What changed in this filing

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Item 1. Business

2021-04-15 compared with 2020-05-18 · 271 added, 276 removed, 100 unchanged (85% of the section changed)

5 unchanged sentences

the “Company”

or “Kisses”) is a Florida corporation

incorporated on March 7, 2013, which is focused on developing a fast-casual food dining chain restaurant business.

operations by opening our initial corporately owned location in Fort Lauderdale, Florida, in May 2015.

Thereafter, by April 2016

we opened three additional locations, all in Southern Florida, through a working relationship with Wyndham Hotels, where we have

built two of our other locations.

Other than our lease agreements for these locations we have no other agreement in place with

Wyndham Hotels.

While we have had discussions with their management about enhancing and expanding our working relationship with

them, we have no agreement in place to create such a relationship with Wyndham or any other national chain of hotels or timeshare

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.

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

Our Fort Lauderdale location was reopened in early November 2017.

We reopened two of the hotel locations in Pompano

Beach in January 2018 but elected not to reopen our 4 th location, as this location suffered significant damage in the

See “Restaurant Development”

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 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.

or “Kisses”) was incorporated in the

State of Florida on March 7, 2013, with a focus on developing a fast, casual food dining chain restaurant business.

We commenced operations

by opening our initial corporately owned restaurant in Fort Lauderdale, Florida in May 2015.

By April 2016, we opened three additional

restaurants located in various Wyndham Hotel properties in the Pompano Beach, Florida area.

In September 2017, Hurricane Irma caused significant

damage to the area which resulted in Wyndham halting operations at its hotel properties for repairs and renovations and the closure of

our Wyndham hotel locations.

The Hurricane also impacted travel to Florida during this time.

While our Fort Lauderdale location was reopened

in early November 2017, we were only able to reopen two of the hotel locations in Pompano Beach in late January 2018.

We also elected

not to reopen our fourth location, as the damages were too excessive.

If we can raise additional capital, of which there is no assurance,

we intend to own and operate up to 10 restaurants and utilize them as a showcase in the marketing of our proposed franchise operations.

In May 2017, we completed our National Franchise

License which permits us to sell franchises in all of the states in the United States except for New York, Virginia, and Maryland, which

licenses we hope to obtain if sufficient demand exists in the future.

In September 2017, we completed the sales of two franchise locations

We anticipate commencement of the building and development of these locations by mid-2021.

On October 24, 2019, we opened our first restaurant

in Italy, at Strada Provinciale 70 #100, Via Vittorio Veneto 100 Ceglie del Campo, Bari, Italia which we intend to also use as a training

facility for franchises in Europe.

The Bari location was closed in the fourth quarter of 2020 and currently remains closed as of the date

of this Report due to Covid-19.

Management recently began scouting various locations

in regions of Italy and believes that the regions of Rome and Puglia may offer opportunities for additional corporate-owned and franchise

However, there are no agreements in place as of the date of this Report to open any new facilities, either Company-owned or

franchises, and no assurances can be provided that we will expand our operations accordingly.

In September 2019, the Company's common stock

was approved for trading by FINRA and in mid-October 2019 was approved for up-listing by the OTC Markets Group to the OTCQB under the

symbol “KITL”.

In January of 2020, the Company completed its

first franchise agreement for a restaurant in the State of California.

As a result of the COVID-19 pandemic, the opening of this restaurant

has been delayed and is currently expected to begin operating in by the end by June 30, 2021.

In June of 2020, the Company entered into a

multi-unit development agreement (the “Development Agreement”) pursuant to which it granted development rights to

Demasar Management, Inc.

to open and operate up to 100 restaurants in Canada.

In September of 2020, we decided to enter retail

food and grocery stores with Kisses From Italy branded products in Canada.

The product launch began in November of 2020 and Kisses From

Italy branded products were in nine retail stores by the end of 2020.

Kisses From Italy branded products were in 20 stores across Ontario

and Quebec in Canada by March 31, 2021.

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.

of Covid-19 had a material adverse impact on our operations in 2020.

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

statement on Form S-1 with the US Securities and Exchange Commission.

On August 23, 2018, our registration statement was deemed

effective by the Commission.

We registered an aggregate of 22,201,250 shares of our Common Stock in the registration statement.

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

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 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

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

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.

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

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.

Our menu includes grilled paninis including an

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

(grilled and 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 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 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).

We also 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).

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

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.

We intend 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

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.

freshness and quality, our representatives work closely with local farmers and ranchers for all meats and fresh vegetables.

our products are D.O.P.

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

Quick Service

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.

Ensuring freshness and quality,

our representatives work closely with local farmers and ranchers for all meats and fresh vegetables.

All our products are D.O.P.

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

Quick Service Restaurants

Between May 2015 and May 2016, we opened four

1 unchanged sentence

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

restaurant is located at 3146 NE 9 th Street in Fort Lauderdale, Florida.

