What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2020-05-18 compared with 2019-04-16 · 199 added, 186 removed, 177 unchanged (69% of the section changed)

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operators and there are no assurances that any such arrangement will become effective in the near future, or at all.

In September 2017, Hurricane Irma made

landfall in Southern Florida, causing significant damage to the area.

In September 2017, Hurricane Irma made landfall

in Southern Florida, causing significant damage to the area.

As a result, we closed all of our stores for renovation following

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See “Restaurant Development”

Our intention is to own and operate up to 6 of our restaurants and utilize

them as a showcase in the marketing of our proposed franchise operations.

We intend to own and operate up to 6 of our restaurants and utilize them

as a showcase in the marketing of our proposed franchise operations.

In May 2017, we completed our National

Franchise License and now have the ability to sell franchises in all of the states in the US except for New York, Virginia, and

Maryland which we intend to add at later dates if sufficient demand exists.

In June 2017, we completed the sales of two franchise

locations in Florida.

Franchise License and now can sell franchises in all of the states in the US except for New York, Virginia, and Maryland which

we intend to add at later dates if sufficient demand exists.

In June 2017, we completed the sales of two franchise locations in

We anticipate commencement of the building and development of these locations by the end of 2018.

We strive to provide the highest level

of service, high-quality ingredients, and products.

Enveloped in our mission is our philosophy to support and partner with local

producers and suppliers within the regions in order to provide a truly authentic experience to our customers.

Our vision is to

leverage the success of our flagship store and our initial hotel locations in the South Florida market and to expand into other

regions on a local, state, national and global level.

The main focus is doing so through our continued corporate owned store expansion,

along with the development and sales of additional locations through the advancement of our franchise and territorial rights program.

We strive to provide the highest level of service,

high-quality ingredients, and products.

Enveloped in our mission is our philosophy to support and partner with local producers

and suppliers within the regions in order to provide a truly authentic experience to our customers.

Our vision is to leverage the

success of our flagship store and our initial hotel locations in the South Florida market and to expand into other regions on a

local, state, national, and global level.

The main focus is doing so through our continued corporate-owned store expansion, along

with the development and sales of additional locations through the advancement of our franchise and territorial rights program.

In May 2018 we filed our initial registration

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Subsequently, a licensed broker-dealer filed an application to list our Common Stock for trading.

As of the date of this Report,

we are in the process of responding to various comments received from FINRA.

If and when approved, we expect to trade our Common

Stock on the OTC QB market.

Our principal offices are located at 80

On September 23.

2019 the Company’s

application to trade its common stock on the OTCQB under the symbol “KITL”.

In May of 2019, we began the initial steps of developing our

first European restaurant location, which is located at Strada Provinciale 70 #100, Ceglie del Campo, 70129, Bari, Italia.

European location began its operation on October 24, 2019.

Our European location will also act as our distribution center for

European products destined for our current locations and future corporate-owned and franchised locations.

Our principal offices are located at 80 SW

Suite 2000, Miami, Florida, 33130, telephone (305) 423-7024 and our website is www.kissesfromitaly.com.

Current Business Plan

Each of our restaurants has been and

will continue to be designed to deliver great-tasting food in less than five minutes for in-restaurant dining or take-out

In addition, the restaurant’s menu and operating systems have been specifically designed for consistent

quality, which we believe is necessary for high-growth franchising.

Hours of operation are expected to be from 7:00 am to

11:00 pm, subject to change if additional hours are required based upon the respective location of our restaurants.

Each of our restaurants has been and will continue

to be designed to deliver great-tasting food in less than five minutes for in-restaurant dining or take-out orders.

the restaurant’s menu and operating systems have been specifically designed for consistent quality, which we believe is necessary

for high-growth franchising.

Hours of operation are expected to be from 7:00 am to 11:00 pm, subject to change if additional hours

are required based upon the respective location of our restaurants.

Covid-19 pandemic

On March 11, 2020,

the World Health Organization (“WHO”) declared the COVID-19 outbreak to be a global pandemic.

