What changed in this filing

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Item 1. Business

2024-07-15 compared with 2023-03-31 · 441 added, 411 removed, 12 unchanged (99% of the section changed)

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), and its 70% owned subsidiary, Kisses-Palm Sea Royal LLC.

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.

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 damages were too excessive.

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

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

In May 2017, we completed our National Franchise License which

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

hope to obtain if sufficient demand exists in the future.

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 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.

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

In September 2019, the Company's 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,

(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.

It currently operates through the following wholly-owned subsidiaries:

(1) Kisses From Italy 9 th LLC, (2) Kisses From

Italy-Franchising LLC;

and (3) Kisses From Italy, Inc.

(Canada), a company incorporated under the laws of Canada and registered in Quebec

on December 23, 2020.

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, which is the only operating restaurant as of the date of this Annual Report.

The Company also opened in 2016 three additional

restaurants, located in various Wyndham Hotel properties in the Pompano Beach, Florida area, but these restaurants are no longer operational

(in December 2017, the Company vacated one of its restaurants due to a hurricane;

in June 2021, the Company consolidated its two Wyndham

restaurants into one location to become more efficient, and in May 2023, the Company made the decision not to renew a lease in Wyndham

Palm Aire location and to close its operations there.

The Company opened its

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 permanently closed on December 31, 2023.

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.

The Company’s relationship with MediaCom SAS for

distribution and importing of European products remains intact and the distribution hub has been moved to Naples, Italy at the MediaCom

In June 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,

In April of 2021, we entered

into a Consulting Agreement (the “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.

The Company has not generated any franchise fees

during the years ended December 31 2022 and 2021 respectively.

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.

RECENT DEVELOPMENT

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.

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 $165,000.00 (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.

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 bears interest at 12% and

has a fixed price conversion to common stock at $0.025 per share.

On July 26, 2022, the Company entered into a securities

purchase agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (the “Lender”),

pursuant to which the Company issued the Lender a promissory note in the principal amount $70,000 (the “Note”).

The Note bears

interest at a rate of 9% per annum and is due and payable on July 26, 2023.

Upon an event of default under the Note, the interest increases

The Company has the right to prepay the Note in

full at any time upon three trading days’ prior written notice, subject to a prepayment penalty if the Note is prepaid on or before

January 22, 2023.

The prepayment penalty is equal to 20% of the outstanding principal and interest under the Note for prepayment made

on or before September 24, 2022, 25% of the outstanding principal and interest under the Note for prepayment made between September 25,

2022 and November 23, 2022 and 29% of the outstanding principal and interest under the Note for prepayment made between September 26,

2022 and January 22, 2023.

The Note is convertible at the option of the Lender

at any time after January 22, 2023 at a conversion price equal to 65% of the lowest closing bid price of the Company’s common stock

on the OTCQB market or other applicable exchange during the ten trading days preceding the conversion date, provided that no such conversion

may result in the Lender and its affiliates beneficially owning more than 4.99% of the then outstanding shares of the common stock of

For as long as the Note is outstanding, the Company must have authorized and reserved, free of preemptive rights, six times

the number of shares issuable upon full conversion of the Note (initially 25,846,153 shares), subject to the 4.99% beneficial ownership

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”).

SC Culinary 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 a

wholly-owned subsidiary of the Company to be established (the “Subsidiary”) 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 of the Company (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.

We strive to provide the highest level of service, high-quality ingredients, and products.

Enveloped in our mission is our philosophy to support and partner with local producers and suppliers within the regions in order to provide

a truly authentic experience to our customers.

Our vision is to leverage the success of our flagship store and our initial hotel locations

in the South Florida market and to expand into other regions on a local, state, national, and global level.

The main focus is doing so

through our continued corporate-owned store expansion, along with the development and sales of additional locations through the advancement

of our franchise and territorial rights program.

Our menu includes grilled paninis including an Italian style Panini,

sausage, beef, sliced pork, or chicken topped with quality natural “sott'olio” (grilled and marinated vegetable) products

at prices ranging from $5.95 to $7.95.

We also offer deli paninis including fresh cheese Panini, prosciutto, salami, capocollo, bresaola,

and turkey panini’s ranging in price from $5.95 to $7.95.

All our panini’s include lettuce, tomato, and one choice of cheese

and three choices of marinated vegetables, or three choices of grilled vegetables.

We also offer desserts including a Nutella sandwich, a variety

of fresh Danish, cannoli, Italian biscotti, sfogliatelle or a corneti, ranging in price from $1.50 to $2.50.

Our breakfast menu is served

all day We also have a full coffee and tea favorites, including espresso, cappuccino, and other coffee drinks, soft drinks, bottled water,

and juices, as well as various flavors of granite (ices).

Our vision is to transport true authentic and rustic taste from

the provinces of Italy through our menu items.

