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Item 9A. Controls and Procedures

2024-07-15 compared with 2023-03-31 · 350 added, 303 removed, 82 unchanged (89% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our principal executive

officer and principal financial officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined

in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end

of the period covered by this Report.

These controls are designed to ensure that information required

to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and

reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information

is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow

timely decisions regarding required disclosure.

Based on this evaluation, our management, including our principal

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

Controls and Procedures

Disclosure Controls

and Procedures

Our management, with

the participation of our principal executive officer and principal financial officer, have evaluated the effectiveness of our disclosure

controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”) as of the end of the period covered by this Annual Report.

These controls are designed

to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is

recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission,

and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial

officer, to allow timely decisions regarding required disclosure.

Based on this evaluation,

our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and

procedures were effective as of December 31, 2023.

Inherent Limitations

Our management, including our principal executive officer and principal

financial officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud.

A control system,

no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there

can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Further, the design

of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative

to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that

all control issues and instances of fraud, if any, within our company have been detected.

These inherent limitations include the realities

that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake.

In particular, many

of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in

erroneous reporting of financial data.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting

during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

This Annual Report does not include an attestation report of our

registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation

by our registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers”

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

Management Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control

over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act.

Those rules define internal control

over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those

policies and procedures that:

Our management, including

our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures will prevent

all error and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance

that the objectives of the control system are met.

The design of any system of controls is based in part upon certain assumptions about

the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential

future conditions.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits

of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls

can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

These inherent

limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error

In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor

system weakness has resulted in erroneous reporting of financial data.

Changes in Internal

Control over Financial Reporting

There were no changes

in our internal control over financial reporting during our fourth fiscal quarter that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

This Annual Report does

not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

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

not “large accelerated filers” or “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection

Report on Internal Control over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated

under the Exchange Act.

Those rules define internal control over financial reporting as a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles and includes those policies and procedures that:

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

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

Because of its inherent limitations, internal controls over financial reporting may not

prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as

of December 31, 2022.

In making this assessment, our management used the criteria established in Internal Control-Integrated Framework

issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013.

Based on its assessment, management has concluded that as of December 31, 2022, our disclosure

controls and procedures and internal control over financial reporting were effective.

This Annual Report does not include an attestation report of our registered public accounting

firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public

accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s

report in this Annual Report.

Because of its inherent

limitations, internal controls over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Management assessed the

effectiveness of our internal control over financial reporting as of December 31, 2022.

In making this assessment, our management used

the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO) 2013.

Based on its assessment,

management has concluded that as of December 31, 2023, our disclosure controls and procedures and internal control over financial reporting

were effective.

This Annual Report does

not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange

Commission that permit us to provide only management’s report in this Annual Report.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

During the quarter

ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

DIRECTORS, EXECUTIVE OFFICERS

AND CORPORATE GOVERNANCE

The following table sets forth information

regarding our executive officers and directors:

Michele Di Turi

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Chief Operating Officer and Director

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

Each executive officer serves at the pleasure of the Board of Directors

Michele Di Turi has been our Co-Chief Executive Officer, President and a director since

our inception in March 2013.

Our directors are elected for a term of one

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

Each executive officer serves at the pleasure of the Board

of Directors.

The above-listed officers

and directors will serve until the next annual meeting of the shareholders or until their death, resignation, retirement, removal, or

disqualification, or until their successors have been duly elected and qualified.

Vacancies in the existing Board of Directors are filled

by majority vote of the remaining Directors.

Officers serve at the will of the Board of Directors.

Michele Di Turi has

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

In addition, Mr.

Di Turi has been Chief Operating Officer and a Director of Sunshine Biopharma, Inc., a publicly

held biotech company since October 15, 2009.

Since November 2008, Mr.

Di Turi has also been President of Sunshine Bio Investments, Inc.,

a privately held Canadian corporation engaged in the sale of non-regulated biotechnology and medical products.

Prior thereto, from February

2003 through November 2008, Mr.

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

of customer service.

Di Turi has been

Chief Operating Officer and Director of Sunshine Biopharma, Inc., a publicly held biotech company since October 15, 2009.

Since November

Di Turi has also been President of Sunshine Bio Investments, Inc., a privately held Canadian corporation engaged in the sale

of non-regulated biotechnology and medical products.

Prior thereto, from February 2003 through November 2008, Mr.

Di Turi was employed

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

This experience led to Mr.

