SAML / Samsara Luggage, Inc. - SEC提出書類- 年次報告書、委任状説明書

SAML Provides Update on Disclosure Status and OTC Markets Listing

Exhibit 99.1 SAML Provides Update on Disclosure Status and OTC Markets Listing NEW YORK, NY, July 17, 2025 (GLOBE NEWSWIRE) – Samsara Luggage Inc. (OTC: SAML), a publicly traded company focused on acquiring and growing businesses in the public safety sector, today issued an update regarding its financial disclosures and status on the OTC Markets platform. SAML is currently in the process of comple

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2025 SAMSARA LUGGAGE, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2025 SAMSARA LUGGAGE, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Employer

SAML Announces Strategic Review and Operational Streamlining of Public Safety Businesses and Shareholder Meeting Date.

Exhibit 99.1 SAML Announces Strategic Review and Operational Streamlining of Public Safety Businesses and Shareholder Meeting Date. NEW YORK, NY – 31 March 2025 – Samsara Luggage Inc. (OTC: SAML), a publicly traded company focused on acquiring and growing businesses in the public safety sector, today announced the streamlining of its operations to enhance efficiency and position the company for fu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-54649 NOTIFICATION OF LATE FILING CUSIP NUMBER 174736N105 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Rep

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 SAMSARA LUGGAGE, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Employer

LETTER

December 4, 2024 John-Paul Backwell Chief Executive Officer and Director Samsara Luggage, Inc.

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2024 SAMSARA LUGGAGE, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 000-54649 SAMSAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Samsara Luggage, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Samsara Luggage, Inc. FORM 12b-25 SEC FILE NUMBER 000-54649 NOTIFICATION OF LATE FILING CUSIP NUMBER 174736N105 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition R

LETTER

November 12, 2024 John-Paul Backwell Chief Executive Officer and Director Samsara Luggage, Inc.

LETTER

October 21, 2024 John-Paul Backwell Chief Executive Officer and Director Samsara Luggage, Inc.

Samsara Luggage, Inc. 6 Broadway, Suite 934, New York, NY 10004

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 Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54649 SAMSARA LUGGAGE, INC. (Exa

LETTER

September 20, 2024 John-Paul Backwell Chief Executive Officer and Director Samsara Luggage, Inc.

Samsara Luggage, Inc. 6 Broadway, Suite 934, New York, NY 10004

Samsara Luggage, Inc. 6 Broadway, Suite 934, New York, NY 10004 Via EDGAR August 30, 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 Q

Letter from Pipara & Co LLP to the Securities and Exchange Commission, Dated August 21, 2024

Exhibit 16.1 August 21, 2024 Office of the Chief Accountant Securities and Exchange Commission 100F Street, NE Washington, D.C. 20549 Dear Sir/Madam: We have read the statements made by Samsara Luggage Inc. (the Company), which were provided to us and which we understand will be filed with the Commission in a report on Form 8-K pursuant to Item 4.01 of Regulation S-K, regarding the change in its c

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 SAMSARA LUGGAGE, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Emplo

Convertible Promissory Note, dated May 9, 2024, with 1800 Diagonal Lending LLC

Exhibit 4.4 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN O

Convertible Promissory Note, dated June 21, 2024, with 1800 Diagonal Lending LLC

Exhibit 4.5 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN O

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 June 30, 2024 ☐ Transition Report pursuant to 1

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 June 30, 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 nam

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 SAMSARA LUGGAGE, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Employe

LETTER

August 16, 2024 John-Paul Backwell Chief Executive Officer and Director Samsara Luggage, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Samsara Luggage, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Samsara Luggage, Inc. FORM 12b-25 SEC FILE NUMBER 000-54649 NOTIFICATION OF LATE FILING CUSIP NUMBER 174736N105 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report

Convertible Promissory Note, dated March 12, 2024, with 1800 Diagonal Lending LLC

Exhibit 4.3 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN O

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 31, 2024 ☐ Transition Report pursuant to

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 31, 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 na

Convertible Promissory Note, dated April 3, 2024, with Mechtech Industrial Ltd.

Exhibit 4.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) UP TO US $

Convertible Promissory Note, dated April 3, 2024, with Enza International Ltd.

Exhibit 4.1 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) UP TO US $

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Samsara Luggage, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Samsara Luggage, Inc. FORM 12b-25 SEC FILE NUMBER 000-54649 NOTIFICATION OF LATE FILING CUSIP NUMBER 174736N105 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K ý Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Repor

Changes in Control of Registrant, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) : February 23, 2024 SAMSARA LUGGAGE, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Em

Samsara Luggage Inc. Notes to the audited Pro Forma Condensed Combined Financial Statements

Exhibit 99.1 Samsara Luggage Inc. Notes to the audited Pro Forma Condensed Combined Financial Statements On February 23, 2024, Samsara Luggage, Inc., a Nevada corporation (the “Company”), entered into a Stock Purchase Agreement (the “SPA”) with Ilustrato Pictures International, Inc., a Nevada corporation (“ILUS”) which owns 71.1% of the Company. Simultaneous with the execution and delivery of the

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)

Exhibit 10.26 SAMSARA LUGGAGE INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the “Agreement”) is made as of January 12, 2024, among Samsara Luggage Inc., a Nevada corporation (the “Company”) and Kyle Edward Comerford, (the “Investor”). The Investor understands that the Company proposes to offer and sell to the Investor 1,714,286 shares of its Common Stock for a purchase

Convertible Debenture, reissued January 5, 2024, in Samsara Luggage Inc.*

Exhibit 10.25 EXECUTION VERSION NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54649 SAMSARA LUGGAGE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-54649 NOTIFICATION OF LATE FILING CUSIP NUMBER 174736N105 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Rep

Reissuance of note, dated as of December 12, 2023, Mechtech Industrial Ltd.

Exhibit 10.23 EXECUTION VERSION NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE

Reissuance of note, dated as of December 12, 2023, Enza International Ltd.

Exhibit 10.21 EXECUTION VERSION NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE

Assignment Agreement, dated as of November 29, Mechtech Industrial Ltd. and YAII PN, Ltd.

