Kisses From Italy Inc. 10-Q

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission File Number: 000-52898 Kisses From Italy Inc. (Exact name of registrant as specified in its charter) Florida 46-2388377 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 80 SW 8 th Street Suite 2000 Miami , Florida 33130 (Address of principal executive offices) (305) 423-7129 (Registrant’s telephone number, including area code) ____________________________________________________________ Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: None Title of each class Trading Symbol(s) Name of each exchange on which registered Not applicable Not applicable Not applicable Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No As of November 14, 2023, there were 326,008,642 shares of the registrant's common stock outstanding. TABLE OF CONTENTS Page No. PART I FINANCIAL INFORMATION Item 1. Condensed Financial Statements 4 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 Item 3. Quantitative and Qualitative Disclosures About Market Risk 32 Item 4. Controls and Procedures 32 PART II OTHER INFORMATION Item 1. Legal Proceedings 34 Item 1A. Risk Factors 34 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 34 Item 3. Defaults Upon Senior Securities 34 Item 4. Mine Safety Disclosures 34 Item 5. Other Information 34 Item 6. Exhibits 34 Signatures 35 2 CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this report and any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties, and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements. Factors that may cause or contribute actual results to differ from these forward-looking statements include, but are not limited to, for example: · adverse economic conditions; · the Company’s ability to raise capital to fund its operations; · industry competition; · the inability to attract and retain qualified senior management; · other risks and uncertainties related to the restaurant industry and our business strategy; and · the impact of the Covid-19 pandemic on our operations and franchise expansion. All forward-looking statements speak only as of the date of this Report. Except to the extent required by law, we undertake no obligation to update any forward-looking statements or other information contained herein. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements in this Report are reasonable, we cannot assure you that these plans, intentions or expectations will be achieved. 3 PART I – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Kisses From Italy Inc. Condensed Consolidated Balance Sheets September 30, December 31, 2023 2022 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 107,837 $ 324,493 Accounts receivable 14,469 13,470 Other receivables 49,190 49,190 Inventory 12,545 14,359 Total current assets 184,041 401,511 Property and equipment, net – 3,687 Equipment not in service 40,852 40,852 Right of use assets 402,375 473,561 Other Assets 2,745 2,745 Total assets $ 630,013 $ 922,355 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 102,117 $ 86,393 Accrued liabilities 123,797 149,393 Lease liability - short term 42,703 45,577 Notes payable – 12,171 Convertible notes 460,000 488,400 Derivative liability – 73,398 Total current liabilities 728,617 855,333 Notes payable long term 308,507 250,000 Lease liability- long term 359,672 427,984 Total liabilities 1,396,796 1,533,317 Commitments and contingencies – – Stockholders' Deficit: Preferred stock, Series A $ 0.001 par value. 1,500,000 shares authorized; zero shares issued and outstanding – – Preferred stock, Series B $ 0.001 par value. 5,000,000 shares authorized; zero shares issued and outstanding – – Preferred stock, Series C, $ 0.001 par value 1,000,000 shares authorized; 165,080 shares and 145,080 shares issued and outstanding as of September 30, 2023 and December 31 2022, respectively 165 145 Common stock, $ 0.001 par value, 650,000,000 shares authorized; 302,747,608 and 189,216,582 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 302,747 189,216 Additional paid-in capital 18,158,235 13,939,053 Accumulated deficit ( 19,227,929 ) ( 14,706,391 ) Total Kisses From Italy Stockholders' Deficit ( 766,783 ) ( 577,977 ) Non-controlling interest – ( 32,985 ) Total Stockholders' deficit ( 766,783 ) ( 610,962 ) Total liabilities and deficit $ 630,013 $ 922,355 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 4 Kisses From Italy Inc. Consolidated Statements of Operations (Unaudited) Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended September 30, September 30, September 30, September 30, 2023 2022 2023 2022 Food sales $ 26,567 $ 101,522 $ 203,406 $ 311,484 Cost of goods sold 8,268 56,179 96,259 162,125 Gross profit 18,299 45,343 107,147 149,359 Operating expenses: Depreciation and amortization 2,634 527 39,624 1,580 Stock based compensation-related party 1,215,000 – 2,195,300 – Stock based compensation 34,000 – 307,200 5,170 Payroll and other expenses 30,685 48,575 123,255 88,120 Rent 25,942 27,694 85,877 96,675 Consulting and professional fees 8,861 43,786 234,570 164,637 General and administrative 83,266 93,716 169,968 199,942 Total operating expenses 1,400,388 214,298 3,155,793 556,124 Income (loss) from operations ( 1,382,089 ) ( 168,955 ) ( 3,048,646 ) ( 406,765 ) Other income (expense) Interest (expense) ( 830,306 ) ( 9,125 ) ( 1,378,230 ) ( 311,629 ) Loss the extinguishment of debt – – ( 168,060 ) – Change in the fair value of the derivative liability – ( 109,411 ) 73,398 ( 109,411 ) Total other income (expense) ( 830,306 ) ( 118,536 ) ( 1,472,892 ) ( 421,040 ) Income (loss) before income taxes ( 2,212,395 ) ( 287,491 ) ( 4,521,538 ) ( 827,805 ) Provision for income taxes (benefit) – – – – Net loss ( 2,212,395 ) ( 287,491 ) ( 4,521,538 ) ( 827,805 ) Less: net income (loss) attributable to non-controlling interests 35,937 ( 5,596 ) 32,935 10,934 Net loss attributable to Kisses From Italy, Inc. $ ( 2,248,332 ) $ ( 281,895 ) $ ( 4,554,473 ) $ ( 838,739 ) Basic earnings (loss) per common share $ ( 0.01 ) $ ( 0.00 ) $ ( 0.02 ) $ ( 0.00 ) Diluted earnings (loss) per common share $ ( 0.01 ) $ ( 0.00 ) $ ( 0.02 ) $ ( 0.00 ) Weighted average number of shares outstanding: Basic 291,439,823 185,520,582 236,630,525 184,730,359 Diluted 291,439,823 185,520,582 236,630,525 184,730,359 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 5 Kisses from Italy Consolidated Statements of Changes in Stockholders' Equity (Unaudited) Preferred Stock Preferred Stock Preferred Stock Additional Non- Total Series A Series B Series C Common Stock Paid-in controlling Accumulated Stockholders' Shares Value Shares Value Shares Value Shares 180913 Capital Interest Deficit Equity Balance, December 31, 2021 – $ – – $ – 240,080 $ 240.0 180,913,582 $ 180,913 $ 13,702,813 $ ( 19,665 ) $ ( 13,859,006 ) $ 5,295 Stock based compensation – – – – – – – – 5,170 – – 5,170 Issuance of Series C Preferred Stock – – – – 5,000 5 – – 4,995 – – 5,000 Conversion of Series C Preferred to Common stock – – – – ( 100,000 ) ( 100 ) 3,000,000 3,000 ( 2,900 ) – – – Non-controlling interest, net income (loss) – – – – – – – – ( 2,889 ) – ( 2,889 ) Net income (loss) – – – – – – – – – ( 150,205 ) ( 150,205 ) Balance, March 31, 2022 – $ – – $ – 145,080 $ 145 183,913,582 $ 183,913 $ 13,710,078 $ ( 22,554 ) $ ( 14,009,211 ) $ ( 137,629 ) Issuance of warrants in connection with debt – – – – – – – – 97,453 – – 97,453 Issuance of common stock as financing commitment shares – – – – – – 1,607,000 1,607 73,977 – – 75,584 Non-controlling interest, net income loss – – – – – – – – – 19,419 – 19,419 Net loss – – – – – – – – – – ( 406,639 ) ( 406,639 ) Balance, June 30, 2022 – $ – – $ – 145,080 $ 145 185,520,582 $ 185,520 $ 13,881,508 $ ( 3,135 ) $ ( 14,415,850 ) $ ( 351,812 ) Net loss – – – – – – – – – – ( 281,895 ) ( 281,895 ) Non-controlling interest, net loss – – – – – – – – – ( 5,596 ) – ( 5,596 ) Issuance of warrants in connection with debt – – – – – – – – 3,214 – – 3,214 Balance, September 30, 2022 – $ – – $ – 145,080 $ 145 185,520,582 $ 185,520 $ 13,884,722 $ ( 8,731 ) $ ( 14,697,745 ) $ ( 636,089 ) 6 Preferred Stock Preferred Stock Preferred Stock Additional Non- Total Series A Series B Series C Common Stock Paid-in controlling Accumulated Stockholders' Shares Value Shares Value Shares Value Shares 180913 Capital Interest Deficit Equity Balance, December 31, 2022 – $ – – $ – 145,080 $ 145 189,216,582 $ 189,216 $ 13,939,053 $ ( 32,985 ) $ ( 14,706,391 ) $ ( 610,962 ) Net loss – – – – – – – – – – ( 950,498 ) ( 950,498 ) Non-controlling interest, net income (loss) – – – – – – – – – ( 1,883 ) – ( 1,883 ) Stock based compensation for services – – – – – – 6,000,000 6,000 200,700 – – 206,700 Common stock issued for accounts payable – – – – – – 451,952 452 14,598 – – 15,050 Issuance of common stock as financing commitment shares – – – – – – 6,000,000 6,000 192,000 – – 198,000 Conversion of convertible notes and accrued interest into common stock – – – – – – 8,552,000 8,552 373,308 – – 381,860 Balance, March 31, 2023 – $ – – $ – 145,080 $ 145 210,220,534 $ 210,220 $ 14,719,659 $ ( 34,868 ) $ ( 15,656,889 ) $ ( 761,732 ) Net loss – – – – – – – – – – ( 1,358,646 ) ( 1,358,646 ) Non-controlling interest, net income (loss) – – – – – – – – – ( 1,069 ) – ( 1,069 ) Stock based compensation for services – – – – – – 1,750,000 1,750 64,750 – – 66,500 Issuance of warrants for financing – – – – – – – – 56,630 – – 56,630 Stock based compensation for- services related party – – – – – – 26,000,000 26,000 954,300 – – 980,300 Conversion of convertible notes and accrued interest into common stock – – – – – – 6,503,890 6,504 227,896 – – 234,400 – Issuance of common stock as financing commitment shares – – – – – – 4,000,000 4,000 143,000 – – 147,000 Sale of common shares pursuant to the Company's equity line of credit – – – – – – 1,501,502 1,502 48,499 – – 50,001 Issuance of preferred shares to pay accrued interest – – – – 20,000 20 – – 19,980 – – 20,000 Balance, June 30, 2023 – $ – – $ – 165,080 $ 165 249,975,926 $ 249,976 $ 16,234,714 $ ( 35,937 ) $ ( 17,015,535 ) $ ( 566,617 ) Net loss – – – – – – – – – – ( 2,212,395 ) ( 2,212,395 ) ` Non-controlling interest, net income (loss) – – – – – – – – – 35,937 – 35,937 Stock based compensation for services – – – – – – 1,000,000 1,000 33,000 – – 34,000 Stock based compensation for- services related party – – – – – – 30,000,000 30,000 1,185,000 – – 1,215,000 Warrant exercises for commitment fees – – – – – – 16,880,768 16,880 564,339 – – 581,219 Issuance of common stock as financing commitment shares – – – – – – 4,000,000 4,000 127,000 – – 131,000 Sale of common shares pursuant to the Company's equity line of credit – – – – – – 890,914 890 14,182 – – 15,072 Balance, September 30, 2023 – $ – – $ – 165,080 $ 165 302,747,608 $ 302,747 $ 18,158,235 $ – $ ( 19,227,930 ) $ ( 766,783 ) The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 7 Kisses From Italy Inc. Consolidated Statements of Cash Flows (Unaudited) Nine Months Nine Months Ended Ended September 30, September 30, 2023 2022 Cash flows from operating activities of continuing operations: Net (loss) $ ( 4,521,538 ) $ ( 827,805 ) Depreciation and amortization 39,624 1,580 Loss on the extinguishment