Samsara Luggage (SAML) 10-Q 12 Aug 20 2020 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2020	Aug. 11, 2020
Document and Entity Information [Abstract]
Entity Registrant Name	Samsara Luggage, Inc.
Entity Central Index Key	0001530163
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Jun. 30, 2020
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		3,778,298,556
Entity File Number	000-54649
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	NV

Condensed Balance Sheets

Condensed Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 156	$ 477
Inventory	173	125
Other current assets	1	14
Total current assets	330	616
Property and Equipment, net	4	5
Total assets	334	621
CURRENT LIABILITIES:
Account payable	24	26
Accrued Expense and other liabilities	95	57
Related party payables	112	105
Short-term loans	250	250
Convertible Notes (Note3)	38
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs (Note 3)	789	1,053
Fair value of warrants issued in convertible loan (Note 3)	92	319
Total current liabilities	1,400	1,810
TOTAL LIABILITIES	1,400	1,810
STOCKHOLDERS' DEFICIT
Common stock subscribed
Common stock, authorized 5,000,000,000 shares, $0.0001 par value; 3,535,935,553 issued and outstanding as of June 30, 2020 and December 31, 2019, respectively	354	354
Additional paid in capital	5,366	5,366
Services receivable	(1,325)	(1,673)
Accumulated deficit	(5,461)	(5,236)
Total stockholders' deficit	(1,066)	(1,189)
Total liabilities and stockholders' deficit	$ 334	$ 621

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stock, par value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	5,000,000,000	5,000,000,000
Common stock, shares issued	3,535,935,553	3,535,935,553
Common stock, shares outstanding	3,535,935,553	3,535,935,553

Condensed Statements of Operati

Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Income Statement [Abstract]
Revenues from sales of products	$ 330	$ 31	$ 351	$ 605
Cost of sales of products	(172)	(22)	186	314
GROSS PROFIT	158	9	165	291
OPERATING EXPENSES
Research and development expenses	105	9	140	32
Selling and marketing expenses	105	30	187	32
General and administrative	277	225	524	606
TOTAL OPERATING EXPENSES	487	264	851	670
OPERATING LOSS	(329)	(255)	(686)	(379)
FINANCING INCOME (EXPENSES)
Interest and amortization of issuance cost on note and short-term loan	(51)	(141)	(84)	(257)
Income in respect of warrants issued and convertible component in convertible loan, net interest expenses	(7)	(520)	545	(520)
TOTAL FINANCING INCOME (EXPENSES)	(58)	(661)	461	(777)
NET LOSS	$ (387)	$ (916)	$ (225)	$ (1,156)
Net loss per basic and diluted share	$ 0	$ 0	$ 0	$ 0
Weighted average number of basic and diluted common shares outstanding	3,535,935,553	2,589,506,080	3,535,935,553	2,589,506,080

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Cash Flows from Operating Activities:
Net loss	$ (225)	$ (1,156)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of services receivable	360	300
Interest on convertible note and short-term loan and amortization of issuance cost	75	219
Expenses in respect of warrants issued and convertible component in convertible loan, net interest expenses	(545)	520
Depreciation	1
Changes in Operating Assets and Liabilities:
Inventory	(48)	57
Other current assets	1	50
Related parties, net	7	29
Accounts payable	(2)	22
Deferred revenue		(460)
Other Accounts payable
Net Cash Used by Operating Activities	(376)	(419)
Cash Flows from Investing Activities
Purchase of Property and Equipment		(4)
Net Cash Used by Investing Activities		(4)
Cash Flows from Financing Activities:
Proceeds from Convertible loans, net of issuance cost	55	250
Proceeds from common stock subscriptions		500
Net Cash Provided by Financing Activities	55	750
Net Decrease in Cash	(321)	327
Cash at Beginning of Period	477	129
Cash at End of Period	156	456
Supplemental disclosure of non-cash financing activities
Cash paid for interest

