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Item 9A. Controls and Procedures

2021-04-15 compared with 2020-05-18 · 202 added, 214 removed, 117 unchanged (78% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls and

Disclosure Controls and Procedures

Disclosure Controls and Procedures –

management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness

of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Report.

These controls are designed to ensure that

information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded,

processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission,

and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions

regarding required disclosure.

management, with the participation of our principal executive officer and principal financial officer, have evaluated the effectiveness

of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act

of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Report.

These controls are designed to ensure that information

required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized

and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information

is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow

timely decisions 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, 2019, at reasonable assurance

our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures were effective

as of December 31, 2020.

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.

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 –

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls

management, including our our principal executive officer and principal financial officer , does not expect that our disclosure controls

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.

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.

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, 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.

There were no changes in our internal control over financial reporting during our fourth fiscal quarter 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’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

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Our management is responsible for establishing

and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under

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:

and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange

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;

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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, 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

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, 2020.

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 (COSO) 2013.

Based on its assessment, management has concluded

that as of December 31, 2020, our disclosure controls and procedures and internal control over financial reporting were effective.

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.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS

AND CORPORATE GOVERNANCE

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

The following table sets forth information regarding our executive

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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,

or until their successors have been duly elected and qualified.

Vacancies in the existing Board of Directors are filled by majority

vote of the remaining Directors.

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.

Vacancies in the existing Board of Directors are filled by majority vote of the

remaining Directors.

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.

Co-Chief Executive Officer, President and a director since our inception in March 2013.

In addition, Mr.

Di Turi has been Chief Operating Officer

and a Director of Sunshine Biopharma, Inc., a publicly held biotech company, since October 15, 2009.

Since November 2008, Mr.

Turi has also been President of Sunshine Bio Investments, Inc., a privately held Canadian corporation engaged in the sale of non-regulated

biotechnology and medical products.

Prior, from February 2003 through November 2008, he was employed by Mazda President, Inc.,

Montreal, Canada, as a sales representative and director of customer service.

He devotes substantially all of his time to our business

Claudio Ferri is our Co-Chief

Executive Officer, Chief Investment Officer and a director, positions he assumed at our inception.

From May 2001 through September

Ferri was employed by State Street Global Advisors, Montreal, Canada as Vice President, Senior Portfolio Manager and

Trader where his responsibilities included the management of Canadian government bonds and provincial/agency investment strategies

and trading for active and enhanced fixed income portfolios.

Ferri received a Bachelor of Commerce degree from Concordia University

in 2001 with a major in finance.

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.

Di Turi has been Chief

Operating Officer and a Director of Sunshine Biopharma, Inc., a publicly held biotech company since October 15, 2009.

Since November

Di Turi has also been President of Sunshine Bio Investments, Inc., a privately held Canadian corporation engaged in the

sale of non-regulated biotechnology and medical products.

Prior thereto, from February 2003 through November 2008, Mr.

employed by Mazda President, Inc., Montreal, Canada, as a sales representative and director of customer service.

This experience led

Di Turi’s appointment to the Board.

Claudio Ferri has been our Co-Chief

Executive Officer, Chief Investment Officer and a director since our inception in March 2013.

From May 2001 through September 2013, Mr.

Ferri was employed by State Street Global Advisors, Montreal, Canada as Vice President, Senior Portfolio Manager and Trader where his

responsibilities included the management of Canadian government bonds and provincial/agency investment strategies and trading for active

and enhanced fixed income portfolios.

Ferri received a Bachelor of Commerce degree from Concordia University in 2001 with a major

This experience led to Mr.

Ferri’s appointment to the Board.

Leonardo Fraccalvieri has been our

Chief Operating Officer and a director since our inception in March 2013.

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

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and evaluation of Italian companies looking to expand in the US.

From June 2012 through December 2013, he was a business analyst

at 10EQS Management Consulting where he was responsible for market strategy definition.

From June 2012 through December 2013, Mr.

Fraccalvieri was a business

analyst at 10EQS Management Consulting where he was responsible for market strategy definition.

From May 2009 through June 2011, he was

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to find new commercial partners abroad, as well as providing new business opportunities for foreign nationals.

attended Universita’

Commerciale Luigi Bocconi Milano and received an undergraduate degree in Economics of International

Market and New Technologies in Milan and a graduate degree from 2 Universita’

Commerciale Luigi Bocconi Milano in Milan where

he received a Masters’

degree in International Management and Business Administration, majoring in Management Consulting

and Strategy.

He devotes substantially all of his time to our business affairs.

Fraccalvieri attended

Universita’

Commerciale Luigi Bocconi Milano and received an undergraduate degree in Economics of International Market and New Technologies

in Milan and a graduate degree from 2 Universita’

Commerciale Luigi Bocconi Milano in Milan where he received a Masters’

in International Management and Business Administration, majoring in Management Consulting and Strategy.

This experience led to Mr.

Fraccalvieri’s

appointment to the Board.

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.

The Company has no nominating, audit, or compensation

The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation.

Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes.

is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation,

nominations, and audit issues that may affect management decisions.