of debt 168,060 – Stock-based compensation for services 2,502,500 5,170 Change in the fair market value of derivative liability ( 73,398 ) 109,411 Issuance of financing commitment shares 1,057,219 75,584 Issuance of financing commitment warrants 56,630 100,667 Changes in operating assets and liabilities: Prepaid expenses – ( 19,744 ) Accounts receivable ( 999 ) ( 4,529 ) Account receivable-other – ( 2,633 ) Inventory 1,814 ( 7,539 ) Accounts payable 67,620 31,286 Accrued liabilities ( 5,596 ) 29,144 Net cash (used in) operating activities ( 708,065 ) ( 509,408 ) Cash flows from financing activities: Proceeds from equity line 65,073 – Proceeds from notes payable 58,507 250,000 Repayment of notes payable ( 12,171 ) – Proceeds from convertible notes 450,000 550,000 Repayment of convertible notes ( 70,000 ) – Proceeds from the sale of preferred stock – 5,000 Net cash provided by financing activities 491,409 805,000 Net increase (decrease) in cash and cash equivalents ( 216,656 ) 295,592 Cash and cash equivalents at beginning of period 324,493 139,485 Cash and cash equivalents at end of period $ 107,837 $ 435,077 Supplemental disclosure of cash flow information: Cash paid for interest $ – $ – Cash paid for income taxes $ – $ – Supplemental disclosure of non-cash investing and financing activities Conversion of convertible notes and accrued interest into common stock $ 616,260 $ – Reduction of accounts payable with common stock and treasury stock $ 35,050 $ – The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 8 KISSES FROM ITALY INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Kisses From Italy Inc. (the “Company”) was incorporated in Florida on March 7, 2013. The Company’s main focus is to develop a fast, casual food dining chain restaurant business of corporate-owned restaurants and expanding through a nationwide/international franchise and territory sales program. The Company commenced operations in May 2015 by opening its first location in Fort Lauderdale, Florida. Three additional restaurants, located in various Wyndham Hotel properties in the Pompano Beach, Florida area, were then opened within the following ten months. All locations, which were in leased facilities, were fully operational by April 2016. In December 2017, the Company vacated one of its restaurants due to a hurricane and has not re-opened that location. In June 2021, the Company consolidated its two Wyndham stores into one location to become more efficient. The Company opened its inaugural European location in Ceglie del Campo, Bari, Italy, in October 2019. The Bari location closed in April 2020 due to the Covid-19 pandemic, briefly re-opened and has not re-opened as of the date of this Report. Such a location was intended to serve as the distribution center for future products for European locations, as well as to be used as a training facility for European franchises. However, this initiative has been severely curtailed due to the onset and lingering impact of Covid-19 in Europe. In June 2021 and November 2021, the Company opened its first two franchise locations in Chino, California and Montreal, Canada, respectively. Since the onset of Covid-19 the Company has temporarily waived any franchise fees at both locations so that the franchisees could establish operations at each of those locations. During the first quarter of 2023 the Company began transitioning its business model. In light of the Company’s new partnership with celebrity Chef, Scott Conant, and the creation of a new brand, named ‘The Ponte San’gwich Shoppe and Italian Deli’ which will be wholly owned by Kisses From Italy and of which the sales and development of the new franchise brand will be headed by the Company’s franchise consultant, Fransmart. Most recently, a redevelopment clause was invoked on the Company’s Wyndham Palm Aire lease location and the Company made the decision to close its operations there and began looking for a new location in South Florida. As of September 30, 2023 the Company was no longer operating at the Pompano Beach Wyndham Palm Aire location and had one remaining corporate owned restaurant open in Ft. Lauderdale Florida. The Company is currently scouting locations in the New York City area for the opening of its first location under the new brand. The Company’s accounting year-end is December 31. COVID-19 On March 11, 2020, the World Health Organization declared the Covid-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic has had a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most US states and many countries have issued policies intended to stop or slow the further spread of the disease. Covid-19 and we believe, the US’s response to the pandemic has significantly affected the economy. There are no comparable events that provide guidance as to the effect the Covid-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations. Except for our Bari location which remains closed, our US location is now open and is operating at near pre-Covid revenue levels. 9 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred. The consolidated financials include the accounts of the Company and its wholly-owned subsidiaries; Kisses From Italy 9 th LLC, Kisses From Italy-Franchising LLC, Kisses From Italy, Inc. (Canada) (a company incorporated under the laws of Canada and registered in Quebec on December 23, 2020), and Kisses From Italy Italia SRLS (a limited liability company incorporated in Italy), and its 70% owned subsidiary, Kisses-Palm Sea Royal LLC. Kisses-Palm Sea Royal closed its operation on June 30, 2023. On May 26,2023 the Company formed a new subsidiary called The Ponte San’gwich Shoppe & Italian Deli SM . All intercompany accounts and transactions are eliminated in consolidation. Management’s Representation of Interim Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in condensed financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited condensed consolidated financial statements at and as of December 31, 2022, filed as part of the Company’s Annual Report on Form 10-K with the SEC on March 31, 2023. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and the allowance for doubtful accounts, inventories, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these condensed consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivables are recorded at the net value of the face amount less any allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company reviews the allowance for doubtful accounts on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are charged against the allowance when placed for collection. Recoveries of receivables previously written off are recorded when received. Interest is not charged on past due accounts. These receivables are related to the sale of our private label branded products sold in retail and grocery stores in Canada. As of September 30, 2023, and December 31, 2022, our trade receivables amounted to $ 14,469 and $ 13,470 respectively, with an allowance for doubtful accounts of $- 0 - for both periods. 10 Other Receivables As of September 30, 2023 and December 31, 2023 Other receivables are comprised of two components, a receivable from a franchisee for $ 22,000 , and a receivable of $ 27,190 from the government for Employee Retention Credits (“ERC”). ERC Credits The purpose of the ERC is to encourage employers to keep employees on the payroll, even if they are not working during the covered period due to the effects of the coronavirus outbreak. The updated ERC provides a refundable credit of up to $5,000 for each full-time equivalent employee a company retained from March 13, 2020, to December 31, 2020, and up to $14,000 for each retained employee from January 1, 2021, to June 30, 2021. The Company qualifies as an employer if it was ordered to fully or partially shut down or if the Company’s gross receipts fell below 50% for the same quarter in 2019 (for 2020) and below 80% (for 2021). As of September 30, 2023 and December 31, 2022 the Company had ERC credits receivable of $ 27,190 and $ 27,190 in ERC credits receivable, respectively. Valued Added Tax (“VAT”) The Valued Added Tax (“VAT”) VAT is a broadly-based consumption tax which is assessed to the value that is added to goods and services. The Value Added Tax (“VAT”), applies to nearly all goods and services that are bought and sold within the European Union. In Italy where the Company operates, the VAT tax ranges between 4% and 10% for food products and alcohol. As of September 30, 2023 and December 31, 2022, respectively, the Company had a VAT net receivable from its Bari location amounting to $- 0 - and $- 0 - respectively. Franchisee Receivable In order to assist the Company’s franchisee in California, the Company extended a $22,000 demand loan at a 1% interest rate to the franchisee. As of September 30, 2023 and December 31, 2022 the balance on the franchisee receivable was $ 22,000 and $ 22,000 , respectively. Foreign Currency Translation The functional and reporting currency of the Company’s Bari location in Italy is the Euro. Management has adopted ASC 830 “Foreign Currency Matters” for transactions that occur in foreign currencies. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses. To date, this difference has been immaterial for the Bari location. Transactions denominated in currencies other than the functional currency, such as the Company’s current retails sales in Canada for Kisses From Italy branded products, are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurs. 11 Revenue Recognition The Company recognizes revenue under the guidelines of ASC 606. Sales, as presented in the Company’s consolidated statement of earnings, represent franchise revenue; and food and beverage products sold which is presented net of discounts, coupons, employee meals and complimentary meals. Revenue is recognized using the five step approach required under the guidelines of ASC 606: 1. Identify the contract with the client, 2. Identify the performance obligations in the contract, 3. Determine the transaction price, 4. Allocate the transaction price to performance obligations in the contract 5. Recognize revenues when or as the Company satisfies a performance obligation At the corporate owned restaurants all five steps of revenue recognition occur almost simultaneously. The customer orders food from a menu, it is prepared, delivered to the customer who then pays for the food order at the cash register. Our restaurant business represented approximately 95% of our revenue for the year ended December 31, 2022 and nine months ended September 30, 2023. For our branded retail products goods sold in Canada, the Company receives a detailed purchase order from grocery store retailers that specifies the goods ordered, their price, payment terms and the required delivery date. Once the delivery of items on the purchase order is made to the client and title passes to the retailer, the Company has met its performance obligation and recognizes revenue. Non-controlling interest A non-controlling interest represents third-party ownership in the net assets of one of our consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority-owned subsidiary consolidated with those of the Company’s wholly-owned subsidiaries, with any third-party investor’s interest shown as non-controlling interest. Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On September 30, 2023 and December 31, 2022, the Company’s cash equivalents totaled $ 107,837 and $ 324,493 , respectively. Property and equipment Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in the results of operations. The estimated useful lives of property and equipment are as follows: Schedule of estimated useful lives of property Computers, software, and office equipment 1 – 6 years Machinery and equipment 3 – 5 years Leasehold improvements Lesser of lease term or estimated useful life 12 Income taxes The Company accounts for income taxes under the Financial Accounting Standards Board (“FASB”) ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05,“Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. On December 18, 2019, FASB released Accounting Standards Update (“ASU”) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of GAAP without compromising information provided to users of the condensed consolidated financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s condensed consolidated financial statements. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. As of September 30, 2023 and December 31, 2022, the balance of the derivative liability was $- 0 - and $ 73,398 , respectively. Stock-based Compensation The Company accounts for stock-based compensation using the fair method following the guidance set forth in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. 13 Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB issued ASU 2019-10, which amends the effective dates for three major accounting standards. The ASU defers the effective dates for the credit losses, derivatives, and lease standards for certain companies. Since the Company is classified as a small reporting company and emerging growth company and has a calendar-year end, the Company was eligible for deferring the adoption of ASC 842 to January 1, 2022. In the first quarter of fiscal 2022, we adopted ASU 2016-02 related solely to operating leases at our store locations. The most significant impact of adoption was the recognition of right of use operating lease assets and right of use operating lease liabilities of approximately $ 562,000 each, respectively. Inventory Inventory is comprised of wholesale food inventory at our retail operations. The value of the food at our US locations is very minimal at any one time and is charged to cost of sales as soon as it arrives at the store. Our US locations do not have liquor licenses. During the three months ended June 30, 2022 we wrote off $1,951 alcoholic beverage inventory since the Bari location had been closed since the onset of Covid in March 2020. The balance of inventory on September 30, 2023 and December 31, 2022 was $ 12,545 and $ 14,359 , respectively. Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average shares of common stock outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of shares of common stock and dilutive common share equivalents outstanding. Due to the Company’s net losses for the nine months ended September 30, 2023 and September 30, 2022, all of its outstanding stock options, warrants, and shares issuable if convertible notes or Preferred C shares was converted to common stock; are all considered anti-dilutive. The number of these anti-dilutive equivalents was not calculated and are excluded from the calculation of net loss per share. Recent Accounting Pronouncements In August 2020, FASB issued ASU 2020-06 Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The Company adopted this guidance on January 1, 2022. 14 In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of Topic 326 is not expected to have a material effect on the Company’s condensed consolidated financial statements and financial statement disclosures. NOTE 3 – GOING CONCERN AND LIQUIDITY As of September 30, 2023 the Company had cash on hand of $ 107,837 , negative working capital of $ 544,576 and an accumulated deficit of $ 19,227,929 . Management has concluded that these condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. It is the Company’s current intention to raise debt and/or equity financing to fund ongoing operating expenses. There is no assurance that financing, whether debt or equity, will be available to the Company, satisfactorily completed or on terms favorable to the Company. Any issuance of equity securities, if accomplished, could cause substantial dilution to existing stockholders and any debt financing may contain covenants limiting certain corporate actions. Any failure by the Company to successfully raise additional financing would have a material adverse effect on its business, including the possible inability to continue operations. NOTE 4 – PROPERTY AND EQUIPMENT As of September 30, 2023 and December 31, 2022, the Company had $- 0 - and $ 3,687 in property and equipment respectively. As of September 30, 2023, all property and equipment and leaseholds at its US locations had been fully depreciated. NOTE 5 – ACCRUED LIABILITIES The following table sets forth the components of the Company’s accrued liabilities on September 30, 2023 and December 31, 2022. Schedule of accrued liabilities September 30, 2023 December 31, 2022 Sales tax payable $ 1,302 $ 3,957 Accrued interest payable 23,350 50,330 Payroll tax liabilities 99,145 95,106 Total accrued liabilities $ 123,797 $ 149,393 The Company is in arrears on its payroll tax payments as of September 30, 2023. As of September 30, 2023, the “payroll tax liabilities” were comprised of approximately $ 49,791 in tax due, and $ 49,354 in interest and penalties, respectively. 15 NOTE 6 – PROMISSORY NOTES PAYABLE As of September 30, 2023 and December 31, 2022, the balance of notes payable was $ 308,057 and $ 262,171 , respectively. The balance as of September 30, 2023 is comprised of two unsecured 8 % notes payable amounting to $ 250,000 and $ 58,507 extended to the Company by a significant shareholder of the Company that matures on July 13, 2024 and April 3, 2023 , respectively. NOTE 7 – CONVERTIBLE NOTES As of September 30, 2023 and December 31, 2022, the outstanding principal balance of convertible notes was $ 460,000 and $ 488,400 , respectively. On April 11, 2022, the Company entered into a securities purchase agreement, dated as of April 6, 2022, (the “Talos Purchase Agreement”) with Talos Victory Fund, LLC, a Delaware limited liability company (“Talos”), pursuant to which the Company issued to Talos a promissory note in the principal amount of $ 165,000 (the “Talos Note”). The Company received $ 148,500 gross proceeds from Talos due to the original issue discount on the Talos Note. In connection with the execution and delivery of the Talos Purchase Agreement and the issuance of the Talos Note, the Company issued to Talos 500,000 commitment shares and a warrant to purchase an additional 1,650,000 shares of common stock of the Company at an exercise price of $ 0.10 . On April 13, 2022, the Company entered into a securities purchase agreement, dated as of April 11, 2022, (the “Blue Lake Purchase Agreement”) with Blue Lake Partners, LLC, a Delaware limited liability company (“Blue Lake”), pursuant to which the Company issued to Blue Lake a promissory note in the principal amount of $ 165,000 (the “Blue Lake Note”). The Company received $ 148,500 gross proceeds from Blue Lake due to the original issue discount on the Blue Lake Note. In connection with the execution and delivery of the Blue Lake Purchase Agreement and the issuance of the Blue Lake Note, the Company issued to Blue Lake 500,000 commitment shares and a warrant to purchase an additional 1,650,000 shares of common stock of the Company at an exercise price of $ 0.10 . On May 13, 2022, the Company entered into a securities purchase agreement, dated as of May 11, 2022, (the “Fourth Man Purchase Agreement”) with Fourth Man, LLC (“Fourth Man”), pursuant to which the Company issued to Fourth Man a promissory note in the principal amount of $ 150,000 (the “Fourth Man Note”). The Company received $ 135,000 gross proceeds from Fourth Man due to the original issue discount on the Fourth Man Note. In connection with the execution and delivery of the Fourth Man Purchase Agreement and the issuance of the Fourth Man Note, the Company issued to Fourth Man, 607,000 commitment shares and a warrant to purchase an additional 1,500,000 shares of common stock of the Company. Each of the notes bear interest at 12 % and has a fixed price conversion to common stock at $ 0.025 per share. Using the Black Scholes model, the Company recording a financing expense of $ 97,453 for the total of 4,800,000 warrants issued on the Talos Note, Blue Lake Note and the Fourth Man Note. During the three months ended September 30, 2022, the Company granted an underwriter 162,000 warrants exercisable for five years at an exercise price of $ 0.11 , and 56,250 warrants exercisable for five 5 years at $ 0.12 per share. Using the Black Scholes model, the Company recording a financing expense of $ 3,214 for these warrants. As a result of the above transactions, the Company has recorded $ 100,167 in total financing fees in 2022 on these warrants issued to the noteholders and the underwriter. As of June 30, 2022 the Talos Note, Blue Lake Note and the Fourth Man Note had converted their convertible notes to equity and no balance or accrued interest was due to these lenders. On July 26, 2022 the Company entered into a $ 70,000 convertible note agreement at 9 % interest with a maturity date of July 26, 2023 with 1800 Diagonal Lending LLC (“Diagonal”). Under the terms of the note agreement Diagonal had the right to convert its note at a discount of 35% to the Company’s lowest trading price in the 10 days prior to conversion. On January 23, 2023 the Company paid off this $ 70,000 convertible note along with accrued interest of $ 3,863 and a $ 20,000 prepayment penalty for a total payment of $ 93,863 . On February 13, 2023 the Company entered into a new $ 70,000 note with a 180 maturity on the same terms as the previous $70,000 note. 16 On May 24, 2022, the Company, entered into a Securities Purchase Agreement (the “JSC Purchase Agreement”) with Jefferson Street Capital LLC, a New Jersey limited liability company (“JSC”), pursuant to which the Company issued to JSC a promissory note in the principal amount of $ 110,000 .00 (the “JSC Note”). The Company received $ 100,000 .00 gross proceeds from JSC due to the original issue discount on the Note. In connection with the execution and delivery of the Purchase Agreement and the issuance of the Note, the Company issued to JSC 500,000 commitment shares (the “JSC Commitment Shares”) and a warrant to purchase an additional 1,000,000 shares of common stock of the Company (the “JSC Warrant”). The JSC Note bears interest at a rate of 10 % per annum and is due and payable no later than February 9, 2024. Although the Company has the right to prepay the JSC Note without penalty, the annual interest is due if the JSC Note is paid in full by the Company prior to maturity. Upon default