SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ferri Claudio

(Last)

(First)

(Middle)

80 SW 8TH STREET, SUITE 2000

(Street)

MIAMI

33130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kisses From Italy Inc. [ KITL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								87,600,000	D
Common Stock								410,000	I	Held in the name of the Reporting Person's Spouse.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Convertible Preferred Stock	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	⁽³⁾		15,100	D
Class C Convertible Preferred Stock	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	⁽³⁾		5,000	I	Shares Held in Spouse's Name
Series A Preferred Stock	⁽⁴⁾	02/22/2024		A⁽¹⁾		600,000		⁽⁴⁾	⁽⁴⁾	Voting Common Shares	⁽⁴⁾	$0.0016	600,000	D

Explanation of Responses:

1. Awarded Bonus Shares

2. The Class C Convertible Preferred Stock is convertible at anytime, at the holder's election and has no expiration date. The floor price on the conversion price is set at $0.10 by the issuer.

3. Holder has not yet elected to convert the Class C Convertible Preferred Stock to Common Stock at the time of this Statement of Changes filing. If the preferred shares were converted on the date of this filing they would equal to 603,000 shares of common stock.

4. Series A Preferred Stock shall entitle the holder thereof to three hundred (300) votes for each shares of Series A Preferred Stock. Except as otherwise provided in the Certificate of Designation, in the Articles or as expressly required by law, the holders of Series A Preferred Stock and the holders of Common Stock shall vote together as a single class in all matters presented to stockholders, and not as separate classes.

	/s/ Claudio Ferri	02/23/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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