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Item 8. Financial Statements and Supplementary Data

2024-07-15 compared with 2023-03-31 · 713 added, 572 removed, 209 unchanged (86% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the Financial Statements, the notes thereto, and the Report of Independent

Public Accountants thereon commencing at page F-1 of this Report, which Financial Statements, notes and report are incorporated herein

by reference.

STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to

the Financial Statements, the notes thereto, and the Report of Independent Public Accountants thereon commencing at page F-1 of this Report,

which Financial Statements, notes and report are incorporated herein by reference.

Index to Consolidated Financial Statements

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Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

Consolidated Statement of Shareholders’ Equity for the Two Years Ended December 31, 2021

Consolidated Statement of Changes in

Stockholders’ Deficit for the Two Years Ended December 31, 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors

of Kisses From Italy, Inc.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

VICTOR MOKUOLU, CPA PLLC

Accounting | Advisory | Assurance & Audit |

To the Board of Directors and

Stockholders of Kisses From Italy Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Kisses From Italy, Inc.

as of December 31, 2022 and 2021, the related statements of operations, stockholders' equity

(deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles

generally accepted in the United States.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements, the Company has

suffered recurring losses from operations and has a significant accumulated deficit.

In addition, the Company continues to experience

negative cash flows from operations.

These factors raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 3.

The financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

We have audited the accompanying consolidated balance

sheet of Kisses From Italy Inc.

(“the Company”) as of December 31, 2023, and the related consolidated statements of operations,

changes in stockholders' deficit, and cash flows, for the year then ended, and the related notes (collectively referred to as the financial

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with

accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company's ability

to continue as a Going Concern

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3, Going Concern and Liquidity, to the

financial statements, the Company has an accumulated deficit of $19,577,936 for the year ended December 31, 2023, and had working capital

deficit of $789,627 at December 31, 2023.

These factors raise substantial doubt about its ability to continue as a going concern.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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of the Company’s management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S.

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to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

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Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

Our audit included performing procedures to

assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Borgers CPA PC (PCAOB ID 5041)

We have served as the Company's auditor since

March 30, 2023

The audit of the consolidated balance sheet

of Kisses From Italy Inc.

as of December 31, 2022, the related consolidated statement of operations, changes in stockholders' deficit,

and cash flows, for the year then ended, and the related notes for the year then ended was completed by BF Borgers CPA PC.

We have served

as the Company’s auditor since 2024.

/s/ Victor Mokuolu, CPA PLLC

Houston, Texas

July 15, 2024

Kisses From Italy Inc.

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Right of use assets

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

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Lease liability - short term

Notes payable

Notes payable - related party

Convertible notes

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Total current liabilities

Notes payable - long term-related party

Lease liability - long term

Notes payable-long term

Convertible notes -long term

Total liabilities

Commitments and contingencies

Stockholders' Equity (Deficit):

Stockholders’ Deficit:

Preferred stock, Series A $ 0.001

shares authorized;

zero 0 shares

shares issued and outstanding

zero shares issued and outstanding

Preferred stock, Series B $ 0.001

shares authorized;

zero 0 shares

shares issued and outstanding

Preferred stock, Series C, $ 0.001 par value 1,000,000 shares

zero shares issued and outstanding

Preferred stock, Series C, $ 0.001 par value 1,000,000 shares authorized;

175,080 shares and 145,080 shares issued and outstanding as of December 31, 2023 and December 31 2022, respectively

Common stock, $ 0.001 par value, 650,000,000 shares authorized;

189,216,582 and 180,913,582 shares

issued and outstanding as of December 31, 2022 and December 31, 2021, respectively

336,763,187 and 189,216,582 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

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( 14,706,391 )

Total Kisses From Italy Stockholders' Deficit

Total Kisses From Italy Inc.