In addition to the devastating

effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility

in the global financial markets.

states and many countries have issued policies intended to stop or slow the further

spread of the disease.

COVID-19 and the

U.S.’s response to the pandemic are significantly affecting the economy.

There are no comparable events that provide guidance

as to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and

subject to change.

We do not yet know the full extent of the effects on the economy, the markets we serve, our business or our

Our menu includes grilled paninis including

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We also offer deli paninis including fresh cheese Panini,

prosciutto, salami, calicollo, bresaola and turkey panini’s ranging in price from $5.95 to $7.95.

prosciutto, salami, capocollo, bresaola, and turkey panini’s ranging in price from $5.95 to $7.95.

All our panini’s

include lettuce, tomato, and one choice of cheese and three choices of marinated vegetables, or three choices of grilled vegetables.

We also will offer desserts including a

Nutella sandwich, a variety of fresh Danish, cannoli, Italian biscotti, sfogliatelle or a corneti, ranging in price from $1.50

We also will offer desserts including

a Nutella sandwich, a variety of fresh Danish, cannoli, Italian biscotti, sfogliatelle or a corneti, ranging in price from

$1.50 to $2.50.

Our breakfast menu is served all day We will also have a full coffee and tea favorites, including espresso,

cappuccino, and other coffee drinks, soft drinks, bottled water, and juices, as well as various flavors of granite

We also will offer desserts including a Nutella

sandwich, a variety of fresh Danish, cannoli, Italian biscotti, sfogliatelle or a corneti, ranging in price from $1.50 to $2.50.

We will provide an egg sandwich for breakfast only.

We will also have a full coffee and tea

favorites, including espresso, cappuccino and other coffee drinks, soft drinks, bottled water and juices, as well as various flavors

of granite (ices).

Our vision is to transport true authentic

and rustic taste from the provinces of Italy through a fresh Panini with an espresso, latte or cold slush espresso to go.

We will also have a full coffee and tea favorites,

including espresso, cappuccino, and other coffee drinks, soft drinks, bottled water, and juices, as well as various flavors of

granite (ices).

Our vision is to transport true authentic and

rustic taste from the provinces of Italy through a fresh Panini with an espresso, latte, or cold slush espresso to go.

to offer products that will cater to all diets including gluten-free diets and emphasize fresh products with no preservatives.

All our sott'olio and coffee products are

made in Italy.

Our management is in constant communication with our product manufacturers and search for the high quality and authentic

All our sott'olio and coffee products are made

Our management is in constant communication with our product manufacturers and search for high quality and authentic

products from different regions from Southern Italy including Sicily, Calabria, Puglia, Napoli, Potenza, and Toscana.

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(Protected Designation of Origin) certified and defined in the European Commission Regulations.

Our Fast Food Restaurants

Between May 2015 and May 2016, we opened

four (4) restaurants in Southern Florida.

Quick Service

Between May 2015 and May 2016, we opened four

(4) restaurants in Southern Florida.

Each of our restaurants is owned by a wholly-owned limited liability company.

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additional similar restaurants, all in Southern Florida.

Except for the Fort Lauderdale location,

all of our restaurant locations arose out of a relationship we established with Wyndham Vacation Ownership, Inc., which operates

timeshare apartment complexes.

Of our three restaurants, two are located in Wyndham timeshare resort properties where they are

the only restaurants on site.

Our lease agreements provide for our restaurants to provide room service that can be charged to the

customer’s room, as well as an opportunity to provide food and beverage service to various sales, orientations, marketing

and owner events held by Wyndham on a regular basis on these properties.

Wyndham remits payments for these services bi-weekly and

charges us with a 5% administrative fee for processing costs.

In September 2017, Hurricane Irma caused

significant damage to the area, which caused a significant setback in the implementation of our business plan.

All of our locations

were closed until January 2018 in order to renovate the premises from the damage done by the hurricane.

We elected not to re-open

our location at Wyndham-Royal Vista in Pompano Beach, FL and as a result, currently have 3 operating restaurants.

However, discussions

with the Wyndham Group have begun concerning re-occupying the space Kisses from Italy originally occupied in the Wyndham-Royal

Vista property.

