If we are unable to manage any future growth effectively, our profitability and liquidity could be adversely affected.

Our ability to achieve our desired growth depends on our execution in functional areas such as management, sales and marketing, and general administration and operations. To manage any future growth, we must continue to improve our distribution, operational and financial processes and systems and expand, train and manage our employee base. If we are unable to manage our growth effectively, our business and results of operations could be adversely affected.

We may be subject to legal claims against us or claims by us which could have a significant impact on our resulting financial performance.

At any given time, we may be subject to litigation, the disposition of which may have an adverse effect upon our business, financial condition, or results of operation. Such claims include but are not limited to and may arise from product liability and related claims in the event that any of the products that we sell is faulty or containscontain defects in materials or design. We may be subject to patent infringement claims from our products. In addition, we may be subject to claims by our lenders, claims for rent, and claims from our vendors on our accounts payable; and although we have been able to obtain understandings with the foregoing and have informal forbearance agreements from those parties, one or more of them may elect to commence collection proceedings which could result in judgments against us and have a significant negative impact on our operations.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, and other applicable securities rules and regulations. Compliance with these rules and regulations increases our legal and financial compliance costs, make some activities more difficult, time-consuming or costly, and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company,” as defined in the Jumpstart our Business Startups Act, or the JOBS Act. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, the management’s attention may be diverted from other business concerns which could adversely affect our business and operating results. We may need to hire more employees in the future or engage outside consultants who will increase our costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

However, for as long as we remain an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

We would cease to be an “emerging growth company” upon the earliest of: (i) the first fiscal year following the fifth anniversary of our becoming a reporting company, (ii) the first fiscal year after our annual gross revenues are $1.0 billion or more, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities, or (iv) as of the end of any fiscal year in which the market value of our Common Stock held by non-affiliates exceeded $75 million as of the end of the second quarter of that fiscal year.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in this Prospectus and in future filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and operating results.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Common Stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides thatOur independent auditors have issued an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Actaudit opinion for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However,our company, which includes a statement describing our going concern status. Our financial status creates doubt whether we are choosing to “opt out” of such extended transition period, andwill continue as a going concern.

Our auditors have issued an opinion regarding the Company’s ability to continue as a going concern and our inability to obtain adequate financing. This means there is substantial doubt we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty regarding our ability to continue in business. As such we will comply with newmay have to cease operations and investors could lose part or revised accounting standards on the relevant dates on which adoptionall of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides thattheir investment in our decisioncompany.

Risks Relating to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.our Common Stock

Our management and principal shareholders have the ability to significantly influence or control matters requiring a shareholder vote and other shareholders may not have the ability to influence corporate transactions. The sale of a large number of shares of Common Stock by our principal shareholders could depress the market price of our common stock.

Currently, our management and principal shareholders beneficially own in excess of a majorityapproximately 63% of our outstanding Common Stock. As a result, they have the ability to determine the outcome on all matters requiring approval of our shareholders, including the election of directors and approval of significant corporate transactions.

Risks RelatingOur Common Stock is considered a “penny stock,” and any investment in our shares is considered to be a high-risk investment and is subject to restrictions on marketability. “Penny Stock” rules may make buying or selling our Common Stock difficult. Limitations upon Broker-Dealers Effecting Transactions in “Penny Stocks”

ThereTrading in our Common Stock is nosubject to material limitations as a consequence of regulations which limit the activities of broker-dealers effecting transactions in “penny stocks.” Pursuant to Rule 3a51-1 under the Exchange Act, our Common Stock is a “penny stock” because it (i) is not listed on any national securities exchange (ii) has a market price of less than $5.00 per share, and (iii) its issuer (the Company) has net tangible assets less than $2,000,000 (if the issuer has been in business for at least three (3) years) or $5,000,000 (if the issuer has been in business for less than three (3) years).

Rule 15g-9 promulgated under the Exchange Act imposes limitations upon trading activities on “penny stocks”, which makes selling our Common Stock more difficult compared to selling securities which are not “penny stocks.” Rule 15a-9 restricts the solicitation of sales of “penny stocks” by broker-dealers unless the broker first (i) obtains from the purchaser information concerning his financial situation, investment experience and investment objectives, (ii) reasonably determines that the purchaser has sufficient knowledge and experience in financial matters that the person is capable of evaluating the risks of investing in “penny stocks”, and (iii) delivers and receives back from the purchaser a manually signed written statement acknowledging the purchaser’s investment experience and financial sophistication.

Rules 15g-2 through 15g-6 promulgated under the Exchange Act require broker-dealers who engage in transactions in “penny stocks” first to provide their customers with a series of disclosures and documents, including (i) a standardized risk disclosure document identifying the risks inherent in investing in “penny stocks”, (ii) all compensation received by the broker-dealer in connection with the transaction, (iii) current quotation prices and other relevant market for our securitiesdata, and there(iv) monthly account statements reflecting the fair market value of the securities.

There can be no assurance that such a market will develop in the future.

We intend to cause an application to be filed on our behalf to trade our Common Stock on the OTCQB in the near future. There is no assurance that our application will be approved, or once approved that a market will develop in the future or, if developed, that it will continue. In the absence of a public trading market, an investor may be unable to liquidate his investment in our Company.

There are no automated systems for negotiating trades on the OTCQB and it is possibleany broker-dealer which initiates quotations for the price of a stock to go up or down significantly during a lapse of time between placing a market order and its execution, which may affect your trades in our securities.

Because there are no automated systems for negotiating trades on the OTCQB, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders, an order to buy or sell a specific number of shares at the current market price, it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and its execution.

If our application to trade our Common Stock is approved, our stock will be considered a “penny stock” so long as it trades below $5.00 per share. This can adversely affect its liquidity.

If our application to trade our Common Stock on the OTCQB is approved, of which there can be no assurance, it is anticipated that our Common Stock will be considered a “penny stock” and will continue to be considered a penny stockdo so, long as it trades below $5.00 per share and as such, trading in our Common Stock will be subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser’s written consent prior to the transaction.

SEC regulations also require additional disclosure in connection with any trades involving a “penny stock,” including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers byloss of any such requirements may discourage broker-dealers from recommending transactions in our securities, which could severely limit the liquidity of our securities and consequently adversely affect the market price for our securities. In addition, few broker or dealers arebroker-dealer likely to undertake these compliance activities. Other risks associated with trading in penny stocks could also be price fluctuations and the lack ofwould have a liquid market.

Anymaterial adverse effect on the market price of our Common Stock.

The market price of our Common Stock could make it difficult for us to raise additional capital through sales of equity securities at a time and at a price that we deem appropriate.may fluctuate significantly in the future.

We expect that the market price of our Common Stock may fluctuate in response to one or more of the following factors, many of which are beyond our control:

Sales of substantial amounts of our Common Stock, or in anticipation that such sales could occur, may materially and adversely affect prevailing market prices for our Common Stock, if and when such a market develops in the future.

The market price of our Common Stock may fluctuate significantly in the future.

If our application to trade our Common Stock on the OTCQB is approved, we expect that the market price of our Common Stock may fluctuate in response to one or more of the following factors, many of which are beyond our control:

The price at which you purchase shares of our Common Stock may not be indicative of the price that will prevail in the trading market. You may be unable to sell your shares of Common Stock at or above your purchase price, which may result in substantial losses to you and which may include the complete loss of your investment. In the past, securities class action litigation has often been brought against a company following periods of stock price volatility. We may be the target of similar litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and our resources away from our business. Any of the risks described above could adversely affect our sales and profitability and also the price of our Common Stock.

ProvisionsThe provisions of our Articles of Incorporation and Bylaws may delay or prevent a take-over that may not be in the best interests of our stockholders.

Provisions of our Articles of Incorporation and Bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act, the Dodd-Frank Act, and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company,” as defined in the Jumpstart our Business Startups Act, or the JOBS Act. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may need to hire more employees in the future or engage outside consultants, which will increase our costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

However, for as long as we remain an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

We would cease to be an “emerging growth company” upon the earliest of: (i) the first fiscal year following the fifth anniversary of this offering, (ii) the first fiscal year after our annual gross revenues are $1.0 billion or more, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities, or (iv) as of the end of any fiscal year in which the market value of our Common Stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage once we put such coverages in place, which we intend to implement in the near future. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in this Prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and operating results.

The market price for our Common Stock willmay be particularly volatile given our status as a relatively unknown company, with a limited operating history and lack of profits, which could lead to wide fluctuations in our share price. You may be unable to sell your Common Stock at or above your purchase price, which may result in substantial losses to you.

