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U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: June 30, 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 ☐

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

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

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

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

As of August 16, 2024, there were 372,920,331 shares of the registrant's common stock outstanding.

KISSES FROM ITALY INC.

QUARTERLY REPORT ON FORM 10-Q

June 30, 2024

TABLE OF CONTENTS

		Page No.
PART I FINANCIAL STATEMENTS
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23

PART II OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
SIGNATURES		26

PART I – FINANCIAL INFORMATION

KISSES FROM ITALY INC.

Condensed Consolidated Financial Statements for the Three and Six Months Ended June 30, 2024

Index to the Unaudited Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets at June 30, 2024 (Unaudited) and December 31, 2023	4
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)	5
Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)	6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (Unaudited)	7
Notes to the Condensed Consolidated Financial Statements (Unaudited)	8

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

Kisses From Italy Inc.

Condensed Consolidated Balance Sheets


	June 30,			December 31,
	2024			2023
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,167		$	24,842
Accounts receivable		4,105			5,117
Inventory		4,104			11,917
Total current assets		9,376			41,876
Equipment not in service		–			40,852
Other Assets		1,092			2,745
Total assets	$	10,468		$	85,473

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	136,811		$	114,456
Accrued liabilities		77,727			42,049
Notes payable -related party		352,497			250,000
Convertible notes		407,500			425,000
Total current liabilities		974,535			831,505
Notes payable long term -related party		–			102,497
Total liabilities		974,535			934,002

Commitments and contingencies		–			–

Stockholders' Deficit:
Preferred stock, Series A $0.001 par value. 1,500,000 shares authorized; 0 zero shares issued and outstanding		–			–
Preferred stock, Series B $0.001 par value. 5,000,000 shares authorized; 0 zero 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 June 30, 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 June 30, 2024 and December 31, 2023, respectively		372,920			336,763
Additional paid-in capital		18,262,425			18,392,470
Accumulated deficit		(19,566,602	)		(19,577,936	)
Total Kisses From Italy Stockholders' Deficit		(931,082	)		(848,528	)
Non-controlling interest		(32,985	)		(32,985	)
Total Stockholders' deficit		(964,067	)		(881,513	)
Total liabilities and deficit	$	10,468		$	85,473

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

Kisses From Italy Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three months			Three months			Six months			Six months
	ended			ended			ended			ended
	June 30,			June 30,			June 30,			June 30,
	2024			2023			2024			2023
Food sales	$	15,493		$	61,379		$	48,612		$	176,839
Cost of goods sold		7,815			29,120			24,310			87,991
Gross profit		7,678			32,259			24,302			88,848
Operating expenses:
Depreciation and amortization		–			526			–			1,053
Stock based compensation -related party		–			980,300			–			980,300
Stock based compensations		–			66,500			–			273,200
Payroll and other expenses		9,696			39,130			28,228			92,570
Rent		13,530			27,578			34,307			59,935
Consulting and professional fees		3,859			74,952			31,585			225,709
Impairment of fixed assets		–			–			34,221			–
General and administrative		1,721			38,090			25,662			125,591
Total operating expenses		28,806			1,227,075			154,003			1,758,358
Income (loss) from operations		(21,128	)		(1,194,816	)		(129,701	)		(1,669,510	)
Other income (expense)
Interest (expense)		(17,237	)		(304,639	)		(43,882	)		(547,924	)
Change in the fair value of the derivative liability		–			139,740			–			73,398
Other income		6,630			–			6,630			–
Loss on the extinguishment of debt		–			–			–			(168,060	)
Total other income (expense)		(10,607	)		(164,899	)		(37,252	)		(642,586	)
Income (loss) before income taxes		(31,735	)		(1,359,715	)		(166,953	)		(2,312,096	)
Provision for income taxes (benefit)		–			–			–			–
Net loss		(31,735	)		(1,359,715	)		(166,953	)		(2,312,096	)
Less: net income (loss) attributable to non-controlling interests		–			(1,069	)		–			(2,952	)
Net loss attributable to Kisses From Italy, Inc.	$	(31,735	)	$	(1,358,646	)	$	(166,953	)	$	(2,309,144	)

Basic earnings (loss) per common share	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)
Diluted earnings (loss) per common share	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)

