0001683168-21-002044.txt : 20210517 0001683168-21-002044.hdr.sgml : 20210517 20210517160537 ACCESSION NUMBER: 0001683168-21-002044 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 45 CONFORMED PERIOD OF REPORT: 20210331 FILED AS OF DATE: 20210517 DATE AS OF CHANGE: 20210517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kisses From Italy Inc. CENTRAL INDEX KEY: 0001608092 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 462388377 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-55967 FILM NUMBER: 21930378 BUSINESS ADDRESS: STREET 1: 80 SW 8TH STREET STREET 2: SUITE 2000 CITY: MIAMI STATE: FL ZIP: 33130 BUSINESS PHONE: (305) 423-7024 MAIL ADDRESS: STREET 1: 80 SW 8TH STREET STREET 2: SUITE 2000 CITY: MIAMI STATE: FL ZIP: 33130 FORMER COMPANY: FORMER CONFORMED NAME: Kisses From Italy, Inc. DATE OF NAME CHANGE: 20140514 10-Q 1 kisses_10q-033121.htm QUARTERLY REPORT

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2021

☒ TRANSITION REPORT PURSUANT TO 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)		(I.R.S. Employer Identification No.)

80 SW 8^th Street

Suite 2000

Miami, Florida 33130

(Address of principal executive offices)

(305) 423-7129

(Registrant’s telephone number, including area code)

____________________________________________________________

Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not applicable	Not applicable	Not applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 Rule 405 of 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, a 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of May 17, 2021, there were 167,882,335 shares of the registrant's common stock outstanding.

TABLE OF CONTENTS

		Page No.
PART I
FINANCIAL INFORMATION

Item 1.	Financial Statements		4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		21
Item 4.	Controls and Procedures		21

PART II
OTHER INFORMATION

Item 1.	Legal Proceedings		23
Item 1A.	Risk Factors		23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 3.	Defaults Upon Senior Securities		23
Item 4.	Mine Safety Disclosures		23
Item 5.	Other Information		23
Item 6.	Exhibits		24
	Signatures		25

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon our current assumptions, expectations, and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not forward-looking. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.

Factors that may cause or contribute actual results to differ from these forward-looking statements include, but are not limited to, for example:

adverse economic conditions;

the Company’s ability to raise capital to fund its operations;

industry competition;

the inability to attract and retain qualified senior management;

other risks and uncertainties related to the restaurant industry and our business strategy; and

the impact of the Covid-19 pandemic on our operations and franchise expansion.

All forward-looking statements speak only as of the date of this Report. Except to the extent required by law, we undertake no obligation to update any forward-looking statements or other information contained herein. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements in this Report are reasonable, we cannot assure you that these plans, intentions or expectations will be achieved.

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Kisses From Italy Inc.

Consolidated Balance Sheets

(Unaudited)

	March 31,			December 31,
	2021			2020

ASSETS
Current assets:
Cash and cash equivalents	$	54,447		$	37,336
Accounts receivable		10,037			5,761
Other receivable		4,839			4,839
Inventory		4,336			4,051
Total current assets		73,659			51,987
Property and equipment, net		7,374			8,480
Other Assets		1,092			2,635
Total assets	$	82,125		$	63,102

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		58,495			64,762
Accrued liabilities		149,487			148,519
Total current liabilities		207,982			213,281
Notes payable		12,171			12,171
Convertible Notes		10,000			10,000
Total liabilities		230,153			235,451

Commitments and contingencies		–			–

Stockholders' Equity:
Preferred stock, Series A $0.001 par value. 1,500,000 shares authorized; no shares issued and outstanding		–			–
Preferred stock, Series B $0.001 par value. 5,000,000 shares authorized; no shares issued and outstanding		–			–
Preferred stock, Series C, $0.001 par value 1,000,000 shares authorized; 79,610 shares and 79,610 shares issued and outstanding as of March 31, 2021 and December 31 2020, respectively		80			80
Common stock, $0.001 par value, 200,000,000 shares authorized; and 157,782,335 and 154,832,335 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively		157,782			154,832
Additional paid-in capital		9,054,733			8,612,683
Retained earnings deficit		(9,338,754	)		(8,916,893	)
Total Kisses From Italy Stockholders' Equity (Deficit)		(126,159	)		(149,298	)
Non-controlling interest		(21,869	)		(23,052	)
Total stockholders' equity		(148,028	)		(172,350	)
Total liabilities and equity	$	82,125		$	63,101

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

Kisses From Italy Inc.

Consolidated Statements of Operations

(Unaudited)

	Three Months			Three Months
	Ended			Ended
	March 31,			March 31,
	2021			2020

Food sales	$	114,679		$	109,746
Cost of goods sold		52,668			43,974
Gross margin		62,011			65,771
Operating expenses:
Depreciation and amortization		3,016			12,951
Executive compensation		–			9,994
Stock based compensation		300,000			36,301
Payroll and other expenses		50,755			47,018
Rent		28,106			29,689
Consulting and professional fees		63,752			29,830
General and administrative		34,965			43,257
Total operating expenses		480,594			209,040
Income (loss) from operations		(418,583	)		(143,268	)
Other income (expense)
Interest income (expense), net		(2,096	)		(354,633	)
Total other income (expense)		(2,096	)		(354,633	)
Income (loss) before income taxes		(420,679	)		(497,901	)
Provision for income taxes (benefit)		–			–
Net loss		(420,679	)		(497,901	)
Less: net gain (loss) attributable to non-controlling interests		1,183			2,004
Net loss attributable to Kisses From Italy, Inc.	$	(421,862	)	$	(499,905	)

Basic and diluted earnings (loss) per common share	$	(0.00	)	$	(0.00	)

Weighted-average number of common shares outstanding:
Basic and diluted		157,381,779			127,092,335

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

Kisses From Italy Inc.

Consolidated Statements of Cash Flows

	Three months			Three months
	Ended			Ended
	March 31,			March 31,
	2021			2020

Cash flows from operating activities of continuing operations:
Net income	$	(421,862	)	$	(499,905	)
Net income loss attributable to non-controlling interest		1,183			2,004
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		3,016			12,951
Amortization of debt discount		–			351,920
Stock-based compensation for services		300,000			36,301
Changes in operating assets and liabilities:
Other assets		1,544			29
Account receivable		(4,276	)		–
Inventory		(285	)		–
Accounts payable		(6,267	)		1,985
Accrued liabilities		968			15,440
Net cash provided by (used in) operating activities		(125,979	)		(79,275	)

Cash flows from investing activities:
Purchase of fixed assets		(1,910	)		–
Net cash provided by (used in) financing activities		(1,910	)		–

Cash flows from financing activities:
Proceeds/payments from short term borrowings-net		–			(6,000	)
Proceeds from the sale of common stock		145,000			–
Proceeds from the sale of preferred stock		–			66,490
Net cash provided by (used in) financing activities		145,000			60,490

Impact of foreign exchange		–			587
Net increase (decrease) in cash and cash equivalents		17,111			(18,785	)
Cash and cash equivalents at beginning of period		37,336			26,841
Cash and cash equivalents at end of period	$	54,447		$	8,643

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.

Kisses from Italy

Consolidated Statements of Changes in Stockholders' Equity

(Unaudited)

Preferred Stock

Series A

Series B

Series C

Value

Balance, December 31, 2019

–

50,000

50.00

Net income (loss)

–

Non-controlling interest, net income (loss)

–

Issuance of Series C Preferred Stock

–

Beneficial conversion feature of convertible notes

–

Stock issued for services

–

Balance, March 31, 2020

–

50,000

116.00

Balance, December 31, 2020

–

79,610

Net income (loss)

–

Non-controlling interest, net income (loss)

–

Issuance of common stock for services

–

Issuance of common stock in private placement

–

Balance, March 31, 2021

–

79,610

					Additional		Non-						Total
	Common Stock				Paid-in		controlling			Retained			Stockholders'
	Shares		Value		Capital		Interest			Earnings			Equity
Balance, December 31, 2019		126,550,535	$	126,550	$	4,945,109	$	6,068		$	(5,207,491	)	$	(129,714	)

Net income (loss)		–		–		–		–			(499,905	)		(499,905	)

Non-controlling interest, net income (loss)		–		–		–		2,004			–			2,004

Issuance of Series C Preferred Stock		–		–		66,424		–			–			66,490

Beneficial conversion feature of convertible notes		–		–		351,920		–			–			55,669

Stock issued for services		541,800	$	542		35,759		–			–			–

Balance, March 31, 2020		127,092,335	$	127,092	$	5,399,212	$	8,072		$	(5,707,396	)	$	(172,905	)

Balance, December 31, 2020		154,832,335	$	154,832	$	8,612,683	$	(23,052	)	$	(8,916,893	)	$	(172,350	)

Net income (loss)		–		–		–		–			(421,862	)		(421,862	)

Non-controlling interest, net income (loss)		–		–		–		1,183			–			1,183

Issuance of common stock for services		1,500,000		1,500		298,500		–			–			300,000

Issuance of common stock in private placement		1,450,000		1,450		143,550		–			–			145,000

Balance, March 31, 2021		157,782,335	$	157,782	$	9,054,733	$	(21,869	)	$	(9,338,754	)	$	(148,028	)

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

Kisses From Italy Inc.