While there is no market for

The price of our Common Stock our price volatility in the future willmay be particularly volatile when compared to the shares of larger, more established companies that trade on a national securities exchange and have large public floats. The volatility in our share price will be attributable to a number of factors. First, our Common Stock will be, compared to the shares of such larger, more established companies, sporadically and thinly traded. As a consequence of this limited liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price forof our shares could decline precipitously in the event that a large number of our Common Stock are sold on the market without commensurate demand. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a larger, more established company that trades on a national securities exchange and has a large public float. Many of these factors are beyond our control and may decrease the market price of our Common Stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our Common Stock will be at any time.

Our future results may vary significantly, which may adversely affect the price of our Common Stock.

It is possible that our quarterly revenues and operating results may vary significantly in the future and that period-to-period comparisons of our revenues and operating results are not necessarily meaningful indicators of the future. You should not rely on the results of one quarter as an indication of our future performance. It is also possible that in some future quarters, our revenues and operating results will fall below our expectations or the expectations of market analysts and investors. If we do not meet these expectations, the price of our Common Stock may decline significantly.

WeOur internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Our internal controls may be inadequate or ineffective, which could cause financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have a material adverse effect on the Company’s business, financial condition, results of operations and future prospects.

However, our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are classified asno longer an “emerging growth company” as welldefined in the JOBS Act if we take advantage of the exemptions available to us through the JOBS Act.

The costs of being a public company could result in us being unable to continue as a going concern.

As a public company, we are required to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of maintaining a public company reporting requirements could be significant and may preclude us from seeking financing or equity investment on terms acceptable to us and our shareholders. We estimate these costs to be in excess of $100,000 per year and may be higher if our business volume or business activity increases significantly. Our current estimate of costs does not include the necessary expenses associated with compliance, documentation and specific reporting requirements of Section 404 as we will not be subject to the full reporting requirements of Section 404 until we exceed $700 million in market capitalization or we decide to opt-out of the “emerging growth company” as defined under the JOBS Act. This exemption is available to us under the JOBS Act or until we have been public for more than five years.

If our revenues are insufficient or non-existent, and/or we cannot satisfy many of these costs through the issuance of shares or debt, we may be unable to satisfy these costs in the normal course of business. This would certainly result in our being unable to continue as a going concern.

We are an “emerging growth company” under the JOBS Act of 2012 and a “smaller reporting company” and, we cannot be certain ifas a result of the reduced disclosure and governance requirements applicable to emerging growth companies and smaller reporting companies, will make our Common Stock may be less attractive to investors.

As a reporting company under the Exchange Act, we expect to be classified asWe are an "emerging“emerging growth company,"company”, as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Sectionsection 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 (the “Securities Act” or “33 Act”) for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably opted outare choosing to take advantage of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.standards.

We couldwill remain an “emerging growth company” for up to five years, or until the earliest of:earlier of (i) the last day of the first fiscalyear following the fifth anniversary of the date of the completion of our initial public offering, (ii) the last day of the year in which ourwe have total annual gross revenues exceed $1revenue of at least $1.07 billion, (ii)(iii) the date thatlast day of the year in which we becomeare deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Common Stock that is held by non-affiliates exceeds $700exceeded $700.0 million as of the last business day of our most recently completedthe second fiscal quarter of such year, or (iii)(iv) the date on which we have issued more than $1$1.0 billion in non-convertible debt securities during the precedingprior three-year period.period..

Notwithstanding the above,Even after we expect thatno longer qualify as an “emerging growth company,” we would be a “smaller reporting company.” In the event that we aremay still consideredqualify as a “smaller reporting company,” at such time are we ceasewhich would allow us to continue to take advantage of many of the same exemptions from disclosure requirements, including, among other things, not being an “emerging growth company,” the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company.” Specifically, similar to “emerging growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt fromcomply with the provisionsauditor attestation requirements of Section 404(b)404 of the Sarbanes-Oxley Act, requiring that independent registered public accounting firms provide an attestation reportpresenting only the two most recent fiscal years of audited financial statements in our Annual Report on the effectiveness of internal control over financial reporting;Form 10-K and have certain other decreasedreduced disclosure obligations regarding executive compensation in their SEC filings. Decreased disclosures inthis prospectus and our SEC filings due to ourperiodic reports and proxy statements.

Our status as an “emerging growth company” or “smaller reporting company”under the JOBS Act may make it hardermore difficult to raise capital as and when we need it.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors, and it may be difficult for us to analyzeraise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares.

Our Board of Directors has authority, without action or vote of the shareholders, to issue all or part of our authorized shares that are not issued. In addition, we may attempt to raise additional capital by selling shares, possibly at a deep discount to the market. These actions will result in dilution of the ownership interests of existing shareholders, further dilute Common Stock book value, and that dilution may be material.

There is a limited trading market for our shares of common stock on the OTCQB. You may not be able to sell your shares of common stock if you require funds.

Our Common Stock is traded on the OTCQB, an inter-dealer automated quotation system for equity securities. There has been limited trading activity in our Common Stock. We consider our Common Stock to be “thinly traded” and any last reported sale prices might not be a true market-based valuation of the Common Stock. Stockholders may experience difficulty selling their shares if they choose to do so because of the illiquid market and limited public float for our Common Stock.

Our stock price may be volatile, or may decline regardless of our operating performance, and you could lose all or part of your investment as a result.

You should consider an investment in our Common Stock to be risky, and you should invest in our Common Stock only if you can withstand a significant loss and wide fluctuation in the market value of your investment. The market price of our Common Stock could be subject to significant fluctuations in response to the factors described in this section and other factors, many of which are beyond our control. Among the factors that could affect our stock price are:

In addition, the securities markets have experienced significant price and volume fluctuations that have affected and continue to affect the market price of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations, as well as general economic, systemic, political and market conditions, such as recessions, loss of investor confidence, interest rate changes, or international currency fluctuations, may negatively affect the market price of our shares.

If any of the foregoing occurs, it could cause our stock price to fall and may expose us to securities class action litigation that, even if unsuccessful, could be costly to defend and a distraction to management.

The trading market for our Common Stock will be influenced by the research and reports that equity research analysts publish about us and our business. The price of our Common Stock could decline if one or more securities analysts downgrade our Common Stock or if those analysts issue a sell recommendation or other unfavorable commentary or cease publishing reports about us or our business. If one or more of the analysts who elect to cover us downgrade our common shares, our share price could decline rapidly. If one or more of these analysts cease coverage of us, we could lose visibility in the market, which in turn could cause our share price and trading volume to decline.

If we fail to remain current on our SEC reporting requirements, we could be removed from the OTCQB marketplace, which would limit the ability of broker-dealers to sell our securities in the secondary market.

Companies trading on the OTCQB must be SEC reporting issuers under Section 12 of the Exchange Act and must be current in their reporting obligations, in order to maintain price quotation privileges on the OTCQB marketplace. As a result, the market liquidity for our securities could be severely and adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of shareholders to sell their securities in the secondary market if our Common Stock is not eligible to be quoted on the OTCQB marketplace. This may have an adverse material effect on the Company’s business operations.

We do not intend to pay dividends on our Common Stock.

We intend to retain all of our earnings, if any, for the foreseeable future to finance the operation and expansion of our business and do not anticipate paying cash dividends. Any future determination to pay dividends will be at the discretion of our board of directors, subject to compliance with applicable law and any contractual provisions, and will depend on, among other factors, our results of operations, financial condition, capital requirements and other factors that our board of directors deems relevant. As a result, you should expect to receive a return on your investment in our Common Stock only if the market price of the Common Stock increases, which may never occur.

Shares of our Common Stock issuable upon conversion of the outstanding convertible notes may represent overhang that may also adversely affect the market price of our Common Stock.

Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of the company’s stock will decrease, and any additional shares which shareholders attempt to sell in the market will only further decrease the share price. The convertible notes will be convertible into shares of our common stock at a discount to the market as described above, and such discount to market provides the holders with the ability to sell their common stock at or below market and still make a profit. In the event of such an overhang, the noteholders will have an incentive to sell their common stock as quickly as possible. If the share volume of our common stock cannot absorb the discounted shares, then the value of our common stock will likely decrease. Notwithstanding the above, we hope to repay the convertible notes in full before any conversions take place.

We could face significant penalties for our failure to comply with the terms of our outstanding convertible notes.