We intend to offer products that will cater to all diets, including gluten-free diets and

emphasize fresh products with no preservatives.

All our sott'olio and coffee products are made in Italy.

Our management

is in constant communication with our product manufacturers and search for high quality and authentic products from different regions

from Southern Italy including Sicily, Calabria, Puglia, Napoli, Potenza, and Toscana.

Ensuring freshness and quality, our representatives

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

All our products are D.O.P.

(Protected Designation of

Origin) certified and defined in the European Commission Regulations.

Under this Development Agreement,

the developer is obligated to open a minimum of 20 restaurants by June 17, 2025.

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 90 stores across Ontario and Quebec, Canada.

In April 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 2021 and November

2021, the Company opened its first two franchise locations in Chino, California and Montreal, Canada, respectively.

Due to the difficulty

of opening new retail food establishments with proper levels of staffing, and ongoing inflationary pressures and supply chain constraints

due to COVID, the Chino, California location was unable to generate profitable operations and was closed as of December 31, 2023.

economic environment in Quebec, Canada continued its decline, the Montreal location assets were sold to a non-franchisee third party.

During the time these locations were open, the Company did not generate any franchising fees.

On March 1, 2023, the

Company entered into a Strategic Alliance Agreement (the “SAA”), with SC Culinary LLC, the creator and owner of, and in possession

of, a quick-service food concept.

In connection with the SAA, Scott Conant, the owner of 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.

October 10, 2023, Scott Conant was appointed as a member of the board of directors of the Company.

The Parties intended that SC Culinary

will license its interest in this quick-service food concept, the intellectual property rights,

and the NIL Rights to the Company’s new wholly-owned subsidiary, The Ponte San’gwich Shoppe & Italian Deli.

On February 8, 2024,

the Company and SC Culinary LLC entered into a termination agreement, pursuant to which the parties terminated the SAA and agreed that

neither the Company nor SC Culinary has any further liability or obligation to the other with respect to the terms of the SAA, and the

Company has no interest in any intellectual property rights owned or used by either SC Culinary or Scott Conant.

In connection with the

termination of the SAA, on February 8, 2024, Scott Conant resigned from the board of directors of the Company effective

On February 16, 2024, the Company dissolved its subsidiary, The Ponte San’gwich Shoppe & Italian Deli.

We strive to provide

the highest level of service, high-quality ingredients, and products.

Enveloped in our mission is our philosophy to support and partner

with local producers and suppliers within the regions in order to provide a truly authentic experience to our customers.

Our vision is

to leverage the success of our flagship store and our initial hotel location in the South Florida market and to expand into other regions

on a local, state, national, and global level.

The main focus is doing so through our continued corporate-owned store expansion, along

with the development and sales of additional locations through the advancement of our franchise and territorial rights program.

Our menu includes grilled

paninis including an Italian style Panini, sausage, beef, sliced pork, or chicken topped with quality natural “sott’olio”

(grilled and marinated vegetable) products at prices ranging from $5.95 to $7.95.

We also offer deli paninis including fresh cheese Panini,

prosciutto, salami, capocollo, bresaola, and turkey panini’s ranging in price from $5.95 to $7.95.

All our panini’s include

lettuce, tomato, and one choice of cheese and three choices of marinated vegetables, or three choices of grilled vegetables.

We also offer desserts

including a Nutella sandwich, a variety of fresh Danish, cannoli, Italian biscotti, sfogliatelle or a corneti, ranging in price from $1.50

Our breakfast menu is served all day We also have a full coffee and tea favorites, including espresso, cappuccino, and other

coffee drinks, soft drinks, bottled water, and juices, as well as various flavors of granite (ices).

Our vision is to transport

true authentic and rustic taste from the provinces of Italy through our menu items.

We intend to offer products that will cater to all

diets, including gluten-free diets and emphasize fresh products with no preservatives.

All our sott’olio and

coffee products are made in Italy.

Our management is in constant communication with our product manufacturers and search for high quality

and authentic products from different regions from Southern Italy including Sicily, Calabria, Puglia, Napoli, Potenza, and Toscana.

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

All our products

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

Quick Service Restaurants

Our initial restaurant is located at 3146 NE 9 th Street

in Fort Lauderdale, Florida.

This location is across the street from an Atlantic Ocean public beach and consists of approximately 1,000

square feet of a retail restaurant with seating for up to 25 guests.

Subsequently, we opened three additional similar restaurants, all

in Southern Florida.

Except for the Fort Lauderdale location, all of our restaurant

locations arose out of a relationship we established with Wyndham Vacation Ownership, Inc., which operates timeshare apartment complexes.

Of our three restaurants, two are located in Wyndham timeshare resort properties where they are the only restaurants on site.

agreements provide for our restaurants to provide room service that can be charged to the customer’s room, as well as an opportunity

to provide food and beverage service to various sales, orientations, marketing, and owner events held by Wyndham regularly on these properties.