Notes to Unaudited Consolidated Financial Statements

For the Three Months Ended March 31, 2021, and 2020

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 Fort Lauderdale, Florida. Three additional restaurants, which are located in various Wyndham Hotel properties in the Pompano Beach, Florida area, were then opened within the following ten months. All locations, which are in leased facilities, were fully operational by April 2016. In December 2017, the Company vacated one of its restaurants due to a hurricane and did not re-open that location in 2019. The Company opened its inaugural European location in Ceglie del Campo, Bari, Italy, in October 2019. Such location will serve as the distribution center for products for European locations. The Bari location was closed in the fourth quarter of 2020 and currently remains closed as of the date of this Report due to Covid-19.

In September 2019, the Company's common stock was approved for trading by FINRA and in mid-October 2019 was approved for up-listing by the OTC Markets Group to the OTCQB under the symbol KITL.

The Company’s accounting year-end is December 31.

COVID-19

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

Covid-19 and 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. If our restaurants are required to be closed or only allowed to operate at less than full capacity, we will continue to incur certain fixed expenses such as rent payments currently of approximately $10,000 per month.

All of the Company’s four corporate-owned restaurants which are located in Fort Lauderdale, Florida, Bari, Italy, and within the Wyndham Palm Aire and the Wyndham Sea Gardens Hotels and Resorts in Pompano Beach, Florida, have fully re-opened subject to recommended social distancing guidelines. The Company’s hotel locations were closed longer than other sites due to CDC recommendations. The Company’s flagship Fort Lauderdale restaurant re-opened on May 1, 2020, its Bari, Italy location re-opened on June 20, 2020, The Wyndham Palm Aire location re-opened on July 11, 2020, and the Wyndham Sea Gardens location re-opened on July 22, 2020.

Except for our Bari location, our US locations are now open and are operating at near pre-Covid revenue levels. There can be no assurances that we will be allowed to remain open at full capacity or that we can maintain current sales levels.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management’s Representation of Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements at and as of December 31, 2020, filed as part of the Company’s Annual Report on Form 10-K with the SEC on April 15, 2021.

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

All intercompany accounts and transactions are eliminated in consolidation.

Going Concern

The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. On a consolidated basis, the Company has incurred significant operating losses since inception.

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 of equity and convertible debt as interim measures to finance working capital needs and may continue its efforts to raise additional capital through the sale of common stock or other securities and obtain short-term loans. The Company will be required to continue to do 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 the allowance for doubtful accounts, inventories, purchase price allocation of acquired businesses, impairment of long-lived assets and goodwill, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the net value of face amount less any allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company reviews the allowance for doubtful accounts on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are charged against the allowance when placed for collection. Recoveries of receivables previously written off are recorded when received. Interest is not charged on past due accounts. These receivables are related to the sale of our private label branded products sold in retail and grocery stores in Canada.

As of March 31, 2021, and December 31, 2020, our trade receivable amounted to $10,037 and $5,761, respectively, with an allowance for doubtful accounts of $-0- for both periods.

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. To date, this difference has been immaterial for the Bari location.

Transactions denominated in currencies other than the functional currency, such as the Company’s current retails sales in Canada for Kisses From Italy branded products, are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred.

For the five-month period ended March 31, 2021 when the Company began the branded retail products operations initiative in Canada, 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 periods ended March 31, 2021 and December 31, 2020, 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. On March 31, 2021 and December 31, 2020, the Company cash equivalents totaled $54,447 and $37,336, respectively.

Property and equipment

Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. 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:

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.

On Dec. 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements.

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, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard On November 15, 2019, the FASB 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 lease 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 December 15, 2021.

ASC 842 will be effective for the Company beginning on December 15, 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 March 31, 2021 and December 31, 2020 the Company had a VAT net receivable from its Bari location amounting to $4,839.

Canadian Government and Provincial Sales Tax (“G.S.T.” and “P.S.T.”)

The Company does not collect any Canadian G.S.T. (Government Sales Tax) and P.S.T. (Provincial Sales Tax) as the Company acts as product distributor and not as a final sales retailer.

Inventory

The inventory is comprised of alcoholic beverages at our new Bari location in Italy which opened in 2019 and inventory for retail sales held in Canada. Our US locations do not have liquor licenses. The balance of inventory on March 31, 2021 and December 31, 2020 was $4,336 and $4,051, 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, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB 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 December 15, 2021.

On December 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements.

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 – GOING CONCERN AND LIQUIDITY

As of March 31, 2021, and December 31, 2020, the Company had $54,447 and $37,336 in cash on hand, respectively, and for the three-month periods ended March 31, 2021, and 2020, the Company generated revenues of $114,679 and $109,746 and had losses of $420,679 and $497,901, respectively. As of March 31, 2021, the Company had a working capital deficiency of $134,323 and an accumulated deficit of $9,338,754.

The reports of the Company’s independent registered public accounting firm in the Company’s financial statements for the years ended December 31, 2020, and 2019, include an explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern. These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

It is the Company’s current intention to raise debt and/or equity financing to fund ongoing operating expenses. The Company believes it will be successful in raising sufficient capital to operate for the next 12 months, however, there is no assurance that financing, whether debt or equity, will be available to the Company, satisfactorily completed or on terms favorable to the Company. Any issuance of equity securities, if accomplished, could cause substantial dilution to existing stockholders and any debt financing may contain covenants limiting certain corporate actions. Any failure by the Company to successfully raise additional financing would have a material adverse effect on its business, including the possible inability to continue operations.

NOTE 4 – PROPERTY AND EQUIPMENT

As of March 31, 2021 and December 31, 2020 the Company had $7,374 and $8,480 in property and equipment, all located at its Bari location in Italy. As of March 31, 2021 all property and equipment and leaseholds at its US locations had been fully depreciated.

NOTE 5 – ACCRUED AND OTHER LIABILITIES

The following table sets forth the components of the Company’s accrued liabilities on March 31, 2021 and December 31, 2020.

	March 31, 2021		December 31, 2020
Sales tax payable	$	2,058	$	3,804
Accrued interest payable		2,714		2,067
Payroll tax liabilities		144,715		142,648
Total accrued liabilities	$	149,487	$	148,519

The Company is in arrears on its payroll tax payments as of March 31, 2021. Included in the “payroll tax liabilities” as of March 31, 2021, is approximately $32,389 in interest and penalties.

NOTE 6 – PROMISSORY NOTES PAYABLE

As of March 31, 2021 and December 31, 2020 we had two unsecured 8% notes payable amounting to $12,171 that mature in June 2023.

NOTE 7 – CONVERTIBLE NOTES

As of March 31, 2021 and December 31, 2020, the outstanding principal balance of convertible notes was $10,000.

NOTE 8 – STOCKHOLDERS EQUITY

Common Stock

The Company has authorized 200,000,000 shares of Common Stock. On March 31, 2021 and December 31, 2020, there were 157,782,335 and 154,832,335 shares of common stock issued and outstanding, respectively, with a $0.001 par value. During the three months ended March 31, 2021, the Company issued 1,500,000 shares of common stock to an investor relations firm. These shares were valued at $300,000. Additionally during this period the Company raised $145,000 from the sale of 1,450,000 shares of common stock to three accredited investors.

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.

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.

There were no shares of Series A Stock outstanding as of March 31, 2021 and March 31, 2020.

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 the Series B Stock (so that if the market price of the common stock of the Company drops below the issuance price, the conversion rate will then be based on the minimum price established by the Board and not the price paid for the shares). The holders of 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 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 March 31, 2021.

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 conversion price 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.

As of March 31, 2021 and December 31, 2020 there were 79,610 shares and 79,610 shares of Series C Preferred outstanding, respectively, which were purchased at a price of $1.00 per share.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

As of March 31, 2021, and December 31, 2020, the Company had four operating restaurants. The Company leases these spaces based upon the following schedules:

Kisses From Italy 9^th LLC based in Fort Lauderdale, Florida leases approximately 990 square feet for $3,273.00 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 was reduced to $3,274 per month. The lease expired on December 9, 2020 and was renewed for an additional one-year term.

Kisses From Italy-Palm Aire based in Pompano Beach, Florida leases approximately 2,300 square feet for $3,933.00 per month. The Company has a one-year automatic renewal provision for this lease on May 1st of each year under the same terms.

Kisses From Italy – Sea Gardens based in Pompano Beach, Florida leases approximately 600 square feet for $578.06 per month. The lease ended on August 1, 2018, and was renewed on the same terms. The Company has a one-year optional automatic renewal provision for this lease.

Kisses From Italy – based in Bari, Italy, leases approximately 2,200 square feet of space for 1,400 euros per month under the terms of a six-year lease which ends on May 5, 2024 and has an optional automatic renewal provision for six years.