Exhibit 10.20

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)

Exhibit 10.28 SAMSARA LUGGAGE INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the “Agreement”) is made as of January 31, 2024, among Samsara Luggage Inc., a Nevada corporation (the “Company”) and Cameron Canzellarini, (the “Investor”). The Investor understands that the Company proposes to offer and sell to the Investor 2,857,142 shares of its Common Stock for a purchase

Certificate of Designation of Series B Preferred Stock, filed with the United States Securities and Exchange Commission on February 6, 2024

Exhibit 3.9 STATE OF NEVADA FRANCISCO V. AGUILAR Secretary of State DEPUTY BAKKEDAHL Deputy Secretary for Commercial Recordings OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 401 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (70

Assignment Agreement, dated as of November 29, Enza International Ltd and YAII PN, Ltd.

Exhibit 10.18

Asset Purchase Agreement, dated as of March 28, 2024, Atara Dzikowski

Exhibit 10.30 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”), dated as of March 28, 2024, by and between Atara Feiglin Dzikowski an Israeli resident (“Buyer”), and Samsara Luggage, Inc., a Nevada corporation (“Seller”). RECITALS WHEREAS, Seller desires to sell, assign, transfer and convey, and Buyer desires to purchase, all of the assets of Seller indicated on Exhibit A

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)

Exhibit 10.27 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Insider Trading Policy.

Exhibit 14.2 Insider Trading Policy Introduction The Board of Directors of Emergency Response Technologies Inc. has adopted this policy to provide guidelines to all directors, officers, associates and consultants of Emergency Response Technologies Inc. with respect to trading in Emergency Response Technologies Inc. securities, as well as the securities of publicly traded companies with whom Emerge

Reissuance of note, dated as of December 12, 2023 Sky Holdings Ltd.

Exhibit 10.22 EXECUTION VERSION NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE

Assignment Agreement, dated January 3, 2024, by and among YAII, Ltd and ILUS *

Exhibit 10.24 CONVERTIBLE DEBENTURE SALE, PURCHASE & ASSIGNMENT AGREEMENT THIS CONVERTIBLE DEBENTURE SALE, PURCHASE & ASSIGNMENT AGREEMENT (this “Agreement”), dated as of January 3, 2024, by and among YAII PN, LTD (the “Seller”), a Cayman Islands limited company with an address at 1012 Springfield Avenue Mountainside, NJ 07092 and ILLUSTRATO PICTURES INTERNATIONAL INC. (AKA ILUS International) (th

Assignment Agreement, dated as of November 29, Sky Holdings Ltd and YAII PN, Ltd.

Exhibit 10.19

Code of Ethics.

Exhibit 14.1 CODE OF ETHICS Emergency Response Technologies Inc. will conduct its business honestly and ethically wherever we operate in the world. We will constantly improve the quality of our services, products and operations and will create a reputation for honesty, fairness, respect, responsibility, integrity, trust and sound business judgment. No illegal or unethical conduct on the part of of

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2024 SAMSARA LUGGAGE, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Employer No.) 135 East

Letter from Elkana Amitai CPA, LLC to the Securities and Exchange Commission

Exhibit 16.1 March 18, 2024 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read the statements made by SAMSARA LUGGAGE, INC. under Item 4.01 of its Current Report on Form 8-K dated on or about March 18, 2024. We agree with the statements concerning our firm contained therein. We have no basis to agree or disag

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2024 SAMSARA LUGGAGE, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Employer No.) 135 E

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)

Exhibit 10.18 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) made this 23 day of February 2024, between Samsara Luggage, Inc., a Nevada corporation (“Buyer”), and Ilustrato Pictures International, Inc., a Nevada corporation (“Seller”). WITNESSETH: WHEREAS, Seller owns all the equity interests (collectively, the “Shares”) in the companies (the “Companies”) listed on Exhib

SAML / Samsara Luggage, Inc. / YA II PN, Ltd. - SC 13G/A Passive Investment

SC 13G/A 1 tm245685d3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO SCHEDULE 13G Under the Securities Exchange Act of 1934 Samsara Luggage, Inc. (Name of Issuer) Common Shares, with a par value $0.001 per share (Title of Class of Securities) 79589J200 (CUSIP Number) December 31, 2023 (Date of Event, which Requires Filing of this State

SAML / Samsara Luggage, Inc. / Ilustrato Pictures International Inc. - SCHEDULE 13D Activist Investment

SC 13D 1 ea191380-13dilustratosamsa.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SAMSARA LUGGAGE, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 79589J101 (CUSIP Number) ILUSTRATO PICTURES INTERNATIONAL INC. 135 East 57th St. Suite 18-130 New York, NY 100

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2024 SAMSARA LUGGAGE,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2024 SAMSARA LUGGAGE, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 000-54649 SAMSAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Samsara Luggage, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Samsara Luggage, Inc. FORM 12b-25 SEC FILE NUMBER 000-54649 NOTIFICATION OF LATE FILING CUSIP NUMBER 174736N105 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 000-54649 SAMSARA LUG

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 SAMSARA LUGGAGE, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Employer

SAML / Samsara Luggage Inc / Dahan David - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

SAML / Samsara Luggage Inc / Dzikowski Atara - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 000-54649 SAMSARA LU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54649 SAMSARA LUGGAGE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Samsara Luggage, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Samsara Luggage, Inc. FORM 12b-25 SEC FILE NUMBER 000-54649 NOTIFICATION OF LATE FILING CUSIP NUMBER 174736N105 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Re

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 SAMSARA LUGGAGE, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Employ

Letter from Halperin Ilanit, dated as of January 25, 2023, addressed to the U.S. Securities and Exchange Commission (filed herewith).

Exhibit 16.1 January 25, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Samsara Luggage, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to a Current Report on Form 8-K of Samsara Luggage, Inc. dated January 25, 2023. We agree with the statements concern

QBIO / Q BioMed Inc / YA II PN, Ltd. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 13G Under the Securities Exchange Act of 1934 Samsara Luggage, Inc. (Name of Issuer) Common Shares, with a par value $0.001 per share (Title of Class of Securities) 74736N105 (CUSIP Number) December 31, 2022 (Date of Event, which Requires Filing of this Statement) Check the appropriate box to design

JOINT FILING AGREEMENT

EX-99.1 2 tm231355d3ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Samsara Luggage, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 000-54649 SAMSAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 000-54649 SAMSARA LUG

Certificate of Amendment to the Company’s Articles of Incorporation, dated July 6, 2022 (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on July 7, 2022).

Exhibit 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2022 Samsara Luggage, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Employer N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 000-54649 SAMSARA LU

Certificate of Designation of Series A Preferred Stock, dated May 17, 2022 (incorporated by reference to the Company’s Form 8-K filed with the United States Securities and Exchange Commission on May 19, 2022).

