What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2020-05-18 compared with 2019-04-16 · 171 added, 136 removed, 160 unchanged (66% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls

and Procedures

Disclosure Controls and

Disclosure Controls and Procedures –

7 unchanged sentences

regarding required disclosure.

Based on this evaluation, our management,

including our CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 31, 2018, at reasonable

assurance levels

We believe that our financial statements

presented in this annual report on Form 10-K fairly present, in all material respects, our financial position, results of operations,

and cash flows for all periods presented herein.

Based on this evaluation, our management, including

our CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 31, 2019, at reasonable assurance

We believe that our financial statements presented

in this annual report on Form 10-K fairly present, in all material respects, our financial position, results of operations, and

cash flows for all periods presented herein.

Inherent Limitations –

1 unchanged sentence

and procedures will prevent all error and all fraud.

A control system, no matter how well conceived and operated, can

provide only reasonable, not absolute, assurance that the objectives of the control system are met.

The design of any

system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance

that any design will succeed in achieving its stated goals under all potential future conditions.

Further, the design

of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered

relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute

assurance that all control issues and instances of fraud, if any, within our company have been detected.

These inherent

limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple

error or mistake.

In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human

error nor system weakness has resulted in erroneous reporting of financial data.

Changes in Internal Control over

Financial Reporting –

There were no changes in our internal control over financial reporting during our fiscal year

ended December 31, 2018, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules

13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal

A control system, no matter how well conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the control system are met.

The design of any system of controls is

based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will

succeed in achieving its stated goals under all potential future conditions.

Further, the design of a control system must reflect

the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues

and instances of fraud, if any, within our company have been detected.

These inherent limitations include the realities that judgments

in decision-making can be faulty, and that breakdown can occur because of simple error or mistake.

In particular, many of our current

processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous

reporting of financial data.

Changes in Internal Control over Financial

Reporting –

There were no changes in our internal control over financial reporting during our fiscal year ended December

31, 2019, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15 and

15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

This Annual Report does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report

was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange

Commission that permit us to provide only management’s report in this Annual Report.

Management Report on Internal

Control over Financial Reporting

This Annual Report does not include

an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules

of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

Management Report

on Internal Control over Financial Reporting

Our management is responsible for establishing

1 unchanged sentence

the Exchange Act.

Those rules define internal control over financial reporting as a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles and includes those policies and procedures that:

Those rules define internal control over financial reporting as a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

3 unchanged sentences

controls over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree

of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of

our internal control over financial reporting as of December 31, 2018.

Projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Management assessed the effectiveness of our

internal control over financial reporting as of December 31, 2019.

In making this assessment, our management used the criteria

established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission

Based on its assessment, management

has concluded that as of December 31, 2018, our disclosure controls and procedures and internal control over financial reporting

were effective.

Based on its assessment, management has concluded

that as of December 31, 2019, our disclosure controls and procedures and internal control over financial reporting were effective.

OTHER INFORMATION

9 unchanged sentences

Chief Operating Officer and Director

The above-listed officers and directors

will serve until the next annual meeting of the shareholders or until their death, resignation, retirement, removal, or disqualification,

The above-listed officers and directors will

serve until the next annual meeting of the shareholders or until their death, resignation, retirement, removal, or disqualification,

or until their successors have been duly elected and qualified.

2 unchanged sentences

Officers serve at the will of the Board of Directors.

Michele Di Turi has been

our Co-Chief Executive Officer, President and Director since our inception.

Michele Di Turi has been our

Co-Chief Executive Officer, President and Director since our inception.

In addition, Mr.

16 unchanged sentences

He devotes approximately 30% of his time to our business affairs.

Leonardo Fraccalvieri has

been our Chief Operating Officer and a director since our inception.

Leonardo Fraccalvieri has been

our Chief Operating Officer and a director since our inception.

Previously, from April 2013 through January 2014, he was Business

15 unchanged sentences

Board Committees

As of the date of this Report, we do

not have any committees of our Board of Directors.