Our convertible notes contain positive and negative covenants and customary events of default including requiring us in many cases to timely file SEC reports. In the event we fail to timely file our SEC reports in the future, or any other events of defaults occur under the notes, we could face significant penalties and/or liquidated damages and/or the conversion price of such notes could be adjusted downward significantly, all of which could have a material adverse effect on our results of operations and financial prospects. Should we ceasecondition, or cause any investment in the Company to decline in value or become worthless.

Certain of our outstanding convertible promissory notes include favored nation rights.

Certain of our outstanding convertible promissory notes include provisions which provide that, so long as such notes are outstanding, the Company shall not enter into any public or private offering of its securities (including securities convertible into shares of our Common Stock) with any individual or entity that has the effect of establishing rights or otherwise benefiting such other investor in a manner more favorable in any material respect to such other investor than the rights and benefits established in favor of the holder of our convertible notes unless, in any such case, the holder has been provided with such rights and benefits pursuant to a definitive written agreement or agreements between the Company and the holder. Such favored nations provisions could be triggered in the future and could materially change the terms of the notes. In the event any favored nations provisions of the notes are triggered, it may cause the terms of such notes to be an “emerging growth company” but remainmaterially amended in favor of the holders thereof, cause significant dilution to existing shareholders, and otherwise have a “smaller reporting company”, we would be required to: (1) comply with new or revised US GAAP accounting standards applicable to public companies, (2) comply with new Public Company Accounting Oversight Board requirements applicable tomaterial adverse effect on the audits of public companies, and (3) to make additional disclosures with respect to related party transactions, namely Item 404(d).Company.

Risks Relating To This Offering

The sale of shares of our Common Stock to MacRab under the Purchase Agreement may cause dilution, and the subsequent resale of the shares of our Common Stock acquired by MacRab, or the perception that such resales may occur, could cause the price of our Common Stock to fall.

Under the Purchase Agreement, we may require MacRab to purchase up to $7.5 million of our Common Stock, except that, pursuant to the terms of the Purchase Agreement, we would be unable to sell shares to MacRab if such purchase would result in its beneficial ownership of more than 4.99% of our outstanding Common Stock. After MacRab has acquired our shares, it may sell all, some, or none of those shares. Therefore, sales to MacRab by us could result in substantial dilution to the interests of other holders of our Common Stock. Additionally, the sale of a substantial number of shares of our Common Stock to MacRab, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish. Under the Purchase Agreement, The per-share purchase price for our shares to MacRab will be equal to 90% of the of the average of the volume weighted average price of the common stock for six trading days following the clearing date associated with the put notice delivered by the Company to MacRab during which the purchase price is valued. Depending on market liquidity at the time, resales of these shares may cause the trading price of our Common Stock to fall.

ThereMacRab will pay less than the then-prevailing market price for our Common Stock.

We will sell shares of our Common Stock to MacRab pursuant to the Purchase Agreement at 90% of the VWAP average of the Common Stock on OTCQB during six consecutive trading days immediately following the clearing date associated with the applicable put notice during which the purchase price is no publicvalued. MacRab has a financial incentive to sell our Common Stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market forprice. If MacRab sells the securities and even if a market is created,shares, the market price of our Common Stock will be subject to volatility.could decrease.

Prior to this Offering, there has been no public market for our securities and there can be no assurance that an active trading market for the securities offered herein will develop after this Offering, or, if developed, be sustained. We anticipate that, upon completion of this Offering, we will cause an application to be filed on our behalf to list our Common Stock for trading on the OTCQB. If for any reason, however, our application is not approved or if and when listed we do not take all action necessary to allow such market to continue quotation on the OTCQB or a public trading market does not develop, purchasersThe issuance of our Common Stock upon exercise of our outstanding warrants in this Offering will cause immediate and substantial dilution.

The issuance of shares of our Common Stock upon exercise of warrants by the Selling Shareholders, including MacRab, will result in immediate and substantial dilution to the interests of other stockholders since the holders of the warrants may have difficultyultimately receive and sell the full number of shares issuable in connection with exercise of such warrants. Although the warrants may not be converted or exercised if such conversion or exercise would cause the holders thereof to own more than 4.99% of our outstanding Common Stock, this restriction does not prevent the holders of the warrants from converting or exercising some of their holdings, selling those shares, and then converting or exercising the rest of their securities should they desireholdings, while still staying below the 4.99% limit. In this way, the holders of these warrants could sell more than any applicable ownership limit while never actually holding more shares than the applicable limits allow. If the holders of the warrants choose to do so andthis, it will cause substantial dilution for the then holders may lose their entire investment.of our Common Stock.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low pricedlow-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may have the effect of reducing the level of trading activity in our Common Stock. As a result, fewer broker-dealers may be willing to make a market in our Common Stock, reducing a stockholder’s ability to resell shares of our Common Stock.

Because our Common Stock is deemed a low-priced “penny stock,” it will be cumbersome for brokers and dealers to trade in our Common Stock, making the market for our Common Stock less liquid and negatively affect the price of our stock.

We will be subject to certain provisions of the Exchange Act, commonly referred to as the “penny stock” rules as defined in Rule 3a51-1. A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Since our stock is deemed to be a penny stock, trading is subject to additional sales practice requirements of broker-dealers. These require a broker-dealer to:

Consequently, penny stock rules and FINRA rules may restrict the ability or willingness of broker-dealers to trade and/or maintain a market in our Common Stock. Also, prospective investors may not want to get involved with the additional administrative requirements, which may have a material adverse effect on the trading of our shares.

State securities laws may limit secondary trading, which may restrict the states in which you can sell the shares offered by this Prospectus.

If you purchase shares of our Common Stock sold in this Offering, you may not be able to resell the shares in any state unless and until the shares of our Common Stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our Common Stock for secondary trading or identifying an available exemption for secondary trading in our Common Stock in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, our Common Stock in any particular state, our Common Stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our Common Stock, the market for our Common Stock will be limited which could drive down the market price of our Common Stock and reduce the liquidity of the shares of our Common Stock and a stockholder’s ability to resell shares of our Common Stock at all or at current market prices, which could increase a stockholder’s risk of losing some or all of his investment.

SELLING STOCKHOLDERS

This Prospectus covers the resale by the Selling Stockholders identified in this section of up to an aggregate of 77,081,584 Shares, which includes (i) up to 72,606,584 shares to be purchased by MacRab pursuant to the Purchase Agreement as of the date of this Prospectus; (ii) 750,000 Warrant Shares issuable to MacRab upon exercise of MacRab Warrant; (iii) 1,000,000 shares issuable upon exercise of warrants issued to JSC, at an exercise price of $0.10 per share, pursuant to the JSC Purchase Agreement; (iv) 1,000,000 shares issuable upon exercise of warrants issued to Firstfire, at an exercise price of $0.10 per share pursuant to the Firstfire Purchase Agreement; (v) 862,500 shares issuable upon exercise of warrants issued to GS Capital at an exercise price of $0.10 per share pursuant to the CS Capital Purchase Agreement; and (vi) 862,500 shares issuable upon exercise of warrants issued to Coventry at an exercise price of $0.10 per share pursuant to the Coventry Purchase Agreement.

The Initial Registration Statement under the Purchase Agreement and the Registration Rights Agreement with MacRab

On January 21, 2022, the Company filed the Initial Registration Statement pursuant to the Purchase Agreement and the Registration Rights Agreement with MacRab, in which it registered for resale by selling stockholders identified therein, including MacRab and Fourth Man, up to up to 96,487,250 shares of its Common Stock, and including, among other shares, (i) up to 75,000,000 shares of Common Stock issuable to MacRab upon its purchase of the Maximum Amount pursuant to the Purchase Agreement and; (ii) 750,000 Warrant Shares issuable to MacRab pursuant to the exercise of MacRab Warrant.(iii) up to 6,840,000 shares issuable upon conversion of the principal and accrued interest at maturity of the Fourth Man Note, at a conversion price of $0.025 per share; (iii) 607,000 commitment shares issued to Fourth Man and (iv) 1,500,000 shares issuable upon conversion of the outstanding Fourth Man Warrants. The Initial Registration Statement was declared effective by the SEC on September 9, 2022. Fourth Man sold all of the shares registered for resale under the Initial Registration Statement issued upon conversion of the Fourth Man Note and exercise of the Fourth Man Warrants.

On April 26, 2023, the Company sold and issued to MacRab 1,502,502 shares of its Common Stock to MacRab under the Purchase Agreement at the purchase price of $0.0333. On August 17, 2023, the Company sold and issued to MacRab a second tranche of 890,914 shares at the purchase price of $0.02223 per share. No additional Shares were issued by the Company to MacRab or sold by MacRab under the Initial Registration Statement.

