ~~company~~has ~~amended~~planned ~~its~~future ~~accounting~~acquisitions, ~~policy~~ and ~~reversed~~we ~~the~~intend ~~derivative liability~~to ~~previously~~disclose ~~recorded~~these acquisitions, inas ~~its~~they ~~financial~~happen, ~~records.~~in ~~Under~~our ~~the~~ongoing ~~revised~~reports ~~policy,~~with the ~~company~~Securities ~~records~~and ~~convertible~~Exchange ~~notes/debentures as a liability on its balance sheet as convertible notes payable~~Commission. InOver the ~~event~~next oftwelve months amanagement plans ~~conversion,~~to ~~the~~use ~~company~~borrowings ~~will~~and ~~record~~security ~~the~~sales ~~transaction~~to ~~by transferring~~mitigate the ~~carrying~~effects ~~amount~~ of ~~the~~cash ~~liability~~flow ~~component~~deficits; ~~(the convertible note payable) to equity~~however, ~~and~~no ~~the~~assurance ~~balance~~can isbe ~~recognized~~given inthat debt ~~accordance~~or ~~with~~equity ~~fair~~financing, ~~market~~if ~~value~~and aswhen ~~additional~~required, ~~paid-in~~will ~~capital~~be available.

~~Details of~~NOTE ~~Convertible~~4. ~~notes/Debentures~~CURRENT ~~outstanding as of March 31, 2024:~~ASSETS

1.Other ~~One-year~~Current 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.Assets

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.

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

3.Accounts 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.Receivables:

4.Accounts Onreceivables ~~January~~are 3,recorded ~~2024,~~at ~~Ilustrato~~face ~~Pictures~~value ~~International~~less ~~Inc.~~an ~~acquired~~allowance afor credit ~~convertible~~losses. ~~note~~The ~~from~~allowance ~~YAII~~is ~~PN,~~an ~~LTD~~estimate ~~with~~based ~~outstanding~~on ~~principal~~historical ~~and~~collection ~~accrued~~experience, ~~interest~~current ofand ~~$600,685~~future ineconomic ~~Samsara~~and ~~Luggage~~market ~~Inc.~~conditions, and ~~(SAML).~~a Onreview of the ~~January~~current 5,status ~~2024,~~of ~~SAML~~each ~~reissued~~customer’s atrade ~~convertible~~accounts ~~note~~receivable. toManagement ~~ILUS~~evaluates ~~who on~~ the ~~same~~aging ~~day~~of ~~converted~~ the ~~note~~accounts receivable ~~into~~balances ~~150,753,425~~the ~~shares~~financial condition of ~~common~~its ~~stock~~customers inand ~~the~~all ~~Company~~other ~~pursuant~~forward-looking toinformation ~~the~~that ~~terms~~is ofreasonably ~~said~~available ~~exchange~~to estimate ~~note.~~the Asamount ~~a result~~ of ~~such~~accounts ~~conversion,~~receivable ~~Ilustrato~~that ~~acquired~~may ~~control~~not ofbe ~~91.5%~~collected ofin the ~~outstanding~~future ~~shares~~and inbefore ~~SAML~~recording asthe ofappropriate ~~January 5, 2024~~provision.

~~F-13~~Accounts receivable arise from our subsidiaries in ERT consolidated as of June 30, 2024. The duration of such receivables extends from 30 days to beyond 90 days. Payments are received only when a project is completed, and approvals are obtained. Provisions are created based on the estimated irrecoverable amounts determined by referring to past default experiences.

Options and Warrants

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

~~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:~~F-12

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

NOTE 5. NON-CURRENT ASSETS

~~NOTE 8~~Property, –Plant ~~STOCKHOLDERS’~~and ~~EQUITY~~Equipment

~~Minority Interest~~Depreciation on tangible assets in accordance with ASC 360.

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.

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

~~Common and~~NOTE ~~Preferred~~6. ~~Stock~~CURRENT LIABILITIES

~~From January~~Accounts ~~1, 2023, to March 31, 2023, we made the following issuances:~~Payable

~~On January~~Current ~~20,~~liabilities ~~2023,~~with ~~and~~a ~~pursuant~~total toof ~~the SPA~~$5,258K ~~the~~as ~~Preferred~~of AJune ~~Investor~~30, ~~exercised~~2024, ~~its~~include accounts ~~option~~payable toof ~~convert 10~~$1,~~000~~812K ~~shares~~with ofaging ~~Series~~as Aper ~~Preferred Stock~~below ~~into~~and ~~219,710~~related ~~shares~~parties ofamounting ~~Common~~to ~~Stock of the Company~~$234K.

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.

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

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

~~On February~~Related ~~17,~~Parties ~~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.~~Payable

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.

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

On March 1328, 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 ~~pursuant~~cash toor cash equivalents. The consideration paid by the ~~SPA,~~Buyer for the ~~Preferred~~sale of Athe ~~Investor~~legacy ~~exercised~~assets ~~its~~was ~~option~~a tocancellation ~~convert~~of 61,~~650~~666,666 ~~shares~~common ofstock ~~Series~~granted Afor ~~Preferred Stock~~consultancy ~~into~~in ~~265~~an agreement dated January 8,~~504~~ ~~shares~~2024. Further, a liability of ~~Common~~$186,200 ~~Stock~~to Ms. Dzikowski was settled as part of the ~~Company~~consideration for the legacy assets purchase and removal of liability for design boxes amounting to $7,500.