Weighted -weighted average number of shares outstanding:
Basic		372,920,331			194,550,922			363,047,338			184,328,968
Diluted		372,920,331			194,550,922			363,047,338			184,328,968

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

Kisses From Italy Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Six months			Six months
	ended			ended
	June 30,			June 30,
	2024			2023

Cash flows from operating activities of continuing operations:
Net income (loss)	$	(166,953	)	$	(2,312,096	)
Depreciation and amortization		–			1,053
(Gain) Loss on the extinguishment of debt		–			168,060
Stock-based compensation for services		–			1,253,500
Change in the fair market value of derivative liability		–			(73,398	)
Impairment of fixed assets		34,221			–
Issuance of financing commitment shares		1,500			345,000
Sale of equipment		6,630			–
Issuance of financing commitment warrants and exercises		–			56,630
Changes in operating assets and liabilities:
Accounts receivable		1,012			(1,290	)
Inventory		7,813			2,041
Accounts payable		22,356			(20,176	)
Other assets		1,653			–
Accrued liabilities		35,678			64,882
Net cash used in operating activities		(56,090	)		(515,794	)

Cash flows from financing activities:
Proceeds from the Company's equity line of credit		32,415			50,000
Proceeds from notes payable		–			58,507
Repayment of notes payable		–			(12,171	)
Proceeds from convertible notes		–			220,000
Repayment of convertible notes		–			(70,000	)
Net cash provided by financing activities		32,415			246,335

Net increase in cash and cash equivalents		(23,675	)		(269,458	)
Cash and cash equivalents at beginning of period		24,842			324,493
Cash and cash equivalents at end of period	$	1,167		$	55,035

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		$	616,206
Reduction of accounts payable and accrued interest with common stock	$	–		$	13,050

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

Kisses from Italy

Condensed Consolidated Statements of Changes in Stockholders' Deficit

(Unaudited)

Preferred Stock
Series A

Preferrd Stock
Series B

Preferred Stock
Series C

Common Stock

Additional Paid-in

Non-
controlling

Accumulated

Total Stockholders'

Shares

Value

Shares

Value

Shares

Value

Shares

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

)

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

)

(17,016,882

)

(566,617

)

	Preferred Stock Series A				Preferrd Stock Series B				Preferred Stock Series C				Common Stock				Additional Paid-in			Non- controlling			Accumulated			Total 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	)	$	(19,577,936	)	$	(881,513	)

Footing error adjustment		–		–		–		–		–		–		–		–		–			–			32,985			32,985

Share conversion error and reclassification adjustments		–		–		–		–		–		–		–		–		(145,303	)		–			145,303			–

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		–		–		–		–		–		–		–		–		–			–			(135,218	)		(135,218	)

Balance, March 31, 2024		–		–		–		–		175,080	$	175		372,920,331	$	372,920	$	18,262,425		$	(32,985	)	$	(19,534,867	)	$	(932,332	)

Net loss		–		–		–		–		–		–		–		–		–			–			(31,735	)		(31,735	)

Balance, June 30, 2024		–		–		–		–		175,080	$	175		372,920,331	$	372,920	$	18,262,425		$	(32,985	)	$	(19,566,602	)	$	(964,067	)

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

KISSES FROM ITALY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The 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 9^th 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. In June 2024 the Company’s wholly owned subsidiary Kisses From Italy 9^th LLC closed its store but remained as an operating entity.

Management is actively evaluating current market conditions and exploring the possibility of relocating our operations for both divisions 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:

Market Dynamics: Analysis of market trends and opportunities suggests potential advantages in certain geographic locations within South Florida that align more closely with our strategic objectives.

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

Infrastructure and Resources: Assessing the availability of suitable infrastructure, resources, and talent pool in different areas to support our long-term growth plans.

At this time these closings have not not been considered discontinued operations in accordance with ASC 205-20 because neither division has been disposed of, nor is disposal in the plan.

Use of Estimates

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.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts 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.

As of June 30, 2024, and December 31, 2023, our trade receivables amounted to $4,105 and $5,117 respectively.

