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: ~~September~~March 3031, ~~2023~~ 2024

☐ 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 ☐

~~Yes ☒ No ☐~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 ~~November~~July 1415, ~~2023~~2024, there were ~~326~~ 372,~~008~~920,~~642~~331 shares of the registrant's common stock outstanding.

KISSES FROM ITALY INC.

QUARTERLY REPORT ON FORM 10-Q

March 31, 2024

TABLE OF CONTENTS

		Page No.		~~Page No.~~
PART I
PART I FINANCIAL STATEMENTS
FINANCIAL INFORMATION
Item 1.	Financial Statements	F-2
Item 1.			Condensed Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 3.			Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	22
Item 4.			Controls and Procedures	32
PART II OTHER INFORMATION
PART II
Item 1.	Legal Proceedings	23
OTHER INFORMATION
Item 1A.	Risk Factors	23
Item 1.			Legal Proceedings	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 1A.			Risk Factors	34
Item 3.	Defaults Upon Senior Securities	23
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 4.	Mine Safety Disclosures	23
Item 3.			Defaults Upon Senior Securities	34
Item 5.	Other Information	23
Item 4.			Mine Safety Disclosures	34
Item 6.	Exhibits	24
Item 5.			Other Information	34
SIGNATURES		25
Item 6.			Exhibits	34
			Signatures	35

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

The following discussion should be read in conjunction with our unaudited condensed 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.

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.

Condensed Consolidated Balance Sheets

	September 30,			December 31,
	2023			2022
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	107,837		$	324,493
Accounts receivable		14,469			13,470
Other receivables		49,190			49,190
Inventory		12,545			14,359
Total current assets		184,041			401,511
Property and equipment, net		–			3,687
Equipment not in service		40,852			40,852
Right of use assets		402,375			473,561
Other Assets		2,745			2,745
Total assets	$	630,013		$	922,355
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	102,117		$	86,393
Accrued liabilities		123,797			149,393
Lease liability - short term		42,703			45,577
Notes payable		–			12,171
Convertible notes		460,000			488,400
Derivative liability		–			73,398
Total current liabilities		728,617			855,333
Notes payable long term		308,507			250,000
Lease liability- long term		359,672			427,984
Total liabilities		1,396,796			1,533,317
Commitments and contingencies		–			–
Stockholders' Deficit:
Preferred stock, Series A $0.001 par value. 1,500,000 shares authorized; zero shares issued and outstanding		–			–
Preferred stock, Series B $0.001 par value. 5,000,000 shares authorized; zero shares issued and outstanding		–			–
Preferred stock, Series C, $0.001 par value 1,000,000 shares authorized; 165,080 shares and 145,080 shares issued and outstanding as of September 30, 2023 and December 31 2022, respectively		165			145
Common stock, $0.001 par value, 650,000,000 shares authorized; 302,747,608 and 189,216,582 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		302,747			189,216
Additional paid-in capital		18,158,235			13,939,053
Accumulated deficit		(19,227,929	)		(14,706,391	)
Total Kisses From Italy Stockholders' Deficit		(766,783	)		(577,977	)
Non-controlling interest		–			(32,985	)
Total Stockholders' deficit		(766,783	)		(610,962	)
Total liabilities and deficit	$	630,013		$	922,355

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

Kisses From Italy Inc.

Consolidated Statements of Operations

(Unaudited)

	Three Months			Three Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	September 30,			September 30,			September 30,			September 30,
	2023			2022			2023			2022
Food sales	$	26,567		$	101,522		$	203,406		$	311,484
Cost of goods sold		8,268			56,179			96,259			162,125
Gross profit		18,299			45,343			107,147			149,359
Operating expenses:
Depreciation and amortization		2,634			527			39,624			1,580
Stock based compensation-related party		1,215,000			–			2,195,300			–
Stock based compensation		34,000			–			307,200			5,170
Payroll and other expenses		30,685			48,575			123,255			88,120
Rent		25,942			27,694			85,877			96,675
Consulting and professional fees		8,861			43,786			234,570			164,637
General and administrative		83,266			93,716			169,968			199,942
Total operating expenses		1,400,388			214,298			3,155,793			556,124
Income (loss) from operations		(1,382,089	)		(168,955	)		(3,048,646	)		(406,765	)
Other income (expense)
Interest (expense)		(830,306	)		(9,125	)		(1,378,230	)		(311,629	)
Loss the extinguishment of debt		–			–			(168,060	)		–
Change in the fair value of the derivative liability		–			(109,411	)		73,398			(109,411	)
Total other income (expense)		(830,306	)		(118,536	)		(1,472,892	)		(421,040	)
Income (loss) before income taxes		(2,212,395	)		(287,491	)		(4,521,538	)		(827,805	)
Provision for income taxes (benefit)		–			–			–			–
Net loss		(2,212,395	)		(287,491	)		(4,521,538	)		(827,805	)
Less: net income (loss) attributable to non-controlling interests		35,937			(5,596	)		32,935			10,934
Net loss attributable to Kisses From Italy, Inc.	$	(2,248,332	)	$	(281,895	)	$	(4,554,473	)	$	(838,739	)
Basic earnings (loss) per common share	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.00	)
Diluted earnings (loss) per common share	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.00	)
Weighted average number of shares outstanding:
Basic		291,439,823			185,520,582			236,630,525			184,730,359
Diluted		291,439,823			185,520,582			236,630,525			184,730,359

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

Kisses from Italy

Consolidated Statements of Changes in Stockholders' Equity

(Unaudited)

	Preferred Stock			Preferred Stock			Preferred Stock								Additional			Non-						Total
	Series A			Series B			Series C					Common Stock			Paid-in			controlling			Accumulated			Stockholders'
	Shares		Value	Shares		Value	Shares			Value		Shares		180913		Capital			Interest			Deficit			Equity
Balance, December 31, 2021	–	$	–	–	$	–	240,080		$	240.0		180,913,582	$	180,913	$	13,702,813		$	(19,665	)	$	(13,859,006	)	$	5,295
Stock based compensation	–		–	–		–	–			–		–		–		5,170			–			–			5,170
Issuance of Series C Preferred Stock	–		–	–		–	5,000			5		–		–		4,995			–			–			5,000
Conversion of Series C Preferred to Common stock	–		–	–		–	(100,000	)		(100	)	3,000,000		3,000		(2,900	)		–			–			–
Non-controlling interest, net income (loss)	–		–	–		–	–			–		–		–					(2,889	)		–			(2,889	)
Net income (loss)	–		–	–		–	–			–		–		–					–			(150,205	)		(150,205	)
Balance, March 31, 2022	–	$	–	–	$	–	145,080		$	145		183,913,582	$	183,913	$	13,710,078		$	(22,554	)	$	(14,009,211	)	$	(137,629	)
Issuance of warrants in connection with debt	–		–	–		–	–			–		–		–		97,453			–			–			97,453
Issuance of common stock as financing commitment shares	–		–	–		–	–			–		1,607,000		1,607		73,977			–			–			75,584
Non-controlling interest, net income loss	–		–	–		–	–			–		–		–		–			19,419			–			19,419
Net loss	–		–	–		–	–			–		–		–		–			–			(406,639	)		(406,639	)
Balance, June 30, 2022	–	$	–	–	$	–	145,080		$	145		185,520,582	$	185,520	$	13,881,508		$	(3,135	)	$	(14,415,850	)	$	(351,812	)
Net loss	–		–	–		–	–			–		–		–		–			–			(281,895	)		(281,895	)
Non-controlling interest, net loss	–		–	–		–	–			–		–		–		–			(5,596	)		–			(5,596	)
Issuance of warrants in connection with debt	–		–	–		–	–			–		–		–		3,214			–			–			3,214
Balance, September 30, 2022	–	$	–	–	$	–	145,080		$	145		185,520,582	$	185,520	$	13,884,722		$	(8,731	)	$	(14,697,745	)	$	(636,089	)

Preferred Stock

Additional

Non-

Total

Series A

Series B

Series C

Common Stock

Paid-in

controlling

Accumulated

Stockholders'

Value

180913

Capital

Interest

Deficit

Equity

Balance, December 31, 2022

–

145,080

145

189,216,582

189,216

13,939,053

(32,985

)

(14,706,391

)

(610,962

)

Net loss

–

(950,498

)

(950,498

)

Non-controlling interest, net income (loss)

–

(1,883

)

–

(1,883

)

Stock based compensation for services

–

6,000,000

6,000

200,700

–

206,700

Common stock issued for accounts payable

–

451,952

452

14,598

–

15,050

Issuance of common stock as financing commitment shares

–

6,000,000

6,000

192,000

–

198,000

Conversion of convertible notes and accrued interest into common stock

–

8,552,000

8,552

373,308

–

381,860

Balance, March 31, 2023

–

145,080

145

210,220,534

210,220

14,719,659

(34,868

)

(15,656,889

)

(761,732

)

Net loss

–

(1,358,646

)

(1,358,646

)

Non-controlling interest, net income (loss)

–

(1,069

)

–

(1,069

)

Stock based compensation for services

–

1,750,000

1,750

64,750

–

66,500

Issuance of warrants for financing

–

56,630

–

56,630

Stock based compensation for- services related party

–

26,000,000

26,000

954,300

–

980,300

Conversion of convertible notes and accrued interest into common stock

–

6,503,890

6,504

227,896

–

234,400

–

Issuance of common stock as financing commitment shares

–

4,000,000

4,000

143,000

–

147,000

Sale of common shares pursuant to the Company's equity line of credit

–

1,501,502

1,502

48,499

–

50,001

Issuance of preferred shares to pay accrued interest

–

20,000

–

19,980

–

20,000

Balance, June 30, 2023

–

165,080

165

249,975,926

249,976

16,234,714

(35,937

)

(17,015,535

)

(566,617

)

Net loss

–

(2,212,395

)

(2,212,395

)

Non-controlling interest, net income (loss)

–

35,937

–

35,937

Stock based compensation for services

–

1,000,000

1,000

33,000

–

34,000

Stock based compensation for- services related party

–

30,000,000

30,000

1,185,000

–

1,215,000

Warrant exercises for commitment fees

–

16,880,768

16,880

564,339

–

581,219

Issuance of common stock as financing commitment shares

–

4,000,000

4,000

127,000

–

131,000

Sale of common shares pursuant to the Company's equity line of credit

–

890,914

890

14,182

–

15,072

Balance, September 30, 2023

–

165,080

165

302,747,608

302,747

18,158,235

–

(19,227,930

)

(766,783

)

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

Kisses From Italy Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months			Nine Months
	Ended			Ended
	September 30,			September 30,
	2023			2022
Cash flows from operating activities of continuing operations:
Net (loss)	$	(4,521,538	)	$	(827,805	)
Depreciation and amortization		39,624			1,580
Loss on the extinguishment of debt		168,060			–
Stock-based compensation for services		2,502,500			5,170
Change in the fair market value of derivative liability		(73,398	)		109,411
Issuance of financing commitment shares		1,057,219			75,584
Issuance of financing commitment warrants		56,630			100,667
Changes in operating assets and liabilities:
Prepaid expenses		–			(19,744	)
Accounts receivable		(999	)		(4,529	)
Account receivable-other		–			(2,633	)
Inventory		1,814			(7,539	)
Accounts payable		67,620			31,286
Accrued liabilities		(5,596	)		29,144
Net cash (used in) operating activities		(708,065	)		(509,408	)
Cash flows from financing activities:
Proceeds from equity line		65,073			–
Proceeds from notes payable		58,507			250,000
Repayment of notes payable		(12,171	)		–
Proceeds from convertible notes		450,000			550,000
Repayment of convertible notes		(70,000	)		–
Proceeds from the sale of preferred stock		–			5,000
Net cash provided by financing activities		491,409			805,000
Net increase (decrease) in cash and cash equivalents		(216,656	)		295,592
Cash and cash equivalents at beginning of period		324,493			139,485
Cash and cash equivalents at end of period	$	107,837		$	435,077
Supplemental disclosure of cash flow information:
Cash paid for interest	$	–		$	–
Cash paid for income taxes	$	–		$	–
Supplemental disclosure of non-cash investing and financing activities
Conversion of convertible notes and accrued interest into common stock	$	616,260		$	–
Reduction of accounts payable with common stock and treasury stock	$	35,050		$	–

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

KISSES FROM ITALY INC.

~~NOTES~~Condensed TOConsolidated Financial ~~UNAUDITED~~Statements ~~CONDENSED~~for ~~CONSOLIDATED~~the ~~FINANCIAL STATEMENTS~~Three Months Ended March 31, 2024

~~NOTE~~Index 1to ~~– ORGANIZATION~~the ~~AND DESCRIPTION~~Unaudited OFCondensed ~~BUSINESS~~Consolidated Financial Statements

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, located in various Wyndham Hotel properties in the Pompano Beach, Florida area, were then opened within the following ten months. All locations, which were in leased facilities, were fully operational by April 2016. In December 2017, the Company vacated one of its restaurants due to a hurricane and has not re-opened that location. In June 2021, the Company consolidated its two Wyndham stores into one location to become more efficient. The Company opened its inaugural European location in Ceglie del Campo, Bari, Italy, in October 2019. The Bari location closed in April 2020 due to the Covid-19 pandemic, briefly re-opened and has not re-opened as of the date of this Report. Such a location was intended to serve as the distribution center for future products for European locations, as well as to be used as a training facility for European franchises. However, this initiative has been severely curtailed due to the onset and lingering impact of Covid-19 in Europe.

Condensed Consolidated Balance Sheets at March 31, 2024 (Unaudited) and December 31, 2023	F-2
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	F-3
Condensed Consolidated Statement of Stockholders’ (Deficit) for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	F-5
Notes to the Condensed Consolidated Financial Statements (Unaudited)	F-6

~~In June 2021 and November 2021, the Company opened its first two franchise locations in Chino, California and Montreal, Canada, respectively. Since the onset of Covid~~F-~~19 the Company has temporarily waived any franchise fees at both locations so that the franchisees could establish operations at each of those locations.~~1

~~During~~ITEM ~~the first quarter of 2023 the Company began transitioning its business model~~1. In ~~light~~CONDENSED ofCONSOLIDATED ~~the~~FINANCIAL Company’s new partnership with celebrity Chef, Scott Conant, and the creation of a new brand, named ‘The Ponte San’gwich Shoppe and Italian Deli’ which will be wholly owned by Kisses From Italy and of which the sales and development of the new franchise brand will be headed by the Company’s franchise consultant, FransmartSTATEMENTS.

~~Most~~Kisses ~~recently,~~From aItaly redevelopment clause was invoked on the Company’s Wyndham Palm Aire lease location and the Company made the decision to close its operations there and began looking for a new location in South FloridaInc. As of September 30, 2023 the Company was no longer operating at the Pompano Beach Wyndham Palm Aire location and had one remaining corporate owned restaurant open in Ft. Lauderdale Florida. The Company is currently scouting locations in the New York City area for the opening of its first location under the new brand.

~~The~~Condensed ~~Company’s~~Consolidated ~~accounting~~Balance ~~year-end is December 31.~~Sheets

COVID-19


	March 31,			December 31,
	2024			2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,008		$	24,842
Accounts receivable		3,386			5,117
Inventory		8,067			11,917
Total current assets		13,461			41,876
Equipment not in service		–			40,852
Other Assets		1,092			2,745
Total assets	$	14,553		$	85,473

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	101,464		$	114,456
Accrued liabilities		60,324			42,049
Notes payable -related party		352,497			250,000
Convertible notes		407,500			425,000
Total current liabilities		921,785			831,505
Notes payable long term -related party		–			102,497
Total liabilities		921,785			934,002

Commitments and contingencies		–			–

Stockholders' Deficit:
Preferred stock, Series A $0.001 par value. 1,500,000 shares authorized; zero shares shares issued and outstanding		–			–
Preferred stock, Series B $0.001 par value. 5,000,000 shares authorized; zero shares shares issued and outstanding		–			–
Preferred stock, Series C, $0.001 par value 1,000,000 shares authorized; 175,080 shares and 175,080 shares issued and outstanding as of March 31, 2024 and December 31 2023, respectively		175			175
Common stock, $0.001 par value, 650,000,000 shares authorized; 372,920,331 and 336,763,187 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		372,920			336,763
Additional paid-in capital		18,407,728			18,392,470
Accumulated deficit		(19,655,070	)		(19,544,952	)
Total Kisses From Italy Stockholders' Deficit		(874,247	)		(815,544	)
Non-controlling interest		(32,985)			(32,985	)
Total Stockholders' deficit		(907,232	)		(848,529	)
Total liabilities and deficit	$	14,553		$	85,473

OnThe ~~March~~accompanying ~~11,~~notes ~~2020,~~are ~~the~~an ~~World~~integral ~~Health~~part ~~Organization declared~~of 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~~unaudited ~~effect~~condensed onconsolidated ~~the global economy, leading to disruptions and volatility in the global~~ financial ~~markets~~statements. ~~Most US states and many countries have issued policies intended to stop or slow the further spread of the disease.~~

~~Covid~~F-19 and we believe, the US’s response to the pandemic has significantly affected 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.2

~~Except~~Kisses ~~for~~From ~~our~~Italy ~~Bari location which remains closed, our US location is now open and is operating at near pre-Covid revenue levels~~Inc.

9Condensed Consolidated Statements of Operations

~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~(Unaudited)

Basis of Presentation and Principles of Consolidation


	Three months			Three months
	ended			ended
	March 31,			March 31,
	2024			2023
Food sales	$	33,119		$	115,460
Cost of goods sold		16,495			58,871
Gross profit		16,624			56,589
Operating expenses:
Depreciation and amortization		–			527
Stock based compensation		–			206,700
Payroll and other expenses		18,532			53,440
Rent		20,777			32,357
Consulting and professional fees		19,726			150,757
Impairment of fixed assets		34,221			–
General and administrative		23,718			87,501
Total operating expenses		116,974			531,283
Income (loss) from operations		(100,350	)		(474,694	)
Other income (expense)
Interest (expense)		(34,868	)		(243,285	)
Other income (expense)		25,100			–
Gain (loss) on the extinguishment of debt		–			(168,060	)
Change in the fair value of the derivative liability		–			(66,342	)
Total other income (expense)		(9,768	)		(477,687	)
Loss before income taxes		(110,118	)		(952,381	)
Provision for income taxes (benefit)		–			–
Net loss		(110,118	)		(952,381	)
Less: net income (loss) attributable to non-controlling interests		–			(1,883	)
Net loss attributable to Kisses From Italy, Inc.	$	(110,118	)	$	(950,498	)

Basic earnings (loss) per common share	$	(0.00	)	$	(0.00	)
Diluted earnings (loss) per common share	$	(0.00	)	$	(0.00	)

Weighted -weighted average number of shares outstanding:
Basic		354,841,759			194,550,922
Diluted		354,841,759			194,550,922

The ~~condensed~~accompanying ~~consolidated~~notes ~~financial~~are ~~statements of~~an ~~the~~integral ~~Company~~part ~~have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). This basis~~ of ~~accounting involves~~ the ~~application~~unaudited ~~of accrual accounting and consequently, revenues and gains are recognized when earned,~~condensed ~~and expenses and losses or recognized when incurred. The~~ consolidated ~~financials~~financial ~~include the accounts of the Company and its wholly-owned subsidiaries; Kisses From Italy 9th LLC, Kisses From Italy-Franchising LLC, Kisses From Italy, Inc~~statements. (Canada) (a company incorporated under the laws of Canada and registered in Quebec on December 23, 2020), and Kisses From Italy Italia SRLS (a limited liability company incorporated in Italy), and its 70% owned subsidiary, Kisses-Palm Sea Royal LLC. Kisses-Palm Sea Royal closed its operation on June 30, 2023. On May 26,2023 the Company formed a new subsidiary called The Ponte San’gwich Shoppe & Italian DeliSM .

~~All intercompany accounts and transactions are eliminated in consolidation.~~F-3

~~Management’s~~Kisses ~~Representation~~From ofItaly ~~Interim Condensed Consolidated Financial Statements~~Inc.