~~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.~~F-13

FNOTE 7. NON-14CURRENT LIABILITIES

~~From January~~Convertible ~~1, 2024, to March 31, 2024, we made the following issuances:~~notes

~~On January~~In 3,the ~~2024,~~latter ~~Ilustrato~~part ~~Pictures~~of ~~International~~the ~~Inc.~~fourth ~~acquired~~quarter aof ~~convertible~~2023, ~~note from~~ YAII PN, LTD ~~with~~transferred ownership ~~outstanding~~of ~~principal~~its ~~and~~notes/debentures ~~accrued interest~~to ofthree ~~$600~~distinct investors. These notes were acquired under similar terms,~~685~~ inwith ~~Samsara~~the ~~Luggage~~remaining ~~Inc.~~principal and ~~(SAML)~~accrued interest. OnSubsequently, ~~the~~on ~~January~~December 513, ~~2024~~2023, ~~SAML~~the company reissued a convertible ~~note~~notes to ~~ILUS~~the ~~who~~investors onand ~~the~~retired ~~same~~existing ~~day~~SAML ~~converted~~3-1-1, ~~the~~4-1-1 ~~note~~and ~~into~~4-2-3 ~~150,753,425~~notes. ~~shares~~The ofnew ~~common~~notes ~~stock~~and inDebenture ~~the~~were ~~Company~~issued ~~pursuant~~with to the ~~terms~~remaining ofPrincipal ~~said~~and ~~exchange~~Accumulated ~~note.~~Interest Asand at a ~~result of~~fixed ~~such~~ conversion, ~~Ilustrato~~price ~~acquired control~~ of 91$0.5%004 ofand ~~the~~filed ~~outstanding~~as ~~shares~~exhibits into ~~SAML~~the asCompany’s ofForm ~~January 5, 2024.~~10-K

OnThe company amended its accounting policy and reversed the derivative ~~January~~liability ~~16,~~previously ~~2024,~~recorded wein ~~issued~~its 15financial records. Under the revised policy,~~000,000~~ ~~common~~the ~~stocks~~company torecords ~~Enza~~convertible ~~International~~notes/debentures ~~pursuant~~as a toliability 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 ~~dated~~payable) ~~December~~to 12equity, ~~2023,~~and ~~with~~the balance is recognized in aaccordance with fair market value ofas ~~$501,000~~additional paid-in capital.

~~On January~~Details ~~18,~~of ~~2024,~~Convertible wenotes/Debentures ~~issued~~outstanding ~~1,150,000~~as ~~common~~of ~~stocks~~June ~~to Mechtech International pursuant to a convertible note dated December 12~~30, ~~2023,~~ ~~with a fair market value of $40,595.~~2024:

~~On January~~1. ~~26,~~One-year ~~2024,~~convertible wedebenture ~~issued~~reissued 1on December 12,~~714~~ 2023,~~286~~ ~~common~~in ~~stocks~~the principal amount of $627,400 to ~~Kyle~~Enza ~~Edward~~International ~~Comerford~~ltd. ~~pursuant~~The todebenture abears ~~Share~~interest ~~Purchase~~at ~~Agreement~~10% ~~dated~~per ~~December~~annum. ~~12, 2023,~~All ~~for~~principal analong ~~aggregate~~with ~~purchase~~accrued ~~price~~interest on the debenture is convertible into shares of our common stock at a fixed conversion price equal to $~~30,000~~0.004 per share.

~~On February~~ 2,. ~~2024,~~One-year weconvertible ~~issued~~debenture 1reissued on December 12,~~666~~ 2023,~~667~~ ~~common~~in ~~stocks~~the principal amount of $187,685 to ~~Atara~~Sky ~~Feiglin~~Holdings ~~Dzikowski~~Limited. ~~pursuant~~The todebenture abears ~~consultancy~~interest ~~agreement~~at ~~dated~~10% ~~January~~per 8,annum. ~~2023,~~ All principal along with aaccrued ~~fair~~interest ~~market~~on ~~value~~the debenture is convertible into shares of our common stock at a fixed conversion price equal to $~~41,667~~0.004 per share.

~~On February~~3. 5,One-year ~~2024,~~convertible wedebenture ~~issued~~reissued 15on December 12,~~000~~ 2023,~~000~~ ~~common~~in ~~stocks~~the toprincipal ~~Sky~~amount ~~Holdings~~of ~~pursuant~~$82,663 to aMechtech ~~convertible~~Industrial ~~note~~(Asia) ~~dated~~Limited. ~~December~~The ~~12,~~debenture ~~2023,~~bears interest at 10% per annum. All principal along with aaccrued ~~fair market~~interest ~~value~~on the debenture is convertible into shares of our common stock at a fixed conversion price equal to $~~586,500~~0.004 per share.

4. On ~~February~~January 73, 2024, 80Ilustrato Pictures International Inc. acquired a convertible note from YAII PN,~~698~~ ~~shares~~LTD with outstanding principal and accrued interest of ~~Series~~$600,685 Ain ~~stock~~Samsara ~~held~~Luggage byInc. ~~1800~~(SAML). ~~Diagonal Lending~~On ~~LLC~~the ~~were~~January ~~canceled~~5, as2024, ~~were~~SAML ~~fully~~reissued ~~redeemed~~a ~~and~~convertible ~~returned~~note to ~~treasury~~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 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 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 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 May 9, 2024, the Company issued a promissory note to 1800 Diagonal Lending LLC in the principal amount of $77,050 (the “Diagonal Lending Note”). The Diagonal Lending Note had a one-time interest amount of $11,557. The Company will prepay the Diagonal Lending Note in four payments and matures on February 15, 2024, with a total payback to the Holder of $88,607. All principal on the Diagonal Lending Note is convertible into shares of our common stock in the event of default with a conversion price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days before the Conversion Date.

