Kisses From Italy Inc. - Quarter Report: 2022 September (Form 10-Q)
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 30, 2022
or
☐ 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 8th Street
Suite 2000
Miami, Florida 33130
(Address of principal executive offices)
(305) 423-7129
(Registrant’s telephone number, including area code)
____________________________________________________________
Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Not applicable | Not applicable | Not applicable |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | Smaller reporting company ☒ | |
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of November 7, 2022, there were shares of the registrant's common stock outstanding.
TABLE OF CONTENTS
| Page No. | |||
| PART I | |||
| FINANCIAL INFORMATION | |||
| Item 1. | Financial Statements | 3 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 | |
| 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 | 24 | |
| Signatures | 25 | ||
| 2 |
PART I – FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this report and any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties, and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.
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.
| 3 |
Kisses From Italy Inc.
Consolidated Balance Sheets
(unaudited)
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 435,076 | $ | 139,485 | ||||
| Accounts receivable | 17,429 | 12,900 | ||||||
| Prepaid expenses | 19,744 | – | ||||||
| Other receivables | 51,076 | 48,443 | ||||||
| Inventory | 12,809 | 5,270 | ||||||
| Total current assets | 536,134 | 206,098 | ||||||
| Property and equipment, net | 4,213 | 5,793 | ||||||
| Right of use assets | 496,627 | – | ||||||
| Other Assets | 2,745 | 2,745 | ||||||
| Total assets | $ | 1,039,719 | $ | 214,635 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 83,950 | $ | 52,665 | ||||
| Accrued liabilities | 163,649 | 134,505 | ||||||
| Lease liability - short term | 23,066 | – | ||||||
| Notes payable | 12,171 | – | ||||||
| Derivative liability | 109,411 | – | ||||||
| Total current liabilities | 392,247 | 187,170 | ||||||
| Lease liability - long term | 473,561 | – | ||||||
| Notes payable - long term | 250,000 | 12,171 | ||||||
| Convertible notes -long term | 560,000 | 10,000 | ||||||
| Total liabilities | 1,675,808 | 209,340 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders' Equity: | ||||||||
| Preferred stock, Series A $ par value. shares authorized; zero shares shares issued and outstanding | – | – | ||||||
| Preferred stock, Series B $ par value. shares authorized; zero shares shares issued and outstanding | – | – | ||||||
| Preferred stock, Series C, $ par value shares authorized; shares and shares issued and outstanding as of September 30, 2022 and December 31 2021, respectively | 145 | 240 | ||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 185,520 | 180,913 | ||||||
| Additional paid-in capital | 13,884,722 | 13,702,813 | ||||||
| Accumulated deficit | (14,697,745 | ) | (13,859,006 | ) | ||||
| Total Kisses From Italy Stockholders' Deficit | (627,358 | ) | 24,960 | |||||
| Non-controlling interest | (8,731 | ) | (19,665 | ) | ||||
| Total stockholders' equity | (636,089 | ) | 5,295 | |||||
| Total liabilities and equity | $ | 1,039,719 | $ | 214,635 | ||||
The accompanying notes are an integral part of the consolidated financial statements.