Stockholders’ Deficit

Non-controlling interest

Total stockholders' (deficit) equity

Total liabilities and (deficit) equity

Total Stockholders’ deficit

Total liabilities and deficit

The accompanying notes are an integral part of the consolidated financial statements.

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Depreciation and amortization

Executive and stock based compensation-related party

Stock based compensation-related party

Stock based compensation

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Total operating expenses

Income (loss) from operations

Loss from operations

( 3,561,510 )

Interest (expense)

( 1,455,389 )

Other income (expense)

Interest income (expense), net

Gain on the extinguishment of debt

Change in the fair value of the derivative liability

Total other income (expense)

Income (loss) before income taxes

Total other (expense)

( 1,310,036 )

Loss before income taxes

( 4,871,545 )

Provision for income taxes (benefit)

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$ ( 847,385 )

Basic earnings (loss) per common share

Diluted earnings (loss) per common share

Weighted -weighted average number of shares outstanding:

Basic and diluted

Basic (loss) per common share

Diluted (loss) per common share

Weighted average number of shares outstanding:

The accompanying notes are an integral part of the consolidated financial statements.

Kisses from Italy

Consolidated Statements of Changes in Stockholders' Equity (Deficit)

Kisses from Italy Inc.

Consolidated Statements of Changes in Stockholders’ Deficit

Preferred Stock

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Preferred Stock

Total Stockholders’

Balance, December 31, 2021

$ ( 8,916,893 )

$ ( 172,350 )

Issuance of common stock in private placement

Stock based compensation

Issuance of Series C Preferred Stock

Conversion of Series C Preferred to Common stock

Issuance of common stock for services

Issuance of stock options for services

Issuance of common stock as financing commitment shares

Conversion of convertible notes and accrued interest into common stock

Issuance of warrants in connection with debt

Non-controlling interest, net income (loss)

Net income (loss)

( 4,942,113 )

Balance, December 31, 2022

Stockholders’

Balance, December 31, 2021

$ ( 13,859,006 )

Stock based compensation

Issuance of Series C Preferred Stock

Conversion of Series C Preferred to Common stock

Issuance of common stock as financing commitment shares

Conversion of convertible notes and accrued interest into common stock

Issuance of warrants in connection with debt

Non-controlling interest, net income (loss)

Balance, December 31, 2022

$ ( 14,706,391 )

$ ( 610,962 )

The accompanying notes are an integral part of the consolidated financial statements.

Kisses from Italy Inc.

Consolidated Statements

of Changes in Stockholders' Equity (Deficit) (continued)

Consolidated Statements of Changes in Stockholders’ Deficit

Preferred Stock

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Preferred Stock

Total Stockholders’

Balance, December 31, 2022

Stock based compensation for services

Common stock issued for accounts payable

Issuance of common stock as financing commitment shares

Conversion of convertible notes and accrued interest into common stock

Issuance of warrants for financing

Stock based compensation for- services related party

Sale of common shares pursuant to the Company’s equity line of credit

Issuance of preferred shares to pay accrued interest

Warrant exercises for commitment fees

Noncontrolling interest

Balance December 31, 2023

Stockholders’

Balance, December 31, 2022

$ ( 14,706,391 )

Non-controlling interest, net income (loss)

Stock based compensation

Issuance of Series C Preferred Stock

Conversion of Series C Preferred to common stock

$ ( 610,962 )

Stock based compensation for services

Common stock issued for accounts payable

Issuance of common stock as financing commitment shares

Conversion of convertible notes and accrued interest into common stock

Issuance of warrants in connection with debt

Issuance of warrants for financing

Stock based compensation for- services related party

Sale of common shares pursuant to the Company’s equity line of credit

Issuance of preferred shares to pay accrued interest

Warrant exercises for commitment fees

Noncontrolling interest

( 4,871,545 )

( 4,878,545 )

Balance December 31, 2023

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Consolidated Statements of Cash Flows

Cash flows from operating activities of continuing operations:

Cash flows from operating activities:

$ ( 4,871,545 )

$ ( 847,385 )

Net income (loss) attributable to non-controlling interest

Adjustments to reconcile net loss to cash used in operating activities:

Balances attributable to non-controlling interest

Depreciation and amortization

(Gain) on the extinguishment of debt

Stock-based compensation

Stock-based compensation for services

Change in the fair market value of derivative liability

Issuance of financing commitment shares

Issuance of financing commitment warrants

Beneficial conversion feature of Preferred C Stock

Issuance of financing commitment warrants and exercises

Changes in operating assets and liabilities:

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Net cash (used in) operating activities

Cash flows used in investing activities:

Cash flows from investing activities:

Purchase of fixed assets

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Cash flows from financing activities:

Proceeds from convertible notes - net of conversions

Proceeds from notes payable

Proceeds from the sale of common stock

Proceeds from equity line

Proceeds from notes payable-related party

Repayment of notes payable-related party

Proceeds from convertible notes

Repayment of convertible notes

Proceeds from the sale of preferred stock

Net cash provided by financing activities

Net increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

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Conversion of convertible notes and accrued interest into common stock

Reduction of accounts payable and accrued interest with common stock

The accompanying notes are an integral part of the consolidated financial statements.

KISSES FROM ITALY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION

Kisses From Italy Inc.

(the “Company”) was incorporated in Florida on March

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 are 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

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 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.

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.

(the “Company”)

was incorporated in Florida on March 7, 2013.

The Company’s accounting year-end is December

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

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 locations are now open and are

operating at near pre-Covid revenue levels.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The 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.

NOTE 2 – SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Basis of Presentation and Principles of

Consolidation

The 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.

All intercompany accounts and transactions are eliminated in consolidation.

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 store on September 30, 2023 but remained

as an operating entity.

Management is actively evaluating current market

conditions and exploring the possibility of relocating our operations to other areas within South Florida.

This decision stems from our

ongoing commitment to strategic growth and optimizing our operational footprint.

The consideration to relocate is driven by several factors,

including but not limited to:

Market Dynamics:

Analysis of market trends and

opportunities suggests potential advantages in certain geographic locations within South Florida that align more closely with our strategic

Operational Efficiency:

Evaluating alternative

locations may provide opportunities to enhance operational efficiency, reduce costs, and improve service delivery to our customers.

Infrastructure and Resources:

Assessing the availability

of suitable infrastructure, resources, and talent pool in different areas to support our long-term growth plans.

At this time it has not been considered discontinued

operations in accordance with ASC 205-20 because the division has not been disposed of nor is disposal in the plan.

Use of Estimates

The preparation of 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 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, purchase

price allocation of acquired businesses, impairment of long-lived assets and goodwill, 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 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 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.

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 December 31, 2022, and December 31, 2021, our trade receivables amounted to $ 13,470

and $ 12,900 respectively, with an allowance for doubtful accounts of $- 0 - for both periods.

The preparation of 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 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 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 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 December 31, 2023, and December 31, 2022,

our trade receivables amounted to $ 5,117

and $ 13,470 respectively, with an allowance for doubtful

accounts of $- 0 - for

both periods.

Other Receivables

Other receivables are comprised of three components, a receivable from a franchisee, and

a receivable from the government for Employee Retention Credits (“ERC”) and Value Added Tax at the Company’s Bari location

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 December 31, 2022 and December 31, 2021 the Company had ERC credits receivable of $ 27,190

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 December 31, 2022 and December 31, 2021, respectively, the Company had a VAT net receivable from

its Bari location amounting to $- 0 - and $ 4,839 , 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 December 31, 2022 and December 31, 2021 the balance on the franchisee

receivable was $ 22,000 and $- 0 -, respectively.

As of December 31, 2023, the balance of

other receivables was $ 0 .

Foreign Currency Translation

The functional and reporting currency of the Company’s Bari location in Italy is the

Management has adopted ASC 830 “Foreign Currency Matters” for transactions that occur in foreign currencies.