The Wyndham Royal Vista location has remained closed through 2018 and continues through 2019 due to difficulties

with the renovations needed from the damages caused by Hurricane Irma in September of 2017.

We have estimated that we will begin

the necessary steps to re-occupy the space by Q3 of 2019.

The initial relationship with Wyndham has

provided us with an additional revenue stream that we had not considered when we originally began implementing our business plan.

We have continued our discussions with Wyndham, as well as other similar companies and believe that our continued expansion of

our restaurant concept will be enhanced as a result of our developing a more extensive relationship with Wyndham or another similar

There are no assurances this will occur.

Except for the Fort Lauderdale location, all

of our restaurant locations arose out of a relationship we established with Wyndham Vacation Ownership, Inc., which operates timeshare

apartment complexes.

Of our three restaurants, two are located in Wyndham timeshare resort properties where they are the only restaurants

Our lease agreements provide for our restaurants to provide room service that can be charged to the customer’s room,

as well as an opportunity to provide food and beverage service to various sales, orientations, marketing, and owner events held

by Wyndham regularly on these properties.

Wyndham remits payments for these services bi-weekly and charges us with a 5% administrative

fee for processing costs.

Our menu includes grilled paninis including

an Italian style Panini, sausage, beef, sliced pork, or chicken topped with quality natural “sott'olio”

marinated vegetable) products at prices ranging from $5.95 to $7.95.

We also offer deli paninis including fresh cheese Panini,

prosciutto, salami, capocollo, bresaola, and turkey panini’s ranging in price from $5.95 to $7.95.

All our panini’s

include lettuce, tomato, and one choice of cheese and three choices of marinated vegetables, or three choices of grilled vegetables.

We also will offer desserts including

a Nutella sandwich, a variety of fresh Danish, cannoli, Italian biscotti, sfogliatelle or a corneti, ranging in price from

$1.50 to $2.50.

Our breakfast menu is served all day We will also have a full coffee and tea favorites, including espresso,

cappuccino, and other coffee drinks, soft drinks, bottled water, and juices, as well as various flavors of granite

The initial relationship with Wyndham has provided

us with an additional revenue stream that we had not considered when we originally began implementing our business plan.

continued our discussions with Wyndham, as well as other similar companies, and believe that our continued expansion of our restaurant

concept will be enhanced as a result of our developing a more extensive relationship with Wyndham or another similar company.

are no assurances this will occur.

Our flagship location, at 3146 NE 9 TH

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We have remained as the sole tenant on the property since September 2017.

Propriety repair from the Hurricane did not commence until well into the second half of 2018.

The building remained in shambles

as of this date of this Report.

This has greatly reduced the foot traffic to the surrounding area thereby affecting our exposure

to any potential walk-by customers.

As repairs to the building finally commenced in mid-2018, we were asked by the building landlord

to close for the entire month of July 2018.

repair from the Hurricane did not commence until well into the second half of 2018.

The building remained in shambles as of this

date of this Report.

This has greatly reduced the foot traffic to the surrounding area thereby affecting our exposure to any potential

walk-by customers.

As repairs to the building finally commenced in mid-2018, we were asked by the building landlord to close for

the entire month of July 2018.

We complied and received a rent abatement for a period of four (4) months.

from these on-going repairs continued well in 2019 with no clear of estimated time as to when the repairs will be completed.

no assurances can be provided we are confident that once the repairs are complete the area will return to its once sought out

Each location

is managed by one senior employee/manager and individually assessed based on foot traffic, seasonality, and other demographic factors.

We abide by the standards and rules set forth by the State of Florida Department of Health.

Michele Di Turi and Ross Golub have

the Certified Food Manager accreditation and have the proper authority to provide necessary food safety courses.

The impact from these

on-going repairs continued well in 2019 with no clear of estimated time as to when the repairs will be completed.

While no assurances

can be provided we are confident that once the repairs are complete the area will return to its once sought out status.

