What changed in this filing

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Item 9A. Controls and Procedures

2022-04-15 compared with 2021-04-15 · 239 added, 216 removed, 103 unchanged (82% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Disclosure Controls and Procedures –

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.

Disclosure Controls and Procedures

Our 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

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as of December 31, 2021.

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 –

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.

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.

Inherent Limitations

Our management, including 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.

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 fourth fiscal quarter 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 Report on Internal

Management’s report was not

subject to attestation by our registered public accounting firm pursuant to the exemption provided to issuers that are not “large

accelerated filers” or “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Management’s Annual Report on Internal

Control Over Financial Reporting

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Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and the receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal

3 unchanged sentences

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.

Our management, including our principal executive

officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31,

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, 2021, 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

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

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.

Officers serve at the will of the Board of Directors.

Michele Di Turi has been our

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

Our directors are elected for a term of one year

and serve until such director’s successor is elected and qualified.

Each executive officer serves at the pleasure of the Board of

Michele Di Turi has been our 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

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.

Di Turi was chief operating officer and a director

of Sunshine Biopharma, Inc., a publicly held biotech company from October 15, 2009 until February 20, 2015.

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 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.

Di Turi was employed by Mazda President,

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

Di Turi’s investment experience led to his

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.

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.

investment experience led to his 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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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’

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.

This experience led to Mr.

Fraccalvieri’s

appointment to the Board.

Fraccalvieri’s business

development experience led to his appointment to the Board.

Employment Agreements

We do not have employments agreements or consulting

agreements with any of our officers or directors.

Board Committees

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

Involvement in Certain

Legal Proceedings

Our directors and executive officers have not been

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

Involvement in certain legal proceedings

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;

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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 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.

Section 16(a) Beneficial

Ownership Reporting Compliance

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.

Delinquent Section 16(a) Reports

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, 2021, the Reporting Persons timely filed all such reports, except that Denis Senecal failed to file a Form 3 reporting his

status as a 10% shareholder and beneficial ownership of 22,771,153 shares, Mr.

DiTuri, our Co-Chief Executive Officer, President and a

director, failed to timely file a Form 4 reporting the award of 5,000,000 shares of common stock as a bonus and Mr.

Ferri, our Co-Chief

Executive Officer, Chief Investment Officer and a director, failed to timely file a Form 4 reporting the award of 5,000,000 shares of

common stock as a bonus.

Code of Ethics

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

do so in the near future.

The Company has not as yet adopted a code of ethics

applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing

similar functions as required by the Sarbanes-Oxley Act of 2002 due to our small size and limited resources and because management’s

attention has been focused on matters pertaining to raising capital and the operation of the business.

EXECUTIVE COMPENSATION

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").

The following table sets

forth information concerning compensation awarded to, earned by, or paid to our Chief Executive Officer and the other executive officer

with compensation exceeding $100,000 during fiscal 2021 (each a "Named Executive Officer").

SUMMARY COMPENSATION TABLE

principal position

Stock Awards ($) (e)

Awards ($)(5)

Incentive Plan

Michele Di Turi,

Co-CEO and President, and Chairman

Co-Chief Executive Officer, President, and Chairman

Claudio Ferri,

Co-CEO and CIO

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.

Co-Chief Executive Officer and Chief Investment Officer

____________________

Represents a stock award of 7,000,000 shares for services performed

Represents a stock award of 3,600,000 for services performed

Represents a stock award of 7,000,000 shares for services performed

Represents a stock award of 3,600,000 for services performed

The value of all of the stock awards was determined by multiplying the numbers shares issued times the market

price of the Company’s common stock on the date of approval of the share issuance by the Company’s Board of Director’s

Director Compensation

During the year ended December 31, 2021, no compensation

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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 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

Name and Address

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of April

13, 2022, the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section

13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of the outstanding common

(ii) each of our Named Executive Officers and (iii) all officers and directors as a group.

Information relating to beneficial ownership

of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial

ownership” concepts under the rules of the SEC.

Under these rules, a person is deemed to be a beneficial owner of a security if

that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security,

or investment power, which includes the power to dispose or direct the disposition of the security.

The person is also deemed to be a

beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.

Under the SEC rules,

more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner

of securities as to which he or she may not have any pecuniary interest.

Except as noted below, each person has sole voting and investment

power with respect to the shares beneficially owned and each stockholder’s address is c/o Kisses From Italy Inc., 80 SW 8 th

Street, Suite 2000, Miami, Florida 33130.

As of April 13, 2022, there were 184,413,582

shares outstanding.

Name and Address of Beneficial Owner

Directors and Executive Officers

Michele Di Turi

80 SW 8 th St.

Miami, Florida 33130

Claudio Ferri (1)

80 SW 8 th St.

Miami, Florida 33130

43,010,000 (1)

Leonardo Fraccalvieri

80 SW 8 th St.

Miami, Florida 33130

All officers and directors as a group (3 persons)

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

RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Related Party Transactions

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.

5% Shareholders

Denis Senecal

Includes 410,000 shares held by Mr.

Ferri’s wife.

Excludes 15,100 shares of Series C Stock held by Mr.

Ferri and 5,000 shares of Series C Stock held by Mr.