Wyndham remits payments for these services bi-weekly and charges us with a 5% administrative fee for processing costs.

Each location is managed by one senior employee/manager and individually

assessed based on foot traffic, seasonality, and other demographic factors.

locations abide by the standards and rules set forth

by the State of Florida Department of Health, and our Italian location abides by the standards and rules set forth by Italy’s Ministry

of Health and the Puglia (Apulia) region’s legislative/administrative authority.

Michele Di Turi, our CEO, possesses the Certified

Food Manager accreditation and has the proper authority to provide necessary food safety courses.

Our initial and the only

operating restaurant as of the date of this Annual Report is located at 3146 NE 9th Street in Fort Lauderdale, Florida.

This location

is across the street from an Atlantic Ocean public beach and consists of approximately 1,000 square feet of a retail restaurant with seating

for up to 25 guests.

This location is managed by one senior employee/manager and individually assessed based on foot traffic, seasonality,

and other demographic factors and abide by the standards and rules set forth by the State of Florida Department of Health, and our Italian

location abides by the standards and rules set forth by Italy’s Ministry of Health and the Puglia (Apulia) region’s legislative/administrative

Michele Di Turi, our co-Chief Executive Officer, possesses the Certified Food Manager accreditation and has the proper authority

to provide necessary food safety courses.

The Company also opened

in 2016 three additional restaurants, located in various Wyndham Hotel properties in the Pompano Beach, Florida area, but these restaurants

are no longer operational (in December 2017, the Company vacated one of its restaurants due to a hurricane;

in June 2021, the Company

consolidated its two Wyndham restaurants into one location to become more efficient, and in May 2023, the Company made the decision not

to renew a lease in Wyndham Palm Aire location and to close its operations there.

In October 2019, the

Company opened its European location in Ceglie del Campo, Bari, Italy but closed it in April 2020 due to the Covid-19 pandemic.

Such 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.

This location was permanently closed on December 31, 2023.

Restaurant Franchising

In addition to opening our company-owned restaurants,

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

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

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

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

We are also engaged in

franchising our restaurant concept so that we can build market share and brand awareness.

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

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

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

at a price of $15,000 per location.

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

In June 2021 and November

2021 the Company opened its first two franchise locations in Chino, California and Montreal, Canada, respectively.

Due to 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.

In June 2020, the Company entered into the Development Agreement pursuant to which it granted

development rights to Demasar to open and operate up to 100 restaurants in Canada.

Demasar will be taking the lead for franchise expansion

and assisting in the Canadian brand building for the Kisses From Italy brand.

Each of our franchise restaurants are required to conform to a

standard of interior design, featuring a distinctive and comfortable Italian décor.

Our prior approval is required for each specific

location of a proposed franchise restaurant, which includes a requirement that the same be in a clearly identifiable commercial location

built out in accordance with our standards.

Franchisees are also required to satisfactorily complete training and purchase certain equipment

and supplies from us and other approved suppliers.

We also require the purchase of a point-of-sale system and data polling services from

a specified supplier and a computer system that meets established system standards.

Franchisees will be required to purchase approximately 90% to 95% of their supplies and

food inventory either directly from us, or from approved suppliers.

We attempt to negotiate system-wide volume discounts and/or rebates

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

of their purchases from the suppliers providing the discounts.

Our franchise agreement with franchisees also requires our franchisee to pay royalties of

9% of gross sales, which are defined to be total actual charges for all products (food and non-food) and services, such as catering and

delivery, sold to customers, exclusive of taxes, every week.

We retain 6% of this royalty and the remaining 3% goes towards a marketing

The marketing fund is broken down in two parts, 2% for local marketing and 1% for national marketing.

We anticipate that until national

coverage is warranted, local and/or regional marketing campaigns will be implemented.

We also require that our franchisee enter into a collateral assignment and assumption of

lease through which we are granted a security interest in all of the furniture, removable trade fixtures, inventory, licenses, and supplies

located in the restaurant as collateral for (1) the payment of any obligation owed to us, (2) any default or breach under the terms of

the lease, and (3) any default or breach of any of the terms and provisions of the franchise agreement.

In the event of a breach of or

default under the lease or payment by a franchisee as a result of a breach or default, we may be entitled to possession of the restaurant

and all of our rights, title, and interest in and to the lease.

We also enter into a conditional assignment of telephone numbers and listings

that assigns us telephone numbers and directory listings upon termination or expiration of a franchise relationship.

The initial term of a franchise agreement is ten years, with a renewal provision of between 2-5 years on the

terms and conditions of the franchise agreement so long as there has been substantial compliance with the franchise agreement and pay

a to-be-determined fee for each renewal.