On January 11, 2024, the Company filed post-effective amendment No. 1 to the Initial Registration Statement in which it deregistered all securities that were previously registered under the Initial Registration Statement but remained unsold and unissued. These securities included 73,356,584 shares of Common Stock registered for resale by MacRab that have not been issued by the Company and have not been sold by MacRab. The Company is registering these 73,356,584 shares of Common Stock for resale by MacRab pursuant to this Prospectus contained in this registration statement.

The Selling Stockholders may dispose of the shares covered by this Prospectus from time to time at such prices as they may choose. The following table provides, as of the date of this Prospectus, information regarding the beneficial ownership of our Common Stock held by the Selling Stockholders and the percentage owned by the Selling Stockholders. The Shares being offered hereby are being registered to permit public secondary trading, and the Selling Stockholders may offer all or part of the Shares for resale from time to time. However, the Selling Stockholders are under no obligation to sell all or any portion of the Shares.

______________________

* Assuming all of the shares registered below are sold by the Selling Stockholders, none of the Selling Stockholders will own 4.99% or more or our Common Stock.

(1) The number of shares of Common Stock is indicated herein solely for the purposes of making a good faith estimate as to the number of shares issuable to be registered pursuant to this Prospectus.

(2) Includes (a) up to 72,606,584 shares of our Common Stock issuable pursuant to the Purchase Agreement after 2,393,416 shares of Common Stock under the Purchase Agreement were issued by the Company to MacRab and 750,000 shares of our Common Stock issuable upon exercise of the outstanding Warrant held by MacRab.

(3) Includes (a) up to 11,000,000 shares of Common Stock issuable upon conversion of the JSC Note; (b) 500,000 Commitment Shares; and (c) up to 1,000,000 shares issuable upon exercise of warrants issued to JSC, at an exercise price of $0.10 per share pursuant to the JSC Purchase Agreement registered pursuant to this Prospectus; and (d) additional 3,000,000 shares of Common Stock issued upon amendment of the warrant issued to JSC.

(4) Includes (a) up to 12,100,000 shares of Common Stock issuable upon conversion of the Firstfire Note; (b) 500,000 Commitment Shares, and (c) up to 1,000,000 shares issuable upon exercise of warrants issued to Firstfire, at an exercise price of $0.10 per share pursuant to the Firstfire Purchase Agreement registered pursuant to this Prospectus.

(5) Includes (a) up to 11,500,000 shares of Common Stock issuable upon conversion of the CS Capital Note; (b) 500,000 Commitment Shares; (c) 1,500,000 Returnable Shares, which are held in book-entry and returnable to the Company by CS Capital Partners LLC unless there is an uncured default during the 12-month term of the Note issued to GS Capital Partners LLC; and (d) 862,500 shares of Common Stock issuable upon exercise of warrants issued to GS Capital at an exercise price of $0.10 per share pursuant to the CS Capital Purchase Agreement, registered pursuant to this Prospectus.

(6) Includes (a) up to 12,650,000 shares of Common Stock issuable upon conversion of the Coventry Note: (b) 500,000 Commitment Shares; (c) 1,500,000 Returnable Shares, 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 issued to GS Capital Partners LLC; and (c) 862,500 shares of Common Stock issuable upon exercise of warrants issued Coventry at an exercise price of $0.10 per share pursuant to the Coventry Purchase Agreement, registered pursuant to this Prospectus.

(7) Mackey McFarlane, manager of MacRab LLC, has sole voting and dispositive power over the shares held by or issuable to MacRab LLC. Mr. McFarlane disclaims beneficial ownership over the securities listed except to the extent of his pecuniary interest therein. The principal business address of MacRab LLC is 738 Mandalay Grove Ct. Merritt Island, FL 32953.

(8) Brian Goldberg, Managing Member of Jefferson Street Capital LLC, has sole voting and dispositive power over the shares held by or issuable to Jefferson Street Capital LLC. Mr. Goldberg disclaims beneficial ownership over the securities listed except to the extent of his pecuniary interest therein. The principal business address of Jefferson Street Capital LLC 720 Monroe Street, Suite C401B, Hoboken, New Jersey 07030.

(9) Eli Fireman, Managing Member of Firstfire Global Opportunities Fund LLC, has sole voting and dispositive power over the shares held by or issuable to Firstfire Global Opportunities Fund LLC. Mr. Fireman disclaims beneficial ownership over the securities listed except to the extent of his pecuniary interest therein. The principal business address of Firstfire Global Opportunities Fund LLC is 1040 1st Avenue, New York, NY10022.

(10) Gabe Sayegh, Manager of GS Capital Partners, LLC, has sole voting and dispositive power over shares held by or issuable to GS Capital Partners, LLC. Mr. Sayegh disclaims beneficial ownership over the securities listed except to the extent of his pecuniary interest therein. The principal business address of GS Capital Partners, LLC is 1325 Airmotive Way, Suite 202, Reno NV, 89502.

(11) Jack Bodenstein, Managing Member of Coventry Enterprises LLC, has sole voting and dispositive power over shares held by or issuable to Coventry Enterprises LLC. Mr. Bodenstein disclaims beneficial ownership over the securities listed except to the extent of his pecuniary interest therein. The principal business address of Coventry Enterprises LLC is 80 SW 8th Street, Suite 2000, Miami, FL 33130.

Other than as disclosed above, none of the Selling Stockholders has had a material relationship with us or any of our affiliates other than as a stockholder at any time within the past three years.

Material Relationships with Selling Stockholders.

Other than in connection with the transactions described above, we have not had any material relationships with any Selling Stockholders in the last three (3) years.

USE OF PROCEEDS

This Prospectus relates to shares of our Common Stock that may be offered and sold from time to time by the Selling Stockholders. We will receive none of theno proceeds from the sale of theshares of our Common Stock issued andby the Selling Stockholders under this Prospectus in this Offering. The proceeds from the sales will belong to the Selling Stockholders. However, subject to such limitations set forth in the Purchase Agreement, we may receive gross proceeds of up to $7,500,000 assuming that we sell all of our shares of Common Stock that we have the right, but not the obligation, to sell to the Selling Stockholder under the Purchase Agreement. In connection with the sale of an aggregate 2,393,416 shares to MacRab in 2023, the Company received $49,156.65 in gross proceeds. In addition, to the extent that the warrants held by ourthe Selling Stockholders are exercised for cash, we will receive payment of the exercise price in connection with such exercise. 

We intend to use the proceeds that we receive from the purchases under the Purchase Agreement and the exercise of warrants, if applicable, for general corporate purposes and our working capital requirements, including the costs of preparing this Offering.prospectus and the registration statement of which it forms a part.

DETERMINATION OF THE OFFERING PRICE

There is noThe prices at which the shares of Common Stock covered by this prospectus may be sold will be determined by the prevailing public market price for shares of our Common Stock, by negotiations between the Selling Stockholders and buyers of our Common Stock in private transactions, or as otherwise described in “Plan of Distribution.” The offering price of our Common Stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Our Common Stock may not trade at the market prices in excess of the offering prices for Common Stock in any public market, will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for our Common Stock. We have arbitrarily determined

PLAN OF DISTRIBUTION

The Selling Stockholders and any of their respective pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on any trading market, stock exchange or other trading facility on which the offering pricesecurities are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of our publicly tradable Common Stockthe following methods when selling securities:

The Selling Stockholders may also sell securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities covered hereby, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this Prospectusprospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities will (in the case of MacRab) or may (in the case of Fourth Man, JSC, GS Capital Partners, Firstfire, Coventry) be deemed to be $0.10 per share.“underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. We believeare requesting that each Selling Stockholder inform us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. We will pay certain fees and expenses incurred by us incident to the registration of the securities.

Because the Selling Stockholders will or may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by this price reflectsprospectus which qualify for sale pursuant to Rule 144 under the appropriate priceSecurities Act may be sold under Rule 144 rather than under this prospectus. We are requesting that a potential investor wouldeach Selling Stockholder confirm that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Stockholders.

We intend to keep this prospectus effective until the earlier of (i) the date on which the securities may be willingresold by the Selling Stockholders without registration and without regard to investany volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in our Common Stock at this initial stage of our development. The price was arbitrarily determined and bears no relationship whatsoever to our business plan,compliance with the price paid for our shares by our founders, our assets, earnings, book valuecurrent public information requirement under Rule 144 under the Securities Act or any other criteriarule of value. The offering price should not be regarded as an indicator of the future market pricesimilar effect or (ii) all of the securities whichhave been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is likely to fluctuate.available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and are informing the Selling Stockholders of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

MARKET PRICE OF AND DIVIDENDS ON THE COMPANY'S

COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our Common Stock is quoted on the OTCQB marketplace of OTC Markets under the symbol “KITL.” Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions. On January 12, 2024, the closing price of our Common Stock was $0.0103.