Exhibit 3.1 STATE OF NEVADA Commercial Recordings Division BARBARA K. CEGAVSKE 202 N. Carson Street Secretary of State Carson City, NV 89701 KIMBERLEY PERONDI Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Deputy Secretary for OFFICE OF THE Las Vegas, NV 89030 Telephone (702) Commercial Recordings SECRETARY OF STATE 486-2880 Fax (70

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2022 Samsara Luggage, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Employer N

Series A Preferred Stock Purchase Agreement, dated as of May 17, 2022, by and between Samsara Luggage, Inc. and 1800 Diagonal Lending LLC (incorporated by reference to the Company’s Form 8-K filed with the United States Securities and Exchange Commission on May 19, 2022).

Exhibit 10.1 SERIES A PREFERRED STOCK PURCHASE AGREEMENT This SERIES A PREFERRED STOCK PURCHASE AGREEMENT (the ?Agreement?), dated as of May 17, 2022, by and between SAMSARA LUGGAGE, INC., a Nevada corporation, with its address at 135 East 57th Street, Suite 18-130, New York, New York 10022 (the ?Company?), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 18

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Samsara Luggage, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Samsara Luggage, Inc. FORM 12b-25 SEC FILE NUMBER 000-54649 NOTIFICATION OF LATE FILING CUSIP NUMBER 174736N105 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Repor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54649 SAMSARA LUGGAGE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Samsara Luggage, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Samsara Luggage, Inc. FORM 12b-25 SEC FILE NUMBER 000-54649 NOTIFICATION OF LATE FILING CUSIP NUMBER 174736N105 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Re

QBIO / Q BioMed Inc / YA II PN, Ltd. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13G Under the Securities Exchange Act of 1934 Samsara Luggage, Inc. (Name of Issuer) Common Shares, par value $0.001 per share (Title of Class of Securities) 74736N105 (CUSIP Number) December 31, 2021 (Date of Event, which Requires Filing of this Statement) Check the appropriate box to designate the

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Samsara Luggage, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934

SAML / Samsara Luggage, Inc. / Dahan David - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SAMSARA LUGGAGE, INC.

SAML / Samsara Luggage, Inc. / Dzikowski Atara - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SAMSARA LUGGAGE, INC.

Securities Purchase Agreement, dated December 14, 2021, by and between the Company and YA II PN Ltd. (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on December 14, 2021)

Exhibit 10.1 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of December 14, 2021, by and among SAMSARA LUGGAGE, INC., a Nevada corporation (the ?Company?), and YA II PN, LTD., a Cayman Islands exempt company (?Investor?). WITNESSETH WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon an

Convertible Debenture, dated December 14, 2021, by and between the Company and YA II PN Ltd. (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on December 14, 2021)

Exhibit 10.2 EXECUTION VERSION NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2021 Samsara Luggage, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Emplo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2021 Samsara Luggage, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 000-54649 SAMSAR

Samsara Luggage, Inc. 361,596 Shares of Common Stock

Pursuant to Rule 424(b)(3) Registration No. 333-257632 PROSPECTUS Samsara Luggage, Inc. 361,596 Shares of Common Stock This prospectus relates to the offer and sale, from time to time, of up to 361,596 shares of the common stock of Samsara Luggage, Inc. (the ?Company,? ?Samsara,? ?we,? ?us? and ?our?) by those stockholders named in the section of this prospectus entitled ?Selling Stockholders.? Th

Samsara Luggage, INC. One University Plaza, Suite 505 Hackensack, NJ 07601 August 31, 2021

Samsara Luggage, INC. One University Plaza, Suite 505 Hackensack, NJ 07601 August 31, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 3561 Washington, D.C. 20549 Attn: Donald Field Office of Trade & Services Re: Samsara Luggage, Inc. Registration Statement on Form S-1/A Filed August 27, 2021 File No. 333-257632 Ladies and Gentlemen: Pursuan

As filed with the Securities and Exchange Commission on August 27, 2021

As filed with the Securities and Exchange Commission on August 27, 2021 Registration No.

Attorneys at Law

Attorneys at Law 1001 Avenue of the Americas | 12th Fl. New York, New York 10018 Dial: 212.335.0465 Fax: 917.688.4092 [email protected] www.foleyshechter.com August 27, 2021 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 3561 Washington, D.C. 20549 Attn: Donald Field Office of Trade & Services Re: Samsara Luggage, Inc. Registration Stateme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 000-54649 SAMSARA LUG

As filed with the Securities and Exchange Commission on August 2, 2021

As filed with the Securities and Exchange Commission on August 2, 2021 Registration No.

LETTER

United States securities and exchange commission logo July 12, 2021 Atara Dzikowski Chief Executive Officer Samsara Luggage, Inc.

As filed with the Securities and Exchange Commission on July 2, 2021

As filed with the Securities and Exchange Commission on July 2, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Samsara Luggage, Inc. (Name of Issuer) Common Shares, par value $0.001 per share (Title of Class of Securities) (CUSIP Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Samsara Luggage, Inc. (Name of Issuer) Common Shares, par value $0.001 per share (Title of Class of Securities) 174736N105 (CUSIP Number) June 8, 2021 (Date of Event, which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Securities Purchase Agreement, dated June 7, 2021, between the Company and YA II PN Ltd. (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on June 10, 2021)

Exhibit 10.1 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of June 7, 2021, by and among SAMSARA LUGGAGE, INC., a Nevada corporation (the ?Company?), and YA II PN, LTD., a Cayman Islands exempt company (?Investor?). WITNESSETH WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon an exemp

Registration Rights Agreement, dated June 7, 2021, between the Company and YA II PN Ltd. (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on June 10, 2021)

Exhibit 10.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of June 7, 2021, by and among SAMSARA LUGGAGE, INC., a Nevada corporation (the ?Company?), and YA II PN, LTD., a Cayman Islands exempt company (the ?Investor?). WHEREAS: A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date here

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2021 Samsara Luggage, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Employer N

Convertible Debenture, dated June 7, 2021, between the Company and YA II PN Ltd. (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on June 10, 2021)

Exhibit 10.2 EXECUTION VERSION NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 000-54649 SAMSARA LU

Form of Convertible Debenture (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on April 7, 2021)

Exhibit 10.2 EXECUTION VERSION NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE

Securities Purchase Agreement, signed April 6, 2021, between Samsara Luggage, Inc. and YAII PN, Ltd. (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on April 7, 2021)

Exhibit 10.1 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of April 6, 2021, by and among SAMSARA LUGGAGE, INC., a Nevada corporation (the ?Company?), and YAII PN, LTD., a Cayman Islands exempt company (?Investor?). WITNESSETH WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon an exemp

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2021 Samsara Luggage, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Employer

Form of Warrant to Purchase Common Stock (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on April 7, 2021)

Exhibit 10.3 EXECUTION VERSION WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54649 SAMSARA LUGGAGE, INC. (Exact

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2021 (March 17, 2021) Samsara Luggage, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Nu

Certificate of Change to the Articles of Incorporation Form of Convertible Debenture (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on March 22, 2021).

