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This Amendment No. 1 on Form 8-K/A
0001530163
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2024-08-13
2024-08-13
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 13, 2024
SAMSARA
LUGGAGE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada |
|
000-54649 |
|
26-0299456 |
(State of incorporation) |
|
(Commission File Number) |
|
(IRS Employer No.) |
135 East 57th Street, Suite 18-130
New York, New York
(Address of principal executive offices and Zip
Code)
(877) 421-1574
(Registrant’s telephone number, including
area code)
(Former Name or Former Address, if Changed
Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions: (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock par value $0.0001 |
|
SAML |
|
OTC
Markets, PINK |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
SECTION 4 - MATTERS
RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01 Changes in Registrant’s Certifying Accountant.
Appointment of New
Independent Registered Public Accounting Firm
On August 19, 2024, Quality Industrial Corp. (the “Company”)
engaged Bush and Associates CPA (the “New Accountant”) as its independent registered public accounting firm. The engagement
of the New Accountant was approved by the Company’s Board of Directors.
Resignation of Independent Registered Public Accounting Firm
On August 13, 2024, Samsara Luggage Inc. (the “Company”)
was notified by Pipara & Co LLP (“Pipara”) of its decision to resign as the Company’s independent registered accounting
firm, effective as of such date.
The reports of Pipara on the Company’s financial statements for
the most recently completed fiscal years ended December 31, 2023 and did not contain any adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Pipara’s audit report on the
Company’s financial statements as of and for the fiscal years ended December 31, 2023 and included an explanatory paragraph contained
an uncertainty about the Company’s ability to continue as a going concern.
During the Company’s most recently completed fiscal years
ended December 31, 2023, and the subsequent interim period through the date of the audit review date as of March 31, 2023, there
were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with Pipara on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the
satisfaction of Pipara would have caused them to make reference thereto in their reports on the financial statements for such
periods.
During the Company’s most recently completed fiscal years ended
December 31, 2023, and the subsequent interim period through the audit review date as of March 31, 2023, there were no “reportable
events” (as defined in Item 304(a)(1)(v) of Regulation S-K), other than as disclosed in Part II, Item 9A of the Company’s
Form 10-K for the year ended December 31, 2023, where the Company’s management, our principal executive officer and principal financial
officer determined that the Company’s internal controls over financial reporting concluded that our disclosure controls and procedures
were effective at a reasonable assurance level as of the end of the period covered by the report.
The Company provided Pipara with a copy of this report on Form 8-K
in accordance with Item 304(a) of Regulation S-K prior to its filing with the Securities and Exchange Commission and requested that Pipara
furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements
and, if it does not agree, the respects in which it does not agree. A copy of the letter from Pipara is filed as Exhibit 16.1 hereto.
SECTION 9 – FINANCIAL
STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed
herewith:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Samsara Luggage Inc. |
|
|
|
/s/ John-Paul Backwell |
|
John-Paul Backwell |
|
CEO |
|
|
|
Date: August 23, 2024 |
|
2
Exhibit 16.1
August 21, 2024
Office of the Chief Accountant
Securities and Exchange Commission
100F Street, NE
Washington, D.C. 20549
Dear Sir/Madam:
We have read the statements made by Samsara Luggage Inc. (the Company),
which were provided to us and which we understand will be filed with the Commission in a report on Form 8-K pursuant to Item 4.01 of Regulation
S-K, regarding the change in its certifying accountant. We agree with the statements concerning our firm in such Current Report on Form
8-K. We have no basis to agree or disagree with other statements made under Item 4.01, except the following paragraph, for which no procedures
have been conducted by the firm:
During the Company’s most recently completed fiscal year ended
December 31, 2023, and the subsequent interim period through the audit review date as of March 31, 2023, there were no “reportable
events” (as defined in Item 304(a)(1)(v) of Regulation S-K), other than as disclosed in Part II, Item 9A of the Company’s
Form 10-K for the year ended December 31, 2023, where the Company’s management, our principal executive officer and principal financial
officer determined that the Company’s internal controls over financial reporting concluded that our disclosure controls and procedures
were effective at a reasonable assurance level as of the end of the period covered by the report.
We hereby consent to the filing of this letter as an exhibit to the
foregoing report on Form 8-K.
Very truly yours,
Pipara & Co LLP
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Samsara Luggage (PK) (USOTC:SAML)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
Samsara Luggage (PK) (USOTC:SAML)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024