| 4 |
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, | |||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Food sales | $ | 101,522 | $ | 85,727 | $ | 311,484 | $ | 328,479 | ||||||||
| Total Revenue | 101,522 | 85,727 | 311,484 | 328,479 | ||||||||||||
| Cost of goods sold | 56,179 | 43,644 | 162,125 | 155,953 | ||||||||||||
| Gross margin | 45,343 | 42,083 | 149,359 | 172,526 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Depreciation and amortization | 527 | 527 | 1,580 | 4,070 | ||||||||||||
| Stock based compensation | – | – | 5,170 | 3,231,573 | ||||||||||||
| Payroll and other expenses | 48,575 | 42,593 | 88,120 | 76,792 | ||||||||||||
| Rent | 27,694 | 46,219 | 96,675 | 99,646 | ||||||||||||
| Consulting and professional fees | 43,786 | 23,278 | 164,637 | 116,903 | ||||||||||||
| General and administrative | 93,716 | 44,549 | 199,942 | 117,439 | ||||||||||||
| Total operating expenses | 214,298 | 157,166 | 556,125 | 3,646,423 | ||||||||||||
| Income (loss) from operations | (168,955 | ) | (115,083 | ) | (406,765 | ) | (3,473,897 | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest income (expense), net | (9,125 | ) | (95,545 | ) | (311,629 | ) | (347,747 | ) | ||||||||
| Change in the fair value of the derivative liability | (109,411 | ) | – | (109,411 | ) | – | ||||||||||
| Total other income (expense) | (118,536 | ) | (95,545 | ) | (421,040 | ) | (347,747 | ) | ||||||||
| Income (loss) before income taxes | (287,491 | ) | (210,628 | ) | (827,805 | ) | (3,821,644 | ) | ||||||||
| Provision for income taxes (benefit) | – | – | – | – | ||||||||||||
| Net loss | (287,491 | ) | (210,628 | ) | (827,805 | ) | (3,821,644 | ) | ||||||||
| Less: net income (loss) attributable to non-controlling interests | (5,596 | ) | (5,874 | ) | 10,934 | 10,286 | ||||||||||
| Net loss attributable to Kisses From Italy, Inc. | $ | (281,895 | ) | $ | (204,754 | ) | $ | (838,739 | ) | $ | (3,831,930 | ) | ||||
| Basic earnings (loss) per common share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.02 | ) | ||||
| Diluted earnings (loss) per common share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.02 | ) | ||||
| Weighted -weighted average number of shares outstanding: | ||||||||||||||||
| Basic | 185,520,582 | 168,615,951 | 184,730,359 | 164,399,707 | ||||||||||||
| Diluted | 185,520,582 | 168,615,951 | 184,730,359 | 164,399,707 | ||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| 5 |
Kisses from Italy
Consolidated Statements of Changes in Stockholders' Equity
(Unaudited)
| Preferred Stock | Preferred Stock | Preferred Stock | Additional | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series C | Common Stock | Paid-in | Non-controlling | Accumulated | Stockholders' | |||||||||||||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Shares | Value | Shares | Value | Capital | Interest | Deficit | Equity | |||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2020 | $ | $ | 79,610 | $ | 80.00 | 154,832,335 | $ | 154,832 | $ | 8,612,683 | $ | (23,052 | ) | $ | (8,916,893 | ) | $ | (172,350 | ) | |||||||||||||||||||||||||||||
| Net loss | – | – | – | – | (421,862 | ) | (421,862 | ) | ||||||||||||||||||||||||||||||||||||||||
| Non-controlling interest, net income (loss) | – | – | – | – | 1,183 | 1,183 | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in a private placement | – | – | – | 1,450,000 | 1,450 | 143,550 | 145,000 | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | – | – | – | 1,500,000 | 1,500 | 298,500 | 300,000 | |||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2021 | $ | $ | 79,610 | $ | 80 | 157,782,335 | $ | 157,782 | $ | 9,054,733 | $ | (21,869 | ) | $ | (9,338,755 | ) | $ | (148,029 | ) | |||||||||||||||||||||||||||||
| Net income (loss) | – | – | – | – | (3,205,314 | ) | (3,205,314 | ) | ||||||||||||||||||||||||||||||||||||||||
| Non-controlling interest, net income (loss) | – | – | – | – | 14,977 | 14,977 | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | – | – | – | 10,100,000 | 10,100 | 1,681,650 | 1,691,750 | |||||||||||||||||||||||||||||||||||||||||
| Issuance of stock options for services | – | – | – | – | 1,239,823 | 1,239,823 | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in private placement | – | – | – | 300,000 | 300 | 29,700 | 30,000 | |||||||||||||||||||||||||||||||||||||||||
| Issuance of Series C Preferred Stock | – | – | 90,000 | 90 | – | 339,570 | 339,660 | |||||||||||||||||||||||||||||||||||||||||
| Conversion of Series C Preferred to Common stock | – | – | (10,000 | ) | (10 | ) | 300,000 | 300 | (290 | ) | ||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2021 | $ | $ | 159,610 | $ | 160 | 168,482,335 | $ | 168,482 | $ | 12,345,186 | $ | (6,892 | ) | $ | (12,544,069 | ) | $ | (37,133 | ) | |||||||||||||||||||||||||||||
| Net income (loss) | – | – | – | – | (204,754 | ) | (204,754 | ) | ||||||||||||||||||||||||||||||||||||||||