General

General	6 Months Ended
	Jun. 30, 2020
General [Abstract]
GENERAL	NOTE 1 – GENERAL A. Samsara Luggage, Inc. (the “Company”) was incorporated on May 7, 2007 under the name, “Darkstar Ventures, Inc.” under the laws of the State of Nevada. From the date of its formation until May 2011, the Company did not have any business activity except for the development of its website and locating companies through which it could offer products. Once its proprietary website was officially launched in July 2011, the Company engaged in the business of marketing eco-friendly health and wellness products, such as air and water filtration systems, organic baby products, and eco-friendly beds and linens through affiliate marketing arrangements. On May 14, 2015, the founder of the Company, Chizkiyau Lapin, sold all of his shares of common stock of the Company, then constituting 51% of the issued and outstanding shares of common stock of the Company, to Mr. Avraham Bengio. In April 2016, the Company began to focus, through its wholly-owned Israeli subsidiary, Bengio Urban Renewal Ltd. (“Bengio Urban Renewal”), in the area of real estate development, particularly on the urban renewal market in Israel. B. Merger Transaction On November 12, 2019, the Company completed its merger with the Delaware corporation that was previously known as “Samsara Luggage, Inc.” (“Samsara Delaware”) in accordance with the terms of the Merger Agreement and Plan of Merger, dated as of May 10, 2019, (the “Merger Agreement”) by and among the Company, Samsara Delaware, and Avraham Bengio, pursuant to which Samsara Delaware merged with and into the Company, with the Company being the surviving corporation (the “Merger”). Following the completion of the Merger, the business of the Company going forward became the business of Samsara Delaware prior to the Merger, namely, designing, manufacturing, and selling high quality luggage products to meet the evolving needs of frequent travelers and also seeking to present new technologies within the aluminum luggage industry, including an aluminum “smart” suitcase. The Company filed (1) Articles of Merger with the Secretary of State of the State of Nevada in which the Company amended its Articles of Incorporation to change the Company’s name to “Samsara Luggage, Inc.” effective as of November 12, 2019; and (2) a Certificate of Amendment with the Secretary of State of the State of Nevada in which the Company increased the number of authorized shares of common stock of the Company from 2,000,000,000 shares of common stock to 5,000,000,000 shares of common stock effective as of November 12, 2019. In connection with the Merger, the Company and Avraham Bengio entered into an Assignment and Assumption Agreement pursuant to which the Company sold 100% of the issued and outstanding shares of the Company’s wholly-owned Israeli subsidiary, Bengio Urban Renewal and all of the Company’s interest in Bengio Urban Renewal (including all debts and liabilities owed by the Company to Bengio Urban Renewal and the debts of Bengio Urban Renewal to the Company) to Avraham Bengio, the former CEO and principal shareholder of the Company (prior to the Merger). At the effective time of the Merger, each share of common stock of Samsara Delaware, $0.0001 par value, was converted into the right to receive 458.124 shares of the Company’s common stock, such that the shareholders of Samsara Delaware were issued new shares of the Company representing approximately 80% of the issued and outstanding shares of the Company’s common stock following the completion of the Merger. The exchange rate was determined through arms’-length negotiations between the Company and Samsara Delaware. Immediately after the Merger, assuming the issuance of all of the merger consideration, there were approximately 3,236,851,080 shares of Common Stock outstanding, of which (i) the former stockholders of Samsara Delaware owned 2,589,506,080 shares, representing approximately 80% of the outstanding shares of Common Stock; and (ii) the Company’s stockholders immediately prior to the Merger owned 647,345,000 shares, representing approximately 20% of the outstanding shares of Common Stock. The transaction was accounted for as a reverse asset acquisition in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Under this method of accounting, Samsara Delaware was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the facts that, immediately following the Merger: (i) Samsara Delaware’s stockholders owned a substantial majority of the voting rights in the combined company, (ii) Samsara Delaware designated a majority of the members of the initial board of directors of the combined company, and (iii) Samsara Delaware’s senior management holds all key positions in the senior management of the combined company. As a result of the Merger, the shareholders of Samsara Delaware received the largest ownership interest in the Company, and Samsara Delaware was determined to be the “accounting acquirer” in the Merger. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Samsara Delaware. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Merger. The Common Stock listed on the OTC Pink Marketplace, previously trading through the close of business on November 11, 2019 under the ticker symbol “DAVC,” commenced trading on the OTC Pink Marketplace under the ticker symbol “SAML” on November 12, 2019. The Common Stock has a new CUSIP number, 79589J101. On November 13, 2019, the Board of Directors of the Company amended Section 3 of Article VII of the bylaws of the Company to change the fiscal year end-date of the Company from July 31 to December 31. C. In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, as well as the Company’s business and operations. The extent to which COVID-19 impacts our business and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, the Company’s business and results of operations may be materially adversely affected. D. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as going concern. As of June 30, 2020, the Company had approximately $156,000 in cash and cash equivalents, approximately $1,070,000 in deficit of working capital, a stockholders’ deficiency of approximately $1,066,000 and an accumulated deficit of approximately $5,461,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Company’s ability to continue as a going concern is dependent upon raising capital from financing transactions and revenue from operations. Management anticipates their business will require substantial additional investments that have not yet been secured. Management is continuing in the process of fund raising in the private equity and capital markets as the Company will need to finance future activities. These financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies and Basis of Presentation	6 Months Ended
	Jun. 30, 2020
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Unaudited Interim Financial Statements The accompanying unaudited financial statements include the accounts of the Company, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the for six-months ended June 30, 2020. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2020. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). The accompanying unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 3, 2020 (the “Annual Report”). For further information, reference is made to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Use of Estimates The preparation of unaudited condensed financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Estimates are used when accounting for Warrants and Convertible Note and Going Concern. Derivative and Fair Value of Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of June 30, 2020 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 789 789 Fair value of warrants issued in convertible loan - - 92 92 Total liabilities - - 881 881 Balance as of December 31, 2019 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 1,053 1,053 Fair value of warrants issued in convertible loan - - 319 319 Total liabilities - - 1,372 1,372 Recent Accounting Standards announced In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. This guidance replaces the current incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. ASU 2018-19 clarifies that receivables from operating leases are accounted for using the lease guidance and not as financial instruments. The guidance became effective on January 1, 2020, including interim periods within that year and requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Under the modified retrospective method of adoption, prior year reported results are not restated. The Company has performed its analysis of the impact on its financial instruments that are within the scope of this guidance and has concluded that there is no material impact to its consolidated financial statements.