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

●Options ~~Firebug~~and ~~Mechanical Equipment LLC~~Warrants

●In ~~Georgia~~accordance ~~Fire~~with &ASC 470, ~~Rescue~~warrants ~~Supply~~have ~~LLC~~been classified as a liability and recorded at their exercise price. The Company had 26,552 issued warrants as of June 30, 2024:

● Bright Concept Detection and Protection System LLC

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

●NOTE ~~Bull~~8 ~~Head~~– ~~Products~~STOCKHOLDERS’ ~~Inc~~EQUITY

●Minority ~~E-Raptor~~Interest

● The ~~Vehicle~~Company ~~Converters~~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 ~~AL Shola Al Modea Safety~~ and ~~Security~~Preferred ~~LLC, the only entity in which the Company does not own 100% but only 51% of the membership interests~~Stock

~~The~~From ~~consideration~~January ~~for~~1, ~~the sale of the equity interests in the foregoing~~2023, ~~companies~~to ~~was~~June ~~paid by SAML by the issuance of 350~~30,~~000~~ ~~restricted shares of Series B stock of SAML convertible into 350~~2023,~~000,000~~ ~~common stock~~we ~~and~~made ~~further~~the ~~milestone~~following ~~payment/s should applicable performance targets be referenced.~~ issuances:

On ~~February~~ 28January 20, ~~2024~~2023, weand ~~issued~~pursuant 2to the SPA,~~500~~ ~~Series~~the BPreferred ~~stock~~A Investor exercised its option to ~~Sanjeeb~~convert ~~Safir~~10,000 ~~pursuant~~shares toof aSeries ~~consultancy~~A ~~agreement~~Preferred ~~dated~~Stock ~~January~~into 8219,710 ~~2023,~~shares ~~with~~of ~~a fair~~Common ~~market~~Stock ~~value~~ of ~~$62,750~~the Company.

On ~~March~~ 15February 2, ~~2024~~2023, weand ~~issued~~pursuant ~~1,666,667~~to ~~common~~the ~~stocks~~SPA, tothe ~~Atara~~Preferred ~~Feiglin~~A ~~Dzikowski~~Investor exercised ~~pursuant~~its option to aconvert ~~consultancy~~9,300 ~~agreement~~shares ~~dated~~of ~~January~~Series 8,A ~~2023~~Preferred Stock into 229, ~~with~~163 ashares ~~fair~~of ~~market~~Common ~~value~~Stock of ~~$41,667~~the Company.

~~F-15~~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.

~~NOTE~~On March 2, 2023, and pursuant to the SPA, the Preferred A Investor 9exercised –its ~~GENERAL~~option ~~AND~~to ~~ADMINISTRATIVE~~convert ~~EXPENSES~~6,262 shares of Series A Preferred Stock into 250,000 shares of Common Stock of the Company.

	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 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 ~~January~~March 328, ~~2024~~2023, ~~Ilustrato Pictures International Inc. (“ILUS”) acquired a convertible note from YAII PN, LTD with outstanding principal~~ and ~~accrued~~pursuant ~~interest~~to ~~of $600,685 in~~ the ~~Company. On the January 5~~SPA, ~~2024,~~ the ~~Company~~Preferred ~~reissued~~A aInvestor exercised ~~convertible~~its ~~note~~option to ~~ILUS~~convert ~~who~~7,000 onshares ~~the~~of ~~same~~Series ~~day~~A ~~converted~~Preferred ~~the~~Stock ~~note~~ into ~~150~~277,~~753,425~~308 shares of ~~common~~Common ~~stock~~Stock inof the Company.

~~NOTE~~During the six months ended June 30, 2023, and pursuant to the Series 10A –SPA, ~~SUBSEQUENT~~the ~~EVENTS~~Preferred A Investor exercised its option to convert 89,532 shares of Series A Preferred Stock into 3,531,137 shares of Common Stock of the Company.

~~In accordance~~On ~~with~~June ~~ASC~~6, ~~855 “Subsequent Events~~2023,” the Company ~~management~~issued ~~reviewed~~1,666,666 ~~all~~shares ~~material~~of ~~events~~Common ~~through~~Stock to ~~the~~executives ~~date~~on ~~this~~the ~~report was~~Company ~~issued,~~as ~~and~~Stock-based ~~the~~compensation ~~following~~with ~~subsequent~~a ~~events~~fair ~~took~~value ~~place~~of $46.

On ~~April~~ 3May 12, ~~2024~~2022, wethe ~~issued~~Company ~~15,000~~established ~~shares~~a series of ~~Series~~redeemable Bconvertible preferred stock to(the ~~Carsten~~“Series ~~Kjems~~A ~~Falk~~Preferred Stock”), par value $0.0001 per share, stated value $1.0 per share, pursuant to a Certificate ~~consultancy~~of ~~agreement~~Designation, ~~dated~~Preference ~~January~~and 5,Rights ~~2023, with~~of aSeries ~~fair~~A ~~market~~Preferred ~~value~~Stock of ~~$450,000~~the Company (the “Certificate of Designation”).

On ~~April~~ 3May 17, ~~2024~~2022, wethe ~~issued~~Company ~~30,000~~entered ~~shares~~into ofa Series BA ~~stock~~Preferred toStock Purchase ~~John-Paul~~Agreement ~~Backwell~~(the “Series A SPA”) with 1800 Diagonal Lending LLC f/k/a Sixth Street Lending LLC, a Virginia limited liability company (the “Preferred A Investor”) pursuant to ~~his~~which ~~employment~~the ~~agreement~~Company ~~dated~~issued ~~January~~and 5sold to the Preferred A Investor 148,062 ~~2023,~~shares ~~with~~of Series A Preferred Stock for a ~~fair~~purchase ~~market~~price ~~value~~of $129, of which the Company received proceeds of $~~900~~125,~~000~~ net of issuance costs. The Company has accounted for the Series A Preferred Stock as mezzanine equity.