Holders

As of the dateJanuary 16, 2024, there were 149 holders of this Prospectus there is no market forrecord of our Common Stock. We intend to take certain steps to cause a licensed market maker to fileThe number of record holders does not include an application with FINRA to list our Common Stock for trading on the OTCQB. There can be no assurances that our Common Stock will be approved for listing on the OTCQB, or any other existing U.S. trading market.See “RISK FACTORS.”indeterminate number of shareholders whose shares are held by brokers in street name.

Holders

As of the date of this Prospectus we had 93 holders of record for our Common Shares.See “DESCRIPTION OF SECURITIES.”

We are registering the 22,201,650 shares of Common Stock held by 82 holders of our Shares in our registration statement of which this Prospectus is a part.

Dividend Policy

We have not paid any dividends since our incorporation and do not anticipate the payment of dividends in the foreseeable future. At present, our policy is to retain earnings, if any, to develop and market our products.products and implement our business plan. The payment of dividends in the future will depend upon, among other factors, our earnings, capital requirements, and operating financial conditions.

SELLING STOCKHOLDERS

The Selling Stockholders named in this Prospectus are offering the 22,201,250 shares of Common Stock offered through this Prospectus. The Selling Stockholders acquired the 22,201,250 shares of Common Stock offered through this Prospectus from us in either our private placement transactions pursuant to Regulation D promulgated under the 33 Act, via assignment from existing shareholders or as a result of other authorized issuance by our Board of Directors pursuant to available exemptions from registration.

The following table provides as of the date of this Prospectus, information regarding the beneficial ownership of our Common Stock held by each of the Selling Stockholders and the percentage owned by each Selling Stockholder. Assuming all of the shares registered below are sold by the Selling Stockholders, none of the Selling Stockholders will own one percent or more or our Common Stock.

* less than 1%

Antonio andVincenza Ferri are Claudio Ferri’s mother and father. Domenico Ferri is his brother.

Gaetano and Angelo Di Turi are the father and mother of Michele De Turi.

Other than as disclosed above, none of the Selling Stockholders has had a material relationship with us or any of our affiliates other than as a stockholder at any time within the past three years.

PLAN OF DISTRIBUTION

The Selling Stockholders registering Common Stock and any of his/her pledges, assignees, and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on any stock exchange, market, or trading facility on which the shares are traded or in private transactions. The Selling Stockholders may offer shares in transactions at fixed or negotiated prices. We intend to encourage a securities broker-dealer to apply on Form 211 to quote our stock in the OTCQB, concurrent with the date of the Prospectus, but we cannot assure when or whether this application will be approved or that, if approved, quotations of our Common Stock will commence on any trading facility or will result in the development of a viable trading market for our shares sufficient to provide stockholders with the opportunity for liquidity.See “RISK FACTORS.” Sales may be at fixed or negotiated prices. A selling security holder may use any one or more of the following methods when selling shares:

Broker-dealers engaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales in amounts to be negotiated, but in the case of an agency transaction not in excess of a customary brokerage commission, and in the case of a principal transaction a markup or markdown not in excessive amounts. Each Selling Stockholder may be an underwriter, within the meaning of Section 2(a)(11) of the Securities Act. Any broker-dealers or agents that participate in the sale of the Common Stock or interests therein may also be deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit earned on any resale of the shares may be underwriting discounts and commissions under the Securities Act. A Selling Stockholder, who is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act is subject to the Prospectus delivery requirements of the Securities Act.

We are bearing all costs relating to the registration of the Common Stock, which are estimated at approximately $42,386. The Selling Stockholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with the sale of the Common Stock. We are paying the expenses of the Offering because we seek to enable our Common Stock to be traded on the OTCQB. We believe that the registration of the resale of shares on behalf of existing shareholders may facilitate the development of a public market in our Common Stock if our Common Stock is approved for trading on the OTCQB. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages, and liabilities, including liabilities under the 33 Act.

We agreed to keep this Prospectus effective until the earlier of: (i) the date on which the shares may be resold by the Selling Stockholders without registration by reason of Rule 144 under the Securities Act or any other rule of similar effect, or (ii) all of the shares have been sold pursuant to this Prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any person engaged in the distribution of the resale shares may not simultaneously engage in market-making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the selling stockholders or any other person. We will make copies of this Prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this Prospectus to each purchaser at or prior to the time of the sale.

Some of the information in this Prospectus contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” and “continue,” or similar words. You should read statements that contain these words carefully because they:

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “RISK FACTORS” and “DESCRIPTION OF BUSINESS” and elsewhere in this Prospectus.See “RISK FACTORS.”

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Overview

WeThe following discussion should be read in conjunction with our 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 herein 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 a Florida corporation incorporatedstatements not based on March 7, 2013, focused on developing a fast casual food dining chain restaurant business. We commencedhistorical information and which relate to future operations, by opening our initial corporately owned location in Fort Lauderdale, Florida, in May 2015. We opened three additional locations by April 2016, all in Southern Florida, through a working relationship with Wyndham Hotels. In September 2017, Hurricane Irma causedstrategies, financial results, or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant damage to the area. As a result, we closed all of our stores for renovation following the storm. We reopened two of these locations but elected not to reopen our 4^th location. See “Business - Restaurant Development” below. If we are able to raise additional capital,business, economic and competitive uncertainties, and contingencies, many of which there is no assurance,are beyond our intention iscontrol and many of which, with respect to own and operate up to 10 of our restaurants and utilize them as a showcase in the marketing of our proposed franchise operations.

In May 2017, we completed our National Franchise License and now have the ability to sell franchises in all of the states in the US except for New York, Virginia and Maryland which we intend to add at later dates if sufficient demand exists. In June 2017, we completed the sales of two franchise locations in Florida. We anticipate commencement of the building and development of these locations by the end of 2018.

We have never beenfuture 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 bankruptcy proceeding. Our principal offices are located at 80 SW 8^th St. Suite 2000, Miami, Florida, 33130, telephone (305) 423-7129 andforward-looking statements made by, or on our website is www.kissesfromitaly.com.behalf. We disclaim any obligation to update forward-looking statements.

Results of Operations

Comparison of Results of Operations for the yearsthree months ended December 31, 2017September 30, 2023, and 2016September 30, 2022

During

Revenue and Cost of Sales

Total revenues for the yearthree months ended December 31, 2017, we generated revenues of $740,412September 30, 2023, were $26,567 compared to revenues of $928,624$101,522 during the yearthree months ended December 31, 2016, aSeptember 30, 2022. The decrease of $188,212. We believe this decrease arosein revenue is primarily as a result of Hurricane Irma, which caused significant damageattributable to the area in September 2017. All of our restaurants were closed until January 2018 in order to renovate the premises from the damage done by the hurricane. Our 2017 revenue represents approximately 8+ months of operations, while 2016 represents a full year of operations. Further, the economy in Southern Florida is seasonal, as the population increases significantly beginning in the fall, through the spring. Because we closed during fourwinding down and closing of the busiest months of the year because of the seasonality of the Southern Florida economy. Additionally, during the year ended December 31, 2017, we generated our initial revenue of approximately $30,000 from the sale of our initial 2 franchises.Company’s Wyndham store.

Cost of goods sold were $300,958 in 2017,during the three months ended September 30, 2023, was $8,268 compared to $405,363$56,179 during the three months ended September 30, 2022. This is attributable to lower sales volumes.

Operating expenses

Operating expenses were $1,400,388 for the three months ended September 30, 2023, compared to $214,298 during the three months ended September 30, 2022. The increase in 2016,expenses in the three-month period ended September 30, 2023, is primarily attributable to stock-based compensation of $1,249,000 during the three months ended September 30, 2023, as compared to $-0- in during the same period in 2022. Payroll costs for the three months ended September 30, 2023, were $30,685, as compared to 48,575 for the corresponding period ended September 30, 2022, reflecting a decrease of $104,405,$17,890. Consulting and professional fees for the three-month period ended September 30, 2023, were $8,861, as compared to $43,786 for the corresponding period ended September 30, 2022, representing a decrease of $34,925. General and administrative expenses were $83,266 for the three months ended September 30, 2023, as compared to $93,716 for the corresponding period ended September 30, 2022, representing a decrease of $10,450. For the three-month period ended September 30, 2023, we had a loss from operations in the amount of $1,382,089 as compared to $168,955 for the corresponding period ended September 30, 2022.