Di Turi’s appointment to the Board.

Claudio Ferri has been our Co-Chief Executive Officer, Chief Investment Officer and a director

since our inception in March 2013.

From May 2001 through September 2013, Mr.

Ferri was employed by State Street Global Advisors, Montreal,

Canada as Vice President, Senior Portfolio Manager and Trader where his responsibilities included the management of Canadian government

bonds and provincial/agency investment strategies and trading for active and enhanced fixed income portfolios.

Ferri received a Bachelor

of Commerce degree from Concordia University in 2001 with a major in finance.

Turi’s appointment to the Board.

Claudio Ferri has

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

From May 2001 through

September 2013, Mr.

Ferri was employed by State Street Global Advisors, Montreal, Canada as Vice President, Senior Portfolio Manager and

Trader where his responsibilities included the management of Canadian government bonds and provincial/agency investment strategies and

trading for active and enhanced fixed income portfolios.

Ferri received a Bachelor of Commerce degree from Concordia University in

2001 with a major in finance.

This experience led to Mr.

Ferri’s appointment to

Leonardo Fraccalvieri has been our Chief Operating Officer and a director since our inception

in March 2013.

Previously, from April 2013 through January 2014, he was Business Development Manager at Italy America Chamber of Commerce,

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

Ferri’s appointment to the Board.

Leonardo Fraccalvieri has

served as our Chief Operating Officer and a director since our inception in March 2013.

From April 2013 through January 2014, he served

as the Business Development Manager at Italy-America Chamber of Commerce, West LA, CA, where he was responsible for management of project

development and evaluation of Italian companies seeking to expand in the U.S.

From June 2012 through December 2013, Mr.

Fraccalvieri was a business analyst at 10EQS Management Consulting where he was responsible

for market strategy definition.

From May 2009 through June 2011, he was a Business Development specialist at BusinessviaItaly, where he

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

business opportunities for foreign nationals.

Fraccalvieri attended Universita’ Commerciale Luigi Bocconi Milano and received

an undergraduate degree in Economics of International Market and New Technologies in Milan and a graduate degree from 2 Universita’

Commerciale Luigi Bocconi Milano in Milan where he received a Masters’ degree in International Management and Business Administration,

majoring in Management Consulting and Strategy.

Fraccalvieri was

a business analyst at 10EQS Management Consulting where he was responsible for market strategy.

From May 2009 through June 2011, he was

a Business Development specialist at BusinessviaItaly, where he worked with companies seeking to expand their business internationally

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

Fraccalvieri attended

Universita’ Commerciale Luigi Bocconi Milano and received an undergraduate degree in Economics of International Market and New Technologies

in Milan and a graduate degree from 2 Universita’ Commerciale Luigi Bocconi Milano in Milan where he received a Masters’ degree

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

This experience led to Mr.

Fraccalvieri’s appointment to the Board.

served as a member of the Board of Directors between October 10, 2023 and February 8, 2024.

Board Committees

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

The entire Board participates

in the nomination and audit oversight processes and considers executive and director compensation.

Given the size of the Company and its

stage of development, the entire Board is involved in such decision-making processes.

Thus, there is a potential conflict of interest

in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues

that may affect management decisions.

We are not aware of any other conflicts of interest with any of our executive officers or directors.

Family Relationships

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

I nvolvement in Certain Legal Proceedings

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

Any bankruptcy petition filed by or against such person or any business of which such person was a general partner or

executive officer either at the time of the bankruptcy or within two years prior to that time;

The Company has not established

any committees.

The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation.

Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes.

is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation,

nominations, and audit issues that may affect management decisions.

We are not aware of any other conflicts of interest with any of our

executive officers or directors.

Relationships

There are no family relationships between

any of our officers and directors.

in Certain Legal Proceedings

Our directors and executive officers have

not been involved in any of the following events during the past ten years:

Any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3 unchanged sentences

Being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member.

Director Independence

Our Board is currently composed of three members.

Our Common Stock is not currently listed

for trading on a national securities exchange and, as such, we are not subject to any director independence standards.

No member of our

Board of Directors is considered an independent director.

