Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 25, 2021 | Jun. 30, 2019 | |
Document Information Line Items | |||
Entity Registrant Name | Samsara Luggage, Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 856,647 | ||
Entity Public Float | $ 15,277,952 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001530163 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 000-54649 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Interactive Data Current | Yes |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 54 | $ 477 |
Accounts Receivables | 4 | |
Inventory | 153 | 125 |
Other current assets | 14 | |
Total current assets | 211 | 616 |
Property and Equipment, net | 4 | 5 |
Total assets | 215 | 621 |
CURRENT LIABILITIES: | ||
Accounts payable | 125 | 26 |
Other current liabilities | 74 | 57 |
Related party payables | 126 | 105 |
Convertible notes and short-term loans (Note 3) | 289 | 250 |
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs (Note 3) | 493 | 1,053 |
Fair value of warrants issued in convertible loan (Note 3) | 20 | 319 |
Total current liabilities | 1,127 | 1,810 |
TOTAL LIABILITIES | 1,127 | 1,810 |
STOCKHOLDERS’ DEFICIT (Note 4) | ||
Common stock subscribed | ||
Common stock, authorized 7,500,000,000 shares, $0.0001 par value as of December 31, 2020 and 5,000,000,000 shares, $0.0001 par value as of December 31, 2019, respectively; 786,700 issued and outstanding as of December 31, 2020 and 505,134 issued and outstanding as of December 31, 2019. | 78 | 50 |
Additional paid in capital | 6,385 | 5,670 |
Services receivable | (999) | (1,673) |
Accumulated deficit | (6,376) | (5,236) |
Total stockholders’ deficit | (912) | (1,189) |
Total liabilities and stockholders’ deficit | $ 215 | $ 621 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 7,500,000,000 | 5,000,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 786,700 | 505,134 |
Common stock, shares outstanding | 786,700 | 505,134 |
Statements of Comprehensive Los
Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues from sales of products | $ 468 | $ 649 |
Cost of sales | 285 | 525 |
GROSS PROFIT | 183 | 124 |
OPERATING EXPENSES | ||
Research and development expenses | 222 | 168 |
Selling and marketing expenses | 328 | 438 |
General and administrative (Note 5) | 1,086 | 1,425 |
TOTAL OPERATING EXPENSES | 1,636 | 2,031 |
OPERATING LOSS | (1,453) | (1,907) |
FINANCING INCOME (EXPENSES) | ||
Interest on convertible loan and convertible note | (510) | (314) |
Income (expenses) in respect of warrants issued and convertible component in convertible loan, net interest expenses (Note 3) | 823 | (921) |
TOTAL FINANCING INCOME (EXPENSE) | 313 | (1,235) |
NET LOSS | $ (1,140) | $ (3,142) |
Basic and Diluted net loss per share (in Dollars per share) | $ (2.07) | $ (6.72) |
Weighted average number of basic and diluted common shares outstanding (in Shares) | 550,521 | 467,521 |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Deficit - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Service Receivables | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 37 | $ 2,676 | $ (908) | $ (2,094) | $ (289) |
Balance (in Shares) at Dec. 31, 2018 | 369,929 | ||||
Issuance of common stock, net of issuance cost | $ 3 | 497 | 500 | ||
Issuance of common stock, net of issuance cost (in Shares) | 32,738 | ||||
Issued of Warrants for services | 1,940 | (1,940) | |||
Shares Issuance of common stock for conversion of convertible note | $ 1 | 566 | 567 | ||
Shares Issuance of common stock for conversion of convertible note (in Shares) | 9,988 | ||||
Effect of Reverse Capitalization | $ 9 | (9) | |||
Effect of Reverse Capitalization (in Shares) | 92,479 | ||||
Amortization of services | 1,175 | 1,175 | |||
Net loss | (3,142) | (3,142) | |||
Balance at Dec. 31, 2019 | $ 50 | 5,670 | (1,673) | (5,236) | (1,189) |
Balance (in Shares) at Dec. 31, 2019 | 505,134 | ||||
Issuance of shares due to conversion of Notes | $ 28 | 715 | 743 | ||
Issuance of shares due to conversion of Notes (in Shares) | 281,566 | ||||
Amortization of services | 674 | 674 | |||
Net loss | (1,140) | (1,140) | |||
Balance at Dec. 31, 2020 | $ 78 | $ 6,385 | $ (999) | $ (6,376) | $ (912) |
Balance (in Shares) at Dec. 31, 2020 | 786,700 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,140) | $ (3,142) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Amortization of services receivable | 674 | 1,175 |
Interest on convertible note and short-term loan | 584 | 258 |
Expenses in respect of warrants issued and convertible component in convertible loan, net interest expenses | (823) | 921 |
Depreciation | 1 | 1 |
Changes in Operating Assets and Liabilities: | ||
Inventory | (28) | 58 |
Accounts Receivables | (4) | |
Other current assets | 14 | 36 |
Accounts payable | 99 | 26 |
Management fee due to Related party, net | 21 | 16 |
Other accounts payables | 11 | |
Deferred revenue | (12) | (460) |
Net Cash Used by Operating Activities | (614) | (1,100) |
Purchase of Property and Equipment | (6) | |
Net Cash Used by Financing Activities | (6) | |
Cash Flows from Financing Activities: | ||
Repayments of Convertible note from related parties | (56) | |
Proceeds from loan received | 191 | 50 |
Repayments of convertible notes, net of issuance cost of $100 | 1,000 | |
Repayments of long-term loans | (40) | |
Proceeds from issuance of shares, net of issuance cost | 500 | |
Net Cash Provided by Financing Activities | 191 | 1,454 |
Net Increase (Decrease) in Cash | (423) | 348 |
Cash at Beginning of Period | 477 | 129 |
Cash at End of Period | 54 | 477 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 58 | |
Cash paid for income taxes | ||
Supplemental disclosure of non-cash financing activities | ||
Common stock issued for conversion of convertible note | $ 223 | $ 567 |
Statements of Cash Flows (Paren
Statements of Cash Flows (Parentheticals) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Cash Flows [Abstract] | |
Net of issuance costs | $ 100 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization and Description of Business [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS A. Samsara Luggage, Inc. (the “Company”) was incorporated on May 7, 2007 under the name, “Darkstar Ventures, Inc.” under the laws of the State of Nevada. From the date of its formation until May 2011, the Company did not have any business activity except for the development of its website and locating companies through which it could offer products. Once its proprietary website was officially launched in July 2011, the Company engaged in the business of marketing eco-friendly health and wellness products, such as air and water filtration systems, organic baby products, and eco-friendly beds and linens through affiliate marketing arrangements. On May 14, 2015, the founder of the Company, Chizkiyau Lapin, sold all of his shares of common stock of the Company, then constituting 51% of the issued and outstanding shares of common stock of the Company, to Mr. Avraham Bengio. In April 2016, the Company began to focus, through its wholly-owned Israeli subsidiary, Bengio Urban Renewal Ltd. (“Bengio Urban Renewal”), in the area of real estate development, particularly on the urban renewal market in Israel. B. Reverse Stock Split On March 23, 2021, the Company completed a reverse stock split of its outstanding common stock. As a result of the reverse stock split, the following changes have occurred (i) every seven thousand shares of common stock have been combined into one share of common stock; (ii) the number of shares of common stock underlying each common stock option or common stock warrant have been proportionately decreased on a 7,000-for-1 basis, and the exercise price of each such outstanding stock option and common warrant has been proportionately increased on a 7,000 -for-1 basis. Accordingly, all option numbers, share numbers, warrant numbers, share prices, warrant prices, exercise prices and losses per share have been adjusted within these consolidated financial statements, on a retroactive basis, to reflect this 7,000 -for-1 reverse stock split. C. Merger Transaction On November 12, 2019, the Company completed its merger with the Delaware corporation that was previously known as “Samsara Luggage, Inc.” (“Samsara Delaware”) in accordance with the terms of the Merger Agreement and Plan of Merger, dated as of May 10, 2019, (the “Merger Agreement”) by and among the Company, Samsara Delaware, and Avraham Bengio, pursuant to which Samsara Delaware merged with and into the Company, with the Company being the surviving corporation (the “Merger”). Following the completion of the Merger, the business of the Company going forward became the business of Samsara Delaware prior to the Merger, namely, designing, manufacturing, and selling high quality luggage products to meet the evolving needs of frequent travelers and also seeking to present new technologies within the aluminum luggage industry, including an aluminum “smart” suitcase. The Company filed (1) Articles of Merger with the Secretary of State of the State of Nevada in which the Company amended its Articles of Incorporation to change the Company’s name to “Samsara Luggage, Inc.” effective as of November 12, 2019; and (2) a Certificate of Amendment with the Secretary of State of the State of Nevada in which the Company increased the number of authorized shares of common stock of the Company from 2,000,000,000 shares of common stock to 5,000,000,000 shares of common stock effective as of November 12, 2019. In connection with the Merger, the Company and Avraham Bengio entered into an Assignment and Assumption Agreement pursuant to which the Company sold 100% of the issued and outstanding shares of the Company’s wholly-owned Israeli subsidiary, Bengio Urban Renewal and all of the Company’s interest in Bengio Urban Renewal (including all debts and liabilities owed by the Company to Bengio Urban Renewal and the debts of Bengio Urban Renewal to the Company) to Avraham Bengio, the former