This location is across the street from an

Atlantic Ocean public beach and consists of approximately 1,000 square feet of a retail restaurant with seating for up to 25 guests.

See “Part I, Item 2, Property,”

This restaurant opened for business in May 2015.

Subsequently, we opened three

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

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 initial restaurant

is located at 3146 NE 9 th Street in Fort Lauderdale, Florida.

This location is across the street from an Atlantic Ocean public

beach and consists of approximately 1,000 square feet of a retail restaurant with seating for up to 25 guests.

Subsequently, we opened

three 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

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 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”

(grilled and 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 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 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).

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 company.

There are no assurances this will occur.

Our flagship location, at 3146 NE 9 TH

in Fort Lauderdale, suffered the greatest impact from the Hurricane of all of our locations.

in Fort Lauderdale, suffered the greatest impact from the Hurricane Irma in 2017 of all of our locations.

The commercial building where

our restaurant was located sustained severe damage.

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

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

Property repair

from the Hurricane did not commence until the second half of 2018.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 months.

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.

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.

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

Michele Di Turi, our CEO has the Certified Food Manager

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

Restaurant Franchising

In addition to opening our company-owned

restaurants, we are engaged in franchising of our restaurant concept so that we can build market share and brand awareness.

retained legal counsel specializing in franchise operations, who has prepared our Franchise Agreement.

In addition to opening our company-owned restaurants,

we are engaged in franchising of our restaurant concept so that we can build market share and brand awareness.

In May 2017, we completed

its 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.

On June 23 rd , 2017 we completed

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 July 1,

our National Franchise License which permits us to sell franchises in all of the states in the United States except for New York, Virginia,

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

On June 23, 2017 we completed the sale of our initial

two Florida franchises at a price of $15,000 per location.

These locations are set to be developed at a later date.

We anticipate commencement

of the building and development by the end of 2021.

In January of 2020, the Company completed its

first franchise agreement for a restaurant in the State of California.

As a result of the COVID-19 pandemic, the opening of this restaurant

has been delayed and is currently expected to begin operating in the second quarter of 2021.

In June of 2020, the Company entered into the

Development Agreement pursuant to which it granted development rights to Demasar to open and operate up to 100 restaurants in Canada.

Demasar will be taking the lead for franchise expansion and assisting in the Canadian brand building for the Kisses From Italy brand.

Each of our franchise

restaurants are required to conform to a standard of interior design, featuring a distinctive and comfortable Italian décor.

Our prior approval is required for each specific location of a proposed franchise restaurant, which includes a requirement that

the same be in a clearly identifiable commercial location built out in accordance with our standards.

Franchisees are also required

to satisfactorily complete training and purchase certain equipment and supplies from us and other approved suppliers.

We also require

the purchase of a point-of-sale system and data polling services from a specified supplier and a computer system that meets established

system standards.

Franchisees are required to purchase approximately

prior approval is required for each specific location of a proposed franchise restaurant, which includes a requirement that the same be

in a clearly identifiable commercial location built out in accordance with our standards.

Franchisees are also required to satisfactorily

complete training and purchase certain equipment and supplies from us and other approved suppliers.

We also require the purchase of a

point-of-sale system and data polling services from a specified supplier and a computer system that meets established system standards.

Franchisees will be required to purchase approximately

90% to 95% of their supplies and food inventory either directly from us, or from approved suppliers.

We attempt to negotiate system-wide

volume discounts and/or rebates for our franchisees from approved suppliers and if successful, pass such discounts and/or rebates

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, 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.

volume discounts and/or rebates for our franchisees from approved suppliers and if successful, pass such discounts and/or rebates on to

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

Our franchise agreement with franchisees 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 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 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

the minimum number required for that state.

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

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 lease.

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 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 franchise

agreement or adjust that territory to eliminate any state in the territory where they have not achieved the minimum number of restaurants

required for that state.

We are required to perform the following services:

Solicitation of new franchise owners - Actively and continuously market and promote through advertising and solicit prospective franchise owners in their territory according to an annual plan and budget that they develop and submit for our approval.

Solicitation of new franchise owners - Actively and continuously market and promote through advertising and

solicit prospective franchise owners in their territory according to an annual plan and budget that a franchisee develops and submits

for our approval.

Site selection, leasing, and build-out - Consult and advise franchise owners with site selection and lease negotiation of the restaurants.

14 unchanged sentences

Assist franchise owners during transfers of their franchises or restaurants.

We also require our franchisees to maintain

certain staffing levels to meet all of the terms of the agreement.

For the first development year, we require each location to

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

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

In addition, such failure will constitute a breach of the

A breach of the agreement gives us the right to terminate the agreement after delivering notice to them of the breach

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.

Under the terms of the Area Representative Agreement,

we have the sole right to grant franchises in all our unsold territories, terminate a franchise agreement, and approve site selections,

leases, and other franchise real estate transactions.

We also require our franchisees to maintain certain

staffing levels.

For the first development year, we require each location to have 2 corporate employees, increasing to 3 in the fifth

development year.