~~The~~Condensed ~~accompanying~~Consolidated ~~unaudited~~Statements ~~condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations~~ of ~~the~~Changes ~~Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included~~ in ~~condensed~~Stockholders' 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 condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary for 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 condensed consolidated financial statements should be read in conjunction with the audited condensed consolidated financial statements at and as of December 31, 2022, filed as part of the Company’s Annual Report on Form 10-K with the SEC on March 31, 2023.Equity

~~Use of Estimates~~(Unaudited)

The preparation of condensed consolidated financial statements in conformity with 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 condensed consolidated 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, 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 condensed consolidated 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.

Preferred Stock

Additional

Non-

Total

Series A

Series B

Series C

Common Stock

Paid-in

controlling

Accumulated

Stockholders'

Value

Capital

Interest

Deficit

Balance, December 31, 2022

–

145,080

145

189,216,582

189,216

13,939,053

(32,985

)

(14,706,391

)

(610,962

)

Common stock issued for accounts payable

–

451,952

452

14,598

–

15,050

Stock based compensation

–

6,000,000

6,000

200,700

–

206,700

Issuance of common stock as financing commitment shares

–

6,000,000

6,000

192,000

–

198,000

Conversion of convertible notes and accrued interest into common stock

–

8,552,000

8,552

373,308

–

381,860

Non-controlling interest, net loss

–

(1,883

)

–

(1,883

)

Net loss

–

(950,498

)

(950,498

)

Balance, March 31, 2023

–

145,080

145

210,220,534

210,220

14,719,659

(34,868

)

(15,656,889

)

(761,732

)

Accounts Receivable and Allowance for Doubtful Accounts

	Preferred Stock			Preferred Stock			Preferred Stock						Additional		Non-						Total
	Series A			Series B			Series C			Common Stock			Paid-in		controlling			Accumulated			Stockholders'
	Shares	Value		Shares	Value		Shares	Value		Shares	Value		Capital		Interest			Deficit			Deficit
Balance, December 31, 2023	–	$	–	–	$	–	175,080	$	175	336,763,187	$	336,763	$	18,392,470	$	(32,985	)	$	(19,544,952	)	$	(848,529	)

Conversion of convertible notes and into common stock	–		–	–		–	–		–	16,888,888		16,889		2,111		–			–			19,000

Issuance of shares on the Company's equity line of credit	–		–	–		–	–		–	19,268,256		19,268		13,147		–			–			32,415

Net loss	–		–	–		–	–		–	–		–		–		–			(110,118	)		(110,118	)

Balance, March 31, 2024	–	$	–	–	$	–	175,080	$	175	372,920,331	$	372,920	$	18,407,728	$	(32,985	)	$	(19,655,070	)	$	(907,232	)

~~Accounts receivables are recorded at the net value of the face amount less any allowance for doubtful accounts.~~ The ~~allowance~~accompanying ~~for~~notes 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~~an ~~individually~~integral ~~for~~part ~~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~~unaudited ofcondensed ~~our~~consolidated ~~private~~financial ~~label branded products sold in retail and grocery stores in Canada~~statements.

~~As of September 30, 2023, and December 31, 2022, our trade receivables amounted to $14,469 and $13,470 respectively, with an allowance for doubtful accounts of $~~F-~~0- for both periods.~~4

10Kisses From Italy Inc.

~~Other~~Condensed ~~Receivables~~Consolidated Statements of Cash Flows

As of September 30, 2023 and December 31, 2023 Other receivables are comprised of two components, a receivable from a franchisee for $22,000, and a receivable of $27,190 from the government for Employee Retention Credits (~~“ERC”~~Unaudited).

ERC Credits


	Three months			Three months
	ended			ended
	March 31,			March 31,
	2024			2023

Cash flows from operating activities of continuing operations:
Net income (loss)	$	(110,118	)	$	(952,381	)
Depreciation and amortization		–			527
(Gain) Loss on the extinguishment of debt		–			168,060
Stock-based compensation for services		–			206,700
Change in the fair market value of derivative liability		–			66,342
Impairment of fixed assets		34,221			–
Issuance of financing commitment shares		1,500			198,000
Sale of equipment		6,630			–
Issuance of financing commitment warrants and exercises		–			–
Changes in operating assets and liabilities:
Accounts receivable		1,731			(202	)
Inventory		3,849			(1,141	)
Accounts payable		(12,991	)		(1,007	)
Other assets		1,653			–
Accrued liabilities		18,276			24,865
Net cash used in operating activities		(55,249	)		(290,238	)

Cash flows from financing activities:
Proceed from the Company's equity line of credit		32,415			–
Net cash provided by financing activities		32,415			–

Net increase in cash and cash equivalents		(22,834	)		(290,238	)
Cash and cash equivalents at beginning of period		24,842			324,493
Cash and cash equivalents at end of period	$	2,008		$	34,255

Supplemental disclosure of cash flow information:
Cash paid for interest	$	–		$	–
Cash paid for income taxes	$	–		$	–

Supplemental disclosure of non-cash investing and financing activities
Conversion of convertible notes and accrued interest into common stock	$	19,000		$	380,860
Reduction of accounts payable and accrued interest with common stock	$	–		$	15,050

The ~~purpose~~accompanying ofnotes ~~the ERC is to encourage employers to keep employees on the payroll, even if they~~ are not working during the covered period due to the effects of the coronavirus outbreak. The updated ERC provides a refundable credit of up to $5,000 for each full-time equivalent employee a company retained from March 13, 2020, to December 31, 2020, and up to $14,000 for each retained employee from January 1, 2021, to June 30, 2021. The Company qualifies as an ~~employer~~integral ifpart ~~it was ordered to fully or partially shut down or if the Company’s gross receipts fell below 50% for the same quarter in 2019 (for 2020) and below 80% (for 2021). As~~ of ~~September 30, 2023 and December 31, 2022~~ the ~~Company had ERC credits receivable~~ ofunaudited ~~$27,190~~condensed ~~and~~consolidated ~~$27,190~~financial ~~in ERC credits receivable, respectively~~statements.

~~Valued Added Tax (“VAT”)~~F-5

~~The Valued~~KISSES ~~Added~~FROM ~~Tax (“VAT”)~~ITALY ~~VAT is a broadly-based consumption tax which is assessed to the value that is added to goods and services~~INC. 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 September 30, 2023 and December 31, 2022, respectively, the Company had a VAT net receivable from its Bari location amounting to $-0- and $-0- respectively.

~~Franchisee~~NOTES ~~Receivable~~TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

InNOTE ~~order to assist the Company’s franchisee in California, the Company extended a $22,000 demand loan at a~~ 1% ~~interest~~– ORGANIZATION ~~rate~~AND ~~to the franchisee. As of September 30, 2023 and December~~DESCRIPTION ~~31,~~OF ~~2022 the balance on the franchisee receivable was $22,000 and $22,000, respectively.~~BUSINESS

~~Foreign~~Kisses ~~Currency~~From ~~Translation~~Italy Inc. (the “Company”) was incorporated in Florida on March 7, 2013.

The ~~functional and reporting currency of the~~ Company’s ~~Bari~~ ~~location~~accounting inyear-end ~~Italy~~ is ~~the Euro. Management has adopted ASC 830 “Foreign Currency Matters” for transactions that occur~~December ~~in foreign currencies~~31. 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~~NOTE ~~denominated~~2 in– SUMMARY ~~currencies~~OF ~~other~~SIGNIFICANT ~~than~~ACCOUNTING 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.POLICIES

~~Assets~~Basis ~~and liabilities~~ of ~~the~~Presentation ~~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~~Principles ~~are~~of ~~translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurs.~~Consolidation

11The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“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, Kisses From Italy, Inc. (Canada) (a company incorporated under the laws of Canada and registered in Quebec on December 23, 2020), and Kisses From Italy Italia SRLS (a limited liability company incorporated in Italy), and its 70% owned subsidiary, Kisses-Palm Sea Royal LLC. Kisses-Palm Sea Royal closed its store on September 30, 2023 but remained as an operating entity.

~~Revenue~~Management ~~Recognition~~is actively evaluating current market conditions and exploring the possibility of relocating our operations to other areas within South Florida. This decision stems from our ongoing commitment to strategic growth and optimizing our operational footprint. The consideration to relocate is driven by several factors, including but not limited to:

~~The~~Market ~~Company~~Dynamics: ~~recognizes~~Analysis ~~revenue under the guidelines~~ of ~~ASC~~market ~~606.~~trends ~~Sales, as presented in the Company’s consolidated statement of earnings, represent franchise revenue;~~ and ~~food and beverage~~ ~~products~~opportunities ~~sold~~suggests ~~which~~potential isadvantages ~~presented~~in ~~net~~certain ofgeographic ~~discounts,~~locations ~~coupons,~~within ~~employee~~South ~~meals~~Florida ~~and~~that ~~complimentary~~align ~~meals.~~more ~~Revenue~~closely iswith ~~recognized~~our ~~using the five~~strategic ~~step approach required under the guidelines of ASC 606:~~objectives.

1.Operational ~~Identify~~Efficiency: ~~the~~Evaluating ~~contract~~alternative locations ~~with~~may ~~the~~provide ~~client~~opportunities to enhance operational efficiency, reduce costs, and improve service delivery to our customers.

2.Infrastructure ~~Identify~~and Resources: Assessing the ~~performance~~availability of ~~obligations~~suitable ininfrastructure, ~~the contract~~resources, and talent pool in different areas to support our long-term growth plans.

3.At ~~Determine~~this time it has not been considered discontinued operations in accordance with ASC 205-20 because the ~~transaction~~division ~~price,~~has not been disposed of nor is disposal in the plan.

4.Use ~~Allocate~~of ~~the transaction price to performance obligations in the contract~~Estimates

5.The ~~Recognize~~preparation of condensed consolidated financial statements in conformity with 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 condensed consolidated financial statements and the reported amounts of revenues ~~when~~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, 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 ~~Company~~date ~~satisfies~~of these condensed consolidated financial statements. The results aof ~~performance~~these ~~obligation~~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.

At the corporate owned restaurants all five steps of revenue recognition occur almost simultaneously. The customer orders food from a menu, it is prepared, delivered to the customer who then pays for the food order at the cash register. Our restaurant business represented approximately 95% of our revenue for the year ended December 31, 2022 and nine months ended September 30, 2023.F-6

~~For~~Accounts ~~our~~Receivable ~~branded retail products goods sold in Canada, the Company receives a detailed purchase order from grocery store retailers that specifies the goods ordered, their price, payment terms~~ and ~~the~~Allowance ~~required~~for ~~delivery date. Once the delivery of items on the purchase order is made to the client and title passes to the retailer,~~Doubtful ~~the Company has met its performance obligation and recognizes revenue.~~Accounts

~~Non-controlling~~Accounts ~~interest~~receivables are recorded at the net value of the 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.

AAs ~~non-controlling~~of ~~interest~~March ~~represents~~31, ~~third-party ownership~~2024, inand ~~the~~December ~~net~~31, ~~assets~~2023, ~~of one of~~ our ~~consolidated~~trade receivables ~~subsidiaries.~~amounted ~~For~~to ~~financial reporting purposes~~$3,386 ~~the assets~~ and ~~liabilities~~$5,117 ofrespectively, ~~our majority-owned subsidiary consolidated~~ with ~~those~~an ofallowance ~~the~~for ~~Company’s~~doubtful ~~wholly-owned~~accounts ~~subsidiaries,~~of ~~with any third~~$-~~party~~0- ~~investor’s interest~~for ~~shown~~both ~~as non-controlling interest~~periods.

~~Cash~~Foreign ~~and~~Currency ~~Cash Equivalents~~Translation

The ~~Company~~functional ~~considers~~and ~~all~~reporting ~~highly~~currency ~~liquid~~of ~~temporary~~the Company’s ~~cash~~Bari ~~investments~~location ~~with~~in anItaly ~~original~~is ~~maturity~~the ofEuro. ~~three~~Management ~~months~~has oradopted ~~less~~ASC to830 be“Foreign ~~cash~~Currency ~~equivalents~~Matters” for transactions that occur in foreign currencies. OnMonetary ~~September~~assets ~~30,~~denominated ~~2023~~in ~~and~~foreign ~~December~~currencies ~~31,~~are ~~2022,~~ translated using the ~~Company’s~~exchange ~~cash~~rate ~~equivalents~~prevailing ~~totaled~~at ~~$107,837~~the balance sheet date. Average monthly rates are used to translate revenues and ~~$324~~expenses. To date,~~493,~~ ~~respectively~~this difference has been immaterial for the Bari location.

~~Property~~Transactions ~~and~~denominated ~~equipment~~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.

~~Depreciation~~Assets isand ~~computed~~liabilities byof the ~~straight-line~~Company’s operations ~~method~~are ~~and~~translated isinto ~~charged~~the toreporting ~~operations~~currency, ~~over~~United ~~the~~States ~~estimated~~dollars, ~~useful~~at ~~lives of~~ the ~~assets.~~exchange ~~Maintenance~~rate ~~and~~in ~~repairs~~effect ~~are~~at ~~charged~~the tobalance ~~expense~~sheet ~~as incurred~~dates. ~~The~~ ~~carrying amount~~ Revenue and ~~accumulated~~expenses ~~depreciation of assets sold or retired~~ are ~~removed~~translated ~~from~~at ~~the~~average ~~accounts~~rates in ~~the~~effect ~~year~~during ~~of disposal and any resulting gain or loss is included in~~ the ~~results~~reporting ~~of operations~~periods. ~~The~~Equity ~~estimated~~transactions ~~useful~~are ~~lives~~recorded ofat ~~property~~the ~~and~~historical rate ~~equipment~~when ~~are~~the astransaction ~~follows:~~occurs.

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

Revenue Recognition

12The Company recognizes revenue under the guidelines of ASC 606. Sales, as presented in the Company’s consolidated statement of earnings, represent franchise revenue; and food and beverage products sold which is presented net of discounts, coupons, employee meals and complimentary meals. Revenue is recognized using the five step approach required under the guidelines of ASC 606:

~~Income~~1. ~~taxes~~Identify the contract with the client,

~~The Company accounts for income taxes under the Financial Accounting Standards Board (“FASB”) ASC 740, “Accounting for Income Taxes”~~2. ~~Under~~Identify ~~FASB ASC 740, deferred tax assets and liabilities are recognized for~~ the ~~future~~performance ~~tax~~obligations 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~~contract, 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~~3. ~~The~~Determine ~~Company assesses~~ the ~~validity of~~transaction 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.price,

~~On December 18, 2019, FASB released Accounting Standards Update (“ASU”) 2019-12, which affects general principles within Topic 740, Income Taxes~~4. ~~The~~Allocate ~~amendments of ASU 2019-12 are meant to simplify and reduce~~ the ~~cost~~transaction ofprice ~~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~~performance ~~complexity~~ obligations in ~~accounting standards by improving certain areas of GAAP without compromising information provided to users of~~ the ~~condensed consolidated financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s condensed consolidated financial statements.~~contract

~~Derivative~~5. ~~Financial~~Recognize ~~Instruments~~revenues when or as the Company satisfies a performance obligation

~~The~~At ~~Company~~the ~~evaluates~~corporate ~~its~~owned ~~financial~~restaurants ~~instruments to~~all ~~determine~~five ifsteps of ~~such~~revenue ~~instruments~~recognition ~~are~~occur ~~derivatives~~almost ~~or contain features that qualify as embedded derivatives~~simultaneously. ~~For~~The ~~derivative~~customer ~~financial~~orders ~~instruments that~~food ~~are~~from ~~accounted~~a ~~for as liabilities~~menu, ~~the~~it ~~derivative instrument~~ is ~~initially recorded at its fair value and is then re-valued at each reporting date~~prepared, ~~with~~delivered ~~changes~~to in the ~~fair~~customer ~~value~~who then ~~reported~~pays infor the ~~consolidated~~food ~~statements~~order ~~of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated~~ at the ~~end~~cash ~~of each reporting period~~register. ~~Derivative~~Our ~~instrument~~restaurant ~~liabilities~~business ~~are~~represented ~~classified~~approximately in95% ~~the~~of ~~balance~~our ~~sheet~~revenue asfor ~~current or non-current based on whether or not~~ the ~~net-cash~~years ~~settlement~~ended ofDecember ~~the derivative instrument could be required within twelve months of the balance sheet date. As of September 30~~31, 2023 and December 31, 2022~~, the balance of the derivative liability was $-0- and $73,398, respectively~~.

~~Stock-based~~For ~~Compensation~~our branded retail products goods sold in Canada, the Company receives a detailed purchase order from grocery store retailers that specifies the goods ordered, their price, payment terms and the required delivery date. Once the delivery of items on the purchase order is made to the client and title passes to the retailer, the Company has met its performance obligation and recognizes revenue.

~~The Company accounts for stock~~F-based compensation using the fair 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.7

13Non-controlling interest

~~Leases~~A 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.

InCash ~~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~~Cash 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 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 emerging growth company and has a calendar-year end, the Company was eligible for deferring the adoption of ASC 842 to January 1, 2022.Equivalents

InThe ~~the~~Company ~~first~~considers ~~quarter~~all ofhighly ~~fiscal~~liquid ~~2022, we adopted~~temporary ~~ASU~~cash ~~2016-02~~investments ~~related~~with ~~solely~~an tooriginal ~~operating~~maturity ~~leases~~of atthree ~~our~~months ~~store~~or ~~locations.~~less ~~The~~to ~~most~~be ~~significant~~cash ~~impact~~equivalents. ofOn ~~adoption~~March ~~was~~31, ~~the~~2024 ~~recognition of right of use operating lease assets~~ and ~~right~~December of31, ~~use~~2023, ~~operating~~the Company’s ~~lease~~cash ~~liabilities~~equivalents oftotaled ~~approximately~~ $~~562~~2,~~000~~008 ~~each~~and $24,842 respectively.

~~Inventory~~Property and equipment

~~Inventory~~Depreciation is ~~comprised~~computed ofby ~~wholesale~~the ~~food~~straight-line ~~inventory~~method atand ~~our~~is ~~retail~~charged to operations. ~~The~~over ~~value of~~ the ~~food~~estimated atuseful ~~our~~lives USof ~~locations~~the isassets. ~~very~~Maintenance ~~minimal at any one time~~ and isrepairs are charged to ~~cost~~expense ~~of sales~~ as incurred. ~~soon~~The ascarrying itamount ~~arrives~~and ataccumulated ~~the~~depreciation ~~store.~~of ~~Our~~assets USsold ~~locations~~or doretired ~~not~~are ~~have~~removed ~~liquor~~from ~~licenses. During~~ the ~~three~~accounts ~~months~~in ~~ended~~the ~~June~~year ~~30,~~of ~~2022~~disposal weand ~~wrote off~~any ~~$1,951~~resulting ~~alcoholic~~gain ~~beverage~~or ~~inventory~~loss ~~since~~is ~~the~~included ~~Bari~~in ~~location had been closed since~~ the ~~onset~~results of ~~Covid in March 2020~~operations. The ~~balance~~estimated ofuseful ~~inventory on~~lives ~~September~~of ~~30,~~property ~~2023~~ and ~~December~~equipment ~~31,~~are ~~2022~~as ~~was $12,545 and $14,359, respectively.~~follows:

Net Loss per Share


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

~~Net~~Income loss per common share is computed by dividing net loss by the weighted average shares of common stock 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 shares of common stock and dilutive common share equivalents outstanding. Due to the Company’s net losses for the nine months ended September 30, 2023 and September 30, 2022, all of its outstanding stock options, warrants, and shares issuable if convertible notes or Preferred C shares was converted to common stock; are all considered anti-dilutive. The number of these anti-dilutive equivalents was not calculated and are excluded from the calculation of net loss per share.taxes

~~Recent~~The Company accounts for income taxes under the Financial Accounting ~~Pronouncements~~Standards Board (“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.