of the Note, the interest increases to 15 %. The JSC Note is convertible at a fixed conversion price of $ 0.01 (the “JSC Conversion Price”), subject to standard adjustments. If the Company issues securities for less than the JSC Conversion Price, the JSC Conversion Price shall be reduced to such an amount. The JSC Warrant provides for the purchase of up to 1,000,000 shares of the Company’s common stock (the “JSC Warrant Shares”) at an exercise price of $ 0.10 per share. The JSC Warrant is exercisable on the earlier of 180 days from the date it was issued or when a registration statement covering the JSC Warrant Shares is declared effective. The JSC Warrant may be exercised on a cashless basis unless a registration statement covering the JSC Warrant Shares has been declared effective at the time of exercise. The number of the JSC Warrant Shares is subject to customary adjustments. On June 6, 2023, but effective on June 12, 2023, the Company, entered into a Securities Purchase Agreement (the “Firstfire Purchase Agreement”) with Firstfire Global Opportunity Fund, LLC, a Delaware limited liability company (“Firstfire”), pursuant to which the Company issued to Firstfire a promissory note in the principal amount of $ 110,000 .00 (the “Firstfire Note”). The Company received $ 100,000 gross proceeds from Firstfire due to the original issue discount on the Note. In connection with the execution and delivery of the Firstfire Purchase Agreement and the issuance of the Firstfire Note, the Company issued to Firstfire 500,000 commitment shares (the “Firstfire Commitment Shares”) and a warrant (the “Firstfire Warrant”; and together with the Firstfire Purchase Agreement and the Firstfire Note, the “Firstfire Transaction Documents”) to purchase an additional 1,000,000 shares of common stock of the Company. The Firstfire Note bears interest at a rate of 10 % per annum and is due and payable on June 5, 2024. Although the Company has the right to prepay the Firstfire Note without penalty, the annual interest is due if the Firstfire Note is paid in full by the Company prior to maturity. Upon default of the Firstfire Note, the interest increases to the lesser of 18 % per annum or the maximum amount permitted by law. The Firstfire Note is convertible at the option of Firstfire, at any time at a fixed conversion price of $ 0.01 (the “Firstfire Conversion Price”), subject to standard adjustments. If the Company issues securities for less than the Firstfire Conversion Price, the Firstfire Conversion Price shall be reduced to such an amount. The Firstfire Warrant issued to Firstfire provides for the purchase of up to 1,000,000 shares of the Company’s common stock (the “Firstfire Warrant Shares”) at an exercise price of $ 0.10 per share. The Firstfire Warrant is exercisable commencing on the date of issuance and ending on the five-year anniversary of the date of issuance. The Firstfire Warrant may be exercised on a cashless basis, and the number of Firstfire Warrant Shares is subject to customary adjustments. The Company’s sales of shares of common stock to Firstfire under the Firstfire Transaction Documents are limited to no more than the number of shares that would result in the beneficial ownership Firstfire and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of the Common Stock. The Company and Firstfire made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications. On June 16, 2023 the Company paid off its $ 70,000 Diagonal Note along with $ 20,067 in accrued interest and fees. On June 21, 2023, the Company entered into an amendment (the “Amendment”) to the JSC Warrant with JSC, pursuant to which the parties provided that any stock issuances to MacRab LLC, officers, directors, vendors, and suppliers of the Company in satisfaction of amounts owed to such parties, would not result in an adjustment to the exercise price. In consideration for the Amendment, the Company issued 3,000,000 shares of Common Stock to JSC. 17 NOTE 8 – STOCKHOLDERS EQUITY Common Stock The Company has authorized 650,000,000 shares of common stock. On September 30, 2023 and December 31, 2022, there were 302,747,608 and 189,216,582 shares of common stock issued and outstanding, respectively, with a $ 0.001 par value per share. During the three months ended September 30, 2023, the Company issued the following shares of common stock: · 30,000,000 shares were issued for related party services which were valued at $ 1,215,000 · 1,000,000 shares were issued for services which were valued at $ 34,000 · 16,880,768 shares were issued upon the exercise of warrants which were valued at $ 581,219 · 4,000,000 shares valued at $ 131,000 were issued as a commitment fee to obtain financing · 890,914 common shares were sold pursuant to the Company’s credit line for gross proceeds of $ 15,072 During the three months ended June 30, 2023, the Company issued the following shares of common stock: · 26,000,000 shares were issued for related party services which were valued at $ 980,300 · 1,750,000 shares were issued for services which were valued at $ 66,500 · 6,503,000 shares were issued upon the conversion of convertible notes and accrued interest. These shares were valued at $ 234,400 . · 4,000,000 shares valued at $ 147,000 were issued as a commitment fee to obtain financing · 1,501,502 common shares were sold pursuant to the Company’s credit line for gross proceeds of $ 50,000 During the three months ended March 31, 2023, the Company issued the following shares of common stock: · 6,000,000 shares for services valued at $ 206,700 · 6,000,000 shares for financing commitments valued at $ 198,000 · 8,552,000 shares upon the conversion of convertible notes and accrued interest valued at $ 381,860 · 451,952 shares to pay off an accounts payable balance of $ 15,050 During the year ended December 31, 2022, the Company issued the following shares of stock: · 3,000,000 shares upon the conversion of Series C Stock · 1,607,000 shares for financing commitments valued at $ 97,453 · 3,696,000 shares upon the conversion of convertible notes valued at $ 58,027 18 Preferred Stock On December 19, 2019, the Company filed a Certificate of Designation with the State of Florida to designate 1,500,000 shares of the Company’s authorized preferred stock as Series A Preferred Stock (“Series A Stock”), 5,000,000 shares as Series B Preferred Stock (“Series B Stock”) and 1,000,000 shares as Series C Preferred Stock (“Series C Stock”). A summary of the material provisions of the Certificate of Designation governing the Series A Stock, the Series B Stock and the Series C Stock is as follows: Series A Stock The Series A Stock is not convertible. Each share of Series A Stock shall entitle the holder to three hundred votes for each share of Series A Stock. Any amendment to the Certificate of Designation requires the consent of the holders of at least two-thirds of the shares of Series A Stock then outstanding. The holders of Series A Stock are not entitled to dividends until and unless determined by the Board of Directors of the Company. Liquidation Preference No distribution shall be made to holders of shares of capital stock ranking junior to the Series A Preferred Stock upon liquidation, dissolution or winding-up of the Company. The Series A Stock ranks pari passu with the Series C Stock. There were no shares of Series A Stock outstanding as of September 30, 2023 and December 31, 2022 Series B Stock The Series B Stock is convertible at any time by the holder into the number of shares of common stock of the Company based on two times the price paid by the holder for the shares. The Board has the authorization to establish a minimum price for the conversion price of the Series B Stock (so that if the market price of the common stock of the Company drops below the issuance price, the conversion rate will then be based on the minimum price established by the Board and not the price paid for the shares). The holders of Series B Stock shall not be entitled to voting rights except as otherwise provided by applicable law. The holders of Series B Stock are not entitled to dividends until and unless determined by the Board. Liquidation Preference The holders of Series B Stock shall not be entitled to any distributions upon a liquidation of the Company. Restrictions of Transferability The shares of the Series B Stock shall not, directly, or indirectly, be sold, hypothecated, transferred, assigned, or disposed of in any manner without the prior written consent of the Board and applicable securities laws. There were no shares of Series B Stock outstanding as of September 30, 2023, or December 31, 2022. 19 Series C Stock The Series C Stock is convertible at any time by the holder into the number of shares of common stock of the Company on the basis of three times the price paid for the shares divided by the floor price of $0.10 established by the Board of Directors. The holders of the Series C Stock shall not be entitled to voting rights except as otherwise provided for by applicable law. The holders of Series C Stock are not entitled to dividends until and unless determined by the Board. Liquidation Preference Upon any liquidation of the Company, the holders of Series C Stock shall be entitled to the amount paid for the shares of Series C Stock prior to the holders of shares ranking junior to the Series C Stock. Upon the holders of the Series C Stock and any series of stock ranking pari passu with the Series C Stock having received distributions to which they are entitled, the remaining assets of the Company shall be distributed to the other holders pro rata in proportion to the shares held by each holder. Restrictions of Transferability The Series C Stock shall not, directly, or indirectly, be sold, hypothecated, transferred, assigned, or disposed of in any manner without the prior written consent of the Board and applicable securities laws. As of September 30, 2023, and December 31, 2022 there were 165,080 and 145,080 shares of Series C Stock outstanding, respectively, which were purchased at a price of $ 1.00 per share. On July 11, 2023 (the “Issue Date”), the Company, entered into a Securities Purchase Agreement (the “GSC Purchase Agreement”) with GS Capital Partners, LLC, (“GSC”), pursuant to which the Company issued to GSC a 10 % promissory note in the principal amount of $ 115,000 .00 (the “GSC Note”). The Company received $ 105,000 .00 gross proceeds from GSC due to the original issue discount on the GSC Note of $ 10,000 . In connection with the execution and delivery of the GSC Purchase Agreement and the issuance of the GSC Note, the Company issued to GSC 500,000 commitment shares (the “GSC Commitment Shares”) and a warrant to purchase an additional 862,500 shares of common stock of the Company (the “GSC Warrant”) at an exercise price of $ 0.10 per share (the “GSC Exercise Price”). In addition to the Commitment Shares, the Company issued 1,500,000 returnable shares to GSC (the “Returnable Shares”), which are held in book-entry and returnable to the Company by GSC unless there is an uncured default during the 12-month term of the GSC Note. The GSC Note bears interest at a rate of 10 % per annum, at a fixed conversion price of $ 0.01 (the “GSC Conversion Price”) and is due and payable no later than July 11, 2024. Interest on the GSC Note is payable in shares of the Company’s common stock (the “Common Stock”) commencing on the Issue Date. The Note may be prepaid at an amount equal to 110% of the principal plus accrued interest within 180 days. The GSC Note can be accelerated upon the occurrence of an event of default, which shall occur, among other events, (i) if the Company defaults in the payment of principal or interest on the GSC Note or any other note issued to GSC by the Company, (ii) if a majority of the members of the board of directors of the Company on the Issue Date are no longer serving as members of the board, (iii) the Company is not current in its filings with the Securities and Exchange Commission, (iv) if the Common Stock are delisted from an exchange (including the OTC Market exchange), or if the Common Stock trades on an exchange, and trading in the Common Stock is suspended for more than 10 consecutive days, or (v) the Company ceases to file its reports under the Securities Act of 1933, as amended (the “Act”). Upon an event of default, interest on the GSC Note shall accrue at a default interest rate of 24 % per annum, and the GSC Conversion Price shall decrease from $ .01 per share to $ 0.005 per share. 