| Non-controlling interest, net income (loss) | – | – | – | – | (5,874 | ) | (5,874 | ) | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | – | – | – | – | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of stock options for services | – | – | – | – | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in private placement | – | – | – | – | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series C Preferred Stock | – | – | 30,000 | 30 | – | 125,070 | 125,100 | |||||||||||||||||||||||||||||||||||||||||
| Conversion of Series C Preferred to Common stock | – | – | (50,000 | ) | (50 | ) | 1,201,316 | $ | 1,201 | (1,151 | ) | |||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2021 | $ | $ | 139,610 | $ | 140 | 169,683,651 | $ | 169,683 | $ | 12,469,105 | $ | (12,766 | ) | $ | (12,748,823 | ) | $ | (122,661 | ) | |||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Preferred Stock | Additional | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series C | Common Stock | Paid-in | Non-controlling | Accumulated | Stockholders' | |||||||||||||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Shares | Value | Shares | Value | Capital | Interest | Deficit | Equity | |||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | 240,080 | $ | 240 | 180,913,582 | $ | 180,913 | $ | 13,702,813 | $ | (19,665 | ) | $ | (13,859,006 | ) | $ | 5,295 | ||||||||||||||||||||||||||||||||
| Net loss | – | – | – | – | (150,205 | ) | (150,205 | ) | ||||||||||||||||||||||||||||||||||||||||
| Non-controlling interest, net income (loss) | – | – | – | – | (2,889 | ) | (2,889 | ) | ||||||||||||||||||||||||||||||||||||||||
| 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 | ) | ||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2022 | $ | $ | 145,080 | $ | 145 | 183,913,582 | $ | 183,913 | $ | 13,710,078 | $ | (22,554 | ) | $ | (14,009,211 | ) | $ | (137,629 | ) | |||||||||||||||||||||||||||||
| Net loss | – | – | – | – | (406,639 | ) | (406,639 | ) | ||||||||||||||||||||||||||||||||||||||||
| Non-controlling interest, net income (loss) | – | – | – | – | 19,419 | 19,419 | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock as financing commitment shares | – | – | – | 1,607,000 | 1,607 | 73,977 | 75,584 | |||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants in connection with debt | – | – | – | – | 97,453 | 97,453 | ||||||||||||||||||||||||||||||||||||||||||
| 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 income (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 | ) | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| 6 |
Kisses From Italy Inc.
Consolidated Statements of Cash Flows
(unaudited)
| Nine Months | Nine Months | |||||||
| Ended | Ended | |||||||
| September 30, | September 30, | |||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities of continuing operations: | ||||||||
| Net loss | $ | (827,805 | ) | $ | (3,821,644 | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Depreciation and amortization | 1,580 | 4,070 | ||||||
| Stock-based compensation for services | 5,170 | 3,231,573 | ||||||
| Change in the fair market value of derivative liability | 109,411 | – | ||||||
| Issuance of financing commitment shares | 75,584 | – | ||||||
| Issuance of financing commitment warrants | 100,667 | – | ||||||
| Beneficial conversion feature of Preferred C Stock | – | 344,760 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Other assets | – | (109 | ) | |||||
| Prepaid expenses | (19,744 | ) | – | |||||
| Accounts receivable | (4,529 | ) | (376 | ) | ||||
| Account receivable-other | (2,633 | ) | (45,939 | ) | ||||
| Inventory | (7,539 | ) | (1,815 | ) | ||||
| Accounts payable | 31,286 | (9,859 | ) | |||||
| Accrued liabilities | 29,144 | (17,739 | ) | |||||
| Net cash used in operating activities | (509,408 | ) | (317,079 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of fixed assets | – | (1,910 | ) | |||||
| Net cash used in financing activities | – | (1,910 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Proceeds from convertible notes | 550,000 | – | ||||||
| Proceeds from notes payable | 250,000 | – | ||||||
| Proceeds from the sale of common stock | – | 175,000 | ||||||
| Proceeds from the sale of preferred stock | 5,000 | 120,000 | ||||||
| Net cash provided by financing activities | 805,000 | 295,000 | ||||||
| Net increase in cash and cash equivalents | 295,592 | (23,989 | ) | |||||
| Cash and cash equivalents at beginning of period | 139,485 | 37,336 | ||||||
| Cash and cash equivalents at end of period | $ | 435,077 | $ | 13,347 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | – | $ | – | ||||
| Cash paid for income taxes | $ | – | $ | – | ||||
The accompanying notes are an integral part of the consolidated financial statements.
| 7 |
KISSES FROM ITALY INC.
NOTES TO UNAUDITED 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 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 are in leased facilities, were fully operational by April 2016. In December 2017, the Company vacated one of its restaurants due to a hurricane and 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 location was intended to serve as the distribution center for 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.