InThe ~~August~~amount ~~2020,~~recognized ~~FASB~~is ~~issued~~measured ~~ASU 2020-06 Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”),~~ as ~~part~~the oflargest ~~its overall simplification~~amount ~~initiative to reduce costs and complexity~~ of ~~applying~~benefit ~~accounting~~that ~~standards~~is ~~while~~greater ~~maintaining~~than or50 ~~improving~~percent ~~the~~likely ~~usefulness~~ of ~~the~~being ~~information provided~~realized toupon ~~users~~ultimate ~~of financial statements~~settlement. ~~Among~~The ~~other~~Company ~~changes,~~assesses the ~~new~~validity ~~guidance~~of ~~removes from GAAP separation models for convertible debt~~its ~~that~~conclusions ~~require~~regarding ~~the~~uncertain ~~convertible~~tax ~~debt~~positions toon ~~be separated into~~ a ~~debt~~quarterly ~~and~~basis ~~equity component, unless the conversion feature is required~~ to bedetermine ~~bifurcated and~~if ~~accounted~~facts ~~for as a derivative~~ or ~~the~~circumstances ~~debt~~have isarisen ~~issued~~that atmight ~~a substantial premium. As a result, after adopting the guidance, entities will~~cause noit ~~longer~~to ~~separately~~change ~~present~~its ~~such~~judgment ~~embedded~~regarding ~~conversion features in equity, and will instead account for~~ the ~~convertible~~likelihood ~~debt wholly as debt. The new guidance also requires use~~ of ~~the~~a ~~“if-converted”~~tax ~~method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company~~position’s ~~current~~sustainability ~~accounting treatment~~ under ~~the current guidance~~audit. ~~The Company adopted this guidance on January 1, 2022.~~

14On December 18, 2019, 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 GAAP without compromising information provided to users of the condensed consolidated financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s condensed consolidated financial statements.

~~In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016~~F-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of Topic 326 is not expected to have a material effect on the Company’s condensed consolidated financial statements and financial statement disclosures.8

~~NOTE~~Derivative 3Financial ~~– GOING CONCERN AND LIQUIDITY~~Instruments

AsThe Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of ~~September~~operations. 30The classification of derivative instruments, ~~2023~~including whether such instruments should be recorded as liabilities or as equity, is evaluated at the ~~Company~~end ~~had~~of ~~cash~~each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on ~~hand~~whether or not the net-cash settlement of ~~$107,837,~~the ~~negative~~derivative ~~working~~instrument ~~capital~~could be required within twelve months of ~~$544~~the balance sheet date. As of March 31,~~576~~ 2024 and anDecember 31, ~~accumulated~~2023, ~~deficit~~the balance of the derivative liability was $~~19,227,929~~-0-.

~~Management~~Stock-based has concluded that these condensed consolidated 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. 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.Compensation

~~NOTE~~The 4Company ~~– PROPERTY~~accounts ~~AND~~for ~~EQUIPMENT~~stock-based compensation using the fair 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.

As of September 30, 2023 and December 31, 2022, the Company had $-0- and $3,687 in property and equipment respectively. As of September 30, 2023, all property and equipment and leaseholds at its US locations had been fully depreciated.Leases

~~NOTE~~In 5February ~~– ACCRUED~~2016, ~~LIABILITIES~~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 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 emerging growth company and has a calendar-year end, the Company was eligible for deferring the adoption of ASC 842 to January 1, 2022.

In the first quarter of fiscal 2022, we adopted ASU 2016-02 related solely to operating leases at our store locations. The ~~following~~most ~~table~~significant ~~sets~~impact ~~forth~~of adoption was the ~~components~~recognition of right of ~~the~~use ~~Company’s~~operating ~~accrued~~lease assets and right of use operating lease liabilities of approximately $562,000 each, respectively. As of March 31, 2024, we have one operating lease on ~~September~~a 30month to month basis. As a result, ~~2023~~we reduced the right of use assets and ~~December~~lease liabilities to $-0- as of March 31, ~~2022~~2024.

Schedule of accrued liabilities
	September 30, 2023		December 31, 2022
Sales tax payable	$	1,302	$	3,957
Accrued interest payable		23,350		50,330
Payroll tax liabilities		99,145		95,106
Total accrued liabilities	$	123,797	$	149,393

Inventory

Inventory is comprised of wholesale food inventory at our retail operations. The ~~Company~~value of the food at our US locations is invery ~~arrears~~minimal onat ~~its~~any ~~payroll~~one ~~tax~~time ~~payments~~and is charged to cost of sales as soon as ofit ~~September~~arrives ~~30,~~at ~~2023~~the store. AsOur ofUS ~~September~~locations ~~30,~~do ~~2023,~~not ~~the~~have ~~“payroll~~liquor ~~tax~~licenses. ~~liabilities”~~The ~~were~~balance ~~comprised~~ of ~~approximately~~inventory ~~$49,791~~on ~~in tax~~March ~~due~~31, 2024 and ~~$49~~December 31,~~354~~ in2023 ~~interest~~was $8,067 and ~~penalties~~$11,917 respectively.

15F-9

~~NOTE~~Net 6Loss ~~– PROMISSORY~~per ~~NOTES PAYABLE~~Share

AsNet ofloss ~~September~~per ~~30,~~common ~~2023~~share ~~and~~is ~~December~~computed ~~31,~~by ~~2022,~~dividing net loss by the ~~balance~~weighted average shares of ~~notes~~common ~~payable~~stock ~~was~~outstanding ~~$308~~during the period as defined by Financial Accounting Standards,~~057 and~~ ~~$262~~ASC Topic 260,~~171,~~ ~~respectively~~“Earnings per Share.” ~~The~~Basic ~~balance~~earnings asper ofcommon ~~September~~share ~~30,~~(“EPS”) ~~2023~~calculations isare ~~comprised~~determined by dividing net income by the weighted average number of ~~two~~shares ~~unsecured 8%~~of common stock outstanding during the year. Diluted earnings per common share calculations ~~notes~~are ~~payable~~determined ~~amounting~~by todividing ~~$250,000~~net income by the weighted average number of shares of common stock and ~~$58,507~~dilutive ~~extended~~common share equivalents outstanding. Due to the Company’s bynet alosses ~~significant~~for ~~shareholder~~the ofyears ~~the~~ended ~~Company~~December ~~that~~31, ~~matures~~2023 onand ~~July~~December 31, 2022, and for the three month period ended 13March 31, 2024 ~~and~~all ~~April~~of 3its outstanding stock options, ~~2023~~warrants, ~~respectively~~and shares issuable if convertible notes or Preferred C shares was converted to common stock; are all considered anti-dilutive. The number of these anti-dilutive equivalents was not calculated and are excluded from the calculation of net loss per share.

~~NOTE~~Recent 7Accounting ~~– CONVERTIBLE NOTES~~Pronouncements

AsIn August 2020, FASB issued ASU 2020-06 Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of ~~September~~its 30overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, ~~2023~~the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and ~~December~~equity 31component, unless the conversion feature is required to be bifurcated ~~2022~~and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the ~~outstanding~~guidance, ~~principal~~entities ~~balance~~will no longer separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt ~~notes~~on ~~was~~earnings ~~$460~~per share,~~000~~ which is consistent with the Company’s current accounting treatment under the current guidance. The ~~and~~Company ~~$488~~adopted this guidance on January 1,~~400,~~ ~~respectively~~2022.

OnIn ~~April~~June 112016, ~~2022,~~ the ~~Company~~Financial ~~entered~~Accounting ~~into~~Standards Board a(“FASB”) ~~securities~~issued ~~purchase~~Accounting ~~agreement,~~Standards ~~dated~~Update as(“ASU”) ofNo. ~~April 6~~2016-13, ~~2022,~~Financial ~~(the~~Instruments—Credit ~~“Talos~~Losses ~~Purchase Agreement”~~(Topic 326): ~~with~~Measurement ~~Talos~~of ~~Victory~~Credit ~~Fund, LLC,~~Losses aon ~~Delaware~~Financial ~~limited~~Instruments ~~liability company~~ (“~~Talos~~ASU 2016-13”), ~~pursuant~~and toalso ~~which~~issued ~~the~~subsequent ~~Company~~amendments ~~issued~~ to ~~Talos~~the ainitial guidance: ~~promissory~~ASU ~~note~~2018-19, ~~in the~~ASU ~~principal~~2019-04, ~~amount~~and ofASU ~~$165,000~~ 2019-05 (~~the~~collectively, “~~Talos~~Topic ~~Note~~326”). ~~The~~Topic ~~Company~~326 ~~received~~requires ~~$148,500 gross~~measurement ~~proceeds~~and ~~from~~recognition of ~~Talos~~expected ~~due~~credit tolosses ~~the~~for ~~original~~financial ~~issue~~assets ~~discount on the Talos Note~~held. InThe ~~connection~~Company ~~with~~will ~~the~~be ~~execution~~required ~~and~~to ~~delivery~~adopt ofthis ~~the Talos~~ASU ~~Purchase~~for ~~Agreement~~fiscal ~~and~~years ~~the~~beginning ~~issuance~~after ofDecember 15, ~~the Talos Note~~2022, ~~the~~including ~~Company~~interim ~~issued~~periods towithin ~~Talos~~those ~~500,000 commitment~~fiscal ~~shares~~years. ~~and~~The aadoption ~~warrant~~of toTopic ~~purchase~~326 anis ~~additional~~not ~~1,650,000 shares~~expected ofto ~~common~~have ~~stock~~a ofmaterial effect on the Company’s atcondensed anconsolidated ~~exercise~~financial ~~price~~statements ofand $0financial statement disclosures.~~10.~~

OnNOTE ~~April~~3 13, 2022, the Company entered into a securities purchase agreement, dated as of April 11, 2022, (the “Blue Lake Purchase Agreement”) with Blue Lake Partners, LLC, a Delaware limited liability company (“Blue Lake”), pursuant to which the Company issued to Blue Lake a promissory note in the principal amount of $165,000 (the “Blue Lake Note”). The Company received $148,500– ~~gross proceeds~~GOING ~~from~~CONCERN ~~Blue~~AND Lake due to the original issue discount on the Blue Lake Note. In connection with the execution and delivery of the Blue Lake Purchase Agreement and the issuance of the Blue Lake Note, the Company issued to Blue Lake 500,000 commitment shares and a warrant to purchase an additional 1,650,000 shares of common stock of the Company at an exercise price of $0.10.LIQUIDITY

OnAs ~~May 13, 2022, the Company entered into a securities purchase agreement, dated as~~ of ~~May~~March 1131, ~~2022,~~2024 (the ~~“Fourth Man Purchase Agreement”) with Fourth Man, LLC (“Fourth Man”), pursuant to which the~~ Company ~~issued~~had tocash ~~Fourth~~on ~~Man a promissory note in the principal amount~~ hand of $~~150~~2,~~000~~008 ~~(the~~negative ~~“Fourth~~working ~~Man~~capital ~~Note”). The~~of ~~Company received~~ $~~135~~908,~~000~~324 ~~gross proceeds from Fourth Man due to the original issue discount on the Fourth Man Note. In connection with the execution~~ and ~~delivery~~an ofaccumulated ~~the~~deficit ~~Fourth Man Purchase Agreement and the issuance~~ of ~~the Fourth Man Note~~$19, ~~the Company issued to Fourth Man~~655, ~~607,000 commitment shares and a warrant to purchase an additional 1,500,000 shares of common stock of the Company~~070.

~~Each~~Management has concluded that these condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the ~~notes~~settlement ~~bear~~of ~~interest~~liabilities and atcommitments ~~12%~~in the normal course of business. It is the Company’s current intention to raise debt and/or ~~has~~equity financing to afund ~~fixed~~ongoing ~~price~~operating ~~conversion~~expenses. There is no assurance that financing, whether debt or equity, will be available to ~~common~~the ~~stock~~Company, atsatisfactorily completed $0or on terms favorable to the Company.~~025~~ ~~per~~Any ~~share~~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.

~~Using~~NOTE ~~the Black Scholes model, the Company recording a financing expense of $97,453 for the total of~~ 4~~,800,000~~ ~~warrants~~– EQUIPMENT ~~issued~~NOT onIN ~~the Talos Note, Blue Lake Note and the Fourth Man Note.~~SERVICE

~~During~~As ~~the~~of ~~three~~March ~~months~~31, ~~ended~~2024 ~~September~~and 30December 31, ~~2022~~2023, all of the Company ~~granted~~fixed anassets ~~underwriter~~in ~~162,000~~service ~~warrants~~had ~~exercisable~~been ~~for~~fully ~~five~~depreciated ~~years~~Also atas ~~an exercise price~~ of ~~$0.11,~~the ~~and~~March 5631,~~250~~ ~~warrants~~2024 ~~exercisable for~~and ~~five~~December 531, ~~years~~2023 atwe had $-0~~.12~~- ~~per~~and ~~share. Using the Black Scholes model~~40,852, respectively ~~the Company recording a financing expense~~ of ~~$3,214~~equipment ~~for~~not ~~these~~in ~~warrants~~service.

~~As a result of the above transactions, the Company has recorded $100,167 in total financing fees in 2022 on these warrants issued to the noteholders and the underwriter.~~F-10

AsNOTE of5 ~~June~~– ACCRUED ~~30, 2022 the Talos Note, Blue Lake Note and the Fourth Man Note had converted their convertible notes to equity and no balance or accrued interest was due to these lenders.~~LIABILITIES

OnThe ~~July~~following ~~26,~~table ~~2022~~sets ~~the~~forth ~~Company entered into a $70,000 convertible note agreement at 9% interest with a maturity date of July 26, 2023 with 1800 Diagonal Lending LLC (“Diagonal”). Under~~ the ~~terms~~components of the ~~note agreement Diagonal had the right to convert its note at~~ ~~a discount of 35% to the~~ Company’s ~~lowest~~accrued ~~trading~~liabilities ~~price~~on inMarch ~~the~~31, 102024 ~~days~~and ~~prior~~December to31, ~~conversion~~2023.

On January 23, 2023 the Company paid off this $70,000 convertible note along with accrued interest of $3,863 and a $20,000 prepayment penalty for a total payment of $93,863. On February 13, 2023 the Company entered into a new $70,000 note with a 180 maturity on the same terms as the previous $70,000 note.

Schedule of accrued liabilities
	March 31, 2024		December 31, 2023
Sales tax payable	$	2,895	$	2,686
Accrued interest payable		57,429		39,363
Total accrued liabilities	$	60,324	$	42,049

16NOTE 6 – PROMISSORY NOTES PAYABLE RELATED PARTIES

OnAs ~~May~~of ~~24,~~March ~~2022~~31, ~~the~~2024 ~~Company,~~and ~~entered~~December ~~into a Securities Purchase Agreement (the “JSC Purchase Agreement”) with Jefferson Street Capital LLC~~31, ~~a New Jersey limited liability company (“JSC”)~~2023, ~~pursuant to which~~ the ~~Company~~balance of ~~issued~~notes topayable ~~JSC~~was ~~a promissory note in the principal amount of~~ $~~110~~352,~~000.00~~497 and ~~(the “JSC Note”). The Company received~~ $~~100~~352,~~000.00~~497, ~~gross proceeds from JSC due to the original issue discount on the Note~~respectively. InThe ~~connection~~balance ~~with the~~as ~~execution and delivery~~ of ~~the~~March ~~Purchase~~31, ~~Agreement~~2024 ~~and~~is ~~the~~comprised ~~issuance~~ of ~~the~~three ~~Note,~~unsecured 8% notes ~~the~~payable ~~Company~~amounting ~~issued~~ to ~~JSC 500~~$250,000, ~~commitment~~$58,507, ~~shares (the “JSC Commitment Shares”)~~ and a$43,990 ~~warrant~~extended to ~~purchase~~the anCompany ~~additional~~by ~~1,000,000~~a ~~shares~~significant ofshareholder ~~common stock~~ of the Company ~~(the~~that matures ~~“JSC~~on ~~Warrant”)~~July 13, 2024.

~~The~~NOTE ~~JSC~~7 ~~Note~~– CONVERTIBLE bears interest at a rate of 10% per annum and is due and payable no later than February 9, 2024. Although the Company has the right to prepay the JSC Note without penalty, the annual interest is due if the JSC Note is paid in full by the Company prior to maturity. Upon default of the Note, the interest increases to 15%.NOTES

~~The~~As ~~JSC Note is convertible at a fixed conversion price~~ of ~~$0.01~~March ~~(the “JSC Conversion Price”)~~31, ~~subject~~2024 toand ~~standard~~December ~~adjustments.~~31, If2023, the ~~Company~~outstanding principal ~~issues~~balance ~~securities~~of ~~for~~convertible ~~less~~notes ~~than the~~was ~~JSC~~$407,500 ~~Conversion~~and ~~Price~~$425,000 ~~the JSC Conversion Price shall be reduced to such an amount~~respectively.

~~The~~On ~~JSC~~April ~~Warrant~~11, ~~provides for~~2022, the ~~purchase~~Company ofentered upinto toa 1securities purchase agreement,~~000,000~~ ~~shares~~dated as of ~~the~~April ~~Company’s~~6, ~~common~~2022, ~~stock~~ (the “~~JSC~~Talos ~~Warrant~~Purchase ~~Shares~~Agreement”) atwith anTalos ~~exercise~~Victory ~~price~~Fund, LLC, a Delaware limited ofliability ~~$0.10~~company ~~per~~(“Talos”), ~~share.~~pursuant ~~The~~to ~~JSC~~which ~~Warrant~~the isCompany ~~exercisable~~issued onto Talos a promissory note in the ~~earlier~~principal amount of ~~180~~$165,000 (the ~~days~~“Talos ~~from~~Note”). ~~the~~The ~~date~~Company itreceived ~~was~~$148,500 ~~issued~~gross orproceeds ~~when~~from aTalos ~~registration~~due ~~statement covering~~to the ~~JSC~~original ~~Warrant~~issue ~~Shares~~discount ison ~~declared~~the ~~effective~~Talos Note. ~~The~~In ~~JSC~~connection ~~Warrant~~with ~~may~~the beexecution ~~exercised~~and ondelivery aof ~~cashless~~the ~~basis~~Talos ~~unless~~Purchase aAgreement ~~registration~~and ~~statement covering~~the issuance of the ~~JSC~~Talos ~~Warrant~~Note, ~~Shares~~the ~~has~~Company ~~been~~issued to ~~declared~~Talos ~~effective~~500,000 atcommitment ~~the~~shares ~~time~~and ofa ~~exercise.~~warrant ~~The~~to ~~number~~purchase an additional 1,650,000 shares of ~~the~~common ~~JSC~~stock ~~Warrant~~of ~~Shares~~the isCompany ~~subject~~at toan exercise ~~customary~~price ~~adjustments~~of $0.10.

On ~~June~~April 613, ~~2023~~2022, ~~but~~the ~~effective~~Company onentered ~~June~~into ~~12,~~a ~~2023,~~securities ~~the~~purchase ~~Company~~agreement, ~~entered~~dated ~~into~~as aof ~~Securities~~April ~~Purchase~~11, ~~Agreement~~2022, (the “~~Firstfire~~Blue Lake Purchase Agreement”) with ~~Firstfire~~Blue ~~Global~~Lake ~~Opportunity Fund~~Partners, LLC, a Delaware limited liability company (“~~Firstfire~~Blue Lake”), pursuant to which the Company issued to ~~Firstfire~~Blue Lake a promissory note in the principal amount of $~~110~~165,000~~.00~~ (the “~~Firstfire~~Blue Lake Note”). The Company received $~~100~~148,~~000~~ 500 gross proceeds from ~~Firstfire~~ Blue Lake due to the original issue discount on the Blue Lake Note. In connection with the execution and delivery of the ~~Firstfire~~Blue Lake Purchase Agreement and the issuance of the ~~Firstfire~~Blue Lake Note, the Company issued to ~~Firstfire~~Blue Lake 500,000 commitment shares ~~(the “Firstfire Commitment Shares”)~~ and a warrant ~~(the “Firstfire Warrant”; and together with the Firstfire Purchase Agreement and the Firstfire Note, the “Firstfire Transaction Documents”)~~ to purchase an additional 1,~~000~~650,000 shares of common stock of the Company at an exercise price of $0.10.

~~The~~On ~~Firstfire~~May ~~Note~~13, ~~bears~~2022, ~~interest~~the atCompany entered into a ~~rate~~securities purchase agreement, dated as of ~~10%~~ ~~per~~May ~~annum~~11, ~~and~~2022, is(the ~~due~~“Fourth ~~and~~Man ~~payable~~Purchase onAgreement”) ~~June~~with 5Fourth Man, ~~2024.~~LLC ~~Although~~(“Fourth Man”), pursuant to which the Company ~~has~~issued to Fourth Man a promissory note in the ~~right~~principal toamount ~~prepay~~of $150,000 (the ~~Firstfire~~“Fourth Man Note”). The ~~without~~Company ~~penalty~~received $135, ~~the~~000 ~~annual~~gross ~~interest~~proceeds isfrom Fourth Man due ifto the ~~Firstfire~~original issue discount on the Fourth Man Note. isIn ~~paid~~connection with inthe ~~full~~execution byand delivery of the ~~Company~~Fourth ~~prior~~Man toPurchase ~~maturity.~~Agreement ~~Upon~~and ~~default~~the issuance of the ~~Firstfire~~Fourth Man Note, the ~~interest~~Company ~~increases~~issued to ~~the~~Fourth Man, ~~lesser~~607,000 ofcommitment ~~18%~~shares ~~per~~and ~~annum~~a orwarrant ~~the~~to ~~maximum~~purchase ~~amount~~an ~~permitted~~additional by1,500,000 ~~law~~shares of common stock of the Company.