Franchisees are also required to replace any franchise that terminates or expires or any

restaurant that closes within the territory if necessary, to maintain the number of our named restaurants required in the development

If a franchisee fails to meet the development schedule, we have the right to terminate the franchise agreement or adjust that

territory to eliminate any state in the territory where they have not achieved the minimum number of restaurants required for that state.

We are required to perform the following services:

Solicitation of new franchise owners - Actively and continuously

market and promote through advertising and solicit prospective franchise owners in their territory according to an annual plan and

budget that a franchisee develops and submits for our approval.

Site selection, leasing, and build-out - Consult and advise franchise owners with

site selection and lease negotiation of the restaurants.

Develop and maintain relationships with landlords for purposes of obtaining

sites for restaurants and coordinating efforts with franchise owners to lease such sites.

Develop relationships with landlords, contractors,

equipment suppliers, and service providers in the territory and assist in the supervision of the build-out for the restaurants in

our territory.

Training - Provide all initial training to the franchise

owners, as well as supplemental and refresher training at our training restaurant.

Schedule and coordinate all training of all franchise

owners with our required mode of operations.

Opening assistance - Provide grand opening support, including

coordinating marketing with local television, radio, newspapers, and trade publications.

Provide franchise owners with supervisory

assistance and guidance in connection with the opening and initial operations of their restaurants.

Provide pre-opening and post-opening

assistance for each new restaurant.

Monitoring, audit, and inspection - Be responsible for

at least monthly monitoring of the operation of their restaurants, including monitoring and reporting of the sales volume and

other data as determined from time to time.

Monitor and communicate to our franchisee the marketing efforts of our restaurants.

or assist franchisees with inspecting or auditing restaurants and their owners, with visits no less than monthly and in-depth reports

at least quarterly.

Vendors and suppliers - Notify vendors and, if necessary, locate new vendors for

the franchises and coordinate distribution and purchasing programs.

Assist franchisees in developing programs for suppliers and distributors

of approved products.

Maintain positive relationships and evaluate additional incentive programs and marketing programs from approved

and preferred suppliers, vendors, and other designated parties.

Continuing assistance to franchise owners - Provide continuing

operating assistance and assist in facilitating transfers and renewals of franchises.

Assist franchise owners during transfers of

their franchises or restaurants.

We also require our franchisees to maintain certain staffing levels.

For the first development

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

If a franchisee fails to perform services and we need to assume such tasks, we require that

they pay us an amount equal to 125% of the expenditures incurred by us.

and we have the right to terminate the agreement after notice

of a 30-day cure period.

Each franchisee must refer all inquiries for franchises in their territory to us.

the terms of an Area Representative Agreement, we have the sole right to grant franchises in all our unsold territories, terminate a franchise

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

Franchise Marketing

Our marketing strategy for establishing multi-unit franchises is to contact individuals

or entities that have previously developed franchises in other concepts.

This strategy allows us to find people with the proper knowledge,

experience, and financial resources to develop a successful franchise operation in a timely fashion.

We seek individuals or groups with the skills and financial strength to operate multi-unit

franchise organizations within specific geographic territories.

We anticipate that a franchise territory will consist of areas that

are either cities or counties depending on population.

We seek to identify people with considerable experience in the management of food

service venues who also have sufficient start-up capital to open several of our restaurants.

We have entered into discussions with several

possible franchise owners, however.

we currently have no franchise agreements.

We will consider the skills and investment capital that each potential multiple franchise

owner presents to determine the size and nature of the territory and the minimum number of our restaurants that the franchise owner will

be required to maintain in the territory in order keep the exclusive rights to that territory.

We will review the demographics of each

proposed location to consider the appropriate number of restaurants in each area based upon population and other factors including per

capita income and then set the minimum number of restaurants at half the amount.

Franchisees will not be restricted from opening additional

restaurants beyond the minimum for their territory.

We have not yet generated revenue from the sourcing of franchises and there are no

assurances we will ever generate revenues from this business concept.

Commissary System

We plan to develop centralized commissary facilities that will serve all of the restaurants

that we own in a given region.

We believe that a commissary that serves a region of restaurants will improve efficiency and consistency

for the restaurant concept.

We also believe that a commissary system will allow our restaurants to be approximately 500 square feet smaller

than they would otherwise be.

We plan to build commissaries in areas with lower rent.

In this manner, we plan to save the difference between

the 500 fewer square feet that retail rental space would cost and the commissary’s costs located in a lower-rent area.

Our commissary

will have storage space for paper products as well as walk-in coolers to store food.

Food preparation for sauces, salad dressings, and

other base ingredients will be done in the commissary “clean room” and then delivered to local restaurants daily.

central food preparation of sauces and base ingredients will maintain the consistency of our restaurants’ products and possibly

reduce labor costs.

Restaurant Advertising

Our advertising has and will consist primarily of newspaper print ads, direct mailing efforts

and also through social media, including Facebook, Twitter, and other social media outlets.