20 The parties agree that while any principal amount, interest or fees, or expenses are still outstanding under the GSC Note, the Company will not enter into any public or private offering of its securities in which the Company receives cash proceeds in the aggregate of more than $ 450,000 with another investor or investor that establishes rights or benefiting such other investor or investors in any manner more favorable in any material respect than the rights and benefits established in favor of GSC. The GSC Warrant provides for the purchase of up to 862,500 shares of the Common Stock (the “GSC Warrant Shares”) at the GSC Exercise Price and is exercisable at any time on or after the Issue Date and terminating on the five-year anniversary of the Issue Date. The GSC Warrant may be exercised, in whole or part, on a cashless basis unless a registration statement covering the GSC Warrant Shares is effective at the time of exercise, entitling GSC to receive the number of shares calculated based on the closing price of the Common Stock immediately preceding the date on which GSC elects to a cashless exercise of the GSC Warrant at the GSC Exercise Price, as adjusted. The Company’s sales of shares of Common Stock to GSC under the GSC Purchase Agreement is limited to no more than the number of shares that would result in the beneficial ownership by the Buyer and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of the Common Stock. The Company and GSC made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications. On August 22, 2023 (the “Coventry Issue Date”), the Company entered into a Securities Purchase Agreement (the “Coventry Purchase Agreement”) with Coventry Enterprises, LLC, (“Coventry”), pursuant to which the Company issued to Coventry a 10 % promissory note in the principal amount of $ 115,000 .00 (the “Coventry Note”). The Company received $ 105,000 .00 gross proceeds from Coventry due to the original issue discount of $ 10,000 . In connection with the execution and delivery of the Coventry Purchase Agreement and the issuance of the Coventry Note, the Company issued to Coventry 500,000 commitment shares (the “Coventry Commitment Shares”) and a warrant to purchase an additional 862,500 shares of Common Stock (the “Coventry Warrant”) at an exercise price of $ 0.10 per share (the “Exercise Price”). In addition to the Coventry Commitment Shares, the Company issued 1,500,000 returnable shares to Coventry, which are held in book-entry and returnable to the Company by Coventry unless there is an uncured default during the 12-month term of the Coventry Note. The Coventry Note bears interest at a rate of 10 % per annum, at a fixed conversion price of $ 0.01 (the “Conversion Price”) and is due and payable no later than August 22, 2024. Interest on the Coventry Note is payable in shares of Common Stock commencing on the Coventry Issue Date. The Coventry Note and all accrued interest on the Coventry Note may be prepaid in whole or in part without premium or penalty of any type. The Coventry Note can be accelerated upon the occurrence of an event of default, which shall occur, among other events, (i) if the Company defaults in the payment of principal or interest on the Coventry Note or any other note issued to Coventry by the Company, (ii) if a majority of the members of the board of directors of the Company on the Coventry Issue Date are no longer serving as members of the board, (iii) the Company is not current in its filings with the Securities and Exchange Commission, (iv) if the Common Stock are delisted from an exchange (including the OTC Market exchange), or if the Common Stock trades on an exchange, and trading in the Common Stock is suspended for more than 10 consecutive days, or (v) the Company ceases to file its reports under the Act . Upon an event of default, interest on the Coventry Note shall accrue at a default interest rate of 24 % per annum, and the Conversion Price shall decrease from $ .01 per share to $ 0.005 per share. The Warrant provides for the purchase of up to 862,500 shares of Common Stock (the “Warrant Shares”) at the Exercise Price and is exercisable at any time on or after the Coventry Issue Date and terminating on the five-year anniversary of the Coventry Issue Date. The Warrant may be exercised, in whole or part, on a cashless basis unless a registration statement covering the Warrant Shares is effective at the time of exercise, entitling Coventry to receive the number of shares calculated based on the closing price of the Common Stock immediately preceding the date on which Coventry elects to a cashless exercise of the Warrant at the Exercise Price, as adjusted. The Company’s sales of shares of Common Stock to Coventry under the Purchase Agreement is limited to no more than the number of shares that would result in the beneficial ownership by Coventry and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of Common Stock. The Company and the Buyer made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications. 21 Stock Purchase Warrants Stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity . The following table reflects all outstanding and exercisable warrants on September 30, 2023, and December 31, 2022. All warrants are exercisable for a period of three to five years from the date of issuance: Schedule of warrant activity Number of Warrants Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Yrs.) December 31, 2021 – $ – – Warrants issued 5,018,000 $ 0.10 – Warrants exercised – – – Warrants forfeited – – – Balance December 31, 2022 5,018,000 $ 0.10055 Warrants issued 20,664,690 $ .0088 – Warrants exercised ( 16,880,768 ) .0001 – Warrants forfeited – – – Balance September 30, 2023 8,801,922 $ 0.408 4.75 As of September 30, 2023 the outstanding stock purchase warrants had an aggregate intrinsic value of $ 0 . Stock Options As of September 30, 2023, there were 16,000,000 vested 10-year stock options outstanding. 5,333,334 options had a strike price of $0.07, 5,333,333 had a strike price of $0.25 and 5,333,333 had a strike price of $0.50 and a remaining life of 8.25 years. All options were immediately expensed during the second quarter of 2022 and the Company recorded an expense of $ 1,239,823 related to these options. There have been no stock option issuances since June 30, 2021. As of September 30, 2023, these options had no intrinsic value. 22 NOTE 9 – LEASES As of September 30, 2023, the Company had one operating restaurant. The Company leases these spaces based upon the following schedules: · Kisses From Italy 9 th LLC based in Fort Lauderdale, Florida leases approximately 990 square feet and has paid $ 3,273 per month since 2018, pending completion of the required renovations to the exterior and interior of the property necessitated due to hurricane damage that occurred to the location in 2018. The landlord has been very slow in making these changes. It was agreed upon that when work was completed, and approved by the City of Fort Lauderdale, the rent would be increased to the market rate at that time. Beginning on May 1, 2021, the rent increased to $5,857.50 per month and was renewed by the Company for an additional five-year term with standard annual escalator costs. · Kisses From Italy Italia SRLS based in Bari, Italy, leases approximately 2,200 square feet of space for 1,400 euros per month under the terms of a nine-year lease which ends on May 5, 2024 and has an optional automatic renewal provision for nine years. The Company is in the process of negotiating new terms for the lease. Both parties have agreed no rent payments will be submitted, until new terms are agreed upon. During the three months ended March 31, 2023, the Company adopted ASC 842, and based on the present value of the lease payments for the remaining average lease term of the Company’s existing leases noted above, the Company recognized $ 562,030 in noncurrent ROU assets, $ 88,469 in current lease liabilities and $ 473,561 in noncurrent lease liabilities from operating leases. For the nine months ended September 30, 2023, and 2022, the Company recorded rent expenses related to lease obligations of $ 85,877 and $ 96,675 respectively. Rent expenses related to lease obligations in operating expenses in the Company’s statement of operations. NOTE 10 – SUBSEQUENT EVENTS Effective October 10, 2023, the Board of Directors (the “Board”) of the Company appointed Scott Conant to serve as a member of the Board, to serve until his successor is duly appointed unless he resigns, is removed from office, or is otherwise disqualified from serving as a director of the Company. Subsequent to September 30, 2023, the Company issued 23,261,034 common shares for services of which 22,000,000 shares were issued to officers and directors. 