CEO and principal shareholder of the Company (prior to the Merger). At the effective time of the Merger, each share of common stock of Samsara Delaware, $0.0001 par value, was converted into the right to receive 0.065 shares of the Company’s common stock, such that the shareholders of Samsara Delaware were issued new shares of the Company representing approximately 80% of the issued and outstanding shares of the Company’s common stock following the completion of the Merger. The exchange rate was determined through arms’-length negotiations between the Company and Samsara Delaware. Immediately after the Merger, assuming the issuance of all of the merger consideration, there were approximately 462,407 shares of Common Stock outstanding, of which (i) the former stockholders of Samsara Delaware owned 369,929 shares, representing approximately 80% of the outstanding shares of Common Stock; and (ii) the Company’s stockholders immediately prior to the Merger owned 92,478 shares, representing approximately 20% of the outstanding shares of Common Stock. The transaction was accounted for as a reverse asset acquisition in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Under this method of accounting, Samsara Delaware was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the facts that, immediately following the Merger: (i) Samsara Delaware’s stockholders owned a substantial majority of the voting rights in the combined company, (ii) Samsara Delaware designated a majority of the members of the initial board of directors of the combined company, and (iii) Samsara Delaware’s senior management holds all key positions in the senior management of the combined company. As a result of the Recapitalization Transaction, the shareholders of Samsara Delaware received the largest ownership interest in the Company, and Samsara Delaware was determined to be the “accounting acquirer” in the Recapitalization Transaction. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Samsara Delaware. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. The Common Stock listed on the OTC Pink Marketplace, previously trading through the close of business on November 11, 2019 under the ticker symbol “DAVC,” commenced trading on the OTC Pink Marketplace under the ticker symbol “SAML” on November 12, 2019. The Common Stock has a new CUSIP number, 79589J101. On November 13, 2019, the Board of Directors of the Company amended Section 3 of Article VII of the bylaws of the Company to change the fiscal year end-date of the Company from July 31 to December 31. D. On October 5, 2020 the Board of Directors of the Company has approved, and the holders of a majority of the outstanding shares of our common stock, par value $0.0001 per share (the “Common Stock”), have executed a written consent in lieu of a special meeting approving to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 5,000,000,000 to 7,500,000,000 (the “Authorized Capital Increase”). E. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2020, the Company had approximately $54 in cash and cash equivalents, approximately $916 in deficit of working capital, a stockholders’ deficiency of approximately $912 and an accumulated deficit of approximately $6,376. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Company’s ability to continue as a going concern is dependent upon raising capital from financing transactions and revenue from operations. Management anticipates their business will require substantial additional investments that have not yet been secured. Management is continuing in the process of fund raising in the private equity and capital markets as the Company will need to finance future activities. These financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“‘US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As applicable to the financial statements, the most significant estimates and assumptions relate to the measurement of Convertible Note and Going Concern. Functional currency The functional currency of the Company is the US dollar (“US$”), which is the currency of the primary economic environment in which the operations of the Company are conducted. Cash and cash equivalents Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. Inventory Inventories are valued at the lower of cost or net realizable value. Cost of raw and packaging materials, purchased products, manufactured finished products and products in process are determined on the average cost basis. The Company regularly reviews its inventories for impairment and reserves are established when necessary. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Derivative Liabilities and Fair Value of Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Fair value of certain of the Company’s financial instruments including cash, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the fair value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair values of derivative liabilities over the life of the convertible notes. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of December 31, 2020 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 493 493 Fair value of warrants issued in convertible loan - - 20 20 Total liabilities - -- 513 513 Balance as of December 31, 2019 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 1,053 1,053 Fair value of warrants issued in convertible loan - - 319 319 Total liabilities - -- 1,372 1,372 Revenue recognition Revenues are recognized when delivery has occurred and there is persuasive evidence of an agreement, the fee is fixed or determinable and collection of the related receivables is reasonably assured, and no further obligations exist. Revenues from sales of products are recognized when title and risk and rewards for the products are transferred to the customer. Research and development expenses Research and development expenses are charged to operations as incurred. Income Taxes Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss carry forwards for income tax purposes may be limited by Internal Revenue Code section 382 if a change of ownership occurs. Net Loss Per Basic and Diluted Common Share Basic loss per ordinary share is computed by dividing the loss for the period applicable to ordinary shareholders, by the weighted average number of shares of common stock outstanding during the period. Securities that may participate in dividends with the shares of common stock (such as the convertible preferred) are considered in the computation of basic loss per share under the two-class method. However, in periods of net loss, only the convertible preferred shares are considered, since such shares have a contractual obligation to share in the losses of the Company. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered Stock-Based Compensation Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. However, when the Company grants to non-employees a fully vested, nonforfeitable equity instrument, such grants are measured based on the fair value of the award at the date of grant. When the fully vested, nonforfeitable equity instruments are granted for services to be received in future periods, the measured cost is recognized as an increase to stockholders’ equity at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption “Services receivable”. Such amount is subsequently amortized to the statement of operations over the term of the services as an operating expense, as if the Company has paid periodic payments of cash for the services received from such service provider. Recently Issued Accounting Standards In June 2016, the FASB issued an ASU that supersedes the existing impairment model for most financial assets to a current expected credit loss model. The new guidance requires an entity to recognize an impairment allowance equal to its current estimate of all contractual cash flows the entity does not expect to collect. The Company adopted this guidance effective January 1, 2020, with no material impact on its consolidated financial statements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. This guidance replaces the current incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts. The guidance became effective on January 1, 2020, including interim periods within that year and requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Under the modified retrospective method of adoption, prior year reported results are not restated. The Company has performed its analysis of the impact on its financial instruments that are within the scope of this guidance and has concluded that there was no material impact to its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU No. 2018-13”) as part of the FASB’s broader disclosure framework project. ASU No. 2018-13 removes, modifies and adds certain disclosures, providing greater focus on requirements that clearly communicate the most important information to the users of the financial statements with respect to fair value measurements. The adoption of ASU No. 2018-13 as of January 1, 2020 did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022, though early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. This standard is not expected to have a material impact to the Company’s consolidated financial statements after evaluation. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures. Other new pronouncements issued but not effective as of December 31, 2020 are not expected to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued a new lease accounting standard, ASU 2016-02 - “Leases”, requiring the recognition of lease assets and liabilities on the balance sheet. This standard is effective starting January 1, 2019. The adoption of ASU 2016-02 is not expected to have a material impact on the Company’s financial statements. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 “Revenue from Contracts with Customers,” and modified the standard thereafter. The objective of the ASU is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that will supersede most current revenue recognition guidance. The basis of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The Company adopted this standard as of January 1, 2018 using the modified retrospective method. See Note 2.H. to the consolidated financial statements for additional details. On January 5, 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities. The standard requiring changes to recognition and measurement of certain financial assets and liabilities. The standard primarily affects equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The Company adopted ASU 2016-01 in the first quarter of 2018 and the impact on its consolidated financial statements was not material. In November 2016, the FASB issued ASU 2016-18 “Restricted Cash” to provide guidance on the presentation of restricted cash in the statement of cash flows. Currently, the statement of cash flows explained the change in cash and cash equivalents for the period. The ASU requires that the statement of cash flows explain the change in cash, cash equivalents and restricted cash for the period. The ASU is effective for the Company in the first quarter of 2018, with early adoption permitted. The Company did not have a material effect on the statements of cash flows as the Company’s restricted cash is not material. In June 2018, the FASB issued ASU No. 2018-07 “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation – Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The Company plans to adopt this standard in the first quarter of 2019. ASU 2018-07 is not expected to have an impact on Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements,” which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements and is effective for the Company beginning on January 1, 2020. The Company does not expect that this standard will have a material effect on the Company’s consolidated financial statements. |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 3 – CONVERTIBLE NOTES A. On June 5, 2019, the Company entered into a Securities Purchase Agreement (“SPA”) with YAII PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to provide the Company with a convertible loan in the aggregate amount of $1,100,000 in three tranches, and the Company agreed to issue convertible debentures and a warrant to the Investor. The first tranche of the convertible debentures in the amount of $200,000 was provided upon execution of the SPA. The second tranche in the amount of $300,000 was provided on October 23, 2019 upon the Company filing of a Registration Statement on Form S-4 in connection with the Merger with Samsara Delaware. The third tranche in the amount of $600,000 was provided on November 18, 2019 upon consummation of the Merger with Samsara Delaware and the fulfillment of all conditions required for the Merger. The Company incurred issuance cost of $100,000 with connection to those convertible debentures. Each tranche of the loan will bear interest at an annual rate of ten percent (10%). The principal amount together with the accrued and unpaid interest will be repayable after two years. Each tranche of the loan together with the accrued and unpaid interest (or any portion at the discretion of the Investor) will be convertible at any time six months following the issuance date, into shares of Company’s common stock at a conversion price equal to the lower of $0.003 per share or 80% of the lowest volume-weighted average price (VWAP) of Company’s share during the period of 10 days preceding the conversion date. On December 9, 2019 and pursuant to the SPA, YAII exercised its option to convert the first Convertible Promissory Note principal amount of $200,000 and the accrued interest into 9,988 shares of Common Stock of the Company. On July 24, 2020 and pursuant to the SPA, YAII exercised its option to convert the second Convertible Promissory Note principal amount of $50,000 and the accrued interest in the amount of $22,684 into 12,979 shares of Common Stock of the Company. On August 5, 2020 and pursuant to the SPA, YAII exercised its option to convert the second Convertible Promissory Note principal amount of $75,000 and the accrued interest in the amount of $753 into 21,644 shares of Common Stock of the Company. On August 13, 2020 and pursuant to the SPA, YAII exercised its option to convert the second Convertible Promissory Note principal amount of $75,000 and the accrued interest in the amount of $481 into 21,522 shares of Common Stock of the Company. On October 12, 2020 and pursuant to the SPA, YAII exercised its option to convert the second Convertible Promissory Note principal in the amount of $50,000 and the accrued interest in the amount of $1,671 into 18,454 shares of Common Stock of the Company. On November 2, 2020 and pursuant to the SPA, YAII exercised its option to convert the second Convertible Promissory Note principal in the amount of $50,000 and the accrued interest in the amount of $288 into 23,947 shares of Common Stock of the Company. On November 16, 2020 and pursuant to the SPA, YAII exercised its option to convert the second Convertible Promissory Note principal in the amount of $10,000 and the accrued interest in the amount of $30,323 into 28,802 shares of Common Stock of the Company. On November 19, 2020 and pursuant to the SPA, YAII exercised its option to convert the second Convertible Promissory Note principal in the amount of $45,000 and the accrued interest in the amount of $159 into 32,256 shares of Common Stock of the Company. On December 17, 2020 and pursuant to the SPA, YAII exercised its option to convert the second Convertible Promissory Note principal in the amount of $45,000 and the accrued interest in the amount of $4,104 into 35,074shares of Common Stock of the Company. In accordance with ASC 815-15-25 the conversion feature was considered embedded derivative instruments, and is to be recorded at their fair value as its fair value can be separated from the convertible loan and its conversion is independent of the underlying note value. The Company recorded finance expenses in respect of the convertible component in the convertible loan in the excess amount of the convertible component fair value over the face loan amount. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the convertible component was estimated by third party appraiser using the Monte Carlo Simulation Model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of the balance sheet dates: December 31, Common stock price 0.0002 Expected volatility 227.88 % Expected term 0.43 Risk free rate 0.19 % Forfeiture rate 0 % Expected dividend yield 0 % December 31, Common stock price 0.0061 Expected volatility 34.35 % Expected term 1.43 years Risk free rate 1.59 % Forfeiture rate 0 % Expected dividend yield 0 % In addition, the Company issued to the Investor a warrant to purchase 13,095 shares of common stock, at an exercise price equal to $0.003. The warrants may be exercised within 5 years from the issuance date by cash payment or through cashless exercise by the surrender of warrants shares having a value equal to the exercise price of the portion of the warrant being exercised. The Company considered the provisions of ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”, with respect to the detachable Warrants that were issued to the Convertible loan, and determined that as a result of the “cashless exercise” and variable exercise price that would adjust the number of Warrants and the exercise price of the Warrants based on the price at which the Company subsequently issues shares or other equity-linked financial instruments, such Warrants cannot be considered as indexed to the Company’s own stock. Accordingly, the Warrants were recognized as derivative liability at their fair value on initial recognition. In subsequent periods, the Warrants were marked to market with the changes in fair value recognized as financing expense or income in the consolidated statement of operations. The warrants were estimated by third party appraiser using the Black-Scholes option-pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of the balance sheet dates: December 31, Common stock price 0.0002 Expected volatility 227.88 % Expected term 3.43 years Risk free rate 0.19 % Expected dividend yield 0 % December 31, Common stock price 0.0061 Expected volatility 32.55 % Expected term 4.43 years Risk free rate 1.61 % Expected dividend yield 0 % B. On September 3, 2020, Samsara Luggage, Inc. (the “Company”) entered into a second Securities Purchase Agreement (“SPA”) with the “Investor, pursuant to which the Investor will invest an aggregate amount of $220 in two tranches, and the Company will issue convertible debentures and warrants to the Investor. The first tranche of the convertible debentures in the amount of $150 was provided upon execution of the SPA. The second tranche in the amount of $70 was provided on October 7,2020. Each tranche of the loan bears interest at an annual rate of ten percent (10%). Each tranche of the investment bears interest at an annual rate of ten percent (10%) and will be repayable after two years. Each tranche of the investment will be convertible at any time into shares of the Company’s Common Stock at a conversion price equal to the lower of (a) $0.003 per share, or (b) 80% of the lowest the daily dollar volume-weighted average price for the Company’s Common Stock during the 10 trading days immediately preceding the conversion date. As part of the transaction, the Company will issue to the Investor warrants to purchase an aggregate of 2,619 shares of Common Stock, at an exercise price equal to $0.003. The term of each warrant is five years from the issue date. Each warrant may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrant being exercised. The Company has undertaken to increase its authorized shares of Common Stock to at least 7,000,000,000 within 90 days of the closing. The SPA and the convertible debentures contain events of default, including, among other things, failure to repay the convertible debentures by the maturity date, and bankruptcy and insolvency events, that could result in the acceleration of the Investor’s right to convert the convertible debentures into shares of common stock. In accordance with ASC 815-15-25 the conversion feature was considered embedded derivative instruments, and is to be recorded at their fair value as its fair value can be separated from the convertible loan and its conversion is independent of the underlying note value. The Company recorded finance expenses in respect of the convertible component in the convertible loan in the excess amount of the convertible component fair value over the face loan amount. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the convertible component was estimated by third party appraiser using the Monte Carlo Simulation Model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of September 3, 2020: September 3, Common stock price 0.0011 Expected volatility 177.1 % Expected term 2.00 Risk free rate 0.12 % Forfeiture rate 0 % Expected dividend yield 0 % The following are the data and assumptions used as of the balance sheet date: December 31, Common stock price 0.002 Expected volatility 227.38 % Expected term 1.67 Risk free rate 0.12 % Forfeiture rate 0 % Expected dividend yield 0 % In addition, the Company issued to the Investor a warrant to purchase 2,619 shares of common stock, at an exercise price equal to $0.003. The warrants may be exercised within 5 years from the issuance date by cash payment or through cashless exercise by the surrender of warrants shares having a value equal to the exercise price of the portion of the warrant being exercised. The Company considered the provisions of ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”, with respect to the detachable Warrants that were issued to the Convertible loan, and determined that as a result of the “cashless exercise” and variable exercise price that would adjust the number of Warrants and the exercise price of the Warrants based on the price at which the Company subsequently issues shares or other equity-linked financial instruments, such Warrants cannot be considered as indexed to the Company’s own stock. Accordingly, the Warrants were recognized as derivative liability at their fair value on initial recognition. In subsequent periods, the Warrants were marked to market with the changes in fair value recognized as financing expense or income in the consolidated statement of operations. The warrants were estimated by third party appraiser using the Black-Scholes option-pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of September 3, 2020: September, Common stock price 0.0011 Expected volatility 177.10 % Expected term 5.00 Risk free rate 0.24 % Expected dividend yield 0 % The following are the data and assumptions used as of the balance sheet date: December 31, Common stock price 0.002 Expected volatility 227.88 % Expected term 4.68 Risk free rate 0.19 % Expected dividend yield 0 % C. On June 26, 2020, the Company entered into a Securities Purchase Agreement (“SPA”) with Power Up Lending Group Ltd. (the “Investor”), pursuant to which the Investor agreed to provide the Company with an initial investment in the form of a convertible loan in the principal amount of $67 (the “Initial Investment”). The SPA contemplates additional financing of up to $925 in the aggregate, subject to the agreement of both parties. The funds are expected to be used to finance the Company’s working capital needs. The convertible loan will bear interest at an annual rate of eight percent (8%) with a maturity date of June 25, 2021 (the “Maturity Date”). The loan will be convertible after six months into shares of the Company’s common stock at a conversion price equal to seventy-five percent (75%) of the average of the lowest trading price for the Company’s common stock during the twenty (20) trading day period prior to the conversion date. The Company agreed to an original issue discount of $9 and to reimburse the Investor for its costs in the amount of $3. Accordingly, the net proceeds to the Company from the Initial Investment amounted to $55. The SPA and the convertible note contain events of default, including, among other things, failure to repay the loan amount by the Maturity Date, and bankruptcy and insolvency events, that could result in the acceleration of the Investor’s right to convert the loan amount into shares of common stock. On December 28, 2020 and pursuant to the SPA, Power- Up exercised its option to convert the second Convertible Promissory Note principal in the amount of $38,100 into 36,286 shares of Common Stock of the Company. On December 31, 2020 and pursuant to the SPA, Power- Up exercised its option to convert the second Convertible Promissory Note principal in the amount of $23,100 into 22,000 shares of Common Stock of the Company. The fair value of the convertible component was estimated by third party appraiser using the Monte Carlo Simulation Model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of the balance sheet date: December 30, Common stock price 0.002 Expected volatility 274.38 % Expected term 0.48 Risk free rate 0.09 % Forfeiture rate 0 % Expected dividend yield 0 % The following table presents the changes in fair value of the level 3 liabilities for the year ended December 31, 2019 and as of December 31, 2020: Warrants Convertible component (U.S. dollars in thousands) Outstanding at December 31, 2019 319 1,053 Fair value converted (20 ) (151 ) Fair value of issued level 3 liability 8 127 Changes in fair value (287 ) (536 ) Outstanding at December 31, 2020 20 493 D. On August 22, 2018 the Company (through a related company) entered into a Secured Loan and Service Agreement with an affiliated entity of Moshe Zuk (hereunder “Zuk”) for the finance of the ongoing working capital of the Company, according to which Zuk granted the Company a loan in the amount of $200,000. The loan bears a monthly interest at a rate of 2% paid quarterly and calculated daily. The loan was guaranteed by the Company and by one of its shareholders. In addition, Zuk granted the Company a credit line of up to $300,000 per year. The credit line shall bear a monthly interest of 1.5% of the utilized credit line. As of the date of this financial statements, the Company has not utilized such line of credit. In addition, the Company issued Zuk 395,500 shares of common stock of the Company representing 7% of the issued and outstanding shares of the Company on a fully diluted basis, and warrants to purchase 169,500 shares of common stock of the Company representing 3% of the issued and outstanding shares of the Company on a fully diluted basis, against payment of $50,000. The Company estimated the fair value of such shares and warrants at a total of $334,000 of which $215,000 and $119,000 were recorded for interest expenses for the years ended December 31, 2019 and 2018, respectively. On December 31, 2018, the balance of the Zuk loan, net of the unamortized portion of the Zuk shares and options, amounted to $7,000 and was presented in Other Current Assets. E. On March 24, 2019, the Company entered into a Convertible Loan Agreement with Moshe Zuk (the “Lender”). Under the agreement, the Lender provided the Company with a loan in the amount of fifty thousand dollars ($50,000). The Company undertook to repay the loan principal, plus annual interest of 12%, within one year. The Lender may convert the loan plus interest into shares of the Company’s common stock at a price per share based on the lower of (a) a discount of twenty percent (20%) to the valuation of the Company at the Company’s first financing round, or (b) a one million-dollar ($1,000,000) valuation. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 4 – STOCKHOLDERS’ EQUITY Common Stock On November 12, 2019, the Company completed its merger with the Samsara Delaware in accordance with the terms of the Merger Agreement and Plan of Merger, dated as of May 10, 2019 by and among the Company, Samsara Delaware, and Avraham Bengio, pursuant to which Samsara Delaware merged with and into the Company, with the Company being the surviving corporation (the “Merger”). Following the completion of the Merger, the Company filed (1) Articles of Merger with the Secretary of State of the State of Nevada in which the Company amended its Articles of Incorporation to change the Company’s name to “Samsara Luggage, Inc.” effective as of November 12, 2019; and (2) a Certificate of Amendment with the Secretary of State of the State of Nevada in which the Company increased the number of authorized shares of common stock of the Company from 2,000,000,000 shares of common stock to 5,000,000,000 shares of common stock effective as of November 12, 2019. On October 5, 2020 the Board of Directors of the Company has approved, and the holders of a majority of the outstanding shares of our common stock, par value $0.0001 per share (the “Common Stock”), have executed a written consent in lieu of a special meeting approving to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 5,000,000,000 to 7,500,000,000 (the “Authorized Capital Increase”). Common Stock Activity During the Years Ended December 31, 2020 At the effective time of the Merger, each share of common stock of Samsara, $0.0001 par value, was converted into the right to receive 0.065 shares of the Company’s common stock, such that the shareholders of Samsara Delaware were issued new shares of the Company representing approximately 80% of the issued and outstanding shares of the Company’s common stock following the completion of the Merger. The exchange rate was determined through arms’-length negotiations between the Company and Samsara Delaware. Immediately after the Merger, assuming the issuance of all of the merger consideration, there were approximately3,236,851,080 shares of Common Stock outstanding, of which (i) the former stockholders of Samsara Delaware owned 2,589,506,080 shares, representing