~~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~~F-15

~~On April~~From 3January 1, 2024, to weJune ~~issued~~30 5,~~000~~ ~~shares of Series B stock to Daniel Thomas Peters pursuant to a consultancy agreement dated January 5~~2024, ~~2023,~~ ~~with~~we amade ~~fair~~the ~~market~~following ~~value of $150,000.~~issuances:

On ~~April~~ January 3, 2024, weIlustrato ~~issued~~Pictures 2International Inc. acquired a convertible note from YAII PN,~~500~~ ~~shares~~LTD with outstanding principal and accrued interest of ~~Series~~$600,685 Bin ~~stock~~Samsara Luggage Inc. (SAML). On the January 5, 2024, SAML reissued a convertible note to ~~Annemarie~~ILUS ~~Leo-Smith~~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 ~~consultancy~~result ~~agreement~~of ~~dated~~such ~~January~~conversion, Ilustrato acquired control of 91.5,% ~~2023,~~of the ~~with~~outstanding ashares ~~fair~~in ~~market~~SAML ~~value~~as of ~~$75~~January 5,~~000~~ 2024.

On ~~April~~ 3January 16, 2024, we issued 115,000,000 ~~shares~~common ofstocks ~~Series B stock~~ to ~~Aleksandar~~Enza ~~Savic~~ International pursuant to a ~~consultancy~~convertible ~~agreement~~note dated ~~January~~December 512, 2023, with a fair market value of $30501,000.

On ~~April~~ 3January 18, 2024, we issued a1,150,000 ~~one-year~~common ~~convertible~~stocks ~~note~~ to ~~Enza~~ Mechtech International ~~Ltd.~~pursuant ~~for~~to ~~the~~a ~~aggregate~~convertible ~~principal~~note ~~amount~~dated ofDecember up12, ~~to $500~~2023,~~000. The~~ ~~note~~with ~~bears~~a anfair ~~interest~~market value of ~~7% per annum and matures on November 13~~$40, ~~2024~~595.

On ~~April~~ 3January 26, 2024, we issued a1,714,286 ~~one-year~~common ~~convertible~~stocks ~~note~~ to ~~Mechtech~~Kyle ~~Industrial~~Edward Comerford ~~Ltd.~~pursuant ~~for~~to ~~the~~a ~~aggregate~~Share ~~principal~~Purchase ~~amount~~Agreement ofdated upDecember to12, ~~$500~~2023,~~000. The~~ ~~note~~for ~~bears~~ an ~~interest~~aggregate ofpurchase 7%price ~~per~~of ~~annum and matures on November 13~~$30, ~~2024~~000.

On ~~May~~February 92, 2024, ~~the~~we ~~Company~~ issued a1,666,667 ~~promissory~~common ~~note~~stocks to ~~1800~~Atara ~~Diagonal~~Feiglin ~~Lending~~Dzikowski ~~LLC~~pursuant into ~~the principal amount of $77,050 (the “Diagonal Lending Note”). The Diagonal Lending Note had~~ a ~~one-time~~consultancy ~~interest amount~~agreement ofdated ~~$11,557.~~January ~~The Company will prepay the Diagonal Lending Note in four payments and matures on February 15~~8, ~~2024~~2023, with a ~~total payback~~fair tomarket ~~the~~value ~~Holder~~ of $8841,~~607~~667. All principal on the Diagonal Lending Note is convertible into shares of our common stock in the event of default with a conversion price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days before the Conversion Date.

~~F-16~~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.

~~New~~On February 7, 2024, 80,698 shares of Series A stocks held by 1800 ~~Business~~Diagonal ~~Direction — Emergency~~Lending ~~Response~~LLC ~~Technologies~~were canceled as were fully redeemed and returned to treasury.

On ~~January~~February 37, 2024, ~~Ilustrato~~we ~~Pictures~~issued ~~International Inc. (“ILUS”) acquired a convertible note from YAII PN~~1, ~~LTD with outstanding principal and accrued interest of $600~~714,~~685~~286 incommon ~~the~~stocks ~~Company.~~to OnCameron ~~January 5,~~Canzellarini ~~2024,~~pursuant ~~the~~to ~~Company reissued~~ a ~~convertible~~Share ~~note~~Purchase toAgreement ~~ILUS~~dated ~~who~~December ~~on the same day converted the note into 150~~12,~~753,425~~ ~~shares of common stock in the Company. As a result of such conversion~~2023, ~~Ilustrato~~for ~~acquired~~an ~~control~~aggregate ofpurchase ~~91.5%~~price of ~~the outstanding shares in SAML as of January 5~~$50, ~~2024~~000.

AsOn aFebruary ~~result of these transactions~~21, ~~the Company is now focused on the global public safety and technology~~2024, ~~engineering,~~we ~~and~~issued ~~manufacturing industries. Historically~~10, ~~the company has evolved out of the public safety sector mainly through developing and manufacturing Emergency Services products~~000,000 ~~including~~common ~~Emergency~~stocks ~~Response~~to ~~vehicles, Special~~Mechtech ~~Vehicle~~International ~~conversions,~~pursuant ~~Commercial EVs, and IoT Technology. The Company also intends~~ to ~~acquire~~a ~~complementary~~convertible ~~companies~~note ~~with~~dated ~~disruptive~~December ~~technology~~12, ~~strong~~ ~~management~~2023, ~~and~~with ~~potential~~a ~~for~~fair ~~rapid~~market ~~growth~~value ~~that may benefit from the cross-pollination~~ of ~~territories~~$281, ~~products, and skills offered by our other group companies~~750. ~~We seek to pursue and execute acquisitions that accelerate our growth strategy.~~

~~As a~~On ~~result~~February of23, ~~these~~2024, ~~transactions~~Ilustrato ~~the~~Pictures ~~results~~International, ofInc., ~~Operations~~entered into ~~for~~a ~~the~~Stock ~~three~~Purchase ~~months~~Agreement ~~ended~~with ~~March 31,~~Samsara ~~2023~~Luggage Inc., ~~are~~and ~~comparing~~sold ~~the~~all ~~results of~~its ~~the~~equity ~~legacy~~interests ~~luggage~~in ~~business~~seven ~~with~~companies ~~Emergency~~owned ~~Response~~by ~~Technologies for~~ the ~~three months ended March 31, 2024.~~Company:

~~Results of~~● ~~Operations~~Firebug Mechanical Equipment LLC

~~Three months~~● ~~ended~~Georgia ~~March 31,~~Fire ~~2024,~~& ~~compared~~Rescue toSupply ~~the three months ended March 31, 2023~~LLC

~~Revenue~~● Bright Concept Detection and Protection System LLC

~~The Company~~● ~~generates~~Bull ~~revenues~~Head ~~through~~Products 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.Inc

F● E-17Raptor

~~Costs of~~● ~~Sales~~The Vehicle Converters

~~Costs~~● ofAL ~~sales~~Shola ~~consist~~Al ofModea ~~the~~Safety ~~purchase of raw materials~~ and ~~the~~Security ~~cost of~~LLC, ~~production. Cost of revenues during~~ the ~~three~~only ~~months~~entity ~~ended~~in ~~March 31,~~which ~~2024, totaled $779,000 compared to $146,000 for~~ the ~~three months~~Company ~~ended~~does ~~March 31,~~not ~~2023.~~own ~~The~~100% ~~increase~~but inonly ~~the~~51% ~~costs~~ of ~~sales~~the ismembership ~~due to a change in business direction.~~ interests

~~Gross~~The consideration for the sale of the equity interests in the foregoing ~~Profit~~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.

~~During the~~On ~~three~~February ~~months ended March 31~~28, 2024, ~~Gross~~we ~~Profit~~issued ~~totaled $320~~2,~~000,~~500 ~~representing~~Series aB ~~Gross~~preferred ~~Profit~~stock ~~margin~~to ofSanjeeb Safir ~~25%.~~pursuant ~~During~~to ~~the~~a ~~three months~~consultancy ~~ended~~agreement ~~March 31~~dated January 8, 2023, ~~Gross~~with ~~Profit~~a ~~totaled~~fair market value of $~~102~~62,~~000~~750.

~~Operating~~On March 15, 2024, we issued 1,666,667 common stocks to Atara Feiglin ~~Expenses~~Dzikowski pursuant to a consultancy agreement dated January 8, 2023, with a fair market value of $41,667.

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.F-16

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

~~We realized~~On aApril ~~net~~3, ~~loss~~2024, ofwe ~~$993~~issued 30,000 ~~for~~shares ~~the~~of ~~three~~Series B ~~months~~preferred ~~ended~~stock ~~March 31,~~to ~~2024,~~John-Paul asBackwell ~~compared~~pursuant to ahis ~~net~~employment ~~loss~~agreement ofdated ~~$238~~January 5,~~000~~ ~~for~~2023, ~~the~~with ~~three months~~a ~~ended~~fair ~~March 31,~~market ~~2023~~value of $900,000.

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

~~Liquidity is~~On ~~the~~April ~~ability~~3, ~~of a company to generate funds to support its current and future operations~~2024, ~~satisfy~~we ~~its~~issued ~~obligations~~5,000 ~~and~~shares ~~otherwise~~of ~~operate~~Series onB anpreferred ~~ongoing~~stock ~~basis.~~to ~~Significant~~Daniel ~~factors~~Thomas inPeters ~~the~~pursuant ~~management~~to ofa ~~liquidity~~consultancy ~~are~~agreement ~~funds~~dated ~~generated~~January by5, ~~operations~~2023, ~~levels~~with ofa ~~accounts~~fair ~~receivable and~~market ~~accounts~~value ~~payable~~of ~~and capital expenditures~~$150,000.

~~As of~~On ~~March~~April 313, 2024, ~~the~~we ~~Company~~issued ~~had $157~~2,~~000~~500 ofshares ~~cash, total current assets~~ of ~~$3,209,000~~Series B ~~and~~preferred ~~total~~stock ~~current~~to ~~liabilities~~Annemarie ofLeo-Smith ~~$5,407,000~~pursuant ~~creating~~ to a ~~working~~consultancy ~~capital~~agreement ~~deficit~~dated ofJanuary $25,~~198,000.~~ ~~As of December 31,~~ 2023, ~~the~~with ~~Company had $12,000 of cash, total current assets of $12,000, and total current liabilities of 2,064,000, creating~~ a ~~working~~fair ~~capital~~market ~~deficit~~value of $275,~~052,~~000.

~~The~~On ~~working~~April ~~capital~~3, ~~deficit~~2024, ~~was~~we ~~mainly~~issued ~~attributable~~1,000 toshares aof ~~change in~~Series ~~business~~B ~~direction~~preferred ~~and~~stock ~~legacy~~to ~~receivables~~Aleksandar ~~from~~Savic ~~subsidiaries~~pursuant ~~transferred from ILUS~~ to ~~SAML~~a ~~with~~consultancy ~~the~~agreement ~~acquisition~~dated ofJanuary ~~the~~5, ~~subsidiaries~~2023, ~~collectively called~~with ~~Emergency~~a ~~Response~~fair ~~Technologies~~market ~~and~~value ~~the conversion~~ of ~~notes~~$30,000.

~~Net~~* ~~cash~~On ~~used~~January in3, ~~operating~~2024, ~~activities~~Ilustrato ~~was~~Pictures ~~$230,000~~International ~~for~~Inc. ~~the~~(“ILUS”) ~~three~~acquired ~~months ended~~a ~~March 31,~~convertible ~~2024,~~note asfrom ~~compared~~YAII toPN, ~~cash~~LTD ~~used~~with inoutstanding ~~operating~~principal ~~activities~~and accrued interest of $95600,~~000~~685 ~~for~~in the ~~three~~Company. ~~months~~On ~~ended~~January ~~March 31~~5, ~~2023. The~~2024, the Company’s ~~primary~~reissued ~~uses~~a ofconvertible ~~cash~~note ~~have~~to ~~been~~ILUS ~~for~~who ~~general~~on ~~and~~the ~~administrative~~same ~~expenses~~day ~~and~~converted ~~other~~the ~~working~~note ~~capital~~into ~~purposes~~150,753,425 shares of common stock in the Company.