~~The~~Each ~~Firstfire~~of ~~Note is convertible at~~ the ~~option of~~notes ~~Firstfire,~~bear interest at ~~any~~12% ~~time~~and athas a fixed price conversion ~~price~~to ofcommon stock at $0.01025 ~~(the~~per ~~“Firstfire Conversion Price”), subject to standard adjustments~~share. ~~If the Company issues securities for less than the Firstfire Conversion Price, the Firstfire Conversion Price shall be reduced to such an amount.~~

The Firstfire Warrant issued to Firstfire provides for the purchase of up to 1,000,000 shares of the Company’s common stock (the “Firstfire Warrant Shares”) at an exercise price of $0.10 per share. The Firstfire Warrant is exercisable commencing on the date of issuance and ending on the fiveF-~~year anniversary of the date of issuance. The Firstfire Warrant may be exercised on a cashless basis, and the number of Firstfire Warrant Shares is subject to customary adjustments.~~11

~~The~~Using ~~Company’s sales of shares of common stock to Firstfire under~~ the ~~Firstfire~~Black ~~Transaction~~Scholes ~~Documents~~model, ~~are limited to no more than~~ the ~~number~~Company ofrecording ~~shares~~a ~~that~~financing ~~would~~expense ~~result~~of ~~in the beneficial ownership Firstfire and its affiliates~~$97,453 atfor ~~any~~the ~~single~~total ~~point in time,~~ of ~~more than~~ 4~~.99%~~,800,000 ~~of the~~warrants ~~then~~issued ~~outstanding~~on ~~shares of~~ the ~~Common~~Talos ~~Stock.~~Note, ~~The~~Blue ~~Company~~Lake ~~and~~Note ~~Firstfire made certain representations~~ and ~~warranties~~the toFourth ~~each~~Man ~~other that are customary for transactions similar to this one, subject to specified exceptions and qualifications~~Note.

OnDuring ~~June~~the ~~16,~~three ~~2023~~months ended September 30, 2022, the Company ~~paid~~granted ~~off~~an ~~its~~underwriter ~~$70~~162,000 warrants exercisable for five ~~Diagonal~~years ~~Note~~at ~~along~~an ~~with~~exercise price of $200.11,~~067~~ inand ~~accrued~~56,250 warrants ~~interest~~exercisable ~~and~~for ~~fees~~five years at $0.12 per share. Using the Black Scholes model, the Company recording a financing expense of $3,214 for these warrants.

OnAs ~~June~~a ~~21,~~result ~~2023,~~of the ~~Company~~above ~~entered into an amendment (the “Amendment”) to the JSC Warrant with JSC~~transactions, ~~pursuant to which~~ the ~~parties provided that any stock issuances to~~Company ~~MacRab~~has ~~LLC,~~recorded ~~officers~~$100,167 ~~directors,~~in ~~vendors,~~total ~~and~~financing ~~suppliers~~fees ~~of the Company~~ in ~~satisfaction~~2022 ofon ~~amounts~~these ~~owed~~warrants toissued ~~such parties, would not result in an adjustment~~ to the ~~exercise~~noteholders ~~price.~~and ~~In consideration for~~ the ~~Amendment, the Company issued 3,000,000 shares of Common Stock to JSC~~underwriter.

17As of June 30, 2022 the Talos Note, Blue Lake Note and the Fourth Man Note had converted their convertible notes to equity and no balance or accrued interest was due to these lenders.

~~NOTE~~On 8July –26, 2022 the Company entered into a $70,000 convertible note agreement at 9% interest with a maturity date of ~~STOCKHOLDERS~~July ~~EQUITY~~26, 2023 with 1800 Diagonal Lending LLC (“Diagonal”). Under the terms of the note agreement Diagonal had the right to convert its note at a discount of 35% to the Company’s lowest trading price in the 10 days prior to conversion.

~~Common~~On ~~Stock~~January 23, 2023 the Company paid off this $70,000 convertible note along with accrued interest of $3,863 and a $20,000 prepayment penalty for a total payment of $93,863. On February 13, 2023 the Company entered into a new $70,000 note with a 180 maturity on the same terms as the previous $70,000 note.

~~The~~On ~~Company~~May ~~has~~24, ~~authorized~~2022, ~~650~~the Company,~~000,000~~ entered into a Securities ~~shares~~Purchase ofAgreement ~~common~~(the ~~stock.~~“JSC OnPurchase ~~September~~Agreement”) ~~30,~~with ~~2023~~Jefferson ~~and~~Street ~~December~~Capital 31LLC, ~~2022~~a New Jersey limited liability company (“JSC”), ~~there~~pursuant ~~were~~to ~~302~~which the Company issued to JSC a promissory note in the principal amount of $110,~~747,608~~000.00 (the “JSC ~~and~~Note”). ~~189~~The Company received $100,~~216,582~~000.00 gross proceeds from JSC due to the original issue discount on the Note. In connection with ~~shares~~the execution and delivery of ~~common~~the ~~stock~~Purchase ~~issued~~Agreement and ~~outstanding~~the issuance of the Note, ~~respectively~~the Company issued to JSC 500,000 ~~with~~commitment shares (the “JSC Commitment Shares”) and a ~~$0.001 par~~warrant ~~value~~to ~~per~~purchase ~~share~~an additional 1,000,000 shares of common stock of the Company (the “JSC Warrant”).

~~During~~The ~~the~~JSC ~~three~~Note ~~months~~bears ~~ended~~interest ~~September~~at 30a rate of 10% per annum and is due and payable no later than February 9, ~~2023~~2024. Although the Company has the right to prepay the JSC Note without penalty, the annual interest is due if the ~~Company~~JSC ~~issued~~Note is paid in full by the ~~following~~Company ~~shares~~prior to maturity. Upon default of ~~common~~the ~~stock:~~Note, the interest increases to 15%.

·The ~~30,000,000~~JSC ~~shares~~Note ~~were~~is ~~issued~~convertible ~~for~~at ~~related~~a ~~party~~fixed ~~services~~conversion price ~~which~~of ~~were valued at~~ $~~1,215,000~~0.01 ·(the ~~1,000,000~~“JSC ~~shares~~Conversion ~~were issued for services which were valued at $34~~Price”),~~000~~ ·subject ~~16,880,768~~to ~~shares~~standard ~~were~~adjustments. ~~issued~~If ~~upon~~ the ~~exercise~~Company ofissues ~~warrants~~securities ~~which~~for ~~were~~less ~~valued~~than the atJSC ~~$581,219~~Conversion ~~· 4~~Price,~~000,000~~ ~~shares~~the ~~valued~~JSC atConversion ~~$131,000~~Price ~~were~~shall ~~issued~~be asreduced ~~a commitment fee~~ to ~~obtain~~such ~~financing~~an ~~· 890,914 common shares were sold pursuant to the Company’s credit line for gross proceeds of $15,072~~amount.

~~During~~The JSC Warrant provides for the ~~three~~purchase ~~months~~of ~~ended~~up ~~June~~to 301, ~~2023~~000,000 shares of the Company’s common stock (the “JSC Warrant Shares”) at an exercise price of $0.10 per share. The JSC Warrant is exercisable on the earlier of 180 days from the date it was issued or when a registration statement covering the ~~following~~JSC ~~shares~~Warrant Shares is declared effective. The JSC Warrant may be exercised on a cashless basis unless a registration statement covering the JSC Warrant Shares has been declared effective at the time of ~~common~~exercise. ~~stock:~~The number of the JSC Warrant Shares is subject to customary adjustments.

·On 26June 6,~~000~~ 2023,~~000~~ ~~shares~~but ~~were~~effective ~~issued~~on ~~for~~June ~~related~~12, ~~party~~2023, ~~services~~the Company, ~~which~~entered ~~were~~into ~~valued~~a atSecurities ~~$980,300~~Purchase ·Agreement 1(the “Firstfire Purchase Agreement”) with Firstfire Global Opportunity Fund,~~750~~ LLC,~~000~~ ~~shares~~a ~~were~~Delaware ~~issued~~limited ~~for~~liability ~~services~~company (“Firstfire”), pursuant to which ~~were~~the ~~valued~~Company atissued to Firstfire a promissory note in the principal amount of $66110,~~500~~000.00 ·(the 6“Firstfire Note”). The Company received $100,~~503,~~000 ~~shares~~gross ~~were~~proceeds ~~issued~~from ~~upon~~Firstfire due to the ~~conversion~~original ofissue ~~convertible~~discount ~~notes~~on the Note. In connection with the execution and ~~accrued~~delivery ~~interest.~~of ~~These~~the ~~shares~~Firstfire ~~were~~Purchase ~~valued~~Agreement atand the ~~$234,400.~~issuance ·of 4the Firstfire Note,~~000,000~~ ~~shares~~the ~~valued~~Company atissued ~~$147~~to Firstfire 500,000 ~~were~~commitment ~~issued~~shares as(the a“Firstfire ~~commitment~~Commitment ~~fee~~Shares”) and toa ~~obtain~~warrant ~~financing~~(the ·“Firstfire ~~1,501,502~~Warrant”; ~~common~~and ~~shares~~together ~~were~~with ~~sold~~the ~~pursuant~~Firstfire toPurchase Agreement and the ~~Company’s~~Firstfire ~~credit~~Note, ~~line~~the ~~for~~“Firstfire Transaction ~~gross~~Documents”) ~~proceeds~~to ofpurchase ~~$50~~an additional 1,000,000 shares of common stock of the Company.

~~During the three months ended March 31, 2023, the Company issued the following shares of common stock:~~F-12

·The ~~6,000,000~~Firstfire ~~shares~~Note ~~for~~bears ~~services~~interest ~~valued~~ at ~~$206,700~~a ·rate ~~6,000,000~~of ~~shares~~10% per ~~for~~annum ~~financing~~and ~~commitments~~is ~~valued~~due atand ~~$198,000~~payable ·on 8June 5,~~552,000~~ ~~shares~~2024. ~~upon~~Although the ~~conversion~~Company ofhas ~~convertible~~the ~~notes~~right ~~and~~to ~~accrued~~prepay ~~interest~~the ~~valued~~Firstfire atNote ~~$381~~without penalty,~~860~~ ·the annual ~~451,952~~interest ~~shares~~is todue ~~pay~~if ~~off~~the anFirstfire ~~accounts~~Note ~~payable~~is ~~balance~~paid in full by the Company prior to maturity. Upon default of ~~$15~~the Firstfire Note,~~050~~ the interest increases to the lesser of 18% per annum or the maximum amount permitted by law.

~~During~~The ~~the~~Firstfire ~~year~~Note ~~ended~~is ~~December~~convertible 31at the option of Firstfire, ~~2022~~at any time at a fixed conversion price of $0.01 (the “Firstfire Conversion Price”), subject to standard adjustments. If the Company ~~issued~~ issues securities for less than the ~~following~~Firstfire ~~shares~~Conversion ofPrice, ~~stock:~~the Firstfire Conversion Price shall be reduced to such an amount.

·The ~~3,000,000~~Firstfire ~~shares~~Warrant ~~upon~~issued ~~the~~to ~~conversion~~Firstfire ofprovides for ~~Series~~the Cpurchase ~~Stock~~of ·up to 1,~~607~~000,000 shares ~~for~~of ~~financing~~the ~~commitments~~Company’s ~~valued~~common stock (the “Firstfire Warrant Shares”) at an exercise price of $~~97,453~~0.10 ·per ~~3,696,000~~share. ~~shares~~The ~~upon~~Firstfire Warrant is exercisable commencing on the ~~conversion~~date of ~~convertible~~issuance ~~notes~~and ~~valued~~ending aton ~~$58~~the five-year anniversary of the date of issuance. The Firstfire Warrant may be exercised on a cashless basis,~~027~~ and the number of Firstfire Warrant Shares is subject to customary adjustments.

18The Company’s sales of shares of common stock to Firstfire under the Firstfire Transaction Documents are limited to no more than the number of shares that would result in the beneficial ownership Firstfire and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of the Common Stock. The Company and Firstfire made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications.

~~Preferred~~On ~~Stock~~June 16, 2023 the Company paid off its $70,000 Diagonal Note along with $20,067 in accrued interest and fees.

On ~~December~~June 1921, ~~2019~~2023, the Company ~~filed~~entered ainto an amendment ~~Certificate~~(the of“Amendment”) ~~Designation~~to the JSC Warrant with JSC, pursuant to which the ~~State~~parties ofprovided ~~Florida~~that any stock issuances to ~~designate 1~~MacRab LLC,~~500,000~~ ~~shares~~officers, directors, vendors, and suppliers of the Company’s ~~authorized~~in ~~preferred~~satisfaction ~~stock~~of asamounts ~~Series~~owed Ato ~~Preferred~~such ~~Stock~~parties, ~~(“Series~~would Anot ~~Stock”),~~result ~~5,000,000~~in an adjustment ~~shares~~to asthe ~~Series~~exercise Bprice. ~~Preferred~~In ~~Stock~~consideration ~~(“Series~~for Bthe ~~Stock”)~~Amendment, ~~and~~the 1Company issued 3,000,000 shares asof ~~Series~~Common ~~C Preferred~~ Stock ~~(“Series~~to ~~C Stock”)~~JSC.

ANOTE ~~summary~~8 of– STOCKHOLDERS ~~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:~~EQUITY

~~Series~~Common A Stock

The ~~Series~~Company Ahas ~~Stock~~authorized is650,000,000 ~~not~~shares ~~convertible. Each share~~ of ~~Series A Stock shall entitle the holder to three hundred votes for each share of Series A Stock~~common stock. ~~Any~~On ~~amendment~~March to31, ~~the~~2024 ~~Certificate~~and ~~of Designation~~December ~~requires~~31, ~~the~~2023, ~~consent~~there ofwere ~~the~~372,920,331 ~~holders~~and of336,763,187 ~~at least two-thirds of the~~ shares of ~~Series~~common Astock ~~Stock~~issued ~~then~~and outstanding~~. The holders of~~, ~~Series~~respectively, Awith ~~Stock~~a ~~are~~$0.001 ~~not~~par ~~entitled~~value toper ~~dividends until and unless determined by the Board of Directors of the Company~~share.

~~Liquidation~~During ~~Preference~~the three months ended March 31, 2024, the Company issued the following shares of common stock:

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.

	·	16,888,888 shares were issued upon the conversion of convertible notes into common stock. These shares were valued at $19,000

	·	19,268,256 shares were issued on the Company’s equity line of credit. These shares were valued at $32,415

~~There~~During ~~were~~the ~~no shares~~three ofmonths ~~Series~~ended ADecember ~~Stock~~31, ~~outstanding~~2023, asthe Company ofissued ~~September~~the ~~30,~~following ~~2023~~shares ~~and~~of ~~December~~common ~~31, 2022~~stock:

~~Series~~· B22,000,000 ~~Stock~~shares were issued for related party services which were valued at $286,000 · 411,034 shares were issued for services which were valued at $5,343 · 6,954,545 shares were issued as commitment fees with the exercise of warrants which were valued at $79,977 · 3,800,000 shares valued at $52,700 were issued upon the conversion of convertible notes and accrued interest · 850,000 shares valued at $17,000 were issued upon the conversion of accounts payable

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 for the shares. The Board has the authorization to establish a minimum price for the conversion price of 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 Series B Stock shall not be entitled to voting rights except as otherwise provided by applicable law. The holders of Series B Stock are not entitled to dividends until and unless determined by the Board.F-13

~~Liquidation~~During ~~Preference~~the three months ended September 30, 2023, the Company issued the following shares of common stock:

~~The~~· ~~holders~~30,000,000 ofshares ~~Series~~were Bissued ~~Stock~~for ~~shall~~related ~~not~~party beservices ~~entitled to~~which ~~any~~were ~~distributions~~valued at $1,215,000 · 1,000,000 shares were issued for services which were valued at $34,000 · 16,880,768 shares were issued upon athe ~~liquidation~~exercise of warrants which were valued at $581,219 · 4,000,000 shares valued at $131,000 were issued as a commitment fee to obtain financing · 890,914 common shares were sold pursuant to the Company.’s credit line for gross proceeds of $15,072

~~Restrictions~~During the three months ended June 30, 2023, the Company issued the following shares of ~~Transferability~~common stock:

~~The~~· 26,000,000 shares ofwere ~~the~~issued ~~Series~~for Brelated ~~Stock~~party ~~shall~~services ~~not~~which were valued at $980,300 ~~directly~~· 1, or750,000 ~~indirectly~~shares were issued for services which were valued at $66,500 be· ~~sold~~6,503,000 ~~hypothecated~~shares were issued upon the conversion of convertible notes and accrued interest. These shares were valued at $234,400. ~~transferred~~· 4,000,000 ~~assigned~~shares valued at $147,000 orwere ~~disposed~~issued ofas ina ~~any~~commitment ~~manner~~fee ~~without~~to ~~the~~obtain ~~prior~~financing ~~written~~· ~~consent~~1,501,502 ofcommon shares were sold pursuant to the ~~Board and~~Company’s ~~applicable~~credit ~~securities~~line ~~laws.~~for gross proceeds of $50,000

~~There~~During ~~were~~the ~~no shares~~three ofmonths ~~Series~~ended BMarch ~~Stock~~31, ~~outstanding~~2023, asthe Company ofissued ~~September~~the ~~30,~~following ~~2023,~~shares orof ~~December~~common ~~31, 2022.~~stock:

19· 6,000,000 shares for services valued at $206,700 · 6,000,000 shares for financing commitments valued at $198,000 · 8,552,000 shares upon the conversion of convertible notes and accrued interest valued at $381,860 · 451,952 shares to pay off an accounts payable balance of $15,050

~~Series~~During Cthe ~~Stock~~year ended December 31, 2022, the Company issued the following shares of stock:

~~The~~· ~~Series~~3,000,000 ~~C Stock is convertible at any time by the holder into the number of~~ shares ofupon ~~common stock of~~ the ~~Company~~conversion ~~on the basis~~ of ~~three~~Series ~~times~~C ~~the~~Stock ~~price~~· ~~paid~~1,607,000 ~~for the~~ shares ~~divided by~~for ~~the~~financing ~~floor~~commitments ~~price~~valued ofat $~~0.10~~97,453 ~~established~~· by3,696,000 ~~the~~shares ~~Board~~upon ~~of Directors. The holders of~~ the ~~Series~~conversion ~~C Stock shall not be entitled to voting rights except as otherwise provided for by applicable law. The holders~~ of ~~Series~~convertible Cnotes ~~Stock~~valued ~~are~~at ~~not entitled to dividends until and unless determined by the Board.~~$58,027

~~Liquidation Preference~~F-14

~~Upon~~Preferred ~~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~~On December 19, 2019, the Company filed a Certificate of ~~Transferability~~Designation with the State of Florida to designate 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”).