If a franchisee fails to perform services and

we need to assume such tasks, we require that they pay us an amount equal to 125% of the expenditures incurred by us.

and we have the

right to terminate the agreement after notice of a 30-day cure period.

Each franchisee must refer all inquiries for franchises

in their territory to us.

Under the terms of an Area Representative Agreement, we have the sole right to grant franchises in all our unsold

territories, terminate a franchise agreement, and approve site selections, leases, and other franchise real estate transactions.

Franchise Marketing

1 unchanged sentence

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.

We anticipate a franchise territory

will consist of areas that are either cities or counties depending on population.

We seek to identify people with considerable

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

We will consider the skills and investment

capital that each potential multiple franchise owner presents to determine the size and nature of the territory and the minimum

number of our restaurants that the franchise owner will be required to maintain in the territory in order keep the exclusive rights

to that territory.

We will review the demographics of each proposed location to consider the appropriate number of restaurants

in each area based upon population and other factors including per capita income and then set the minimum number of restaurants

at half the amount.

Franchisees will not be restricted from opening additional restaurants beyond the minimum for their territory.

We have not yet generated revenue from the sourcing of franchises and there are no assurances we will ever generate revenues from

this business concept.

This strategy allows us

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

We seek individuals or groups with the skills

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

We anticipate that

a franchise territory will consist of areas that are either cities or counties depending on population.

We seek to identify people with

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

We have entered into discussions with several possible franchise owners, however.

we currently have no franchise agreements.

We will consider the skills and investment capital

that each potential multiple franchise owner presents to determine the size and nature of the territory and the minimum number of our

restaurants that the franchise owner will be required to maintain in the territory in order keep the exclusive rights to that territory.

We will review the demographics of each proposed location to consider the appropriate number of restaurants in each area based upon population

and other factors including per capita income and then set the minimum number of restaurants at half the amount.

Franchisees will not

be restricted from opening additional restaurants beyond the minimum for their territory.

We have not yet generated revenue from the sourcing

of franchises and there are no assurances we will ever generate revenues from this business concept.

Commissary System

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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

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

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”

and then delivered to local restaurants daily.

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

the consistency of our restaurants’

delivered to local restaurants daily.

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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Our advertising has and will consist primarily

of newspaper print ads, direct mailing efforts and also through social media, including Facebook, Twitter, and other social media

of newspaper print ads, direct mailing efforts and also through social media, including Facebook, Twitter, and other social media outlets.

We also participated in other forms of advertising.

For example, we intend to use an airplane to advertise our Kisses

banner to the Fort Lauderdale beach crowd, offering promotional free coffee and T-shirts.

Our ads will contain a coupon for a free

coffee with the purchase of any meal item.

For example, we intend to use an airplane to advertise our Kisses banner to the Fort

Lauderdale beach crowd, offering promotional free coffee and T-shirts.

Our ads will contain a coupon for a free 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.

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

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

There are no assurances we will successfully open multiple restaurants in the future.

We currently employ 8 full-time persons, plus

our officers.

We do not have any part-time employees.

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

Our employees work at will and are not represented

by a collective bargaining unit.

Our employees work

at will and are not represented by a collective bargaining unit.

We believe our relationship with our employees is excellent in most cases.

We require all our

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.

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.

We require all our 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.

As we grow we anticipate 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.

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;

Our competitors

also compete based on a number of factors, including taste, the speed of service, value, name recognition, restaurant location, and customer

The restaurant industry is often affected by changes

in consumer tastes;

national, regional, or local economic conditions;

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demographic trends;

the type, number, and location of competing food retailers and products;

traffic patterns;

type, number, and location of competing food retailers and products;

and disposable purchasing power.

Our restaurant

concept is expected to compete with international, national, and regional restaurant chains as well as locally-owned restaurants.

We will compete not only for customers, but also for management and hourly personnel, suitable real estate sites, and qualified

Our restaurant concept is expected

to compete with international, national, and regional restaurant chains as well as locally-owned restaurants.

We will compete not only

for customers, but also for management and hourly personnel, suitable real estate sites, and qualified franchisees.

We believe that each of the following restaurants

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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 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.

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

for such compliance would not have a material adverse effect on our operations.

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.

We believe future expenditures for such compliance would not

have a material adverse effect on our operations.

As a potential franchisor, we will be soliciting

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be provided to franchise prospects at certain times and regulate what can be said and done during the offering process.

require the franchise offering circular to be registered and renewed on an annual basis.

Some states require

the franchise offering circular to be registered and renewed on an annual basis.

Trademarks and Patents

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trademark of our logo in Italy, No.

We have also obtained the registered trademark of our logo in the United States

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

This trademark expires in September 2029.

We have also obtained the registered trademark

of our logo in the United States (the United States Patent and Trademark Office) Serial No.

This trademark expires in August

Both trademarks are subject to automatic renewal if the Company pays the renewal fees.

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

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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