approximately 80% of the outstanding shares of Common Stock; and (ii) the Company’s stockholders immediately prior to the Merger own 92,478 shares, representing approximately 20% of the outstanding shares of Common Stock. On November 12, 2019, the Company issued 32,738 shares of its Common Stock in gross consideration of $500,000 pursuant to a serios securities purchase agreements from April 2019. On December 9, 2019, and pursuant to the YAII Convertible Promissory Note, YAII exercised its option to convert the first Convertible Promissory Note in the amount of $210,000 into 9,988 shares of Common Stock of the Company. On July 23, 2020 and pursuant to the SPA, YAII exercised its option to convert the second Convertible Promissory Note principal amount and unpaid interest of $72,000 and the accrued interest into 12,979 shares of Common Stock of the Company. On August 5, 2020 and pursuant to the SPA, YAII exercised its option to convert the second Convertible Promissory Note principal amount of $75,000 into 21,644 shares of Common Stock of the Company. On August 13, 2020 and pursuant to the SPA, YAII exercised its option to convert the second Convertible Promissory Note principal amount of $75,000 into 21,552 shares of Common Stock of the Company. On October 12, 2020 and pursuant to the SPA, YAII exercised its option to convert the second Convertible Promissory Note principal in the amount of $50,000 and the accrued interest in the amount of $1,671 into 18,454 shares of Common Stock of the Company. On November 2, 2020 and pursuant to the SPA, YAII exercised its option to convert the second Convertible Promissory Note principal in the amount of $50,000 and the accrued interest in the amount of $288 into 23,947 shares of Common Stock of the Company. On November 13, 2020 and pursuant to the SPA, YAII exercised its option to convert the second Convertible Promissory Note principal in the amount of $200,000 and the accrued interest in the amount of $23,000 into 28,572 shares of Common Stock of the Company. On November 16, 2020 and pursuant to the SPA, YAII exercised its option to convert the second Convertible Promissory Note principal in the amount of $10,000 and the accrued interest in the amount of $30,323 into 28,802 shares of Common Stock of the Company. On November 19, 2020 and pursuant to the SPA, YAII exercised its option to convert the second Convertible Promissory Note principal in the amount of $45,000 and the accrued interest in the amount of $159 into 32,256 shares of Common Stock of the Company. On December 17, 2020 and pursuant to the SPA, YAII exercised its option to convert the second Convertible Promissory Note principal in the amount of $45,000 and the accrued interest in the amount of $4,104 into 35,074 shares of Common Stock of the Company On December 28, 2020 and pursuant to the SPA, Power- Up exercised its option to convert the second Convertible Promissory Note principal in the amount of $38,100 into 36,286 shares of Common Stock of the Company. On December 31, 2020 and pursuant to the SPA, Power- Up exercised its option to convert the second Convertible Promissory Note principal in the amount of $23,100 into 22,000 shares of Common Stock of the Company. |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2020 | |
General And Administrative Expenses [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 5 – GENERAL AND ADMINISTRATIVE EXPENSES Year ended Year ended 2020 2019 (U.S. dollars in thousands) Professional fees 193 359 Share based compensation 687 883 Management fees 100 100 Other expenses 106 83 1,086 1,425 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6 – INCOME TAXES On December 22, 2017, the U.S. enacted new tax reform legislation which reduced the corporate tax rate to 21% effective for tax year beginning January 1, 2018. Under ASC 740, the effects of new tax legislation are recognized in the period which includes the enactment date. As a result, the deferred tax assets and liabilities existing on the enactment date must be revalued to reflect the rate at which these deferred balances will reverse. The corresponding adjustment would generally affect the Income Tax Expense (Benefit) shown on the financial statements. However, since the company has a full valuation allowance applied against all of its deferred tax asset, there is no impact to the Income Tax Expense for the year ending December 31, 2020. IRC Section 382 potentially limits the utilization of NOLs and tax credits when there is a greater than 50% change of ownership. The Company has not performed an analysis under IRC 382 related to changes in ownership, which could place certain limits on the company’s ability to fully utilize its NOLs and tax credits. The Company’s has added a note to its financial statements to disclose that there may be some limitations and that an analysis has not been performed. In the interim, the Company has placed a full valuation allowance on its NOLs and other deferred tax items. We recognized income tax benefits of $0 during the years ended December 31, 2020 and 2019. When it is more likely than not that a tax asset will not be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period. Effective December 22, 2017 a new tax bill was signed into law that reduced the federal income tax rate for corporations from 35% to 21%. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended December 2020 or 2019 applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns for the Company remain open. Reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company and the actual tax expense as reported in the Statement of Operations, is as follows: Year ended 2020 2019 (U.S. dollars in thousands) Loss before taxes, as reported in the statements of operations $ 1,140 $ 3,142 Federal and State statutory rate 21 % 21 % Theoretical tax benefit on the above amount at federal statutory tax rate 239 660 Share-based compensation (144 ) (247 ) Losses and other items for which a valuation allowance Was provided or benefit from loss carry forward (95 ) (413 ) Actual tax income (expense) - - 2020 2019 U.S. dollars in thousands Deferred tax assets: Net operating loss carry-forward $ 651 $ 499 Valuation allowance (651 ) (499 ) $ $ - A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. Management has determined, based on its recurring net losses, lack of a commercially viable product and limitations under current tax rules, that a full valuation allowance is appropriate. U.S. dollars in thousands Valuation allowance, December 31, 2019 $ 499 Increase 152 Valuation allowance, December 31, 2020 $ 651 The net federal operating loss carry forward will begin expire in 2039. This carry forward may be limited upon the consummation of a business combination under IRC Section 382. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS Related Parties Payable December 31, December 31, (U.S. dollars in thousands) Related Parties Payable due to management fee 126 105 General and Administrative Expenses For the Year Ended 2020 2019 (U.S. dollars in thousands) Management Fee 100 100 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS On January 11, 2021 and pursuant to the SPA, Power-up exercised its option to convert the Convertible Promissory Note principal in the amount of $6 and the accrued interest in the amount of $2 into 7,448 shares of Common Stock of the Company. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“‘US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As applicable to the financial statements, the most significant estimates and assumptions relate to the measurement of Convertible Note and Going Concern. |
Functional currency | Functional currency The functional currency of the Company is the US dollar (“US$”), which is the currency of the primary economic environment in which the operations of the Company are conducted. |
Cash and cash equivalents | Cash and cash equivalents Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. |
Inventory | Inventory Inventories are valued at the lower of cost or net realizable value. Cost of raw and packaging materials, purchased products, manufactured finished products and products in process are determined on the average cost basis. The Company regularly reviews its inventories for impairment and reserves are established when necessary. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. |
Derivative Liabilities and Fair Value of Financial Instruments | Derivative Liabilities and Fair Value of Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Fair value of certain of the Company’s financial instruments including cash, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the fair value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair values of derivative liabilities over the life of the convertible notes. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of December 31, 2020 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 493 493 Fair value of warrants issued in convertible loan - - 20 20 Total liabilities - -- 513 513 Balance as of December 31, 2019 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 1,053 1,053 Fair value of warrants issued in convertible loan - - 319 319 Total liabilities - -- 1,372 1,372 |
Revenue recognition | Revenue recognition Revenues are recognized when delivery has occurred and there is persuasive evidence of an agreement, the fee is fixed or determinable and collection of the related receivables is reasonably assured, and no further obligations exist. Revenues from sales of products are recognized when title and risk and rewards for the products are transferred to the customer. |
Research and development expenses | Research and development expenses Research and development expenses are charged to operations as incurred. |
Income Taxes | Income Taxes Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss carry forwards for income tax purposes may be limited by Internal Revenue Code section 382 if a change of ownership occurs. |