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 occurred.

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

Average monthly rates are used to translate revenues and expenses.

To date, this difference has been immaterial for the Bari

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.

Revenue Recognition

The Company recognizes revenue under the guidelines

Sales, as presented in the Company’s consolidated statement of earnings, represent franchise revenue;

Sales, as presented in the Company’s consolidated statement of operations, represent franchise revenue;

and food and beverage

product 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:

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:

Identify the contract with the client,

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Our restaurant business represented approximately 95 % of our revenue for the years

ended December 31, 2022 and 2021

ended December 31, 2023 and December 31, 2022.

For our branded retail products goods sold in

Cana the Company receives a detailed purchase order from grocery store retailers that specifies the goods ordered, their price, payment

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.

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Non-controlling interest

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.

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 December 31, 2022 and December 31, 2021, the Company cash equivalents

totaled $ 324,493

and $ 139,485 ,

respectively.

The Company considers all highly liquid temporary

cash investments with an original maturity of three months or less to be cash equivalents.

On December 31, 2023 and December 31, 2022,

the Company’s cash equivalents totaled $ 24,842 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.

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 results of operations.

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:

Estimated useful lives of property

Schedule of estimated useful lives of property

Computers, software, and office equipment

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Lesser of lease term or estimated useful life

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

financial statements.

The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements.

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

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 consolidated financial statements.

The Company adopted this guidance on January

1, 2021 which had no impact on the Company’s 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 December 31, 2022 and December 31, 2021 the balance of the derivative

liability was $ 73,398 and $- 0 -, respectively.

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

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 December 31, 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.

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.

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.

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

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 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

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.

guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption

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

The ASU defers the effective dates for the credit losses, derivatives, and lease standards for certain companies.

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.

As of December

31, 2023, we have one operating lease on a month-to-month basis.

As a result, we reduced the right of use assets and lease liabilities

to $- 0 - as of December 31, 2023.

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

March 31, 2022 we wrote off $1,951 alcoholic beverage inventory since the Bari location had been closed since the onset of Covid in

The balance of inventory at December 31, 2022 and December 31, 2021 was $ 14,359

and $ 5,270 , respectively.

The balance of inventory on December 31, 2023 and December

31, 2022 was $ 11,917 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 years ended June 30,

2022, and June 30, 2021, all of its outstanding stock options, warrants, and shares issuable if convertible notes or Preferred C shares

was converted to common stock;

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 years ended December 31, 2023 and December 31, 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 calucated and are

excluded from the calculation of net loss per share.

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

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 financial

statements and financial statement disclosures.

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

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.

Company adopted this guidance on January 1, 2022.

In June 2016, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2016-13, Financial Instruments—Credit Losses

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 consolidated financial statements and financial statement disclosures.

NOTE 3 – GOING CONCERN AND LIQUIDITY

As of December 31, 2022 the Company had cash on hand of $ 324,493

and an accumulated deficit of $ 14,706,391 .

Management has concluded that these 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.

As of December 31, 2023 the Company had cash on

hand of $ 24,842 , negative working capital of $ 789,627 and an accumulated deficit of $ 19,577,936 .

Management has concluded that these

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 December 31, 2022 and December 31, 2021, the Company had $ 3,687

in property and equipment, all located at its Bari location in Italy.

As of December 31, 2022 all property and equipment and

leaseholds at its US locations had been fully depreciated.

As of December 31, 2023 and December 31, 2022,

the Company had $- 0 - and $ 3,687 in property and equipment respectively.

As of December 31, 2023 all property and equipment and leaseholds

at its US locations had been fully depreciated.

Also, as of the December 31, 2023 and 2022 we had $ 40,852 of equipment not in service.

NOTE 5 – ACCRUED LIABILITIES

The following table sets forth the components of the Company’s accrued liabilities

on December 31, 2022 and December 31, 2021.