~~The~~A ~~Series~~summary Cof ~~Stock~~the ~~shall~~material ~~not,~~provisions ~~directly,~~of orthe ~~indirectly,~~Certificate beof ~~sold,~~Designation ~~hypothecated,~~governing ~~transferred,~~the ~~assigned,~~Series orA ~~disposed~~Stock, ofthe inSeries ~~any~~B ~~manner~~Stock ~~without~~and the ~~prior~~Series ~~written~~C ~~consent~~Stock ofis ~~the~~as ~~Board and applicable securities laws.~~follows:

~~As of September 30, 2023, and December 31, 2022 there were 165,080 and 145,080 shares of~~ Series CA Stock ~~outstanding, respectively, which were purchased at a price of $1.00 per share.~~

OnThe ~~July~~Series ~~11,~~A ~~2023~~Stock ~~(the~~is ~~“Issue~~not ~~Date”), the~~convertible. ~~Company,~~Each ~~entered~~share of ~~into~~Series aA ~~Securities~~Stock ~~Purchase~~shall ~~Agreement~~entitle (the ~~“GSC~~holder ~~Purchase Agreement”) with GS Capital Partners, LLC, (“GSC”), pursuant~~ to ~~which~~three ~~the~~hundred ~~Company~~votes ~~issued~~for toeach ~~GSC~~share ~~a 10% promissory note in the principal amount~~ of ~~$115,000.00~~Series ~~(the~~A ~~“GSC Note”)~~Stock. ~~The~~ ~~Company~~Any ~~received~~amendment ~~$105,000.00 gross proceeds from GSC due~~ to the ~~original~~Certificate ~~issue~~of Designation ~~discount~~requires on the ~~GSC~~consent ~~Note~~ of ~~$10,000. In connection with~~ the ~~execution~~holders ~~and delivery~~ of ~~the~~at ~~GSC~~least ~~Purchase~~two-thirds ~~Agreement and the issuance~~ of the ~~GSC Note, the Company issued to GSC 500,000 commitment~~ shares ~~(the “GSC Commitment Shares”) and a warrant to purchase an additional 862,500 shares~~ of ~~common~~Series ~~stock~~A ofStock ~~the~~then ~~Company (the “GSC Warrant”) at an exercise price of $0~~outstanding.10 ~~per~~The ~~share~~holders ~~(the “GSC Exercise Price”). In addition to the Commitment~~of ~~Shares,~~Series ~~the~~A ~~Company~~Stock ~~issued~~are ~~1,500,000~~not ~~returnable~~entitled ~~shares~~ to ~~GSC~~dividends ~~(the~~until ~~“Returnable Shares”), which are held in book-entry~~ and ~~returnable~~ tounless ~~the~~determined ~~Company~~ by ~~GSC unless there is an uncured default during~~ the ~~12-month~~Board ~~term~~of Directors of the ~~GSC Note~~Company.

~~The~~Liquidation GSC Note bears interest at a rate of 10% per annum, at a fixed conversion price of $0.01 (the “GSC Conversion Price”) and is due and payable no later than July 11, 2024. Interest on the GSC Note is payable in shares of the Company’s common stock (the “Common Stock”) commencing on the Issue Date. The Note may be prepaid at an amount equal to 110% of the principal plus accrued interest within 180 days.Preference

~~The~~No ~~GSC~~distribution ~~Note~~shall ~~can~~ be ~~accelerated~~made ~~upon the occurrence of an event of default, which shall occur, among other events, (i) if the Company defaults in the payment of principal or interest on the GSC Note or any other note issued~~ to ~~GSC~~holders ~~by the Company, (ii) if a majority~~ of ~~the members of the board of directors of the Company~~shares ~~on the Issue Date are no longer serving as members~~ of ~~the~~capital ~~board,~~stock ~~(iii)~~ranking ~~the~~junior ~~Company~~to ~~is not current in its filings with~~ the ~~Securities~~Series ~~and Exchange~~A ~~Commission,~~Preferred ~~(iv) if the Common~~ Stock ~~are~~upon ~~delisted from an exchange (including the OTC Market exchange)~~liquidation, ordissolution ~~if the Common Stock trades on an exchange, and trading in the Common Stock is suspended for more than 10 consecutive days,~~ or ~~(v)~~winding-up ~~the Company ceases to file its reports under the Securities Act~~ of ~~1933, as amended (~~the ~~“Act”)~~Company. ~~Upon~~The ~~an event of default, interest on the GSC Note~~Series ~~shall~~A ~~accrue~~Stock atranks apari ~~default~~passu ~~interest~~with ~~rate of 24% per annum, and~~ the ~~GSC~~Series ~~Conversion~~C ~~Price shall decrease from $~~Stock.~~01 per share to $0.005 per share.~~

20There were no shares of Series A Stock outstanding as of March 31, 2024 and December 31, 2023

~~The~~Series ~~parties~~B agree that while any principal amount, interest or fees, or expenses are still outstanding under the GSC Note, the Company will not enter into any public or private offering of its securities in which the Company receives cash proceeds in the aggregate of more than $450,000 with another investor or investor that establishes rights or benefiting such other investor or investors in any manner more favorable in any material respect than the rights and benefits established in favor of GSC.Stock

The ~~GSC~~Series ~~Warrant~~B ~~provides for~~Stock ~~the~~is ~~purchase~~convertible ofat upany totime ~~862,500~~by the holder into the number of shares of ~~the~~common ~~Common~~stock ~~Stock~~of (the ~~“GSC~~Company ~~Warrant~~based ~~Shares”)~~on attwo times the ~~GSC~~price ~~Exercise~~paid ~~Price~~by ~~and~~the isholder ~~exercisable at~~for ~~any~~the ~~time~~shares. onThe orBoard has ~~after~~ the ~~Issue~~authorization ~~Date~~to ~~and~~establish ~~terminating~~a onminimum price for the ~~five-year~~conversion ~~anniversary~~price of the ~~Issue~~Series ~~Date.~~B ~~The~~Stock ~~GSC~~(so ~~Warrant~~that ~~may~~if bethe ~~exercised, in~~market ~~whole~~price orof ~~part,~~the common onstock aof ~~cashless~~the ~~basis~~Company ~~unless~~drops abelow ~~registration~~the ~~statement~~issuance ~~covering~~price, the ~~GSC~~conversion ~~Warrant~~rate ~~Shares~~will isthen ~~effective~~be atbased on the ~~time~~minimum ofprice ~~exercise,~~established by ~~entitling~~the ~~GSC~~Board toand ~~receive~~not the ~~number~~price ofpaid for the shares). ~~calculated~~The ~~based~~holders onof ~~the~~Series ~~closing~~B ~~price~~Stock ofshall ~~the~~not ~~Common~~be ~~Stock~~entitled ~~immediately~~to ~~preceding~~voting ~~the~~rights ~~date on~~except ~~which~~as ~~GSC~~otherwise provided ~~elects~~by toapplicable alaw. ~~cashless~~The ~~exercise~~holders of ~~the~~Series ~~GSC~~B ~~Warrant~~Stock atare ~~the~~not ~~GSC~~entitled ~~Exercise~~to ~~Price,~~dividends asuntil ~~adjusted~~and unless determined by the Board.

~~The~~Liquidation Company’s sales of shares of Common Stock to GSC under the GSC Purchase Agreement is limited to no more than the number of shares that would result in the beneficial ownership by the Buyer and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of the Common Stock.Preference

The ~~Company~~holders ~~and~~of ~~GSC~~Series ~~made~~B ~~certain~~Stock ~~representations and~~shall ~~warranties~~not tobe ~~each other that are customary for transactions similar~~ entitled to ~~this~~any ~~one,~~distributions ~~subject~~upon toa ~~specified~~liquidation ~~exceptions~~of ~~and~~the ~~qualifications~~Company.

OnRestrictions August 22, 2023 (the “Coventry Issue Date”), the Company entered into a Securities Purchase Agreement (the “Coventry Purchase Agreement”) with Coventry Enterprises, LLC, (“Coventry”), pursuant to which the Company issued to Coventry a 10% promissory note in the principal amount of $115,000.00 (the “Coventry Note”). The Company received $105,000.00 gross proceeds from Coventry due to the original issue discount of $10,000. In connection with the execution and delivery of the Coventry Purchase Agreement and the issuance of the Coventry Note, the Company issued to Coventry 500,000 commitment shares (the “Coventry Commitment Shares”) and a warrant to purchase an additional 862,500 shares of Common Stock (the “Coventry Warrant”) at an exercise price of $0.10 per share (the “Exercise Price”). In addition to the Coventry Commitment Shares, the Company issued 1,500,000 returnable shares to Coventry, which are held in book-entry and returnable to the Company by Coventry unless there is an uncured default during the 12-month term of the Coventry Note.Transferability

The ~~Coventry~~shares ~~Note bears interest at a rate~~ of ~~10%~~ ~~per annum, at a fixed conversion price of $0.01 (~~the ~~“Conversion~~Series ~~Price”)~~B ~~and~~Stock isshall ~~due~~not, ~~and payable no later than August 22~~directly, ~~2024.~~or ~~Interest~~indirectly, onbe ~~the~~sold, ~~Coventry~~hypothecated, ~~Note~~transferred, isassigned, ~~payable~~or indisposed ~~shares~~ of ~~Common~~in ~~Stock~~any ~~commencing~~manner onwithout the ~~Coventry~~prior ~~Issue~~written ~~Date.~~consent ~~The~~of ~~Coventry~~the ~~Note and~~Board ~~all~~and ~~accrued~~applicable ~~interest~~securities ~~on the Coventry Note may be prepaid in whole or in part without premium or penalty of any type~~laws.

~~The~~There ~~Coventry~~were ~~Note~~no ~~can~~shares ~~be accelerated upon the occurrence~~ of anSeries ~~event~~B ofStock ~~default, which shall occur, among other events, (i) if the Company defaults in the payment of principal or interest~~outstanding ~~on the Coventry Note or any other note issued to Coventry by the Company, (ii) if a majority of the members of the board of directors of the Company on the Coventry Issue Date are no longer serving~~ as ~~members~~ of ~~the~~March ~~board~~31, ~~(iii) the Company is not current in its filings with the Securities and Exchange Commission~~2024, ~~(iv) if the Common Stock are delisted from an exchange (including the OTC Market exchange),~~ or ifDecember ~~the Common Stock trades on an exchange~~31, ~~and trading in the Common Stock is suspended for more than 10 consecutive days, or (v) the Company ceases to file its reports under the Act~~2023. ~~Upon an event of default, interest on the Coventry Note shall accrue at a default interest rate of 24% per annum, and the Conversion Price shall decrease from $.01 per share to $0.005 per share.~~

The Warrant provides for the purchase of up to 862,500 shares of Common Stock (the “Warrant Shares”) at the Exercise Price and is exercisable at any time on or after the Coventry Issue Date and terminating on the fiveF-year anniversary of the Coventry Issue Date. The Warrant may be exercised, in whole or part, on a cashless basis unless a registration statement covering the Warrant Shares is effective at the time of exercise, entitling Coventry to receive the number of shares calculated based on the closing price of the Common Stock immediately preceding the date on which Coventry elects to a cashless exercise of the Warrant at the Exercise Price, as adjusted.15

~~The~~Series ~~Company’s~~C ~~sales of shares of Common~~ Stock to Coventry under the Purchase Agreement is limited to no more than the number of shares that would result in the beneficial ownership by Coventry and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of Common Stock.

The Series C Stock is convertible at any time by the holder into the number of shares of common stock of the Company ~~and~~on the ~~Buyer~~basis ~~made~~of ~~certain~~three ~~representations~~times the price paid for the shares divided by the ~~and~~floor ~~warranties~~price of $0.10 established by the Board of Directors. The holders of the Series C Stock shall not be entitled to ~~each~~voting ~~other~~rights ~~that~~except as ~~are~~otherwise ~~customary~~provided for ~~transactions~~by ~~similar~~applicable tolaw. ~~this~~The ~~one,~~holders ~~subject~~of Series C Stock are not entitled to ~~specified~~dividends ~~exceptions~~until and ~~qualifications~~unless determined by the Board.

21Liquidation Preference

Upon any liquidation of the Company, the holders of Series C Stock ~~Purchase~~shall ~~Warrants~~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.

~~Stock~~Restrictions ~~purchase~~of warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.Transferability

The ~~following~~Series ~~table~~C ~~reflects~~Stock ~~all~~shall ~~outstanding~~not, ~~and exercisable~~directly, ~~warrants~~or onindirectly, be ~~September~~sold, 30hypothecated, ~~2023~~transferred, ~~and December 31~~assigned, ~~2022.~~or ~~All~~disposed ~~warrants~~of ~~are~~in ~~exercisable~~any ~~for~~manner awithout ~~period~~the ofprior ~~three~~written toconsent ~~five~~of ~~years from~~ the ~~date~~Board ofand ~~issuance:~~applicable securities laws.

Schedule of warrant activity

Number of Warrants Outstanding

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life (Yrs.)

December 31, 2021

–

Warrants issued

5,018,000

0.10

–

Warrants exercised

–

Warrants forfeited

–

Balance December 31, 2022

5,018,000

0.10055

Warrants issued

20,664,690

.0088

–

Warrants exercised

(16,880,768

)

.0001

–

Warrants forfeited

–

Balance September 30, 2023

8,801,922

0.408

4.75

As of March 31, 2024 and December 31, 2023 there were 175,080 and 175,080 shares of Series C Stock outstanding, respectively, which were purchased at a price of $1.00 per share.

AsOn July 11, 2023 (the “Issue Date”), the Company, entered into a Securities Purchase Agreement (the “GSC Purchase Agreement”) with GS Capital Partners, LLC, (“GSC”), pursuant to which the Company issued to GSC a 10% promissory note in the principal amount of ~~September~~$115,000.00 30(the “GSC Note”). The Company received $105,000.00 ~~2023~~gross proceeds from GSC due to the ~~outstanding~~original ~~stock~~issue discount on the GSC Note of $10,000. In connection ~~purchase~~with ~~warrants~~the ~~had~~execution and delivery of the GSC Purchase Agreement and the issuance of the GSC Note, the Company issued to GSC 500,000 commitment shares (the “GSC Commitment Shares”) and a warrant to purchase an ~~aggregate~~additional ~~intrinsic~~862,500 ~~value~~shares of common stock of the Company (the “GSC Warrant”) at an exercise price of $0.10 per share (the “GSC Exercise Price”). In addition to the Commitment Shares, the Company issued 1,500,000 returnable shares to GSC (the “Returnable Shares”), which are held in book-entry and returnable to the Company by GSC unless there is an uncured default during the 12-month term of the GSC Note.

The GSC Note bears interest at a rate of 10% per annum, at a fixed conversion price of $0.01 (the “GSC Conversion Price”) and is due and payable no later than July 11, 2024. Interest on the GSC Note is payable in shares of the Company’s common stock (the “Common Stock”) ~~Options~~commencing on the Issue Date. The Note may be prepaid at an amount equal to 110% of the principal plus accrued interest within 180 days.

AsThe GSC Note can be accelerated upon the occurrence of ~~September~~an 30event of default, ~~2023~~which shall occur, ~~there~~among ~~were~~other 16events,~~000,000~~ (i) if the Company defaults in the payment of principal or interest on ~~vested~~the ~~10-year~~GSC ~~stock~~Note ~~options~~or ~~outstanding.~~any ~~5,333,334~~other ~~options~~note ~~had~~issued ato ~~strike~~GSC ~~price~~by ofthe ~~$0.07~~Company, ~~5,333,333~~(ii) ~~had~~if a ~~strike~~majority ~~price~~of the members of ~~$0.25~~the ~~and~~board ~~5,333,333~~of directors of the Company ~~had~~on athe ~~strike~~Issue ~~price~~Date are no longer serving as members of ~~$0.50~~the board, (iii) the Company is not current in its filings with the Securities and Exchange aCommission, ~~remaining~~(iv) ~~life~~if ofthe ~~8.25~~Common ~~years.~~Stock ~~All~~are ~~options~~delisted ~~were~~from ~~immediately~~an ~~expensed~~exchange ~~during~~(including the ~~second~~OTC ~~quarter~~Market ofexchange), ~~2022~~or if the Common Stock trades on an exchange, and trading in the ~~Company~~Common ~~recorded~~Stock anis ~~expense~~suspended offor $1more than 10 consecutive days,~~239,823~~ ~~related~~or (v) the Company ceases to ~~these~~file its ~~options.~~reports ~~There~~under ~~have~~the Securities ~~been~~Act noof ~~stock~~1933, ~~option~~as ~~issuances~~amended ~~since~~(the ~~June~~“Act”). 30Upon an event of default, ~~2021.~~interest on the GSC Note Asshall accrue at a default interest rate of ~~September~~24% ~~30,~~per ~~2023~~annum, ~~these~~and ~~options~~the ~~had~~GSC noConversion ~~intrinsic~~Price ~~value~~shall decrease from $.01 per share to $0.005 per share.

22F-16

~~NOTE~~The 9parties ~~– LEASES~~agree that while any principal amount, interest or fees, or expenses are still outstanding under the GSC Note, the Company will not enter into any public or private offering of its securities in which the Company receives cash proceeds in the aggregate of more than $450,000 with another investor or investor that establishes rights or benefiting such other investor or investors in any manner more favorable in any material respect than the rights and benefits established in favor of GSC.

AsThe GSC Warrant provides for the purchase of ~~September~~up ~~30,~~to ~~2023~~862,500 shares of the ~~Company~~Common ~~had~~Stock ~~one~~(the ~~operating~~“GSC Warrant Shares”) at the GSC Exercise Price and is exercisable ~~restaurant~~at any time on or after the Issue Date and terminating on the five-year anniversary of the Issue Date. The ~~Company~~GSC ~~leases~~Warrant ~~these~~may ~~spaces~~be exercised, in whole or part, on a cashless basis unless a registration statement covering the GSC Warrant Shares is effective at the time of exercise, entitling GSC to receive the number of shares calculated based ~~upon~~on the ~~following~~closing ~~schedules:~~price of the Common Stock immediately preceding the date on which GSC elects to a cashless exercise of the GSC Warrant at the GSC Exercise Price, as adjusted.

	·	Kisses From Italy 9th LLC based in Fort Lauderdale, Florida leases approximately 990 square feet and has paid $3,273 per month since 2018, pending completion of the required renovations to the exterior and interior of the property necessitated due to hurricane damage that occurred to the location in 2018. The landlord has been very slow in making these changes. It was agreed upon that when work was completed, and approved by the City of Fort Lauderdale, the rent would be increased to the market rate at that time. Beginning on May 1, 2021, the rent increased to $5,857.50 per month and was renewed by the Company for an additional five-year term with standard annual escalator costs.
	·	Kisses From Italy Italia SRLS based in Bari, Italy, leases approximately 2,200 square feet of space for 1,400 euros per month under the terms of a nine-year lease which ends on May 5, 2024 and has an optional automatic renewal provision for nine years. The Company is in the process of negotiating new terms for the lease. Both parties have agreed no rent payments will be submitted, until new terms are agreed upon.

The Company’s sales of shares of Common Stock to GSC under the GSC Purchase Agreement is limited to no more than the number of shares that would result in the beneficial ownership by the Buyer and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of the Common Stock.

~~During~~The ~~the three months ended March 31, 2023, the~~ Company ~~adopted ASC 842,~~ and ~~based~~GSC onmade ~~the~~certain ~~present~~representations ~~value of the lease payments for the remaining average lease term of the Company’s~~and ~~existing~~warranties ~~leases~~to ~~noted~~each ~~above,~~other ~~the~~that ~~Company~~are ~~recognized~~customary ~~$562,030~~for intransactions ~~noncurrent~~similar ~~ROU~~to ~~assets,~~this ~~$88~~one,~~469~~ insubject ~~current~~to ~~lease~~specified ~~liabilities~~exceptions and ~~$473,561 in noncurrent lease liabilities from operating leases~~qualifications.

~~For~~On ~~the~~August ~~nine~~22, ~~months~~2023 ~~ended~~(the ~~September~~“Coventry 30Issue Date”), the ~~2023~~Company entered into a Securities Purchase Agreement (the “Coventry Purchase Agreement”) with Coventry Enterprises, ~~and~~LLC, ~~2022~~(“Coventry”), pursuant to which the Company ~~recorded~~issued ~~rent~~to ~~expenses~~Coventry ~~related~~a to10% ~~lease~~promissory ~~obligations~~note in the principal amount of $85115,~~877~~000.00 (the ~~and~~“Coventry Note”). The Company received $96105,~~675~~000.00 ~~respectively~~gross proceeds from Coventry due to the original issue discount of $10,000. ~~Rent~~In ~~expenses~~connection ~~related~~with the execution and delivery of the Coventry Purchase Agreement and the issuance of the Coventry Note, the Company issued to ~~lease~~Coventry 500,000 commitment shares (the “Coventry Commitment Shares”) and a warrant to purchase an additional 862,500 ~~obligations~~shares inof ~~operating~~Common ~~expenses~~Stock (the “Coventry Warrant”) at an exercise price of $0.10 per share (the “Exercise Price”). In addition to the Coventry Commitment Shares, the Company issued 1,500,000 returnable shares to Coventry, which are held in book-entry and returnable to the Company’s ~~statement~~by Coventry unless there is an uncured default during the 12-month term of ~~operations~~the Coventry Note.

