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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-04-15 · 322 added, 279 removed, 63 unchanged (91% of the section changed)

2 unchanged sentences

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

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

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

as of December 31, 2021.

Based on this evaluation, our management, including our principal

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

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

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 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

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

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:

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

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.

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 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 Report on Internal Control over Financial Reporting

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:

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

1 unchanged sentence

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

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.

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.

Because of its inherent limitations, internal 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, 2022.

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, 2022, 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

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information regarding our executive

officers and directors:

The following table sets forth information regarding our executive officers and directors:

Michele Di Turi

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Chief Operating Officer and Director

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.

Our directors are elected for a term of one year and serve until such director’s successor is elected and

Each executive officer serves at the pleasure 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.

In addition, Mr.

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.

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 thereto, from February 2003 through November 2008, Mr.

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.

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.

Di Turie was employed by Mazda President, Inc., Montreal, Canada, as a sales representative and director

of customer service.

This experience led to Mr.

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.

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

development manager at Italy America Chamber of Commerce, West LA, CA, where he was responsible for management of project development

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

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.

This experience led to Mr.

Ferri’s appointment to

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 Development Manager at Italy America Chamber of Commerce,

West LA, CA, where he was responsible for management of project development and evaluation of Italian companies looking to expand in the

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

a business development specialist at BusinessviaItaly, where he worked with companies looking to expand their business internationally

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

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’ degree

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

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.

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 a Business Development specialist at BusinessviaItaly, where he

worked with companies looking to expand their business internationally to find new commercial partners abroad, as well as providing new

business opportunities for foreign nationals.

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’ degree 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

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.

The Company has no nominating, audit, or compensation committees.

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.

Thus, there 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 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:

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;

I nvolvement in Certain Legal Proceedings

Our directors and executive officers have not been involved in any of the following events during the past ten

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);

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Our Board is currently composed of three members.

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

independence standards.

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

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.

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 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

(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 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

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, 2022, the Reporting

Persons timely filed all such reports.

Code of Ethics

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.

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 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").

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 year ended 2022 and 2021 (each "Named Executive Officer").

SUMMARY COMPENSATION TABLE

principal position

Awards ($)(5)

Stock Awards ($) (1)

Incentive Plan

Michele Di Turi,

Co-Chief Executive Officer, President, and Chairman

Co-CEO and President, and Chairman

Claudio Ferri,

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

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.

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

Co-CEO and CIO

Represents a stock award of 7,000,000 shares for services performed valued at $993,600.

Compensation of Directors

During the year ended December 31, 2022, 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.

Employment Agreements

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 lists, as of March 30, 2023, 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 stock;

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 March 30, 2023, there were 210,220,534

shares outstanding.

Name and Address of Beneficial Owner

Directors and Executive Officers

Class of Shares

Name and Address

Michele Di Turi (1)

80 SW 8 th St.

Miami, Florida 33130

Claudio Ferri (1)(2)

43,010,000 (1)

80 SW 8 th St.

Miami, Florida 33130

Leonardo Fraccalvieri (1)

80 SW 8 th St.

Miami, Florida 33130

All Officers and Directors as a Group (3 persons)

5% Shareholders

Denis Senecal

Denis Senecal Holdings

Officer and director of our Company.

Includes 410,000 shares held by Mr.

Ferri’s wife.

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

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.

Ferri’s spouse.

The Series C Stock does not have

voting rights.

Denis Senecal has voting and dispositive authority over these shares.

Change-in-Control Agreements

The Company does not have any change-in-control agreements with

any of its executive officers.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR

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.

On April 19, 2021, we issued 5,000,000 shares of common stock to Mr.

Di Turi, our Co-Chief

Executive Officer, President, and 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 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 C Stock

On December 15, 2021, we issued 2,000,000 shares of common stock

Di Turi, our Co-Chief Executive Officer, President, and director, as bonus compensation.

On December 15, 2021, we issued 2,000,000 shares of common stock

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

Director Independence

None of our current directors are deemed “independent”

pursuant to SEC rules.

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.

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%.