Net Loss Per Basic and Diluted Common Share | Net Loss Per Basic and Diluted Common Share Basic loss per ordinary share is computed by dividing the loss for the period applicable to ordinary shareholders, by the weighted average number of shares of common stock outstanding during the period. Securities that may participate in dividends with the shares of common stock (such as the convertible preferred) are considered in the computation of basic loss per share under the two-class method. However, in periods of net loss, only the convertible preferred shares are considered, since such shares have a contractual obligation to share in the losses of the Company. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered |
Stock-Based Compensation | Stock-Based Compensation Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. However, when the Company grants to non-employees a fully vested, nonforfeitable equity instrument, such grants are measured based on the fair value of the award at the date of grant. When the fully vested, nonforfeitable equity instruments are granted for services to be received in future periods, the measured cost is recognized as an increase to stockholders’ equity at the measurement date with an offsetting amount as a deduction from stockholders’ equity within the caption “Services receivable”. Such amount is subsequently amortized to the statement of operations over the term of the services as an operating expense, as if the Company has paid periodic payments of cash for the services received from such service provider. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In June 2016, the FASB issued an ASU that supersedes the existing impairment model for most financial assets to a current expected credit loss model. The new guidance requires an entity to recognize an impairment allowance equal to its current estimate of all contractual cash flows the entity does not expect to collect. The Company adopted this guidance effective January 1, 2020, with no material impact on its consolidated financial statements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. This guidance replaces the current incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts. The guidance became effective on January 1, 2020, including interim periods within that year and requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Under the modified retrospective method of adoption, prior year reported results are not restated. The Company has performed its analysis of the impact on its financial instruments that are within the scope of this guidance and has concluded that there was no material impact to its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU No. 2018-13”) as part of the FASB’s broader disclosure framework project. ASU No. 2018-13 removes, modifies and adds certain disclosures, providing greater focus on requirements that clearly communicate the most important information to the users of the financial statements with respect to fair value measurements. The adoption of ASU No. 2018-13 as of January 1, 2020 did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022, though early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. This standard is not expected to have a material impact to the Company’s consolidated financial statements after evaluation. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures. Other new pronouncements issued but not effective as of December 31, 2020 are not expected to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued a new lease accounting standard, ASU 2016-02 - “Leases”, requiring the recognition of lease assets and liabilities on the balance sheet. This standard is effective starting January 1, 2019. The adoption of ASU 2016-02 is not expected to have a material impact on the Company’s financial statements. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 “Revenue from Contracts with Customers,” and modified the standard thereafter. The objective of the ASU is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that will supersede most current revenue recognition guidance. The basis of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The Company adopted this standard as of January 1, 2018 using the modified retrospective method. See Note 2.H. to the consolidated financial statements for additional details. On January 5, 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities. The standard requiring changes to recognition and measurement of certain financial assets and liabilities. The standard primarily affects equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The Company adopted ASU 2016-01 in the first quarter of 2018 and the impact on its consolidated financial statements was not material. In November 2016, the FASB issued ASU 2016-18 “Restricted Cash” to provide guidance on the presentation of restricted cash in the statement of cash flows. Currently, the statement of cash flows explained the change in cash and cash equivalents for the period. The ASU requires that the statement of cash flows explain the change in cash, cash equivalents and restricted cash for the period. The ASU is effective for the Company in the first quarter of 2018, with early adoption permitted. The Company did not have a material effect on the statements of cash flows as the Company’s restricted cash is not material. In June 2018, the FASB issued ASU No. 2018-07 “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation – Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The Company plans to adopt this standard in the first quarter of 2019. ASU 2018-07 is not expected to have an impact on Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements,” which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements and is effective for the Company beginning on January 1, 2020. The Company does not expect that this standard will have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis | Balance as of December 31, 2020 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 493 493 Fair value of warrants issued in convertible loan - - 20 20 Total liabilities - -- 513 513 Balance as of December 31, 2019 Level 1 Level 2 Level 3 Total (U.S. dollars in thousands) Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs - - 1,053 1,053 Fair value of warrants issued in convertible loan - - 319 319 Total liabilities - -- 1,372 1,372 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Notes (Tables) [Line Items] | |
Schedule of changes in fair value of the level 3 liabilities | Warrants Convertible component (U.S. dollars in thousands) Outstanding at December 31, 2019 319 1,053 Fair value converted (20 ) (151 ) Fair value of issued level 3 liability 8 127 Changes in fair value (287 ) (536 ) Outstanding at December 31, 2020 20 493 |
Monte Carlo Simulation Model [Member] | |
Convertible Notes (Tables) [Line Items] | |
Schedule of the fair value of the derivative at each balance sheet | December 31, Common stock price 0.0002 Expected volatility 227.88 % Expected term 0.43 Risk free rate 0.19 % Forfeiture rate 0 % Expected dividend yield 0 % December 31, Common stock price 0.0061 Expected volatility 34.35 % Expected term 1.43 years Risk free rate 1.59 % Forfeiture rate 0 % Expected dividend yield 0 % |
Black-Scholes Option-Pricing Model [Member] | |
Convertible Notes (Tables) [Line Items] | |
Schedule of the fair value of the derivative at each balance sheet | December 31, Common stock price 0.0002 Expected volatility 227.88 % Expected term 3.43 years Risk free rate 0.19 % Expected dividend yield 0 % December 31, Common stock price 0.0061 Expected volatility 32.55 % Expected term 4.43 years Risk free rate 1.61 % Expected dividend yield 0 % |
Monte Carlo Simulation Model [Member] | |
Convertible Notes (Tables) [Line Items] | |
Schedule of the fair value of the derivative at each balance sheet | September 3, Common stock price 0.0011 Expected volatility 177.1 % Expected term 2.00 Risk free rate 0.12 % Forfeiture rate 0 % Expected dividend yield 0 % December 31, Common stock price 0.002 Expected volatility 227.38 % Expected term 1.67 Risk free rate 0.12 % Forfeiture rate 0 % Expected dividend yield 0 % |
Black-Scholes Option-Pricing Model [Member] | |
Convertible Notes (Tables) [Line Items] | |
Schedule of the fair value of the derivative at each balance sheet | September, Common stock price 0.0011 Expected volatility 177.10 % Expected term 5.00 Risk free rate 0.24 % Expected dividend yield 0 % December 31, Common stock price 0.002 Expected volatility 227.88 % Expected term 4.68 Risk free rate 0.19 % Expected dividend yield 0 % |
Monte Carlo Simulation Model [Member] | |
Convertible Notes (Tables) [Line Items] | |
Schedule of the fair value of the derivative at each balance sheet | December 30, Common stock price 0.002 Expected volatility 274.38 % Expected term 0.48 Risk free rate 0.09 % Forfeiture rate 0 % Expected dividend yield 0 % |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
General And Administrative Expenses [Abstract] | |
Schedule of general and administrative expenses | Year ended Year ended 2020 2019 (U.S. dollars in thousands) Professional fees 193 359 Share based compensation 687 883 Management fees 100 100 Other expenses 106 83 1,086 1,425 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation statutory tax rate | Year ended 2020 2019 (U.S. dollars in thousands) Loss before taxes, as reported in the statements of operations $ 1,140 $ 3,142 Federal and State statutory rate 21 % 21 % Theoretical tax benefit on the above amount at federal statutory tax rate 239 660 Share-based compensation (144 ) (247 ) Losses and other items for which a valuation allowance Was provided or benefit from loss carry forward (95 ) (413 ) Actual tax income (expense) - - |
Schedule of deferred tax assets | 2020 2019 U.S. dollars in thousands Deferred tax assets: Net operating loss carry-forward $ 651 $ 499 Valuation allowance (651 ) (499 ) $ $ - |