EX-3.1 2 ea138119ex3-1samsara.htm CERTIFICATE OF CHANGE TO THE ARTICLES OF INCORPORATION OF THE REGISTRANT Exhibit 3.1

Samsara Luggage Announces Reverse Stock Split The company implemented a reverse split of the Company’s common stock at a ratio of 7,000-to-1.

EX-99.1 3 ea138119ex99-1samsara.htm PRESS RELEASE, DATED MARCH 22, 2021 Exhibit 99.1 Samsara Luggage Announces Reverse Stock Split The company implemented a reverse split of the Company’s common stock at a ratio of 7,000-to-1. NEW YORK, NY, March 22, 2021 – (BUSINESS NEWSWIRE) – Samsara Luggage (OTC: SAML) announced today that it will effect a reverse stock split of its issued and outstanding shar

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2021 Samsara Luggage, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Employer

Shareholders approved a reverse split of the Company’s stock in a ratio to be determined by the Board, without further approval or authorization of the Company’s stockholders, in a range between four thousand-to-one (4,000:1) to seven thousand-to-one (7,000:1).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement Samsara Luggage, Inc. (Name of Regis

- PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement Samsara Luggage, Inc. (Name of Regis

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 000-54649 SAMSAR

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2020 Samsara Luggage, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Employ

Certificate of Amendment to Articles of Incorporation (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 5, 2020 and incorporated herein by reference).

Exhibit 3.1

- DEFINITIVE INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement Samsara Luggage, Inc. (Name of Regis

- PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement Samsara Luggage, Inc. (Name of Regis

Form of Warrant to Purchase Common Stock between the Company and YAII PN, Ltd. (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 4, 2020 and incorporated herein by reference).

Exhibit 10.3 WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDE

Securities Purchase Agreement, dated September 3, 2020, between the Company and YAII PN, Ltd. (filed as Exhibit 10.1 to the Company’s Form 8-K filed on September 4, 2020 and incorporated herein by reference).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 3, 2020, by and among SAMSARA LUGGAGE, INC., a Nevada corporation (the “Company”), and YAII PN, LTD., a Cayman Islands exempt company (“Investor”). WITNESSETH WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon an exemption from secu

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2020 Samsara Luggage, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Emplo

Form of Convertible Debenture between the Company and YAII PN, Ltd. (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 4, 2020 and incorporated herein by reference).

EX-10.2 3 ea126469ex10-2samsara.htm FORM OF CONVERTIBLE DEBENTURE Exhibit 10.2 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2020 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 000-54649 SAMSARA LUGG

Quarterly Report - AMENDMENT NO. 1 TO FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number 000-54649 SAMSARA LU

Convertible Promissory Note, dated June 25, 2020, between the Company and Power Up Lending Group, Ltd.

EX-10.2 3 f10q0320ex10-2samsara.htm CONVERTIBLE PROMISSORY NOTE, DATED JUNE 25, 2020, BETWEEN THE COMPANY AND POWER UP LENDING GROUP, LTD. Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. T

Securities Purchase Agreement, dated June 25, 2020, between the Company and Power Up Lending Group Ltd. (filed as Exhibit 10.1 to the Company’s Form 10-Q filed on June 29, 2020 and incorporated herein by reference).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 25, 2020, by and between SAMSARA LUGGAGE, INC., a Nevada corporation, with its address at One University Plaza, Suite 505, Hackensack, NJ 07601 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 1

Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2020 Samsara Luggage, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Employer N

SAML / Samsara Luggage, Inc. 10-K - Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54649 SAMSARA LUGGAGE, INC. (Exact

License Agreement dated as of July 18, 2019, between the Company and Sterling/Winters Company, a California corporation, doing business as Meharey MIVI LLC (filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed on February 3, 2020 and incorporated herein by reference).

Exhibit 10.4 LICENSE AGREEMENT THIS LICENSE AGREEMENT (“Agreement”) is made and entered into as of this 18th day of July 2019, between Sterling/Winters Company, a California Corporation DBA: Tommy Meharey MIVITM LLC (“Licensor”), and, Samsara Luggage Inc., which is currently in process of merging with Publicly Traded Darkstar Ventures Inc. [OTC: DAVC] (“Licensee”), as follows: WITNESSETH: WHEREAS,

Code of Ethics (filed as Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed on February 3, 2020 and incorporated herein by reference).

Exhibit 14.1 SAMSARA LUGGAGE, INC. CODE OF BUSINESS CONDUCT AND ETHICS I. POLICY STATEMENT 1.1 Acting ethically and obeying the law, both in letter and spirit, are among Samsara Luggage, Inc.’s (the “Company”) core values. The Company expects its employees, officers, and directors to understand the legal and regulatory requirements applicable to their area of responsibility, including federal, sta

SAMSARA LUGGAGE, INC. (FORMERLY DARKSTAR VENTURES, INC.) FINANCIAL STATEMENTS AS OF DECEMBER 31, 2019 TABLE OF CONTENTS

Exhibit 99.1 SAMSARA LUGGAGE, INC. (FORMERLY DARKSTAR VENTURES, INC.) FINANCIAL STATEMENTS AS OF DECEMBER 31, 2019 TABLE OF CONTENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS F-2 FINANCIAL STATEMENTS: Balance sheets as of December 31, 2019 and December 31, 2018 F-3 Statements of operations and comprehensive loss for the years ended December 31, 2019 and 2018 F-4 Statements of c

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2020 (November 12, 2019) Samsara Luggage, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission Fi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2019 Samsara Luggage, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Emplo

Amended Bylaws (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 14, 2019 and incorporated herein by reference).