In June 2021 and November 2021, the Company opened its first two franchise locations in Chino, California and Montreal, Canada, respectively. Due to the onset of Covid-19 the Company has temporarily waived any franchise fees at both locations so that the franchisees could establish operations at each of those locations.
The Company’s accounting year-end is December 31.
COVID-19
On March 11, 2020, the World Health Organization declared the Covid-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic has had a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most US states and many countries have issued policies intended to stop or slow the further spread of the disease.
Covid-19 and 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.
Except for our Bari location which remains closed, our US locations are now open and are operating at near pre-Covid revenue levels.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The consolidated financial statements of the Company have been prepared in accordance with 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.
All intercompany accounts and transactions are eliminated in consolidation.
| 8 |
Management’s Representation of Interim Financial Statements
The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements at and as of December 31, 2021, filed as part of the Company’s Annual Report on Form 10-K with the SEC on April 15, 2022.
Going Concern
The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. On a consolidated basis, the Company has incurred significant operating losses since inception.
Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through private placements of equity and convertible debt as interim measures to finance working capital needs and may continue its efforts to raise additional capital through the sale of common stock or other securities and obtain short-term loans. The Company will be required to continue to do so until its consolidated operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and the allowance for doubtful accounts, inventories, purchase price allocation of acquired businesses, impairment of long-lived assets and goodwill, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivables are recorded at the net value of face amount less any allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company reviews the allowance for doubtful accounts on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are charged against the allowance when placed for collection. Recoveries of receivables previously written off are recorded when received. Interest is not charged on past due accounts. These receivables are related to the sale of our private label branded products sold in retail and grocery stores in Canada.
As of September 30, 2022, and December 31, 2021, our trade receivables amounted to $17,429 and $12,900 respectively, with an allowance for doubtful accounts of $-0- for both periods.
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Other Receivables
Other receivables are comprised of three components, a receivable from a franchisee, and a receivable from the government for Employee Retention Credits (“ERC”) and Value Added Tax at the Company’s Bari location in Italy.
ERC Credits
The purpose of 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 if 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, 2022 and December 31, 2021 the Company had ERC credits receivable of $27,190 and $41,717 credits receivable, respectively.
Valued Added Tax (“VAT”)
The Valued Added Tax (“VAT”) VAT is a broadly-based consumption tax which is assessed to the value that is added to goods and services. The Value Added Tax (“VAT”), applies to nearly all goods and services that are bought and sold within the European Union. In Italy where the Company operates, the VAT tax ranges between 4% and 10% for food products and alcohol. As of September 30, 2022 and December 31, 2021, respectively, the Company had a VAT net receivable from its Bari location amounting to $-0- and $4,839, respectively.
Franchisee Receivable
In order to assist the Company’s franchisee in California, the Company extended a $22,000 demand loan at a 1% interest rate to the franchisee. As of September 30, 2022 and December 31, 2021 the balance on the franchisee receivable was $22,000 and $-0-, 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 occurred.
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 product 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.
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Non-controlling interest
Non-controlling interest represents third-party ownership in the net assets of one of our consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority-owned subsidiary consolidated with those of the Company’s wholly-owned subsidiaries, with any third-party investor’s interest shown as non-controlling interest.
Cash and Cash Equivalents
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On September 30, 2022 and December 31, 2021, the Company cash equivalents totaled $435,076 and $139,485, respectively.
Property and equipment
Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The estimated useful lives of property and equipment are as follows:
| Computers, software, and office equipment | 1 – 6 years |
| Machinery and equipment | 3 – 5 years |
| Leasehold improvements | Lesser of lease term or estimated useful life |
Income taxes
The Company accounts for income taxes under 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.
On 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 financial statements. The Company adopted this guidance on January 1, 2021 which had no impact on the Company’s financial statements.
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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 September 30, 2022 and December 31, 2021 the balance of the derivative liability was $109,411 and $-0-, respectively.
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. 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. We expect the impact of adoption to be immaterial to our consolidated statements of operations and consolidated statements of cash flows on an ongoing basis. See Note 9. Leases, for additional information regarding additional lease disclosures.
Inventory
Inventory is comprised of wholesale food inventory at our retail operations in Canada and alcoholic beverages at our Bari location in Italy. Our US locations do not have liquor licenses. During the three months ended March 31, 2022 we wrote off $1,951 alcoholic beverage inventory since the Bari location had been closed since the onset of Covid in March 2020. The balance of inventory at September 30, 2022 and December 31, 2021 was $12,809 and $5,270, respectively.
