Table of Contents

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________



FORM 10-K/A

Amendment No. 1

__________________



☑  ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31,
2019

☐  TRANSITION REPORT UNDER SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ________________
TO ________________________.



Commission File Number 000-52898

Kisses From Italy, Inc.

(Exact name of registrant as specified in its
charter)



|Florida                                                        |  | 46-2388377                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



80 SW 8th ST.

Suite 2000

Miami, Florida 33130

(Address of principal executive offices)

305 423-7129

(Issuer’s Telephone Number)

Securities
                                         registered pursuant to Section 12(b) of the Act:

|Title of each class |  | Name of each exchange on which registered
|------------------- |  | -----------------------------------------
|N/A                 |  | N/A                                      



Securities registered pursuant to
Section 12(g) of the Act:

(Title
of each class)

Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.

Yes ☐   No ☑

Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☑   No ☐

Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑   No ☐

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.

|Large accelerated filer | ☐ | Accelerated filer         | ☐
|----------------------- | - | ------------------------- | -
|Non-accelerated filer   | ☑ | Smaller reporting company | ☑
|                        |   | Emerging growth company   | ☑



If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☑

Indicate by check mark whether the registrant has filed a
report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report. ☐

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes ☐   No ☑

State the aggregate market value of the
voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last
sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently
completed second fiscal quarter on June 30, 2019, was $ n/a

As of May 12, 2020, the Registrant had 126,550,535
shares of Common Stock issued and outstanding.











TABLE OF CONTENTS



|         | Page No.                                                                                                           
|-------- | -------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                    
|PART I   |                                                                                                                    
|         |                                                                                                                    
|Item 1.  | Business                                                                                                           
|         |                                                                                                                    
|Item 1A. | Risk Factors                                                                                                       
|         |                                                                                                                    
|Item 1B. | Unresolved Staff Comments                                                                                          
|         |                                                                                                                    
|Item 2   | Properties                                                                                                         
|         |                                                                                                                    
|Item 3.  | Legal Proceedings                                                                                                  
|         |                                                                                                                    
|Item 4.  | Mine Safety Disclosures                                                                                            
|         |                                                                                                                    
|PART II  |                                                                                                                    
|         |                                                                                                                    
|Item 5.  | Market for the Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
|         |                                                                                                                    
|Item 6.  | Selected Financial Data                                                                                            
|         |                                                                                                                    
|Item 7.  | Management’s Discussion and Analysis of Financial Condition and Results of Operations                              
|         |                                                                                                                    
|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk                                                         
|         |                                                                                                                    
|Item 8.  | Financial Statements and Supplementary Data                                                                        
|         |                                                                                                                    
|Item 9.  | Changes in and Disagreements on Accounting and Financial Disclosure                                                
|         |                                                                                                                    
|Item 9A. | Controls and Procedures                                                                                            
|         |                                                                                                                    
|Item 9B. | Other Information                                                                                                  
|         |                                                                                                                    
|PART III |                                                                                                                    
|         |                                                                                                                    
|Item 10. | Directors, Executive Officers, and Corporate Governance                                                            
|         |                                                                                                                    
|Item 11. | Executive Compensation                                                                                             
|         |                                                                                                                    
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                     
|         |                                                                                                                    
|Item 13. | Certain Relationships and Related Transactions, and Director Independence                                          
|         |                                                                                                                    
|Item 14. | Principal Accounting Fees and Services                                                                             
|         |                                                                                                                    
|PART IV  |                                                                                                                    
|         |                                                                                                                    
|Item 15. | Exhibits, Financial Statement Schedules                                                                            
|         |                                                                                                                    
|         | Signatures                                                                                                         







i







EXPLANATORY
NOTE



This Amendment No. 1 to our Annual
Report on Form 10-K filed May 18, 2020 (the “Original Report”) is being filed to include the information below regarding
our reliance the SEC’s conditional exemptive orders issued in response to the Covid-19 pandemic. With the exception of the
additional disclosures set forth below, all disclosures contained in the Original Report are unchanged.



On March 30, 2020, Kisses From Italy,
Inc. (the “Company”) filed a Current Report on Form 8-K, and is filing this Annual Report on Form 10-K, in reliance
on the Order of the Securities and Exchange Commission dated March 4, 2020, as modified March 25, 2020, pursuant to Section 36
of the Securities Exchange Act of 1934 modifying exemptions from the reporting and proxy delivery requirements for public companies
(Release No. 34-22465).



The preparation of the Company’s
Annual Report, including financial statements and completion of the auditing process, was delayed by government-imposed quarantines,
office closures and travel restrictions, which affected both the Company’s and its service provider’s personnel. Specifically,
the Company has significant operations in Bari, Italy, which has been locked down by the government since March 9, 2020, due to
concerns related to the spread of COVID-19. As a result of these government-imposed quarantines, office closings and travel restrictions,
the Company’s accounting personnel and service providers have been delayed in processing certain of its accounting records
and receipts required to complete the audit of the Company’s financial statements.









































ii







FORWARD-LOOKING STATEMENTS



This Annual Report on Form 10-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. The statements
regarding Kisses from Italy, Inc. contained in this Report that are not historical in nature, particularly those that utilize terminology
such as “may,” “will,” “should,” “likely,” “expects,” “anticipates,”
“estimates,” “believes” or “plans,” or comparable terminology, are forward-looking statements
based on current expectations and assumptions, and entail various risks and uncertainties that could cause actual results to differ
materially from those expressed in such forward-looking statements.



Important factors known to us that could cause
such material differences are identified in this Report. We undertake no obligation to correct or update any forward-looking statements,
whether as a result of new information, future events or otherwise. You are advised, however, to consult any future disclosures
we make on related subjects in future reports to the SEC.



PART I



ITEM 1. BUSINESS



Overview
and History



Kisses From Italy, Inc. (hereinafter referred
to as “us,” “our,” “we,” the “Company” or “Kisses”) is a Florida corporation
incorporated on March 7, 2013, which is focused on developing a fast-casual food dining chain restaurant business. We commenced
operations by opening our initial corporately owned location in Fort Lauderdale, Florida, in May 2015. Thereafter, by April 2016
we opened three additional locations, all in Southern Florida, through a working relationship with Wyndham Hotels, where we have
built two of our other locations. Other than our lease agreements for these locations we have no other agreement in place with
Wyndham Hotels. While we have had discussions with their management about enhancing and expanding our working relationship with
them, we have no agreement in place to create such a relationship with Wyndham or any other national chain of hotels or timeshare
operators and there are no assurances that any such arrangement will become effective in the near future, or at all.



In September 2017, Hurricane Irma made landfall
in Southern Florida, causing significant damage to the area. As a result, we closed all of our stores for renovation following
the storm. Our Fort Lauderdale location was reopened in early November 2017. We reopened two of the hotel locations in Pompano
Beach in January 2018 but elected not to reopen our 4th location, as this location suffered significant damage in the
storm. See “Restaurant Development” below. We intend to own and operate up to 6 of our restaurants and utilize them
as a showcase in the marketing of our proposed franchise operations.



In May 2017, we completed our National
Franchise License and now can sell franchises in all of the states in the US except for New York, Virginia, and Maryland which
we intend to add at later dates if sufficient demand exists. In June 2017, we completed the sales of two franchise locations in
Florida. We anticipate commencement of the building and development of these locations by the end of 2018.



We strive to provide the highest level of service,
high-quality ingredients, and products. Enveloped in our mission is our philosophy to support and partner with local producers
and suppliers within the regions in order to provide a truly authentic experience to our customers. Our vision is to leverage the
success of our flagship store and our initial hotel locations in the South Florida market and to expand into other regions on a
local, state, national, and global level. The main focus is doing so through our continued corporate-owned store expansion, along
with the development and sales of additional locations through the advancement of our franchise and territorial rights program.



In May 2018 we filed our initial registration
statement on Form S-1 with the US Securities and Exchange Commission. On August 23, 2018, our registration statement was deemed
effective by the Commission. We registered an aggregate of 22,201,250 shares of our Common Stock in the registration statement.
Subsequently, a licensed broker-dealer filed an application to list our Common Stock for trading. On September 23. 2019 the Company’s
application to trade its common stock on the OTCQB under the symbol “KITL”.





In May of 2019, we began the initial steps of developing our
first European restaurant location, which is located at Strada Provinciale 70 #100, Ceglie del Campo, 70129, Bari, Italia. Our
European location began its operation on October 24, 2019. Our European location will also act as our distribution center for
European products destined for our current locations and future corporate-owned and franchised locations.



Our principal offices are located at 80 SW
8th St. Suite 2000, Miami, Florida, 33130, telephone (305) 423-7024 and our website is www.kissesfromitaly.com.









1







Current Business Plan



Each of our restaurants has been and will continue
to be designed to deliver great-tasting food in less than five minutes for in-restaurant dining or take-out orders. In addition,
the restaurant’s menu and operating systems have been specifically designed for consistent quality, which we believe is necessary
for high-growth franchising. Hours of operation are expected to be from 7:00 am to 11:00 pm, subject to change if additional hours
are required based upon the respective location of our restaurants.



Covid-19 pandemic



On March 11, 2020,
the World Health Organization (“WHO”) declared the COVID-19 outbreak to be a global pandemic. In addition to the devastating
effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility
in the global financial markets. Most U.S. states and many countries have issued policies intended to stop or slow the further
spread of the disease.



COVID-19 and the
U.S.’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance
as to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and
subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business or our
operations.



Our Menu





Our menu includes grilled paninis including
an Italian style Panini, sausage, beef, sliced pork, or chicken topped with quality natural “sott'olio” (grilled and
marinated vegetable) products at prices ranging from $5.95 to $7.95. We also offer deli paninis including fresh cheese Panini,
prosciutto, salami, capocollo, bresaola, and turkey panini’s ranging in price from $5.95 to $7.95. All our panini’s
include lettuce, tomato, and one choice of cheese and three choices of marinated vegetables, or three choices of grilled vegetables.