Each location is managed

by one senior employee/manager and individually assessed based on foot traffic, seasonality, and other demographic factors.

abide by the standards and rules set forth by the State of Florida Department of Health.

Michele Di Turi, our CEO and Ross Golub

have the Certified Food Manager accreditation and have the proper authority to provide necessary food safety courses.

Restaurant Franchising

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the sale of our initial two franchises at a price of $15,000 per location, each to be located in Florida.

These locations are set

to be developed at a later date.

We anticipate commencement of the building and development of these locations by the end of 2019

or early 2020.

These locations are

set to be developed at a later date.

We anticipate commencement of the building and development of these locations by July 1,

Each of our franchise

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on to franchisees based on the volume of their purchases from the suppliers providing the discounts.

The franchise agreement also requires our

franchisee to pay royalties of 9% of gross sales, which are defined to be total actual charges for all products (food and non-food)

and services, such as catering and delivery, sold to customers, exclusive of taxes, on a weekly basis.

We retain 6% of this royalty

and the remaining 3% goes towards a marketing fund.

The marketing fund is broken down in two parts, 2% for local marketing and

1% for national marketing.

We anticipate that until national coverage is warranted, local and/or regional marketing campaigns will

be implemented.

We also require that our franchisee enter

into a collateral assignment and assumption of lease through which we are granted a security interest in all of the furniture,

removable trade fixtures, inventory, licenses and supplies located in the restaurant as collateral for (1) the payment of any obligation

The franchise agreement also requires our franchisee

to pay royalties of 9% of gross sales, which are defined to be total actual charges for all products (food and non-food) and services,

such as catering and delivery, sold to customers, exclusive of taxes, every week.

We retain 6% of this royalty and the remaining

3% goes towards a marketing fund.

The marketing fund is broken down in two parts, 2% for local marketing and 1% for national marketing.

We anticipate that until national coverage is warranted, local and/or regional marketing campaigns will be implemented.

We also require that our franchisee enter into

a collateral assignment and assumption of lease through which we are granted a security interest in all of the furniture, removable

trade fixtures, inventory, licenses and supplies located in the restaurant as collateral for (1) the payment of any obligation

owed to us, (2) any default or breach under the terms of the lease, and (3) any default or breach of any of the terms and provisions

of the franchise agreement.

In the event of a breach of or default under the lease or a payment by a franchisee as a result of

a breach or default, we may be entitled to possession of the restaurant and all of our rights, title and interest in and to the

In the event of a breach of or default under the lease or payment by a franchisee as a result of a

breach or default, we may be entitled to possession of the restaurant and all of our rights, title, and interest in and to the

We also enter into a conditional assignment of telephone numbers and listings that assigns us telephone numbers and directory

listings upon termination or expiration of a franchisee relationship.

The initial term of a franchise agreement

is ten years, with a renewal provision of between 2-5 years on the terms and conditions of the franchise agreement so long as there

listings upon termination or expiration of a franchise relationship.

The initial term of a franchise agreement is

ten years, with a renewal provision of between 2-5 years on the terms and conditions of the franchise agreement so long as there

has been substantial compliance with the franchise agreement and pay a to-be-determined fee for each renewal.

Franchisees are also required to replace

any franchise that terminates or expires or any restaurant that closes within the territory if necessary, to maintain the number

of our named restaurants required in the development schedule.

If a franchisee fails to meet the development schedule, we have

the right to terminate the agreement or adjust that territory to eliminate any state in the territory where they have not achieved

Franchisees are also required to replace any

franchise that terminates or expires or any restaurant that closes within the territory if necessary, to maintain the number of

our named restaurants required in the development schedule.

If a franchisee fails to meet the development schedule, we have the

right to terminate the agreement or adjust that territory to eliminate any state in the territory where they have not achieved

the minimum number required for that state.

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have 2 corporate employees, increasing to 3 for the fifth development year.

If a franchisee fails to perform any of

the above services and we need to step in to perform such tasks, we require that they pay us an amount equal to 125% of the expenditures

If a franchisee fails to perform any of the

above services and we need to step in to perform such tasks, we require that they pay us an amount equal to 125% of the expenditures

incurred by us in performing the services that they failed to perform.