Schedule of valuation allowance | U.S. dollars in thousands Valuation allowance, December 31, 2019 $ 499 Increase 152 Valuation allowance, December 31, 2020 $ 651 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of related parties payable | December 31, December 31, (U.S. dollars in thousands) Related Parties Payable due to management fee 126 105 |
Schedule of general and administrative expenses | For the Year Ended 2020 2019 (U.S. dollars in thousands) Management Fee 100 100 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 12, 2019 | May 14, 2015 | Mar. 23, 2021 | Dec. 31, 2020 | Oct. 05, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Organization and Description of Business (Details) [Line Items] | |||||||
Percentage of issued and outstanding | 80.00% | 51.00% | |||||
Common stock, shares authorized | 7,500,000,000 | 5,000,000,000 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Merger consideration, description | the merger consideration, there were approximately 462,407 shares of Common Stock outstanding, of which (i) the former stockholders of Samsara Delaware owned 369,929 shares, representing approximately 80% of the outstanding shares of Common Stock; and (ii) the Company’s stockholders immediately prior to the Merger owned 92,478 shares, representing approximately 20% of the outstanding shares of Common Stock. | ||||||
Cash and cash equivalents (in Dollars) | $ 54 | ||||||
Deficit of working capital (in Dollars) | 916 | ||||||
Stockholders’ deficiency (in Dollars) | (912) | $ (1,189) | $ (289) | ||||
Accumulated deficit (in Dollars) | (6,376) | (5,236) | |||||
Subsequent Event [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Description of reverse stock split | the Company completed a reverse stock split of its outstanding common stock. As a result of the reverse stock split, the following changes have occurred (i) every seven thousand shares of common stock have been combined into one share of common stock; (ii) the number of shares of common stock underlying each common stock option or common stock warrant have been proportionately decreased on a 7,000-for-1 basis, and the exercise price of each such outstanding stock option and common warrant has been proportionately increased on a 7,000 -for-1 basis. Accordingly, all option numbers, share numbers, warrant numbers, share prices, warrant prices, exercise prices and losses per share have been adjusted within these consolidated financial statements, on a retroactive basis, to reflect this 7,000 -for-1 reverse stock split. | ||||||
Common Stock [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Percentage of issued and outstanding | 100.00% | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||
Conversion of Stock, Shares Converted | 0.065 | ||||||
Stockholders’ deficiency (in Dollars) | $ 78 | $ 50 | $ 37 | ||||
Common Stock [Member] | Minimum [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Common stock, shares authorized | 2,000,000,000 | 5,000,000,000 | |||||
Common Stock [Member] | Maximum [Member] | |||||||
Organization and Description of Business (Details) [Line Items] | |||||||
Common stock, shares authorized | 5,000,000,000 | 7,500,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum [Member] | |
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items] | |
Estimated useful lives | 3 years |
Maximum [Member] | |
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items] | |
Estimated useful lives | 5 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis [Line Items] | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | $ 493 | $ 1,053 |
Fair value of warrants issued in convertible loan | 20 | 319 |
Total liabilities | 513 | 1,372 |
Level 1 [Member] | ||
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis [Line Items] | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | ||
Fair value of warrants issued in convertible loan | ||
Total liabilities | ||
Level 2 [Member] | ||
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis [Line Items] | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | ||
Fair value of warrants issued in convertible loan | ||
Total liabilities | ||
Level 3 [Member] | ||
Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis [Line Items] | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | 493 | 1,053 |
Fair value of warrants issued in convertible loan | 20 | 319 |
Total liabilities | $ 513 | $ 1,372 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 17, 2020 | Nov. 19, 2020 | Nov. 16, 2020 | Nov. 02, 2020 | Oct. 12, 2020 | Sep. 03, 2020 | Aug. 13, 2020 | Aug. 05, 2020 | Jul. 24, 2020 | Jun. 05, 2019 | Jun. 26, 2020 | Mar. 24, 2019 | Aug. 22, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 28, 2020 | Dec. 09, 2019 |
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Convertible terms, description | The convertible loan will bear interest at an annual rate of eight percent (8%) with a maturity date of June 25, 2021 (the “Maturity Date”). The loan will be convertible after six months into shares of the Company’s common stock at a conversion price equal to seventy-five percent (75%) of the average of the lowest trading price for the Company’s common stock during the twenty (20) trading day period prior to the conversion date. | |||||||||||||||||
Principal amount | $ 45,000 | $ 45,000 | $ 10,000 | $ 50,000 | $ 50,000 | $ 38,100 | ||||||||||||
Issuance of common stock (in Shares) | 32,256 | 28,802 | 23,947 | 18,454 | 36,286 | |||||||||||||
Accrued interest | $ 4,104 | $ 159 | $ 30,323 | $ 288 | $ 1,671 | |||||||||||||
Exercise price (in Dollars per share) | $ 2,619 | |||||||||||||||||
Exercisable term | 5 years | |||||||||||||||||
Conversion price (in Dollars per share) | $ 0.003 | |||||||||||||||||
Original discount amount | $ 9 | |||||||||||||||||
Reimburse cost | 3 | |||||||||||||||||
Initial investment amount | 55 | |||||||||||||||||
Credit line interest rate | 1.50% | |||||||||||||||||
Common stock issued and outstanding percentage | 3.00% | |||||||||||||||||
Warrants to purchase shares of common stock (in Shares) | 169,500 | |||||||||||||||||
Against payment | $ 50,000 | |||||||||||||||||
Estimated fair value of shares and warrants | 334,000 | |||||||||||||||||
Interest expenses | $ 215,000 | $ 119,000 | ||||||||||||||||
Convertible loan agreement, description | Under the agreement, the Lender provided the Company with a loan in the amount of fifty thousand dollars ($50,000). The Company undertook to repay the loan principal, plus annual interest of 12%, within one year. The Lender may convert the loan plus interest into shares of the Company’s common stock at a price per share based on the lower of (a) a discount of twenty percent (20%) to the valuation of the Company at the Company’s first financing round, or (b) a one million-dollar ($1,000,000) valuation. | |||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Principal amount | $ 23,100 | |||||||||||||||||
Warrants to purchase (in Shares) | 13,095 | |||||||||||||||||
Exercise price (in Dollars per share) | $ 0.003 | |||||||||||||||||
Exercisable term | 5 years | |||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Convertible debt | $ 1,100,000 | |||||||||||||||||
Debt instrument description | The first tranche of the convertible debentures in the amount of $200,000 was provided upon execution of the SPA. The second tranche in the amount of $300,000 was provided on October 23, 2019 upon the Company filing of a Registration Statement on Form S-4 in connection with the Merger with Samsara Delaware. The third tranche in the amount of $600,000 was provided on November 18, 2019 upon consummation of the Merger with Samsara Delaware and the fulfillment of all conditions required for the Merger. The Company incurred issuance cost of $100,000 with connection to those convertible debentures. | |||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Convertible terms, description | The principal amount together with the accrued and unpaid interest will be repayable after two years. Each tranche of the loan together with the accrued and unpaid interest (or any portion at the discretion of the Investor) will be convertible at any time six months following the issuance date, into shares of Company’s common stock at a conversion price equal to the lower of $0.003 per share or 80% of the lowest volume-weighted average price (VWAP) of Company’s share during the period of 10 days preceding the conversion date. | |||||||||||||||||
Principal amount | $ 75,000 | $ 75,000 | $ 50,000 | 67 | $ 200,000 | |||||||||||||
Issuance of common stock (in Shares) | 21,522 | 21,644 | 12,979 | 9,988 | ||||||||||||||
Accrued interest | $ 481 | $ 753 | $ 22,684 | |||||||||||||||
Description of convertible notes | Investor, pursuant to which the Investor will invest an aggregate amount of $220 in two tranches, and the Company will issue convertible debentures and warrants to the Investor. The first tranche of the convertible debentures in the amount of $150 was provided upon execution of the SPA. The second tranche in the amount of $70 was provided on October 7,2020. Each tranche of the loan bears interest at an annual rate of ten percent (10%). Each tranche of the investment bears interest at an annual rate of ten percent (10%) and will be repayable after two years. Each tranche of the investment will be convertible at any time into shares of the Company’s Common Stock at a conversion price equal to the lower of (a) $0.003 per share, or (b) 80% of the lowest the daily dollar volume-weighted average price for the Company’s Common Stock during the 10 trading days immediately preceding the conversion date. As part of the transaction, the Company will issue to the Investor warrants to purchase an aggregate of 2,619 shares of Common Stock, at an exercise price equal to $0.003. The term of each warrant is five years from the issue date. Each warrant may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrant being exercised. The Company has undertaken to increase its authorized shares of Common Stock to at least 7,000,000,000 within 90 days of the closing. The SPA and the convertible debentures contain events of default, including, among other things, failure to repay the convertible debentures by the maturity date, and bankruptcy and insolvency events, that could result in the acceleration of the Investor’s right to convert the convertible debentures into shares of common stock. | |||||||||||||||||