Other income and expense

Other expenses comprised of interest expense and change in the fair value of derivative liability were $830,306 for the three months ended September 30, 2023, as compared to $118,536 during the three months ended September 30, 2022.  The material increase in other expenses is attributable to an increase of $821,181 in interest and financing costs from financing arrangements during the three months ended 2023, offset by a reduction of $109,411 in the change in the fair value of the derivative liability.

Net Loss

As a result of operations and sales being affected by Hurricane Irma, which greatly affected the area in early September 2017. We expect that cost of goods will remain relatively constant at 40% of gross revenues for our corporate owned restaurants.

Operating expensesforegoing, during the yearthree months ended December 31, 2017, were $1,042,747, compared to operating expenses of $1,209,492September 30, 2023, we incurred during the year ended December 31, 2016, a decrease of $166,745. This decrease arose from our stores being closed for the last calendar quarter of 2017 due to Hurricane Irma, as well as decreased executive compensation of $86,473, consulting and professional fees of $37,015, and payroll expense of $56,263. However, we did incur franchise consulting fees during 2017 that we did not incur in 2016. All other operating expenses remained relatively constant in 2017 and 2016.

As a result, we generated a net loss of $639,144 during$2,248,332 attributable to the year ended December 31, 2017 ($0.01 per share),Company compared to a net loss of $697,093$281,895 during the yearcorresponding period ended December 31, 2016 ($0.01 per share).September 30, 2022.

Comparison of Results of Operations for the Nine months ended September 30, 2023, and September 30, 2022

Revenue and Cost of Sales

Total revenues for the nine months ended September 30, 2023 were $203,406, as compared to $311,484 during the nine months ended September 30, 2022. Cost of goods sold during the nine months ended September 30, 2023 was $96,259, as compared to $162,125 during the nine months ended September 30, 2022, resulting in a gross profit of $107,147 and 149,359 for the nine months ended September 30, 2023 and 2022, respectively. This is attributable to lower sales volumes due to the winding down of the Company’s Wyndham location.

During the first quarter of 2023, the Company began transitioning its business model, as a result of the Company’s new partnership with celebrity Chef, Scott Conant, and the creation of a new brand, named ‘The Ponte San’gwich Shoppe and Italian Deli^SM’ which is wholly owned by the Company and of which the sales and development of the new franchise brand will be headed by the Company’s franchise consultant, Fransmart.

Operating expenses

Operating expenses were $3,155,793 for the nine months ended September 30, 2023, as compared to $556,124 during the nine months ended September 30, 2022. The increase in expenses during the nine-month period ended September 30, 2023 is primarily attributable to stock-based compensation of $2,503,000 in 2023, as compared to $5,170 during the corresponding period in 2022. Payroll costs for the nine months ended September 30, 2023 were $123,255, as compared to $88,120 for the corresponding period ended September 30, 2022, reflecting an increase of $35,135. Consulting fees and professional fees for the nine-month period ended September 30, 2023 were $234,570, as compared to $164,637 for the corresponding period ended September 30, 2022, representing an increase of $69,933, offset by a reduction in general and administrative expense of $29,974, which were $169,968 for the nine months ended September 30, 2023, as compared to $199,942 for the corresponding period ended September 30, 2022.

Other income and expense

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

Net Loss

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

Liquidity and Capital Resources

At December 31, 2017,On September 30, 2023, we had $51,955$107,837 in cash.cash and cash equivalents.

Net cash used in operating activities was ($115,066)$708,065 during the yearnine months ended December 31, 2017,September 30, 2023, compared to ($121,560) during 2016. This nominal decrease in the$509,408 cash used in 2017 compared to 2016 wasoperating activities during the nine months ended September 30, 2022. The increase in cash used during the nine months ended September 30, 2023 period is primarily attributable to anthe increase in loans payable in 2017,operating losses, net of non-cash items, offset by higher accrued liabilitieschanges in operating assets and liabilities.

Net cash provided by financing activities was $491,409 for the nine months ended September 30, 2023, compared to $805,000 during 2016.the nine months ended September 30, 2022. The reason for the decrease in cash provided by financing activities during the nine months ended September 30, 2023 is primarily attributable to a reduction in net proceeds from convertible and promissory notes of approximately $375,000, offsets by proceeds from the Company equity line of approximately $65,000 compared to $-0- in the comparable period in 2022.

We estimate that we will need approximately $1,000,000 to fully effectuate our business development plans, including opening additional company-owned restaurants and continuing to develop and enhance the marketing of our franchise concept.

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

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.

Cash flows provided or used in investing activities were $$671 and $37,334 during the years ended December 31, 2017 and 2016, respectively.Going Concern

Cash flows provided or used by financing activities for the years ended December 31, 2017 and 2016 were $135,000 and $169,875, respectively. All of net cash was provided from the issuance of capital stock and will vary from period to period based on the effectiveness of our fund raising efforts.

Our consolidated financial statements have beenwere prepared assuming that we will continue as a going concern which contemplatesand 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-month periodtwelve months following the date of these financial statements. We have incurred annual losses since inception and expectstatements 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 incur additional losses in future periods.

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.

We have two asset-based linesComparison of creditResults of $25,000, each with two separate lenders. The amount of credit available to be accessed is dependent on the amount of documented credit receipts received by our restaurants. The due dates on these credit advances are typically between 90 and 180 days. The interest rate on the facilities are approximately 38% and 31%, respectively, plus additional processing fees of approximately 5%. As of the date of this Prospectus we were in compliance with the terms of these loans. We recorded interest expense on these facilities of $48,336 and $15,643Operations for the years ended December 31, 20172022, and 2016, respectively. As2021

Revenue and Cost of Sales

Total revenues for the year ended December 31, 2017,2022, were $391,447 compared to $400,662 during the year ended December 31, 2021. Revenues for the year ended December 31, 2022 was comprised of $365,970 in food sales and 2016, loan payable balances$25,477 in sales of branded products to retail locations in Canada; compared to food sales of $364,662 and franchise sales of $36,116 during the year ended December 31, 2021. The revenues in 2022 were $45,119comparable to 2021 due to no change in the retail environment for our products. We are working on new concepts and $12,551 respectively.menu changes but there can be no assurances that these changes will be successful.

During 2016Cost of goods sold during the year ended December 31, 2022 was $213,106 compared to $203,121 during the year ended December 31, 2021. This slight increase in cost of sales in 2022 over 2021 levels is attributable to higher food costs in 2022, offset by improved operating efficiencies.

Operating expenses

Operating expenses were $675,579 for the year ended December 31, 2022, compared to $4,337,390 during the year ended December 31, 2021. Non-cash stock-based compensation was $5,170 and 2017$3,765,5911 for the years ended December 31, 2022 and December 31, 2021, respectively. Excluding the stock-based compensation in both periods, operating expenses were $675,579 for the year ended December 31, 2022 compared to $571,999 for the year ended December 31, 2021. This is primarily attributable to increased general and administrative expenses due to inflationary factors as well increased corporate activity.

Other income and expense

Other expenses comprising interest expense and change in the fair value of the derivative liability was $362,467 for the year ended December 31, 2022 compared to $798,877 during the year December 31, 2021. The decrease in other expenses is attributable to fewer conversions of equity instruments with beneficial conversion issues in which interest expense was recognized in 2021 compared to 2022, a gain of $34,373 from the extinguishment of debt, partially offset by an increase of $73,398 due to the recognition of a derivative liability in 2022 compared to zero in the 2021 period.

Net Loss

As a result of the forgoing, the net loss attributable to Kisses From Italy Inc. for the year ended December 31, 2022 was $847,385 compared to a net loss attributable to Kisses of Italy, Inc of $4,942,113 for same period ended December 31, 2021. The decrease in the net loss in the 2022 period is primarily attributable to a decrease of $3,760,421 of non-cash stock based compensation, decreased other expense in 2022 partially offset by increased general and administrative expenses.

Liquidity and Capital Resources

On December 31, 2022, we raised an aggregatehad $324,493 in cash and cash equivalents.

Net cash used in operating activities was $579,140 during the year ended December 31, 2022, compared to net cash used of $304,785$451,591 during the year ended December 31, 2021. The increase in net cash used in operating activities of $127,459 is primarily attributable to increased operating losses net of non-cash items compared to the year ended December 31, 2021.