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and their failure to cure the breach within 30 days after delivery of the notice.

The agreement includes provisions where

each franchisee must refer all inquiries for franchises in their territory to us.

The agreement includes provisions where each

franchisee must refer all inquiries for franchises in their territory to us.

Under the terms of the Area Representative Agreement,

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Franchise Marketing

Our marketing strategy for establishing

multi-unit franchises is to contact individuals or entities that have previously developed franchises in other concepts.

This strategy

allows us to find people with the proper knowledge, experience, and financial resources to develop a successful franchise operation

in a timely fashion.

We are seeking individuals or groups with

the skills and financial strength to operate multi-unit franchise organizations within specific geographic territories.

Our marketing strategy for establishing multi-unit

franchises is to contact individuals or entities that have previously developed franchises in other concepts.

This strategy allows

us to find people with the proper knowledge, experience, and financial resources to develop a successful franchise operation in

a timely fashion.

We are seeking individuals or groups with the

skills and financial strength to operate multi-unit franchise organizations within specific geographic territories.

persons must qualify on the basis of their skill sets and financial ability to develop a territory.

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experience in the management of food service venues who also have sufficient start-up capital to open several of our restaurants.

As of the date of this Report, we have

entered into discussions with several possible franchise owners.

It is anticipated that these franchisees may open multiple units,

including restaurants in Florida, California, the United Kingdom, Italy and/or Canada.

However, there is no definitive agreement

binding these potential franchisees to purchasing any of our franchises and there are no assurances that we will sell any franchises

in the future.

As of the date of this Report, we have entered

into discussions with several possible franchise owners.

It is anticipated that these franchisees may open multiple units, including

restaurants in Florida, California, the United Kingdom, Italy and/or Canada.

However, there is no definitive agreement binding

these potential franchisees to purchasing any of our franchises and there are no assurances that we will sell any franchises in

We will consider the skills and investment

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Commissary System

We plan to develop centralized commissary

facilities that will serve all of the restaurants that we own in a given region.

We believe that a commissary that serves a region

of restaurants will improve efficiency and consistency for the restaurant concept.

We also believe that a commissary system will

allow our restaurants to be approximately 500 square feet smaller than they would otherwise be.

We plan to build commissaries in

areas with lower rent.

In this manner, we plan to save the difference between the 500 fewer square feet that retail rental space

would cost and the commissary’s costs located in a lower rent area.

Our commissary will have storage space for paper products

as well as walk-in coolers to store food.

Food preparation for sauces, salad dressings, and other base ingredients will be done

in the commissary “clean room”

We plan to develop centralized commissary facilities

that will serve all of the restaurants that we own in a given region.

We believe that a commissary that serves a region of restaurants

will improve efficiency and consistency for the restaurant concept.

We also believe that a commissary system will allow our restaurants

to be approximately 500 square feet smaller than they would otherwise be.

We plan to build commissaries in areas with lower rent.

In this manner, we plan to save the difference between the 500 fewer square feet that retail rental space would cost and the commissary’s

costs located in a lower rent area.

Our commissary will have storage space for paper products as well as walk-in coolers to store

Food preparation for sauces, salad dressings, and other base ingredients will be done in the commissary “clean room”

and then delivered to local restaurants daily.

We believe central food preparation of

sauces and base ingredients will maintain the consistency of our restaurants’

We believe central food preparation of sauces and base ingredients will maintain

the consistency of our restaurants’

products and possibly reduce labor costs.

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coffee with the purchase of any meal item.

As we open restaurants in new markets we

plan to duplicate the advertising effort we employed in Fort Lauderdale and to spend initially approximately 2% to 3% of monthly

revenue for local advertising on a per company-owned restaurant basis.

Since we plan to build multiple restaurants simultaneously

within a specific geographic region, we believe our advertising cost as a percentage of revenue will decrease as we increase the

number of restaurants within a region.

As we open restaurants in new markets we plan

to duplicate the advertising effort we employed in Fort Lauderdale and to spend initially approximately 2% to 3% of monthly revenue

for local advertising on a per company-owned restaurant basis.