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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.
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.
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, 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 financial statements and financial statement disclosures.
NOTE 3 – GOING CONCERN AND LIQUIDITY
As of September 30, 2022 the Company had cash on hand of $435,076 and an accumulated deficit of $14,697,745.
Management has concluded that these financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
It is the Company’s current intention to raise debt and/or equity financing to fund ongoing operating expenses. There is no assurance that financing, whether debt or equity, will be available to the Company, satisfactorily completed or on terms favorable to the Company. Any issuance of equity securities, if accomplished, could cause substantial dilution to existing stockholders and any debt financing may contain covenants limiting certain corporate actions. Any failure by the Company to successfully raise additional financing would have a material adverse effect on its business, including the possible inability to continue operations.
NOTE 4 – PROPERTY AND EQUIPMENT
As of September 30, 2022 and December 31, 2021, the Company had $4,740 and $5,793 in property and equipment, all located at its Bari location in Italy. As of September 30, 2022 all property and equipment and leaseholds at its US locations had been fully depreciated.
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NOTE 5 – ACCRUED LIABILITIES
The following table sets forth the components of the Company’s accrued liabilities on September 30, 2022 and December 31, 2021.
| September 30, 2022 | December 31, 2021 | |||||||
| Sales tax payable | $ | 11,573 | $ | 4,666 | ||||
| Accrued interest payable | 58,317 | 4,363 | ||||||
| Payroll tax liabilities | 93,759 | 125,476 | ||||||
| Total accrued liabilities | $ | 163,649 | $ | 134,505 | ||||
The Company is in arrears on its payroll tax payments as of September 30, 2022. As of September 30, 2022 and December 31, 2021 “payroll tax liabilities” was approximately $38,557 and $55,202 in interest and penalties, respectively.
NOTE 6 – PROMISSORY NOTES PAYABLE
As of September 30, 2022 and December 31, 2021, the balance of notes payable was $262,171 and $-0-, respectively. The September 30, 2022 balance is comprised of two unsecured 8% notes payable amounting to $12,171 that mature in September 2023, and an 8%, $250,000 unsecured loan that matures on July 13, 2022.
NOTE 7 – CONVERTIBLE NOTES AND DERIVATIVE LIABILITY
As of September 30, 2022 and December 31, 2021, the outstanding principal balance of convertible notes was $560,000 and $10,000, respectively. The balance of the derivative liability was $109,411 and $-0-, 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 commitment shares and a warrant to purchase an additional 1,650,000 shares of common stock of the Company.
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 $165,000.00 (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 commitment shares and a warrant to purchase an additional 1,650,000 shares of common stock of the Company.
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, 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.
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On July 26, 2022 the Company entered into a $70,000 convertible note agreement with a maturity date of July 26, 2023 with Diagonal Lending. 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.
The Company considered the current FASB guidance of “Contracts in Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability of whether or not within the issuers’ control means the instrument is not indexed to the issuer’s own stock. Accordingly, the Company determined that the conversion prices of the Notes were not a fixed amount because they were either subject to an adjustment based on the occurrence of future offerings or events or the conversion price was variable. As a result, the Company determined that the conversion features of the Notes were not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance.
The fair value of the Company’s derivative liability of $109,411 as of September 30, 2022 was estimated using the Black-Scholes-Merton Option Pricing model with a volatility of $%, exercise price of $, using a one-year T-bill rate of $4.05%.
During the three months ended September 30, 2022, the Company granted an underwriter warrants exercisable for five years at an exercise price of $0.11, and warrants exercisable for five 5 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 $176,251 in total financing fees in 2022 on these warrants issued to the noteholders and the underwriter.
NOTE 8 – STOCKHOLDERS EQUITY
Common Stock
The Company has authorized shares of common stock. On September 30, 2022 and December 31, 2021, there were and shares of common stock issued and outstanding, respectively, with a $ par value per share.
During the nine months ended September 30, 2022, the Company issued the following shares of stock:
| · | shares upon the conversion of Series C Stock | |
| · | shares for financing commitments valued at $ |
During the year ended December 31, 2021, the Company issued the following shares of common stock:
| · | shares to its executive officers valued at $ | |
| · | shares to service providers valued at $538,568 | |
| · | shares to accredited investors for gross proceeds of $175,000 | |
| · | shares upon the conversion of Series C Stock |
These shares were valued based on the trading price of the Company’s stock on the date of approval of the respective share issuances by the Company’s Board of Directors times the number of shares issued.