We also will offer desserts including
a Nutella sandwich, a variety of fresh Danish, cannoli, Italian biscotti, sfogliatelle or a corneti, ranging in price from
$1.50 to $2.50. Our breakfast menu is served all day We will also have a full coffee and tea favorites, including espresso,
cappuccino, and other coffee drinks, soft drinks, bottled water, and juices, as well as various flavors of granite
(ices).



We also will offer desserts including a Nutella
sandwich, a variety of fresh Danish, cannoli, Italian biscotti, sfogliatelle or a corneti, ranging in price from $1.50 to $2.50.
We will provide an egg sandwich for breakfast only.



We will also have a full coffee and tea favorites,
including espresso, cappuccino, and other coffee drinks, soft drinks, bottled water, and juices, as well as various flavors of
granite (ices).



Our vision is to transport true authentic and
rustic taste from the provinces of Italy through a fresh Panini with an espresso, latte, or cold slush espresso to go. We intend
to offer products that will cater to all diets including gluten-free diets and emphasize fresh products with no preservatives.



All our sott'olio and coffee products are made
in Italy. Our management is in constant communication with our product manufacturers and search for high quality and authentic
products from different regions from Southern Italy including Sicily, Calabria, Puglia, Napoli, Potenza, and Toscana. Ensuring
freshness and quality, our representatives work closely with local farmers and ranchers for all meats and fresh vegetables. All
our products are D.O.P. (Protected Designation of Origin) certified and defined in the European Commission Regulations.



Quick Service
Restaurants



Between May 2015 and May 2016, we opened four
(4) restaurants in Southern Florida. Each of our restaurants is owned by a wholly-owned limited liability company. Our initial
restaurant is located at 3146 NE 9th Street in Fort Lauderdale, Florida. This location is across the street from an
Atlantic Ocean public beach and consists of approximately 1,000 square feet of a retail restaurant with seating for up to 25 guests.
See “Part I, Item 2, Property,” below. This restaurant opened for business in May 2015. Subsequently, we opened three
additional similar restaurants, all in Southern Florida.



Except for the Fort Lauderdale location, all
of our restaurant locations arose out of a relationship we established with Wyndham Vacation Ownership, Inc., which operates timeshare
apartment complexes. Of our three restaurants, two are located in Wyndham timeshare resort properties where they are the only restaurants
on site. Our lease agreements provide for our restaurants to provide room service that can be charged to the customer’s room,
as well as an opportunity to provide food and beverage service to various sales, orientations, marketing, and owner events held
by Wyndham regularly on these properties. Wyndham remits payments for these services bi-weekly and charges us with a 5% administrative
fee for processing costs.







Our menu includes grilled paninis including
an Italian style Panini, sausage, beef, sliced pork, or chicken topped with quality natural “sott'olio” (grilled and
marinated vegetable) products at prices ranging from $5.95 to $7.95. We also offer deli paninis including fresh cheese Panini,
prosciutto, salami, capocollo, bresaola, and turkey panini’s ranging in price from $5.95 to $7.95. All our panini’s
include lettuce, tomato, and one choice of cheese and three choices of marinated vegetables, or three choices of grilled vegetables.



We also will offer desserts including
a Nutella sandwich, a variety of fresh Danish, cannoli, Italian biscotti, sfogliatelle or a corneti, ranging in price from
$1.50 to $2.50. Our breakfast menu is served all day We will also have a full coffee and tea favorites, including espresso,
cappuccino, and other coffee drinks, soft drinks, bottled water, and juices, as well as various flavors of granite
(ices).











2







The initial relationship with Wyndham has provided
us with an additional revenue stream that we had not considered when we originally began implementing our business plan. We have
continued our discussions with Wyndham, as well as other similar companies, and believe that our continued expansion of our restaurant
concept will be enhanced as a result of our developing a more extensive relationship with Wyndham or another similar company. There
are no assurances this will occur.



Our flagship location, at 3146 NE 9THin Fort Lauderdale, suffered the greatest impact from the Hurricane of all of our locations. The commercial building where
our restaurant was located sustained severe damage. We have remained as the sole tenant on the property since September 2017. Property
repair from the Hurricane did not commence until well into the second half of 2018. The building remained in shambles as of this
date of this Report. This has greatly reduced the foot traffic to the surrounding area thereby affecting our exposure to any potential
walk-by customers. As repairs to the building finally commenced in mid-2018, we were asked by the building landlord to close for
the entire month of July 2018. We complied and received a rent abatement for a period of four (4) months. The impact from these
on-going repairs continued well in 2019 with no clear of estimated time as to when the repairs will be completed. While no assurances
can be provided we are confident that once the repairs are complete the area will return to its once sought out status.



Each location is managed
by one senior employee/manager and individually assessed based on foot traffic, seasonality, and other demographic factors. We
abide by the standards and rules set forth by the State of Florida Department of Health. Michele Di Turi, our CEO and Ross Golub
have the Certified Food Manager accreditation and have the proper authority to provide necessary food safety courses.



Restaurant Franchising



In addition to opening our company-owned
restaurants, we are engaged in franchising of our restaurant concept so that we can build market share and brand awareness. We
retained legal counsel specializing in franchise operations, who has prepared our Franchise Agreement. In May 2017, we completed
its National Franchise License and now have the ability to sell franchises in all of the states in the US except for New York,
Virginia, and Maryland which we intend to add at later dates if sufficient demand exists. On June 23rd, 2017 we completed
the sale of our initial two franchises at a price of $15,000 per location, each to be located in Florida. These locations are
set to be developed at a later date. We anticipate commencement of the building and development of these locations by July 1,
2020.



Each of our franchise
restaurants are required to conform to a standard of interior design, featuring a distinctive and comfortable Italian décor.
Our prior approval is required for each specific location of a proposed franchise restaurant, which includes a requirement that
the same be in a clearly identifiable commercial location built out in accordance with our standards. Franchisees are also required
to satisfactorily complete training and purchase certain equipment and supplies from us and other approved suppliers. We also require
the purchase of a point-of-sale system and data polling services from a specified supplier and a computer system that meets established
system standards.



Franchisees are required to purchase approximately
90% to 95% of their supplies and food inventory either directly from us, or from approved suppliers. We attempt to negotiate system-wide
volume discounts and/or rebates for our franchisees from approved suppliers and if successful, pass such discounts and/or rebates
on to franchisees based on the volume of their purchases from the suppliers providing the discounts.



The franchise agreement also requires our franchisee
to pay royalties of 9% of gross sales, which are defined to be total actual charges for all products (food and non-food) and services,
such as catering and delivery, sold to customers, exclusive of taxes, every week. We retain 6% of this royalty and the remaining
3% goes towards a marketing fund. The marketing fund is broken down in two parts, 2% for local marketing and 1% for national marketing.
We anticipate that until national coverage is warranted, local and/or regional marketing campaigns will be implemented.



We also require that our franchisee enter into
a collateral assignment and assumption of lease through which we are granted a security interest in all of the furniture, removable
trade fixtures, inventory, licenses and supplies located in the restaurant as collateral for (1) the payment of any obligation
owed to us, (2) any default or breach under the terms of the lease, and (3) any default or breach of any of the terms and provisions
of the franchise agreement. In the event of a breach of or default under the lease or payment by a franchisee as a result of a
breach or default, we may be entitled to possession of the restaurant and all of our rights, title, and interest in and to the
lease. We also enter into a conditional assignment of telephone numbers and listings that assigns us telephone numbers and directory
listings upon termination or expiration of a franchise relationship.









3







The initial term of a franchise agreement is
ten years, with a renewal provision of between 2-5 years on the terms and conditions of the franchise agreement so long as there
has been substantial compliance with the franchise agreement and pay a to-be-determined fee for each renewal.



Franchisees are also required to replace any
franchise that terminates or expires or any restaurant that closes within the territory if necessary, to maintain the number of
our named restaurants required in the development schedule. If a franchisee fails to meet the development schedule, we have the
right to terminate the agreement or adjust that territory to eliminate any state in the territory where they have not achieved
the minimum number required for that state.



We are required to perform the following services:



| | · | Solicitation of new franchise owners - Actively and continuously market and promote through advertising and solicit prospective franchise owners in their territory according to an annual plan and budget that they develop and submit for our approval.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Site selection, leasing, and build-out - Consult and advise franchise owners with site selection and lease negotiation of the restaurants. Develop and maintain relationships with landlords for purposes of obtaining sites for restaurants and coordinating efforts with franchise owners to lease such sites. Develop relationships with landlords, contractors, equipment suppliers, and service providers in the territory and assist in the supervision of the build-out for the restaurants in our territory.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Training - Provide all initial training to the franchise owners, as well as supplemental and refresher training at our training restaurant. Schedule and coordinate all training of all franchise owners with our required mode of operations.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Opening assistance - Provide grand opening support, including coordinating marketing with local television, radio, newspapers, and trade publications. Provide franchise owners with supervisory assistance and guidance in connection with the opening and initial operations of their restaurants. Provide pre-opening and post-opening assistance for each new restaurant.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Monitoring, audit, and inspection - Be responsible for at least monthly monitoring of the operation of their restaurants, including monitoring and reporting of the sales volume and other data as determined from time to time. Monitor and communicate to our franchisee the marketing efforts of our restaurants. Conduct or assist franchisees with inspecting or auditing restaurants and their owners, with visits no less than monthly and in-depth reports at least quarterly.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Vendors and suppliers - Notify vendors and, if necessary, locate new vendors for the franchises and coordinate distribution and purchasing programs. Assist franchisees in developing programs for suppliers and distributors of approved products. Maintain positive relationships and evaluate additional incentive programs and marketing programs from approved and preferred suppliers, vendors, and other designated parties.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Continuing assistance to franchise owners - Provide continuing operating assistance and assist in facilitating transfers and renewals of franchises. Assist franchise owners during transfers of their franchises or restaurants.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





We also require our franchisees to maintain
certain staffing levels to meet all of the terms of the agreement. For the first development year, we require each location to
have 2 corporate employees, increasing to 3 for the fifth development year.