During the three months ended March 31, 2021, the Bari location received approximately $2,700 in Covid rent subsidies from the government of Italy.

The Company also rents furnished office space on a month-to-month basis in Miami, Florida for $223 per month which serves as its principal executive offices. The Company will remain responsible for rent payments for its restaurant space even if its restaurants are required to close or are permitted to open at limited occupancy, due to the continuing Covid-19 outbreak.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to March 31,2021 to the date these consolidated financial statements were issued, and has determined that the following material events occurred:

On April 22, 2021, the Company’s wholly-owned subsidiary, Kisses from Italy-Franchising, LLC (“Franchisor”), entered into a consulting agreement (the “Consulting Agreement”) with Fransmart, LLC, a Delaware limited liability company (“Fransmart”), effective as of April 16, 2021, pursuant to which the Franchisor engaged Fransmart as its exclusive global franchise developer and representative for a period of ten years.

In consideration for its services under the Consulting Agreement, Fransmart is entitled to receive certain fees, royalties, and commissions expressly contingent upon Fransmart achieving certain agreed upon milestones on behalf of the Company. In addition, Fransmart was granted a stock option to purchase 16,000,000 shares of the Company’s common stock, exercisable by Fransmart on a cashless basis.

Fransmart is entitled to terminate the Agreement in the event of a default by Franchisor of its obligations under the Agreement, if not cured within thirty days of written notice. In the event of early termination due to Franchisor’s default, in addition to all other amounts due and payable to Fransmart as of the date of termination, Franchisor shall pay Fransmart an amount equal to the trailing twelve months commissionable revenue generated by franchising, as described in the Consulting Agreement, multiplied by the number of years remaining of the term of the Consulting Agreement. If Fransmart is in default of its obligations under the Consulting Agreement, Franchisor may terminate the Consulting Agreement if such default is not cured within forty-five days after receipt of a written notice of default. Franchisor also has the right, after the beginning of the sixth year of the term of the Consulting Agreement, upon written notice to Fransmart, to terminate this Agreement by paying Fransmart, in one lump sum, unless otherwise approved by Fransmart, an early termination fee of $4,000,000, if the sales of qualified franchise units to date are under 110% of the performance requirements; $6,000,000 if the sales are between 111% and 200% of the performance requirements; and $8,000,000 if the sales are over 200%.

On April 19, 2021, the Company issued 100,000 shares to a service provider. These shares were valued at $0.081 or $8,100. Additionally, on the same day, the Company issued 5,000,000 shares of common stock to its Co-Chief Executive Officer, and 5,000,000 shares of common stock to its President and Co-Chief Executive Officer for services. These shares were valued at $0.081 each or a total valuer of $405,000 and $324,000 respectively. subsequent to March 31, 2021 the Company has raised $80,000 from the sale of 80,000 shares of Series C Preferred stock.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited consolidated 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 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 were incorporated in the State of Florida on March 7, 2013, with a focus on developing a fast, casual food dining chain restaurant business. We commenced operations by opening our initial corporately owned restaurant in Fort Lauderdale, Florida in May 2015. By April 2016, we opened three additional restaurants located in various Wyndham Hotel properties in the Pompano Beach, Florida area. In September 2017, Hurricane Irma caused significant damage to the area which resulted in Wyndham halting operations at its hotel properties for repairs and renovations and the closure of our Wyndham hotel locations. The Hurricane also impacted travel to Florida during this time. While our Fort Lauderdale location was reopened in early November 2017, we were only able to reopen two of the hotel locations in Pompano Beach in late January 2018. We also elected not to reopen our fourth location, as the damages were too excessive. If we can raise additional capital, of which there is no assurance, we intend to own and operate up to 10 restaurants and utilize them as a showcase in the marketing of our proposed franchise operations.

In May 2017, we completed our National Franchise License which permits us to sell franchises in all of the United States, except New York, Virginia, and Maryland which licenses we hope to obtain if sufficient demand exists in the future. In September 2017, we completed the purchase of two franchise locations in Florida. We currently anticipate the commencement of the building and development of these locations by mid-2021.

On October 24, 2019, we opened our first restaurant in Italy, at Strada Provinciale 70 #100, Via Vittorio Veneto 100 Ceglie del Campo, Bari, Italia which we intend to also use as a training facility for franchises in Europe.

Management has scouted various locations in Italy and believes that the regions of Rome and Puglia may offer opportunities for additional corporate-owned and franchise expansion. However, there are no agreements in place as of the date of this Report to open any new facilities, either Company-owned or franchises, and no assurances can be provided that we will expand our operations accordingly.

In September 2019, the Company's common stock was approved for trading by FINRA and in mid-October 2019 was approved for up-listing to the OTCQB under the symbol “KITL”.

The Company opened its inaugural European location in Ceglie del Campo, Bari, Italy, in October 2019.

In January of 2020, the Company completed its first franchise agreement for a restaurant in the State of California. As a result of the COVID-19 pandemic, the opening of this restaurant has been delayed and is currently expected to begin operating at the end of May 2021. Due to the ongoing impact of Covid-19, and based on the delays that have been encountered to date, there can be no assurances that this location will open as scheduled.

Recent Developments

Development Agreement

On June 18, 2020, Kisses From Italy Franchising LLC, its wholly-owned subsidiary, entered into a multi-unit development agreement (the “Development Agreement”) pursuant to which it granted development rights to Demasar Management Inc., a Canadian corporation (“Developer”) to open and operate up to 100 Kisses From Italy Italian restaurants in Canada. Under the Agreement, Developer is obligated to open a minimum of 20 restaurants by June 17, 2025.

In consideration of the development rights, the Development Agreement provides for a franchise fee of $4,000 Canadian dollars (“CAD”) for each restaurant. Upon execution of the Development Agreement, the Developer paid $400,000 CAD to the Company, and the Company issued Denis Senecal, a director of the Developer, 9,500,000 shares of common stock of the Company.

The Developer will have a right of first refusal to obtain development rights to additional restaurants in Canada if it is in compliance with the Development Agreement and has opened the minimum 20 restaurants. If the Developer receives a bona fide offer from an unaffiliated third party to purchase the Developer’s rights under the Development Agreement, Kisses From Italy-Franchising LLC will have the option, exercisable for 30 days to purchase such business, If Kisses From Italy Franchising LLC does not exercise such option, the Developer may sell its rights to said third party for a $5,000 transfer fee.

The Agreement contains certain non-competition and non-solicitation provisions.

The Company and Developer will share profits for all locations developed and agreed to an allocation of franchise royalties.

Advisory Agreement

On June 17, 2020, the Company entered into a five-year distribution-financing-lead generation agreement (“Advisory Agreement”) with Denis Senecal pursuant to which he will provide business development, financial advisory and franchise lead generation services to the Company in consideration for the issuance of 9,500,000 shares of the Company’s common stock. Such common stock has “piggyback” registration rights for one year from the date of issuance for one registration statement. The Advisory Agreement will automatically be renewed for an additional five-year term unless either party notifies the other within 180 days prior to the expiration of the initial term that it desires not to renew the Agreement.

Fransmart Consulting Agreement

On April 22, 2021, Kisses from Italy-Franchising, LLC (“Franchisor”), to enter into a consulting agreement (the “Consulting Agreement”) with Fransmart, LLC, a Delaware limited liability company (“Fransmart”), effective as of April 16, 2021, pursuant to which the Fransmart will serve as Franchisor’s exclusive global franchise developer and representative for a period of ten years.

In consideration for its services, Fransmart is entitled to certain fees, royalties, and commissions contingent upon Fransmart achieving certain agreed upon milestones. In addition, Fransmart was granted a stock option to purchase 16,000,000 shares of the Company’s common stock, exercisable by Fransmart on a cashless basis.

Covid-19 Pandemic

On March 11, 2020, the World Health Organization declared the Covid-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic has had a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Many states and countries have issued policies intended to stop or slow the further spread of the disease.

There are no comparable events that provide guidance as to the effect the Covid-19 pandemic may have, and, as a result, the full impact of the pandemic continues to evolve, is highly uncertain, and is subject to change. Management is actively monitoring the situation but given the daily evolution of the Covid-19 outbreak, the Company is not currently able to estimate the full effects on the economy, the markets we serve, our business, or on our operations and financial condition.

As a result of Covid-19, our two restaurants located in Florida in the Wyndham hotels closed on March 17, 2020 and re-opened on July 11, 2020 and July 22, 2020 for the Wyndham Palm Aire and the Wyndham Sea Gardens, respectively. Our Fort Lauderdale location closed on April 1, 2020 and re-opened on May 1, 2020. The only restrictions currently imposed on our business are recommended social distancing guidelines along with the requirements that our employees wear masks. Our restaurant in Bari, Italy closed on March 1, 2020, and re-opened on July 1, 2020 and. may be subject to future closure due to Covid-19.

Going forward there can be no assurance that our restaurants will be allowed to remain open or if open, at full capacity, or that we can achieve historic sales levels.