We evaluated independence in accordance with the rules of The New York Stock

Exchange, Inc., which generally provides that a director is not independent if:

(i) the director is, or in the past three years has been,

an employee of ours;

(ii) a member of the director’s immediate family is, or in the past three years has been, an executive officer

(iii) the director or a member of the director’s immediate family has received more than $120,000 per year in direct compensation

from us other than for service as a director (or for a family member, as a non-executive employee);

(iv) the director or a member of the

director’s immediate family is, or in the past three years has been, employed in a professional capacity by our independent public

accountants, or has worked for such firm in any capacity on our audit;

(v) the director or a member of the director’s immediate

family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves

on the compensation committee;

or (vi) the director or a member of the director’s immediate family is an executive officer of a

company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years,

exceeds the greater of $1,000,000 or 2% of that other company’s consolidated gross revenues.

Once we achieve trading status, of which there can be no assurance, we will insure that

our committees, as well as our Board of Directors, complies with all the requirements of a public company under the auspices of the OTC

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our

officers and directors and persons beneficially owning more than 10% percent of our equity securities ("Reporting Persons")

to file reports of ownership and changes in ownership with the Securities and Exchange Commission.

Based solely on our review of copies

of such reports and representations from the Reporting Persons, we believe that during the year ended December 31, 2022, the Reporting

Persons timely filed all such reports.

Our Board is currently

composed of three (3) members.

Our Common Stock is not currently listed for trading on a national securities exchange and, as such, we

are not subject to any director independence standards.

We determined that no member of our Board of Directors is considered an independent

director as that term is defined by NASDAQ Marketplace Rule 5605(a)(2).

In assessing the independence of the directors, the Board considers

any transactions, relationships and arrangements between our Company and our directors or their affiliated companies.

This review is based

primarily on responses of the directors to questions in a director and officer questionnaire regarding employment, business, familial,

compensation and other relationships with our Company or our management.

Term of Office

Our directors are appointed

for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance

with our bylaws.

Our officers are appointed by our Board and hold office until removed by the Board.

Code of Ethics

Our board of directors has not adopted a code of ethics but plans to do so in the near future.

EXECUTIVE COMPENSATION

The following table sets forth information concerning all cash and non-cash compensation

awarded to, earned by, or paid to our Chief Executive Officer and the other executive officer with compensation exceeding $100,000 during

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

SUMMARY COMPENSATION TABLE

principal position

Stock Awards ($) (1)

Our Board of Directors has not adopted a code

of ethics but plans to do so in the near future.

The following table sets

forth information concerning all cash and non-cash compensation awarded to, earned by, or paid to our Chief Executive Officer and the

other executive officer with compensation exceeding $100,000 during fiscal year ended 2023 and 2022 (each "Named Executive Officer").

SUMMARY COMPENSATION

Name and principal

Awards ($) (1)

Incentive Plan

3 unchanged sentences

Co-CEO and CIO

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

Compensation of Directors

During the year ended December 31, 2022, no compensation has been paid to our directors

in consideration for their services rendered in their capacities as directors.

We have not adopted a stock plan but may do so in the future.

Employment Agreements

None of our executive officers are party to any employment agreement with us.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

The following table lists, as of March 30, 2023, the

number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the

Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of the outstanding common stock;

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

Information relating to beneficial ownership of

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

concepts under the rules of the SEC.

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

or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power,

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

The person is also deemed to be a beneficial owner of any

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

Under the SEC rules, more than one person may

be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which

he or she may not have any pecuniary interest.

Except as noted below, each person has sole voting and investment power with respect to

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

2000, Miami, Florida 33130.

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

shares outstanding.

Class of Shares

Name and Address

Represents a bonus award of 7,000,000 shares for services performed valued at $213,600.00.

Represents a bonus award of 30,000,000 shares for services performed valued at $883,500.00.

do not have any formal agreements or arrangements with our non-employee directors to pay for their services.

We currently have no formal

plan for compensating our directors for their services in their capacity.

Our directors who are not Named Executive Officers received

the following compensation for service to the Board during 2023 and 2022.

Leonardo Fraccalvieri

Scott Conant(2)

Represents a bonus award of 1,000,000 shares for services performed valued at $38,000.00.

Scott Conant was appointed as director on October 10, 2023 and resigned on February 8, 2024.

Represents a bonus award of 10,000,000 shares for services performed valued at $132,800.00

We have not adopted a

stock plan but may do so in the future.

None of our executive

officers are party to any employment agreement with us.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets

forth certain information regarding the ownership of Common Stock as of March 29, 2024 by of (i) each of our current directors, (ii) each

of the Named Executive Officers, (iii) all of our current directors and executive officers as a group, and (iv) each person (or group

of affiliated persons) known to us who owns more than 5% of our outstanding Common Stock.