If a franchisee fails to perform any of the
above services and we need to step in to perform such tasks, we require that they pay us an amount equal to 125% of the expenditures
incurred by us in performing the services that they failed to perform. In addition, such failure will constitute a breach of the
agreement. A breach of the agreement gives us the right to terminate the agreement after delivering notice to them of the breach
and their failure to cure the breach within 30 days after delivery of the notice.



The agreement includes provisions where each
franchisee must refer all inquiries for franchises in their territory to us. Under the terms of the Area Representative Agreement,
we have the sole right to grant franchises in all our unsold territories, terminate a franchise agreement, and approve site selections,
leases, and other franchise real estate transactions.









4







Franchise Marketing



Our marketing strategy for establishing multi-unit
franchises is to contact individuals or entities that have previously developed franchises in other concepts. This strategy allows
us to find people with the proper knowledge, experience, and financial resources to develop a successful franchise operation in
a timely fashion.



We are seeking individuals or groups with the
skills and financial strength to operate multi-unit franchise organizations within specific geographic territories.  These
persons must qualify on the basis of their skill sets and financial ability to develop a territory. We anticipate a franchise territory
will consist of areas that are either cities or counties depending on population. We seek to identify people with considerable
experience in the management of food service venues who also have sufficient start-up capital to open several of our restaurants.



As of the date of this Report, we have entered
into discussions with several possible franchise owners. It is anticipated that these franchisees may open multiple units, including
restaurants in Florida, California, the United Kingdom, Italy and/or Canada. However, there is no definitive agreement binding
these potential franchisees to purchasing any of our franchises and there are no assurances that we will sell any franchises in
the future.



We will consider the skills and investment
capital that each potential multiple franchise owner presents to determine the size and nature of the territory and the minimum
number of our restaurants that the franchise owner will be required to maintain in the territory in order keep the exclusive rights
to that territory. We will review the demographics of each proposed location to consider the appropriate number of restaurants
in each area based upon population and other factors including per capita income and then set the minimum number of restaurants
at half the amount. Franchisees will not be restricted from opening additional restaurants beyond the minimum for their territory.
We have not yet generated revenue from the sourcing of franchises and there are no assurances we will ever generate revenues from
this business concept.



Commissary System



We plan to develop centralized commissary facilities
that will serve all of the restaurants that we own in a given region. We believe that a commissary that serves a region of restaurants
will improve efficiency and consistency for the restaurant concept. We also believe that a commissary system will allow our restaurants
to be approximately 500 square feet smaller than they would otherwise be. We plan to build commissaries in areas with lower rent.
In this manner, we plan to save the difference between the 500 fewer square feet that retail rental space would cost and the commissary’s
costs located in a lower rent area. Our commissary will have storage space for paper products as well as walk-in coolers to store
food. Food preparation for sauces, salad dressings, and other base ingredients will be done in the commissary “clean room”
and then delivered to local restaurants daily. We believe central food preparation of sauces and base ingredients will maintain
the consistency of our restaurants’ products and possibly reduce labor costs.



Restaurant Advertising



Our advertising has and will consist primarily
of newspaper print ads, direct mailing efforts and also through social media, including Facebook, Twitter, and other social media
outlets. We also participated in other forms of advertising. For example, we intend to use an airplane to advertise our Kisses
banner to the Fort Lauderdale beach crowd, offering promotional free coffee and T-shirts. Our ads will contain a coupon for a free
coffee with the purchase of any meal item.



As we open restaurants in new markets we plan
to duplicate the advertising effort we employed in Fort Lauderdale and to spend initially approximately 2% to 3% of monthly revenue
for local advertising on a per company-owned restaurant basis. Since we plan to build multiple restaurants simultaneously within
a specific geographic region, we believe our advertising cost as a percentage of revenue will decrease as we increase the number
of restaurants within a region. There are no assurances we will successfully open multiple restaurants moving forward.



Employees



We currently employ 8 full-time persons, plus
our officers. Employees include 4 chefs, 3 baristas and an inventory manager. Our employees work at will and are not represented
by a collective bargaining unit. We believe our relationship with our employees is excellent in most cases. We require all our
employees and consultants to sign a confidentiality and non-disclosure agreement. Our success relies on our ability to hire additional
employees, particularly on the local sales side. We believe there are numerous quality people to choose from throughout our area
of targeted expansion.









5







As we grow we anticipate in the near future
we will require a franchise director and a Chief Financial Officer/Controller, as well as various administrative support personnel.



Competition



The fast-food segment of the restaurant industry
is highly competitive and fragmented. In addition, fast food restaurants compete against other segments of the restaurant industry,
including fast-casual restaurants and casual dining restaurants. The number, size, and strength of our competitors vary by region.
Our competitors also compete based on a number of factors, including taste, the speed of service, value, name recognition, restaurant
location, and customer service.



The restaurant industry is often affected by
changes in consumer tastes; national, regional or local economic conditions; currency fluctuations; demographic trends; traffic
patterns; the type, number, and location of competing food retailers and products; and disposable purchasing power. Our restaurant
concept is expected to compete with international, national, and regional restaurant chains as well as locally-owned restaurants.
We will compete not only for customers, but also for management and hourly personnel, suitable real estate sites, and qualified
franchisees.



We believe that each of the following restaurants
may provide competition to our proposed restaurants because they all are franchise operations that sell sandwiches and coffee:



| | · | Jimmy John’s
| | - | ------------



| | · | Subway
| | - | ------



| | · | Chipotle Mexican Grill
| | - | ----------------------



| | · | Miami Subs Grill
| | - | ----------------



| | · | Starbucks
| | - | ---------



Of the above-listed restaurants, all are larger
and have significantly greater financial resources than we currently have available.



Government
Regulations



We are subject to various federal, state and
local laws affecting our business. Our restaurants must comply with licensing and regulation by a number of governmental authorities,
which include health, sanitation, safety, and fire agencies in the state or municipality in which the restaurant is located. In
addition, we must comply with various state laws that regulate the franchisor/franchisee relationship.



We are also subject to federal and state laws
governing employment and pay practices, overtime, tip credits, and working conditions. The bulk of our employees are paid on an
hourly basis at rates related to the federal and state minimum wages.



We are also subject to federal and state child
labor laws which, among other things, prohibit the use of certain “hazardous equipment” by employees 18 years of age
or younger. Under the Americans with Disabilities Act, we could be required to expend funds to modify our restaurants to better
provide service to, or make reasonable accommodation for the employment of disabled persons. We continue to monitor our facilities
for compliance with the Americans with Disabilities Act in order to conform to its requirements. We believe future expenditures
for such compliance would not have a material adverse effect on our operations.



As a potential franchisor, we will be soliciting
prospects for franchises and are subject to federal and state laws pertaining to franchising. These laws require that certain information
be provided to franchise prospects at certain times and regulate what can be said and done during the offering process. Some states
require the franchise offering circular to be registered and renewed on an annual basis.









6







Trademarks and Patents



We have applied for and received a registered
trademark of our logo in Italy, No. 0001 528191. We have also obtained the registered trademark of our logo in the United States
(the United States Patent and Trademark Office) Serial Number. 87138230



ITEM 1A. RISK FACTORS



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



ITEM 1B. UNRESOLVED STAFF COMMENTS



None.



ITEM 2. PROPERTIES



Our principal place of business is located
at 80 SW 8th St. Suite 2000, Miami, Florida, 33130, which is an executive virtual office. This location consists of
approximately 1,000 square feet of office and conference room space. The relevant lease expired March 1, 2014, but we have reverted
to a month to month tenancy. We pay a monthly rent of $223. We do not anticipate that we will need to expand the office facility
for the next 12 months.



We have also executed lease agreements for our four company-owned
restaurants, including:



|• | 3146 NE 9th ST, Ft Lauderdale, Fl,
33304; (Lease signed in December 2013 for 1 year + 5-year option, 990 sq. ft.; initial monthly rent of $3,200 per month, plus
6% tax, with annual escalator;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | 2601 N Palm Aire Dr, Pompano Beach, Fl, 33069;
Lease signed in December 2015 for 2 years + 1-year automatic renewal. 2,270 sq. ft., monthly rent cost $3,800; and                              
|• | 615
N Ocean Blvd, Pompano Beach, Fl, 33062; Lease signed in December 2015 for 1 year + 1-year automatic renewal. 600 sq. ft., monthly
rent cost $546                                           
|• | Italian location - Strada Provinciale 70 #100, Ceglie del Campo, 70129, Bari, Italia. The
Lease was signed for a six year terms in June 2019, at a rate of approximately $1,570 per month.     



ITEM 3.    LEGAL PROCEEDINGS



We are not involved in any material legal proceedings,
nor are we aware of any legal proceedings threatened or in which any director or officer or any of their affiliates is a party
adverse to our Company or has a material interest adverse to us.



ITEM 4.    MINE SAFETY DISCLOSURES



Not applicable.







7







PART II



ITEM 5.    MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



Market Information



Our Common Stock is quoted on the OTCQB
over-the-counter market under the symbol “KITL.” Over-the-counter market quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commissions and may not necessarily represent actual transactions. On May14, 2020 the closing price
on the OTC Markets for our Common Stock was $0.122



Holders



As of the date of this Report, we had 107
holders of record for our Common Shares.



Dividend Policy



We have not paid any dividends since our incorporation
and do not anticipate the payment of dividends in the foreseeable future. At present, our policy is to retain earnings, if any,
to develop and market our products. The payment of dividends in the future will depend upon, among other factors, our earnings,
capital requirements, and operating financial conditions.



The Securities Enforcement
and Penny Stock Reform Act of 1990



The Securities and Exchange Commission (the
“Commission” or “SEC”) has adopted rules that regulate broker-dealer practices in connection with transactions
in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered
on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or system).



The classification of penny stock makes it
more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to
liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will
be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules,
some broker-dealers will refuse to attempt to sell penny stock.