23 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this report and any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties, and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements. Overview Kisses From Italy Inc. (together with its subsidiaries, hereinafter referred to as “us,” “our,” “we,” or the “Company”) was incorporated in the State of Florida on March 7, 2013, with a focus on developing a fast, casual food dining chain restaurant business. The Company operates through its wholly-owned subsidiaries, Kisses From Italy 9 th LLC, Kisses From Italy-Franchising LLC, Kisses From Italy, Inc. (Canada) (a company incorporated under the laws of Canada and registered in Quebec on December 23, 2020), and Kisses From Italy Italia SRLS (a limited liability company incorporated in Italy), its 70% owned subsidiary, Kisses-Palm Sea Royal LLC, and The Ponte San’gwich Shoppe & Italian Deli , LLC, a Florida limited liability company, established in May 26, 2023. We commenced operations by opening our initial corporate-owned restaurant in Fort Lauderdale, Florida in May 2015. By April 2016, we opened three additional restaurants located in various Wyndham Hotel properties in the Pompano Beach, Florida area. In September 2017, Hurricane Irma caused significant damage to the area, which resulted in Wyndham halting operations at its hotel properties for repairs and renovations and the closure of our Wyndham hotel locations. In December 2017, we vacated one of our restaurants in the Wyndham Hotel properties due to damage from the hurricane and have not re-opened such restaurant. During the first half of 2021, we consolidated the remaining two Wyndham stores into one location. While our Fort Lauderdale location was reopened in early November 2017, we were only able to reopen two of the hotel locations in Pompano Beach in late January 2018. We also elected not to reopen our fourth location, as the damage was too excessive. If we can raise additional capital, of which there is no assurance, we intend to own and operate up to 10 restaurants and utilize them as a showcase in the marketing of our proposed franchise operations. In May 2017, we completed our National Franchise License which permits us to sell franchises in all of the states in the United States except for New York, Virginia, and Maryland, which licenses we hope to obtain if sufficient demand exists in the future. We opened our first European location in Ceglie del Campo, Bari, Italy, in October 2019. The Bari location closed in April 2020 due to the Covid-19 pandemic, briefly re-opened and has not re-opened as of the date of this Report. Such a location was intended to serve as the distribution center for products for European locations, as well as to be used as a training facility for European franchises. However, this initiative has been severely curtailed due to the onset and lingering impact of Covid -19 in Europe. 24 Our two corporate-owned restaurants, one located in Fort Lauderdale, Florida, and one within the Wyndham location in Pompano Beach, Florida, have fully re-opened without limitation or any social distancing requirement. In September 2019, the Company's common stock, par value $0.0001 per share (“Common Stock”) was approved for trading by FINRA and in October 2019 was approved for uplisting by the OTC Markets Group to the OTCQB under the symbol “KITL”. In June of 2020, the Company entered into a multi-unit development agreement (the “Development Agreement”) pursuant to which it granted development rights to Demasar Management, Inc. (“Demasar”) to open and operate up to 100 restaurants in Canada. Under this Development Agreement, the developer is obligated to open a minimum of 20 restaurants by June 17, 2025. On November 20, 2021, we opened a franchise location under the Development Agreement in Montreal, Quebec, Canada. The Company expects to generate franchise fees from its franchise locations once the franchises become established. In September of 2020, we entered retail food and grocery stores with Kisses From Italy branded products in Canada. The product launch began in November of 2020 and Kisses From Italy branded products were in nine retail stores by the end of 2020. Currently, Kisses From Italy branded products are in 40 stores across Ontario and Quebec, Canada. In April of 2021, we entered into a Consulting Agreement with Fransmart, LLC, a Delaware limited liability company (“Fransmart”), pursuant to which we engaged Fransmart as our exclusive global franchise developer and representative for a period of ten years. In June of 2021, the Company’s first franchise location opened in Chino, California. In November of 2021, the Company opened its second franchise location in Montreal, Canada. On March 9, 2022, the Company filed Articles of Amendment to its Articles of Incorporation to increase the number of its authorized Common Stock from 200,000,000 shares to 300,000,000 shares. Such action was approved by the Board of Directors on January 25, 2022 and a majority of the Company’s shareholders on January 27, 2022. The purpose of the share increase was to make available additional shares of Common Stock to meet the current obligations of the Company to issue Common Stock, including under outstanding convertible securities. On April 11, 2022, the Company entered into a securities purchase agreement, dated as of April 6, 2022, (the “Talos Purchase Agreement”) with Talos Victory Fund, LLC, a Delaware limited liability company (“Talos”), pursuant to which the Company issued to Talos a promissory note in the principal amount of $165,000 (the “Talos Note”). The Company received $148,500 gross proceeds from Talos due to the original issue discount on the Talos Note. In connection with the execution and delivery of the Talos Purchase Agreement and the issuance of the Talos Note, the Company issued to Talos 500,000 commitment shares and a warrant to purchase an additional 1,650,000 shares of Common Stock. On April 13, 2022, the Company entered into a securities purchase agreement, dated as of April 11, 2022, (the “Blue Lake Purchase Agreement”) with Blue Lake Partners, LLC, a Delaware limited liability company (“Blue Lake”), pursuant to which the Company issued to Blue Lake a promissory note in the principal amount of $165,000 (the “Blue Lake Note”). The Company received $148,500 gross proceeds from Blue Lake due to the original issue discount on the Blue Lake Note. In connection with the execution and delivery of the Blue Lake Purchase Agreement and the issuance of the Blue Lake Note, the Company issued to Blue Lake 500,000 commitment shares and a warrant to purchase an additional 1,650,000 shares of Common Stock. On May 13, 2022, the Company entered into a securities purchase agreement, dated as of May 11, 2022, (the “Fourth Man Purchase Agreement”) with Fourth Man, LLC (“Fourth Man”), pursuant to which the Company issued to Fourth Man a promissory note in the principal amount of $150,000 (the “Fourth Man Note”). The Company received $135,000 gross proceeds from Fourth Man due to the original issue discount on the Fourth Man Note. In connection with the execution and delivery of the Fourth Man Purchase Agreement and the issuance of the Fourth Man Note, the Company issued to Fourth Man, 607,000 commitment shares and a warrant to purchase an additional 1,500,000 shares of Common Stock. Each of the notes bears interest at 12% and has a fixed price conversion to Common Stock at $0.025 per share. 25 On July 26, 2022, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC, a Virginia limited liability company (“Diagonal”), pursuant to which the Company issued Diagonal a promissory note in the principal amount $70,000 (the “Diagonal Note”). The Diagonal Note bears interest at a rate of 9% per annum and was due and payable on July 26, 2023. Upon an event of default under the Diagonal Note, the interest increases to 22%. Recent Developments The Company entered into a Strategic Alliance Agreement, effective as of March 1, 2023 (the “SAA”), with SC Culinary LLC, a New York limited liability company (“SC Culinary”), which is currently the creator and owner of, and in possession of, a quick-service food concept (the “Concept”) and is developing and will develop all intellectual property rights related to the Concept (the “Intellectual Property Rights”), all of which were or will be developed or acquired by SC Culinary, independently, or assigned to it by Scott Conant. Scott Conant, who owns all rights in and to his name, voice, image, and likeness (the “NIL Rights”), has granted SC Culinary the exclusive right to license the NIL Rights to third parties. Pursuant to the SAA, SC Culinary will license its interest in the Concept, the Intellectual Property Rights, and the NIL Rights (collectively, the “License”) to the wholly-owned subsidiary of the Company, The Ponte San’gwich Shoppe & Italian Deli SM (the “Subsidiary”), which we established on May 26, 2023, in the state of Florida, for the purpose of developing the Concept into the business of the Subsidiary (the “Brand”). In consideration for the use of the License under the SAA, SC Culinary is entitled to receive certain minimum cash payments and restricted shares of Common Stock (the “Shares”) upon the achievement of certain milestones. Notwithstanding the foregoing, the issuance of the Shares to SC Culinary is subject to anti-dilution protection, wherein the Company shall issue SC Culinary additional shares of Common Stock in order to maintain the percentage owned by SC Culinary in the Company at the time of the issuance. The SAA terminates on the tenth (10th) anniversary of the effective date but may automatically renew for successive five (5) year periods unless either party provides ninety (90) days’ notice of termination. SC Culinary is entitled to terminate the SAA in the event of default by the Company and the Subsidiary. In the event of termination, SC Culinary shall have the absolute right to cause the Subsidiary and the Company to cease to operate the Brand except for the limited purposes of honoring existing franchise agreements. In such an event, SC Culinary will grant the Subsidiary a limited license to use the Brand and SC Culinary’s rights in the Intellectual Property solely in connection with and for the term of the existing franchise agreements (with no further rights of expansion). In the event that SC Culinary terminates the SAA for any reason, SC Culinary shall have the sole and absolute right to use, exploit and operate the Brand and all Intellectual Property separate and apart from the Company without the payment of any amounts or other consideration to the Company, the Subsidiary or relevant third parties or the need for the approval of any kind from the Company or relevant third parties. On May 25, 2023, the Company released the name of its new restaurant, the Brand and the Concept. The Brand was created as a result of the Company’s entry into the SAA. The new restaurant, Brand and Concept will be The Ponte San’gwich Shoppe & Italian Deli SM , inspired by the tight-knit Italian community, nicknamed “Pontes,” of Waterbury, Connecticut. On May 24, 2022, the Company, entered into a Securities Purchase Agreement (the “JSC Purchase Agreement”) with Jefferson Street Capital LLC, a New Jersey limited liability company (“JSC”), pursuant to which the Company issued to JSC a promissory note in the principal amount of $110,000.00 (the “JSC Note”). The Company received $100,000.00 gross proceeds from JSC due to the original issue discount on the JSC Note. In connection with the execution and delivery of the JSC Purchase Agreement and the issuance of the JSC Note, the Company issued to JSC 500,000 commitment shares (the “JSC Commitment Shares”) and a warrant to purchase an additional 1,000,000 shares of Common Stock of the Company (the “JSC Warrant”). 