In June 2021 and November 2021, the Company

opened its first two franchise locations in Chino, California and Montreal, Canada, respectively.

Due to the difficulty of opening new

retail food establishments with proper levels of staffing, and ongoing inflationary pressures and supply chain constraints due to COVID,

the Chino, California location was unable to generate profitable operations and was closed as of December 31, 2023.

As the economic environment

in Quebec, Canada continued its decline, the Montreal location assets were sold to a non-franchisee third party.

During the time these

locations were open, the Company did not generate any franchising fees.

In June 2020, the Company

entered into the Development Agreement pursuant to which it granted development rights to Demasar to open and operate up to 100 restaurants

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

Each of our franchise

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

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

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

Franchisees are also required to satisfactorily

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

We also require the purchase of a

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

Franchisees will be required

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

to negotiate system-wide volume discounts and/or rebates for our franchisees from approved suppliers and if successful, pass such discounts

and/or rebates on to franchisees based on the volume of their purchases from the suppliers providing the discounts.

Our franchise agreement

with franchisees also requires our franchisee to pay royalties of 9% of gross sales, which are defined to be total actual charges for

all products (food and non-food) and services, such as catering and delivery, sold to customers, exclusive of taxes, every week.

6% of this royalty and the remaining 3% goes towards a marketing fund.

The marketing fund is broken down in two parts, 2% for local marketing

and 1% for national marketing.

We anticipate that until national coverage is warranted, local and/or regional marketing campaigns will

be implemented.

We also require that

our franchisee enter into a collateral assignment and assumption of lease through which we are granted a security interest in all of the

furniture, removable trade fixtures, inventory, licenses, and supplies located in the restaurant as collateral for (1) the payment of

any obligation owed to us, (2) any default or breach under the terms of the lease, and (3) any default or breach of any of the terms and

provisions of the franchise agreement.

In the event of a breach of or default under the lease or payment by a franchisee as a result of

a breach or default, we may be entitled to possession of the restaurant and all of our rights, title, and interest in and to the lease.

We also enter into a conditional assignment of telephone numbers and listings that assigns us telephone numbers and directory listings

upon termination or expiration of a franchise relationship.

The initial term of a

franchise agreement is ten years, with a renewal provision of between 2-5 years on the terms and conditions of the franchise agreement

so long as there has been substantial compliance with the franchise agreement and pay a to-be-determined fee for each renewal.

Franchisees are also

required to replace any franchise that terminates or expires or any restaurant that closes within the territory if necessary, to maintain

the number of our named restaurants required in the development schedule.

If a franchisee fails to meet the development schedule, we have

the right to terminate the franchise agreement or adjust that territory to eliminate any state in the territory where they have not achieved

the minimum number of restaurants required for that state.

We are required to perform

the following services:

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

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

for our approval.

· Site selection, leasing, and build-out - Consult and advise franchise owners with site selection

and lease negotiation of the restaurants.

Develop and maintain relationships with landlords for purposes of obtaining sites for restaurants

and coordinating efforts with franchise owners to lease such sites.

Develop relationships with landlords, contractors, equipment suppliers,

and service providers in the territory and assist in the supervision of the build-out for the restaurants in our territory.

· Training - Provide all initial training to the franchise owners, as well as supplemental and refresher

training at our training restaurant.

Schedule and coordinate all training of all franchise owners with our required mode of operations.

· Opening assistance - Provide grand opening support, including coordinating marketing with local

television, radio, newspapers, and trade publications.

Provide franchise owners with supervisory assistance and guidance in connection

with the opening and initial operations of their restaurants.

Provide pre-opening and post-opening assistance for each new restaurant.

· Monitoring, audit, and inspection - Monthly monitoring of the operation of their restaurants, including

monitoring and reporting of the sales volume and other data as determined from time to time.

Monitor and communicate to our franchisee

the marketing efforts of our restaurants.

Conduct or assist franchisees with inspecting or auditing restaurants and their owners, with

visits no less than monthly and in-depth reports at least quarterly.

· Vendors and suppliers - Notify vendors and, if necessary, locate new vendors for the franchises

and coordinate distribution and purchasing programs.

Assist franchisees in developing programs for suppliers and distributors of approved

Maintain positive relationships and evaluate additional incentive programs and marketing programs from approved and preferred

suppliers, vendors, and other designated parties.

· Continuing assistance to franchise owners - Provide continuing operating assistance and assist

in facilitating transfers and renewals of franchises.

We also require our franchisees

to maintain certain staffing levels.

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

to 3 in the fifth development year.

If a franchisee fails

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

by us, and we have the right to terminate the agreement after notice of a 30-day cure period.

Each franchisee must

refer all inquiries for franchises in their territory to us.