We are not aware of any other conflicts of interest with any of our

executive officers or directors.

Family Relationships

There are no family relationships between any of our Directors or

executive officers.

There are no family relationships between any of our officers and directors.

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.

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 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.

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.

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;

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

immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or

for a family member, as a non-executive employee);

(iv) the director or a member of the director’s immediate family is, or

in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for

such firm in any capacity on our audit;

(v) the director or a member of the director’s immediate family is, or in the past

three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation

or (vi) the director or a member of the director’s immediate family is an executive officer of a company that

makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds

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

We evaluated independence in accordance

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

(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;

(iii) the director or a member of the director’s immediate family has received

more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive

(iv) the director or a member of the director’s immediate family is, or in the past three years has been, employed in

a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit;

(v) the director

or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company

where one of our executive officers serves on the compensation committee;

or (vi) the director or a member of the director’s immediate

family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month

period during the past three years, exceeds 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.

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.

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.

Section 16(a) of

the Securities Exchange Act of 1934 requires our officers and directors and persons beneficially owning more than 10% percent of our

equity securities ("Reporting Persons") to file reports of ownership and changes in ownership with the Securities and

Exchange Commission.

Based solely on our review of copies of such reports and representations from the Reporting Persons, we believe

that during the year ended December 31, 2020, the Reporting Persons timely filed all such reports, except that Michele Di Turi and

Claudio Ferri each failed to timely file a Form 4 reporting the issuance of 3,600,000 shares by the Company, and Denis Senecal

failed to file a Form 3 reporting his status as a 10% shareholder and his beneficial ownership of 17,976,215 shares.

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

The following table sets forth information

concerning all cash and non-cash compensation awarded to, earned by or paid to our executive officers.

We do not currently have

an established policy to provide compensation to members of our Board of Directors for their services in that capacity, although

we may choose to adopt a policy in the future.

The following table sets forth information concerning

all cash and non-cash compensation awarded to, earned by, or paid to our Chief Executive Officer and the other executive officer with compensation

exceeding $100,000 during fiscal 2020 (each a "Named Executive Officer").

SUMMARY COMPENSATION TABLE

principal position

Stock Awards ($) (e)

Incentive Plan

Michele Di Turi,

$1,133,037(a)

Co-CEO and President,

Co-CEO and President, and Chairman

Claudio Ferri,

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.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Represents a bonus award of 16,911,000 shares

for services performed

Represents a stock award of 3,600,000 for

services performed

Represents a bonus award of 12,000,080 shares

for services performed

Represents a stock award of 3,600,000 for

services performed

The value of these shares was calculated by multiplying the number of shares times the closing price of the Company’s stock on the date the shares were awarded.

During the year ended December 31, 2020, no compensation

has been paid to our directors in consideration for their services rendered in their capacities as directors.

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

regarding the ownership of Common 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 157,782,335 Common

Shares issued and outstanding as of the date of this Report.

Class of Shares

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All Officers and Directors as a Group (3 persons)

Other 5% Shareholders

Denis Senecal Holdings (3)

Officer and director of our Company.

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

Denis Senecal has voting and dispositive authority over these shares

CERTAIN RELATIONSHIPS AND

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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.

During 2020, the Company issued 3,600,000 shares

to each of its co-executive officers which were valued at $360,000 each.

During 2019, the Company issued 16,911,000 shares

Dituri valued at $1,133,037 and 12,000,080 shares to Mr.

Ferri valued at $804,005.

Director Independence

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We anticipate appointing independent directors in the foreseeable future.

PRINCIPAL ACCOUNTING FEES AND

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Fees Paid to Independent

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audit services rendered by B F Borgers CPA PC, our independent auditors, during our fiscal years ended December 31, 2020 and 2019:

Consist of amounts billed for

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

31, 2020 and 2019, respectively, and for reviews of our interim financial statements included in our Quarterly Reports on Form 10-Q.

Consists of amounts billed for

professional services rendered for tax return preparation, tax planning, and tax advice.

All Other Fees .

Consist of amounts billed

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

for professional services rendered for tax return preparation, tax planning, and tax advice.

All Other Fees .

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

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 SCHEDULES

The following exhibits are included herewith:

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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.

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)

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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)

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)

Online Virtual Office Arrangement between Registrant and Regis 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/A 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)

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 Form 8-K filed on December 26, 2019)

Development Agreement (incorporated by reference to Form 8-K filed

June 23, 2020)

Distribution Financing -Lead Generation Agreement (incorporated by reference to Form 8-K filed June 23, 2020)

Registration Rights Agreement (incorporated by reference to Form 8-K filed June 23, 2020)

Investor Relations Consulting Agreement with HIR Holdings, LLC (incorporated by reference to Form 10-Q filed November 13, 2020)

Corporate Communication Consulting Agreement with Impact IR

(incorporated by reference to Form 10-Q filed November 13, 2020)

List of Subsidiaries (incorporated by reference to Form 10-K filed April 16, 2018)

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on

its behalf by the undersigned thereunder duly authorized.

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf

by the undersigned thereunder duly authorized.

KISSES FROM ITALY, INC.

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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.

Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April 15, 2021.

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