We expect to appoint outside Directors to serve on our Board in the near future,

but as of the date of this Report, we have not identified such prospective Directors.

Once appointed and we become

a reporting company, of which there is no assurance, we expect to form an Audit Committee, a Compensation Committee, a Corporate

Governance Committee, and a Nominating Committee.

As of the date of this Report, we do not have

any committees of our Board of Directors.

We expect to appoint outside Directors to serve on our Board in the near future, but

as of the date of this Report, we have not identified such prospective Directors.

Once appointed and we become a reporting company,

of which there is no assurance, we expect to form an Audit Committee, a Compensation Committee, a Corporate Governance Committee,

and a Nominating Committee.

Family Relationships

There are no family relationships between any of our Directors

or executive officers.

There are no family relationships between any of our Directors or

executive officers.

Involvement in Certain

Legal Proceedings

To our knowledge, our directors and executive officers have not

been involved in any of the following events during the past ten years:

Any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive

officer either at the time of the bankruptcy or within two years prior to that time;

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other

minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking

activities or to be associated with any person practicing in banking or securities activities;

Being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have

violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently

reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation,

any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire

fraud or fraud in connection with any business entity;

Being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,

any registered entity or any equivalent exchange, association, entity, or organization that has disciplinary authority over its

members or persons associated with a member.

Director Independence

Our Board is currently composed of three

Our Common Stock is not currently listed for trading on a national securities exchange and, as such, we are not subject

to any director independence standards.

Our Board is currently composed of three members.

Our Common Stock is not currently listed for trading on a national securities exchange and, as such, we are not subject to any

director independence standards.

No member of our Board of Directors is considered an independent director.

independence in accordance with the rules of The New York Stock Exchange, Inc., which generally provides that a director is not

independent if:

We evaluated independence

in accordance with the rules of The New York Stock Exchange, Inc., which generally provides that a director is not independent

(i) the director is, or in the past three years has been, an employee of ours;

(ii) a member of the director’s

immediate family is, or in the past three years has been, an executive officer of ours;

(ii) a member of the director’s immediate

family is, or in the past three years has been, an executive officer of ours;

(iii) the director or a member of the director’s

9 unchanged sentences

the greater of $1,000,000 or 2% of that other company’s consolidated gross revenues.

Once we achieve trading status, of

which there can be no assurance, we will insure that our committees, as well as our Board of Directors, complies with all the

requirements of a public company under the auspices of the OTC Marketplace.

Once we achieve trading status, of which there

can be no assurance, we will insure that our committees, as well as our Board of Directors, complies with all the requirements

of a public company under the auspices of the OTC Marketplace.

Section 16(a) Beneficial

Ownership Reporting Compliance

Section 16(a) of the Securities Exchange

Act of 1934 (the “34 Act”) requires our officers and directors and persons owning more than ten percent of the Common

Stock, to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”).

Additionally,

Item 405 of Regulation S-K under the 34 Act requires us to identify in our Form 10-K and proxy statement those individuals

for whom one of the above-referenced reports was not filed on a timely basis during the most recent year or prior years.

best knowledge, there has been no change in the holdings of any of our affiliates and no reports were required to be filed.

Section 16(a) of the Securities Exchange Act

of 1934 (the “34 Act”) requires our officers and directors and persons owning more than ten percent of the Common Stock,

to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”).

Additionally, Item 405 of Regulation S-K under the 34 Act requires us to identify in our Form 10-K and proxy statement those

individuals for whom one of the above-referenced reports was not filed on a timely basis during the most recent year or prior years.

To our best knowledge, there has been no change in the holdings of any of our affiliates and no reports were required to be filed.

Code of Ethics

Our board of directors has not adopted a code of ethics but

plans to do so in the near future.

Our board of directors has not adopted a code of ethics but plans

to do so in the near future.