26 The JSC Note bears interest at a rate of 10% per annum and is due and payable no later than February 9, 2024. Although the Company has the right to prepay the JSC Note without penalty, the annual interest is due if the JSC Note is paid in full by the Company prior to maturity. Upon default of the Note, the interest increases to 15%. The JSC Note is convertible at a fixed conversion price of $0.01 (the “JSC Conversion Price”), subject to standard adjustments. If the Company issues securities for less than the JSC Conversion Price, the JSC Conversion Price shall be reduced to such an amount. The JSC Warrant provides for the purchase of up to 1,000,000 shares of Common Stock (the “JSC Warrant Shares”) at an exercise price of $0.10 per share. The JSC Warrant is exercisable on the earlier of 180 days from the date it was issued or when a registration statement covering the JSC Warrant Shares is declared effective. The JSC Warrant may be exercised on a cashless basis unless a registration statement covering the JSC Warrant Shares has been declared effective at the time of exercise. The number of the JSC Warrant Shares is subject to customary adjustments. On June 6, 2023, but effective on June 12, 2023, the Company, entered into a Securities Purchase Agreement (the “Firstfire Purchase Agreement”) with Firstfire Global Opportunity Fund, LLC, a Delaware limited liability company (“Firstfire”), pursuant to which the Company issued to Firstfire a promissory note in the principal amount of $110,000.00 (the “Firstfire Note”). The Company received $100,000 gross proceeds from Firstfire due to the original issue discount on the Firstfire Note. In connection with the execution and delivery of the Firstfire Purchase Agreement and the issuance of the Firstfire Note, the Company issued to Firstfire 500,000 commitment shares (the “Firstfire Commitment Shares”) and a warrant (the “Firstfire Warrant”; and together with the Firstfire Purchase Agreement and the Firstfire Note, the “Firstfire Transaction Documents”) to purchase an additional 1,000,000 shares of Common Stock. The Firstfire Note bears interest at a rate of 10% per annum and is due and payable on June 5, 2024. Although the Company has the right to prepay the Firstfire Note without penalty, the annual interest is due if the Firstfire Note is paid in full by the Company prior to maturity. Upon default of the Firstfire Note, the interest increases to the lesser of 18% per annum or the maximum amount permitted by law. The Firstfire Note is convertible at the option of Firstfire, at any time at a fixed conversion price of $0.01 (the “Firstfire Conversion Price”), subject to standard adjustments. If the Company issues securities for less than the Firstfire Conversion Price, the Firstfire Conversion Price shall be reduced to such an amount. The Firstfire Warrant issued to Firstfire provides for the purchase of up to 1,000,000 shares of Common Stock (the “ Firstfire Warrant Shares”) at an exercise price of $0.10 per share. The Firstfire Warrant is exercisable commencing on the date of issuance and ending on the five-year anniversary of the date of issuance. The Firstfire Warrant may be exercised on a cashless basis, and the number of Firstfire Warrant Shares is subject to customary adjustments. The Company’s sales of shares of Common Stock to Firstfire under the Firstfire Transaction Documents are limited to no more than the number of shares that would result in the beneficial ownership by Firstfire and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of Common Stock. The Company and Firstfire made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications. On June 21, 2023, the Company entered into an amendment (the “Amendment”) to the JSC Warrant with JSC, pursuant to which the parties provided that any stock issuances to MacRab LLC, officers, directors, vendors, and suppliers of the Company in satisfaction of amounts owed to such parties, would not result in an adjustment to the exercise price. In consideration for the Amendment, the Company issued an additional 3,000,000 shares of Common Stock to JSC. 27 On July 11, 2023 (the “GSC Issue Date”), the Company, entered into a Securities Purchase Agreement (the “GSC Purchase Agreement”) with GS Capital Partners, LLC, (“GSC”), pursuant to which the Company issued to GSC a 10% promissory note in the principal amount of $115,000.00 (the “GSC Note”). The Company received $105,000.00 gross proceeds from GSC due to the original issue discount on the GSC Note of $10,000. In connection with the execution and delivery of the GSC Purchase Agreement and the issuance of the GSC Note, the Company issued to GSC 500,000 commitment shares (the “GSC Commitment Shares”) and a warrant to purchase an additional 862,500 shares of Common Stock (the “GSC Warrant”) at an exercise price of $0.10 per share (the “GSC Exercise Price”). In addition to the GSC Commitment Shares, the Company issued 1,500,000 returnable shares to GSC, which are held in book-entry and returnable to the Company by GSC unless there is an uncured default during the 12-month term of the GSC Note. The GSC Note bears interest at a rate of 10% per annum, at a fixed conversion price of $0.01 (the “GSC Conversion Price”) and is due and payable no later than July 11, 2024. Interest on the GSC Note is payable in shares of Common Stock commencing on the GSC Issue Date. The Note may be prepaid at an amount equal to 110% of the principal plus accrued interest within 180 days. The GSC Note can be accelerated upon the occurrence of an event of default, which shall occur, among other events, (i) if the Company defaults in the payment of principal or interest on the GSC Note or any other note issued to GSC by the Company, (ii) if a majority of the members of the board of directors of the Company on the GSC Issue Date are no longer serving as members of the board, (iii) the Company is not current in its filings with the Securities and Exchange Commission, (iv) if the Common Stock are delisted from an exchange (including the OTC Market exchange), or if the Common Stock trades on an exchange, and trading in the Common Stock is suspended for more than 10 consecutive days, or (v) the Company ceases to file its reports under the Securities Act of 1933, as amended (the “Act”) . Upon an event of default, interest on the GSC Note shall accrue at a default interest rate of 24% per annum, and the GSC Conversion Price shall decrease from $.01 per share to $0.005 per share. The parties agree that while any principal amount, interest or fees, or expenses are still outstanding under the GSC Note, the Company will not enter into any public or private offering of its securities in which the Company receives cash proceeds in the aggregate of more than $450,000 with another investor or investor that establishes rights or benefiting such other investor or investors in any manner more favorable in any material respect than the rights and benefits established in favor of GSC. The GSC Warrant provides for the purchase of up to 862,500 shares of Common Stock (the “GSC Warrant Shares”) at the GSC Exercise Price and is exercisable at any time on or after the GSC Issue Date and terminating on the five-year anniversary of the GSC Issue Date. The GSC Warrant may be exercised, in whole or part, on a cashless basis unless a registration statement covering the GSC Warrant Shares is effective at the time of exercise, entitling GSC to receive the number of shares calculated based on the closing price of the Common Stock immediately preceding the date on which GSC elects to a cashless exercise of the GSC Warrant at the GSC Exercise Price, as adjusted. The Company’s sales of shares of Common Stock to GSC under the GSC Purchase Agreement is limited to no more than the number of shares that would result in the beneficial ownership by the GSC and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of Common Stock. The Company and GSC made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications. On August 22, 2023 (the “Coventry Issue Date”), the Company entered into a Securities Purchase Agreement (the “Coventry Purchase Agreement”) with Coventry Enterprises, LLC, (“Coventry”), pursuant to which the Company issued to Coventry a 10% promissory note in the principal amount of $115,000.00 (the “Coventry Note”). The Company received $105,000.00 gross proceeds from Coventry due to the original issue discount of $10,000. In connection with the execution and delivery of the Coventry Purchase Agreement and the issuance of the Coventry Note, the Company issued to Coventry 500,000 commitment shares (the “Coventry Commitment Shares”) and a warrant to purchase an additional 862,500 shares of Common Stock (the “Coventry Warrant”) at an exercise price of $0.10 per share (the “Exercise Price”). In addition to the Coventry Commitment Shares, the Company issued 1,500,000 returnable shares to Coventry, which are held in book-entry and returnable to the Company by Coventry unless there is an uncured default during the 12-month term of the Coventry Note. 28 The Coventry Note bears interest at a rate of 10% per annum, at a fixed conversion price of $0.01 (the “Conversion Price”) and is due and payable no later than August 22, 2024. Interest on the Coventry Note is payable in shares of Common Stock commencing on the Coventry Issue Date. The Coventry Note and all accrued interest on the Coventry Note may be prepaid in whole or in part without premium or penalty of any type. The Coventry Note can be accelerated upon the occurrence of an event of default, which shall occur, among other events, (i) if the Company defaults in the payment of principal or interest on the Coventry Note or any other note issued to Coventry by the Company, (ii) if a majority of the members of the board of directors of the Company on the Coventry Issue Date are no longer serving as members of the board, (iii) the Company is not current in its filings with the Securities and Exchange Commission, (iv) if the Common Stock are delisted from an exchange (including the OTC Market exchange), or if the Common Stock trades on an exchange, and trading in the Common Stock is suspended for more than 10 consecutive days, or (v) the Company ceases to file its reports under the Act . Upon an event of default, interest on the Coventry Note shall accrue at a default interest rate of 24% per annum, and the Conversion Price shall decrease from $.01 per share to $0.005 per share. The Warrant provides for the purchase of up to 862,500 shares of Common Stock (the “Warrant Shares”) at the Exercise Price and is exercisable at any time on or after the Coventry Issue Date and terminating on the five-year anniversary of the Coventry Issue Date. The Warrant may be exercised, in whole or part, on a cashless basis unless a registration statement covering the Warrant Shares is effective at the time of exercise, entitling Coventry to receive the number of shares calculated based on the closing price of the Common Stock immediately preceding the date on which Coventry elects to a cashless exercise of the Warrant at the Exercise Price, as adjusted. The Company’s sales of shares of Common Stock to Coventry under the Purchase Agreement is limited to no more than the number of shares that would result in the beneficial ownership by Coventry and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of Common Stock. The Company and the Buyer made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications. Effective October 10, 2023, the Board of Directors (the “Board”) of the Company appointed Scott Conant to serve as a member of the Board, to serve until his successor is duly appointed unless he resigns, is removed from office, or is otherwise disqualified from serving as a director of the Company. Scott Conant is a two-time James Beard Award-winning chef, cookbook author, and TV personality. His portfolio of acclaimed restaurants includes Mora Italian (Phoenix, AZ), The Americano (Scottsdale, AZ and Atlanta, GA), and Cellaio at Resorts World Catskills (Monticello, NY). He has also published four cookbooks: New Italian Cooking, Bold Italian, The Scarpetta Cookbook, and Peace, Love, and Pasta: Simple and Elegant Recipes from a Chef’s Home Kitchen, which launched in September 2021. Conant has been a popular presence on Food Network throughout the years and has been a recurring judge on Chopped since 2009 and a frequent co-host of Beat Bobby Flay. Results of Operations Comparison of Results of Operations for the three months ended September 30, 2023, and September 30, 2022 Revenue and Cost of Sales Total revenues for the three months ended September 30, 2023, were $26,567 compared to $101,522 during the three months ended September 30, 2022. The decrease in revenue is primarily attributable to the winding down and closing of the Company’s Wyndham store. Cost of goods sold during the three months ended September 30, 2023, was $8,268 compared to $56,179 during the three months ended September 30, 2022. This is attributable to lower sales volumes. 