Results of Operations

Comparison of Results of Operations for the three months ended March 31, 2021, and March 31, 2020

Revenue and Cost of Sales

Total revenues for the three months ended March 31, 2021 were $114,679 compared to $109,746 during the three months ended March 31, 2020. Revenues for the three months ended March 31, 2021were comprised of $104,894 in food sales and $9,785 in sales of branded products to retail locations in Canada, which the Company began selling in the fourth quarter of 2020, compared to food sales of $109,746 during the three months ended March 31, 2021. The slight decrease in food sales in the three months ended March 31, 2021 compared to the three months ended March 31, 2020 is beginning to approach pre-Covid sales levels due to the mitigation of some of the impact of Covid-19 on the restaurant industry.

Cost of goods sold during the three months ended March 31, 2021, was $52,668 compared to $43,974 during the three months ended March 31, 2020. This slight increase is attributable to higher sales volumes.

Operating expenses

Operating expenses were $480,593 for the three months ended March 31, 2021, compared to $209,040 during the three months ended March 31, 2020. Non-cash stock-based compensation was $300,000 and $36,301, for the periods ended March 31, 2021 and March 31, 2020, respectively. Excluding the stock-based compensation in both periods, operating expenses were $180,593 for the three months ended March 31, 2021 compared to $172,739 for the three months ended March 31, 2020. This increase is primarily attributable to an increase in consulting and professional fees, offset to a lesser extent by decreases in depreciation and amortization, executive compensation, and general and administrative expenses.

Other income and expense

Other expenses comprised of interest expense was $2,096 for the three months ended March 31, 2021 compared to $354,633 during the three months ended March 31, 2020. The significant decrease in other expenses is attributable to the interest expense associated with the issuance of Series C preferred stock with a beneficial conversion features that was charged to interest expense in the three months ended March 31, 2020, compared to no issuances of Series C preferred stock in the three months ended March 31, 2021.

Net Loss

During the three months ended March 31, 2021, we incurred a net loss of $421,862 and a net profit of $1,183 attributable to non-controlling interests, compared to a net loss of $499,905 and a net profit of $2,004 attributable to non-controlling interests for the three months ended March 31, 2020. The decrease in the net loss during the three months ended March 31, 2021 is primarily attributable to a decrease in interest expense of $352,537 in the three months ended March 31, 2021 offset by an increase in stock-based compensation of $263,699.

Liquidity and Capital Resources

On March 31, 2021, we had $54,447 in cash and cash equivalents.

Net cash used in operating activities was $125,979 during the three months ended March 31, 2021, compared to net cash used of $79,275 during the three months ended March 31, 2020. The increase in net cash used in operating activities of $46,703 is primarily attributable to our increase losses in the three months ended March 31, 2021 compared to the three months ended March 31, 2020 after subtracting non-cash items in both periods.

Net cash provided by financing activities was $145,000 for the three months ended March 31, 2021, compared to $60,490 during the three months ended March 31, 2020. The increase in net cash provided by financing activities is primarily attributable to the sale of common stock in a private offering for proceeds of $145,000 in the three months ended March 31, 2021 compared to proceeds from the sale of Series C Preferred Stock of $66,490 in the three months ended March 31, 2020.

We estimate that we will need approximately $1,000,000 to fully effectuate our business development plans, including opening additional company-owned restaurants and continuing to develop and enhance the marketing of our franchise concept. Subject to the continued impact of Covid-19, we currently believe that we can open at least two additional restaurants for approximately $300,000. We may use some of the cash we received from the Development Agreement to open additional locations or for franchise marketing. We believe that continuing to open company-owned restaurants will assist us to market other locations.

There can be no assurances that additional financing, either through equity or debt, will be available on a timely basis, on favorable terms or at all. While we have had discussions with potential investors and investment bankers, we have no agreement with any third party to provide additional financing. Our inability to obtain additional financing may have a significant negative impact on our continued development and results of our operations.

Covid-19 has also caused significant disruptions to the global financial markets, which impacts our ability to raise additional capital. If the Company is unable to obtain adequate capital due to the continued spread of Covid-19, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations.

Going Concern

Our consolidated financial statements were prepared assuming that we will continue as a going concern and do not include adjustments for the recoverability and the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements that may be necessary should we be unable to continue in operation. Our report from our independent registered public accounting firm for the fiscal year ended December 31, 2020, includes an explanatory paragraph stating that 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. Also, if the Company is unable to obtain adequate capital due to the continued spread of Covid-19, the Company may be required to further reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern, These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Estimates

Management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these 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. Our critical accounting policies are 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. See notes to our financial statements, Note 2 – Summary Of Significant Accounting Policies.

Recent Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company's operations, financial position, or cash flows.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is a smaller reporting company and is not required to provide this information.

ITEM 4.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures – Our management, with the participation of our principal executive officer and principal financial officer, has 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 periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of March 31, 2021.

Inherent Limitations – Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures will prevent all errors 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 –. During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.

ITEM 1A.

RISK FACTORS

We are a smaller reporting company and are not required to provide this information.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Except as set forth below, there were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported by the Company.

On January 8, 2021, the Company issued 1,500,000 shares of common stock to an investor relations firm for investor relation services provided to the Company.

On January 14, 2021, January 19, 2021, and January 20, 2021, the Company sold 800,000, 150,000 and 500,000 shares, respectively, for a total of 1,450,000 shares of common stock to three accredited investors at a purchase price of $0.10 per share, for total proceeds of $145,000.

On April 16, 2021 we issued Fransmart an option to purchase 16,000,000 shares of common stock, exercisable on a cashless basis, for services provided in connection with the Fransmart Consulting Agreement.

The above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe is exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

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

101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KISSES FROM ITALY INC.
Date: May 17, 2021
	By:	/s/ Michele Di Turi
		Michele Di Turi Co-Chief Executive Officer and President
		(Principal Executive Officer)

Date: May 17, 2021
	By:	/s/ Claudio Ferri
		Claudio Ferri Co-Chief Executive Officer and Chief Investment Officer (Principal Financial Officer and
		Principal Accounting Officer)

EX-31.1 2 kisses_ex3101.htm CERTIFICATION

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I, Michael Di Turi, certify that:

I have reviewed this quarterly report on Form 10-Q of Kisses From Italy Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedure to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based upon such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 17, 2021

/s/ Michael Di Turi

Michael Di Turi

Co-Chief Executive Officer and President

(Principal Executive Officer)

EX-31.2 3 kisses_ex3102.htm CERTIFICATION

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I, Claudio Ferri, certify that:

I have reviewed this quarterly report on Form 10-Q of Kisses From Italy Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 17, 2021

/s/ Claudio Ferri

Claudio Ferri

Chief Financial Officer Co-Chief Executive Officer and Chief Investment Officer

(Principal Financial Officer and Principal Accounting Officer)

EX-32.1 4 kisses_ex3201.htm CERTIFICATION

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this quarterly report of Kisses From Italy Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2021, as filed with the Securities and Exchange Commission on May 17, 2021 (the “Report”), I, the undersigned, in the capacity and on the date indicated below, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

The Report fully complies with the requirements of Rule 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 17, 2021

/s/ Michael Di Turi

Michael Di Turi

Co-Chief Executive Officer and President

(Principal Executive Officer)

EX-32.2 5 kisses_ex3202.htm CERTIFICATION

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The Report fully complies with the requirements of Rule 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 17, 2021

/s/ Claudio Ferri

Claudio Ferri

Co-Chief Executive Officer and Chief Investment Officer

(Principal Financial and Accounting Officer)