Convertible Notes

Convertible Notes	6 Months Ended
	Jun. 30, 2020
Convertible Loan [Abstract]
CONVERTIBLE NOTES	NOTE 3 – CONVERTIBLE NOTES A. On June 5, 2019, the Company entered into a Securities Purchase Agreement (“SPA”) with YAII PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to provide the Company with a convertible loan in the aggregate amount of $1,100,000 in three tranches, and the Company agreed to issue convertible debentures and a warrant to the Investor. The first tranche of the convertible debentures in the amount of $210,000 was provided upon execution of the SPA. The second tranche in the amount of $300,000 was provided on October 23, 2019 upon the Company filing of a Registration Statement on Form S-4 in connection with the Merger with Samsara Delaware. The third tranche in the amount of $600,000 was provided on November 18, 2019 upon consummation of the Merger with Samsara Delaware and the fulfillment of all conditions required for the Merger. The Company incurred issuance cost of $100,000 with connection to those convertible debentures. Each tranche of the loan will bear interest at an annual rate of ten percent (10%). The principal amount together with the accrued and unpaid interest will be repayable after two years. Each tranche of the loan together with the accrued and unpaid interest (or any portion at the discretion of the Investor) will be convertible at any time six months following the issuance date, into shares of Company’s common stock at a conversion price equal to the lower of $0.003 per share or 80% of the lowest volume-weighted average price (VWAP) of Company’s share during the period of 10 days preceding the conversion date. On December 9, 2019 and pursuant to the SPA, YAII exercised its option to convert the first Convertible Promissory Note in the amount of $210,000 into 69,917,807 shares of Common Stock of the Company. In accordance with ASC 815-15-25 the conversion feature was considered embedded derivative instruments, and is to be recorded at their fair value as its fair value can be separated from the convertible loan and its conversion is independent of the underlying note value. The Company recorded finance expenses in respect of the convertible component in the convertible loan in the excess amount of the convertible component fair value over the face loan amount. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the convertible component was estimated by third party appraiser using the Monte Carlo Simulation Model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of the balance sheet date: June 30, Common stock price 0.0016 Expected volatility 180.97 % Expected term 0.93 years Risk free rate 0.16 % Forfeiture rate 0 % Expected dividend yield 0 % In addition, the Company issued to the Investor a warrant to purchase 91,666,666 shares of common stock, at an exercise price equal to $0.003. The warrants may be exercised within 5 years from the issuance date by cash payment or through cashless exercise by the surrender of warrants shares having a value equal to the exercise price of the portion of the warrant being exercised. The Company considered the provisions of ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”, with respect to the detachable Warrants that were issued to the Convertible loan, and determined that as a result of the “cashless exercise” and variable exercise price that would adjust the number of Warrants and the exercise price of the Warrants based on the price at which the Company subsequently issues shares or other equity-linked financial instruments, such Warrants cannot be considered as indexed to the Company’s own stock. Accordingly, the Warrants were recognized as derivative liability at their fair value on initial recognition. In subsequent periods, the Warrants were marked to market with the changes in fair value recognized as financing expense or income in the consolidated statement of operations. The warrants were estimated by third party appraiser using the Black-Scholes option-pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of the balance sheet date: June 30, Common stock price 0.0016 Expected volatility 108.99 % Expected term 3.93 years Risk free rate 0.23 % Forfeiture rate 0 % Expected dividend yield 0 % The following table presents the changes in fair value of the level 3 liabilities for the year ended December 31, 2019 and as of June 30, 2020: Warrants Convertible (U.S. dollars Outstanding at December 31, 2019 319 1,053 Changes in fair value (227 ) (318 ) Outstanding at June 30, 2020 92 735 B. On June 26, 2020, the Company entered into a Securities Purchase Agreement (“SPA”) with Power Up Lending Group Ltd. (the “Investor”), pursuant to which the Investor agreed to provide the Company with an initial investment in the form of a convertible loan in the principal amount of $67,000 (the “Initial Investment”). The SPA contemplates additional financing of up to $925,000 in the aggregate, subject