The beneficial ownership

of our Common Stock is determined in accordance with the rules of the SEC.

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

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

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

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

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

be a beneficial owner of securities as to which he or she may not have any pecuniary interest.

percentage of shares of Common Stock beneficially owned is based on shares of Common Stock outstanding as of March 29, 2024.

Unless otherwise indicated

below each person has sole voting and investment power with respect to the shares beneficially owned and the address for each beneficial

owner listed in the table below is c/o Kisses of Italy Inc., 80 SW 8th St.

Suite 2000, Miami, Florida 33130.

# of Shares Beneficially Owned

Executive Officers

Michele Di Turi (1)(2)

80 SW 8 th St.

Miami, Florida 33130

Claudio Ferri (1)(3)

80 SW 8 th St.

Miami, Florida 33130

Leonardo Fraccalvieri (1)

80 SW 8 th St.

Miami, Florida 33130

All Officers and Directors as a Group (3 persons)

Denis Senecal Holdings

Officer and director of our Company.

Includes 410,000 shares held by Mr.

Denis Senecal

Each person is an executive officer and director

Excludes 600,000 shares of Series A Preferred Stock.

Shares of Series A Preferred Stock are not convertible.

Each share of Series A Stock shall entitle the holder to 300 votes.

Includes 410,000 shares of common stock held in the name of Mr.

Ferri’s wife.

Excludes 15,100 shares

of Series C Stock held by Mr.

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

Ferri’s spouse.

The Series C Stock does not have

voting rights.

Denis Senecal has voting and dispositive authority over these shares.

Change-in-Control Agreements

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

any of its executive officers.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR

Related Party Transactions

During 2020, the Company issued 3,600,000 shares to each of its co-executive officers, which

were valued at $360,000 each.

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

Di Turi, our Co-Chief

Executive Officer, President, and director, as bonus compensation.

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

Ferri, our Co-Chief

Executive Officer, Chief Investment Officer, and director, as bonus compensation.

On September 27, 2021, and October 1, 2021, we issued 692,841 and 4,102,097 shares to Senecal,

a 10% shareholder, upon the conversion of 30,000 and 150,000 shares, respectively of Series C Stock

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

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

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

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

Director Independence

None of our current directors are deemed “independent” pursuant to SEC rules.

We anticipate appointing independent directors in the foreseeable future.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Fees Paid to Independent Registered Public Accounting Firms

The following table presents fees for professional audit services rendered by B F Borgers

CPA PC, our independent auditors, during our fiscal years ended December 31, 2022, and 2021:

Audit Fees consist of fees for professional services rendered for

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

included in our Quarterly Reports on Form 10-Q.

Administration of the Engagement;

Pre-Approval of Audit and Permissible

Non-Audit Services

We have not yet established an audit committee.

Until then, there

are no formal pre-approval policies and procedures.

Nonetheless, the auditors engaged for these services are required to provide and uphold

estimates for the cost of services to be rendered.

The percentage of hours expended on BF Borgers CPA PC’s engagement to audit our

financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s

full-time, permanent employees was 0%.

Excludes 600,000 shares of Series A Preferred Stock.

Shares of Series A Preferred Stock are not convertible.

Each share of Series A Stock shall entitle the holder to 300 votes.

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

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

Ferri’s spouse, and 150,000 shares of common stock of the Company into which shares of Series C Preferred Stock may be converted.

The Series C Preferred Stock does not have voting rights.

Denis Senecal has voting and dispositive power over the shares held by Denis Senecal Holdings.

Change-in-Control

The Company does not

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

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Except as disclosed below,

since the beginning of the last two completed fiscal years, none of the following persons has had any direct or indirect material interest

in any transaction to which our Company was or is a party, or in any proposed transaction to which our Company proposes to be a party:

any director or officer of the Company;

any proposed director or officer of the Company;

any person who beneficially owns, directly or indirectly, more than 5% percent of the voting rights attached to our Common Stock;

any member of the immediate family of any of the foregoing persons (including a spouse, parents, children, siblings, and in-laws).

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

of common stock to Mr.

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

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

of common stock to Mr.

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

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

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

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

of common stock to Mr.

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

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

of common stock to Mr.

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

On June 28, 2023, we issued an aggregate of 26,000,000

shares for related party services which were valued at $980,300, including:

(a) 5,000,000 shares of common stock

issued to Mr.

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

(b) 20,000,000 shares of common stock

issued to Mr.

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

stock issued to Mr.

Fraccalvieri, a director, as bonus compensation.