~~NOTE~~The Coventry Note bears interest at a rate of 10% per –annum, at a fixed conversion price of $0.01 (the “Conversion Price”) and is due and payable no later than August 22, 2024. Interest on the Coventry Note is payable in shares of Common Stock commencing on the Coventry Issue Date. The Coventry Note and all accrued interest on the Coventry Note may be prepaid in whole or in part ~~SUBSEQUENT~~without ~~EVENTS~~premium or penalty of any type.

~~Effective~~The ~~October~~Coventry 10Note can be accelerated upon the occurrence of an event of default, ~~2023~~which shall occur, among other events, (i) if the ~~Board~~Company defaults in the payment of ~~Directors~~principal or interest on (the ~~“Board”~~Coventry Note or any other note issued to Coventry by the Company, (ii) if a majority of the members of the board of directors of the Company ~~appointed~~on ~~Scott~~the ~~Conant~~Coventry toIssue ~~serve~~Date asare ano ~~member~~longer serving as members of the ~~Board~~board, to(iii) ~~serve~~the ~~until~~Company ~~his~~is ~~successor~~not iscurrent ~~duly~~in its filings ~~appointed~~with ~~unless~~the heSecurities ~~resigns~~and Exchange Commission, is(iv) ~~removed~~if the Common Stock are delisted from ~~office,~~an exchange (including the OTC Market exchange), or if the Common Stock trades on an exchange, and trading in the Common Stock is ~~otherwise~~suspended ~~disqualified~~for ~~from~~more ~~serving~~than as10 consecutive days, or (v) the Company ceases to file its reports under the Act. Upon an event of default, interest on the Coventry Note shall accrue at a ~~director~~default interest rate of 24% per annum, and the ~~Company~~Conversion Price shall decrease from $.01 per share to $0.005 per share.

~~Subsequent~~The toWarrant ~~September~~provides ~~30,~~for the ~~2023~~purchase of up to 862,500 shares of Common Stock (the ~~Company~~“Warrant Shares”) at the Exercise Price and is exercisable at any ~~issued~~time ~~23,261,034~~on ~~common~~or ~~shares~~after ~~for~~the ~~services~~Coventry Issue Date and terminating on the five-year anniversary of ~~which~~the 22Coventry Issue Date. The Warrant may be exercised,~~000~~ in whole or part,~~000~~ on a cashless basis unless a registration statement covering the Warrant Shares is effective at the time of exercise, entitling Coventry to receive the number of shares ~~were~~calculated ~~issued~~based on the closing price of the Common Stock immediately preceding the date on which Coventry elects to ~~officers~~a ~~and~~cashless ~~directors~~exercise of the Warrant at the Exercise Price, as adjusted.

23F-17

~~ITEM~~The ~~2. MANAGEMENT~~Company’Ss ~~DISCUSSION~~sales of ~~AND~~shares ~~ANALYSIS~~of OFCommon ~~FINANCIAL~~Stock ~~CONDITION~~to ~~AND~~Coventry ~~RESULTS~~under OFthe ~~OPERATIONS~~Purchase Agreement is limited to no more than the number of shares that would result in the beneficial ownership by Coventry and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of Common Stock.

The ~~following~~Company ~~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~~Buyer ~~harbor”~~made ~~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~~representations ~~made by, or on our behalf, whether or not in future filings with the Securities~~ and ~~Exchange~~warranties ~~Commission. Forward-looking statements are statements not based on historical information and which relate~~ to ~~future~~each ~~operations, strategies, financial results, or~~ other ~~developments. Forward-looking statements are necessarily based upon estimates and assumptions~~ that are ~~inherently~~customary ~~subject~~for totransactions ~~significant~~similar ~~business, economic and competitive uncertainties, and contingencies, many of which are beyond our control and many of which, with respect~~ to ~~future~~this ~~business decisions~~one, ~~are~~ subject to ~~change.~~specified ~~These~~exceptions ~~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~~qualifications. ~~We disclaim any obligation to update forward-looking statements.~~

~~Overview~~Stock Options

~~Kisses~~As ~~From~~of ~~Italy~~March ~~Inc. (together~~31, ~~with~~2024, ~~its~~there ~~subsidiaries~~were 16,000,000 ~~hereinafter~~vested 10-year ~~referred~~stock tooptions asoutstanding. ~~“us~~5,”333,334 ~~“our~~options had a strike price of $0.07,” ~~“we~~5,”333,333 orhad ~~the~~a ~~“Company”)~~strike price of $0.25 and 5,333,333 ~~was~~had ~~incorporated~~a instrike price of $0.50 and a remaining life of 8.25 years. All options were immediately expensed during the ~~State~~second quarter of ~~Florida~~2022 and onthe ~~March~~Company 7,recorded ~~2013~~an expense of $1,239,823 ~~with~~related ato ~~focus~~these onoptions. ~~developing~~There ahave ~~fast~~been no stock option issuances since June 30, ~~casual~~2021. As ~~food~~of ~~dining~~March ~~chain~~31, ~~restaurant~~2024, ~~business~~these options had no intrinsic value.

~~The~~NOTE ~~Company~~9 ~~operates through its wholly-owned subsidiaries, Kisses From Italy 9th~~– ~~LLC,~~SUBSEQUENT ~~Kisses~~EVENTS From Italy-Franchising LLC, Kisses From Italy, Inc. (Canada) (a company incorporated under the laws of Canada and registered in Quebec on December 23, 2020), and Kisses From Italy Italia SRLS (a limited liability company incorporated in Italy), its 70% owned subsidiary, Kisses-Palm Sea Royal LLC, and The Ponte San’gwich Shoppe & Italian Deli, LLC, a Florida limited liability company, established in May 26, 2023.

WeEffective ~~commenced~~as ~~operations by~~of ~~opening our initial corporate-owned restaurant in Fort Lauderdale, Florida in~~ May ~~2015. By April 2016~~3, ~~we opened three additional restaurants~~ ~~located~~2024, inKisses ~~various~~from ~~Wyndham~~Italy ~~Hotel~~Inc. ~~properties~~dismissed inBF ~~the~~Borgers ~~Pompano~~CPA ~~Beach, Florida area~~P.C. In(“BF ~~September~~Borgers”) ~~2017,~~as ~~Hurricane~~its ~~Irma~~independent ~~caused~~registered ~~significant~~public ~~damage~~accounting tofirm. ~~the~~The ~~area,~~decision ~~which~~to ~~resulted~~change inindependent ~~Wyndham~~registered ~~halting~~public ~~operations~~accounting atfirms ~~its~~was ~~hotel~~made ~~properties~~with ~~for~~the ~~repairs~~recommendation and ~~renovations~~approval ~~and the closure~~ of ~~our Wyndham hotel locations. In December 2017, we vacated one of our restaurants in~~ the ~~Wyndham Hotel properties due to damage from the hurricane~~Company’s ~~and~~board ~~have not re-opened such restaurant. During the first half~~ of ~~2021, we consolidated the remaining two Wyndham stores into one location~~directors.

~~While~~BF ~~our~~Borgers ~~Fort~~had ~~Lauderdale~~served ~~location~~as ~~was~~the ~~reopened~~Company’s inindependent ~~early~~auditor ~~November~~since ~~2017,~~2018. weBF ~~were~~Borgers’ ~~only~~audit ~~able~~reports toon ~~reopen~~the ~~two~~Company’s consolidated financial statements as of and for the ~~hotel~~fiscal ~~locations~~years inended ~~Pompano~~December ~~Beach~~31, in2022 ~~late~~and ~~January 2018.~~December We31, ~~also~~2021 ~~elected~~did not tocontain ~~reopen~~an ~~our~~adverse ~~fourth~~opinion ~~location,~~or asa ~~the~~disclaimer ~~damage~~of ~~was~~opinion and ~~too~~were ~~excessive.~~not Ifqualified weor ~~can~~modified ~~raise~~as ~~additional~~to ~~capital,~~audit ofscope ~~which there~~or isaccounting ~~no assurance~~principles, weexcept ~~intend~~that tosuch ~~own~~reports ~~and~~included ~~operate~~explanatory upparagraphs with respect to 10the ~~restaurants~~Company’s ~~and~~ability, ~~utilize~~in ~~them~~light asof aits ~~showcase~~accumulated inlosses ~~the~~and ~~marketing~~negative ofcash ~~our~~flows ~~proposed franchise~~from operations, to continue as a going concern.

InDuring ~~May~~the ~~2017~~fiscal years ended December 31, we2022 ~~completed our~~and ~~National~~2021, ~~Franchise~~and ~~License~~the ~~which~~subsequent ~~permits~~interim usperiod tothrough ~~sell~~the ~~franchises~~date of this report, there were no disagreements, as that term is defined in ~~all~~Item 304(a)(1)(iv) of ~~the~~Regulation ~~states~~S-K, inbetween the ~~United~~Company ~~States~~and ~~except~~BF ~~for~~Borgers ~~New~~on ~~York~~any matter of accounting principles or practices, ~~Virginia~~financial statement disclosure, ~~and~~ ~~Maryland~~or auditing scope or procedure, which ~~licenses~~disagreements, weif ~~hope~~not resolved to ~~obtain~~BF ifBorgers’ ~~sufficient~~satisfaction, would ~~demand~~have ~~exists~~caused BF Borgers to make reference to such disagreements in ~~the~~its ~~future~~audit reports.

WeDuring ~~opened~~the ~~our~~fiscal ~~first European~~years ~~location~~ended inDecember ~~Ceglie del Campo~~31, ~~Bari,~~2022 ~~Italy,~~and ~~in October 2019. The Bari location closed in April 2020 due to the Covid-19 pandemic~~2021, ~~briefly re-opened~~ and ~~has~~the ~~not~~subsequent ~~re-opened~~interim asperiod ofthrough the date of this ~~Report. Such a location was intended to serve as the distribution center for products for European locations~~report, asthere ~~well~~were asno toreportable beevents ~~used as a training facility for European franchises. However, this initiative has been severely~~within ~~curtailed due to~~ the ~~onset~~meaning ~~and~~of ~~lingering~~Item ~~impact~~304(a)(1)(v) of ~~Covid~~Regulation S-~~19 in Europe~~K.

24The U.S. Securities and Exchange Commission (the “SEC”) has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, the Company may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 2024.

~~Our~~Effective ~~two~~as ~~corporate-owned~~of May 16, ~~restaurants~~2024, ~~one~~the ~~located~~Board inof ~~Fort~~Directors ~~Lauderdale,~~of ~~Florida~~the Company unanimously approved the engagement of Victor Mokuolu, ~~and~~CPA ~~one~~PLLC ~~within~~(“Victor Mokuolu”) as the ~~Wyndham~~Company’s ~~location~~independent inregistered public ~~Pompano~~accounting ~~Beach,~~firm ~~Florida~~for the fiscal year ended December 31, ~~have~~2023 ~~fully~~and ~~re-opened~~to review the Company’s unaudited financial information ~~without~~for ~~limitation~~each orof ~~any~~the ~~social~~three ~~distancing~~quarters, ~~requirement~~March 31, 2024, June 30, 2024, September 30, 2024.

InDuring ~~September~~the fiscal ~~2019~~years ended December 31, 2023 and 2022, and the ~~Company's~~ ~~common~~subsequent ~~stock~~interim period through the date of this report, ~~par~~neither ~~value~~the ~~$0.0001~~Company nor ~~per~~anyone ~~share~~on ~~(“Common~~its ~~Stock”~~behalf has consulted with Victor Mokuolu regarding either (a) the ~~was~~application ~~approved~~of ~~for~~accounting ~~trading~~principles byto ~~FINRA~~a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and inneither ~~October~~a ~~2019~~written report was provided nor oral advice was provided to the Company that Victor Mokuolu concluded was ~~approved~~an ~~for~~important ~~uplisting~~factor considered by the Company ~~OTC~~in ~~Markets~~reaching ~~Group~~a decision as to the ~~OTCQB~~accounting, ~~under~~auditing or financial reporting issue; or (b) any matter that was either the ~~symbol~~subject of ~~“KITL”~~a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph 304(a)(1)(v)) of Regulation S-K).

~~In June of 2020, the Company entered into a multi~~F-unit development agreement (the “Development Agreement”) pursuant to which it granted development rights to Demasar Management, Inc. (“Demasar”) to open and operate up to 100 restaurants in Canada. Under this Development Agreement, the developer is obligated to open a minimum of 20 restaurants by June 17, 2025. On November 20, 2021, we opened a franchise location under the Development Agreement in Montreal, Quebec, Canada. The Company expects to generate franchise fees from its franchise locations once the franchises become established.18

InITEM ~~September of 2020, we entered retail food and grocery stores with Kisses From Italy branded products in Canada~~2. ~~The~~MANAGEMENT’S ~~product~~DISCUSSION ~~launch~~AND ~~began~~ANALYSIS inOF ~~November~~FINANCIAL ofCONDITION ~~2020 and~~AND ~~Kisses~~RESULTS ~~From~~OF ~~Italy branded products were in nine retail stores by the end of 2020. Currently, Kisses From Italy branded products are in 40 stores across Ontario and Quebec, Canada.~~OPERATIONS

InThe ~~April~~information ofset ~~2021,~~forth wein ~~entered~~this ~~into~~Management’s aDiscussion ~~Consulting~~and ~~Agreement~~Analysis ~~with~~of ~~Fransmart,~~Financial ~~LLC,~~Condition aand ~~Delaware~~Results ~~limited~~of ~~liability~~Operations ~~company~~ (“~~Fransmart~~MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, ~~pursuant~~Section to21E ~~which~~of wethe ~~engaged~~Securities ~~Fransmart~~Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. We caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this Quarterly Report and any other statement made by, or on our ~~exclusive~~behalf, ~~global~~whether ~~franchise~~or ~~developer~~not in future filings with the Securities and ~~representative~~Exchange ~~for~~Commission. aForward-looking statements ~~period~~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 ~~ten~~which ~~years~~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.

InReferences ~~June of 2021, the~~in ~~Company’s~~this ~~first~~section ~~franchise~~to ~~location~~“Kisses ~~opened~~from inItaly” ~~Chino~~“we,” ~~California.~~“us,” ~~In November of 2021~~“our,” “the Company” ~~opened~~refer to Kisses ~~its~~from ~~second~~Italy ~~franchise~~Inc., ~~location in~~a ~~Montreal~~Florida corporation, ~~Canada~~and its consolidated subsidiaries.

On March 9, 2022, the Company filed Articles of Amendment to its Articles of Incorporation to increase the number of its authorized Common Stock from 200,000,000 shares to 300,000,000 shares. Such action was approved by the Board of Directors on January 25, 2022 and a majority of the Company’s shareholders on January 27, 2022. The purpose of the share increase was to make available additional shares of Common Stock to meet the current obligations of the Company to issue Common Stock, including under outstanding convertible securities. Overview

OnThe ~~April 11, 2022, the~~ Company ~~entered~~was ~~into a~~incorporated ~~securities~~in ~~purchase~~the ~~agreement,~~State ~~dated~~of asFlorida ofon ~~April~~March 67, ~~2022~~2013, ~~(the “Talos Purchase Agreement”)~~ with ~~Talos~~a ~~Victory~~focus ~~Fund,~~on ~~LLC,~~developing a ~~Delaware~~ ~~limited liability company (“Talos”)~~fast, ~~pursuant~~casual tofood ~~which~~dining ~~the~~chain ~~Company~~restaurant ~~issued~~business. toIt ~~Talos~~currently operates athrough ~~promissory note in~~ the ~~principal amount~~following ofwholly-owned ~~$165,000~~subsidiaries: (~~the “Talos Note”~~1). ~~The~~Kisses ~~Company~~From ~~received~~Italy ~~$148,500~~9th ~~gross~~LLC, ~~proceeds~~(2) ~~from~~Kisses ~~Talos~~From ~~due to the original~~Italy-Franchising ~~issue~~LLC; ~~discount~~and on(3) ~~the~~Kisses ~~Talos~~From ~~Note~~Italy, Inc. In(Canada), ~~connection~~a ~~with~~company ~~the~~incorporated ~~execution~~under ~~and delivery of~~ the ~~Talos~~laws ~~Purchase Agreement and the issuance~~ of ~~the Talos~~Canada ~~Note, the Company issued to Talos 500,000 commitment shares~~ and aregistered ~~warrant~~in toQuebec ~~purchase~~on anDecember ~~additional 1~~23,~~650,000 shares~~ ~~of Common Stock~~2020.

OnThe ~~April~~Company’s ~~13,~~main focus ~~2022~~is to develop a fast, ~~the~~casual ~~Company~~food ~~entered~~dining ~~into~~chain restaurant business of corporate-owned restaurants and expanding through a nationwide/international ~~securities~~franchise ~~purchase~~and ~~agreement,~~territory ~~dated~~sales asprogram. ofThe ~~April~~Company ~~11,~~commenced ~~2022,~~operations ~~(the~~in ~~“Blue~~May ~~Lake~~2015 ~~Purchase~~by ~~Agreement”)~~opening ~~with~~its ~~Blue~~first ~~Lake~~location ~~Partners,~~in ~~LLC~~Fort Lauderdale, aFlorida, ~~Delaware~~which ~~limited~~is ~~liability~~the ~~company~~only ~~(“Blue~~operating ~~Lake”),~~restaurant ~~pursuant~~as toof ~~which~~ the ~~Company~~date ~~issued~~of tothis ~~Blue~~Quarterly ~~Lake~~Report. aThe ~~promissory~~Company ~~note~~also opened in 2016 three additional ~~the~~restaurants, ~~principal~~located ~~amount~~in ofvarious ~~$165,000~~Wyndham ~~(the~~Hotel ~~“Blue~~properties ~~Lake~~in ~~Note”).~~the ~~The~~Pompano ~~Company~~Beach, ~~received~~Florida ~~$148~~area,~~500 gross~~ ~~proceeds~~but ~~from~~these ~~Blue~~restaurants ~~Lake~~are no longer operational ~~due~~(in toDecember 2017, the ~~original~~Company ~~issue~~vacated ~~discount~~one onof ~~the~~its ~~Blue~~restaurants ~~Lake~~due ~~Note.~~to Ina ~~connection~~hurricane; ~~with~~in June 2021, the ~~execution~~Company ~~and~~consolidated ~~delivery~~its oftwo ~~the~~Wyndham restaurants ~~Blue~~into ~~Lake~~one ~~Purchase~~location ~~Agreement and~~to ~~the~~become ~~issuance~~more ofefficient, ~~the~~and ~~Blue~~in ~~Lake~~May ~~Note~~2023, the Company ~~issued~~made tothe ~~Blue~~decision ~~Lake 500,000 commitment~~not ~~shares~~to ~~and~~renew a ~~warrant~~lease toin ~~purchase~~Wyndham anPalm ~~additional 1,650,000 shares~~Aire oflocation ~~Common~~and ~~Stock~~to close its operations there.

On ~~May~~September 1330, ~~2022,~~2023 the Company’s ~~entered~~Wyndham Palm-Aire ~~into~~store aclosed ~~securities purchase~~but ~~agreement,~~remained ~~dated~~ as of May 11, 2022, (the “Fourth Man Purchase Agreement”) with Fourth Man, LLC (“Fourth Man”), pursuant to which the Company issued to Fourth Man a promissory note in the principal amount of $150,000 (the “Fourth Man Note”). The Company received $135,000 gross proceeds from Fourth Man due to the original issue discount on the Fourth Man Note. In connection with the execution and delivery of the Fourth Man Purchase Agreement and the issuance of the Fourth Man Note, the Company issued to Fourth Man, 607,000 commitment shares and a warrant to purchase an ~~additional 1,500,000 shares~~operating ~~of Common Stock~~entity. ~~Each of the notes bears interest at 12% and has a fixed price conversion to Common Stock at $0.025 per share.~~

25Management is actively evaluating current market conditions and exploring the possibility of relocating our operations to other areas within South Florida. This decision stems from our ongoing commitment to strategic growth and optimizing our operational footprint. The consideration to relocate is driven by several factors, including but not limited to:

OnMarket ~~July~~Dynamics: ~~26,~~Analysis ~~2022,~~of ~~the~~market ~~Company~~trends ~~entered~~and ~~into~~opportunities asuggests ~~securities~~potential ~~purchase~~advantages ~~agreement with 1800 Diagonal Lending LLC, a Virginia limited liability company (“Diagonal”), pursuant to which the Company issued Diagonal a promissory note~~ in ~~the~~certain ~~principal~~geographic ~~amount~~locations ~~$70,000~~within ~~(the~~South ~~“Diagonal~~Florida ~~Note”).~~that ~~The~~align ~~Diagonal~~more ~~Note~~closely ~~bears~~with ~~interest at~~our astrategic ~~rate of 9% per annum and was due and payable on July 26, 2023~~objectives. ~~Upon an event of default under the Diagonal Note, the interest increases~~ ~~to 22%.~~

~~Recent~~Operational ~~Developments~~Efficiency: Evaluating alternative locations may provide opportunities to enhance operational efficiency, reduce costs, and improve service delivery to our customers.