to the agreement of both parties. The funds are expected to be used to finance the Company’s working capital needs. The convertible loan will bear interest at an annual rate of eight percent (8%) with a maturity date of June 25, 2021 (the “Maturity Date”). The loan will be convertible after six months into shares of the Company’s common stock at a conversion price equal to seventy-five percent (75%) of the average of the lowest trading price for the Company’s common stock during the twenty (20) trading day period prior to the conversion date. The Company agreed to an original issue discount of $8,700 and to reimburse the Investor for its costs in the amount of $3,000. Accordingly, the net proceeds to the Company from the Initial Investment amounted to $55,000. The SPA and the convertible note contain events of default, including, among other things, failure to repay the loan amount by the Maturity Date, and bankruptcy and insolvency events, that could result in the acceleration of the Investor’s right to convert the loan amount into shares of common stock. The fair value of the convertible component was estimated by third party appraiser using the Monte Carlo Simulation Model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of the balance sheet date: June 30, Common stock price 0.0016 Expected volatility 180.97 % Expected term 0.99 years Risk free rate 0.17 % Forfeiture rate 0 % Expected dividend yield 0 % The following table presents the changes in fair value of the level 3 liabilities for the year ended December 31, 2019 and as of June 30, 2020: Convertible (U.S. dollars in Outstanding at December 31, 2019 - Fair value of issued level 3 liability 54 Outstanding at June 30, 2020 54

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2020
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 – RELATED PARTY TRANSACTIONS Related party balances at June 30, 2020 and December 31, 2019 consisted of the following: Related Parties Payable June 30, December 31, (U.S. dollars in thousands) Related Parties Payable due to management fee 112 105 General and Administrative Expenses For the six months 2020 2019 (U.S. dollars in thousands) Management Fee 50 50 For the three months 2020 2019 (U.S. dollars in thousands) Management Fee 25 25

Summary of Significant Accoun_2

Summary of Significant Accounting Policies and Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2020
Accounting Policies [Abstract]
Unaudited Interim Financial Statements	Unaudited Interim Financial Statements The accompanying unaudited financial statements include the accounts of the Company, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the for six-months ended June 30, 2020. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2020. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). The accompanying unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 3, 2020 (the “Annual Report”). For further information, reference is made to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Estimates are used when accounting for Warrants and Convertible Note and Going Concern.
Derivative and Fair Value of Financial Instruments	Derivative and Fair Value of Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of June 30, 2020 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 789 789 Fair value of warrants issued in convertible loan - - 92 92 Total liabilities - - 881 881 Balance as of December 31, 2019 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 1,053 1,053 Fair value of warrants issued in convertible loan - - 319 319 Total liabilities - - 1,372 1,372
Recent Accounting Standards announced	Recent Accounting Standards announced In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. This guidance replaces the current incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. ASU 2018-19 clarifies that receivables from operating leases are accounted for using the lease guidance and not as financial instruments. The guidance became effective on January 1, 2020, including interim periods within that year and requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Under the modified retrospective method of adoption, prior year reported results are not restated. The Company has performed its analysis of the impact on its financial instruments that are within the scope of this guidance and has concluded that there is no material impact to its consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies and Basis of Presentation (Tables)	6 Months Ended
	Jun. 30, 2020
Accounting Policies [Abstract]
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis	Balance as of June 30, 2020 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 789 789 Fair value of warrants issued in convertible loan - - 92 92 Total liabilities - - 881 881 Balance as of December 31, 2019 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 1,053 1,053 Fair value of warrants issued in convertible loan - - 319 319 Total liabilities - - 1,372 1,372