Net cash used in investing activities was $40,852 due to the purchase of fixed assets during the year ended December 31, 2022, compared to $1,910 during the period ended December 30, 2021.

Net cash provided by financing activities was $805,000 for the year ended December 31, 2022, compared to $555,650 during the year ended December 31, 2021. The difference in the 2022 period compared to 2021 is attributable to proceeds of $550,000 from convertible notes, $250,000 from proceeds in notes payable, compared to $435,650 in proceeds from the sale of our common stock includingand $120,000 in proceeds from the sale of 1,350,000 shares in 2017 and 1,698,750 shares in 2016. We utilized these fundspreferred stock.

During the next year, we estimate that we will need approximately $1,000,000 to implementfully effectuate our business plan, including opening of our 3 restaurants and development and commencement of the sale of franchises. In order to continue this development,plans, including opening additional company ownedcompany-owned restaurants and continuing to develop and enhance the marketing of our franchise concept,concept. Subject to the continued impact of Covid-19, we estimate we will need approximately $1 million in additional capital. Wecurrently believe that we can open at least 2two additional locationsrestaurants for approximately $300,000. We intend to use the balance of the funds to either open additional locations, or use the balance of the funds on franchise marketing. We believe that by continuing to open company ownedcompany-owned restaurants we can use these locations to market the franchises.will assist us in marketing other locations.

We need to raise additional capital to support our current operations and fund our sales and marketing programs including developing additional company owned stores and expanding our marketing of our franchise concept. We estimate that we will need approximately $1,000,000 in additional capital in order to generate profits from operations. WeThere can providebe no assuranceassurances that additional fundingfinancing, either through equity or debt, will be available on a timely basis, on favorable terms, acceptable to us, or at all. While we have had discussions with potential investors and investment bankers, we have no agreement with any third party to provide us this additional financing and there can be no assurances that we will obtain this financing, either debt or equity or both, on favorable terms, or at all.financing. Our inability to receive thisobtain additional financing may have a significant negative impact on our continued development and the results of our operations.See “RISK FACTORS.”

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

Going Concern

Our consolidated financial statements were prepared 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 Policies and Estimates

Critical accounting estimates – The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated 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. The following represents a summary of our critical accounting policies, 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.

Stock-based Compensation – We account for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

LeasesDESCRIPTION OF BUSINESS– We follow

Business Overview

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 guidancePompano Beach, Florida area, were then opened within the following ten months. All locations, which were in ASC 840 “Leases,”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.

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 Prospectus. Such a location was intended to serve as the distribution center for future products for European locations, as well as to be used as a training facility for European franchises. However, this initiative has been severely curtailed due to the onset and lingering impact of Covid-19 in Europe.

In June of 2020, the Company entered into a multi-unit development agreement (the “Development Agreement”) pursuant to which requires usit granted development rights to evaluateDemasar 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.

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 40 stores across Ontario and Quebec, Canada.

In April of 2021, we entered into a Consulting Agreement (the “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 2021 and November 2021, the Company opened its first two franchise locations in Chino, California and Montreal, Canada, respectively. Since 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.

In June 2021, the Company consolidated its two Wyndham restaurants into one location to become more efficient. In May 2023, the Company made the decision not to renew a lease agreements we enter intoin Wyndham Palm Aire location and to determine whether they representclose its operations there. As of the date of this Prospectus, the Company was no longer operating or capital leases at the inceptionPompano Beach Wyndham Palm Aire location and had one remaining corporate owned restaurant open in Fort Lauderdale.

On March 1, 2023, the Company entered into a Strategic Alliance Agreement (the “SAA”), with SC Culinary LLC, which is currently the creator and owner of, and in possession of, a quick-service food concept (the “Concept”) and is developing and will develop all intellectual property rights related to the Concept (the “Intellectual Property Rights”), all of which were or will be developed or acquired by SC Culinary, independently, or assigned to it by Scott Conant. Scott Conant, who owns all rights in and to his name, voice, image, and likeness (the “NIL Rights”), has granted SC Culinary the exclusive right to license the NIL Rights to third parties.

Pursuant to the SAA, SC Culinary will license its interest in the Concept, the Intellectual Property Rights, and the NIL Rights (collectively, the “License”) to the wholly-owned subsidiary of the lease.Company, The Ponte San’gwich Shoppe & Italian Deli ^SM a new limited liability company, which we established on May 26, 2023, in the state of Florida.

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

Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the year ended December 31, 2017.

Off-Balance Sheet ArrangementsCOVID-19

We have not entered into any off-balance sheet arrangements that have or are reasonably likelyOn March 11, 2020, the World Health Organization declared the Covid-19 outbreak to havebe a current or futureglobal pandemic. In addition to the devastating effects on human life, the pandemic has had a negative ripple effect on ourthe global economy, leading to disruptions and volatility in the global financial condition, changes in financial condition, revenuesmarkets. Most US states and many countries have issued policies intended to stop or expenses, resultsslow the further spread of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.the disease.

Recent Accounting Pronouncements

UnderCovid-19 and we believe, the Jumpstart Our Business Startups Act, orUS’s response to the JOBS Act, we meetpandemic has significantly affected the definition of an “emerging growth company.” Weeconomy. There are no comparable events that provide guidance as to the effect the Covid-19 pandemic may have, irrevocably elected to opt outand, as a result, the ultimate effect of the extended transition period for complying with new or revised accounting standards pursuantpandemic is highly uncertain and subject to Section 107(b)change. We do not yet know the full extent of the JOBS Act. As a result, we will comply with new or revised accounting standardseffects on the relevant dates on which adoption of such standards is required for non- emerging growth companies.

FASB ASU 2016-02, Leases (Topic 842) - ASU 2016-02 requires that a lessee recognizeeconomy, the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its rightFASB ASU No. 2014-15,“Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern,to use the underlying asset for the lease term. For leases with a term of 12 monthsmarkets we serve, our business, or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The adoption of this standard is not expected to have a material impact on our financial position and results of operations. 

FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) – Adopted in November 2016, this ASU requires that the reconciliation of the beginning-of-period and end-of-period amounts shown in the statement of cash flows include cash and restricted cash equivalents. This ASU is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on our financial position and results of operations.

We have implemented all new accounting pronouncements that are in effectExcept for our Bari location which remains closed, our US location is now open and that may impact our financial statements and we do not believe that there are any other new pronouncements that have been issued that might have a material impact on our financial position or results of operations.is operating at near pre-Covid revenue levels.

Our Strategy

DESCRIPTION OF BUSINESS

Overview and History

Kisses From Italy, Inc. (hereinafter referred to as “us,” “our,” “we,” the “Company” or “Kisses”) is a Florida corporation incorporated on March 7, 2013, which is focused on developing a fast casual food dining chain restaurant business. We commenced operations by opening our initial corporately owned location in Fort Lauderdale, Florida, in May 2015. Thereafter, by April 2016 we opened three additional locations, all in Southern Florida, through a working relationship with Wyndham Hotels, where we have built two of our other locations. In September 2017, Hurricane Irma made landfall in Southern Florida, causing significant damage to the area. As a result, we closed all of our stores for renovation following the storm. Our Fort Lauderdale location was reopened in early November 2017. We reopened two of the hotel locations in in Pompano Beach in January 2018 but elected not to reopen our 4^th location, as this location suffered significant damage in the storm. See “Restaurant Development” below. Our intention is to own and operate up to 6 of our restaurants and utilize them as a showcase in the marketing of our proposed franchise operations.

In May 2017, we completed our National Franchise License and now have the ability to sell franchises in all of the states in the US except for New York, Virginia and Maryland which we intend to add at later dates if sufficient demand exists. In June 2017, we completed the sales of two franchise locations in Florida. We anticipate commencement of the building and development of these locations by the end of 2018

We strive to provide the highest level of service, high qualityhigh-quality ingredients, and products. Enveloped in our mission is our philosophy to support and partner with local producers and suppliers within the regions in order to provide a truly authentic experience to our customers. Our vision is to leverage the success fromof our flagship store and our initial hotel locationslocation in the South Florida market and to expand into other regions on a local, state, national, and global level. The main focus is doing so through our continued corporate ownedcorporate-owned store expansion, along with the development and sales of additional locations through the advancement of our franchise and territorial rights program.