The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document
prepared by the Commission, which:



| | · | contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
| | - | -------------------------------------------------------------------------------------------------------------------------------------



| | · | contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | contains a toll-free telephone number for inquiries on disciplinary actions;
| | - | ----------------------------------------------------------------------------



| | · | defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
| | - | ---------------------------------------------------------------------------------------------------



| | · | contains such other information and is in such form (including language, type, size, and format) as the Securities and Exchange Commission shall require by rule or regulation.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











8







The broker-dealer also must provide, prior
to effecting any transaction in a penny stock, to the customer:



| | · | the bid and offer quotations for the penny stock;
| | - | -------------------------------------------------



| | · | the compensation of the broker-dealer and its salesperson in the transaction;
| | - | -----------------------------------------------------------------------------



| | · | the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | monthly account statements showing the market value of each penny stock held in the customer's account.
| | - | -------------------------------------------------------------------------------------------------------



In addition, the penny stock rules require
that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment
of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated
copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in
the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty
selling their securities.



Stock Transfer Agent



We have retained ClearTrust Stock Transfer,
Inc., 16540 Pointe Village Drive, Suite 205, Lutz, FL 33558, phone (813) 235-4490 as the transfer agent for our Common Stock.



ITEM 6.    SELECTED
FINANCIAL DATA.



Not applicable.



ITEM 7.    MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following discussion should be read in
conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire
to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution
readers regarding certain forward-looking statements in the following discussion and elsewhere in this Report and in any other
statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate to future operations, strategies, financial results
or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject
to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or
on our behalf. We disclaim any obligation to update forward-looking statements.



Overview



We are a Florida corporation incorporated on
March 7, 2013, focused on developing a fast, casual food dining chain restaurant business. We commenced operations by opening our
initial corporately owned location in Fort Lauderdale, Florida, in May 2015. We opened three additional locations by April 2016,
all in Southern Florida, through a working relationship with Wyndham Hotels. In September 2017, Hurricane Irma caused significant
damage to the area. As a result, we closed all of our stores for renovation following the storm. We reopened two of these locations
but elected not to reopen our 4th location. See “Business - Restaurant Development” below. If we are able
to raise additional capital, of which there is no assurance, our intention is to own and operate up to 10 of our restaurants and
utilize them as a showcase in the marketing of our proposed franchise operations.









9







In May 2017, we completed our
National Franchise License and now have the ability to sell franchises in all of the states in the US except for New York,
Virginia, and Maryland which we intend to add at later dates if sufficient demand exists. In June 2017, we completed the
sales of two franchise locations in Florida. We anticipate commencement of the building and development of these locations by
mid to the end of 2021, however, due to the COVID -19 pandemic there can be no assurances.



We have never been subject to any bankruptcy
proceeding. Our principal offices are located at 80 SW 8th St. Suite 2000, Miami, Florida, 33130, telephone (305) 423-7129
and our website is www.kissesfromitaly.com.



Going Concern



Our financial statements accompanying this
Report have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation
of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty. We have a minimal operating history and minimal revenues or earnings from operations. We have
no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues
for the immediate future. See “Part II, Item 8, Financial Statements, and Supplementary Data.”



Results
of Operations



Comparison of Results of Operations for the years ended December
31, 2019, and 2018



Revenue and Cost of Sales



During the year ended December 31, 2019, we
generated $461,298 in revenues, compared to revenues of $444,421 in revenue during the same period in 2018, an increase of $16,877,
or approximately 3.8%. As a result of the COVID-19 pandemic, all of our restaurants are currently closed, and when we do open the
stores we expect volume to be negatively impacted. As a result, we expect our revenue in 2020 to be significantly lower than in
2019. The magnitude of the impact, the duration of the pandemic and the timing on our restaurant re-opening is currently indeterminable.



Cost of goods sold during the year ended December
31, 2019 was 214,357 compared to $209,568 during the year ended December 31, 2018. Cost of sales as a percentage of sales was consistent
at 46.5% and 47.2%, for the years ended December 31, 2019 and 2018, respectively. We are more efficient in terms of cost of sales
at higher revenue levels. We expect our cost of sales as a percentage of sales to be reduced, if higher revenue levels increase.



Operating expenses





Operating expense increased during the
year ended December 31, 2019, to $3,011,531 from $591,589 during the same period in 2018. Operating results for 2019 include a
non-cash charge of $2,309,897 for stock issuances compared to zero in the 2018 period. During 2019 compared to 2018, payroll expense
increased $60,553 primarily due to the addition of a group manager for the restaurants; general and administrative expense increased
by $80,247 due to expense increases in numerous expense line items including outside services, utilities and maintenance and repairs;
and rent expense increased $22,048. These increases were partially offset by a decrease in consulting and professional fees of
$46,175.



Other income and expense



Other income and expenses were $339,362
in net expense for the year ended December 31, 2019, compared to a net expense of $114,286 during 2018. The increase in net expense
of $225,076 is attributable to an increase in interest expense due to the expensing of the beneficial conversion feature of the
convertible notes and Series C Preferred Stock, and the recording of interest on higher levels of debt. Except for one $10,000
note holder, all of our interest-bearing debt instruments amounting to $656,196 were converted to equity on September 30, 2019.



Net Loss



We incurred a net loss attributable
to Kisses from Italy, Inc. during the year ended December 31, 2019 of $3,082,860 or $0.03 per share, compared to a net loss of
attributable to Kisses from Italy Inc. of $445,448 for the year ended December 31, 2018, or an increase in net loss of $2,637,412.
The increase in net loss attributable to Kisses from Italy, Inc. is primarily attributable to stock-based compensation expense
of $2,309,897 in 2019 compared to zero in 2018, and due to an increase in interest expense of $225,076 in 2019 above 2018 levels.









10







Liquidity
and Capital Resources



At December 31, 2019, we had $26,841 in
cash.



Net cash used in operating activities was
$422,871 during the year ended December 31, 2019, compared to $267,172 during the year ended December 31, 2018. This increase in
the cash used in the year ended December 31, 2019, compared to the similar period in 2018 was primarily due to an increased operating
loss in 2019 of $3,082,860 compared a loss of $445,445 in 2018, offset by non-cash stock-based compensation expense of 2,309,897
in 2019 compared to zero during the same period in 2018.



Cash flows used in investing activities
were $12,069 for the purchase of equipment of which $10,069 was for our new Bari location in Italy during the year ended December
31, 2019 compared to $-0- in 2018.



Cash flows provided by financing activities
was $438,904 for the year ended December 31, 2019 compared to cash used in financing activities of $238,094 for the year ended
December 31, 2018. The increase is attributable to proceeds from convertible notes we received in 2019 of $388,547 compared to
277,650 in 2018, proceeds from the sale of preferred stock in 2019 of $50,000 compared to $-0- in 2018, and proceeds from loan
balances in 2019 of $357 compared to net loan repayments of ($39556) in 2018. The amount of capital we raise will vary from period
to period based on the effectiveness of our fund-raising efforts.



Our consolidated financial statements have
been prepared assuming we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities
in the normal course of business for the twelve-month period following the date of our financial statements. We have incurred annual
losses since inception and expect to incur additional losses in future periods.



We have one asset-based line of credit
of $15,950. The amount of credit available to be accessed is dependent on the amount of documented credit receipts received by
our restaurants. The due dates on these credit advances are typically between 90 and 180 days. The interest rates on this facility
is approximately 25%, plus additional processing fees of approximately 5%. As of December 31, 2019, and December 31 2018, loan
payable balances were $6,000 and $5,643 respectively. The amount of loans outstanding was significantly reduced due to proceeds
from less expensive (in terms of the interest rate) convertible debt that was applied against loan balances.



In order to continue the development of
the Company, including opening additional company-owned restaurants and continuing to develop and enhance marketing of our franchise
concept, we estimate we will need approximately $1 million in additional capital. We believe we can open at least 2 additional
locations for approximately $300,000. We intend to use the balance of the funds to either open additional locations or on franchise
marketing. We believe that by continuing to open company-owned restaurants we can use these locations to market the franchises.



Historically we have raised cash from
the proceeds from the private placement of our shares, and through the sale of convertible debentures. We have no agreement with
any investment banking or other financing source to provide us with funding. We can provide no assurance that additional funding
will be available on a timely basis, on terms acceptable to us, or at all. While we have had discussions with potential investors
and investment bankers, we have no agreement with any third party to provide us this additional financing and there can be no
assurances that we will obtain this financing, either debt or equity or both, on favorable terms, or at all. Our inability to
receive this financing may have a significant negative impact on our continued development and results of our operations.



OFF-BALANCE
SHEET ARRANGEMENTS



We have
no off-balance sheet arrangements.



Inflation



Although our operations are influenced by general
economic conditions, we do not believe that inflation had a material effect on our results of operations during the year ended
December 31, 2019.









11







Critical
Accounting Policies and Estimates



Critical accounting estimates
– The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation
of these consolidated financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates
based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following represents
a summary of our critical accounting policies, defined as those policies that we believe are the most important to the portrayal
of our financial condition and results of operations and that require management’s most difficult, subjective or complex
judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.



Stock-based Compensation –
We account for stock-based compensation using the fair value 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.



Leases– We follow the
guidance in ASC 840 “Leases,” which requires us to evaluate the lease agreements we enter into to determine
whether they represent operating or capital leases at the inception of the lease.



On November 15, 2019, the FASB has 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 leases standards (ASC 842) for certain companies. Since we are classified as a “small
reporting company” and we have a calendar-year end we are eligible for deferring the adoption of ASC 842 to January 1, 2021.



ASC 842 will be effective for us beginning
on January 1,2021. While we continue to evaluate the impact of the new standard, we expect the adoption of this guidance will have
not have any impact on our financial statements.



Recent
Accounting Pronouncements



Under the Jumpstart Our Business Startups
Act, or the JOBS Act, we meet the definition of an “emerging growth company.” We have irrevocably elected to opt out
of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the
JOBS Act. As a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such
standards is required for non- emerging growth companies.