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Preferred Stock
On December 19, 2019, the Company filed a Certificate of Designation with the State of Florida to designate shares of the Company’s authorized preferred stock as Series A Preferred Stock (“Series A Stock”), shares as Series B Preferred Stock (“Series B Stock”) and 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 shares of Series A Stock outstanding as of September 30, 2022 and December 31, 2021.
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 the 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 shares of Series B Stock outstanding as of September 30, 2022.
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.
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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 September 30, 2022 and December 31, 2021 there were and shares of Series C Stock outstanding, respectively, which were purchased at a price of $ per share.
NOTE 9 – LEASES
As of December 31, 2021 the Company had three operating restaurants. The Company leases these spaces based upon the following schedules:
| · | 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-Palm Sea Royal LLC based in Pompano Beach, Florida leases approximately 2,300 square feet for $3,933 per month. The Company has a one-year automatic renewal provision for this lease on May 1st of each year under the same terms. | |
| · | Kisses From Italy 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. |
During the three months ended March 31, 2022, the Company adopted ASC 842, and based on the present value of the lease payments for the remaining average lease term of the Company’s existing leases noted above, the Company recognized $562,030 in noncurrent ROU assets, $88,469 in current lease liabilities and $473,561 in noncurrent lease liabilities from operating leases.
For the nine months ended September 30, 2022 and 2021, the Company recorded rent expenses related to lease obligations of $96,675 and $99,646 respectively. Rent expenses related to lease obligations in operating expenses in the Company’s statement of operations.
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| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this report and any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties, and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.
Overview
Kisses From Italy Inc. (together with its subsidiaries), hereinafter referred to as “us,” “our,” “we,” or 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.
The Company operates through 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.
We commenced operations by opening our initial corporate-owned restaurant in Fort Lauderdale, Florida in May 2015. By April 2016, we opened three additional restaurants located in various Wyndham Hotel properties in the Pompano Beach, Florida area. In September 2017, Hurricane Irma caused significant damage to the area, which resulted in Wyndham halting operations at its hotel properties for repairs and renovations and the closure of our Wyndham hotel locations. In December 2017, we vacated one of our restaurants in the Wyndham Hotel properties due to damage from the hurricane and have not re-opened such restaurant. During the first half of 2021, we consolidated the remaining two Wyndham stores into one location.
While our Fort Lauderdale location was reopened in early November 2017, we were only able to reopen two of the hotel locations in Pompano Beach in late January 2018. We also elected not to reopen our fourth location, as the damages were too excessive. If we can raise additional capital, of which there is no assurance, we intend to own and operate up to 10 restaurants and utilize them as a showcase in the marketing of our proposed franchise operations.
In May 2017, we completed our National Franchise License which permits us to sell franchises in all of the states in the United States except for New York, Virginia, and Maryland, which licenses we hope to obtain if sufficient demand exists in the future.
We opened our first 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 location was intended to serve as the distribution center for 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.
Our two corporate-owned restaurants, one located in Fort Lauderdale, Florida, and one within the Wyndham location in Pompano Beach, Florida, have fully re-opened without limitation or any social distancing requirement.
In September 2019, the Company’s common stock was approved for trading by FINRA and in October 2019 was approved for uplisting by the OTC Markets Group to the OTCQB under the symbol “KITL”.
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In June of 2020, the Company entered into a multi-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.
In September of 2020, we entered retail food and grocery stores with Kisses From Italy branded products in Canada. The product launch began in November of 2020 and Kisses From Italy branded products were in nine retail stores by the end of 2020. Currently, Kisses From Italy branded products are in 50 stores across Ontario and Quebec, Canada.
In April of 2021, we entered into a Consulting Agreement with Fransmart, LLC, a Delaware limited liability company (“Fransmart”), pursuant to which we engaged Fransmart as our exclusive global franchise developer and representative for a period of ten years.
In June of 2021, the Company’s first franchise location opened in Chino, California. In November of 2021, the Company opened its second franchise location in Montreal, Canada.
On March 9, 2022, Articles of Amendment to the Company’s Articles of Incorporation to increase the number of its authorized common stock from 200,000,000 shares to 300,000,000 shares became effective. 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.