Under the terms of an Area Representative Agreement, we have the sole right

to grant franchises in all of our unsold territories, terminate a franchise agreement, and approve site selections, leases, and other

franchise real estate transactions.

marketing strategy for establishing multi-unit franchises is to contact individuals or entities that have previously developed franchises

in other concepts.

This strategy allows us to find people with the proper knowledge, experience, and financial resources to develop a

successful franchise operation in a timely fashion.

We seek individuals or

groups with the skills and financial strength to operate multi-unit franchise organizations within specific geographic territories.

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

identify people with considerable experience in the management of food service venues who also have sufficient start-up capital to open

several of our restaurants.

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

we currently have no franchise

We will consider the

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

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

rights to that territory.

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

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

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

yet generated revenue from the sourcing of franchises and there are no assurances we will ever generate revenues from this business concept.

We plan to develop centralized

commissary facilities that will serve all of the restaurants that we own in a given region.

We believe that a commissary that serves a

region of restaurants will improve efficiency and consistency for the restaurant concept.

We also believe that a commissary system will

allow our restaurants to be approximately 500 square feet smaller than they would otherwise be.

We plan to build commissaries in areas

with lower rent.

In this manner, we plan to save the difference between the 500 fewer square feet that retail rental space would cost

and the commissary’s costs located in a lower-rent area.

Our commissary will have storage space for paper products as well as walk-in

coolers to store food.

Food preparation for sauces, salad dressings, and other base ingredients will be done in the commissary “clean

room” and then delivered to local restaurants daily.

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

the consistency of our restaurants’ products and possibly reduce labor costs.

Our advertising has and

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

other social media outlets.

We also participated in other forms of advertising.

For example, we intend to use an airplane to advertise our Kisses banner to the Fort Lauderdale beach crowd, offering promotional free

coffee and T-shirts.

Our ads will contain a coupon for a free coffee with the purchase of any meal item.

As we open restaurants in new markets we plan to duplicate the advertising effort we employed

in Fort Lauderdale and to spend initially approximately 2% to 3% of monthly revenue for local advertising on a per company-owned restaurant

Since we plan to build multiple restaurants simultaneously within a specific geographic region, we believe our advertising cost

as a percentage of revenue will decrease as we increase the number of restaurants within a region.

There are no assurances we will successfully

open multiple restaurants in the future.

We currently employ 8 full-time persons, plus our officers.

We do not have any part-time

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

We believe our relationship with our employees

is excellent in most cases.

We require all our employees and consultants to sign a confidentiality and non-disclosure agreement.

relies on our ability to hire additional employees, particularly on the local sales side.

We believe there are numerous quality people

to choose from throughout our area of targeted expansion.

As we grow we anticipate we will require a franchise director and a Chief Financial Officer/Controller,

as well as various administrative support personnel.

The fast-food segment of the restaurant industry is highly competitive and fragmented.

addition, fast food restaurants compete against other segments of the restaurant industry, including fast-casual restaurants and casual

dining restaurants.

The number, size, and strength of our competitors vary by region.

Our competitors also compete based on a number of

factors, including taste, the speed of service, value, name recognition, restaurant location, and customer service.

The restaurant industry is often affected by changes in consumer tastes;

national, regional,

or local economic conditions;

For example, we intend to use an airplane to advertise

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

Our ads will contain a coupon for

a free coffee with the purchase of any meal item.

As we open restaurants

in new markets we plan to duplicate the advertising effort we employed in Fort Lauderdale and to spend initially approximately 2% to 3%

of monthly revenue for local advertising on a per company-owned restaurant basis.

Since we plan to build multiple restaurants simultaneously

within a specific geographic region, we believe our advertising cost as a percentage of revenue will decrease as we increase the number

of restaurants within a region.

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

The fast-food segment

of the restaurant industry is highly competitive and fragmented.

In addition, fast food restaurants compete against other segments of

the restaurant industry, including fast-casual restaurants and casual dining restaurants.

The number, size, and strength of our competitors

vary by region.

Our competitors also compete based on a number of factors, including taste, the speed of service, value, name recognition,

restaurant location, and customer service.

The restaurant industry

is often affected by changes in consumer tastes;

national, regional, or local economic conditions;

currency fluctuations;

demographic trends;

traffic patterns;

the type, number, and location of competing

food retailers and products;

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

and disposable purchasing power.

Our restaurant concept is expected to compete with international, national,

and regional restaurant chains as well as locally-owned restaurants.

We will compete not only for customers, but also for management and

hourly personnel, suitable real estate sites, and qualified franchisees.

We believe that each of the following restaurants may provide competition to our proposed

restaurants because they all are franchise operations that sell sandwiches and coffee:

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

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

We believe that each

of the following restaurants may provide competition to our restaurants because they are franchise operations that sell sandwiches and

Chipotle Mexican Grill

Miami Subs Grill

Of the above-listed restaurants, all are larger and have significantly greater financial

resources than we currently have available.