EXECUTIVE COMPENSATION

5 unchanged sentences

SUMMARY COMPENSATION TABLE

Name and Principal Position

Compensation ($)

principal position

Incentive Plan

Michele Di Turi,

President, CEO

$1,133,037(a)

Co-CEO and President,

Claudio Ferri,

Salaries are established by our Board of

We currently do not have a Compensation Committee but expect to have one in place in the future once we have independent

Co-CEO and CIO

Fraccalvieri, COO

(a) Represents a bonus award of 16,911,000 shares for services performed and in lieu

(b) Represents a bonus award of 12,000,080 shares for services performed

Salaries are established by our Board of Directors.

We currently do not have a Compensation Committee but expect to have one in place in the future once we have independent directors.

None of our employees are employed pursuant to an employment agreement.

Outstanding Equity Awards at Fiscal Year-End

The table below summarizes all unexercised

options, stock that has not vested, and equity incentive plan awards for each named executive officer as of December 31, 2019.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive

Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number Of Shares or Shares of Stock That Have Not Vested (#)

Value of Shares or Shares of Stock That Have Not Vested

Equity Incentive Plan Awards:

Number of Unearned Shares, Shares or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Shares or Other Rights That Have Not Vested (#)

Michele Di Turi, Co-CEO and President, and Chairman

Claudio Ferri, Co-CEO and CIO

Leonardo Fraccalvieri, COO

Other than the compensation described above

in the Summary Compensation Table, our officers and directors are reimbursed for actual expenses incurred.

We have not adopted a stock plan but may

do so in the future.

None of our executive officers are party

to any employment agreement with us.

We have not adopted a stock plan but may do

so in the future.

None of our executive officers are party to

any employment agreement with us.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following

table sets forth certain information regarding the ownership of Common Stock and Preferred Stock voting with the Common Stock

as of the date of this Report by (i) each person known to us to own more than 5% of our outstanding Common Stock as of the

date of this Report, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directors and

executive officers as a group.

Unless otherwise indicated, all shares are owned directly and the indicated person has sole

voting and investment power.

The information provided is based upon 81,780,170 Common Shares issued and outstanding as of the

date of this Report.

The following table sets forth certain information

regarding the ownership of Common Stock and Preferred Stock voting with the Common Stock as of the date of this Report by (i) each

person known to us to own more than 5% of our outstanding Common Stock as of the date of this Report, (ii) each of our directors,

(iii) each of our executive officers, and (iv) all of our directors and executive officers as a group.

Unless otherwise indicated,

all shares are owned directly and the indicated person has sole voting and investment power.

The information provided is based

upon 126,550,535 Common Shares issued and outstanding as of the date of this Report.

Class of Shares

10 unchanged sentences

All Officers and Directors as a Group (3 persons)

(1) Officer and director

of our Company.

(2) Includes 410,000 shares

of common stock held in the name of his wife.

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Other 5% Shareholders

Officer and director of our Company.

Includes 410,000 shares of common stock held in the name of his wife.

CERTAIN RELATIONSHIPS AND

RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Related Party Transactions

There are no related party transactions

that are required to be disclosed pursuant to Regulation S-K promulgated under the Securities Act of 1933, as amended.

There are no related party transactions that

are required to be disclosed pursuant to Regulation S-K promulgated under the Securities Act of 1933, as amended.

Director Independence

None of our current directors are deemed

“independent”

None of our current directors are deemed “independent”

pursuant to SEC rules.

We anticipate appointing independent directors in the foreseeable future.

PRINCIPAL ACCOUNTING FEES

AND SERVICES.

PRINCIPAL ACCOUNTING FEES AND

Fees Paid to Independent

4 unchanged sentences

Consist of amounts billed

for professional services rendered for our annual financial statements included in our Registration Statement filed on Form S-1, our Annual Report on Forms 10-K for our fiscal year ended December 31, 2018 and for reviews of our interim financial statements

included in our Quarterly Reports on Form 10-Q.

for professional services rendered for our annual financial statements our Annual Report on Forms 10-K for our fiscal years ended

December 31, 2019 and 2018, respectively, and for reviews of our interim financial statements included in our Quarterly Reports

on Form 10-Q.