~~Net~~NOTE ~~cash~~10 ~~used~~– inSUBSEQUENT 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.EVENTS

WeIn ~~have~~accordance ~~principally~~with ~~financed~~ASC ~~our~~855 ~~operations~~“Subsequent ~~through the sale of our~~Events,” ~~common~~Company ~~stock~~management ~~and~~reviewed ~~the~~all ~~issuance~~material ofevents ~~debt. Due to our operational losses, we relied to a large extent on financing our cash flow requirements~~ through the ~~issuance~~date ofthis ~~common~~report ~~stock~~was issued, and ~~debt. There can be no assurance we will be successful in raising~~ the ~~necessary~~following ~~funds~~subsequent toevents ~~execute our~~took ~~business plan~~place.

~~F-18~~On July 05, 2024, we issued 15,000 shares of Series B preferred stock to Louise Bennett pursuant to a consultancy agreement dated January 5, 2023, with a fair market value of $151,000.

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

~~Securing additional~~On ~~financing~~July is05, ~~critical~~2024, ~~to the implementation of our business plan. If and when~~ we ~~obtain~~issued ~~the~~4,580 ~~required~~shares ~~additional~~of ~~financing,~~Series weB ~~should~~preferred bestock ~~able~~ to ~~fully~~Narinder ~~implement~~Chadha ~~our~~persuant ~~business plan. In the event we are unable~~ to ~~raise~~a ~~any~~loan ~~additional~~agreement ~~funds~~with weBright ~~will~~Concept ~~not~~Detection be& ~~able to~~Protection ~~pursue~~System ~~our business plan~~LLC, ~~and~~with wea ~~may~~fair market ~~fail~~value ~~entirely. We currently have limited committed sources~~ of ~~financing~~$46,258.

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

~~The above~~Certain ~~conditions~~statements, ~~raise~~other ~~substantial~~than ~~doubt~~purely ~~about~~historical ~~our~~information, ~~ability~~including estimates, projections, statements relating to ~~continue~~our asbusiness aplans, ~~going~~objectives, ~~concern.~~and ~~Our~~expected ~~independent~~operating ~~auditors~~results, ~~included~~and anthe ~~explanatory~~assumptions upon ~~paragraph~~which inthose ~~their~~statements ~~report~~are onbased, are “forward-looking statements” within the ~~accompanying~~meaning ~~financial~~of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements ~~regarding~~generally ~~concerns~~are ~~about~~identified ~~our~~by ~~ability~~the towords “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” as“will alikely ~~going~~result,” ~~concern~~and similar expressions. ~~Our~~ ~~financial~~We intend such forward-looking statements ~~contain~~to ~~additional~~be ~~note~~covered ~~disclosures~~by ~~describing~~the safe-harbour provisions for forward-looking statements contained in the ~~circumstances~~Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe-harbour provisions. Forward-looking statements are based on current expectations and assumptions that ~~led~~are subject to ~~this~~risks ~~disclosure~~and byuncertainties ~~our~~which ~~independent~~may cause actual results to differ ~~auditors~~materially from the forward-looking statements. ~~Although~~Our weability ~~anticipate~~to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors that ~~our~~could ~~current~~have ~~operations~~a ~~will~~material ~~provide~~adverse useffect ~~with~~on ~~cash~~our ~~resources,~~operations weand ~~believe~~prospects ~~existing~~on ~~cash~~a ~~will~~consolidated ~~not~~basis beinclude but are not ~~sufficient~~limited to ~~fund~~changes ~~planned~~in ~~operations~~economic ~~and~~conditions, ~~projects~~incorporating ~~through~~acquisitions, changes in the ~~next~~supply 12chain ~~months.~~for ~~Therefore~~raw materials, weeffects ~~believe~~of weCovid and ~~will~~wars, ~~need~~including tothe ~~increase~~Ukraine ~~our~~war, ~~sales~~legislative/regulatory changes, ~~attain~~ ~~profitability~~availability of capital, interest rates, competition, and ~~raise~~generally accepted ~~additional~~accounting ~~funds~~principles. toThese ~~finance~~risks ~~our~~and ~~future~~uncertainties ~~operations~~should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. ~~Any~~We ~~meaningful~~undertake ~~equity~~no obligation to update or ~~debt~~revise ~~financing~~publicly ~~will~~any ~~likely~~forward-looking statements, whether as a result inof ~~significant~~new ~~dilution~~information, tofuture ~~our~~events ~~existing~~or ~~stockholders~~otherwise. ~~There~~Further isinformation noconcerning ~~assurance~~our ~~that~~business, including additional factors ~~funds~~that ~~will~~could bematerially ~~available~~affect onour ~~terms~~financial ~~acceptable to us~~results, oris atincluded ~~all~~herein and in our other filings with the SEC.

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.F-17

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

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

~~Off-Balance Sheet Arrangements~~General

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

~~F-19~~Overview

~~Item 3.~~SAML is a Nevada Corporation that is majority-owned ~~Quantitative~~by ILUS. SAML functions as the Emergency & Response subsidiary of ILUS and ~~Qualitative~~provides ~~Disclosures~~strategic ~~about~~management ~~Market~~oversight ~~Risk~~to its operating businesses, which includes, but is not limited to: financial and administrative management, sales, marketing, and human resources support.