~~The~~Infrastructure Company entered into a Strategic Alliance Agreement, effective as of March 1, 2023 (the “SAA”), with SC Culinary LLC, a New York limited liability company (“SC Culinary”), which is currently the creator and ~~owner~~Resources: ~~of,~~Assessing ~~and in possession of, a quick-service food concept (~~the ~~“Concept”)~~ ~~and~~availability ~~is developing and will develop all intellectual property rights related to the Concept (the “Intellectual Property Rights”), all~~ of ~~which~~suitable ~~were or will be developed or acquired by SC Culinary~~infrastructure, ~~independently, or assigned to it by Scott~~ ~~Conant. Scott Conant~~resources, ~~who~~and ~~owns~~talent ~~all~~pool ~~rights~~ in ~~and~~different toareas ~~his name, voice, image, and likeness (the “NIL Rights”), has granted SC Culinary the exclusive right~~ to ~~license~~support ~~the~~our ~~NIL~~long-term ~~Rights~~growth ~~to third parties~~plans.

~~Pursuant~~At tothis ~~the~~time ~~SAA, SC~~it ~~Culinary~~has ~~will~~not ~~license its~~been ~~interest~~considered indiscontinued ~~the~~operations ~~Concept,~~in ~~the Intellectual Property Rights,~~accordance ~~and~~with ~~the~~ASC ~~NIL Rights (collectively, the “License”) to the wholly~~205-~~owned~~20 ~~subsidiary~~because of the ~~Company,~~division ~~The~~has ~~Ponte~~not ~~San’gwich~~been ~~Shoppe~~disposed &of ~~Italian~~nor ~~Deli SM~~is ~~(the~~disposal ~~“Subsidiary”), which we established on May 26, 2023,~~ in the ~~state of Florida, for the purpose of developing the Concept into the business of the Subsidiary (the “Brand”)~~plan.

In consideration for the use of the License under the SAA, SC Culinary is entitled to receive certain minimum cash payments and restricted shares of Common Stock (the “Shares”) upon the achievement of certain milestones. Notwithstanding the foregoing, the issuance of the Shares to SC Culinary is subject to anti-dilution protection, wherein the Company shall issue SC Culinary additional shares of Common Stock in order to maintain the percentage owned by SC Culinary in the Company at the time of the issuance.19

~~The~~Recent SAA terminates on the tenth (10th) anniversary of the effective date but may automatically renew for successive five (5) year periods unless either party provides ninety (90) days’ notice of termination.Developments

On February 8, 2024, the Company and SC Culinary isLLC ~~entitled~~ entered into a termination agreement, pursuant to ~~terminate~~which the ~~SAA~~parties interminated the ~~event~~Strategic ofAlliance ~~default~~Agreement (the by“SAA”) dated the ~~Company~~March 1, 2023 and ~~the~~agreed ~~Subsidiary.~~that Inneither the ~~event~~Company ofnor ~~termination,~~ SC Culinary ~~shall~~has ~~have~~any ~~the~~further liability or obligation ~~absolute~~to ~~right~~the other with respect to ~~cause~~the terms of the ~~Subsidiary~~SAA, and the Company tohas ~~cease~~no tointerest ~~operate~~in ~~the~~any ~~Brand~~intellectual ~~except~~property ~~for~~rights ~~the~~owned ~~limited~~or ~~purposes~~used ofby either ~~honoring~~SC ~~existing franchise~~Culinary ~~agreements~~or Scott Conant. In ~~such~~connection anwith ~~event,~~the SCtermination ~~Culinary~~of ~~will grant~~ the ~~Subsidiary~~SAA, aon ~~limited~~February ~~license~~8, to2024, ~~use~~Scott ~~the~~Conant ~~Brand~~resigned ~~and~~from ~~SC Culinary’s~~the ~~rights~~board inof ~~the~~directors ~~Intellectual~~of ~~Property~~the ~~solely~~Company effective inimmediately. ~~connection~~On ~~with~~February ~~and~~16, ~~for~~2024, the ~~term~~Company dissolved ofits ~~the~~subsidiary, ~~existing~~The ~~franchise~~Ponte ~~agreements~~San’gwich ~~(with~~Shoppe no& ~~further~~Italian ~~rights of expansion)~~Deli.

InOn ~~the~~February ~~event~~9, ~~that~~2024, SCthe ~~Culinary~~Company ~~terminates~~received the ~~SAA~~notification ~~for~~letter ~~any~~from ~~reason~~OTC Markets, SCInc. ~~Culinary~~notifying ~~shall~~the ~~have~~Company ~~the~~that ~~sole~~its ~~and~~bid ~~absolute~~price ~~right~~has toclosed ~~use,~~below ~~exploit~~$0.01 ~~and~~for ~~operate~~more than ~~the~~30 ~~Brand~~consecutive calendar days and ~~all~~ ~~Intellectual~~that ~~Property~~the ~~separate~~Company ~~and~~no ~~apart~~longer ~~from~~meets the ~~Company~~Standards ~~without~~for Continued Eligibility for OTCQB (the ~~payment~~“OTCQB Standards”), which requires maintaining proprietary priced quotations published by a Market Maker in OTC Link with a minimum closing bid price of ~~any~~$0.01 ~~amounts~~per orshare ~~other~~on ~~consideration~~at toleast one of the ~~Company,~~prior 30 consecutive calendar days (the “Minimum Closing Bid Price”). Initially, OTC Markets granted the ~~Subsidiary~~Company ora ~~relevant~~cure ~~third~~period ~~parties~~of 90 calendar days, or until May 9, 2024, to regain compliance with the ~~need~~Minimum Closing ~~for~~Bid Price under the ~~approval~~OTCQB ofStandards, ~~any~~which ~~kind~~was ~~from~~extended ~~the~~by ~~Company~~OTC orMarkets ~~relevant~~to ~~third~~July ~~parties~~12, 2024.

OnResults ~~May 25, 2023, the Company released the name~~ of ~~its new restaurant, the Brand and the Concept. The Brand was created as a result of the Company’s entry~~Operations into the SAA. The new restaurant, Brand and Concept will be The Ponte San’gwich Shoppe & Italian Deli SM, inspired by the tight-knit Italian community, nicknamed “Pontes,” of Waterbury, Connecticut.

OnThe ~~May~~information ~~24,~~set ~~2022,~~forth ~~the~~below ~~Company,~~should ~~entered~~be ~~into~~read a Securities Purchase Agreement (the “JSC Purchase Agreement”) with Jefferson Street Capital LLC, a New Jersey limited liability company (“JSC”), pursuant to which the Company issued to JSC a promissory note in ~~the principal amount of $110,000.00 (the “JSC~~ ~~Note”).~~conjunction ~~The Company received $100,000.00 gross proceeds from JSC due to the original issue discount on the JSC Note. In connection~~ with the ~~execution~~financial ~~and~~statements ~~delivery of the JSC Purchase Agreement~~ and ~~the~~accompanying ~~issuance~~notes ofelsewhere ~~the~~in ~~JSC~~this ~~Note,~~Quarterly ~~the Company issued to JSC 500,000 commitment shares (the “JSC Commitment Shares”) and a warrant to purchase an additional 1,000,000 shares of Common Stock of the Company (the “JSC Warrant”)~~Report.

26Comparison of Results of Operations for the three months ended March 31, 2024, and March 31, 2023

~~The~~Revenue ~~JSC Note bears interest at a rate of 10% per annum~~ and isCost due and payable no later than February 9, 2024. Although the Company has the right to prepay the JSC Note without penalty, the annual interest is due if the JSC Note is paid in full by the Company prior to maturity. Upon default of ~~the Note, the interest increases to 15%.~~Sales

~~The~~Total ~~JSC~~revenues ~~Note~~for isthe ~~convertible~~three months atended aMarch ~~fixed~~31, ~~conversion price~~2024, ofwere $033,119 compared to $115,460 during the three months ended March 31, 2023.01 (Revenues for the ~~“JSC~~three ~~Conversion~~months ended ~~Price”)~~March 31, ~~subject~~2024, towere ~~standard~~comprised ~~adjustments.~~of If$29,527 ~~the~~in ~~Company~~food ~~issues~~sales ~~securities~~and ~~for~~$3,592 ~~less~~in ~~than~~retail sales, compared to food sales of $112,149 and $3,310 in retail sales during the ~~JSC~~three ~~Conversion~~months ~~Price~~ended March 31, ~~the~~2023. ~~JSC~~The ~~Conversion~~significant ~~Price~~decrease ~~shall~~in berevenues ~~reduced~~is attributable to ~~such~~the anclosing ~~amount~~of the PSR location in September 2023.

~~The~~Cost ~~JSC Warrant provides for the purchase~~ of upgoods tosold ~~1,000,000 shares of Common Stock (the “JSC Warrant Shares”) at an exercise price of $0.10 per share.~~during ~~The JSC Warrant is exercisable on~~ the ~~earlier~~three ofmonths ~~180~~ended ~~days~~March ~~from~~31, ~~the~~2024 ~~date it~~ was ~~issued~~$16,495 orcompared ~~when~~to a$58,871 ~~registration~~during ~~statement covering~~ the ~~JSC Warrant~~three ~~Shares~~months isended ~~declared~~March ~~effective.~~31, ~~The JSC Warrant may be exercised on a cashless basis unless a registration statement covering the JSC Warrant Shares has been declared effective at the time of exercise~~2023. ~~The~~This ~~number~~decrease ~~of the JSC Warrant Shares~~ is ~~subject~~ attributable to ~~customary~~lower ~~adjustments~~sales volumes.

OnOperating June 6, 2023, but effective on June 12, 2023, the Company, entered into a Securities Purchase Agreement (the “Firstfire Purchase Agreement”) with Firstfire Global Opportunity Fund, LLC, a Delaware limited liability company (“Firstfire”), pursuant to which the Company issued to Firstfire a promissory note in the principal amount of $110,000.00 (the “Firstfire Note”). The Company received $100,000 gross proceeds from Firstfire due to the original issue discount on the Firstfire Note. In connection with the execution and delivery of the Firstfire Purchase Agreement and the issuance of the Firstfire Note, the Company issued to Firstfire 500,000 commitment shares (the “Firstfire Commitment Shares”) and a warrant (the “Firstfire Warrant”; and together with the Firstfire Purchase Agreement and the Firstfire Note, the “Firstfire Transaction Documents”) to purchase an additional 1,000,000 shares of Common Stock.expenses

~~The~~Operating ~~Firstfire~~expenses ~~Note~~were ~~bears~~$116,974 for ~~interest~~the atthree amonths ~~rate~~ended ~~of 10%~~March ~~per~~31, ~~annum~~2024, ~~and~~compared isto ~~due~~$531,283 ~~and~~during ~~payable~~the onthree ~~June~~months 5ended March 31, ~~2024~~2023. ~~Although~~Non-cash ~~the~~stock-based ~~Company~~compensation was ~~has~~$-0- and $206,700 for the ~~right~~periods toended ~~prepay~~March ~~the~~31, ~~Firstfire~~2024, ~~Note~~and ~~without~~March ~~penalty~~31, 2023, respectively. Excluding the ~~annual~~stock-based ~~interest~~compensation isin both ~~due~~periods, ifoperating expenses were $116,974 for the ~~Firstfire~~three ~~Note~~months isended ~~paid~~March in31, ~~full~~2024, bycompared to $324,583 for the ~~Company~~three ~~prior~~months toended March ~~maturity~~31, 2023. ~~Upon~~The ~~default~~significant ofdecrease ~~the~~in ~~Firstfire~~expenses ~~Note~~primarily attributable to a decrease of approximately $131, ~~the~~000 ~~interest~~in ~~increases~~consulting tofees and ~~the~~a ~~lesser~~decrease of ~~18%~~approximately ~~per~~$64,000 ~~annum~~in orgeneral and administrative expenses in the ~~maximum~~2024 ~~amount~~period ~~permitted~~compared to 2023, partially offset by an ~~law~~impairment of fixed assets of $34,221 in the 2024 period.

~~The~~Other ~~Firstfire~~income ~~Note~~and is convertible at the option of Firstfire, at any time at a fixed conversion price of $0.01 (the “Firstfire Conversion Price”), subject to standard adjustments. If the Company issues securities for less than the Firstfire Conversion Price, the Firstfire Conversion Price shall be reduced to such an amount.expense

~~The~~Other ~~Firstfire~~expenses comprised ~~Warrant~~of ~~issued~~interest toexpense ~~Firstfire~~were ~~provides~~$9,768 for the ~~purchase of~~three upmonths toended 1March 31,~~000~~ 2024,~~000~~ ~~shares~~compared ofto ~~Common~~$477,687 during ~~Stock (~~the ~~“Firstfire~~three ~~Warrant~~months ~~Shares”)~~ended ~~at an~~March ~~exercise~~31, ~~price of $0~~2023.~~10 per share.~~ The ~~Firstfire~~decrease ~~Warrant~~ is ~~exercisable commencing on~~attributable ~~the~~to ~~date~~a ofreduction ~~issuance~~in ~~and~~interest ~~ending~~expense, loss on the extinguishment ~~five-year anniversary~~ of ~~the~~debt ~~date~~and ofchange ~~issuance. The Firstfire~~in ~~Warrant~~the ~~may~~fair bevalue ~~exercised~~of ~~on a cashless basis, and~~ the ~~number~~derivative ~~of Firstfire Warrant Shares is subject to customary adjustments~~liability.

The Company’s sales of shares of Common Stock to Firstfire under the Firstfire Transaction Documents are limited to no more than the number of shares that would result in the beneficial ownership by Firstfire and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of Common Stock. The Company and Firstfire made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications.20

OnNet June 21, 2023, the Company entered into an amendment (the “Amendment”) to the JSC Warrant with JSC, pursuant to which the parties provided that any stock issuances to MacRab LLC, officers, directors, vendors, and suppliers of the Company in satisfaction of amounts owed to such parties, would not result in an adjustment to the exercise price. In consideration for the Amendment, the Company issued an additional 3,000,000 shares of Common Stock to JSC.Loss

27As a result of the foregoing, during the three months ended March 31, 2024, we incurred a net loss of $110,118 and a net loss of $110,118 attributable to non-controlling interests, compared to a net loss of $952,381 and a net loss of $950,498 attributable to non-controlling interests for the three months ended March 31, 2023.

OnLiquidity ~~July~~and ~~11, 2023 (the “GSC Issue Date”), the Company, entered into a Securities Purchase Agreement (the “GSC Purchase Agreement”) with GS~~ Capital Partners, LLC, (“GSC”), pursuant to which the Company issued to GSC a 10% promissory note in the principal amount of $115,000.00 (the “GSC Note”). The Company received $105,000.00 gross proceeds from GSC due to the original issue discount on the GSC Note of $10,000. In connection with the execution and delivery of the GSC Purchase Agreement and the issuance of the GSC Note, the Company issued to GSC 500,000 commitment shares (the “GSC Commitment Shares”) and a warrant to purchase an additional 862,500 shares of Common Stock (the “GSC Warrant”) at an exercise price of $0.10 per share (the “GSC Exercise Price”). In addition to the GSC Commitment Shares, the Company issued 1,500,000 returnable shares to GSC, which are held in book-entry and returnable to the Company by GSC unless there is an uncured default during the 12-month term of the GSC Note.Resources

~~The~~On ~~GSC~~March ~~Note~~31, ~~bears interest at a rate of 10% per annum~~2024, atwe ahad ~~fixed conversion price of~~ $~~0.01 (the “GSC Conversion Price”) and is due and payable no later than July 11~~2,008 ~~2024. Interest on the GSC Note is payable~~ in ~~shares~~cash ofand ~~Common Stock commencing on the GSC Issue Date. The Note may be prepaid at an amount equal~~cash ~~to 110% of the principal plus accrued interest within 180 days~~equivalents.

~~The~~Net ~~GSC~~cash ~~Note~~used ~~can~~in beoperating ~~accelerated~~activities ~~upon~~was ~~the occurrence~~$55,249 ofduring anthe ~~event~~three ofmonths ~~default,~~ended ~~which~~March ~~shall occur~~31, ~~among other events~~2024, ~~(i)~~compared ~~if the Company defaults in the payment of principal or interest on the GSC Note or any other note issued~~ to ~~GSC~~net bycash ~~the~~used ~~Company, (ii) if a majority~~ of ~~the members of the board of directors of the Company on the GSC Issue Date are no longer serving as members of the board~~$290,238 ~~(iii)~~during the ~~Company~~three ismonths ~~not~~ended ~~current~~March ~~in its filings with the Securities and Exchange Commission~~31, ~~(iv)~~2023. ~~if the Common Stock are delisted from an exchange (including the OTC Market exchange), or if the Common~~The ~~Stock~~in ~~trades~~net oncash anused ~~exchange, and trading~~ in ~~the~~operating ~~Common~~activities ~~Stock~~ is ~~suspended~~primarily ~~for~~attributable ~~more than 10 consecutive days, or (v) the Company ceases~~ to ~~file~~changes ~~its~~in ~~reports~~operating ~~under~~assets ~~the Securities Act of 1933, as amended (the “Act”). Upon an event of default, interest on the GSC Note shall accrue at a default interest rate of 24% per annum,~~ and ~~the GSC Conversion Price shall decrease from $~~liabilities.~~01 per share to $0.005 per share.~~

~~The~~Net ~~parties~~cash ~~agree~~provided ~~that~~by ~~while~~financing ~~any~~activities ~~principal~~was ~~amount~~$32,415 ~~interest~~for orthe ~~fees,~~three ormonths ~~expenses~~ended ~~are~~March ~~still~~31, ~~outstanding under the GSC Note~~2024, ~~the~~compared ~~Company~~to ~~will~~$-0- during ~~not enter into any public or private offering of its securities in which~~ the ~~Company~~three ~~receives~~months ~~cash~~ended ~~proceeds in the aggregate of more than $450~~March 31,~~000~~ ~~with~~2023. ~~another~~The ~~investor~~increase oris ~~investor that~~due ~~establishes~~to ~~rights~~draws oron ~~benefiting such other investor or investors in any manner more favorable in any material respect than~~ the ~~rights and~~Company’s ~~benefits~~equity ~~established~~line ~~in favor~~ of ~~GSC~~credit.

~~The~~We ~~GSC~~estimate ~~Warrant~~that ~~provides for~~we ~~the~~will ~~purchase~~need ofapproximately ~~up to 862~~$1,500 shares of Common Stock (the “GSC Warrant Shares”) at the GSC Exercise Price and is exercisable at any time on or after the GSC Issue Date and terminating on the five-year anniversary of the GSC Issue Date. The GSC Warrant may be exercised000, ~~in whole or part, on a cashless basis unless a registration statement covering the GSC Warrant Shares is effective at the time~~000 ~~of exercise, entitling GSC~~ to ~~receive~~fully ~~the~~effectuate ~~number~~our ofbusiness ~~shares~~development ~~calculated based on the closing price of the Common Stock immediately preceding the date on which GSC elects to a cashless exercise of the GSC Warrant at the GSC Exercise Price, as adjusted~~plans.