On January
1, 2018, we adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC
606”), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018.
Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted
and continue to be reported in accordance with our historic accounting under ASC 605. As of and for the year ended December
31, 2018, our consolidated financial statements were not materially impacted as a result of the application of Topic 606 compared
to Topic 605.



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, Leasesin
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 has 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 leases standards (ASC 842) for certain companies. Since we are classified as a “small reporting
company” and we have a calendar-year end we are eligible for deferring the adoption of ASC 842 to January 1, 2021.







12







ASC 842 will be effective for us beginning
on January 1,2020. While we continue to evaluate the impact of the new standard, we expect the adoption of this guidance will have
not have any impact on our financial statements.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.



We are a smaller reporting company and are
not required to provide the information under this item pursuant to Regulation S-K.



ITEM 8.    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.



Index
to Consolidated Financial Statements





|Report of Independent Registered Public Accounting Firm                                  | F-1
|---------------------------------------------------------------------------------------- | ---
|                                                                                         |    
|Consolidated Balance Sheets as of December 31, 2019 and 2018                             | F-2
|                                                                                         |    
|Consolidated Statements of Operations for the Years Ended December 31, 2019 and 2018     | F-3
|                                                                                         |    
|Consolidated Statement of Shareholders’ Equity for the Two Years Ended December 31, 2019 | F-4
|                                                                                         |    
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2019 and 2018     | F-5
|                                                                                         |    
|Notes to Consolidated Financial Statements                                               | F-6

























13











Report of Independent Registered Public
Accounting Firm



To the shareholders and the board of directors
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, 2019 and 2018, 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, 2019 and 2018, 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.



Basis for Opinion



These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit.
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. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits 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 internal control over financial reporting. 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. We believe that our audit provides a reasonable
basis for our opinion.



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



/S/ BF Borgers CPA PC

We have served as the Company's auditor
since 2018

Lakewood, CO

May 18, 2020









F-1









Kisses From Italy Inc.

Consolidated Balance Sheets





|                                                                                                                                                                             |  | December 31, |            |   | December 31, |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ---------- | - | ------------ | -
|                                                                                                                                                                             |  | 2019         |            |   | 2018         |  
|                                                                                                                                                                             |  |              |            |   |              |  
|ASSETS                                                                                                                                                                       |  |              |            |   |              |  
|Current assets:                                                                                                                                                              |  |              |            |   |              |  
|Cash and cash equivalents                                                                                                                                                    |  | $            | 26,841     |   |              | $
|Other receivable                                                                                                                                                             |  |              | 4,442      |   |              |  
|Inventory                                                                                                                                                                    |  |              | 1,987      |   |              |  
|Total current assets                                                                                                                                                         |  |              | 33,270     |   |              |  
|Property and equipment, net                                                                                                                                                  |  |              | 59,114     |   |              |  
|Other Assets                                                                                                                                                                 |  |              | 2,664      |   |              |  
|Total assets                                                                                                                                                                 |  | $            | 95,048     |   |              | $
|                                                                                                                                                                             |  |              |            |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                         |  |              |            |   |              |  
|Current liabilities:                                                                                                                                                         |  |              |            |   |              |  
|Accounts payable                                                                                                                                                             |  | $            | 65,486     |   |              | $
|Accrued liabilities                                                                                                                                                          |  |              | 143,276    |   |              |  
|Loans payable                                                                                                                                                                |  |              | 6,000      |   |              |  
|Total current liabilities                                                                                                                                                    |  |              | 214,762    |   |              |  
|Convertible Notes                                                                                                                                                            |  |              | 10,000     |   |              |  
|Total liabilities                                                                                                                                                            |  |              | 224,762    |   |              |  
|                                                                                                                                                                             |  |              |            |   |              |  
|Commitments and contingencies                                                                                                                                                |  |              | –          |   |              |  
|                                                                                                                                                                             |  |              |            |   |              |  
|Stockholders' Equity:                                                                                                                                                        |  |              |            |   |              |  
|Preferred stock, Series A $0.001 par value. 1,500,000 shares authorized; zero shares issued and outstanding                                                                  |  |              | –          |   |              |  
|Preferred stock, Series B $0.001 par value. 5,000,000 shares authorized; zero shares issued and outstanding                                                                  |  |              | –          |   |              |  
|Preferred stock, Series C, $0.001 par value 1,000,000 shares authorized; 50,000 shares and zero shares issued and outstanding as of December 31, 2019 and 2018, respectively |  |              | 50         |   |              |  
|Common stock, $0.001 par value, 200,000,000 shares authorized; 126,550,535 and 81,780,170 shares issued and outstanding as of December 31, 2019 and 2018, respectively       |  |              | 126,550    |   |              |  
|Additional paid-in capital                                                                                                                                                   |  |              | 4,945,109  |   |              |  
|Retained earnings deficit                                                                                                                                                    |  |              | (5,207,491 | ) |              |  
|Total Kisses From Italy Stockholders' Equity                                                                                                                                 |  |              | (135,782   | ) |              |  
|Non-controlling interest                                                                                                                                                     |  |              | 6,068      |   |              |  
|Total stockholders' equity                                                                                                                                                   |  |              | (129,714   | ) |              |  
|Total liabilities and equity                                                                                                                                                 |  | $            | 95,048     |   |              | $



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











F-2







Kisses From Italy Inc.

Consolidated Statements of Operations





|                                                               |  | Year Ended   |            |   | Year Ended   |  
|-------------------------------------------------------------- |  | ------------ | ---------- | - | ------------ | -
|                                                               |  | December 31, |            |   | December 31, |  
|                                                               |  | 2019         |            |   | 2018         |  
|                                                               |  |              |            |   |              |  
|Sales                                                          |  |              | 461,298    |   |              | $
|Cost of goods sold                                             |  |              | 214,357    |   |              |  
|Gross margin                                                   |  |              | 246,941    |   |              |  
|Operating expenses:                                            |  |              |            |   |              |  
|Depreciation and amortization                                  |  |              | 43,303     |   |              |  
|Executive compensation                                         |  |              | 48,633     |   |              |  
|Stock-based compensation                                       |  |              | 2,309,897  |   |              |  
|Payroll and other expenses                                     |  |              | 234,778    |   |              |  
|Rent                                                           |  |              | 121,881    |   |              |  
|Consulting and professional fees                               |  |              | 102,832    |   |              |  
|General and administrative                                     |  |              | 150,307    |   |              |  
|Total operating expenses                                       |  |              | 3,011,531  |   |              |  
|Income (loss) from operations                                  |  |              | (2,764,590 | ) |              |  
|Other income (expense)                                         |  |              |            |   |              |  
|Other income                                                   |  |              |            |   |              |  
|Interest income (expense), net                                 |  |              | (339,362   | ) |              |  
|Total other income (expense)                                   |  |              | (339,362   | ) |              |  
|Income (loss) before income taxes                              |  |              | (3,103,952 | ) |              |  
|Provision for income taxes (benefit)                           |  |              | –          |   |              |  
|Net loss                                                       |  |              | (3,103,952 | ) |              |  
|Less: net gain(loss) attributable to non-controlling interests |  |              | (21,092    | ) |              |  
|Net loss attributable to Kisses From Italy, Inc.               |  | $            | (3,082,860 | ) |              | $
|                                                               |  |              |            |   |              |  
|Basic and diluted earnings (loss) per common share             |  | $            | (0.03      | ) |              | $
|                                                               |  |              |            |   |              |  
|Weighted-average number of common shares outstanding:          |  |              |            |   |              |  
|Basic and diluted                                              |  |              | 92,838,606 |   |              |  



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









F-3







Kisses from Italy

Consolidated Statements of Changes in Stockholders' Equity





|                                                                                             | Preferred Stock |   | Preferred Stock |   | Preferred Stock |  |                  |   |         |   | Additional  |  | Non-     |        |               |   | Total   | 
|-------------------------------------------------------------------------------------------- | --------------- | - | --------------- | - | --------------- |  | ---------------- | - | ------- | - | ----------- |  | -------- | ------ | ------------- | - | ------- | 
|                                                                                             | Series
    A    |   | Series
    B    |   | Series
    C    |  | Common
    Stock |   | Paid-in |   | controlling |  | Retained |        | Stockholders' |  
|                                                                                             | Shares          |   | Value           |   | Shares          |  | Value            |   | Shares  |   | Value       |  | Shares   |        | Value         |   | Capital | 
|                                                                                             |                 |   |                 |   |                 |  |                  |   |         |   |             |  |          |        |               |   |         | 
|Balance, December
    31, 2017                                                               |                 | – |                 | $ | –               |  |                  | – |         | $ | –           |  |          | –      |               | $ | –       | 
|                                                                                             |                 |   |                 |   |                 |  |                  |   |         |   |             |  |          |        |               |   |         | 
|Net income
    (loss)                                                                        |                 | – |                 |   | –               |  |                  | – |         |   | –           |  |          | –      |               |   | –       | 
|                                                                                             |                 |   |                 |   |                 |  |                  |   |         |   |             |  |          |        |               |   |         | 
|Non-controlling
    interest, net income (loss)                                              |                 | – |                 |   | –               |  |                  | – |         |   | –           |  |          | –      |               |   | –       | 
|                                                                                             |                 |   |                 |   |                 |  |                  |   |         |   |             |  |          |        |               |   |         | 
|Beneficial
    conversion feature of convertible notes                                       |                 | – |                 |   | –               |  |                  | – |         |   | –           |  |          | –      |               |   | –       | 
|                                                                                             |                 |   |                 |   |                 |  |                  |   |         |   |             |  |          |        |               |   |         | 
|Balance,
    December 31, 2018                                                               |                 | – |                 |   | –               |  |                  | – |         |   | –           |  |          | –      |               |   | –       | 
|                                                                                             |                 |   |                 |   |                 |  |                  |   |         |   |             |  |          |        |               |   |         | 
|                                                                                             |                 |   |                 |   |                 |  |                  |   |         |   |             |  |          |        |               |   |         | 
|Net income
    (loss)                                                                        |                 | – |                 |   | –               |  |                  | – |         |   | –           |  |          | –      |               |   | –       | 
|                                                                                             |                 |   |                 |   |                 |  |                  |   |         |   |             |  |          |        |               |   |         | 
|Non-controlling
    interest, net income (loss)                                              |                 | – |                 |   | –               |  |                  | – |         |   | –           |  |          | –      |               |   | –       | 
|                                                                                             |                 |   |                 |   |                 |  |                  |   |         |   |             |  |          |        |               |   |         | 
|Issuance of
    Series A Preferred stock                                                     |                 | – |                 |   | –               |  |                  | – |         |   | –           |  |          | 50,000 |               |   | 50      | 
|                                                                                             |                 |   |                 |   |                 |  |                  |   |         |   |             |  |          |        |               |   |         | 
|Issuance of
    shares to management and consultants                                         |                 | – |                 |   | –               |  |                  | – |         |   | –           |  |          | –      |               |   | –       | 
|                                                                                             |                 |   |                 |   |                 |  |                  |   |         |   |             |  |          |        |               |   |         | 
|Beneficial
    conversion feature of convertible notes                                       |                 | – |                 |   | –               |  |                  | – |         |   | –           |  |          | –      |               |   | –       | 
|                                                                                             |                 |   |                 |   |                 |  |                  |   |         |   |             |  |          |        |               |   |         | 
|Retirement
    of convertible debt and accrued interest through the issuance of common stock |                 | – |                 |   | –               |  |                  | – |         |   | –           |  |          | –      |               |   | –       | 
|                                                                                             |                 |   |                 |   |                 |  |                  |   |         |   |             |  |          |        |               |   |         | 
|Balance,
    December 31, 2019                                                               |                 | – |                 | $ | –               |  |                  | – |         | $ | –           |  |          | 50,000 |               | $ | 50      | 