29 Operating expenses Operating expenses were $1,400,388 for the three months ended September 30, 2023, compared to $214,298 during the three months ended September 30, 2022. The increase in expenses in the three-month period ended September 30, 2023, is primarily attributable to stock-based compensation of $1,249,000 during the three months ended September 30, 2023, as compared to $-0- in during the same period in 2022. Payroll costs for the three months ended September 30, 2023, were $30,685, as compared to 48,575 for the corresponding period ended September 30, 2022, reflecting a decrease of $17,890. Consulting and professional fees for the three-month period ended September 30, 2023, were $8,861, as compared to $43,786 for the corresponding period ended September 30, 2022, representing a decrease of $34,925. General and administrative expenses were $83,266 for the three months ended September 30, 2023, as compared to $93,716 for the corresponding period ended September 30, 2022, representing a decrease of $10,450. For the three-month period ended September 30, 2023, we had a loss from operations in the amount of $1,382,089 as compared to $168,955 for the corresponding period ended September 30, 2022. Other income and expense Other expenses comprised of interest expense and change in the fair value of derivative liability were $830,306 for the three months ended September 30, 2023, as compared to $118,536 during the three months ended September 30, 2022. The material increase in other expenses is attributable to an increase of $821,181 in interest and financing costs from financing arrangements during the three months ended 2023, offset by a reduction of $109,411 in the change in the fair value of the derivative liability. Net Loss As a result of the foregoing, during the three months ended September 30, 2023, we incurred a net loss of $2,248,332 attributable to the Company compared to a net loss of $281,895 during the corresponding period ended September 30, 2022. Comparison of Results of Operations for the Nine months ended September 30, 2023, and September 30, 2022 Revenue and Cost of Sales Total revenues for the nine months ended September 30, 2023 were $203,406, as compared to $311,484 during the nine months ended September 30, 2022. Cost of goods sold during the nine months ended September 30, 2023 was $96,259, as compared to $162,125 during the nine months ended September 30, 2022, resulting in a gross profit of $107,147 and 149,359 for the nine months ended September 30, 2023 and 2022, respectively. This is attributable to lower sales volumes due to the winding down of the Company’s Wyndham location. During the first quarter of 2023, the Company began transitioning its business model, as a result of the Company’s new partnership with celebrity Chef, Scott Conant, and the creation of a new brand, named ‘ The Ponte San’gwich Shoppe and Italian Deli SM ’ which is wholly owned by the Company and of which the sales and development of the new franchise brand will be headed by the Company’s franchise consultant, Fransmart. Operating expenses Operating expenses were $3,155,793 for the nine months ended September 30, 2023, as compared to $556,124 during the nine months ended September 30, 2022. The increase in expenses during the nine-month period ended September 30, 2023 is primarily attributable to stock-based compensation of $2,503,000 in 2023, as compared to $5,170 during the corresponding period in 2022. Payroll costs for the nine months ended September 30, 2023 were $123,255, as compared to $88,120 for the corresponding period ended September 30, 2022, reflecting an increase of $35,135. Consulting fees and professional fees for the nine-month period ended September 30, 2023 were $234,570, as compared to $164,637 for the corresponding period ended September 30, 2022, representing an increase of $69,933, offset by a reduction in general and administrative expense of $29,974, which were $169,968 for the nine months ended September 30, 2023, as compared to $199,942 for the corresponding period ended September 30, 2022. 30 Other income and expense Other expense for the nine months ended September 30, 2023 was $1,472,892 compared to $421,040 during the nine months ended September 30, 2022. The material increase in other expense is attributable to an increase of $1,066,601 in interest and financing costs from financing arrangements in 2023. Net Loss As a result of the foregoing, during the nine months ended September 30, 2023, we incurred a net loss attributable to the Company of $4,554,473 compared to a net loss attributable to the Company of $838,739. Liquidity and Capital Resources On September 30, 2023, we had $107,837 in cash and cash equivalents. Net cash used in operating activities was $708,065 during the nine months ended September 30, 2023, compared to $509,408 cash used in operating activities during the nine months ended September 30, 2022. The increase in cash used during the nine months ended September 30, 2023 period is primarily attributable to the increase in operating losses , net of non-cash items, offset by changes in operating assets and liabilities. Net cash provided by financing activities was $491,409 for the nine months ended September 30, 2023, compared to $805,000 during the nine months ended September 30, 2022. The reason for the decrease in cash provided by financing activities during the nine months ended September 30, 2023 is primarily attributable to a reduction in net proceeds from convertible and promissory notes of approximately $375,000, offsets by proceeds from the Company equity line of approximately $65,000 compared to $-0- in the comparable period in 2022. We estimate that we will need approximately $1,000,000 to fully effectuate our business development plans, including opening additional company-owned restaurants and continuing to develop and enhance the marketing of our franchise concept. There can be no assurances that additional financing, either through equity or debt, will be available on a timely basis, on favorable terms or at all. While we have had discussions with potential investors and investment bankers, we have had no agreement with any third party to provide additional financing. Our inability to obtain additional financing may have a significant negative impact on our continued development and results of our operations. Covid-19 has also caused significant disruptions to the global financial markets, which impacts our ability to raise additional capital. If the Company is unable to obtain adequate capital due to the continued spread of Covid-19, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. Going Concern Our consolidated financial statements were prepared assuming that we will continue as a going concern and do not include adjustments for the recoverability and the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements that may be necessary should we be unable to continue in operation. In addition, the Company continues to experience negative cash flows from operations. Also, if the Company is unable to obtain adequate capital due to the continued spread of Covid-19, the Company may be required to further reduce the scope, delay, or eliminate some or all of its planned operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 31 Off-Balance Sheet Arrangements We have no off-balance sheet arrangements. Critical Accounting Estimates Management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies are defined as those policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. See notes to our financial statements, Note 2 – Summary Of Significant Accounting Policies. Recent Accounting Pronouncements There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company's operations, financial position, or cash flows. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Company is a smaller reporting company and is not required to provide this information. ITEM 4. CONTROLS AND PROCEDURES. Disclosure Controls and Procedures – Our management, with the participation of our principal executive officer and principal financial officer, has 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 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 principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2023. 32 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 errors 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 –. During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting. 33 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no pending legal proceedings to which the Company is a party or in which any director, officer, or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings. ITEM 1A. RISK FACTORS We are a smaller reporting company and are not required to provide this information. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS There were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. ITEM 5. OTHER INFORMATION (a) None. (b) None. (c) Rule 10b5-1 Trading Plans. During the three months ended September 30, 2023, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. ITEM 6. EXHIBITS Exhibit No. Description 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS XBRL Instance Document 101.SCH XBRL Schema Document 101.CAL XBRL Calculation Linkbase Document 101.DEF XBRL Definition Linkbase Document 101.LAB XBRL Label Linkbase Document 101.PRE XBRL Presentation Linkbase Document 34 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. KISSES FROM ITALY INC. Date: November 14, 2023 By: /s/ Michele Di Turi Michele Di Turi Co-Chief Executive Officer (Principal Executive Officer) Date: November 14, 2023 By: /s/ Claudio Ferri Claudio Ferri Co-Chief Executive Officer (Principal Financial Officer and Principal Accounting Officer) 35