Exhibit 3.1 AMENDED BY-LAWS OF SAMSARA LUGGAGE, INC. (the “Corporation”) * * * * * * * * * * * ARTICLE I Offices The Corporation may have offices at such other places, both within and without the State of Nevada, as the Board of Directors may determine and designate from time to time or the business of the Corporation requires. ARTICLE II Books The books and records of the Corporation may be kept

DAVC / Darkstar Ventures Inc 10-K - Annual Report - ANNUAL REPORT

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2019 Commission file number: 000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 26-0299456 (State of incorporation) (I.R.S. Employer Identification No.) 7 ELIEZRI

DAVC / Darkstar Ventures Inc POS AM - - POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-4

As filed with the Securities and Exchange Commission on November 12, 2019 Registration No.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2019 Samsara Luggage, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Emplo

Certificate of Amendment to Articles of Incorporation (filed as Exhibit 3.1 to the Company’s current Report on Form 8-K filed on November 12, 2019 and incorporated herein by reference).

Exhibit 3.1

Samsara Luggage and Darkstar Announce Merger Samsara shareholders to receive registered, freely-tradeable shares pursuant to Registration Statement on Form S-4, which went effective on October 22, 2019.

EX-99.1 5 f8k111219ex99-1samsara.htm PRESS RELEASE, DATED NOVEMBER 12, 2019 Exhibit 99.1 FOR IMMEDIATE RELEASE Samsara Luggage and Darkstar Announce Merger Samsara shareholders to receive registered, freely-tradeable shares pursuant to Registration Statement on Form S-4, which went effective on October 22, 2019. NEW YORK, NY, November 12, 2019 – (NEWSWIRE): Samsara Luggage, Inc. (“Samsara Luggage”

Assignment and Assumption Agreement, dated as of November 12, 2019, between the Company and Avraham Bengio (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 12, 2019 and incorporated herein by reference).

Exhibit 10.1 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of November 12, 2019, by and between Darkstar Ventures, Inc., a publicly traded Nevada corporation (“Assignor”), and Avraham Bengio, an individual with an address at 7 Eliezri Street, Jerusalem, Israel (“Assignee”). WHEREAS, Assignor and Assignee are parties to a certain

Articles of Merger (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on November 12, 2019 and incorporated herein by reference).

Exhibit 3.2

DAVC / Darkstar Ventures Inc NT 10-K - - NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54649 CUSIP Number: 237247101 Check One: x Form 10 -K o Form 20- F o Form 11- K o Form 10 -Q o Form NSAR o Form N- CSR For the period ended: July 31, 2019 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2019 Darkstar Ventures, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Empl

Merger of Samsara with and into Darkstar NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

Filed pursuant to Rule 424(b)(3) Registration No. 333-234056 Merger of Samsara with and into Darkstar NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY To the Stockholders of Darkstar: NOTICE IS HEREBY GIVEN that the Board of Directors (the “Board”) of Darkstar Ventures, Inc., a Nevada corporation (“Darkstar”, “we”, “us”,

DAVC / Darkstar Ventures Inc CORRESP - -

Darkstar Ventures, Inc. 7 Eliezri St. Jerusalem 96428 Israel October 18, 2019 VIA EDGAR Katherine Bagley Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission Washington DC 20549 Re: Darkstar Ventures, Inc. Registration Statement on Form S-4 Filed October 2, 2019 File No. 333-234056 Dear Ms. Bagley: Thank you for advising us that the Commission has not revie

DAVC / Darkstar Ventures Inc TEXT-EXTRACT - -

October 15, 2019 Avraham Bengio Chief Executive Officer Darkstar Ventures, Inc. 7 Eliezri St. Jerusalem 96428 Israel Re: Darkstar Ventures, Inc. Registration Statement on Form S-4 Filed October 2, 2019 File No. 333-234056 Dear Mr. Bengio: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceler

LETTER

October 15, 2019 Avraham Bengio Chief Executive Officer Darkstar Ventures, Inc. 7 Eliezri St. Jerusalem 96428 Israel Re: Darkstar Ventures, Inc. Registration Statement on Form S-4 Filed October 2, 2019 File No. 333-234056 Dear Mr. Bengio: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceler

Proposed Articles of Merger to be executed and filed with the Office of the Secretary of State of Nevada.

Exhibit 3.4 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Articles of Merger (PURSUANT TO NRS 92A.200) Page 1 USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Articles of Merger (Pursuant to NRS Chapter 92A) 1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200):

DAVC / Darkstar Ventures Inc S-4 - - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on October 2, 2019 Registration No.

Proposed Certificate of Amendment to Articles of Incorporation to be executed and filed with the Office of the Secretary of State of Nevada.

EX-3.3 2 fs42019ex3-3darkstar.htm PROPOSED CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION TO BE EXECUTED AND FILED WITH THE OFFICE OF THE SECRETARY OF STATE OF NEVADA Exhibit 3.3 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) USE BLACK INK ONLY -

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2019 Darkstar Ventures, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Em

Form of Share Purchase Agreement, signed on September 26, 2019, between the Company and investors who invested $500,000 in the Company (filed as Exhibit 10.1 to the Company’s Form 8-K filed on October 2, 2019 and incorporated herein by reference).

EX-10.1 2 f8k092619ex10-1darkstarven.htm FORM OF SHARE PURCHASE AGREEMENT, SIGNED ON SEPTEMBER 26, 2019, BY DARKSTAR VENTURES, INC. AND FIVE INVESTORS EXHIBIT 10.1 Form of September 26, 2019 Share Purchase Agreement SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of the day of , 2019, by and among Darkstar Ventures, Inc., a publicly-traded Nevada corpor

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2019 Darkstar Ventures, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Emplo

DAVC / Darkstar Ventures Inc 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended April 30, 2019 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its charter)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2019 Darkstar Ventures, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Employer

Warrant to Purchase Common Stock

Exhibit 10.3 WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDE

Samsara Luggage secures funding of $1.6M

Exhibit 99.1 Samsara Luggage secures funding of $1.6M The company also announces that no reverse split is planned as part of the merger between Samsara and DAVC NEW YORK, June 6, 2019 Samsara Luggage, Inc. and Darkstar Ventures, Inc. (OTC: DAVC) are pleased to announce that they have secured financing in the aggregate amount of $1.6 million, including convertible loans in the total amount of $1.1

Form of Convertible Debenture

EX-10.2 3 f8k060519ex10-2darkstar.htm FORM OF CONVERTIBLE DEBENTURE Exhibit 10.2 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (TH

Securities Purchase Agreement, dated June 5, 2019, between the Company and YAII PN, Ltd. (filed as Exhibit 10.1 to the Company’s Form 8-K filed on June 7, 2019 and incorporated herein by reference).