Since we plan to build multiple restaurants simultaneously within

a specific geographic region, we believe our advertising cost as a percentage of revenue will decrease as we increase the number

of restaurants within a region.

There are no assurances we will successfully open multiple restaurants moving forward.

We currently employ 8 full-time persons,

plus our officers.

We currently employ 8 full-time persons, plus

our officers.

Employees include 4 chefs, 3 baristas and an inventory manager.

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employees and consultants to sign a confidentiality and non-disclosure agreement.

Our success relies on our ability

to hire additional employees, particularly on the local sales side.

We believe there are numerous quality people to choose from

throughout our area of targeted expansion.

Our success relies on our ability to hire additional

employees, particularly on the local sales side.

We believe there are numerous quality people to choose from throughout our area

of targeted expansion.

As we grow we anticipate in the near future

we will require a franchise director and a Chief Financial Officer/Controller, as well as various administrative support personnel.

The fast-food segment of the restaurant

industry is highly competitive and fragmented.

In addition, fast food restaurants compete against other segments of the restaurant

industry, including fast-casual restaurants and casual dining restaurants.

The number, size, and strength of our competitors vary

Our competitors also compete based on a number of factors, including taste, the speed of service, value, name recognition,

restaurant location, and customer service.

The restaurant industry is often affected

by changes in consumer tastes;

The fast-food segment of the restaurant industry

is highly competitive and fragmented.

In addition, fast food restaurants compete against other segments of the restaurant industry,

including fast-casual restaurants and casual dining restaurants.

The number, size, and strength of our competitors vary by region.

Our competitors also compete based on a number of factors, including taste, the speed of service, value, name recognition, restaurant

location, and customer service.

The restaurant industry is often affected by

changes in consumer tastes;

national, regional or local economic conditions;

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Miami Subs Grill

Of the above-listed restaurants, all are

larger and have significantly greater financial resources than we currently have available.

We are subject to various federal, state

and local laws affecting our business.

Our restaurants must comply with licensing and regulation by a number of governmental

authorities, which include health, sanitation, safety, and fire agencies in the state or municipality in which the restaurant is

In addition, we must comply with various state laws that regulate the franchisor/franchisee relationship.

We are also subject to federal and state

laws governing employment and pay practices, overtime, tip credits, and working conditions.

The bulk of our employees are paid

on an hourly basis at rates related to the federal and state minimum wages.

We are also subject to federal and state

child labor laws which, among other things, prohibit the use of certain “hazardous equipment”

by employees 18 years

of age or younger.

Under the Americans with Disabilities Act, we could be required to expend funds to modify our restaurants to

better provide service to, or make reasonable accommodation for the employment of disabled persons.

We continue to monitor our

facilities for compliance with the Americans with Disabilities Act in order to conform to its requirements.

Of the above-listed restaurants, all are larger

and have significantly greater financial resources than we currently have available.

We are subject to various federal, state and

local laws affecting our business.

Our restaurants must comply with licensing and regulation by a number of governmental authorities,

which include health, sanitation, safety, and fire agencies in the state or municipality in which the restaurant is located.

addition, we must comply with various state laws that regulate the franchisor/franchisee relationship.

We are also subject to federal and state laws

governing employment and pay practices, overtime, tip credits, and working conditions.

The bulk of our employees are paid on an

hourly basis at rates related to the federal and state minimum wages.

We are also subject to federal and state child

labor laws which, among other things, prohibit the use of certain “hazardous equipment”

by employees 18 years of age

Under the Americans with Disabilities Act, we could be required to expend funds to modify our restaurants to better

provide service to, or make reasonable accommodation for the employment of disabled persons.

We continue to monitor our facilities

for compliance with the Americans with Disabilities Act in order to conform to its requirements.

We believe future expenditures

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(the United States Patent and Trademark Office) Serial Number.

We are a smaller reporting company and not required to include

this disclosure in this Report.

We are a smaller reporting company and not required to include this

disclosure in this Report.

UNRESOLVED STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business