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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 Fort Lauderdale, Florida. Three additional restaurants, which are located in various Wyndham Hotel properties in the Pompano Beach, Florida area, were then opened within the following ten months. All locations, which are in leased facilities, were fully operational by April 2016. In December 2017, the Company vacated one of its restaurants due to a hurricane and did not re-open that location in 2019. The Company opened its inaugural European location in Ceglie del Campo, Bari, Italy, in October 2019. Such location will serve as the distribution center for products for European locations. The Bari location was closed in the fourth quarter of 2020 and currently remains closed as of the date of this Report due to Covid-19.   The Company’s accounting year-end is December 31.   COVID-19   On March 11, 2020, the World Health Organization declared the Covid-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most US states and many countries have issued policies intended to stop or slow the further spread of the disease.   Covid-19 and 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. If our restaurants are required to be closed or only allowed to operate at less than full capacity, we will continue to incur certain fixed expenses such as rent payments currently of approximately $10,000 per month.   All of the Company’s four corporate-owned restaurants which are located in Fort Lauderdale, Florida, Bari, Italy, and within the Wyndham Palm Aire and the Wyndham Sea Gardens Hotels and Resorts in Pompano Beach, Florida, have fully re-opened subject to recommended social distancing guidelines. The Company’s hotel locations were closed longer than other sites due to CDC recommendations.  The Company’s flagship Fort Lauderdale restaurant re-opened on May 1, 2020, its Bari, Italy location re-opened on June 20, 2020, The Wyndham Palm Aire location re-opened on July 11, 2020, and the Wyndham Sea Gardens location re-opened on July 22, 2020.   Except for our Bari location, our US locations are now open and are operating at near pre-Covid revenue levels. There can be no assurances that we will be allowed to remain open at full capacity or that we can maintain current sales levels.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    Management’s Representation of Interim Financial Statements   The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements at and as of December 31, 2020, filed as part of the Company’s Annual Report on Form 10-K with the SEC on April 15, 2021.   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 Kisses from Italy Bari, Italy and its 70% owned subsidiary, Kisses-Palm Sea Royal LLC.   All intercompany accounts and transactions are eliminated in consolidation.   Going Concern   The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. On a consolidated basis, the Company has incurred significant operating losses since inception.   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 of equity and convertible debt as interim measures to finance working capital needs and may continue its efforts to raise additional capital through the sale of common stock or other securities and obtain short-term loans. The Company will be required to continue to do 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 the allowance for doubtful accounts, inventories, purchase price allocation of acquired businesses, impairment of long-lived assets and goodwill, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.     Accounts Receivable and Allowance for Doubtful Accounts   Accounts receivable are recorded at the net value of face amount less any allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company reviews the allowance for doubtful accounts on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are charged against the allowance when placed for collection. Recoveries of receivables previously written off are recorded when received. Interest is not charged on past due accounts. These receivables are related to the sale of our private label branded products sold in retail and grocery stores in Canada.   As of March 31, 2021, and December 31, 2020, our trade receivable amounted to $10,037 and $5,761, respectively, with an allowance for doubtful accounts of $-0- for both periods.   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. To date, this difference has been immaterial for the Bari location.    Transactions denominated in currencies other than the functional currency, such as the Company’s current retails sales in Canada for Kisses From Italy branded products, are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.   Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred.   For the five-month period ended March 31, 2021 when the Company began the branded retail products operations initiative in Canada, 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 periods ended March 31, 2021 and December 31, 2020, 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. On March 31, 2021 and December 31, 2020, the Company cash equivalents totaled $54,447 and $37,336, respectively.   Property and equipment   Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. 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:   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top; background-color: #EEEEEE"> <td style="width: 70%; text-align: justify">Computers, software, and office equipment</td> <td style="width: 30%; text-align: justify">1 – 6 years</td></tr> <tr style="vertical-align: top; background-color: white"> <td style="text-align: justify">Machinery and equipment</td> <td style="text-align: justify">3 – 5 years</td></tr> <tr style="vertical-align: top; background-color: #EEEEEE"> <td style="text-align: justify">Leasehold improvements</td> <td style="text-align: justify">Lesser of lease term or estimated useful life</td></tr> </table>    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.   On Dec. 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements.   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, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard On November 15, 2019, the FASB 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 lease 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 December 15, 2021.   ASC 842 will be effective for the Company beginning on December 15, 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 March 31, 2021 and December 31, 2020 the Company had a VAT net receivable from its Bari location amounting to $4,839.   Canadian Government and Provincial Sales Tax (“G.S.T.” and “P.S.T.”)   The Company does not collect any Canadian G.S.T. (Government Sales Tax) and P.S.T. (Provincial Sales Tax) as the Company acts as product distributor and not as a final sales retailer.   Inventory   The inventory is comprised of alcoholic beverages at our new Bari location in Italy which opened in 2019 and inventory for retail sales held in Canada. Our US locations do not have liquor licenses. The balance of inventory on March 31, 2021 and December 31, 2020 was $4,336 and $4,051, 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, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB 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 December 15, 2021.   On December 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements.

NOTE 3 – GOING CONCERN AND LIQUIDITY   As of March 31, 2021, and December 31, 2020, the Company had $54,447 and $37,336 in cash on hand, respectively, and for the three-month periods ended March 31, 2021, and 2020, the Company generated revenues of $114,679 and $109,746 and had losses of $420,679 and $497,901, respectively. As of March 31, 2021, the Company had a working capital deficiency of $134,323 and an accumulated deficit of $9,338,754.   The reports of the Company’s independent registered public accounting firm in the Company’s financial statements for the years ended December 31, 2020, and 2019, include an explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern. These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.   It is the Company’s current intention to raise debt and/or equity financing to fund ongoing operating expenses. The Company believes it will be successful in raising sufficient capital to operate for the next 12 months, however, there is no assurance that financing, whether debt or equity, will be available to the Company, satisfactorily completed or on terms favorable to the Company. Any issuance of equity securities, if accomplished, could cause substantial dilution to existing stockholders and any debt financing may contain covenants limiting certain corporate actions. Any failure by the Company to successfully raise additional financing would have a material adverse effect on its business, including the possible inability to continue operations.

NOTE 4 – PROPERTY AND EQUIPMENT   As of March 31, 2021 and December 31, 2020 the Company had $7,374 and $8,480 in property and equipment, all located at its Bari location in Italy. As of March 31, 2021 all property and equipment and leaseholds at its US locations had been fully depreciated.

NOTE 5 – ACCRUED AND OTHER LIABILITIES   The following table sets forth the components of the Company’s accrued liabilities on March 31, 2021 and December 31, 2020.   <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">March 31, 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31, 2020</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="width: 66%; text-align: justify">Sales tax payable</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 13%; text-align: right">2,058</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 13%; text-align: right">3,804</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify">Accrued interest payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,714</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,067</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="text-align: justify; padding-bottom: 1pt">Payroll tax liabilities</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">144,715</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">142,648</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 2.5pt">Total accrued liabilities</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">149,487</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">148,519</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table>   The Company is in arrears on its payroll tax payments as of March 31, 2021. Included in the “payroll tax liabilities” as of March 31, 2021, is approximately $32,389 in interest and penalties.

NOTE 6 – PROMISSORY NOTES PAYABLE   As of March 31, 2021 and December 31, 2020 we had two unsecured 8% notes payable amounting to $12,171 that mature in June 2023.

NOTE 7 – CONVERTIBLE NOTES   As of March 31, 2021 and December 31, 2020, the outstanding principal balance of convertible notes was $10,000.

NOTE 8 – STOCKHOLDERS EQUITY   Common Stock   The Company has authorized 200,000,000 shares of Common Stock. On March 31, 2021 and December 31, 2020, there were 157,782,335 and 154,832,335 shares of common stock issued and outstanding, respectively, with a $0.001 par value. During the three months ended March 31, 2021, the Company issued 1,500,000 shares of common stock to an investor relations firm. These shares were valued at $300,000. Additionally during this period the Company raised $145,000 from the sale of 1,450,000 shares of common stock to three accredited investors.   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.   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.   There were no shares of Series A Stock outstanding as of March 31, 2021 and March 31, 2020.   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 the Series B Stock (so that if the market price of the common stock of the Company drops below the issuance price, the conversion rate will then be based on the minimum price established by the Board and not the price paid for the shares). The holders of 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 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 March 31, 2021.   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 conversion price 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.   As of March 31, 2021 and December 31, 2020 there were 79,610 shares and 79,610 shares of Series C Preferred outstanding, respectively, which were purchased at a price of $1.00 per share.

NOTE 9 – COMMITMENTS AND CONTINGENCIES   As of March 31, 2021, and December 31, 2020, the Company had four operating restaurants. The Company leases these spaces based upon the following schedules:   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 2%"> </td> <td style="width: 2%; text-align: justify">·</td> <td style="width: 96%; text-align: justify">Kisses From Italy 9th LLC based in Fort Lauderdale, Florida leases approximately 990 square feet for $3,273.00 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 was reduced to $3,274 per month. The lease expired  on December 9, 2020 and was renewed for an additional one-year term. </td></tr> </table>   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 2%"> </td> <td style="width: 2%; text-align: justify">·</td> <td style="width: 96%; text-align: justify">Kisses From Italy-Palm Aire based in Pompano Beach, Florida leases approximately 2,300 square feet for $3,933.00 per month. The Company has a one-year automatic renewal provision for this lease on May 1st of each year under the same terms.</td></tr> </table>   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 2%"> </td> <td style="width: 2%; text-align: justify">·</td> <td style="width: 96%; text-align: justify">Kisses From Italy – Sea Gardens based in Pompano Beach, Florida leases approximately 600 square feet for $578.06 per month. The lease ended on August 1, 2018, and was renewed on the same terms. The Company has a one-year optional automatic renewal provision for this lease.</td></tr> </table>   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 2%"> </td> <td style="width: 2%; text-align: justify">·</td> <td style="width: 96%; text-align: justify">Kisses From Italy – based in Bari, Italy, leases approximately 2,200 square feet of space for 1,400 euros per month under the terms of a six-year lease which ends on May 5, 2024 and has an optional automatic renewal provision for six years.</td></tr> </table>   During the three months ended March 31, 2021, the Bari location receive approximately $2,700 in Covid rent subsidies from the government of Italy.   The Company also rents furnished office space on a month-to-month basis in Miami, Florida for $223 per month which serves as its principal executive offices. The Company will remain responsible for rent payments for its restaurant space even if its restaurants are required to close or are permitted to open at limited occupancy, due to the continuing Covid-19 outbreak.