On July 17, 2023, we issued an aggregate of 30,000,000

shares for related party services which were valued at $1,215,000, including:

(a) 15,000,000 shares of common stock

issued to Mr.

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

(b) 15,000,000 shares of common stock

issued to Mr.

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

On November 9, 2023, we issued an aggregate of

22,000,000 shares of common stock for related party services which were valued at $283,800, including:

(a) 2,000,000 shares issued to Mr.

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

(b) 10,000,000 shares issued to Mr.

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

Conant, our former director and Brand and Development Officer, as bonus compensation.

On February 23, 2024, we issued 600,000 shares

of Series A Stock to each of Mr.

Di Turi and Mr.

PRINCIPAL ACCOUNTING FEES

AND SERVICES.

Paid to Independent Registered Public Accounting

The following table presents fees for professional

audit services rendered by Victor Mokuolu, CPA PLLC our independent auditors and BF Borgers CPA PC, our former independent auditors, during

our fiscal years ended December 31, 2023, and 2022:

Audit Fees consist of

fees for professional services rendered for the audit of our financial statements included in our Annual Report on Forms 10-K and for

the review of our interim financial statements included in our Quarterly Reports on Form 10-Q.

Administration of the

Pre-Approval of Audit and Permissible Non-Audit Services

We have not yet established

an audit committee.

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

Nonetheless, the auditors engaged for these

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

The percentage of hours expended on BF

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

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

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following exhibits are included herewith:

following exhibits are included with this Annual Report:

exhibits listed below are incorporated by reference as so marked with the date and filing with which such exhibits were filed with the

Securities and Exchange Commission).

Articles of Incorporation filed with the Florida Department of State on March 7, 2013 (incorporated by reference to Form S-1 Registration Statement filed on May 15, 2018)

1 unchanged sentence

Bylaws of Registrant (incorporated by reference to Form S-1 Registration Statement filed on May 15, 2018)

Articles of Amendment to Articles of Incorporation Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (incorporated by reference to Current Report on Form 8-K filed on December 26, 2019)

Articles of Amendment to Articles of Incorporation filed with the Florida Department of State on March 7, 2022 (incorporated

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

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

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

Articles of Amendment to Articles of Incorporation filed with the Florida Department of State on March 7, 2022 (incorporated by reference to Form 8-K filed on March 21, 2022)

Articles of Amendment to Articles of Incorporation, as amended, filed with the Florida Department of State on June 5, 2023 (incorporated by reference to Exhibit 3.6 on the Registration Statement on Form S-1 filed with the SEC on December 21, 2023)

Description of Securities

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

7 unchanged sentences

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

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

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

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

1 unchanged sentence

Convertible Promissory Note, dated July 26, 2022, issued by Kisses from Italy, Inc.

to 1800 Diagonal Lending LLC (incorporated

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

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

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

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

and Sea Garden Beach and Tennis Resort, Inc.

for Sea Garden Location (incorporated by reference to Form S-1 Registration Statement filed on May 15, 2018)

Online Virtual Office Arrangement between Registrant and Regis Management Group, LLC commencing July 1, 2018 (incorporated by reference to Form S-1 Registration Statement filed on May 15, 2018)

Form of 8% Convertible Debenture (incorporated by reference to Amendment to Form S-1/A Registration Statement filed on July 11, 2018)

Form of Convertible Debenture, 2018-9 Offering (incorporated by reference to Form 10-K filed April 16, 2019)

Development Agreement (incorporated by reference to Form 8-K filed June 23, 2020)

Distribution Financing -Lead Generation Agreement (incorporated by reference to Form 8-K filed June 23, 2020)

Registration Rights Agreement (incorporated by reference to Form 8-K filed June 23, 2020)

Investor Relations Consulting Agreement with HIR Holdings, LLC (incorporated by reference to Form 10-Q filed November 13, 2020)

Corporate Communication Consulting Agreement with Impact IR (incorporated by reference to Form 10-Q filed November 13, 2020)

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

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

Convertible Promissory Note, dated May 24, 2023, issued by Kisses from Italy, Inc.

to Jefferson Street Capital LLC (incorporated by reference to Exhibit 4.9 on Form 8-K filed on May 31, 2023)

Common Stock Purchase Warrant, dated May 24, 2023, issued by Kisses from Italy, Inc.

to Jefferson Street Capital LLC (incorporated by reference to Exhibit 4.10 on Form 8-K filed on May 31, 2023)