The following table sets forth the components

of the Company’s accrued liabilities on December 31, 2023 and December 31, 2022.

Schedule of accrued and other liabilities

3 unchanged sentences

Total accrued liabilities (1)

The Company is in arrears on its payroll tax payments as of December 31, 2022.

As of December

31, 2022 and December 31, 2021 “payroll tax liabilities” was approximately $ 38,557 and $ 56,549 in interest and penalties,

respectively.

NOTE 6 – PROMISSORY NOTES PAYABLE

As of December 31, 2022 and December 31, 2021, the balance of notes payable was $ 262,171

and $- 0 -, respectively.

The December 31, 2022 balance is comprised of two unsecured 8 % notes payable amounting to $ 12,171 that mature

in September 2023, and an 8%, $ 250,000 unsecured loan that matures on July 13, 2022.

NOTE 7 – CONVERTIBLE NOTES AND DERIVATIVE LIABILITY

As of December 31, 2022 and December 31, 2021, the outstanding principal balance of convertible

notes was $ 488,400 and $ 10,000 , respectively.

The balance of the derivative liability was $ 73,398 and $- 0 -, 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

_________________

(1) As of December 31, 2023 the Company had no payroll tax liabilities.

NOTE 6 – PROMISSORY NOTES PAYABLE-RELATED PARTIES

As of December 31, 2023 and December 31, 2022,

the balance of notes payable was $ 352,497 and $ 262,171 , respectively.

The balance as of December 31, 2023 is comprised of three unsecured 8 %

notes payable amounting to $ 250,000 , $ 58,507 , and $ 43,990 extended to the Company by a significant shareholder of the Company that matures

on July 13, 2024 .

NOTE 7 – CONVERTIBLE NOTES

As of December 31, 2023 and December 31, 2022,

the outstanding principal balance of convertible notes was $ 425,000 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”).

5 unchanged sentences

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.

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

2 unchanged sentences

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 ,

warrants exercisable for five 5

years at $ 0.12 per

Using the Black Scholes model, the Company recording a financing expense of $ 3,214

for these warrants.

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.

On July 26, 2022 the Company entered into a $ 70,000 convertible note agreement with a maturity

date of July 26, 2023 with Diagonal Lending.

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.

The Company considered the current FASB guidance of “Contracts in Entity’s Own

Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless

of the probability of whether or not within the issuers’ control means the instrument is not indexed to the issuer’s own stock.

Accordingly, the Company determined that the conversion prices of the Notes were not a fixed amount because they were either subject to

an adjustment based on the occurrence of future offerings or events or the conversion price was variable.

As a result, the Company determined

that the conversion features of the Notes were not considered indexed to the Company’s own stock and characterized the fair value

of the conversion features as derivative liabilities upon issuance.

The fair value of the Company’s derivative liability of $ 73,398 as of December 31,

2022 was estimated using the Black-Scholes-Merton Option Pricing model with a volatility of 208.3%, exercise price of $0.0084, using a

one-year T-bill rate of $4.73%.

During the three months ended December 31, 2022, Talos victory fund converted $ 71,600

in principal and $ 19,800

in accrued interest into 3,696,000

shares at a conversion price of $ 0.025 .

Since the Company stock price was $0.0157 at the time of the conversion, the Company recorded a gain on the extinguishment of debt of

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 .

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.

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

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

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

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

NOTE 8 – STOCKHOLDERS EQUITY

The Company has authorized 300,000,000 shares of common stock.

On December 31, 2022 and

December 31, 2021, there were 189,216,582 and 180,913,582 shares of common stock issued and outstanding, respectively, with a $ 0.001 par

value per share.

During the year ended December 31, 2022, the Company issued the following shares of stock:

The Company has authorized 650,000,000 shares

of common stock.