NOTE 10 – SUBSEQUENT EVENTS   In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to March 31,2021 to the date these consolidated financial statements were issued, and has determined that the following material events occurred:   On April 22, 2021, the Company’s wholly-owned subsidiary, Kisses from Italy-Franchising, LLC (“Franchisor”), entered into a consulting agreement (the “Consulting Agreement”) with Fransmart, LLC, a Delaware limited liability company (“Fransmart”), effective as of April 16, 2021, pursuant to which the Franchisor engaged Fransmart as its exclusive global franchise developer and representative for a period of ten years.   In consideration for its services under the Consulting Agreement, Fransmart is entitled to receive certain fees, royalties, and commissions expressly contingent upon Fransmart achieving certain agreed upon milestones on behalf of the Company. In addition, Fransmart was granted a stock option to purchase 16,000,000 shares of the Company’s common stock, exercisable by Fransmart on a cashless basis.   Fransmart is entitled to terminate the Agreement in the event of a default by Franchisor of its obligations under the Agreement, if not cured within thirty days of written notice. In the event of early termination due to Franchisor’s default, in addition to all other amounts due and payable to Fransmart as of the date of termination, Franchisor shall pay Fransmart an amount equal to the trailing twelve months commissionable revenue generated by franchising, as described in the Consulting Agreement, multiplied by the number of years remaining of the term of the Consulting Agreement. If Fransmart is in default of its obligations under the Consulting Agreement, Franchisor may terminate the Consulting Agreement if such default is not cured within forty-five days after receipt of a written notice of default. Franchisor also has the right, after the beginning of the sixth year of the term of the Consulting Agreement, upon written notice to Fransmart, to terminate this Agreement by paying Fransmart, in one lump sum, unless otherwise approved by Fransmart, an early termination fee of $4,000,000, if the sales of qualified franchise units to date are under 110% of the performance requirements; $6,000,000 if the sales are between 111% and 200% of the performance requirements; and $8,000,000 if the sales are over 200%.   On April 19, 2021, the Company issued 100,000 shares to a service provider. These shares were valued at $0.081 or $8,100. Additionally, on the same day, the Company issued 5,000,000 shares of common stock to its Co-Chief Executive Officer, and 5,000,000 shares of common stock to its President and Co-Chief Executive Officer for services. These shares were valued at $0.081 each or a total valuer of $405,000 and $324,000 respectively. subsequent to March 31, 2021 the Company has raised $80,000 from the sale of 80,000 shares of Series C Preferred stock.

The following table sets forth the components of the Company’s accrued liabilities on March 31, 2021 and December 31, 2020.   <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">March 31, 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31, 2020</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="width: 66%; text-align: justify">Sales tax payable</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 13%; text-align: right">2,058</td><td style="width: 1%; text-align: left"> </td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 13%; text-align: right">3,804</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify">Accrued interest payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,714</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,067</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(238,238,238)"> <td style="text-align: justify; padding-bottom: 1pt">Payroll tax liabilities</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">144,715</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">142,648</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 2.5pt">Total accrued liabilities</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">149,487</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">148,519</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr></table>

The estimated useful lives of property and equipment are as follows:   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top; background-color: #EEEEEE"> <td style="width: 70%; text-align: justify">Computers, software, and office equipment</td> <td style="width: 30%; text-align: justify">1 – 6 years</td></tr> <tr style="vertical-align: top; background-color: white"> <td style="text-align: justify">Machinery and equipment</td> <td style="text-align: justify">3 – 5 years</td></tr> <tr style="vertical-align: top; background-color: #EEEEEE"> <td style="text-align: justify">Leasehold improvements</td> <td style="text-align: justify">Lesser of lease term or estimated useful life</td></tr></table> Management’s Representation of Interim Financial Statements   The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements at and as of December 31, 2020, filed as part of the Company’s Annual Report on Form 10-K with the SEC on April 15, 2021.

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 Kisses from Italy Bari, Italy and its 70% owned subsidiary, Kisses-Palm Sea Royal LLC.   All intercompany accounts and transactions are eliminated in consolidation.

Going Concern   The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. On a consolidated basis, the Company has incurred significant operating losses since inception.   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 of equity and convertible debt as interim measures to finance working capital needs and may continue its efforts to raise additional capital through the sale of common stock or other securities and obtain short-term loans. The Company will be required to continue to do 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 the allowance for doubtful accounts, inventories, purchase price allocation of acquired businesses, impairment of long-lived assets and goodwill, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

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. To date, this difference has been immaterial for the Bari location.    Transactions denominated in currencies other than the functional currency, such as the Company’s current retails sales in Canada for Kisses From Italy branded products, are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.   Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred.   For the five-month period ended March 31, 2021 when the Company began the branded retail products operations initiative in Canada, 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 periods ended March 31, 2021 and December 31, 2020, 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. On March 31, 2021 and December 31, 2020, the Company cash equivalents totaled $54,447 and $37,336, respectively.

Property and equipment   Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. 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:   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top; background-color: #EEEEEE"> <td style="width: 70%; text-align: justify">Computers, software, and office equipment</td> <td style="width: 30%; text-align: justify">1 – 6 years</td></tr> <tr style="vertical-align: top; background-color: white"> <td style="text-align: justify">Machinery and equipment</td> <td style="text-align: justify">3 – 5 years</td></tr> <tr style="vertical-align: top; background-color: #EEEEEE"> <td style="text-align: justify">Leasehold improvements</td> <td style="text-align: justify">Lesser of lease term or estimated useful life</td></tr></table>

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, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard On November 15, 2019, the FASB 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 lease 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 December 15, 2021.   ASC 842 will be effective for the Company beginning on December 15, 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 March 31, 2021 and December 31, 2020 the Company had a VAT net receivable from its Bari location amounting to $4,839.   Canadian Government and Provincial Sales Tax (“G.S.T.” and “P.S.T.”)   The Company does not collect any Canadian G.S.T. (Government Sales Tax) and P.S.T. (Provincial Sales Tax) as the Company acts as product distributor and not as a final sales retailer.

Inventory   The inventory is comprised of alcoholic beverages at our new Bari location in Italy which opened in 2019 and inventory for retail sales held in Canada. Our US locations do not have liquor licenses. The balance of inventory on March 31, 2021 and December 31, 2020 was $4,336 and $4,051, 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.

Accounts Receivable and Allowance for Doubtful Accounts   Accounts receivable are recorded at the net value of face amount less any allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company reviews the allowance for doubtful accounts on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are charged against the allowance when placed for collection. Recoveries of receivables previously written off are recorded when received. Interest is not charged on past due accounts. These receivables are related to the sale of our private label branded products sold in retail and grocery stores in Canada.   As of March 31, 2021, and December 31, 2020, our trade receivable amounted to $10,037 and $5,761, respectively, with an allowance for doubtful accounts of $-0- for both periods.

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.   On Dec. 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements.

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, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB 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 December 15, 2021.   On December 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements.

66490

145000

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Is Entity Emerging Growth Company? Elected Not To Use the Extended Transition Period Entity Shell Company Entity Filer Category Entity Small Business Entity Common Stock, Shares Outstanding Document Fiscal Period Focus Document Fiscal Year Focus Interactive data current Entity state of incorporation Entity file number Statement [Table] Statement [Line Items] Class of Stock [Axis] ASSETS Current assets: Cash and cash equivalents Accounts receivable Other receivable Inventory Total current assets Property and equipment, net Other Assets Total assets LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable Accrued liabilities Total current liabilities Notes payable Convertible Notes Total liabilities Commitments and contingencies Stockholders' Equity: Preferred stock, value Common stock, $0.001 par value, 200,000,000 shares authorized; and 157,782,335 and 154,832,335 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively Additional paid-in capital Retained earnings deficit Total Kisses From Italy Stockholders' Equity Non-controlling interest Total stockholders' equity Total liabilities and equity Preferred stock, par value Preferred stock, shares authorized Preferred stock, shares issued Preferred stock, shares outstanding Common stock, par value Common stock, shares authorized Common stock, shares issued Common stock, shares outstanding Total Revenue Cost of goods sold Gross margin Operating expenses: Depreciation and amortization Executive compensation Stock based compensation Payroll and other expenses Rent Consulting and professional fees General and administrative Total operating expenses Income (loss) from operations Other income (expense) Interest income (expense), net Total other income (expense) Income (loss) before income taxes Provision for income taxes (benefit) Net loss Less: net gain (loss) attributable to non-controlling interests Net loss attributable to Kisses From Italy, Inc. Basic and diluted earnings (loss) per common share Weighted-average number of common shares outsanding: Basic and diluted Statement of Cash Flows [Abstract] Cash flows from operating activities of continuing operations: Net income Net income loss attributable to non-controlling interest Adjustments to reconcile net loss to cash used in operating activities: Amortization of debt discount Stock-based compensation for services Changes in operating assets and liabilities: Other assets Account receivable Inventory Accounts payable Accrued liabilities Net cash provided by (used in) operating activities Cash flows from investing activities: Purchase of fixed assets Net cash provided by (used in) investing activities Cash flows from financing activities: Proceeds/payments from short term borrowings-net Proceeds from the sale of common stock Proceeds from the sale of preferred stock Net cash provided by (used in) financing activities Impact of foreign exchange Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Supplemental disclosure of cash flow information: Cash paid for interest Cash paid for income taxes Beginning balance, shares Beginning balance, value Net income (loss) Non-controlling interest, net income (loss) Issuance of common stock for services, shares Issuance of common stock for services, value Issuance of common stock in private placement, shares Issuance of common stock in private placement, value Issuance of Series C Preferred Stock, shares Issuance of Series C Preferred Stock, value Beneficial conversion feature of convertible notes Stock issued for services. shares Stock issued for services, value Ending balance, shares Ending balance, value Organization, Consolidation and Presentation of Financial Statements [Abstract] Organization and Description of Business Accounting Policies [Abstract] Summary of Significant Accounting Policies Going Concern and Liquidity Property, Plant and Equipment [Abstract] Property and Equipment Payables and Accruals [Abstract] Accrued and Other Liabilities Debt Disclosure [Abstract] Promissory Notes Payable Convertible Notes Equity [Abstract] Stockholders Equity Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Subsequent Events [Abstract] Subsequent Events Management's Representation of Interim Financial Statements Basis of Presentation and Principles of Consolidation Going Concern Use of Estimates Accounts Receivable and Allowance for Doubtful Accounts Foreign Currency Translation Revenue Recognition Non-controlling interest Cash and Cash Equivalents Property and equipment Income taxes Stock-based Compensation Leases Valued Added Tax ("VAT") Inventory Net Loss per Share Recent Accounting Pronouncements Estimated useful lives of property Schedule of accrued and other liabilities Long-Lived Tangible Asset [Axis] Property and equipment useful life Trade receivable Allowance for doubtful accounts Stock-based Compensation VAT net receivable Cash Revenues EX-101.PRE 11 kitl-20210331_pre.xml XBRL PRESENTATION FILE XML 12 R1.htm IDEA: XBRL DOCUMENT