Convertible Notes (Tables)

Convertible Notes (Tables)	6 Months Ended
	Jun. 30, 2020
Monte Carlo Simulation Model [Member]
Schedule of changes in fair value of the level 3 liabilities	Convertible (U.S. dollars in Outstanding at December 31, 2019 - Fair value of issued level 3 liability 54 Outstanding at June 30, 2020 54
Monte Carlo Simulation Model [Member] | June 5, 2019 [Member]
Schedule of the fair value of the derivative at each balance sheet	June 30, Common stock price 0.0016 Expected volatility 180.97 % Expected term 0.93 years Risk free rate 0.16 % Forfeiture rate 0 % Expected dividend yield 0 %
Monte Carlo Simulation Model [Member] | June 26, 2020 [Member]
Schedule of the fair value of the derivative at each balance sheet	June 30, Common stock price 0.0016 Expected volatility 180.97 % Expected term 0.99 years Risk free rate 0.17 % Forfeiture rate 0 % Expected dividend yield 0 %
Black-Scholes Option-Pricing Model [Member]
Schedule of the fair value of the derivative at each balance sheet	June 30, Common stock price 0.0016 Expected volatility 108.99 % Expected term 3.93 years Risk free rate 0.23 % Forfeiture rate 0 % Expected dividend yield 0 %
Schedule of changes in fair value of the level 3 liabilities	Warrants Convertible (U.S. dollars Outstanding at December 31, 2019 319 1,053 Changes in fair value (227 ) (318 ) Outstanding at June 30, 2020 92 735

Related Party Transactions (Tab

Related Party Transactions (Tables)	6 Months Ended
	Jun. 30, 2020
Related Party Transactions [Abstract]
Schedule of related parties payable	June 30, December 31, (U.S. dollars in thousands) Related Parties Payable due to management fee 112 105
Schedule of general and administrative expenses	For the six months 2020 2019 (U.S. dollars in thousands) Management Fee 50 50 For the three months 2020 2019 (U.S. dollars in thousands) Management Fee 25 25

General (Details)

General (Details) - USD ($) $ / shares in Units, $ in Thousands	Nov. 12, 2019	May 14, 2015	Jun. 30, 2020	Dec. 31, 2019
General (Textual)
Outstanding shares percentage	80.00%
Common stock authorized			5,000,000,000	5,000,000,000
Common stock, par value			$ 0.0001	$ 0.0001
Merger consideration, description	(i) the former stockholders of Samsara Delaware owned 2,589,506,080 shares, representing approximately 80% of the outstanding shares of Common Stock; and (ii) the Company’s stockholders immediately prior to the Merger owned 647,345,000 shares, representing approximately 20% of the outstanding shares of Common Stock.
Common Stock outstanding			3,535,935,553	3,535,935,553
Cash and cash equivalents			$ 156,000
Deficit working capital			1,070,000
Accumulated deficit			(5,461)	$ (5,236)
Stockholders' deficiency			$ (1,066)	$ (1,189)
Common Stock [Member]
General (Textual)
Outstanding shares percentage	100.00%	51.00%
Common stock, par value	$ 0.0001
Conversion of common stock shares	458.124
Common Stock outstanding	3,236,851,080
Minimum [Member] | Common Stock [Member]
General (Textual)
Common stock authorized	2,000,000,000
Maximum [Member] | Common Stock [Member]
General (Textual)
Common stock authorized	5,000,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies and Basis of Presentation (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs	$ 789	$ 789
Fair value of warrants issued in convertible loan	92	319
Total liabilities	881	1,372
Level 1 [Member]
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs
Fair value of warrants issued in convertible loan
Total liabilities
Level 2 [Member]
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs
Fair value of warrants issued in convertible loan
Total liabilities
Level 3 [Member]
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs	789	789
Fair value of warrants issued in convertible loan	92	319
Total liabilities	$ 881	$ 1,372