On December 31, 2023 and December 31, 2022, there were 336,763,187 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 December 31,

2023, the Company issued the following shares of common stock:

22,000,000 shares were issued for related party services which were valued at $ 286,000

411,034 shares were issued for services which were valued at $ 5,343

6,954,545 shares were issued as commitment fees with the exercise of warrants which were valued at $ 79,977

3,800,000 shares valued at $ 52,700 were issued upon the conversion of convertible notes and accrued interest

850,000 shares valued at $ 17,000 were issued upon the conversion of accounts payable

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 unchanged sentence

3,696,000 shares upon the conversion of convertible notes valued at $ 58,027

During the year ended December 31, 2021, the Company issued the following shares of common

14,000,000 shares to its executive officers valued at $ 1,987,200

4,408,334 shares to service providers valued at $ 538,568

1,750,000 shares to accredited investors for gross proceeds of $ 175,000

5,922,903 shares upon the conversion of Series C Stock

These shares were valued based on the trading price of the Company’s stock on the

date of approval of the respective share issuances by the Company’s Board of Directors times the number of shares issued.

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:

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.

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

There were no shares of Series A Stock outstanding as of December 31, 2022 and

December 31, 2021.

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.

A Stock ranks pari passu with the Series C Stock.

There were no shares of Series A Stock outstanding

as of December 31, 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

The holders of the Series B Stock shall not be entitled to voting rights except as otherwise provided by applicable law.

holders of Series B Stock are not entitled to dividends until and unless determined by the Board.

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.

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 December 31, 2022.

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 December 31, 2023, or December 31, 2022.

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.

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

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 December 31, 2022 and December 31, 2021 there were 145,080 and 240,080 shares of Series

C Stock outstanding, respectively, which were purchased at a price of $ 1.00 per share.

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 at December 31, 2022 and December 31, 2021.

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.)

Balance January 1, 2021

Warrants issued

Warrants exercised

Warrants forfeited

December 31, 2021

Warrants issued

Warrants exercised

Warrants forfeited

Balance December 31, 2022

As of December 31, 2022 the outstanding stock

purchase warrants had an aggregate intrinsic value of $0.

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 December 31, 2023, and December 31, 2022

there were 175,080 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

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

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

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,

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.

Stock Options

2 unchanged sentences

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.

These options have a remaining life of 8.5 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.

NOTE 9 – LEASES

As of December 31, 2021 the Company had three operating restaurants.

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-Palm Sea Royal LLC based in Pompano Beach, Florida leases approximately 2,300 square feet for $ 3,933 per month.

The Company has a one-year automatic renewal provision for this lease on May 1 st of each year under the same terms.

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.

have agreed no rent payments will be submitted, until new terms are agreed upon.

During the three months ended March 31, 2022, 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 year ended December 31, 2022 and 2021, the Company recorded rent expenses related

to lease obligations of $ 133,526 and $ 130,198

respectively.

Rent expenses related to lease obligations in operating expenses in the Company’s statement of operations.

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 December 31, 2023, these options had no intrinsic value.

NOTE 9 – SUBSEQUENT EVENTS

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 (10 th ) 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.

During March 2023, three convertible noteholders

converted $259,800 of debt and accrued interest into 10,552,000 shares of the Company’s common stock.

Additionally, subsequent to December 31, 2022

the Company issued 6,451,952 common shares to service providers and 4,000,000 shares pursuant to financing arrangements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE

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.

Additionally, Scott Conant

resigned from the board of directors of the Company effective immediately.

On February 9, 2024,

the “Company” received the letter (the "Notification Letter") from OTC Markets, Inc.

notifying the Company that

its bid price has closed below $0.01 for more than 30 consecutive calendar days and that the Company no longer meets the Standards for

Continued Eligibility for OTCQB (the “OTCQB Standards”), which requires maintaining proprietary priced quotations published

by a Market Maker in OTC Link with a minimum closing bid price of $0.01 per share on at least one of the prior 30 consecutive calendar

days (the “Minimum Closing Bid Price”).