~~The~~There ~~Company’s~~can ~~sales of~~be ~~shares~~no ofassurances ~~Common~~that ~~Stock~~additional tofinancing, either ~~GSC~~through ~~under~~equity ~~the~~or ~~GSC~~debt, ~~Purchase~~will ~~Agreement~~be isavailable ~~limited~~on ~~to no~~a ~~more~~timely ~~than~~basis, ~~the~~on ~~number~~favorable ofterms ~~shares~~or ~~that~~at ~~would result~~all. inWhile ~~the~~we ~~beneficial~~have ~~ownership~~had bydiscussions ~~the~~with ~~GSC~~potential investors and ~~its~~investment ~~affiliates~~bankers, atwe ~~any~~have ~~single~~no ~~point~~agreement inwith ~~time,~~any ofthird ~~more~~party ~~than~~to 4provide additional financing.~~99%~~ ofOur ~~the~~inability ~~then~~to ~~outstanding~~obtain additional ~~shares~~financing may have a significant negative impact on our continued development and results of ~~Common~~our ~~Stock~~operations.

~~The~~Going ~~Company and GSC made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications.~~Concern

OnOur ~~August~~consolidated ~~22,~~financial ~~2023~~statements ~~(the~~were ~~“Coventry Issue~~prepared ~~Date”),~~to ~~the~~assume ~~Company~~that ~~entered~~we ~~into~~will acontinue ~~Securities~~as ~~Purchase~~a ~~Agreement~~going ~~(the~~concern ~~“Coventry~~and ~~Purchase~~do ~~Agreement”)~~not ~~with~~include ~~Coventry~~adjustments ~~Enterprises, LLC,~~for ~~(“Coventry”), pursuant to which~~ the ~~Company~~recoverability ~~issued~~and ~~to Coventry a 10% promissory note in~~ the ~~principal~~realization ~~amount~~ of ~~$115,000.00~~assets (and the ~~“Coventry~~satisfaction ~~Note”).~~of ~~The~~liabilities ~~Company~~in ~~received $105,000.00 gross proceeds from Coventry due to~~ the ~~original~~normal ~~issue~~course ~~discount~~ of ~~$10,000.~~ Inbusiness ~~connection~~for ~~with~~ the ~~execution~~twelve ~~and~~months ~~delivery~~following of the ~~Coventry~~date ~~Purchase Agreement and the issuance~~ of the ~~Coventry~~financial ~~Note, the Company~~statements ~~issued~~that tomay ~~Coventry~~be ~~500,000~~necessary ~~commitment~~should ~~shares~~we ~~(the~~be ~~“Coventry~~unable ~~Commitment Shares”) and a warrant~~ to ~~purchase~~continue anin ~~additional~~operation. ~~862~~In addition,~~500 shares~~ ~~of Common Stock (~~the ~~“Coventry~~Company ~~Warrant”)~~continues atto anexperience ~~exercise~~negative ~~price~~cash offlows from $0operations.10 ~~per~~These ~~share~~factors, ~~(the~~among ~~“Exercise~~others, ~~Price”). In~~raise ~~addition~~substantial todoubt ~~the~~about ~~Coventry Commitment Shares,~~ the Company's ~~issued~~ability ~~1,500,000 returnable shares~~ to ~~Coventry,~~continue ~~which~~as ~~are~~a ~~held~~going inconcern. ~~book-entry~~The ~~and~~financial ~~returnable~~statements todo ~~the~~not ~~Company~~include byany ~~Coventry~~adjustments ~~unless~~that ~~there~~might isresult anfrom ~~uncured default during~~ the ~~12-month~~outcome ~~term~~ of ~~the~~this ~~Coventry Note~~uncertainty.

28Off-Balance Sheet Arrangements

~~The~~We ~~Coventry~~have ~~Note bears interest at a rate of 10% per annum, at a fixed conversion price of $0.01 (the “Conversion Price”) and is due and payable~~ no ~~later~~off-balance ~~than~~sheet ~~August 22, 2024~~arrangements. Interest on the Coventry Note is payable in shares of Common Stock commencing on the Coventry Issue Date. The Coventry Note and all accrued interest on the Coventry Note may be prepaid in whole or in part without premium or penalty of any type.

~~The~~Critical ~~Coventry~~Accounting ~~Note~~Estimates can be accelerated upon the occurrence of an event of default, which shall occur, among other events, (i) if the Company defaults in the payment of principal or interest on the Coventry Note or any other note issued to Coventry by the Company, (ii) if a majority of the members of the board of directors of the Company on the Coventry Issue Date are no longer serving as members of the board, (iii) the Company is not current in its filings with the Securities and Exchange Commission, (iv) if the Common Stock are delisted from an exchange (including the OTC Market exchange), or if the Common Stock trades on an exchange, and trading in the Common Stock is suspended for more than 10 consecutive days, or (v) the Company ceases to file its reports under the Act. Upon an event of default, interest on the Coventry Note shall accrue at a default interest rate of 24% per annum, and the Conversion Price shall decrease from $.01 per share to $0.005 per share.

~~The~~Management’s ~~Warrant~~discussion ~~provides~~and analysis of our ~~for~~financial ~~the~~condition ~~purchase~~and results of upoperations toare ~~862~~based upon our financial statements,~~500~~ ~~shares~~which ofhave ~~Common~~been ~~Stock~~prepared ~~(the~~in ~~“Warrant~~accordance ~~Shares”)~~with ataccounting principles ~~the~~generally ~~Exercise~~accepted ~~Price~~in ~~and~~the isUnited ~~exercisable~~States. ~~at any~~The ~~time~~preparation onof orthese ~~after~~financial ~~the~~statements ~~Coventry~~requires ~~Issue~~us ~~Date~~to make estimates and ~~terminating~~judgments that onaffect the ~~five-year~~amounts ~~anniversary~~ of ~~the~~assets, ~~Coventry~~liabilities, ~~Issue~~revenues ~~Date.~~and ~~The~~expenses, ~~Warrant~~and ~~may~~related disclosure of contingent assets and liabilities. On bean ~~exercised~~on-going basis, inwe ~~whole~~evaluate orour ~~part,~~estimates based on ahistorical ~~cashless~~experience ~~basis~~and ~~unless~~on avarious ~~registration~~other ~~statement~~assumptions ~~covering~~that ~~the~~are ~~Warrant~~believed ~~Shares~~to isbe ~~effective~~reasonable under atthe circumstances, the ~~time~~ results of ~~exercise,~~which ~~entitling~~form ~~Coventry~~the tobasis ~~receive~~for making judgments about the ~~number~~carrying values of ~~shares~~assets ~~calculated~~and ~~based~~liabilities that onare 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 ~~closing~~most ~~price~~important ofto the ~~Common~~portrayal ~~Stock~~of ~~immediately~~our financial ~~preceding~~condition ~~the~~and ~~date~~results onof ~~which~~operations ~~Coventry~~and ~~elects~~that torequire amanagement’s ~~cashless~~most ~~exercise~~difficult, subjective, or complex judgments, often as a result of the ~~Warrant~~need atto make estimates about the ~~Exercise~~effects ~~Price~~of matters that are inherently uncertain. See notes to our financial statements, asNote [*] ~~adjusted~~– Summary of Significant Accounting Policies.

The Company’s sales of shares of Common Stock to Coventry under the Purchase Agreement is limited to no more than the number of shares that would result in the beneficial ownership by Coventry and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of Common Stock.21

~~The~~Recent ~~Company~~Accounting ~~and~~Pronouncements ~~the Buyer made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications.~~

~~Effective~~There ~~October~~were ~~10,~~various ~~2023,~~accounting ~~the~~standards ~~Board~~and ~~of Directors~~interpretations ~~(the~~issued ~~“Board”)~~recently, none of ~~the~~which ~~Company~~are ~~appointed~~expected ~~Scott Conant~~ to ~~serve~~have as a ~~member~~material ofeffect on the ~~Board,~~Company's ~~to serve until his successor is duly appointed unless he resigns~~operations, isfinancial ~~removed from office~~position, or iscash ~~otherwise disqualified from serving as a director of the Company~~flows.

~~Scott~~ITEM ~~Conant is a two-time James Beard Award-winning chef, cookbook author, and TV personality~~3. ~~His~~QUANTITATIVE ~~portfolio~~AND ofQUALITATIVE ~~acclaimed~~DISCLOSURES ~~restaurants~~ABOUT ~~includes~~MARKET Mora Italian (Phoenix, AZ), The Americano (Scottsdale, AZ and Atlanta, GA), and Cellaio at Resorts World Catskills (Monticello, NY). He has also published four cookbooks: New Italian Cooking, Bold Italian, The Scarpetta Cookbook, and Peace, Love, and Pasta: Simple and Elegant Recipes from a Chef’s Home Kitchen, which launched in September 2021. Conant has been a popular presence on Food Network throughout the years and has been a recurring judge on Chopped since 2009 and a frequent co-host of Beat Bobby Flay.RISK

~~Results~~The ofCompany ~~Operations~~is a smaller reporting company and is not required to provide this information.

~~Comparison~~ITEM of4. ~~Results~~CONTROLS ofAND ~~Operations for the three months ended September 30, 2023, and September 30, 2022~~PROCEDURES

~~Revenue~~Disclosure Controls and ~~Cost~~Procedures – Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness ~~Sales~~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 Quarterly Report.

~~Total~~These ~~revenues~~controls ~~for~~are ~~the~~designed to ensure that information ~~three~~required ~~months~~to ~~ended~~be ~~September~~disclosed ~~30,~~in ~~2023,~~the ~~were~~reports ~~$26,567~~we ~~compared~~file toor ~~$101,522~~submit ~~during~~pursuant to the ~~three~~Securities ~~months~~Exchange ~~ended~~Act ~~September~~of ~~30,~~1934 ~~2022.~~is ~~The~~recorded, ~~decrease~~processed, summarized, and reported within the periods specified in ~~revenue~~the rules and forms of the Securities and Exchange Commission, and that such information is ~~primarily~~accumulated ~~attributable~~and communicated to ~~the~~our ~~winding~~management, ~~down~~including our principal executive officer and ~~closing~~principal offinancial ~~the~~officer, ~~Company’s~~to ~~Wyndham~~allow timely ~~store~~decisions regarding required disclosure.

~~Cost~~Based ofon ~~goods~~this ~~sold~~evaluation, ~~during~~our principal executive ~~the~~officer ~~three~~and ~~months~~principal ~~ended~~financial ~~September~~officer ~~30,~~have ~~2023,~~concluded ~~was~~that ~~$8,268~~our ~~compared~~disclosure tocontrols ~~$56,179~~and ~~during~~procedures ~~the~~were ~~three~~effective ~~months~~as ~~ended~~of ~~September~~March 3031, ~~2022~~2024. ~~This is attributable to lower sales volumes.~~

29Inherent 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.

~~Operating~~Changes ~~expenses~~in Internal Control over Financial Reporting –. During the period covered by this Quarterly 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.

Operating expenses were $1,400,388 for the three months ended September 30, 2023, compared to $214,298 during the three months ended September 30, 2022. The increase in expenses in the three-month period ended September 30, 2023, is primarily attributable to stock-based compensation of $1,249,000 during the three months ended September 30, 2023, as compared to $-0- in during the same period in 2022. Payroll costs for the three months ended September 30, 2023, were $30,685, as compared to 48,575 for the corresponding period ended September 30, 2022, reflecting a decrease of $17,890. Consulting and professional fees for the three-month period ended September 30, 2023, were $8,861, as compared to $43,786 for the corresponding period ended September 30, 2022, representing a decrease of $34,925. General and administrative expenses were $83,266 for the three months ended September 30, 2023, as compared to $93,716 for the corresponding period ended September 30, 2022, representing a decrease of $10,450. For the three-month period ended September 30, 2023, we had a loss from operations in the amount of $1,382,089 as compared to $168,955 for the corresponding period ended September 30, 2022.22

~~Other~~PART ~~income~~II – ~~and~~OTHER ~~expense~~INFORMATION

~~Other expenses~~ITEM comprised of interest expense and change in the fair value of derivative liability were $830,306 for the three months ended September 30, 2023, as compared to $118,536 during the three months ended September 30, 20221. ~~The~~ ~~material~~LEGAL increase in other expenses is attributable to an increase of $821,181 in interest and financing costs from financing arrangements during the three months ended 2023, offset by a reduction of $109,411 in the change in the fair value of the derivative liability.PROCEEDINGS

~~Net~~There ~~Loss~~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.

~~As a~~ITEM ~~result~~1A. ofRISK the foregoing, during the three months ended September 30, 2023, we incurred a net loss of $2,248,332 attributable to the Company compared to a net loss of $281,895 during the corresponding period ended September 30, 2022.FACTORS

~~Comparison~~We ofare ~~Results~~a ofsmaller ~~Operations~~reporting ~~for~~company ~~the~~and ~~Nine~~are ~~months~~not ~~ended~~required ~~September 30,~~to ~~2023,~~provide ~~and September 30, 2022~~this information.

~~Revenue~~ITEM ~~and~~2. ~~Cost~~UNREGISTERED ~~of Sales~~SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~Total~~Except ~~revenues~~as ~~for~~set ~~the nine~~forth ~~months ended September 30~~below, there ~~2023~~ were ~~$203,406,~~no assales ~~compared~~of toequity ~~$311,484~~securities ~~during the nine months ended September 30, 2022. Cost of goods~~ sold during the ~~nine~~period ~~months~~covered ~~ended~~by ~~September~~this ~~30,~~Report ~~2023~~that ~~was~~were ~~$96,259,~~not asregistered ~~compared~~under ~~to $162,125 during~~ the ~~nine~~Securities ~~months~~Act and ~~ended~~were ~~September~~not ~~30,~~previously ~~2022, resulting~~reported in a ~~gross~~Current ~~profit~~Report ofon ~~$107,147~~Form ~~and~~8-K ~~149,359~~filed ~~for~~by the ~~nine months ended September 30, 2023 and 2022, respectively. This is attributable to lower sales volumes due to the winding down of the~~ Company~~’s Wyndham location~~.

~~During~~On ~~the~~February ~~first quarter of 2023~~23, ~~the Company began transitioning its business model~~2024, ~~as a result of~~ the Company’s ~~new~~issued ~~partnership with celebrity Chef~~600,000 ~~Scott Conant, and the~~shares ~~creation~~ of aSeries ~~new~~A ~~brand,~~Preferred ~~named~~voting ~~‘The~~stock ~~Ponte~~to ~~San’gwich~~each ~~Shoppe and Italian DeliSM’ which is wholly owned by the Company and~~ of ~~which~~Mr. ~~the~~Ferri ~~sales~~ and ~~development~~Mr. ofDi ~~the new franchise brand will be headed by the Company’s franchise consultant, Fransmart~~Turi.

~~Operating~~On ~~expenses~~January 26, 2024 the Company sold 2,346,674 shares to MacRab LLC through the Company’s equity line of credit.

~~Operating expenses~~On ~~were~~February $314,~~155,793~~ ~~for the nine months ended September 30~~2024, ~~2023, as compared to $556,124 during~~ the ~~nine~~Company ~~months~~sold ~~ended September 30~~16, ~~2022. The increase in expenses during the nine-month period ended September 30~~921, ~~2023 is primarily attributable to stock-based~~582 ~~compensation~~shares ~~of $2,503,000 in 2023, as compared~~ to ~~$5,170~~MacRab ~~during~~LLC ~~the~~through ~~corresponding period in 2022. Payroll costs for~~ the ~~nine~~Company’s ~~months~~equity ~~ended September~~line ~~30, 2023 were $123,255, as compared to $88,120 for the corresponding period ended September 30, 2022, reflecting an increase~~ of ~~$35,135~~credit. Consulting fees and professional fees for the nine-month period ended September 30, 2023 were $234,570, as compared to $164,637 for the corresponding period ended September 30, 2022, representing an increase of $69,933, offset by a reduction in general and administrative expense of $29,974, which were $169,968 for the nine months ended September 30, 2023, as compared to $199,942 for the corresponding period ended September 30, 2022.

30On February 28, 2024, the Company issued 16,888,888 shares of common stock to Jefferson Street Capital upon the conversion of convertible notes, accrued interest and fees.

~~Other~~These ~~income~~transactions were exempt from registration under Section 4(a)(2) and/or ~~expense~~Rule 506(b) of Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act, as transactions by an issuer not involving any public offering. None of the securities were sold through an underwriter and, accordingly, there were no underwriting discounts or commissions involved.

~~Other~~ITEM ~~expense for the nine months ended September 30, 2023 was $1,472,892 compared to $421,040 during the nine months ended September 30, 2022~~3. ~~The material~~DEFAULTS ~~increase~~UPON inSENIOR ~~other expense is attributable to an increase of $1,066,601 in interest and financing costs from financing arrangements in 2023.~~SECURITIES

~~Net Loss~~None.

AsITEM ~~a result of the foregoing, during the nine months ended September 30, 2023, we incurred a net loss attributable to the Company of $~~4~~,554,473~~. ~~compared~~MINE toSAFETY ~~a net loss attributable to the Company of $838,739.~~DISCLOSURES

~~Liquidity and~~Not ~~Capital Resources~~Applicable.

OnITEM ~~September~~5. ~~30,~~OTHER ~~2023, we had $107,837 in cash and cash equivalents.~~INFORMATION

~~Net~~During ~~cash used in operating activities was $708,065 during~~ the ~~nine months~~ quarter ended ~~September~~March 3031, ~~2023~~2024, ~~compared~~no todirector ~~$509,408~~or ~~cash~~officer ~~used~~of inthe ~~operating~~Company ~~activities~~adopted ~~during~~or ~~the~~terminated ~~nine~~a ~~months ended September~~“Rule ~~30,~~10b5-1 ~~2022.~~trading ~~The~~arrangement” ~~increase~~or in“non-Rule ~~cash~~10b5-1 ~~used~~trading ~~during the nine months ended September 30~~arrangement,” ~~2023~~as ~~period~~each term is ~~primarily~~defined ~~attributable to the increase~~ in ~~operating~~ ~~losses~~Item ,408(a) ~~net~~ of Regulation ~~non~~S-~~cash items, offset by changes in operating assets and liabilities~~K.

Net cash provided by financing activities was $491,409 for the nine months ended September 30, 2023, compared to $805,000 during the nine months ended September 30, 2022. The reason for the decrease in cash provided by financing activities during the nine months ended September 30, 2023 is primarily attributable to a reduction in net proceeds from convertible and promissory notes of approximately $375,000, offsets by proceeds from the Company equity line of approximately $65,000 compared to $-0- in the comparable period in 2022.23

WeITEM 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 concept6. EXHIBITS

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 had 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.

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
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.24

~~Going Concern~~SIGNATURES

~~Our~~Pursuant ~~consolidated~~to ~~financial statements were prepared assuming that we will continue as a going concern and do not include adjustments for~~ the ~~recoverability~~requirements ~~and~~of the ~~realization~~Securities ~~of assets~~ and ~~the~~Exchange ~~satisfaction~~Act 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. In addition~~1934, ~~the Company continues to experience negative cash flows~~ ~~from operations. Also, if~~ the ~~Company~~Registrant ishas ~~unable~~duly tocaused ~~obtain~~this ~~adequate~~Report ~~capital due~~ to ~~the continued spread of Covid-19, the Company may~~ be ~~required~~ tosigned ~~further~~on ~~reduce the scope, delay, or eliminate some or all of~~ its ~~planned~~behalf ~~operations.~~by ~~These factors raise substantial doubt about~~ the ~~Company's~~undersigned, ~~ability~~thereunto toduly ~~continue as a going concern~~authorized. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

	KISSES FROM ITALY INC.
Date: July 15, 2024
	By:	/s/ Michele Di Turi
		Michele Di Turi Co-Chief Executive Officer
		(Principal Executive Officer)

Date: July 15, 2024
	By:	/s/ Claudio Ferri
		Claudio Ferri Co-Chief Executive Officer (Principal Financial Officer and
		Principal Accounting Officer)

~~Off-Balance Sheet Arrangements~~‘

~~We have no off-balance sheet arrangements.~~25

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 September 30, 2023.

Inherent Limitations – Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures will prevent all 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

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 in a Current Report on Form 8-K filed by the Company.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

(a) None. (b) None.

(c) Rule 10b5-1 Trading Plans. During the three months ended September 30, 2023, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 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: November 14, 2023
	By:	/s/ Michele Di Turi
		Michele Di Turi Co-Chief Executive Officer
		(Principal Executive Officer)
Date: November 14, 2023
	By:	/s/ Claudio Ferri
		Claudio Ferri Co-Chief Executive Officer (Principal Financial Officer and
		Principal Accounting Officer)

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