Foreign Currency Translation

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

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

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

Revenue Recognition

The 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:

1. Identify the contract with the client,

2. Identify the performance obligations in the contract,

3. Determine the transaction price,

4. Allocate the transaction price to performance obligations in the contract

5. Recognize revenues when or as the Company satisfies a performance obligation

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.

For 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.

Non-controlling interest

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.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On June 30, 2024 and December 31, 2023, the Company’s cash equivalents totaled $1,167 and $24,842, respectively.

Property and equipment

Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in the results of operations. The estimated useful lives of property and equipment are as follows:


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

Income taxes

The Company accounts for income taxes under the Financial Accounting 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.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

Derivative Financial Instruments

The 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 operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. As of June 30, 2024 and December 31, 2023, the balance of the derivative liability was $-0-.

Stock-based Compensation

The Company accounts for 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.

Leases

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB 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 most significant impact of adoption was the recognition of right of use operating lease assets and right of use operating lease liabilities of approximately $562,000 each, respectively. As a result, we reduced the right of use assets and lease liabilities to $-0- as of June 30, 2024.

Inventory

Inventory is comprised of wholesale food inventory at our retail operations. The value of the food at our US locations is very minimal at any one time and is charged to cost of sales as soon as it arrives at the store. Our US locations do not have liquor licenses. The balance of inventory on June 30, 2024 and December 31, 2023 was $4,104 and $11,917 respectively.

Net Loss per Share

Net 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 years ended December 31, 2023 and December 31, 2022, and for the six month period ended June 30, 2024 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.

Recent Accounting Pronouncements

In August 2020, FASB issued ASU 2020-06 Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall 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, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities 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 on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The Company adopted this guidance on January 1, 2022.

NOTE 3 – GOING CONCERN AND LIQUIDITY

As of June 30, 2024 the Company had cash on hand of $1,167 negative working capital of $965,158 and an accumulated deficit of $19,566,602.

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 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.

NOTE 4 – EQUIPMENT NOT IN SERVICE

As of June 30, 2024 and December 31, 2023, all of the Company fixed assets in service had been fully depreciated Also as of the June 30, 2024 and December 31, 2023 we had $-0- and $40,852, respectively, of equipment not in service.

NOTE 5 – ACCRUED LIABILITIES

The following table sets forth the components of the Company’s accrued liabilities on June 30, 2024 and December 31, 2023.

Schedule of accrued liabilities
	June 30, 2024		December 31, 2023
Sales tax payable	$	3,061	$	2,686
Accrued interest payable		74,666		39,363
Total accrued liabilities	$	77,727	$	42,049

NOTE 6 – PROMISSORY NOTES PAYABLE RELATED PARTIES

As of June 30, 2024 and December 31, 2023, the balance of notes payable was $352,497 and $250,000, respectively. The balance as of June 30, 2024 is comprised of three unsecured 8% notes payable amounting to $250,000, $58,507, and $43,990 extended to the Company by a significant shareholder of the Company that matures on July 13, 2024.

NOTE 7 – CONVERTIBLE NOTES

As of June 30, 2024 and December 31, 2023, the outstanding principal balance of convertible notes was $407,500 and $425,000 respectively.

On April 11, 2022, the Company entered into a securities purchase agreement, dated as of April 6, 2022, (the “Talos Purchase Agreement”) with Talos Victory Fund, LLC, a Delaware limited liability company (“Talos”), pursuant to which the Company issued to Talos a promissory note in the principal amount of $165,000 (the “Talos Note”). The Company received $148,500 gross proceeds from Talos due to the original issue discount on the Talos Note. In connection with the execution and delivery of the Talos Purchase Agreement and the issuance of the Talos Note, the Company issued to Talos 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.

On April 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 from Blue 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.

On May 13, 2022, the Company entered into a securities purchase agreement, 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 of common stock of the Company.

Each of the notes bear interest at 12% and has a fixed price conversion to common stock at $0.025 per share.

Using the Black Scholes model, the Company recording a financing expense of $97,453 for the total of 4,800,000 warrants issued on the Talos Note, Blue Lake Note and the Fourth Man Note.

During the three months ended September 30, 2022, the Company granted an underwriter 162,000 warrants exercisable for five years at an exercise price of $0.11, and 56,250 warrants exercisable for five years at $0.12 per share. Using the Black Scholes model, the Company recording a financing expense of $3,214 for these warrants.