EX-10.1 2 f8k060519ex10-1darkstar.htm SECURITIES PURCHASE AGREEMENT, DATED JUNE 5, 2019, BETWEEN DARKSTAR VENTURES, INC. AND YAII PN, LTD. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 5, 2019, by and among DARKSTAR VENTURES, INC., a Nevada corporation (the “Company”), and YAII PN, LTD., a Cayman Islands exempt company (“Investor

DAVC / Darkstar Ventures Inc / Tcsm Inc. - 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Darkstar Ventures Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 237247101 (CUSIP Number) TCSM INC. 199 Lee Ave. Brookllyn New YORK 11211 +972-585526609 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Com

BNVI / BioNovo, Inc. / Abraham Bengio - 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Darkstar Ventures Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 237247101 (CUSIP Number) Abraham Bengio +972544592892 7 Elezri St., Jerusalem (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication

DAVC / Darkstar Ventures Inc / Rachamim Michal - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Darkstar Ventures Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 237247101 (CUSIP Number) Aviel and Michal Rachamim 68/12 Chai Taib St., Jerusalem, Israel +972-2-6513513 (Name, Address and Telephone Number of Person Authorized to Receiv

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2019 Darkstar Ventures, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54649 26-0299456 (State of incorporation) (Commission File Number) (IRS Employer

Samsara Luggage, Inc. and Darkstar Ventures, Inc. Announce the Signing of a Merger Agreement to merge Samsara with and into Darkstar

EX-99.1 3 exhibit99-1.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE Samsara Luggage, Inc. and Darkstar Ventures, Inc. Announce the Signing of a Merger Agreement to merge Samsara with and into Darkstar Darkstar Ventures, Inc. (OTC: DAVC) and Samsara Luggage, Inc. announce that they have signed a merger agreement that is intended to facilitate Samsara’s further global market penetration for worldwide sales

Merger Agreement, dated May 10, 2019, among the Company, Avraham Bengio, and Samsara Luggage, Inc. (filed as Exhibit 10.1 to the Company’s Form 8-K filed on May 10, 2019 and incorporated herein by reference).

EX-10.1 2 exhibit10-1.htm EXHIBIT 10.1 MERGER AGREEMENT AND PLAN OF MERGER THIS MERGER AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into this 10th day of May 2019, by and among: (A) Darkstar Ventures, Inc., a publicly-traded Nevada corporation with an address at 7 Eliezri Street, Jerusalem, Israel (“DarkStar”); (B) Avraham Bengio, an individual with an address at 7 Eliezri St

DAVC / Darkstar Ventures Inc DARKSTAR 10Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended January 31, 2019 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its cha

DAVC / Darkstar Ventures Inc DAVC 10Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended October 31 2018 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its char

DAVC / Darkstar Ventures Inc 10K (Annual Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2018 Commission file number: 000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 26-0299456 (State of incorporation) (I.R.S. Employer Identification No.) 7 ELIEZRI

DAVC / Darkstar Ventures Inc DARKSTAR VENTURES, INC., NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DARKSTAR VENTURES, INC. (Full Name of Registrant) FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-54649 (Check One): [ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10Q [ ] Form N-SAR [ ] For Period Ended: July 31, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repor

DAVC / Darkstar Ventures Inc DARKSTAR 10Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended April 30, 2018 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its chart

DAVC / Darkstar Ventures Inc DAVC NT 10Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DARKSTAR VENTURES, INC. (Full Name of Registrant) FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-54649 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10Q [ ] Form N-SAR For Period Ended: April 30, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on

DAVC / Darkstar Ventures Inc DAVC NT 10Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DARKSTAR VENTURES, INC. (Full Name of Registrant) FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-54649 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10Q [ ] Form N-SAR For Period Ended: January 31, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report o

DAVC / Darkstar Ventures Inc DARKSTAR 10Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended January 31, 2018 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its cha

Weinberg & Baer LLC 115 Sudbrook Lane, Baltimore, MD 21208 Phone (410) 702-5660

Weinberg & Baer LLC 115 Sudbrook Lane, Baltimore, MD 21208 Phone (410) 702-5660 January 2, 2018 Securities and Exchange Commission 100 F Street, N.

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 2, 2018 DARKSTAR VENTURES, INC. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-54649 Nevada 26-0299456 (State of Incorporation) (I.R.S. Employ

DAVC / Darkstar Ventures Inc 10Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q / A (Amendment No. 1) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended October 31 2017 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as

DAVC / Darkstar Ventures Inc 10Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended October 31 2017 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its char

DAVC / Darkstar Ventures Inc DAVC NT 10Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DARKSTAR VENTURES, INC. (Full Name of Registrant) FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-54649 (Check One): [] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10Q [ ] Form N-SAR [ ] For Period Ended: October 31, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repor

DAVC / Darkstar Ventures Inc DARKSTAR VENTURES, INC., 10-K (Annual Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2017 Commission file number: 000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 26-0299456 (State of incorporation) (I.R.S. Employer Identific

DAVC / Darkstar Ventures Inc DARKSTAR VENTURES, INC., 10-K (Annual Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2017 Commission file number: 000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 26-0299456 (State of incorporation) (I.R.S. Employer Identification No.) 7 ELIEZRI

Darkstar Ventures DARKSTAR VENTURES, INC., NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DARKSTAR VENTURES, INC. (Full Name of Registrant) FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-54649 (Check One): [ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10Q [ ] Form N-SAR [ ] For Period Ended: July 31, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repor

DAVC / Darkstar Ventures Inc DAVC 10Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended April 30 2017 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its charte

Darkstar Ventures DARKSTAR VENTURES, INC., NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DARKSTAR VENTURES, INC. (Full Name of Registrant) FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-54649 (Check One): [] Form 10-K [ ] Form 20-F [ ] Form 11-K [X ] Form 10Q [ ] Form N-SAR For Period Ended: April 30, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on

Darkstar Ventures DARKSTAR VENTURES, INC., 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended January 31 2017 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its char

Darkstar Ventures DAVC NT10Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DARKSTAR VENTURES, INC. (Full Name of Registrant) FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-54649 (Check One): [] Form 10-K [ ] Form 20-F [ ] Form 11-K [X ] Form 10Q [ ] Form N-SAR For Period Ended: January 31, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report o