Additional financing amount | $ 925 | |||||||||||||||||
Secured Loan and Service Agreement [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Interest rate | 2.00% | |||||||||||||||||
Loan amount | $ 200,000 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Issuance of common stock (in Shares) | 22,000 | |||||||||||||||||
Zuk [Member] | ||||||||||||||||||
Convertible Notes (Details) [Line Items] | ||||||||||||||||||
Credit line amount | $ 300,000 | |||||||||||||||||
Common stock, shares issued (in Shares) | 395,500 | |||||||||||||||||
Common stock issued and outstanding percentage | 7.00% | |||||||||||||||||
Unamortized portion, net | $ 7,000 |
Convertible Notes (Details) - S
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet - Monte Carlo Simulation Model [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet [Line Items] | ||
Common stock price (in Dollars per share) | $ 0.0002 | $ 0.0061 |
Expected volatility | 227.88% | 34.35% |
Expected term | 156 days | 1 year 156 days |
Risk free rate | 0.19% | 1.59% |
Forfeiture rate | 0.00% | 0.00% |
Expected dividend yield | 0.00% | 0.00% |
Convertible Notes (Details) -_2
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet - Black-Scholes Option-Pricing Model [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet [Line Items] | ||
Common stock price (in Dollars per share) | $ 0.0002 | $ 0.0061 |
Expected volatility | 227.88% | 32.55% |
Expected term | 3 years 156 days | 4 years 156 days |
Risk free rate | 0.19% | 1.61% |
Expected dividend yield | 0.00% | 0.00% |
Convertible Notes (Details) -_3
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet - Monte Carlo Simulation Model [Member] - $ / shares | Sep. 03, 2020 | Dec. 31, 2020 |
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet [Line Items] | ||
Common stock price (in Dollars per share) | $ 0.0011 | $ 0.002 |
Expected volatility | 177.10% | 227.38% |
Expected term | 2 years | 1 year 244 days |
Risk free rate | 0.12% | 0.12% |
Forfeiture rate | 0.00% | 0.00% |
Expected dividend yield | 0.00% | 0.00% |
Convertible Notes (Details) -_4
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet - Black-Scholes Option-Pricing Model [Member] - $ / shares | Sep. 03, 2020 | Dec. 31, 2020 |
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet [Line Items] | ||
Common stock price (in Dollars per share) | $ 0.0011 | $ 0.002 |
Expected volatility | 177.10% | 227.88% |
Expected term | 5 years | 4 years 248 days |
Risk free rate | 0.24% | 0.19% |
Expected dividend yield | 0.00% | 0.00% |
Convertible Notes (Details) -_5
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet - Monte Carlo Simulation Model [Member] | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Convertible Notes (Details) - Schedule of the fair value of the derivative at each balance sheet [Line Items] | |
Common stock price (in Dollars per share) | $ 0.002 |
Expected volatility | 274.38% |
Expected term | 175 days |
Risk free rate | 0.09% |
Forfeiture rate | 0.00% |
Expected dividend yield | 0.00% |
Convertible Notes (Details) -_6
Convertible Notes (Details) - Schedule of changes in fair value of the level 3 liabilities $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Convertible Notes (Details) - Schedule of changes in fair value of the level 3 liabilities [Line Items] | |
Outstanding, beginning balance | $ 1,053 |
Fair value converted | (151) |
Fair value of issued level 3 liability | 127 |
Changes in fair value | (536) |
Outstanding, ending balance | 493 |
Warrants [Member] | |
Convertible Notes (Details) - Schedule of changes in fair value of the level 3 liabilities [Line Items] | |
Outstanding, beginning balance | 319 |
Fair value converted | (20) |
Fair value of issued level 3 liability | 8 |
Changes in fair value | (287) |
Outstanding, ending balance | $ 20 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 17, 2020 | Nov. 19, 2020 | Nov. 16, 2020 | Nov. 13, 2020 | Nov. 02, 2020 | Oct. 12, 2020 | Aug. 13, 2020 | Aug. 05, 2020 | Jul. 24, 2020 | Dec. 09, 2019 | Nov. 12, 2019 | Dec. 31, 2020 | Dec. 28, 2020 | Jul. 23, 2020 | Dec. 31, 2020 | Oct. 05, 2020 | Jun. 26, 2020 |
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Increase in authorized shares of common stock (in Shares) | 2,000,000,000 | ||||||||||||||||
Shares of common stock (in Shares) | 5,000,000,000 | ||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||||
Common stock activity, description | At the effective time of the Merger, each share of common stock of Samsara, $0.0001 par value, was converted into the right to receive 0.065 shares of the Company’s common stock, such that the shareholders of Samsara Delaware were issued new shares of the Company representing approximately 80% of the issued and outstanding shares of the Company’s common stock following the completion of the Merger. The exchange rate was determined through arms’-length negotiations between the Company and Samsara Delaware. Immediately after the Merger, assuming the issuance of all of the merger consideration, there were approximately3,236,851,080 shares of Common Stock outstanding, of which (i) the former stockholders of Samsara Delaware owned 2,589,506,080 shares, representing approximately 80% of the outstanding shares of Common Stock; and (ii) the Company’s stockholders immediately prior to the Merger own 92,478 shares, representing approximately 20% of the outstanding shares of Common Stock. | ||||||||||||||||
Principal amount | $ 45,000 | $ 45,000 | $ 10,000 | $ 50,000 | $ 50,000 | $ 38,100 | |||||||||||
Accrued interest | $ 4,104 | $ 159 | $ 30,323 | $ 288 | $ 1,671 | ||||||||||||
Minimum [Member] | |||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Increase in authorized shares of common stock (in Shares) | 5,000,000,000 | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Increase in authorized shares of common stock (in Shares) | 7,500,000,000 | ||||||||||||||||
First Convertible Promissory Note [Member] | |||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Shares of common stock (in Shares) | 9,988 | ||||||||||||||||
Principal amount | $ 210,000 | ||||||||||||||||
Second Convertible Promissory Note [Member] | |||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Shares of common stock (in Shares) | 35,074 | 32,256 | 28,802 | 28,572 | 23,947 | 18,454 | 21,552 | 21,644 | 22,000 | 36,286 | 12,979 | ||||||
Principal amount | $ 45,000 | $ 45,000 | $ 10,000 | $ 200,000 | $ 50,000 | $ 50,000 | $ 75,000 | $ 75,000 | $ 23,100 | $ 38,100 | $ 23,100 | ||||||
Unpaid interest | $ 72,000 | ||||||||||||||||
Accrued interest | $ 4,104 | $ 159 | $ 30,323 | $ 23,000 | $ 288 | $ 1,671 | |||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||||
Issuance of common stock (in Shares) | 32,738 | ||||||||||||||||
Gross consideration | $ 500,000 | ||||||||||||||||
Principal amount | 75,000 | 75,000 | $ 50,000 | $ 200,000 | $ 67 | ||||||||||||
Accrued interest | $ 481 | $ 753 | $ 22,684 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - Schedule of general and administrative expenses - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of general and administrative expenses [Abstract] | ||
Professional fees | $ 193 | $ 359 |
Share based compensation | 687 | 883 |
Management fees | 100 | 100 |
Other expenses | 106 | 83 |
General and administrative expenses | $ 1,086 | $ 1,425 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes (Details) [Line Items] | |||
Effective income tax rate | 21.00% | ||
Ownership percentage | 50.00% | ||
Income tax benefits (in Dollars) | $ 0 | $ 0 | |
Federal income tax rate | 21.00% | 21.00% | |
Minimum [Member] | |||
Income Taxes (Details) [Line Items] | |||
Federal income tax rate | 35.00% | ||
Maximum [Member] | |||
Income Taxes (Details) [Line Items] | |||
Federal income tax rate | 21.00% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of reconciliation statutory tax rate - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of reconciliation statutory tax rate [Abstract] | ||
Loss before taxes, as reported in the statements of operations | $ (1,140) | $ (3,142) |
Federal and State statutory rate | 21.00% | 21.00% |
Theoretical tax benefit on the above amount at federal statutory tax rate | $ 239 | $ 660 |
Share-based compensation | (144) | (247) |
Losses and other items for which a valuation allowance Was provided or benefit from loss carry forward | (95) | (413) |
Actual tax income (expense) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of deferred tax assets [Abstract] | ||
Net operating loss carry-forward | $ 651 | $ 499 |
Valuation allowance | $ (651) | (499) |
Deferred tax assets |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of valuation allowance $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of valuation allowance [Abstract] | |
Valuation allowance | $ 499 |
Increase | 152 |
Valuation allowance | $ 651 |
Related Party Transactions (Det
Related Party Transactions (Details) - Schedule of related parties payable - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of related parties payable [Abstract] | ||
Related Parties Payable due to management fee | $ 126 | $ 105 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of general and administrative expenses - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of general and administrative expenses [Abstract] | ||
Management Fee | $ 100 | $ 100 |
Subsequent Events (Details)
Subsequent Events (Details) - Convertible Notes Payable [Member] - Subsequent Event [Member] $ in Thousands | Jan. 11, 2021USD ($)shares |
Subsequent Events (Details) [Line Items] | |
Principal amount | $ 6 |
Accrued interest | $ 2 |
Shares of common stock (in Shares) | shares | 7,448 |