Item 4.01 Change in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm.
Effective as of January 23, 2023 (the "Effective Date"), the Board of Directors
(the "Board") of Samsara Luggage, Inc., a Nevada corporation (the "Company"),
dismissed Halperin Ilanit, CPA ("Halperin") as the Company's independent
registered public accounting firm and engaged Elkana Amitai CPA to serve as the
Company's new independent registered public accounting firm effective as of the
same date. The change of independent registered public accounting firms was made
to more closely match the Company's evolving business and not due to any
disagreements with Halperin. The decision to change principal accountants was
also approved by the Board effective as of the same date.
Neither of Halperin's reports on the Company's financial statements for each of
the last two fiscal years ended December 31, 2021 and 2020 contained an adverse
opinion or a disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope, or accounting principles, except that Halperin's
report for the Company's financial statements for the fiscal years ended
December 31, 2021 and 2020 contained an explanatory paragraph in respect to
uncertainty as to the Company's ability to continue as a going concern. During
the Company's two most recent fiscal years ended December 31, 2021 and 2020 and
any subsequent interim period through the Effective Date, there were (i) no
disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Halperin
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Halperin, would have caused Halperin to make reference to
the subject matter of the disagreements in their reports on the Company's
financial statements, and (ii) no reportable events (as described in paragraphs
(a)(1)(v) (A) through (D) of Item 304 of Regulation S-K).
The Company previously provided Halperin with a copy of the disclosures it is
making in this Current Report on Form 8-K (this "Form 8-K") and has requested
that Halperin furnish it with a letter addressed to the U.S. Securities and
Exchange Commission stating whether they agree with the above statements. A copy
of the requested letter received from Halperin, dated January 25, 2023, stating
that they agree is filed as Exhibit 16.1 to this Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm.
Effective as of the Effective Date, the Board approved the engagement of Elkana
Amitai CPA ("Elkana") to serve as the Company's new independent registered
public accounting firm effective as of the same date. The decision to engage
Elkana was also approved by the Board effective as of the same date.
During the two most recent fiscal years ended December 31, 2021 and 2020 and any
subsequent interim period through the Effective Date, neither the Company nor
anyone on its behalf consulted with Elkana regarding: (i) the application of
accounting principles to a specified transaction, either completed or proposed;
(ii) the type of audit opinion that might be rendered on its financial
statements by Elkana, and neither a written report or oral advice was provided
to the Company by Elkana that Elkana concluded was an important factor
considered by the Company in reaching a decision as to any accounting, auditing
or financial reporting issues; or (iii) any other matter that was the subject of
a "disagreement" or "reportable event" (as such terms are described in Items
304(a)(1)(iv) and (v), respectively, of Regulation S-K) between the Company and
its former independent registered public accounting firm, Halperin.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
16.1 Letter from Halperin Ilanit, dated as of January 25, 2023, addressed
to the U.S. Securities and Exchange Commission (filed herewith).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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