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	May 17, 2021
Cover [Abstract]
Entity Registrant Name	Kisses From Italy Inc.
Entity Central Index Key	0001608092
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	No
Is Entity Emerging Growth Company?	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Common Stock, Shares Outstanding		167,882,335
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Interactive data current	Yes
Entity state of incorporation	FL
Entity file number	000-52898

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Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 54,447	$ 37,336
Accounts receivable	10,037	5,761
Other receivable	4,839	4,839
Inventory	4,336	4,051
Total current assets	73,659	51,987
Property and equipment, net	7,374	8,480
Other Assets	1,092	2,635
Total assets	82,125	63,102
Current liabilities:
Accounts payable	58,495	64,762
Accrued liabilities	149,487	148,519
Total current liabilities	207,982	213,281
Notes payable	12,171	12,171
Convertible Notes	10,000	10,000
Total liabilities	230,153	235,451
Commitments and contingencies	0	0
Stockholders' Equity:
Common stock, $0.001 par value, 200,000,000 shares authorized; and 157,782,335 and 154,832,335 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	157,782	154,832
Additional paid-in capital	9,054,733	8,612,683
Retained earnings deficit	(9,338,754)	(8,916,893)
Total Kisses From Italy Stockholders' Equity	(126,159)	(149,298)
Non-controlling interest	(21,869)	(23,052)
Total stockholders' equity	(148,028)	(172,350)
Total liabilities and equity	82,125	63,101
Series A Preferred Stock [Member]
Stockholders' Equity:
Preferred stock, value	0	0
Series B Preferred Stock [Member]
Stockholders' Equity:
Preferred stock, value	0	0
Series C Preferred Stock [Member]
Stockholders' Equity:
Preferred stock, value	$ 80	$ 80

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Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Common stock, par value	$ .001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	157,782,335	154,832,335
Common stock, shares outstanding	157,782,335	154,832,335
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,500,000	1,500,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	79,610	79,610
Preferred stock, shares outstanding	79,610	79,610

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Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Total Revenue	$ 114,679	$ 109,746
Cost of goods sold	52,668	43,974
Gross margin	62,011	65,771
Operating expenses:
Depreciation and amortization	3,016	12,951
Executive compensation	0	9,994
Stock based compensation	300,000	36,301
Payroll and other expenses	50,755	47,018
Rent	28,106	29,689
Consulting and professional fees	63,752	29,830
General and administrative	34,965	43,257
Total operating expenses	480,594	209,040
Income (loss) from operations	(418,583)	(143,268)
Other income (expense)
Interest income (expense), net	(2,096)	(354,633)
Total other income (expense)	(2,096)	(354,633)
Income (loss) before income taxes	(420,679)	(497,901)
Provision for income taxes (benefit)	0	0
Net loss	(420,679)	(497,901)
Less: net gain (loss) attributable to non-controlling interests	1,183	2,004
Net loss attributable to Kisses From Italy, Inc.	$ (421,862)	$ (499,905)
Basic and diluted earnings (loss) per common share	$ (0.00)	$ (0.00)
Weighted-average number of common shares outsanding:
Basic and diluted	157,381,779	127,092,335
Food sales [Member]
Total Revenue	$ 114,679	$ 109,746

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Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities of continuing operations:
Net income	$ (421,862)	$ (499,905)
Net income loss attributable to non-controlling interest	1,183	2,004
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	3,016	12,951
Amortization of debt discount	0	351,920
Stock-based compensation for services	300,000	36,301
Changes in operating assets and liabilities:
Other assets	1,544	29
Account receivable	(4,276)	0
Inventory	(285)	0
Accounts payable	(6,267)	1,985
Accrued liabilities	968	15,440
Net cash provided by (used in) operating activities	(125,979)	(79,275)
Cash flows from investing activities:
Purchase of fixed assets	(1,910)	0
Net cash provided by (used in) investing activities	(1,910)	0
Cash flows from financing activities:
Proceeds/payments from short term borrowings-net	0	(6,000)
Proceeds from the sale of common stock	145,000	0
Proceeds from the sale of preferred stock	0	66,490
Net cash provided by (used in) financing activities	145,000	60,490
Impact of foreign exchange	0	587
Net increase (decrease) in cash and cash equivalents	17,111	(18,785)
Cash and cash equivalents at beginning of period	37,336	26,841
Cash and cash equivalents at end of period	54,447	8,643
Supplemental disclosure of cash flow information:
Cash paid for interest	0	0
Cash paid for income taxes	$ 0	$ 0

XML 17 R6.htm IDEA: XBRL DOCUMENT

Consolidated Statements of Stockholders Equity (Unaudited) - USD ($)	Series C Preferred Stock	Common Stock	Additional Paid-In Capital	Noncontrolling Interest	Retained Earnings	Total
Beginning balance, shares at Dec. 31, 2019	50,000	126,550,535
Beginning balance, value at Dec. 31, 2019	$ 50	$ 126,550	$ 4,945,109	$ 6,068	$ (5,207,491)	$ (129,714)
Net income (loss)					(499,905)	(499,905)
Non-controlling interest, net income (loss)				2,004		2,004
Issuance of Series C Preferred Stock, value	66		66,424			66,490
Beneficial conversion feature of convertible notes			351,920			55,669
Stock issued for services. shares		541,800
Stock issued for services, value		$ 542	35,759
Ending balance, shares at Mar. 31, 2020	50,000	127,092,335
Ending balance, value at Mar. 31, 2020	$ 116	$ 127,092	5,399,212	8,072	(5,707,396)	(172,905)
Beginning balance, shares at Dec. 31, 2020	79,610	154,832,335
Beginning balance, value at Dec. 31, 2020	$ 80	$ 154,832	8,612,683	(23,052)	(8,916,893)	(172,350)
Net income (loss)					(421,862)	(421,862)
Non-controlling interest, net income (loss)				1,183		1,183
Issuance of common stock for services, shares		1,500,000
Issuance of common stock for services, value		$ 1,500	298,500			300,000
Issuance of common stock in private placement, shares		1,450,000
Issuance of common stock in private placement, value		$ 1,450	143,550			145,000
Ending balance, shares at Mar. 31, 2021	79,610	157,782,335
Ending balance, value at Mar. 31, 2021	$ 80	$ 157,782	$ 9,054,733	$ (21,869)	$ (9,338,754)	$ (148,028)

XML 18 R7.htm IDEA: XBRL DOCUMENT

1. Organization and Description of Business

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company’s accounting year-end is December 31.

COVID-19

XML 19 R8.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management’s Representation of Interim Financial Statements

Basis of Presentation and Principles of Consolidation

All intercompany accounts and transactions are eliminated in consolidation.

Going Concern

Use of Estimates

Accounts Receivable and Allowance for Doubtful Accounts

As of March 31, 2021, and December 31, 2020, our trade receivable amounted to $10,037 and $5,761, respectively, with an allowance for doubtful accounts of $-0- for both periods.