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

~~Item~~The primary factors affecting our results of operations 4.include -but ~~Controls~~not ~~and~~limited ~~Procedures~~to:

~~Evaluation of~~General ~~Disclosure~~Macro ~~Controls~~Economic ~~and Procedures~~Conditions

WeOur ~~evaluated~~business ~~the~~is ~~effectiveness~~impacted ~~of the design and operation of our disclosure~~by ~~controls and procedures as of~~ the ~~end~~global ofeconomic ~~the~~environment, ~~period~~employment ~~covered~~levels, byconsumer ~~this~~confidence, ~~Quarterly~~government, ~~Report~~and onmunicipal ~~Form 10-Q~~spending. ~~The~~Global ~~controls~~instability ~~evaluation~~in ~~was conducted~~securities ~~under~~markets ~~the supervision~~ and ~~with~~ the ~~participation~~Russian invasion of ~~management,~~Ukraine ~~including our Chief Executive Officer and Chief Financial Officer. Disclosure controls and procedures~~ are ~~controls~~among ~~and~~other ~~procedures~~factors ~~designed to reasonably assure~~ that ~~information~~can ~~required~~impact toour befinancial ~~disclosed~~performance. inIn ~~our~~particular, ~~reports~~changes ~~filed~~in ~~under~~ the ~~Exchange~~U.S. ~~Act,~~economic ~~such~~climate ascan ~~this~~impact ~~Quarterly~~the ~~Report~~demand onof ~~Form 10-Q,~~our isproduct ~~recorded,~~range. ~~processed,~~The ~~summarized~~Industrial and ~~reported~~Manufacturing ~~within the~~sectors ~~periods~~are ~~specified~~impacted inby the overall ~~Commission’s~~economic ~~rules~~environment ~~and~~as ~~forms.~~addressed ~~Disclosure~~in ~~controls~~the ~~and~~risk ~~procedures~~factors. ~~are~~Tenders ~~also~~can ~~designed~~be towithdrawn ~~reasonably assure that such information is accumulated~~ and ~~communicated~~lead totimes ~~our~~for ~~management, including~~ the ~~Chief~~manufacturing ~~Executive~~can ~~Officer~~be ~~and~~affected which ~~Chief~~can ~~Financial~~result ~~Officer, as~~in ~~appropriate~~cancellation toof ~~allow~~orders ~~timely~~if ~~decisions~~not ~~regarding~~delivered ~~required~~on ~~disclosure~~time.

~~Based~~New onBusiness ~~the controls evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form~~Direction ~~10-Q,~~— Emergency ~~our~~Response disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the Commission, and that material information relating to our company and our consolidated subsidiary is made known to management, including the Chief Executive Officer and Chief Financial Officer, particularly during the period when our periodic reports are being prepared.Technologies

~~Inherent~~On January 3, 2024, Ilustrato Pictures International Inc. (“ILUS”) ~~Limitations~~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 ~~Effectiveness~~the same day converted the note into 150,753,425 shares of ~~Controls~~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.

~~Our management,~~As ~~including~~a ~~our~~result ~~Chief~~of ~~Executive~~these ~~Officer~~transactions, ~~and~~the ~~Chief~~Company ~~Financial~~is ~~Officer,~~now ~~does~~focused ~~not~~on ~~expect~~the public ~~that~~safety ~~our~~and ~~disclosure~~emergency ~~controls~~response ~~and~~sector. ~~procedures or~~Historically, ~~our~~the ~~internal~~company ~~control~~has ~~over~~evolved ~~financial~~out ~~reporting~~of ~~will~~the ~~prevent~~emergency orresponse ~~detect~~sector ~~all~~mainly ~~error~~through developing and ~~all~~manufacturing ~~fraud.~~Emergency AServices ~~control system~~products, noincluding ~~matter~~Emergency ~~how~~Response ~~well designed and operated~~vehicles, ~~can~~Special ~~provide~~Vehicle ~~only reasonable~~conversions, ~~not absolute~~Commercial EVs, ~~assurance~~and ~~that~~IoT ~~the control system’s objectives will be met~~Technology. The ~~design~~ ofCompany aalso ~~control~~intends ~~system~~to ~~must~~acquire ~~reflect~~complementary ~~the~~companies ~~fact~~with ~~that~~disruptive ~~there~~technology, ~~are~~strong ~~resource constraints~~management, and potential ~~the~~for ~~benefits~~rapid ofgrowth ~~controls~~that ~~must~~may bebenefit ~~considered relative~~from tothe ~~their~~cross-pollination ~~costs.~~of ~~Further~~territories, ~~because of the inherent limitations in all control systems~~products, noand ~~evaluation~~skills ofoffered ~~controls~~by ~~can~~our ~~provide~~other ~~absolute~~group ~~assurance~~companies. ~~that~~We ~~misstatements~~seek ~~due~~ to ~~error~~pursue orand ~~fraud~~execute ~~will~~acquisitions ~~not occur or~~ that ~~all~~accelerate ~~control~~our ~~issues~~growth ~~and instances of fraud, if any, within a company have been detected~~strategy.

~~Changes~~As a result of these transactions the results of Operations for the inthree ~~Internal~~and ~~Control~~six ~~over~~months ~~Financial~~ended ~~Reporting~~June 30, 2023, are comparing the results of the legacy luggage business with Emergency Response Technologies for the three and six months ended June 30, 2024.

~~There were~~Planned no changes in our internal control over financial reporting (as defined in Rules 13a-15f and 15d-15f under the Exchange Act) that occurred during the quarter ended March 31, 2023, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.Developments

2In the second half of 2024, the Company will allocate resources to its operating subsidiaries in a continued effort to increase efficiency, drive increased sales and positively impact their financial results. The Company intends to acquire new operating businesses to further its expansion.