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.

As 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.

On July 26, 2022 the 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 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.

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.

On May 24, 2022, the Company, entered into 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”). The Company received $100,000.00 gross proceeds from JSC due to the original issue discount on the Note. In connection with the execution and delivery of the Purchase Agreement and the issuance of the Note, 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”).

The JSC Note 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%.

The JSC Note is convertible at a fixed conversion price of $0.01 (the “JSC Conversion Price”), subject to standard adjustments. If the Company issues securities for less than the JSC Conversion Price, the JSC Conversion Price shall be reduced to such an amount.

The JSC Warrant provides for the purchase of up to 1,000,000 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 JSC 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 exercise. The number of the JSC Warrant Shares is subject to customary adjustments.

On 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 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 of the Company.

The Firstfire Note bears interest at a rate of 10% per annum and is due and payable on June 5, 2024. Although the Company has the right to prepay the Firstfire Note without penalty, the annual interest is due if the Firstfire Note is paid in full by the Company prior to maturity. Upon default of the Firstfire Note, the interest increases to the lesser of 18% per annum or the maximum amount permitted by law.

The Firstfire Note 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.

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 five-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.

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 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.

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

On 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 3,000,000 shares of Common Stock to JSC.

NOTE 8 – STOCKHOLDERS EQUITY

Common Stock

The Company has authorized 650,000,000 shares of common stock. On June 30, 2024 and December 31, 2023, there were 372,920,331 and 336,763,187 shares of common stock issued and outstanding, respectively, with a $0.001 par value per share.

During the six months ended June 30, 2024, the Company issued the following shares of common 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

During the three months ended December 31, 2023, the Company issued the following shares of common stock:

	·	22,000,000 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

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

	·	30,000,000 shares were issued for related party services which were 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 the 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

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

	·	26,000,000 shares were issued for related party services which were valued at $980,300

	·	1,750,000 shares were issued for services which were valued at $66,500

	·	6,503,000 shares were issued upon the conversion of convertible notes and accrued interest. These shares were valued at $234,400.

	·	4,000,000 shares valued at $147,000 were issued as a commitment fee to obtain financing

	·	1,501,502 common shares were sold pursuant to the Company’s credit line for gross proceeds of $50,000

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

	·	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

During the year ended December 31, 2022, the Company issued the following shares of stock:

	·	3,000,000 shares upon the conversion of Series C Stock

	·	1,607,000 shares for financing commitments valued at $97,453

	·	3,696,000 shares upon the conversion of convertible notes valued at $58,027

Preferred Stock

On December 19, 2019, the Company filed a Certificate of 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”).

A summary of the material provisions of the Certificate of Designation governing the Series A Stock, the Series B Stock and the Series C Stock is as follows:

Series A Stock

The Series A Stock is not convertible. Each share of Series A Stock shall entitle the holder to three hundred votes for each share of Series A Stock. Any amendment to the Certificate of Designation requires the consent of the holders of at least two-thirds of the shares of Series A Stock then outstanding. The holders of Series A Stock are not entitled to dividends until and unless determined by the Board of Directors of the Company.

Liquidation Preference

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

There were no shares of Series A Stock outstanding as of June 30, 2024 and December 31, 2023

Series B Stock

The Series B Stock is convertible at any time by the holder into the number of shares of common stock of the Company based on two times the price paid by the holder 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.

Liquidation Preference

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

Restrictions of Transferability

The shares of the Series B Stock shall not, directly, or indirectly, be sold, hypothecated, transferred, assigned, or disposed of in any manner without the prior written consent of the Board and applicable securities laws.

There were no shares of Series B Stock outstanding as of June 30, 2024, or December 31, 2023.

Series C Stock

The Series C Stock is convertible at any time by the holder into the number of shares of common stock of the Company on the basis of three times the price paid for the shares divided by the floor price of $0.10 established by the Board of Directors. The holders of the Series C Stock shall not be entitled to voting rights except as otherwise provided for by applicable law. The holders of Series C Stock are not entitled to dividends until and unless determined by the Board.

Liquidation Preference

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

Restrictions of Transferability

The Series C Stock shall not, directly, or indirectly, be sold, hypothecated, transferred, assigned, or disposed of in any manner without the prior written consent of the Board and applicable securities laws.