Recent Developments
On July 26, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company ( the “Lender”), pursuant to which the Company issued the Lender a promissory note in the principal amount $70,000.00 (the “Note”). The Note bears interest at a rate of 9% per annum and is due and payable on July 26, 2023. Upon an event of default under the Note, the interest increases to 22%.
The Company has the right to prepay the Note in full at any time upon three trading days’ prior written notice, subject to a prepayment penalty if the Note is prepaid on or before January 22, 2023. The prepayment penalty is equal to 20% of the outstanding principal and interest under the Note for prepayment made on or before September 24, 2022, 25% of the outstanding principal and interest under the Note for prepayment made between September 25, 2022 and November 23, 2022 and 29% of the outstanding principal and interest under the Note for prepayment made between September 26, 2022 and January 22, 2023.
The Note is convertible at the option of the Lender at any time after January 22, 2023 at a conversion price equal to 65% of the lowest closing bid price of the Company’s common stock on the OTCQB market or other applicable exchange during the ten trading days preceding the conversion date, provided that no such conversion may result in the Lender and its affiliates beneficially owning more than 4.99% of the then outstanding shares of the common stock of the Company. For as long as the Note is outstanding, the Company must have authorized and reserved, free of preemptive rights, nine times the number of shares issuable upon full conversion of the Note (initially 25,846,153 shares), subject to the 4.99% beneficial ownership limitation.
Covid-19 Pandemic
On March 11, 2020, the World Health Organization declared the Covid-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic has had a negative on the global economy, leading to disruptions and volatility in the global financial markets. The continuing effect of the Covid-19 continues to be uncertain and subject to change. We do not know the full extent of the effects on the economy, the markets we serve, our business, or our operations in the future.
The Company’s two corporate-owned restaurants in Fort Lauderdale, Florida and the Wyndham location in Pompano Beach, Florida, have fully re-opened without any Covid-19 restrictions. The Company’s Bari location in Italy remains closed due to such restrictions.
Going forward there can be no assurance that our restaurants will be allowed to remain open or if open, at full capacity, or that we can achieve historic sales levels.
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Results of Operations
Three months ended September 30, 2022, and September 30, 2021
Revenue and Cost of Sales
Total revenues for the three months ended September 30, 2022 were $101,522 compared to $85,727 during the three months ended September 30, 2021. The increase in revenue is primarily attributable to higher sales at the Company’s Kisses-Palm Sea Royal location based in Pompano Beach, Florida.
Cost of goods sold during the three months ended September 30, 2022, was $56,179 compared to $43,644 during the three months ended September 30, 2021. This increase is attributable to higher sales and increased costs due to the high inflationary trends in the food industry.
Operating expenses
Operating expenses were $214,298 for the three months ended September 30, 2022, compared to $157,166 during the three months ended September 30, 2021. The increase in expenses in the three month period ended September 30, 2022 period is primarily attributable to an increase in general and administrative expense of $49,167 and an increase in consulting and professional fees of $20,508 over 2021 levels. The increases are due to higher expenses due to inflationary trends, as well as increased professional fees associated with raising capital to fund the Company’s operations.
Other income and expense
Other expense for the three months ended September 30, 2022 was $118,536 compared to $95,545 during the three months ended September 30, 2021. The increase in the 2022 period is due to a change in the fair market value of the derivative liability of $109,411 in the 2022 period compared to $-0- in the 2021 period, offset by a reduction in interest expense in the 2022 period of $86,420.
Net Loss
As a result of the foregoing during the three months ended September 30, 2022, we incurred a net loss of $287,491 and a net loss of $5,596 attributable to non-controlling interests in the three months ended September 30, 2022, compared to a net loss of $210,628 and a net loss of $5,874 attributable to non-controlling interests for the three months ended September 30, 2021. The increase in the net loss in the 2022 period compared to the 2021 period is attributable higher operating expenses and the recording of a derivative liability in 2022.
Nine months ended September 30, 2022, and September 30, 2021
Revenue and Cost of Sales
Total revenues for the nine months ended September 30, 2022 were $311,484 compared to $328,479 during the nine months ended September 30, 2021. The decrease in revenue is primarily attributable to lower sales at the Company’s Kisses From Italy 9th LLC’s restaurant based in Fort Lauderdale, Florida.
Cost of goods sold during the nine months ended September 30, 2022, was $162,125 compared to $155,953 during the three months ended September 30, 2021. The increase in cost of sales is attributable to higher food costs due to the high inflationary trends in the food industry.