Darkstar Ventures DARKSTAR VENTURES, INC., 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended October 31 2016 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its char

Darkstar Ventures NT 10Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DARKSTAR VENTURES, INC. (Full Name of Registrant) FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-54649 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X ] Form 10Q [ ] Form N-SAR [ ] For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): May 15 2016 DARKSTAR VENTURES, INC. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-54649 Nevada 26-0299456 (State of Incorporation) (I.R.S. Employer I

Darkstar Ventures DAVC 10K (Annual Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2016 Commission file number: 000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 26-0299456 (State of incorporation) (I.R.S. Employer Identification No.) 7 ELIEZRI

Darkstar Ventures DAVC NT10K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DARKSTAR VENTURES, INC. (Full Name of Registrant) FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-54649 (Check One): [ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10Q [ ] Form N-SAR [ ] For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K

Darkstar Ventures DARKSTAR VENTURES, INC., 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended April 30 2016 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its charte

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): April 25, 2016 DARKSTAR VENTURES, INC. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 333 - 176969 Nevada 26-0299456 (State of Incorporation) (I.R.S. Empl

Darkstar Ventures DARKSTAR VENTURES, INC., 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended January 31 2016 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its chart

Darkstar Ventures DARKSTAR VENTURES, INC., DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [x] Definitive Information Statement DarkStar Ventures, Inc. (Name

STATE OF NEVADA CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

STATE OF NEVADA CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION DarkStar Ventures, Inc.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): February 12, 2016 DARKSTAR VENTURES, INC. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 333 - 176969 Nevada 26-0299456 (State of Incorporation) (I.R.S. E

Exhibit 3.1(ii)

STATE OF NEVADA CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION DarkStar Ventures, Inc.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): February 12, 2016 DARKSTAR VENTURES, INC. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 333 - 176969 Nevada 26-0299456 (State of Incorporation) (I.R.S. E

Darkstar Ventures DAVC PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement DarkStar Ventures, Inc. (Name of Reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-Q [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended October 31 2015 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its cha

Darkstar Ventures Form 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-Q [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended October 31 2015 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its cha

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2015 Commission file number: 000-54649

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2015 Commission file number: 000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 26-0299456 (State of incorporation) (I.R.S. Employer Identification No.) 7 ELIEZRI

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): July 13, 2015 DARKSTAR VENTURES, INC. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 333 - 176969 Nevada 26-0299456 (State of Incorporation) (I.R.S. Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended April 30, 2015 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended April 30, 2015 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-176969 DARKSTAR VENTURES, INC. (Exact name of regi

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 1, 2015 Date of Report (Date of earliest event reported) Darkstar Ventures, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-176969 26-0299456 (State or other jurisdiction of (Commission File (IRS Employer Iden

U.S. Securities and Exchange Commission

Exhibit 16.1 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Darkstar Ventures, Inc. Ladies and Gentlemen: We have read Item 4.01 of Darkstar Ventures, Inc.?s Current Report on Form 8-K dated June 1, 2015 captioned ?Changes in Registrant?s Certifying Accountant,? and are in agreement with the statements contained therein, as they relate to our firm. We have no

DAVC / Darkstar Ventures Inc / Bengio Avraham - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Darkstar Ventures, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 237247101 (CUSIP Number) Avraham Bengio 7 Eliezri Street Jerusalem, Israel +972-54-459-2892 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communicati

Change of Control

DARKSTAR VENTURES, INC. 410 Park Avenue, 15th Floor New York, NY 10022 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER NO VOTE OR OTHER ACTION OF THE COMPANY?S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY. This Information

DAVC / Darkstar Ventures Inc / Lapin Chizkiyahu - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment Number 2 Under the Securities Exchange Act of 1934 Darkstar Ventures, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 237247101 (CUSIP Number) Carl M. Sherer, Esq. Rimon, PC 245 Park Avenue 39th Floor New York, New York 10167 (212)363-0270 Extension 210 (Name, Address and Telepho

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 14, 2015 DARKSTAR VENTURES INC. (Exact Name of Registrant as Specified in Its Charter) United States 333-176969 26-0299456 (State or other jurisdiction of incorpora

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 14, 2015 DARKSTAR VENTURES INC. (Exact Name of Registrant as Specified in Its Charter) United States 333-176969 26-0299456 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended January 31, 2015 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended January 31, 2015 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-176969 DARKSTAR VENTURES, INC. (Exact name of re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended October 31, 2014 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended October 31, 2014 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-176969 DARKSTAR VENTURES, INC. (Exact name of re

AMENDMENT TO CONSULTING AGREEMENT

EX-10.7 3 davcex107.htm AMENDMENT TO CONSULTING AGREEMENT EXHIBIT 10.7 AMENDMENT TO CONSULTING AGREEMENT AMENDMENT TO CONSULTING AGREEMENT (the “Amendment”) dated as of October 14, 2014, by and among First Line Capital, LLC (“Consultant”) and DarkStar Ventures, Inc. (the “Company”). W I T N E S S E T H WHEREAS, the parties hereto are parties to a Consulting Agreement dated as of September 2011 (th

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2014 Commission file number: 000-54649 DARKSTAR VENTURES,

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2014 Commission file number: 000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 26-0299456 (State of incorporation) (I.R.S. Employer Identification No.) 410 Park

Darkstar Ventures Inc. 410 Park Avenue, 15th Floor New York, NY 10022

EX-10.6 2 davcex106.htm EXTENSION LETTER EXHIBIT 10.6 Darkstar Ventures Inc. 410 Park Avenue, 15th Floor New York, NY 10022 June 10, 2014 First Line Capital, LLC Re: Promissory Note dated March 13, 2012 Gentlemen: Reference is hereby made to the Promissory Note dated March 13, 2012 (the "Note"), as extended by the letter agreement dated October 8, 2013. Capitalized terms used herein not otherwise

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended April 30, 2014 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended April 30, 2014 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-176969 DARKSTAR VENTURES, INC. (Exact name of regi

Darkstar Ventures FORM 10-Q (Quarterly Report)

davc10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended January 31, 2014 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-176969 DARKSTAR VENTURES, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended October 31, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended October 31, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-176969 DARKSTAR VENTURES, INC. (Exact name of re

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2013 Commission file number: 000-54649 DARKSTAR VENTURES,

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2013 Commission file number: 000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 26-0299456 (State of incorporation) (I.R.S. Employer Identification No.) 410 Park