Promissory Note, dated June 6, 2023, issued by Kisses from Italy, Inc.

to Firstfire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 4.11 to Form 8-K filed on June 16, 2023)

Common Stock Purchase Warrant, dated June 6, 2023, issued by Kisses from Italy, Inc.

to Firstfire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 4.12 to Form 8-K filed on June 16, 2023)

Amendment to Common Stock Purchase Warrant, dated May 24, 2023, issued by Kisses from Italy, Inc.

to Jefferson Street Capital LLC (incorporated by reference to Exhibit 4.13 to Form 8-K filed on June 30, 2023)

Promissory Note, dated July 11, 2023, issued by Kisses from Italy, Inc.

to GS Capital Partners, LLC (incorporated by reference to Exhibit 4.14 to Form 8-K filed on July 18, 2023)

Common Stock Purchase Warrant, dated July 11, 2023, issued by Kisses from Italy, Inc.

to GS Capital Partners, LLC (incorporated by reference to Exhibit 4.15 to Form 8-K filed on July 18, 2023)

Promissory Note dated August 22, 2023, issued by Kisses from Italy, Inc.

to Coventry Enterprises, LLC (incorporated by reference to Exhibit 4.16 to Form 8-K filed on August 28, 2023)

Common Stock Purchase Warrant, dated July 11, 2023, issued by Kisses from Italy, Inc.

to Coventry Enterprises, LLC (incorporated by reference to Exhibit 4.17 to Form 8-K filed on August 28, 2023)

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

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

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

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

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

Kisses from Italy Inc.

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

Registration Rights Agreement, dated as of November 22, 2021, between Kisses from Italy Inc.

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

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

and Talos Victory

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

on April 15, 2022)

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

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

and Talos Victory

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

on April 15, 2022)

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

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

and Blue Lake Partners,

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

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

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

and Blue Lake

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

on April 15, 2022)

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

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

and Fourth Man, LLC (incorporated

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

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

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

3 unchanged sentences

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

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

(incorporated by reference to Exhibit 10.14 to Form 8-K filed on March 2, 2023)

Securities Purchase Agreement, dated May 24, 2023, by and between Kisses from Italy, Inc.

and Jefferson Street Capital LLC ((incorporated by reference to Exhibit 10.22 to Form 8-K filed on May 31, 2023)

Securities Purchase Agreement, dated June 6, 2023, by and between Kisses from Italy, Inc., and Firstfire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.23 to Form 8-K filed on June 16, 2023).

Amendment #1 to the Transaction Documents dated June 6, 2023, by and between Kisses from Italy, Inc., and Firstfire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.24 to Form 8-K filed on June 16, 2023).

Amendment No.

1 to dated March 29, 2023 to the Standby Equity Commitment Agreement by and between Kisses from Italy, Inc.

and MacRab LLC (incorporated by reference to Exhibit 10.1 to Form 8-K/A filed on December 11, 2023

Amendment No.

2 dated December 5, 2023 to the Standby Equity Commitment Agreement by and between Kisses from Italy, Inc.

and MacRab LLC dated December 5, 2023 (incorporated by reference to Exhibit 10.3 to Form 8-K filed on December 11, 2023).

Termination Agreement dated February 8, 2024, by and between the Company and SC Culinary LLC (incorporated by reference to Exhibit 10.17 to Form 8-K filed on February 13, 2024).

List of Subsidiaries

1 unchanged sentence

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

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

Section 1350 *

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

Section 1350 *

XBRL Instances Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Following are a list of exhibits which we previously filed in other reports which we filed

with the SEC, including the Exhibit No., description of the exhibit and the identity of the Report where the exhibit was filed.

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instances

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

* Filed Herewith

FORM 10–K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunder duly

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

KISSES FROM ITALY, INC.

March 31, 2023

/s/ Michel Di Turi

/s/ Michel Di

Michel Di Turi

1 unchanged sentence

(Principal Executive Officer)

/ s/ Claudio Ferri

Claudio Ferri

1 unchanged sentence

Principal Financial and Accounting Officer

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities

and on the dates indicated.

March 31, 2023

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

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

July 15, 2024

/ s/ Michel Di Turi

Michel Di Turi, Director

March 31, 2023

July 15, 2024

/s/ Claudio Ferri

Claudio Ferri, Director

March 31, 2023

July 15, 2024

/s/ Leonardo Fraccalvieri

1 unchanged sentence

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

What changed 10-K

Item 9A. Controls and Procedures