Correspondence 0001213900-24-085759 from Samsara Luggage, Inc. (SAML) (CIK 0001530163)
Samsara Luggage, Inc. (SAML) (CIK 0001530163)
Date: Oct. 7, 2024 · CIK: 0001530163 · Accession: 0001213900-24-085759
AI Filing Summary & Sentiment
File numbers found in text: 000-54649
Letter
Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Attention: Valeria Franks and Rufus Decker Re: Samsara Luggage, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Form 10-Q for Fiscal Quarter Ended March 31, File No. 000-54649
Dear Mrs. Franks and Mr. Decker:
I write on behalf of Samsara Luggage, Inc. (the “Company”) in response to the Staffs letter of September 20, 2024, by the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced File No. 000-54649
Paragraph numbering used for each response corresponds to the numbering used in the Comment letter.
Form 10-Q for Fiscal Quarter Ended June 30, 2024
Note 2 - Summary of Significant Accounting Policies and Basis of Presentation
Goodwill, page F-11
1. We read your responses to prior comments 1 and 2. Please file an Item 4.02 Form 8-K, since the previously issued financial statements included in your March 31, 2024 and June 30, 2024 Forms 10-Q can no longer be relied upon due to the errors requiring restatement. Refer to General Instruction B.1 and Item 4.02 of Form 8-K. Please also file your amended December 31, 2023 Form 10-K. In addition, file amended March 31, 2024 and June 30, 2024 Forms 10-Q that:
- have been reviewed by your auditors,
- disclose your disclosure controls and procedures were not effective,
- include financial statements labeled as restated and,
- contain the restatement footnote disclosures required by ASC 250-10-50-7 through 50-11. In the restatement footnote, clearly disclose (a) the nature of each error and (b) the effect of each error correction by presenting the as originally reported amount, the error correction amount and the as restated amount for each financial statement line item that changed.
In Response to Comment 1:
The Company filed a 10-K/A on October 4, 2024, amending and restating item 9A of the Original Form 10-K in its entirety. We have revised our disclosures of our internal controls over financial reporting and concluded that such controls are not effective. Our revisions include the reasons why are internal conrols over financial reporting our deemed ineffective and the measures the Company is taking to strength such controls.
We are in the process of amending and restating the March 31, 2024, and June 30 2024, Form 10-Qs both of which will be subject to review by our current auditor Bush and Associates CPA and will incorporate the required restatement labeling as well as the disclosures required by ASC 250-10-50-7 through 50-11.
The company will file a form 8-K addressing item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review for the periods ending March 31, 2024, and June 30 2024, addressing they can no longer be relied upon due to the errors requiring restatement pertaining to the increase in investments, goodwill, and equity.
Sincerely,
John-Paul Backwell
Show Raw Text
CORRESP
1
filename1.htm
Samsara Luggage, Inc.
6 Broadway, Suite 934,
New York, NY 10004
Via EDGAR
October 7, 2024
United States Securities and Exchange Commission
Division of Corporation Finance Office of Trade
& Services
100 F Street, N.E. Mailstop 3720
Washington D.C., 20549-7010
Attention: Valeria Franks and Rufus Decker
Re:
Samsara Luggage, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Form 10-Q for Fiscal Quarter Ended March 31,
2024
File No. 000-54649
Dear Mrs. Franks and Mr. Decker:
I write on behalf of Samsara Luggage, Inc. (the “Company”)
in response to the Staffs letter of September 20, 2024, by the Division of Corporation Finance of the United States Securities and Exchange
Commission (the “Commission”) regarding the above-referenced File No. 000-54649
Paragraph numbering used for each response corresponds to the numbering
used in the Comment letter.
Form 10-Q for Fiscal Quarter Ended June 30, 2024
Note 2 - Summary of Significant Accounting Policies and Basis of
Presentation
Goodwill, page F-11
1. We read your responses to prior comments 1 and 2. Please file an Item 4.02 Form 8-K, since the previously issued financial statements included in your March 31, 2024 and June 30, 2024 Forms 10-Q can no longer be relied upon due to the errors requiring restatement. Refer to General Instruction B.1 and Item 4.02 of Form 8-K. Please also file your amended December 31, 2023 Form 10-K. In addition, file amended March 31, 2024 and June 30, 2024 Forms 10-Q that:
- have been reviewed by your auditors,
- disclose your disclosure controls and procedures were not effective,
- include financial statements labeled as restated and,
-
contain the restatement footnote disclosures required by ASC 250-10-50-7 through 50-11. In the restatement footnote, clearly disclose (a) the nature of each error and (b) the effect of each error correction by presenting the as originally reported amount, the error correction amount and the as restated amount for each financial statement line item that changed.
In Response to Comment 1:
The Company filed a 10-K/A on October 4, 2024, amending
and restating item 9A of the Original Form 10-K in its entirety. We have revised our disclosures of our internal controls over financial
reporting and concluded that such controls are not effective. Our revisions include the reasons why are internal conrols over financial
reporting our deemed ineffective and the measures the Company is taking to strength such controls.
We are in the process of amending
and restating the March 31, 2024, and June 30 2024, Form 10-Qs both of which will be subject to review by our current auditor Bush and
Associates CPA and will incorporate the required restatement labeling as well as the disclosures required by ASC 250-10-50-7 through 50-11.
The company will file a form 8-K
addressing item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review for
the periods ending March 31, 2024, and June 30 2024, addressing they can no longer be relied upon due to the errors requiring restatement
pertaining to the increase in investments, goodwill, and equity.
Sincerely,
John-Paul Backwell
Chief Executive Officer and Director
Samsara Luggage, Inc.
6 Broadway, Suite 934
New York, NY 10004