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











F-4







Kisses From Italy Inc.

Consolidated Statements of Cash Flows





|                                                                        |  | Year Ended   |            |   | Year Ended   |  
|----------------------------------------------------------------------- |  | ------------ | ---------- | - | ------------ | -
|                                                                        |  | December 31, |            |   | December 31, |  
|                                                                        |  | 2019         |            |   | 2018         |  
|                                                                        |  |              |            |   |              |  
|Cash flows from operating activities of continuing operations:          |  |              |            |   |              |  
|Net income (loss)                                                       |  | $            | (3,089,503 | ) |              | $
|Net income loss attributable to non-controlling interest                |  |              | (21,092    | ) |              |  
|Adjustments to reconcile net loss to cash used in operating activities: |  |              |            |   |              |  
|Depreciation and amortization                                           |  |              | 43,303     |   |              |  
|Stock-based compensation                                                |  |              | 2,309,897  |   |              |  
|Interest expense recorded on preferred stock issuance                   |  |              | 175,000    |   |              |  
|Amortization of debt discount                                           |  |              | 160,583    |   |              |  
|Changes in operating assets and liabilities:                            |  |              |            |   |              |  
|Other assets                                                            |  |              | (1,572     | ) |              |  
|Other receivable                                                        |  |              | (4,442     | ) |              |  
|Inventory                                                               |  |              | (1,987     | ) |              |  
|Accounts payable                                                        |  |              | 15,112     |   |              |  
|Accrued liabilities                                                     |  |              | (14,813    | ) |              |  
|Net cash provided by (used in) operating activities                     |  |              | (422,871   | ) |              |  
|                                                                        |  |              |            |   |              |  
|Cash flows from investing activities:                                   |  |              |            |   |              |  
|Purchase of fixed assets                                                |  |              | (12,069    | ) |              |  
|Net cash provided by (used in) financing activities                     |  |              | (12,069    | ) |              |  
|                                                                        |  |              |            |   |              |  
|Cash flows from financing activities:                                   |  |              |            |   |              |  
|Proceeds/payments from short term borrowings-net                        |  |              | 357        |   |              |  
|Proceeds from the sale of preferred stock                               |  |              | 50,000     |   |              |  
|Proceeds from the sale of convertible notes                             |  |              | 388,547    |   |              |  
|Net cash provided by (used in) financing activities                     |  |              | 438,904    |   |              |  
|                                                                        |  |              |            |   |              |  
|Net increase (decrease) in cash and cash equivalents                    |  |              | 3,964      |   |              |  
|Cash and cash equivalents at beginning of period                        |  |              | 22,877     |   |              |  
|Cash and cash equivalents at end of period                              |  | $            | 26,841     |   |              | $
|                                                                        |  |              |            |   |              |  
|Supplemental disclosure of cash flow information:                       |  |              |            |   |              |  
|Cash paid for interest                                                  |  | $            | –          |   |              | $
|Cash paid for income taxes                                              |  | $            | –          |   |              | $



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











F-5







Kisses From Italy, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2019 and
2018





NOTE 1 – ORGANIZATION AND DESCRIPTION
OF BUSINESS



Kisses From Italy Inc. (the “Company”)
was incorporated in Florida on March 7, 2013. The Company’s main focus is to develop a fast, casual food dining chain restaurant
business of corporate-owned restaurants and expanding through a nationwide/international franchise and territory sales program.
The Company commenced operations in May 2015 by opening its first location in Ft. Lauderdale, Florida. Three additional restaurants,
which were located in various Wyndham Hotel properties in the Pompano Beach, Florida area, were then opened within the following
ten months. All locations, which were in leased facilities, were fully operational by April 2016. In December 2017, the Company
vacated one of its restaurants due to the hurricane and did not re-open that location in 2019.



The Company’s accounting year end is
December 31.



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 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 9th LLC, Kisses
from Italy-Franchising LLC; and its 70% owned subsidiary, Kisses-Palm Sea Royal LLC.



All intercompany accounts and transactions
are eliminated in consolidation.



Going Concern



The accompanying consolidated financial
statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets
and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial
statements. On a consolidated basis, the Company has incurred significant operating losses since inception. For the year ended
December 31, 2019 we had an operating loss of $3,082,860. As of December 31, 2019 we had a working capital deficit of $181,492
and a retained earnings deficit of $5,207,491.



Because the Company does not expect that existing
operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s
ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative
sources of financing. Historically, the Company has raised capital through private placements, as an interim measure to finance
working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining
some short-term loans. The Company will be required to continue to so until its consolidated operations become profitable. Also,
the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue
this practice where feasible.



Use of Estimates



The preparation of financial statements in
conformity with US 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 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.









F-6







Foreign Currency Translation



The functional and reporting currency of the
company’s Bari location in Italy is the Euro. Management has adopted ASC 830 “Foreign Currency Matters” for transactions
that occur in foreign currencies. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing
at the balance sheet date. Average monthly rates are used to translate revenues and expenses.



Transactions denominated in currencies other
than the functional currency 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.



For the approximate two month period ended
December 31, 2019 when Bari began operation, the difference in the exchange rate and the average monthly rate was not material.



Revenue Recognition



Sales, as presented in the Company’s
consolidated statement of earnings, represents food and beverage product sold and is presented net of discounts, coupons, employee
meals and complimentary meals. Revenue from restaurant sales is recognized when food and beverage products are sold.





On
January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with
Customers (“ASC 606”), using the modified retrospective method applied to those contracts which were not completed
as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior
period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC
605. As of and for the years ended December 31, 2019 and 2018, respectively, the consolidated financial statements were not
materially impacted as a result of the application of Topic 606 compared to Topic 605.



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.



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. At December 31, 2019 and December 31,
2018, the Company cash equivalents totaled $26,841 and $22,877 respectively.



Property and equipment



Property and equipment are stated at cost or
fair value. During 2018 the Company closed one of its locations and removed all property and detachable leaseholds. The Company
believes that this equipment and leaseholds which are in excellent condition can be used at existing and new locations and that
the undepreciated book value is equivalent to its fair market value, thus no impairment was recorded. 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 estimated useful
lives of property and equipment are as follows:









F-7







|Computers, software, and office equipment | 1 – 6 years                                  
|----------------------------------------- | ---------------------------------------------
|Machinery and equipment                   | 3 – 5 years                                  
|Leasehold improvements                    | Lesser of lease term or estimated useful life



Income taxes



The Company accounts for income taxes under
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.



Stock-based Compensation



The Company accounts for stock-based compensation
using the fair value 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.



Leases



The Company currently follows the guidance
in ASC 840 “Leases,” which requires us to evaluate the lease agreements the Company enters into to determine
whether they represent operating or capital leases at the inception of the lease.



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, Leasesin 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 has 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 leases standards for certain companies. Since the Company
is classified as a small reporting company and has a calendar-year end companies the Company eligible for deferring the adoption
of ASC 842 to January 1, 2021.



ASC 842 will be effective for the Company
beginning on January 1, 2021. While we continue to evaluate the impact of the new standard, we expect the adoption of this guidance
will have not have any impact on our financial statements.



Valued Added Tax
(“VAT”)



The 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, 2019, the Company had a VAT
net receivable from is new Bari location which opened in 2019, amounting to $4,442. The VAT tax amounted to $-0- as of
December 31, 2018 because the Company had no foreign locations subject to VAT tax.











F-8







Inventory



The inventory is comprised of alcoholic
beverages at our new Bari location in Italy which opened in 2019. Our US locations do not have liquor licenses. The balance of
inventory at December 31, 2019 and 2018 was $1,987 and $-0- respectively.



Net Loss per Share



Net loss per common share is computed by dividing
net loss by the weighted average common shares 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 common shares and dilutive common share equivalents
outstanding.



Recent Accounting Pronouncements



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, Leasesin 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 has 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 leases standards for certain companies. Since the Company
is classified as a small reporting company and has a calendar-year end companies the Company eligible for deferring the adoption
of ASC 842 to January 1, 2021.



ASC 842 will be effective for us beginning
on January 1,2020. While we continue to evaluate the impact of the new standard, we expect the adoption of this guidance will have
not have any impact on our financial statements.