Government Regulations

We are subject to various federal, state, and local laws affecting our business.

Our restaurants

must comply with licensing and regulation by a number of governmental authorities, which include health, sanitation, safety, and fire

agencies in the state or municipality in which the restaurant is located.

In addition, we must comply with various state laws that regulate

the franchisor/franchisee relationship.

We are also subject to federal and state laws governing employment and pay practices, overtime,

tip credits, and working conditions.

The bulk of our employees are paid on an hourly basis at rates related to the federal and state minimum

We are also subject to federal and state child labor laws which, among other things, prohibit

the use of certain “hazardous equipment” by employees 18 years of age or younger.

Under the Americans with Disabilities Act,

we could be required to expend funds to modify our restaurants to better provide service to, or make reasonable accommodation for the

employment of disabled persons.

We continue to monitor our facilities for compliance with the Americans with Disabilities Act in order

to conform to its requirements.

We believe future expenditures for such compliance would not have a material adverse effect on our operations.

As a potential franchisor, we will be soliciting prospects for franchises and are subject

to federal and state laws pertaining to franchising.

These laws require that certain information be provided to franchise prospects at

certain times and regulate what can be said and done during the offering process.

Some states require the franchise offering circular

to be registered and renewed on an annual basis.

Trademarks and Patents

We have applied for and received a registered trademark of our logo in Italy, No.

Of the above-listed restaurants,

all are larger and have significantly greater financial resources than we currently have available.

We are subject to various

federal, state, and local laws affecting our business.

Our restaurants must comply with licensing and regulation by a number of governmental

authorities, which include health, sanitation, safety, and fire agencies in the state or municipality in which the restaurant is located.

In addition, we must comply with various state laws that regulate the franchisor/franchisee relationship.

We are also subject to

federal and state laws governing employment and pay practices, overtime, tip credits, and working conditions.

The bulk of our employees

are paid on an hourly basis at rates related to the federal and state minimum wages.

In addition, we are subject

to federal and state child labor laws which, among other things, prohibit the use of certain “hazardous equipment” by employees

18 years of age or younger.

Our facilities must comply

with the applicable requirements of the Americans with Disabilities Act of 1990 ("ADA") and related state accessibility statutes.

Under the ADA and related state laws, we must provide equivalent service to disabled persons and make reasonable accommodation for their

In addition, when constructing or undertaking remodeling of our restaurants, we must make those facilities accessible.

the ADA, we could be required to expend funds to modify our restaurants to better provide service to or make reasonable accommodation

for the employment of disabled persons.

We continue to monitor our facilities for compliance with the ADA in order to conform to its requirements.

We believe future expenditure for such compliance would not have a material adverse effect on our operations.

As a franchisor, we will

be soliciting prospects for franchises and are subject to federal and state laws pertaining to franchising.

These laws require that certain

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

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

We are subject to laws relating to information

security, privacy, cashless payments and consumer credit protection and fraud.

An increasing number of governments and industry groups

worldwide have established data privacy laws and standards for the protection of personal information, including social security numbers,

financial information (including credit and debit card numbers) and health information.

We have applied for and

received a registered trademark of our logo in Italy, No.

This trademark expires in September 2029.

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

States Patent and Trademark Office) Serial No.

This trademark expires in August 2026.

Both trademarks are subject to automatic

renewal if the Company pays the renewal fees.

We are a smaller reporting company and not required to include this disclosure in this Report.

UNRESOLVED STAFF COMMENTS

We have also obtained

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

This trademark

expires in August 2026.

Both trademarks are subject to automatic renewal upon payment of renewal fees.

The 2023 National Restaurant

Association State of the Restaurant Industry report examines key factors impacting the industry including the current state of the economy,

operations, workforce, and food and menu trends to forecast sales and market trends for the year ahead.

The report is an authoritative

look at the industry and its opportunities based on a range of national surveys of restaurant owners, operators, chefs, and consumers.

Key findings illustrating

the industry’s economic conditions include:

Growth will continue:

The foodservice industry is forecast to reach $997 billion in sales in 2023, driven in part by higher menu prices;

Industry help wanted:

The foodservice industry workforce is projected to grow by 500,000 jobs, for total industry employment of 15.5 million by the end of 2023;

Building on a Solid Foundation:

For 70% of operators, business conditions have settled into or are on the path to their new version of normal;

Consumers want restaurant experiences:

84% of consumers say going out to a restaurant with family and friends is a better use of their leisure time than cooking and cleaning up;

Rising costs create challenges:

92% of operators say the cost of food is a significant issue for their restaurant.

Competition is heating up:

In 2023, 47% of operators expect competition to be more intense than last year.

“The restaurant

and foodservice industry is fueling the American economy.

Our hiring rate and wage increases are outpacing the overall private sector,

and this year our industry will contribute nearly $1 trillion to the economy,” said Michelle Korsmo, president & CEO of the

National Restaurant Association.