As of June 30, 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.

On 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 $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 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”) 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.

The GSC Note 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 GSC Note or any other note issued to GSC by the Company, (ii) if a majority of the members of the board of directors of the Company on the 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 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 $.01 per share to $0.005 per share.

The parties 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.

The GSC Warrant provides for the purchase of up to 862,500 shares of the Common Stock (the “GSC Warrant Shares”) at the GSC Exercise Price and is exercisable at any time on or after the Issue Date and terminating on the five-year anniversary of the Issue Date. The GSC Warrant may 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 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.

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.

The 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.

On 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.

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 without premium or penalty of any type.

The Coventry Note 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 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 five-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.

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.

The Company and 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.

Stock Options

As of June 30, 2024, there were 16,000,000 vested 10-year stock options outstanding. 5,333,334 options had a strike price of $0.07, 5,333,333 had a strike price of $0.25 and 5,333,333 had a strike price of $0.50 and a remaining life of 8.25 years. All options were immediately expensed during the second quarter of 2022 and the Company recorded an expense of $1,239,823 related to these options. There have been no stock option issuances since June 30, 2021. As of June 30, 2024, these options had no intrinsic value.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information set forth in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities 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 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.

References in this section to “Kisses from Italy” “we,” “us,” “our,” “the Company” refer to Kisses from Italy Inc., a Florida corporation, and its consolidated subsidiaries.

Overview

The Company was incorporated in the State of Florida on March 7, 2013, with a focus on developing a fast, casual food dining chain restaurant business. It currently operates through the following wholly-owned subsidiaries: (1) Kisses From Italy 9^th LLC, (2) Kisses From Italy-Franchising LLC; and (3) Kisses From Italy, Inc. (Canada), a company incorporated under the laws of Canada and registered in Quebec on December 23, 2020.

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, which is the only operating restaurant as of the date of this Quarterly Report. The Company also opened in 2016 three additional restaurants, located in various Wyndham Hotel properties in the Pompano Beach, Florida area, but these restaurants are no longer operational (in December 2017, the Company vacated one of its restaurants due to a hurricane; in June 2021, the Company consolidated its two Wyndham restaurants into one location to become more efficient, and in May 2023, the Company made the decision not to renew a lease in Wyndham Palm Aire location and to close its operations there.

Kisses-Palm Sea Royal closed its store on September 30, 2023 but remained as an operating entity. In June 2024 the Company’s wholly owned subsidiary Kisses From Italy 9^th LLC closed its store but remained as an operating entity.

Market Dynamics: Analysis of market trends and opportunities suggests potential advantages in certain geographic locations within South Florida that align more closely with our strategic objectives.

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

Infrastructure and Resources: Assessing the availability of suitable infrastructure, resources, and talent pool in different areas to support our long-term growth plans.

At this time these closings have not been considered discontinued operations in accordance with ASC 205-20 because neither division has been disposed of, nor is disposal in the plan.

Recent Developments

On February 8, 2024, the Company and SC Culinary LLC entered into a termination agreement, pursuant to which the parties terminated the Strategic Alliance Agreement (the “SAA”) dated the March 1, 2023 and agreed that neither the Company nor SC Culinary has any further liability or obligation to the other with respect to the terms of the SAA, and the Company has no interest in any intellectual property rights owned or used by either SC Culinary or Scott Conant. In connection with the termination of the SAA, on February 8, 2024, Scott Conant resigned from the board of directors of the Company effective immediately. On February 16, 2024, the Company dissolved its subsidiary, The Ponte San’gwich Shoppe & Italian Deli.

On February 9, 2024, the Company received the notification letter from OTC Markets, Inc. notifying the Company that its bid price has closed below $0.01 for more than 30 consecutive calendar days and that the Company no longer meets the Standards for Continued Eligibility for OTCQB (the “OTCQB Standards”), which requires maintaining proprietary priced quotations published by a Market Maker in OTC Link with a minimum closing bid price of $0.01 per share on at least one of the prior 30 consecutive calendar days (the “Minimum Closing Bid Price”). Initially, OTC Markets granted the Company a cure period of 90 calendar days, or until May 9, 2024, to regain compliance with the Minimum Closing Bid Price under the OTCQB Standards, which was extended by OTC Markets to July 12, 2024.