NOTE 3 – PROPERTY AND EQUIPMENT



The following table sets forth the components
of the Company’s property and equipment at December 31, 2019, and December 31, 2018:





|                                        |  | December 31, 2019 |         |  | December 31, 2018        |  
|--------------------------------------- |  | ----------------- | ------- |  | ------------------------ | -
|                                        |  | Cost              |         |  | Accumulated Depreciation |  
|Capital assets subject to depreciation: |  |                   |         |  |                          |  
|Furniture and equipment                 |  | $                 | 64,781  |  |                          | $
|Leasehold improvements                  |  |                   | 175,916 |  |                          |  
|Total fixed assets                      |  | $                 | 240,697 |  |                          | $





For the years ended December 31, 2019 and December
31, 2018, the Company recorded depreciation and amortization of $43,303 and $39,573 respectively.













F-9







NOTE 4 – ACCRUED AND OTHER LIABILITIES



The following table sets forth the components
of the Company’s accrued liabilities at December 31, 2019 and December 31, 2018.



|                          |  | December
    31, 2019 |         |  | December
    31,  2018 |  
|------------------------- |  | --------------------- | ------- |  | ---------------------- | -
|Sales tax payable         |  | $                     | 7,630   |  |                        | $
|Accrued interest payable  |  |                       | 2,940   |  |                        |  
|Accrued rent              |  |                       | –       |  |                        |  
|Payroll tax liabilities   |  |                       | 132,706 |  |                        |  
|Accrued other             |  |                       | –       |  |                        |  
|Total accrued liabilities |  | $                     | 143,276 |  |                        | $



The Company is in arrears on its payroll tax
payments as of December 31, 2019. Included in the “payroll tax liabilities” as of December 31, 2019, is approximately
$35,209 in interest and penalties.



NOTE 5 – LOANS PAYABLE



We have one
asset-based line of credit of $15,950 as of December 31, 2019. The amount of credit available to be accessed is dependent on the
amount of documented credit receipts received by the Company’s restaurants. The due dates on these credit advances are typically
between 90 and 180 days. The interest rate on the facility is approximately 25%, plus additional processing fees of approximately
5%.



As of December 31, 2019, and December
31 2018, loan payable balances were $6,000 and $5,643 respectively. The amount of loans outstanding was significantly reduced
due to proceeds from less expensive (in terms of the interest rate) convertible debt that was applied against loan balances.



NOTE 6 – CONVERTIBLE NOTES



As of December 31, 2019 and December 31, 2018,
the balance of convertible notes was $10,000 and $277,650 respectively.



In April 2018, the Company commenced a private
offering of up to $700,000 in convertible debenture (the “Debentures”), to non-residents of the US. These notes accrue
interest at the rate of 8% per annum and are convertible into shares of the Company’s Common Stock and are only convertible
until such time as the Company’s Common Stock is approved for trading, of which there is no assurance, at a conversion rate
of $0.0667 per share. Interest is payable annually, on or before February 15 of each year. The Debentures mature three years after
the issuance date.



Since the Company’s shares were previously
sold in a private placement at a price of $0.10 per share, the difference in price is considered a beneficial conversion feature.
Since the holders of the Notes have the right to convert immediately, the beneficial conversion feature of $221,843 has been immediately
expensed and recorded as interest expense.



During the three month period ended September
30, 2019, convertible noteholders holding $656,195 of convertible notes along with accrued interest of $30,074 converted their
notes into 10,294,285 shares of Common Stock.



NOTE 7 – STOCKHOLDERS EQUITY



Capital Stock



The Company has authorized 200,000,000 shares
of Common Stock authorized. At December 31, 2019 and December 31, 2018, there were 126,550,553 and 81,780,170 shares of Common Stock
issued and outstanding, with a $0.001 par value.



Common Stock Issued in Private Placements



During the year ended December 31, 2019, the
Company did not accept any subscription agreements to purchase its Common Stock.











F-10









Common Stock Issued in Exchange for
Services



During the year ended December 31, 2019, the
Company issued 34,476,080 shares of its Common Stock to its management and consultants for services. These shares were values at
$2,309,897.



Preferred Stock



On December 19, 2019, the Company filed a Certificate
of Designation with the state of Florida to set up three categories of preferred stock: Series A Preferred Stock, Series B Preferred
Stock and Series C Preferred Stock (the “Certificate of Designation”). The Certificate of Designation designated 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 (300) 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 (the “Board”).



Liquidation Preference



No distribution shall be made to holders of
shares of capital stock ranking junior to the Series A Preferred Stock upon liquidation, dissolution or winding-up of the Company.
The Series A Stock ranks pari passu with the Series C Stock.



The were no shares of Series A Stock outstanding
as of December 31, 2019.



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 paid for
the shares. The Board has the authorization to establish a minimum price for the price (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 the Series B Stock shall not be entitled to voting rights except
as otherwise provided for in the law. The holders of Series B Stock are not entitled to dividends until and unless determined by
the Board.



Liquidation Preference



The holders of Series B Stock shall not be
entitled to any distributions upon a liquidation of the Company.



Restrictions of Transferability



The shares of the Series B Preferred 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, 2019.











F-11







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.
The Board has established a minimum price for the price paid of $0.10 per share. The holders of the Series C Stock shall not be
entitled to voting rights except as otherwise provided for in the law. The holders of Series C Stock are not entitled to dividends
until and unless determined by the Board.



Liquidation Preference



Upon any liquidation of the Company, the holders
of Series C Stock shall be entitled to the amount paid for the shares of Series C Stock prior to the holders of shares ranking
junior to the Series C Stock. Upon the holders of the Series C Stock and any series of stock ranking pari passu with the Series
C Stock having received distributions to which they are entitled, the remaining assets of the Company shall be distributed to the
other holders pro rata in proportion to the shares held by each holder.



Restrictions of Transferability



The shares of the Series C Preferred 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 50,000 shares of Series C Preferred,
par value $0.001 which were purchased at a price of $1.00 per share, outstanding as of December 31, 2019.



NOTE 8 – COMMITMENTS AND CONTINGENCIES



As of December 31, 2019 and 2018, the Company
had three operating store locations. The Company leases these spaces based upon the following schedules:



| | · | Kisses From Italy 9th LLC based in Fort Lauderdale, Fl. leases approximately 990 square feet of space at a cost of $2,650 per month through the period ended July 31, 2018. Beginning on August 1, 2018 the rent increased to $5,773 per month for eight months and then it will be reduced to $3,274 per month. The increased rent amount of $5,773 includes an additional payment of $2,500 per month for these 8 months, arising out of a $20,000 dispute settlement related to a rent dispute. For financial statement purposes, this amount for the months of September and August 2018 ($5,000) has been recorded as “rent expense” on the Company’s financial statement The lease ends on December 9, 2020.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Kisses From Italy-Palm Aire based in Pompano Beach, Florida leases approximately 2,300 square feet of space at a cost of $3,800 per month. The lease ends on May 1, 2020. The Company has a one-year automatic renewal provision for this lease.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Kisses From Italy -Sea Gardens based in Pompano Beach, Florida leases approximately 600 square feet of space at a cost of $546 per month. The lease ends on August 1, 2020. The Company has a one-year automatic renewal provision for this lease but is not obligated to exercise this renewal provision.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                           
| | · | Italian location - Strada Provinciale 70 #100, Ceglie del Campo, 70129, Bari, Italia -The Lease was signed
for a six year term in June 2019, at a rate of approximately $1,570 per month.                                                                                                                 





The Company also rents professional and furnished
space on a month to month basis in Miami, Florida at a cost of $223 per month, which has been designated the Company’s principal
place of business.



NOTE 9 – SUBSEQUENT EVENTS





For the period from January 1, 2020 through
the date of this Report, the Company received $93,100 in proceeds from the sale of Series C Preferred Stock to six different accredited
investors. Additionally, an accredited investor providing services to the Company converted $10,000 of unpaid fees into $10,000
of Series C Preferred Stock.







F-12







ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None



ITEM 9A.    CONTROLS AND PROCEDURES



Disclosure Controls and
Procedures



Disclosure Controls and Procedures–Our
management, with the participation of our Chief Executive Officer and Chief 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 CEO and CFO, to allow timely decisions
regarding required disclosure.



Based on this evaluation, our management, including
our CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 31, 2019, at reasonable assurance
levels



We believe that our financial statements presented
in this annual report on Form 10-K fairly present, in all material respects, our financial position, results of operations, and
cash flows for all periods presented herein.



Inherent Limitations –
Our management, including our Chief Executive Officer and Chief 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 fiscal year ended December
31, 2019, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15 and
15d-15 under the Exchange Act, 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 temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this Annual Report.



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
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









15







|● | 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, 2019. 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, 2019, our disclosure controls and procedures and internal control over financial reporting were effective.
..



ITEM 9B.    OTHER INFORMATION



None













16







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       |  | 42  |  | Co-Chief Executive Officer, President, and Chairman of the Board    
|Claudio Ferri         |  | 42  |  | Co-Chief Executive Officer, Chief Investment Officer, and a director
|Leonardo Fraccalvieri |  | 34  |  | Chief Operating Officer and Director                                



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.



Resumes



Michele Di Turi has been our
Co-Chief Executive Officer, President and Director since our inception. 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, from February 2003 through November 2008, he was employed by Mazda President, Inc.,
Montreal, Canada, as a sales representative and director of customer service. He devotes substantially all of his time to our business
affairs.



Claudio Ferri is our Co-Chief
Executive Officer, Chief Investment Officer and a director, positions he assumed at our inception. 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. He devotes approximately 30% of his time to our business affairs.



Leonardo Fraccalvieri has been
our Chief Operating Officer and a director since our inception. 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 US. From June 2012 through December 2013, he 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. 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, majoring in Management Consulting
and Strategy. He devotes substantially all of his time to our business affairs.