Operating expenses
Operating expenses were $556,125 for the nine months ended September 30, 2022, compared to $3,646,423 during the nine months ended September 30, 2021. Non-cash stock-based compensation was $5,170 and $3,231,573, respectively, for the nine months ended September 30, 2022 and September 30, 2021. Excluding the stock-based compensation in the nine months ended September 30, 2022 and 2021, operating expenses were $550,955 and $414,850 respectively. The increase in expenses in the nine month period ended September 30, 2022 period is primarily attributable to an increase in consulting and professional fees of $47,734 and an increase in G&A expense of $82,503 over 2021 levels. The increases are due to higher expenses due to inflationary trends, as well as increased professional fees associated with raising capital to fund the Company’s operations.
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Other income and expense
Other expenses comprised of interest expense and the change in the fair value of the derivative liability was $421,040 for the nine months ended September 30, 2022 compared to $347,747 during the nine months ended September 30, 2021. The increase in the 2022 period is due to a derivative liability of $109,411 in 2022 compared to $-0- in the 2021 period, partially offset by a decline in interest expense of $36,118.
Net Loss
As a result of the foregoing during the nine months ended September 30, 2022, we incurred a net loss of $827,805 and a net gain of $10,934 attributable to non-controlling interests in 2022, compared to a net loss of $3,821,644 and a net profit of $10,286 attributable to non-controlling interests for the nine months ended September 30, 2021. The decrease in the net loss during the nine months ended September 30, 2022 is primarily attributable to $3,231,573 in stock based compensation in the nine months ended September 30, 2021, compared to $5,170 in the nine months ended September 30, 2022.
Liquidity and Capital Resources
The Company had cash and cash equivalents of $435,076 as of September 30, 2022.
The Company has historically financed its operations through convertible notes and equity issuances.
The COVID-19 pandemic has caused significant disruptions to the global financial markets. The full impact of the COVID-19 outbreak continues to evolve, is highly uncertain and subject to change. The Company continues to estimate the effects of the COVID-19 outbreak on its operations and financial condition. While significant uncertainty remains, the Company believes that the COVID-19 outbreak will continue to have a negative impact on the ability to raise financing and access capital.
Net cash used in operating activities was $509,408 during the nine months ended September 30, 2022, compared to net cash used of $317,079 during the nine months ended September 30, 2021. The increased net cash used in operating activities for the 2022 period compared to 2021 is primarily attributable to a decrease in profitability of approximately $232,564 net of non-cash stock based compensation in the 2022 period.
Net cash provided by financing activities was $805,000 for the nine months ended September 30, 2022, compared to $295,000 during the nine months ended September 30, 2021. The increase in net cash provided by financing activities is primarily attributable to proceeds of $550,000 from the sale of convertible notes, and $250,000 of proceeds from a note payable in the 2022 period, compared to the sales of common stock and preferred stock in private offering for proceeds of $295,000 in the nine months ended September 30, 2021.
There can be no assurances that additional financing, either through equity or debt, will be available on a timely basis, on favorable terms or at all. While we have had discussions with potential investors and investment bankers, we have no agreement with any third party to provide additional financing. Our inability to obtain additional financing may have a significant negative impact on our continued development and results of our operations.
Covid-19 has also caused significant disruptions to the global financial markets, which impacts our ability to raise additional capital. If the Company is unable to obtain adequate capital due to the continued spread of Covid-19, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations.
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Going Concern
Our consolidated financial statements were prepared assuming that we will continue as a going concern and do not include adjustments for the recoverability and the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements that may be necessary should we be unable to continue in operation. In addition, the Company continues to experience negative cash flows from operations. Also, if the Company is unable to obtain adequate capital due to the continued spread of Covid-19, the Company may be required to further reduce the scope, delay, or eliminate some or all of its planned operations. These factors 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. Our significant accounting policies are more fully discussed in Note 2 to our unaudited financial statements contained herein.
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.
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| 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, 2022.
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.
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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 |
None.
| ITEM 6. | EXHIBITS |
| Exhibit No. | Description | |
| 31.1 | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification of Principal 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 |
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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 8, 2022 |
||
| By: | /s/ Michele Di Turi | |
|
Michele Di Turi Co-Chief Executive Officer and President | ||
| (Principal Executive Officer) | ||
| Date: November 8, 2022 | ||
| By: | /s/ Claudio Ferri | |
|
Claudio Ferri Co-Chief Executive Officer and Chief Investment Officer (Principal Financial Officer and | ||
| Principal Accounting Officer) | ||
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