Results of Operations

The information set forth below should be read in conjunction with the financial statements and accompanying notes elsewhere in this Quarterly Report.

Comparison of Results of Operations for the six months ended June 30, 2024, and June 30, 2023

Revenue and Cost of Sales

Total revenues for the six months ended June 30, 2024, were $48,612 compared to $176,839 during the six months ended June 30, 2024. The significant decrease in revenues during six months ended is attributable to the closing of the PSR location in September 2023.

Cost of goods sold during the six months ended June 30, 2024 was $24,310 compared to $87,901 during the six months ended June 30, 2023. This decrease is attributable to lower sales volumes.

Operating expenses

Operating expenses were $154,003 for the six months ended June 30, 2024, compared to $1,758,358 during the six months ended June 30, 2023. Non-cash stock-based compensation was $-0- and $1,253,500 for the periods ended June 30, 2024, and June 30, 2023, respectively. Excluding the stock-based compensation in both periods, operating expenses were $164,203 for the six months ended June 30, 2024, compared to $506,204 for the six months ended June 30, 2023. The significant decrease in expenses primarily attributable to a decrease of approximately $194,000 in consulting fees, a decrease of approximately $100,000 in general and administrative expenses, a decrease of approximately 66,000 in payroll expenses during the 2024 period compared to 2023, partially offset by an impairment of fixed assets of $34,221 in the 2024 period.

Other income and expense

Other expenses of $37,252 were comprised of interest expense $43,882, for the six months ended June 30, 2023, compared to $642,586 during the six months ended June 30, 2023, offset by proceeds of $6,630 from sale of equipment. The significant decrease is primarily attributable to a reduction in interest expense, and the change in the fair value of the derivative liability as well as the loss on the extinguishment of debt of $168,060.

Net Loss

As a result of the foregoing, during the six months ended June 30, 2024 we incurred a net loss of $166,953 attributable to Kisses from Italy Inc., compared to a net loss of $2,309,144 attributable to Kisses from Italy Inc. for the six months ended June 30, 2023.

Liquidity and Capital Resources

On June 30, 2024, we had $1,167 in cash and cash equivalents.

Net cash used in operating activities was $56,090 during the six months ended June 30, 2024, compared to net cash used of $515,794 during the six months ended June 30, 2023. The in net cash used in operating activities is primarily attributable to changes in operating assets and liabilities.

Net cash provided by financing activities was $32,415 for the six months ended June 30, 2024, compared to $246,335 during the six months ended June 30, 2023. The decrease is primarily attributable to $58,507 in proceeds from notes payable and $220,000 in proceeds from convertible notes during the six month period ended June 30, 2024 .

We estimate that we will need approximately $1,000,000 to fully effectuate our business development plans.

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

Going Concern

Our consolidated financial statements were prepared to assume that we will continue as a going concern and do not include adjustments for the recoverability and the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of the financial statements that may be necessary should we be unable to continue in operation. In addition, the Company continues to experience negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Estimates

Management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies are defined as those policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. See notes to our financial statements, Note [*] – 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 Quarterly 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 June 30, 2024.

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 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.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

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

ITEM 1A.

RISK FACTORS

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

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Except as set forth below, there were no sales of equity securities sold 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.

On February 23, 2024, the Company issued 600,000 shares of Series A Preferred voting stock to each of Mr. Ferri and Mr. Di Turi.

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

On February 14, 2024, the Company sold 16,921,582 shares to MacRab LLC through the Company’s equity line of credit.

On 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.

These transactions were exempt from registration under Section 4(a)(2) and/or 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.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5.

OTHER INFORMATION

During the quarter ended June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 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
104		Cover Page Interactive Data File (embedded within the Inline XBRL 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: August 19, 2024
	By:	/s/ Michele Di Turi
		Michele Di Turi Co-Chief Executive Officer
		(Principal Executive Officer)

Date: August 19, 2024
	By:	/s/ Claudio Ferri
		Claudio Ferri Co-Chief Executive Officer (Principal Financial Officer and
		Principal Accounting Officer)

‘

Kisses From Italy Inc. 10-Q