Board Committees



As of the date of this Report, we do not have
any committees of our Board of Directors. We expect to appoint outside Directors to serve on our Board in the near future, but
as of the date of this Report, we have not identified such prospective Directors. Once appointed and we become a reporting company,
of which there is no assurance, we expect to form an Audit Committee, a Compensation Committee, a Corporate Governance Committee,
and a Nominating Committee.



Family Relationships



There are no family relationships between any of our Directors or
executive officers.









17







Involvement in Certain
Legal Proceedings



To our knowledge, 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 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 of ours; (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 Marketplace.



Section 16(a) Beneficial
Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act
of 1934 (the “34 Act”) requires our officers and directors and persons owning more than ten percent of the Common Stock,
to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”).
Additionally, Item 405 of Regulation S-K under the 34 Act requires us to identify in our Form 10-K and proxy statement those
individuals for whom one of the above-referenced reports was not filed on a timely basis during the most recent year or prior years.
To our best knowledge, there has been no change in the holdings of any of our affiliates and no reports were required to be filed.



Code of Ethics



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









18







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 executive officers. We do not currently have
an established policy to provide compensation to members of our Board of Directors for their services in that capacity, although
we may choose to adopt a policy in the future.



SUMMARY COMPENSATION TABLE



|Name
    and principal position        |  | Year |  |  | Salary
                                         ($) |  |  |  | Bonus($) |  |  |  | Stock
                                         Awards ($) |  |  | Option
    Awards ($) |  | Non-Equity
    Incentive Plan Compensation ($) |  | Nonqualified
    Deferred Compensation Earnings ($) |  | All
    Other Compensation ($) |  | Total
    ($)
|-------------------------------------- |  | ---- |  |  | --------------------------------------------------- |  |  |  | -------- |  |  |  | --------------------------------------------------------- |  |  | --------------------- |  | ---------------------------------------------- |  | --------------------------------------------------- |  | ------------------------------ |  | -------------
|Michele Di Turi,                       |  | 2019 |  |  | -0-                                                 |  |  |  | -0-      |  |  |  | -0-                                                       |  |  | -0-                   |  | -0-                                            |  | -0-                                                 |  | $1,133,037(a)                  |  | $1,133,037   
|Co-CEO and President,
    and Chairman |  | 2018 |  |  | $16,953                                             |  |  |  | -0-      |  |  |  | -0-                                                       |  |  | -0-                   |  | -0-                                            |  | -0-                                                 |  | -0-                            |  | $16,953      
|Claudio Ferri,                         |  | 2019 |  |  | -0-                                                 |  |  |  | -0-      |  |  |  | -0-                                                       |  |  | -0-                   |  | -0-                                            |  | -0-                                                 |  | 804,005(b)                     |  | $804,005     
|Co-CEO and CIO                         |  | 2018 |  |  | -0-                                                 |  |  |  | -0-      |  |  |  | -0-                                                       |  |  | -0-                   |  | -0-                                            |  | -0-                                                 |  | -0-                            |  | $0           
|Leonardo                               |  | 2019 |  |  | -0-                                                 |  |  |  | -0-      |  |  |  | -0-                                                       |  |  | -0-                   |  | -0-                                            |  | -0-                                                 |  | -0-                            |  | $0           
|Fraccalvieri, COO                      |  | 2018 |  |  | -0-                                                 |  |  |  | -0-      |  |  |  | -0-                                                       |  |  | -0-                   |  | -0-                                            |  | -0-                                                 |  | -0-                            |  | $0           



| | (a) | Represents a bonus award of 16,911,000 shares for services performed and in lieu
| | --- | --------------------------------------------------------------------------------

| | (b) | Represents a bonus award of 12,000,080 shares for services performed
| | --- | --------------------------------------------------------------------



Salaries are established by our Board of Directors.
We currently do not have a Compensation Committee but expect to have one in place in the future once we have independent directors.
None of our employees are employed pursuant to an employment agreement.



Outstanding Equity Awards at Fiscal Year-End



The table below summarizes all unexercised
options, stock that has not vested, and equity incentive plan awards for each named executive officer as of December 31, 2019.



|OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END       
|---------------------------------------------------
|OPTION AWARDS                                      
|Name                                               
|Michele Di Turi, Co-CEO and President, and Chairman
|Claudio Ferri, Co-CEO and CIO                      
|Leonardo Fraccalvieri, COO                         













19







Compensation
of Directors



Other than the compensation described above
in the Summary Compensation Table, our officers and directors are reimbursed for actual expenses incurred.



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.



ITEM 12.    SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table sets forth certain information
regarding the ownership of Common Stock and Preferred Stock voting with the Common Stock as of the date of this Report by (i) each
person known to us to own more than 5% of our outstanding Common Stock as of the date of this Report, (ii) each of our directors,
(iii) each of our executive officers, and (iv) all of our directors and executive officers as a group. Unless otherwise indicated,
all shares are owned directly and the indicated person has sole voting and investment power. The information provided is based
upon 126,550,535 Common Shares issued and outstanding as of the date of this Report.



|Class of Shares |  | Name and Address                                                                       |  | # of Shares |  | % of Class  
|--------------- |  | -------------------------------------------------------------------------------------- |  | ----------- |  | ------------
|                |  |                                                                                        |  |             |  |             
|Common          |  | Michele Di Turi(1)
        80 SW 8th St. Suite 2000
        Miami, Florida 33130       |  |             |  | 43.5%       
|                |  |                                                                                        |  |             |  |             
|Common          |  | Claudio Ferri(1)
        80 SW 8th St. Suite 2000
        Miami, Florida 33130         |  |             |  | 25.6%       
|                |  |                                                                                        |  |             |  |             
|Common          |  | Leonardo Fraccalvieri(1)
        80 SW 8th St. Suite 2000
        Miami, Florida 33130 |  |             |  | less than 1%
|                |  |                                                                                        |  |             |  |             
|Common          |  | All Officers and Directors as a Group (3 persons)                                      |  |             |  | 69.9%       
|                |  |                                                                                        |  |             |  |             
|Common          |  | Other 5% Shareholders                                                                  |  |             |  | None.       



|(1) | Officer and director of our Company.                                 
|--- | ---------------------------------------------------------------------
|(2) | Includes 410,000 shares of common stock held in the name of his wife.



ITEM 13.     CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE



Related Party Transactions



There are no related party transactions that
are required to be disclosed pursuant to Regulation S-K promulgated under the Securities Act of 1933, as amended.



Director Independence



None of our current directors are deemed “independent”
pursuant to SEC rules. We anticipate appointing independent directors in the foreseeable future.









20







ITEM 14.    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, 2019 and 2018:



|               |  | December 31, 2019 |        |  | December 31, 2018 |  
|-------------- |  | ----------------- | ------ |  | ----------------- | -
|Audit Fees     |  | $                 | 35,000 |  |                   | $
|Tax Fees       |  |                   | –      |  |                   |  
|All Other Fees |  |                   | –      |  |                   |  
|Total          |  | $                 | 35,000 |  |                   | $



Audit Fees. Consist of amounts billed
for professional services rendered for our annual financial statements our Annual Report on Forms 10-K for our fiscal years ended
December 31, 2019 and 2018, respectively, and for reviews of our interim financial statements included in our Quarterly Reports
on Form 10-Q.



Tax Fees. Consists of amounts billed
for professional services rendered for tax return preparation, tax planning, and tax advice.



All Other Fees. Consists of amounts
billed for services other than Audit Fees.



We do not have an audit committee and as a
result, our entire Board of Directors performs the duties of an audit committee. Our Board of Directors evaluates the scope and
cost of the engagement of an auditor before the auditor renders audit and non-audit services.











21







PART IV



ITEM 15.    EXHIBITS, FINANCIAL STATEMENT
SCHEDULES



The following exhibits are included herewith:



|Exhibit No. |  | Description                                                                                            
|----------- |  | -------------------------------------------------------------------------------------------------------
|            |  |                                                                                                        
|31.1        |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002     
|            |  |                                                                                                        
|31.2        |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002     
|            |  |                                                                                                        
|32          |  | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350



|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



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.



|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 Current Report on Form 8-K filed on December 26, 2019)
|            |  |                                                                                                                                                                                                                                                                                            
|10.1        |  | 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)                                                                     
|            |  |                                                                                                                                                                                                                                                                                            
|10.2        |  | 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)                                                     
|            |  |                                                                                                                                                                                                                                                                                            
|10.3        |  | Online Virtual Office Arrangement between Registrant and Regas Management Group, LLC commencing July 1, 2018 (incorporated by reference to Form S-1 Registration Statement filed on May 15, 2018)                                                                                          
|            |  |                                                                                                                                                                                                                                                                                            
|10.4        |  | Form of 8% Convertible Debenture (incorporated by reference to Amendment to Form S-1 Registration Statement filed on July 11, 2018)                                                                                                                                                        
|            |  |                                                                                                                                                                                                                                                                                            
|10.5        |  | Form of Convertible Debenture, 2018-9 Offering (incorporated by reference to Form 10-K filed
    April 16, 2019)                                                                                                                                                                           
|            |  |                                                                                                                                                                                                                                                                                            
|21.1        |  | List of Subsidiaries (incorporated by reference to Form 10-K filed
    April 16, 2019)                                                                                                                                                                                                     









22







SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amended Annual Report
to be signed on its behalf by the undersigned thereunder duly authorized.



|                        | KISSES FROM ITALY, INC. |                                                          
|----------------------- | ----------------------- | ---------------------------------------------------------
|                        |                         |                                                          
|Dated:
    May 28, 2020 | By:                     | s/ Michel Di Turi                                        
|                        |                         | Michel Di Turi, Principal Executive Officer              
|                        |                         |                                                          
|                        |                         |                                                          
|                        | By:                     | s/ Claudio Ferri                                         
|                        |                         | Claudio Ferri, Principal Financial and Accounting Officer



In accordance with the Exchange Act, this Amended
Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on
May 28, 2020.



s/ Michel Di Turi

Michel Di Turi, Director



s/ Claudio Ferri

Claudio Ferri, Director



s/ Leonardo Fraccalvieri

Leonardo Fraccalvieri, Director

















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