The Notification Letter

states that pursuant to Section 4.1 of the OTCQB Standards, the Company was granted a cure period of 90 calendar days, or until May 9,

2024, to regain compliance with the Minimum Closing Bid Price under the OTCQB Standards.

To continue trading on the OTCQB marketplace,

the closing bid price for the Company’s common stock must be $0.01 or greater for 10 consecutive trading days during this 90-day

On May 6, 2024, OTC Markets granted the Company

an additional cure period to regain compliance with the Minimum Closing Bid Price by July 12, 2024.

In addition, OTC Markets granted the

Company the cure period under the OTCQB Standards to file the annual report on form 10-K for the year ended December 31, 2023, and the

quarter report on Form 10-Q for the period ended March 31, 2024, with the Commission by July 12, 2024.

The Company intends to regain compliance

with these OTCQB Standards by July 12, 2024.

On February 26, 2024, the Company dissolved its

subsidiary, The Ponte San’gwich Shoppe and Italian Deli.

On February 23, 2024, the Company issued 600,000

shares of Series A Preferred voting stock to each of Mr.

Ferri and Mr.

On January 26, 2024, the Company sold 2,346,674

shares through the Company’s equity line of credit for net proceeds $10,483 and an interest and fee expense of $5,567.

On February 14, 2024, the Company sold 16,921,582

shares through the Company’s equity line of credit for net proceeds $14,582.89 and an interest and fee expense of $21,697.

On February 28, 2024, 16,888,888 shares valued

at $19,000 were issued to Jefferson Street Capital upon the conversion of convertible notes, accrued interest and fees.

Effective as of May 3,

2024, Kisses from Italy Inc.

dismissed BF Borgers CPA P.C.

(“BF Borgers”) as its independent registered public accounting

The decision to change independent registered public accounting firms was made with the recommendation and approval of the Company’s

board of directors.

BF Borgers had served

as the Company’s independent auditor since 2018.

BF Borgers’ audit reports on the Company’s consolidated financial statements

as of and for the fiscal years ended December 31, 2022 and December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion

and were not qualified or modified as to audit scope or accounting principles, except that such reports included explanatory paragraphs

with respect to the Company’s ability, in light of its accumulated losses and negative cash flows from operations, to continue as

a going concern.

During the fiscal years

ended December 31, 2022 and 2021, and the subsequent interim period through the date of this report, there were no disagreements, as that

term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and BF Borgers on any matter of accounting principles or

practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to BF Borgers’ satisfaction,

would have caused BF Borgers to make reference to such disagreements in its audit reports.

During the fiscal years

ended December 31, 2022 and 2021, and the subsequent interim period through the date of this report, there were no reportable events within

the meaning of Item 304(a)(1)(v) of Regulation S-K.

Securities and

Exchange Commission (the “SEC”) has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it

agrees with the statements herein, the Company may indicate that BF Borgers is not currently permitted to appear or practice before the

SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings pursuant to Section

8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s

Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 2024.

Effective as of May 16,

2024, the Board of Directors of the Company unanimously approved the engagement of Victor

Mokuolu, CPA PLLC (“Victor Mokuolu”) as the Company’s independent registered

public accounting firm for the fiscal year ended December 31, 2023 and to review the Company’s unaudited financial information

for each of the three quarters, March 31, 2024, June 30, 2024, September 30, 2024.

During the fiscal years ended

December 31, 2023 and 2022, and the subsequent interim period through the date of this report, neither the Company nor anyone on its behalf

has consulted with Victor Mokuolu regarding either (a) the application of accounting

principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s

financial statements, and neither a written report was provided nor oral advice was provided to the Company that Victor Mokuolu concluded

was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue;

or (b) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related

instructions thereto) or a reportable event (as described in paragraph 304(a)(1)(v)) of Regulation S-K).

CHANGES IN AND DISAGREEMENTS WITH

ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data