SAML / Samsara Luggage, Inc. / Lapin Chizkiyahu - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* DARKSTAR VENTURES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 237247 101 (CUSIP Number) David Lubin, Esq. David Lubin & Assoc

Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 28, 2013 DARKSTAR VENTURES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended April 30, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended April 30, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-176969 DARKSTAR VENTURES, INC. (Exact name of regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended January 31, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended January 31, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-176969 DARKSTAR VENTURES, INC. (Exact name of re

- RW

Darkstar Ventures Inc. 410 Park Avenue, 15th Floor New York, NY 10022 March 4, 2013 Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, DC 20549 Attention: Dietrich A. King, Legal Branch Chief Re: Application for Withdrawal of Registration Statement on Form S-1 File No. 333-185305 Dear Mr. King: Pursuant to Rule 477 promulgated under the Securities

- FORM S-1/A

As filed with the Securities and Exchange Commission on February 19, 2013 Registration No:333-185305 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

- FORM S-1/A

As filed with the Securities and Exchange Commission on January 18, 2013 Registration No: 333-185305 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Registration Statement - FORM S-1

As filed with the Securities and Exchange Commission on December 6, 2012 Registration No: UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

ESCROW AGREEMENT

EXHIBIT 10.6 ESCROW AGREEMENT This ESCROW AGREEMENT (this “Agreement”) made as of the 13th day of November 2012, by and among Darkstar Ventures, Inc. (the “Issuer”) whose address and other information appear on the Information Sheet (as defined herein) attached to this Agreement, and VStock Transfer, LLC, 77 Spruce Street, Suite 201, Cedarhurst, NY 11516 (the “Escrow Agent”). WITNESSETH: WHEREAS,

Darkstar Ventures Inc. 410 Park Avenue, 15th Floor New York, NY 10022

EXHIBIT 10.5 Darkstar Ventures Inc. 410 Park Avenue, 15th Floor New York, NY 10022 November 20, 2012 Real Aesthetics Inc. Re: Reverse Merger with Darkstar Ventures Inc. Gentlemen: This Letter of Intent (this “Agreement”) shall set forth our mutual agreement regarding a transaction whereby the shareholders of Real Aesthetics, Inc., a Nevada company (“Real Aesthetics”) shall be issued shares of Dark

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended October 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended October 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-176969 DARKSTAR VENTURES, INC. (Exact name of re

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2012 Commission file number: 000-54649 DARKSTAR VENTURES,

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2012 Commission file number: 000-54649 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 26-0299456 (State of incorporation) (I.R.S. Employer Identification No.) 410 Park

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended April 30, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended April 30, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-176969 DARKSTAR VENTURES, INC. (Exact name of regi

Company filed Form 8-A with SEC pursuant to Section 12(g) of the Exchange Act

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 DARKSTAR VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada 26-0299456 (State of incorporation or organization) (I.R.S. Employer Identification No.) Darkstar Ventures, Inc

SAML / Samsara Luggage, Inc. / Lapin Chizkiyahu - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* DARKSTAR VENTURES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 237247 101 (CUSIP Number) David Lubin, Esq. David Lubin & Associ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended January 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-176969 DARKSTAR VENTURES, INC. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended January 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended January 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-176969 DARKSTAR VENTURES, INC. (Exact name of re

PROMISSORY NOTE

EXHIBIT 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED UNDER THE ACT AND UNDER THE LAWS OF THE STATES WHERE EACH SALE IS MADE, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS AVAILABLE IN THE OPINION OF COUNSEL SATISFACTORY TO THE BORROWER. PROMISS

FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO. 333-176969 DarkStar Ventures, Inc. 3,500,000 Shares of Common Stock

FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO. 333-176969 DarkStar Ventures, Inc. 3,500,000 Shares of Common Stock This prospectus relates to the resale of 3,500,000 shares of common stock, par value $0.0001, of DarkStar Ventures, Inc., which are issued and outstanding and held by persons who are our shareholders. The Company will not receive any proceeds from these sales; the selling sharehold

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DarkStar Ventures, Inc. 410 Park Avenue 15th Floor New York, NY 10022 February 7, 2012 BY EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Mara L. Ransom, Assistant Director Re: DarkStar Ventures, Inc. File No. 333-176969 Dear Mrs. Ransom: In accordance with Rule 461 promulgated under the Securities Act of 1933, as ame

- FORM S-1/A

As filed with the Securities and Exchange Commission on January 19, 2012 Registration No.

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David Lubin & Associates, PLLC 10 Union Avenue, Suite 5 Lynbrook, New York 11563 Telephone: (516) 887-8200 Facsimile: (516) 887-8250 January 19, 2012 Via EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

LETTER

January 17, 2012 Via Email Chizkyau Lapin Chairman, President and Chief Executive Officer DarkStar Ventures, Inc.

- FORM S-1/A

As filed with the Securities and Exchange Commission on December 29 , 2011 Registration No.

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David Lubin & Associates, PLLC 10 Union Avenue, Suite 5 Lynbrook, New York 11563 Telephone: (516) 887-8200 Facsimile: (516) 887-8250 December 29, 2011 Via EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

LETTER

December 9, 2011 Via Email Chizkyau Lapin Chairman, President and Chief Executive Officer DarkStar Ventures, Inc.

CONSULTING AGREEMENT

EX-10.2 2 darkstarex102.htm CONSULTING AGREEMENT EXHIBIT 10.2 CONSULTING AGREEMENT This Consulting Agreement is entered into on September 1, 2011 by and between Darkstar Ventures, Inc., a Nevada (the “Company”) and First Line Capital, LLC, a New York limited liability company (the “Consultant”). RECITALS WHEREAS, the Company is a company which desires to enter the business of offering eco-friendly

- FORM S-1/A

As filed with the Securities and Exchange Commission on November 17 , 2011 Registration No.

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David Lubin & Associates, PLLC 10 Union Avenue, Suite 5 Lynbrook, New York 11563 Telephone: (516) 887-8200 Facsimile: (516) 887-8250 November 15, 2011 Via EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

1

EXHIBIT 10.3 This Affiliate Service Agreement (the "Agreement") is made by and between Shareasale.com, Inc., an Illinois, USA corporation ("shareasale.com"), and you, as an Affiliate utilizing the Shareasale.com service ("You", "Your", "Affiliate"). You must agree to abide by the terms and conditions contained in this Agreement in order to participate. Please read this Agreement carefully before r