Kisses From Italy Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure 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 are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data. Changes in Internal Control over Financial Reporting 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. 36 Management Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and the receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and 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, 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. 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. ITEM 9B. OTHER INFORMATION 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 37 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth information regarding our executive officers and directors: Name Age Position Michele Di Turi 47 Co-Chief Executive Officer, President, and Chairman of the Board Claudio Ferri 47 Co-Chief Executive Officer, Chief Investment Officer, and a director Leonardo Fraccalvieri 40 Chief Operating Officer and Director Our directors are elected for a term of one year and serve until such director’s successor is elected and qualified. Each executive officer serves at the pleasure of the Board of 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 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 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 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. Mr. 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 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. 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. Mr. 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. Scott Conant served as a member of the Board of Directors between October 10, 2023 and February 8, 2024. 38 Board Committees 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. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors. Family Relationships There are no family relationships between any of our officers and directors. Involvement in Certain Legal Proceedings Our directors and executive officers have not been involved in any of the following events during the past ten years: · Any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; · Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); · Being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities, or banking activities or to be associated with any person practicing in banking or securities activities; · Being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; · Being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or · 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 (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. 39 ITEM 11. 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 $100,000 during fiscal year ended 2023 and 2022 (each "Named Executive Officer"). SUMMARY COMPENSATION TABLE Name and principal position Year Salary ($) Bonus($) Stock Awards ($) (1) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Michele Di Turi, 2023 24,798 -0- 213,600 (1) -0- -0- -0- -0- 238,398 Co-CEO and President, and Chairman 2022 -0- -0- -0- -0- -0- -0- -0- -0- Claudio Ferri 2023 -0- -0- 883,500 (2) -0- -0- -0- -0- 883,500 Co-CEO and CIO 2022 -0- -0- -0- -0- -0- -0- -0- -0- (1) Represents a bonus award of 7,000,000 shares for services performed valued at $213,600.00. (2) Represents a bonus award of 30,000,000 shares for services performed valued at $883,500.00. Compensation of Directors We 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. Name Year Paid in Cash Stock Awards Total Leonardo Fraccalvieri 2023 0 $38,000.00 (1) $38,000.00 2022 0 $0 $0 Scott Conant(2) 2023 0 $132,800.00 (3) $132,800.00 (1) Represents a bonus award of 1,000,000 shares for services performed valued at $38,000.00. (2) Scott Conant was appointed as director on October 10, 2023 and resigned on February 8, 2024. (3) Represents a bonus award of 10,000,000 shares for services performed valued at $132,800.00 Stock Plan 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. 40 ITEM 12. 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. 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. The 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. Class Owner # of Shares Beneficially Owned % of Class Executive Officers Common Michele Di Turi (1)(2) 87,600,000 23.5% Common Claudio Ferri (1)(3) 88,010,000 23.6 % Common Leonardo Fraccalvieri (1) 2,000,000 Less than 1% Common All Officers and Directors as a Group (3 persons) 177,701,000 47.6 % 5% Holders Common Denis Senecal Holdings (4) 23,671,153 6.3 % * Less than 1% (1) Each person is an executive officer and director (2) 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. (3) Includes 410,000 shares of common stock held in the name of Mr. Ferri’s wife. 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. (4) Denis Senecal has voting and dispositive power over the shares held by Denis Senecal Holdings. Change-in-Control Agreements The Company does not have any change-in-control agreements with any of its executive officers. 41 ITEM 13. 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; or · 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 C Stock. 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; and (c) 1,000,000 shares of common 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; and (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. DiTuri, 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; and (c) 10,000,000 shares issued to Mr. 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. Ferri. 42 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. Fees 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: 2023 2022 Audit fees $ 88,500 $ 58,500 Total fees $ 88,500 $ 58,500 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%. 43 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES The following exhibits are included with this Annual Report: Certain 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). Exhibit No. Description 3.1 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) 3.2 Articles of Amendment to Articles of Incorporation filed with the Florida Department of State on May 11, 2018 (incorporated by reference to Form S-1 Registration Statement filed on May 15, 2018) 3.3 Bylaws of Registrant (incorporated by reference to Form S-1 Registration Statement filed on May 15, 2018) 3.4 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 Form 8-K filed on December 26, 2019) 3.5 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) 3.6 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) 4.1* Description of Securities 4.2 Promissory Note, dated April 6, 2022, issued by Kisses from Italy, Inc. to Talos Victory Fund, LLC (incorporated by reference to Form 8-K filed on April 15, 2022) 4.3 Common Stock Purchase Warrant, dated April 6, 2022, issued by Kisses from Italy, Inc. to Talos Victory Fund, LLC (incorporated by reference to Form 8-K filed on April 15, 2022) 4.4 Promissory Note, dated April 11, 2022, issued by Kisses from Italy, Inc. to Blue Lake Partners, LLC (incorporated by reference to Form 8-K filed on April 15, 2022) 4.5 Common Stock Purchase Warrant, dated April 11, 2022, issued by Kisses from Italy, Inc. to Blue Lake Partners, LLC (incorporated by reference to Form 8-K filed on April 15, 2022) 44 4.6 Promissory Note, dated May 11, 2022, issued by Kisses from Italy, Inc. to Fourth Man, LLC (incorporated by reference to Form 8-K filed on May 17, 2022) 4.7 Common Stock Purchase Warrant, dated May 11, 2022, issued by Kisses from Italy, Inc. to Fourth Man, LLC (incorporated by reference to Form 8-K filed on May 17, 2022) 4.8 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) 4.9 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) 4.10 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) 4.11 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) 4.12 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) 4.13 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) 4.14 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) 4.15 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) 4.16 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) 4.17 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) 4.18 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) 10.1 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 (incorporated by reference to Form 8-K filed on April 28, 2021) 45 10.2 Standby Equity Commitment 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) 10.3 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) 10.4 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) 10.5 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) 10.6 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 15, 2022) 10.7 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) 10.8 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) 10.9 Registration Rights Agreement, dated May 11, 2022, by and between the Kisses from Italy, Inc. and Fourth Man, LLC (incorporated by reference to Form 8-K filed on May 17, 2022) 10.10 Securities Purchase Agreement, dated July 26, 2022, by and between Kisses from Italy, Inc. and 1800 Diagonal Lending LLC (incorporated by reference to Form 8-K filed on August 1, 2022) 10.11 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. (incorporated by reference to Exhibit 10.14 to Form 8-K filed on March 2, 2023) 10.12 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) 10.13 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). 10.14 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). 10.15 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 46 10.16 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). 10.17 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). 21.1* List of Subsidiaries 31.1* Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS XBRL Instances Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document * Filed Herewith ITEM 16. FORM 10–K SUMMARY None. 47 SIGNATURES 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. Dated: July 15, 2024 By: /s/ Michel Di Turi Michel Di Turi Co-Chief Executive Officer and President (Principal Executive Officer) By: /s/ Claudio Ferri Claudio Ferri Co-Chief Executive Officer and Chief Investment Officer Principal Financial and Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. July 15, 2024 By: / s/ Michel Di Turi Michel Di Turi, Director July 15, 2024 By: /s/ Claudio Ferri Claudio Ferri, Director July 15, 2024 By: /s/ Leonardo Fraccalvieri Leonardo Fraccalvieri, Director 48