~~Part II: Other Information~~2

~~Item~~Results of Operations for the Six & Three months ended June 130, -2024, ~~Legal~~and ~~Proceedings~~June 30, 2023

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

~~Item 1A~~The Company generated revenues through the sale and distribution of smart luggage products and following the aforementioned change in business direction, through the sale of public safety and emergency response products and services. Revenues during the six months ended June 30, 2024, totaled $2028k compared to $349k for the six months ~~Risk~~ended ~~Factors~~June 30, 2023. The increase in the total revenue is due to the acquisitions.

~~There~~The Company generated revenues through the sale and distribution of ~~have~~smart ~~been~~luggage noproducts ~~material~~and ~~changes~~following tothe aforementioned change in business direction, through the ~~risk~~sale ~~factors~~of ~~previously~~public ~~disclosed~~safety inand ~~our~~emergency response ~~Annual~~products ~~Report~~and onservices. ~~Form 10-K~~Revenues ~~for~~during the ~~year~~three months ended ~~December 31~~June 30, 2024, totaled $929k compared to $01k for the three months ended June 30, 2023. The increase in the total revenue is due to the acquisitions.

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

~~None~~Costs of sales consist of the purchase of raw materials, the cost of production and labor. Cost of revenues during the six months ended June 30, 2024, totaled $1,399k compared to $186K for the six months ended June 30, 2023. The increase in the costs due to the acquisitions.

~~Item~~Costs of sales consist of the purchase of raw materials, the cost of 3production and labor. ~~Defaults~~Cost ~~upon~~of ~~Senior~~revenues ~~Securities~~during the three months ended June 30, 2024, totaled $620k compared to $40K for the six months ended June 30, 2023. The increase in the costs due to the acquisitions.

~~None~~Gross Profit

~~Item~~During the six months ended June 30, 2024, Gross Profit totaled $629K, 4representing a Gross Profit margin of 31%. ~~Mine~~During ~~Safety~~the ~~Disclosures~~six months ended June 30, 2023, Gross Profit totaled $163K.

~~None~~During the three months ended June 30, 2024, Gross Profit totaled $309K, representing a Gross Profit margin of 33,26%. During the three months ended June 30, 2023, Gross Profit totaled $61K.

~~Item 5.~~Operating ~~Other Information~~Expenses

~~None~~Operating expenses totaled $1,887K during the six months ended June 30, 2024, compared to $460K during the six months ended June 30, 2023. The increase in operating expenses is due to acquisitions.

~~Item~~Operating expenses totaled $584K during the three months ended June 630, 2024, compared to $238K during the three months ended June 30, 2023. ~~Exhibits~~The increase in operating expenses is due to acquisitions.

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

Net Profit/Loss

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

3Company realized a net loss of $284K for the three months ended June 30, 2024, as compared to a net profit of $49K for the three months ended June 30, 2023.

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

~~Pursuant to~~Liquidity ~~the~~and ~~requirements~~Capital ~~of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~Resources

SAMSARA LUGGAGE, INC.
Date:	May 31, 2024
By:	/s/ John-Paul Backwell
	John-Paul Backwell
Title:	Chief Executive Officer (principal executive and principal accounting and financial officer)

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

4As of June 30, 2024, the Company had $173K of cash, total current assets of $3,979K and total current liabilities of $5,258K creating a working capital deficit of $K,279. As of December 31, 2023, the Company had $12K of cash, total current assets of $12K, and total current liabilities of 2,064K, creating a working capital deficit of $2,052K.

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

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

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

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

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

Necessity of Additional Financing

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

Going Concern Consideration

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

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

Seasonality

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. - Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Based on the controls evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the Commission, and that material information relating to our company and our consolidated subsidiary is made known to management, including the Chief Executive Officer and Chief Financial Officer, particularly during the period when our periodic reports are being prepared.

Inherent Limitations on Effectiveness of Controls

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

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15f and 15d-15f under the Exchange Act) that occurred during the quarter ended March 31, 2023, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Part II: Other Information

Item 1 - Legal Proceedings

Item 1A. Risk Factors

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

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

None.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

Exhibit No.		Description
4.1*		Convertible Promissory Note, dated April 3, 2024, with Enza International Ltd.
4.2*		Convertible Promissory Note, dated April 3, 2024, with Mechtech Industrial Ltd.
4.3*		Convertible Promissory Note, dated March 12, 2024, with 1800 Diagonal Lending LLC
4.4**		Convertible Promissory Note, dated May 9, 2024, with 1800 Diagonal Lending LLC
4.5**		Convertible Promissory Note, dated June 21, 2024, with 1800 Diagonal Lending LLC
10.1*		Assignment Agreement, dated as of January 3, 2024, ILUS International Inc. and YAII PN, Ltd. (incorporated by reference into the Company’s Form 10-k filed with the United States Securities and Exchange Commission on April 2, 2024)
10.2*		Reissuance of note, dated as of January 5, 2024, Enza International Ltd. (incorporated by reference into the Company’s Form 10-k filed with the United States Securities and Exchange Commission on April 2, 2024)
10.3*		Stock Purchase Agreement, dated as of January 12, 2024, Kyle Edward Comerford. (incorporated by reference into the Company’s Form 10-k filed with the United States Securities and Exchange Commission on April 2, 2024)
10.4*		Convertible Promissory Note, dated as of January 23, 2024, 1800 Diagonal Lending LLC. (incorporated by reference into the Company’s Form 10-k filed with the United States Securities and Exchange Commission on April 2, 2024)
10.5*		Stock Purchase Agreement, dated as of January 31, 2024, Cameron Canzellarini. (incorporated by reference into the Company’s Form 10-k filed with the United States Securities and Exchange Commission on April 2, 2024)
10.6*		Stock Purchase Agreement, dated as of February 23, 2024, ILUS International Inc. (incorporated by reference into the Company’s Form 10-k filed with the United States Securities and Exchange Commission on April 2, 2024)
31.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
104*		Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101

Provided Previously

Provided Herein

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SAMSARA LUGGAGE, INC.

Date:	August 21, 2024

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

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