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, 2022, and 2021:

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

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)

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 the Company’s Current Report on

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 *

The following exhibits are included herewith:

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 filed with the Florida Department of State on March 7, 2022 (incorporated

by reference to Form 8-K filed on March 21, 2022)

Warrant dated as of November 22, 2021, issued by Kisses from Italy Inc.

to MacRab LLC (incorporated by reference to Form 8-K filed on November 30, 2021)

Promissory Note, dated April 6, 2022, issued by Kisses from Italy, Inc.

to Talos Victory Fund, LLC (incorporated by reference to Form 8-K filed on April 15, 2022)

Common Stock Purchase Warrant, dated April 6, 2022, issued by Kisses from Italy, Inc.

to Talos Victory Fund, LLC (incorporated by reference to Form 8-K filed on April 15, 2022)

Promissory Note, dated April 11, 2022, issued by Kisses from Italy, Inc.

to Blue Lake Partners, LLC (incorporated by reference to Form 8-K filed on April 15, 2022)

Common Stock Purchase Warrant, dated April 11, 2022, issued by Kisses from Italy, Inc.

to Blue Lake Partners, LLC (incorporated by reference to Form 8-K filed on April 15, 2022)

Promissory Note, dated May 11, 2022, issued by Kisses from Italy, Inc.

to Fourth Man, LLC (incorporated by reference from Form 8-K filed on May 17, 2022)

Common Stock Purchase Warrant, dated May 11, 2022, issued by Kisses from Italy, Inc.

to Fourth Man, LLC (incorporated by reference to Form 8-K filed on May 17, 2022)

Convertible Promissory Note, dated July 26, 202, issued by Kisses from Italy, Inc.

to 1800 Diagonal Lending LLC (incorporated

by reference to Form 8-K filed on August 1, 2022)

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

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)

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

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

and Sea Garden Beach and Tennis Resort, Inc.

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 *

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)

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)

Consulting Agreement, dated April 22, 2021, effective as of April 16, 2021, by and between Fransmart, LLC, a Delaware limited liability company, and Kisses from Italy-Franchising, LLC (Information has been excluded from Exhibit 10.12 because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.) (incorporated by reference to Form 8-K filed April 28, 2021)

Standby Equity Commitment Agreement, dated as of November 22, 2021, between Kisses from Italy Inc.

LLC (incorporated by reference to Form 8-K filed on November

Registration Rights Agreement, dated as of November 22, 2021, between

Kisses from Italy Inc.

and MacRab LLC (incorporated by reference to Form 8-K filed on November 30,

Securities Purchase Agreement, dated April 6, 2022, by and between Kisses from Italy, Inc.

and Talos Victory

Fund, LLC (incorporated by reference to Form 8-K filed

on April 15, 2022)

Registration Rights Agreement, dated April 6, 2022, by and between the Kisses from Italy, Inc.

and Talos Victory

Fund, LLC (incorporated by reference to Form 8-K filed

on April 15, 2022)

Securities Purchase Agreement, dated April 11, 2022, by and between Kisses from Italy, Inc.

and Blue Lake Partners,

LLC (incorporated by reference to Form 8-K filed on April

Registration Rights Agreement, dated April 11, 2022, by and between the Kisses from Italy, Inc.

and Blue Lake

Partners, LLC (incorporated by reference to Form 8-K filed

on April 15, 2022)

Securities Purchase Agreement, dated May 11, 2022, by and between Kisses from Italy, Inc.

and Fourth Man, LLC (incorporated

by reference to Form 8-K filed on May 17, 2022)

Registration Rights Agreement, dated May 11, 2022, by and between the Kisses from Italy, Inc.

and Fourth Man, LLC (incorporated by reference to Form 8-K filed on May 17, 2022)

Securities Purchase Agreement, dated July 26, 2022, by and between Kisses from Italy, Inc.

and 1800 Diagonal Lending LLC (incorporated by reference to Form 8-K filed on |August 1, 2022)

Strategic Alliance Agreement, effective as of March 1, 2023, by and between SC Culinary LLC, a New York limited liability company, and Kisses From Italy Inc.

(Information has been excluded from Exhibit 10.14 because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.) (incorporated by reference to Form 8-K filed on |March 2, 2023)

List 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).

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

Section 1350 *

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

Section 1350 *

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.

* 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 report to be signed on its behalf by

the undersigned thereunder duly authorized.

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

KISSES FROM ITALY, INC.

April 15 , 2022

s/ Michele Di Turi

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

March 31, 2023

/s/ Michel Di Turi

Michel Di Turi

Co-Chief Executive Officer and President

(Principal Executive Officer)

/ s/ Claudio Ferri

Claudio Ferri, Principal Financial and Accounting Officer

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

Claudio Ferri

Co-Chief Executive Officer and Chief Investment Officer

Principal Financial and Accounting Officer

Pursuant 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.

March 31, 2023

s/ Michel Di Turi

Michel Di Turi, Director

March 31, 2023

s/ Claudio Ferri

Claudio Ferri, Director

March 31, 2023

/ s/ Leonardo Fraccalvieri

1 unchanged sentence

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