Ferri’s spouse, which based upon the closing price of $0.0545 of the Company’s

common stock on April 11, 2022, are convertible into 453,000 shares and 150,000 shares, respectively, of the Company’s common stock.

The Series C Stock does not have voting rights.

Change-in-Control

The Company does not

have any change-in-control agreements with any of its executive officers.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

On April 19, 2021, we issued 5,000,000 shares

of common stock to Mr.

DiTuri, our Co-Chief Executive Officer, President and a director, as bonus compensation.

On April 19, 2021, we issued 5,000,000 shares

of common stock to Mr.

Ferri, our Co-Chief Executive Officer, Chief Investment Officer and a director, as bonus compensation.

On September 27, 2021 and October 1, 2021, we

issued 692,841 and 4,102,097 shares to Senecal, a 10% shareholder, upon the conversion of 30,000 and 150,000 shares, respectively of Series

On December 15, 2021, we issued 2,000,000 shares

of common stock to Mr.

DiTuri, our Co-Chief Executive Officer, President and a director, as bonus compensation.

On December 15, 2021, we issued 2,000,000 shares

of common stock to Mr.

Ferri, our Co-Chief Executive Officer, Chief Investment Officer and a director, as bonus compensation.

Director Independence

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.

Fees Paid to Independent

Registered Public Accounting Firms

The following table presents fees for professional

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 .

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.

The following table presents audit fees rendered

by BF Borgers CPA PC, our independent auditors, during our fiscal years ended December 31, 2021 and 2020:

Audit Fees consist of fees for professional services

rendered for the audit of our financial statements included in our Annual Report on Forms 10-K and for the review of our interim financial

statements included in our Quarterly Reports on Form 10-Q.

Administration of

the Engagement;

Pre-Approval of Audit and Permissible Non-Audit Services

We have not yet established

an audit committee.

Until then, there are no formal pre-approval policies and procedures.

Nonetheless, the auditors engaged for these

services are required to provide and uphold estimates for the cost of services to be rendered.

The percentage of hours expended on BF

Borgers CPA PC’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed

by persons other than the principal accountant’s full-time, permanent employees was 0%.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following exhibits are included herewith:

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

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

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.

XBRL Instances Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

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)

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)

Articles of Incorporation filed with the Florida Department of State on March 7, 2013 (incorporated by reference to the Company’s 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 the Company’s Form S-1 Registration

Statement filed on May 15, 2018)

Bylaws of Registrant (incorporated by reference to the Company’s Registration Statement

on Form S-1 filed on May 15, 2018)

Form 8-K filed on December 26, 2019)

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

on March 15, 2022 (incorporated by reference to the Company’s Current Report

on Form 8-K filed on March 21, 2022)

dated November 22, 2021 issued to MacRab LLC (incorporated by reference to the Company’s

Current Report on Form 8-K filed on November 30, 2021)

Description of Securities *

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 the Company’s Registration Statement

on Form S-1 filed on May 15, 2018)

Assignment of Lease Agreement between Registrant and Paradigm Holdings, 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 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)

for Sea Garden Location (incorporated by reference to the Company’s Registration Statement

on Form S-1 filed on May 15, 2018)

Online Virtual Office Arrangement between Registrant and Regis Management Group, LLC commencing July 1, 2018 (incorporated by reference to the Company’s Registration Statement

on Form S-1 filed on May 15, 2018)

Form of 8% Convertible Debenture (incorporated by reference to the Company’s Registration Statement

on Form S-1/A filed on July 11, 2018)

Form of Convertible Debenture, 2018-9 Offering (incorporated by reference to the Company’s Annual Report on Form

10-K filed April 16, 2019)

Consulting Agreement, dated April 22, 2021, between the Company and

Fransmart, LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 28, 2021)

Development Agreement (incorporated by reference to the Company’s Current Report on

Form 8-K filed June 23, 2020)

Distribution Financing -Lead Generation Agreement (incorporated by reference to the Company’s Current Report on

Form 8-K filed June 23, 2020)

Registration Rights Agreement (incorporated by reference to the Company’s Current Report on

Form 8-K filed June 23, 2020)

Investor Relations Consulting Agreement, between the Company and HIR Holdings,

LLC (incorporated by reference to Company’s quarterly Report on Form

10-Q filed on November 13, 2020)

Communication Consulting Agreement between the Company and Impact IR (incorporated by reference to the Company’s Quarterly Report on

Form 10-Q filed on November 13, 2020)

Standby Equity Commitment Agreement,

dated November 22, 2021, between the Company and MacRab LLC (incorporated by reference to the Company’s

Current Report on Form 8-K filed on November 30, 2021 )

Registration Rights Agreement, dated November 22, 2021, between the

Company and MacRab LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 30, 2021)

of Subsidiaries *

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

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

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.

Instances Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Filed herewith.

FORM 10-K SUMMARY

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 report to be signed on its behalf by

the undersigned thereunder duly authorized.

KISSES FROM ITALY INC.

s/ Michel Di Turi

Michel Di Turi, Principal Executive Officer

April 15 , 2022

s/ Michele Di Turi

Michele Di Turi, C o-Chief Executive Officer and President ( Principal Executive Officer)

s/ Claudio Ferri

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 15, 2021.

s/ Michel Di Turi

Michel Di Turi, Director

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

s/ Michele Di Turi

Michele Di Turi, Director

s/ Claudio Ferri

3 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