Foreign Currency Translation

Revenue Recognition

Non-controlling interest

Cash and Cash Equivalents

Property and equipment

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

Stock-based Compensation

Leases

Valued Added Tax (“VAT”)

Canadian Government and Provincial Sales Tax (“G.S.T.” and “P.S.T.”)

The Company does not collect any Canadian G.S.T. (Government Sales Tax) and P.S.T. (Provincial Sales Tax) as the Company acts as product distributor and not as a final sales retailer.

Inventory

Net Loss per Share

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, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB 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 December 15, 2021.

XML 20 R9.htm IDEA: XBRL DOCUMENT

3. Going Concern and Liquidity

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern and Liquidity

NOTE 3 – GOING CONCERN AND LIQUIDITY

XML 21 R10.htm IDEA: XBRL DOCUMENT

4. Property and Equipment

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 4 – PROPERTY AND EQUIPMENT

XML 22 R11.htm IDEA: XBRL DOCUMENT

5. Accrued and Other Liabilities

3 Months Ended

Mar. 31, 2021

Payables and Accruals [Abstract]

Accrued and Other Liabilities

NOTE 5 – ACCRUED AND OTHER LIABILITIES

The following table sets forth the components of the Company’s accrued liabilities on March 31, 2021 and December 31, 2020.

	March 31, 2021		December 31, 2020
Sales tax payable	$	2,058	$	3,804
Accrued interest payable		2,714		2,067
Payroll tax liabilities		144,715		142,648
Total accrued liabilities	$	149,487	$	148,519

The Company is in arrears on its payroll tax payments as of March 31, 2021. Included in the “payroll tax liabilities” as of March 31, 2021, is approximately $32,389 in interest and penalties.

XML 23 R12.htm IDEA: XBRL DOCUMENT

6. Promissory Notes Payable

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Promissory Notes Payable

NOTE 6 – PROMISSORY NOTES PAYABLE

As of March 31, 2021 and December 31, 2020 we had two unsecured 8% notes payable amounting to $12,171 that mature in June 2023.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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XML 24 R13.htm IDEA: XBRL DOCUMENT

7. Convertible Notes

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Convertible Notes

NOTE 7 – CONVERTIBLE NOTES

As of March 31, 2021 and December 31, 2020, the outstanding principal balance of convertible notes was $10,000.

XML 25 R14.htm IDEA: XBRL DOCUMENT

8. Stockholders Equity

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Stockholders Equity

NOTE 8 – STOCKHOLDERS EQUITY

Common Stock

Preferred 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

Liquidation Preference

There were no shares of Series A Stock outstanding as of March 31, 2021 and March 31, 2020.

Series B Stock

Liquidation Preference

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

Restrictions of Transferability

There were no shares of Series B Stock outstanding as of March 31, 2021.

Series C Stock

Liquidation Preference

Restrictions of Transferability

As of March 31, 2021 and December 31, 2020 there were 79,610 shares and 79,610 shares of Series C Preferred outstanding, respectively, which were purchased at a price of $1.00 per share.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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9. Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 9 – COMMITMENTS AND CONTINGENCIES

As of March 31, 2021, and December 31, 2020, the Company had four operating restaurants. The Company leases these spaces based upon the following schedules:

During the three months ended March 31, 2021, the Bari location receive approximately $2,700 in Covid rent subsidies from the government of Italy.

XML 27 R16.htm IDEA: XBRL DOCUMENT

10. Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

NOTE 10 – SUBSEQUENT EVENTS

XML 28 R17.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Management's Representation of Interim Financial Statements

Management’s Representation of Interim Financial Statements

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

All intercompany accounts and transactions are eliminated in consolidation.

Going Concern

Going Concern

Use of Estimates

Use of Estimates

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

As of March 31, 2021, and December 31, 2020, our trade receivable amounted to $10,037 and $5,761, respectively, with an allowance for doubtful accounts of $-0- for both periods.

Foreign Currency Translation

Foreign Currency Translation

Revenue Recognition

Revenue Recognition

Non-controlling interest

Non-controlling interest

Cash and Cash Equivalents

Cash and Cash Equivalents

Property and equipment

Property and equipment

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

Income taxes

Stock-based Compensation

Stock-based Compensation

Leases

Leases

Valued Added Tax ("VAT")

Valued Added Tax (“VAT”)

Canadian Government and Provincial Sales Tax (“G.S.T.” and “P.S.T.”)

The Company does not collect any Canadian G.S.T. (Government Sales Tax) and P.S.T. (Provincial Sales Tax) as the Company acts as product distributor and not as a final sales retailer.

Inventory

Inventory

Net Loss per Share

Net Loss per Share

Recent Accounting Pronouncements

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, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB 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 December 15, 2021.

XML 29 R18.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Estimated useful lives of property

The estimated useful lives of property and equipment are as follows:

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

XML 30 R19.htm IDEA: XBRL DOCUMENT

5. Accrued and Other Liabilities (Tables)

3 Months Ended

Mar. 31, 2021

Payables and Accruals [Abstract]

Schedule of accrued and other liabilities

The following table sets forth the components of the Company’s accrued liabilities on March 31, 2021 and December 31, 2020.

	March 31, 2021		December 31, 2020
Sales tax payable	$	2,058	$	3,804
Accrued interest payable		2,714		2,067
Payroll tax liabilities		144,715		142,648
Total accrued liabilities	$	149,487	$	148,519

XML 31 R20.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies (Details)	3 Months Ended
2. Summary of Significant Accounting Policies (Details)	Mar. 31, 2021
Computers, software and office equipment [Member]
Property and equipment useful life	1-6 years
Machinery and Equipment [Member]
Property and equipment useful life	3-5 years
Leasehold Improvements [Member]
Property and equipment useful life	Lesser of lease term or estimated useful life

XML 32 R21.htm IDEA: XBRL DOCUMENT

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Trade receivable	$ 10,037		$ 5,761
Allowance for doubtful accounts	0		0
Cash and cash equivalents	54,447	$ 8,643	37,336	$ 26,841
Stock-based Compensation	300,000	$ 36,301
VAT net receivable	4,839		4,839
Inventory	$ 4,336		$ 4,051

XML 33 R22.htm IDEA: XBRL DOCUMENT

3. Going Concern and Liquidity (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 54,447	$ 8,643	$ 37,336	$ 26,841
Revenues	114,679	109,746
Working capital	(134,323)
Net loss	(420,679)	$ (497,901)
Accumulated deficit	$ (9,338,754)		$ (8,916,893)

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

XML 34 R23.htm IDEA: XBRL DOCUMENT

4. Property and Equipment (Details Narrative) - USD ($)	3 Months Ended
4. Property and Equipment (Details Narrative) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation and amortization	$ 7,374	$ 8,480

XML 35 R24.htm IDEA: XBRL DOCUMENT

5. Accrued and Other Liabilities (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Sales tax payable	$ 2,058	$ 3,804
Accrued interest payable	2,714	2,067
Payroll tax liabilities	144,715	142,648
Total accrued liabilities	$ 149,487	$ 148,519

XML 36 R25.htm IDEA: XBRL DOCUMENT

5. Accrued and Other Liabilities (Details Narrative) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Payroll tax liabilities	$ 144,715	$ 142,648
Interest and Penalties [Member]
Payroll tax liabilities	$ 32,389

XML 37 R26.htm IDEA: XBRL DOCUMENT

6. Promissory Notes Payable (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Notes payable	$ 12,171	$ 12,171
Credit line interest rates	8.00%
Maturity date	Jun. 30, 2023

XML 38 R27.htm IDEA: XBRL DOCUMENT

7. Convertible Notes (Details Narrative) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Convertible notes payable	$ 10,000	$ 10,000

XML 39 R28.htm IDEA: XBRL DOCUMENT

8. Stockholders Equity (Details Narrative) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Common stock, par value	$ .001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	157,782,335	154,832,335
Common stock, shares outstanding	157,782,335	154,832,335
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,500,000	1,500,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	79,610	79,610
Preferred stock, shares outstanding	79,610	79,610
Shares outstanding	79,610	79,610
Share price	$ 1.00	$ 1.00

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9. Commitments and Contingencies (Details Narrative)	3 Months Ended
9. Commitments and Contingencies (Details Narrative)	Mar. 31, 2021 USD ($) ft²	Mar. 31, 2021 EUR (€) ft²
Pompano Beach [Member]
Rental space in sq. ft. \| ft²	2,300	2,300
Lease payment frequency	monthly
Lease periodic payment \| $	$ 3,933
Fort Lauderdale, FL [Member]
Rental space in sq. ft. \| ft²	990	990
Lease payment frequency	monthly
Lease periodic payment \| $	$ 3,274
Sea Gardens [Member]
Rental space in sq. ft. \| ft²	600	600
Lease payment frequency	monthly
Lease periodic payment \| $	$ 578
Bari, Italy [Member]
Rental space in sq. ft. \| ft²	2,200	2,200
Lease payment frequency	monthly
Lease periodic payment \| €		€ 1,400
Miami, FL [Member]
Lease payment frequency	monthly
Lease periodic payment \| $	$ 223

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