Consists of amounts billed

1 unchanged sentence

All Other Fees .

of amounts billed for services other than Audit Fees.

We do not have an audit committee and as

a result, our entire Board of Directors performs the duties of an audit committee.

Our Board of Directors evaluates

the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.

Consists of amounts

billed for services other than Audit Fees.

We do not have an audit committee and as a

result, our entire Board of Directors performs the duties of an audit committee.

Our Board of Directors evaluates the scope and

cost of the engagement of an auditor before the auditor renders audit and non-audit services.

EXHIBITS, FINANCIAL STATEMENT

The following exhibits are included herewith:

Form of Convertible Debenture, 2018-9 Offering

List of Subsidiaries

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

7 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase Document

Following are a list of exhibits which

we previously filed in other reports which we filed with the SEC, including the Exhibit No., description of the exhibit and the

identity of the Report where the exhibit was filed.

Articles of Incorporation filed with the Florida Department of State on March 7, 2013 (incorporated

by reference to Form S-1 Registration Statement filed on May 15, 2018)

Articles of Amendment to Articles of Incorporation filed with the Florida Department of State on

May 11, 2018 (incorporated by reference to Form S-1 Registration Statement filed on May 15, 2018)

Following are a list of exhibits which we previously

filed in other reports which we filed with the SEC, including the Exhibit No., description of the exhibit and the identity of the

Report where the exhibit was filed.

Articles of Incorporation filed with the Florida Department of State on March 7, 2013 (incorporated by reference to Form S-1 Registration Statement filed on May 15, 2018)

Articles of Amendment to Articles of Incorporation filed with the Florida Department of State on May 11, 2018 (incorporated by reference to Form S-1 Registration Statement filed on May 15, 2018)

Bylaws of Registrant (incorporated by reference to Form S-1 Registration Statement filed on May 15, 2018)

Articles of Amendment to Articles of Incorporation Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (incorporated by reference to Current Report on Form 8-K filed on December 26, 2019)

Assignment of Lease Agreement between Registrant and Paradigm Shift Holdings, Inc.

and Palm Vacation

Group for Palm Aire Location (incorporated by reference to Form S-1 Registration Statement filed on May 15, 2018)

and Palm Vacation Group for Palm Aire Location (incorporated by reference to Form S-1 Registration Statement filed on May 15, 2018)

Assignment of Lease Agreement between Registrant and Paradigm Holdings, Inc.

and Sea Garden Beach

and Tennis Resort, Inc.

and Sea Garden Beach and Tennis Resort, Inc.

for Sea Garden Location (incorporated by reference to Form S-1 Registration Statement filed on May 15, 2018)

Online Virtual Office Arrangement between Registrant and Regas Management Group, LLC commencing

July 1, 2018 (incorporated by reference to Form S-1 Registration Statement filed on May 15, 2018)

Form of 8% Convertible Debenture (incorporated by reference to Amendment to Form S-1

Registration Statement filed on July 11, 2018)

Online Virtual Office Arrangement between Registrant and Regas Management Group, LLC commencing July 1, 2018 (incorporated by reference to Form S-1 Registration Statement filed on May 15, 2018)

Form of 8% Convertible Debenture (incorporated by reference to Amendment to Form S-1 Registration Statement filed on July 11, 2018)

Form of Convertible Debenture, 2018-9 Offering (incorporated by reference to Form 10-K filed

April 16, 2019)

List of Subsidiaries (incorporated by reference to Form 10-K filed

April 16, 2019)

Pursuant to the requirements

2 unchanged sentences

KISSES FROM ITALY, INC.

April 16, 2019

s/ Michel Di Turi

2 unchanged sentences

Claudio Ferri, Principal Financial and Accounting Officer

In accordance with the Exchange Act, this

Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April

In accordance with the Exchange Act, this Annual

Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on May 18, 2020.

s/ Michel Di Turi

5 unchanged sentences

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 9A. Controls and Procedures