Convertible Notes (Details)

Convertible Notes (Details)	6 Months Ended
	Jun. 30, 2020$ / shares
Monte Carlo Simulation Model [Member] | June 5, 2019 [Member]
Common stock price	$ 0.0016
Expected volatility	180.97%
Expected term	11 months 4 days
Risk free rate	0.16%
Forfeiture rate	0.00%
Expected dividend yield	0.00%
Monte Carlo Simulation Model [Member] | June 26, 2020 [Member]
Common stock price	$ 0.0016
Expected volatility	180.97%
Expected term	11 months 26 days
Risk free rate	0.17%
Forfeiture rate	0.00%
Expected dividend yield	0.00%
Black-Scholes Option-Pricing Model [Member]
Common stock price	$ 0.0016
Expected volatility	108.99%
Expected term	3 years 11 months 4 days
Risk free rate	0.23%
Forfeiture rate	0.00%
Expected dividend yield	0.00%

Convertible Notes (Details 2)

Convertible Notes (Details 2) $ in Thousands	6 Months Ended
	Jun. 30, 2020USD ($)
Convertible Component [Member]
Outstanding at January 1,2019
Fair value of issued level 3 liability	54
Outstanding at June 30, 2020	54
Level 3 [Member] | Warrants [Member]
Outstanding at January 1,2019	319
Changes in fair value	(227)
Outstanding at June 30, 2020	92
Level 3 [Member] | Convertible Component [Member]
Outstanding at January 1,2019	1,053
Changes in fair value	(318)
Outstanding at June 30, 2020	$ 735

Convertible Notes (Details Text

Convertible Notes (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	Dec. 09, 2019	Jun. 05, 2019	Jun. 26, 2020
Convertible Promissory Note [Member]
Convertible Notes (Textual)
Convertible debt	$ 210,000
Conversion price	$ 0.003
Number of warrants issued	91,666,666
Exercisable term	5 years
Shares of common stock	69,917,807
Securities Purchase Agreement [Member]
Convertible Notes (Textual)
Convertible debt		$ 1,100,000
Debt instrument description		The first tranche of the convertible debentures in the amount of $210,000 was provided upon execution of the SPA. The second tranche in the amount of $300,000 was provided on October 23, 2019 upon the Company filing of a Registration Statement on Form S-4 in connection with the Merger with Samsara Delaware. The third tranche in the amount of $600,000 was provided on November 18, 2019 upon consummation of the Merger with Samsara Delaware and the fulfillment of all conditions required for the Merger. The Company incurred issuance cost of $100,000 with connection to those convertible debentures.	The Company entered into a Securities Purchase Agreement (“SPA”) with Power Up Lending Group Ltd. (the “Investor”), pursuant to which the Investor agreed to provide the Company with an initial investment in the form of a convertible loan in the principal amount of $67,000 (the “Initial Investment”). The SPA contemplates additional financing of up to $925,000 in the aggregate, subject to the agreement of both parties. The funds are expected to be used to finance the Company’s working capital needs.
Interest rate		10.00%
Convertible terms		The principal amount together with the accrued and unpaid interest will be repayable after two years. Each tranche of the loan together with the accrued and unpaid interest (or any portion at the discretion of the Investor) will be convertible at any time six months following the issuance date, into shares of Company’s common stock at a conversion price equal to the lower of $0.003 per share or 80% of the lowest volume-weighted average price (VWAP) of Company’s share during the period of 10 days preceding the conversion date.	The convertible loan will bear interest at an annual rate of eight percent (8%) with a maturity date of June 25, 2021 (the “Maturity Date”). The loan will be convertible after six months into shares of the Company’s common stock at a conversion price equal to seventy-five percent (75%) of the average of the lowest trading price for the Company’s common stock during the twenty (20) trading day period prior to the conversion date. The Company agreed to an original issue discount of $8,700 and to reimburse the Investor for its costs in the amount of $3,000. Accordingly, the net proceeds to the Company from the Initial Investment amounted to $55,000.

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Related Parties Payable
Related Parties Payable due to management fee	$ 112		$ 112		$ 105
General and Administrative Expenses
Management fees	$ 25	$ 25	$ 50	$ 50