“The 2023 State of the Restaurant Industry report offers an in-depth analysis of what’s driving

this growth and the tremendous opportunities for restaurant owners, operators, and team members who want to grow their businesses and

expand their careers.”

Pandemic Pivots become

The temporary “pivots”

developed during the pandemic — expanded delivery services, outdoor dining options, to-go alcohol offerings, and investments in

technology — are the foundation of the industry’s “new normal.” At least 4 in 10 operators in each of the three

limited-service segments — quick service, fast casual, and coffee and snack — believe the addition of drive-thru lanes will

become more common in 2023.

For others, outdoor dining and alcohol-to-go are becoming table stakes.

Across all six major segments, more

than 9 in 10 operators plan to continue offering outdoor seating and the same number of operators are also likely to continue offering

alcohol-to-go, if their jurisdiction allows it.

Despite widespread investment

in technology in the last few years, the restaurant industry is still far from becoming a tech-centric sector.

Most operators still consider

their use of technology as mainstream rather than leading edge.

In 2023, many operators

want to keep moving toward the edge, with more than 4 in 10 planning investments in equipment or technology to increase front- and back-of-the-house

productivity.

These investments are anticipated mostly in the order and payment space, rather than automated systems or robots that prepare

and serve food.

Other operational takeaways include:

Among fine-dining restaurants

that offered delivery during the pandemic, 79% added it for the first time;

8 in 10 of those plan to continue.

Two-thirds of adults

say they’re more likely to order takeout food from a restaurant than they were before the pandemic.

Off-premises-only locations

are expected to grow in popularity;

more than 4 in 10 limited-service operators think they will be more common this year.

69% of adults say they

like the option to dine outside.

An Industry of Opportunity

The restaurant and foodservice

industry added 2.8 million jobs over the past 24 months, bringing the industry total to 15 million at the end of 2022;

however, the foodservice

industry remains 400,000 jobs below pre-pandemic levels.

Most restaurant operators

will be actively looking to boost staffing levels in 2023, while carefully balancing staffing needs with business conditions.

percent of operators say they’ll likely hire additional employees during the next 6–12 months if qualified applicants are

Key figures on the restaurant workforce include:

Between 2023 and 2030,

the foodservice industry is projected to add an average of roughly 150,000 jobs a year, with total staffing levels projected to reach

16.5 million by 2030.

Only 1 in 10 operators

think recruiting and retaining employees will be easier in 2023 than it was in 2022.

The restaurant industry

has long been the primary training ground for new entrants to the workforce and in 2022, nearly a quarter of jobs were filled by first-time

58% of operators say

using tech and automation to alleviate labor shortages will become more common in their segment in 2023;

however, technology is generally

complementary to human labor and primarily intended to enhance rather than replace workers in the restaurant industry.

Flexibility to Accommodate

Rising Food Costs and All-Hours Dining

Demand for restaurant

experiences remains strong among consumers who are hungry to connect over shared meals.

Operators are taking creative cost-saving approaches

to temper elevated expenses, including food, labor, occupancy, and utilities, by streamlining their menus.

With the rise of remote work

blurring traditional meal times, operators are focusing on new opportunities to entice customers at all hours with engaging offerings,

including off-hours or slow-day value deals, flexible pricing, multi-course meal bundles, meal kits and subscriptions, apparel, and more.

Meanwhile, many operators plan to add to their menus more healthier and nutritious meal options, eco-friendly items, and dishes tailored

to takeout in 2023.

Key data points on food and beverage trends include:

93% of operators say

their restaurant’s total food costs are higher than they were in 2019.

A majority of operators

across all segments expect to keep their menus in 2023 similar in size to last year.

69% of adults say they

are likely to purchase a meal kit (measured ingredients with cooking instructions), including more than 8 in 10 Gen Z adults and millennials.

Eco-friendly business

practices continue to draw consumers, especially millennials.

“As the restaurant

industry adapts to a new normal, operators’ ability to be flexible and diversify their operations is essential to thriving,”

said Hudson Riehle, senior vice president of Research for the National Restaurant Association.

“With profitability under pressure,

operators are launching new business models within the industry, re-engineering current concepts, and allocating more space to off-premises

business in order to satisfy customers in 2023.”

We currently have 3 full-time

Our officers and directors are not employees of the Company, but they are performing services for the Company.

We do not have

any part-time employees.

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

We believe our relationship

with our employees is excellent in most cases.

We require all our employees and consultants to sign a confidentiality and non-disclosure

Our success relies on our ability to hire additional employees, particularly on the local sales side.

We believe there are

numerous quality people to choose from throughout our area of targeted expansion.

We anticipate that once

we grow, we will require a franchise director and a Chief Financial Officer/Controller, as well as various administrative support personnel.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business