Our principal offices are located at 80 SW 8^th St. Suite 2000, Miami, Florida, 33130, telephone (305) 423-7024During the first quarter of 2023, the Company began transitioning its business model, as a result of the Company’s new partnership with celebrity Chef, Scott Conant, and our websitethe creation of a new brand, named ‘The Ponte San’gwich Shoppe and Italian Deli^SM’ which is www.kissesfromitaly.com.wholly owned by the Company and of which the sales and development of the new franchise brand will be headed by the Company’s franchise consultant, Fransmart.

Current Business Plan

Each of our restaurants has been and will continue to be designed to deliver great-tasting food in less than five minutes for in-restaurant dining or take-out orders.  In addition, the restaurant’s menu and operating systems have been specifically designed for consistent quality, which we believe is necessary for high-growth franchising. Hours of operation are expected to be from 7:00am to 11:00pm, subject to change if additional hours are required based upon the respective location of our restaurants.

Our Menu

Our menu includes grilled panini’spaninis including an Italian style Panini, sausage, beef, sliced pork, or chicken topped with quality natural “sott'olio” (grilled and marinated vegetable) products at prices ranging from $5.95 to $7.95. We also offer deli panini’spaninis including fresh cheese Panini, prosciutto, salami, calicollo,capocollo, bresaola, and turkey panini’s ranging in price from $5.95 to $7.95. All our panini’s include lettuce, tomato, and one choice of cheese and three choices of marinated vegetables, or three choices of grilled vegetables.

We also will offer desserts including a Nutella sandwich, a variety of fresh Danish, cannoli, Italian biscotti, sfogliatelle or a corneti, ranging in price from $1.50 to $2.50. We will provide an egg sandwich forOur breakfast only.

menu is served all day We will also have a full coffee and tea favorites, including espresso, cappuccino, and other coffee drinks, soft drinks, bottled water, and juices, as well as various flavors of granite (ices).

Our vision is to transport true authentic and rustic taste from the provinces of Italy through a fresh Panini with an espresso, latte or cold slush espresso to go.our menu items. We intend to offer products that will cater to all diets, including gluten freegluten-free diets and emphasize fresh products with no preservatives.

All our sott'olio and coffee products are made in Italy. Our management is in constant communication with our product manufacturers and search for the high quality and authentic products from different regions from Southern Italy including Sicily, Calabria, Puglia, Napoli, Potenza, and Toscana. Ensuring freshness and quality, our representatives work closely with local farmers and ranchers for all meats and fresh vegetables. All our products are D.O.P. (Protected Designation of Origin) certified and defined in the European Commission Regulations.

Our Fast Food Restaurants

Between May 2015 and May 2016 we opened four (4) restaurants in Southern Florida. Each of our restaurants is owned by a wholly owned limited liability company.

Quick Service Restaurants

Our initial and the only operating restaurant as of the date of this Prospectus is located at 3146 NE 9^th Street in Fort Lauderdale, Florida. This location is across the street from an Atlantic Ocean public beach and consists of approximately 1,000 square feet of a retail restaurant with seating for up to 25 guests. See “Property,” below. This restaurant opened for business in May 2015. Subsequently, weWe opened three additional similar restaurants, all in Southern Florida. In September 2017, Hurricane Irma caused significant damage to the area, which caused a significant setbackvarious Wyndham Hotel properties in the implementationPompano Beach, Florida area that became fully operational by April 2016, but in December 2017, the Company vacated one of our business plan. All of our locations were closed until January 2018 in orderits restaurants due to renovatea hurricane and has not re-opened that location. In June 2021, the premises fromCompany consolidated its two Wyndham restaurants into one location to become more efficient. In May 2023, the damage done byCompany made the hurricane. We electeddecision not to re-open onerenew a lease in Wyndham Palm Aire location and to close its operations there. As of the locationsdate of this Prospectus, the Company was no longer operating at the Pompano Beach Wyndham Palm Aire location and as a result, currently have 3 operating restaurants.

Except for the Fort Lauderdale location, all of ourhad one remaining corporate owned restaurant locations arose out of a relationship we established with Wyndham Vacation Ownership, Inc., which operates time share apartment complexes. Of our three restaurants, two are located in Wyndham time share resort properties where they are the only restaurants on site. Our lease agreements provide for our restaurants to provide room service that can be charged to the customer’s room, as well as an opportunity to provide food and beverage service to various sales, orientations, marketing and owner events held by Wyndham on a regular basis on these properties. Wyndham remits payments for these services bi-weekly and charges us with a 5% administrative fee for processing costs.

The initial relationship with Wyndham has provided us with an additional revenue stream that we had not considered when we originally began implementing our business plan. We have continued our discussions with Wyndham, as well as other similar companies and believe that our continued expansion of our restaurant concept will be enhanced as a result of our developing a more extensive relationship with Wyndham or another similar company. There are no assurances this will occur/

We incurred construction and equipment costs associated with the development of our initial restaurant locationopen in Fort Lauderdale of approximately $225,000. However the costs associated with the development of our two Wyndham locations was approximately $110,000 per location.Lauderdale. This discrepancy in development costs is primarily attributable to additional unforeseen costs for additional remodeling that we deemed necessary in order to have the new locations to our standards.

Each location is managed by one senior employee/manager and individually assessed based on foot traffic, seasonality, and other demographic factors. Training is provided in a peer training scenario. Whereby a new employee begins “on-the-job” training. Wefactors and abide by the standards and rules set forth by the State of Florida Department of Health.Health, and our Italian location abides by the standards and rules set forth by Italy’s Ministry of Health and the Puglia (Apulia) region’s legislative/administrative authority. Michele Di Turi, and Ross Golub haveour co-Chief Executive Officer, possesses the Certified Food Manager accreditation and havehas the proper authority to provide necessary food safety courses.

In March 2014 we entered intoOctober 2019, the Company opened its European location in Ceglie del Campo, Bari, Italy but closed it in April 2020 due to the Covid-19 pandemic. Such location was intended to serve as the distribution center for products for European locations, as well as to be used as a consulting agreement with Jade Dragon Enterprises LLC, a Florida limited liability company (“Jade Dragon”), wherein Jade Dragontraining facility for European franchises. However, this initiative has agreedbeen severely curtailed due to assist usthe onset and lingering impact of Covid-19 in locating and negotiating lease agreements for our future restaurant locations. In consideration for these services, we have agreed to issue 300,000 sharesEurope. As of our common stock. These shares will remain “locked up” for a period of one year from the date our common stockof this Prospectus, this location is approved for trading. There can be no assurances that our common stock will be approved for trading. The agreement is for a 3 year term, but may be terminated by either party upon 30 days’ notice.still closed.

Restaurant FranchisingThe Company is currently scouting locations in the New York City area for the opening of its first location under the new brand.

In addition to opening our company-owned restaurants, weRestaurant Franchising

We are also engaged in franchising of our restaurant concept so that we can build market share and brand awareness. We have retained legal counsel specializing in franchise operations, who has prepared our Franchise Agreement. In May 2017, we completed itsour National Franchise License and now have the abilitywhich permits us to sell franchises in all of the states in the USUnited States except for New York, Virginia, and Maryland which we intend to add at later dates if sufficient demand exists. On June 23,^rd, 2017, we completed the sale of our initial two Florida franchises at a price of $15,000 per location, each to be located in Florida.location. These locations are set to be developed at a later date. We anticipate commencementIn 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 building and developmentCompany has temporarily waived any franchise fees at both locations so that the franchisees could establish operations at each of these locations by the end of 2018.those locations.

In June 2020, the Company entered into the Development Agreement pursuant to which it granted development rights to Demasar to open and operate up to 100 restaurants in Canada. Demasar will be taking the lead for franchise expansion and assisting in the Canadian brand building for the Kisses From Italy brand.

Each of our franchise restaurants will require that theyare required to conform to a standard of interior design, featuring a distinctive and comfortable Italian décor. We will require ourOur prior approval is required for each specific location of a proposed franchise restaurant, which will includeincludes a requirement that the same be in a clearly identifiable commercial location built out in accordance with our standards. Franchisees willare also be required to satisfactorily complete training and purchase certain equipment and supplies from us and other approved suppliers. We will also require the purchase of a point-of-sale system and data polling services from a specified supplier and a computer system that meets established system standards.

Franchisees will be required to purchase approximately 90% to 95% of their supplies and food inventory either directly from us, or from approved suppliers. We will attempt to negotiate system-wide volume discounts and/or rebates for our franchisees from approved suppliers and if successful, pass such discounts and/or rebates on to franchisees based on the volume of their purchases from the suppliers providing the discounts.

TheOur franchise agreement iswith franchisees also expected to requirerequires our franchisee to pay royalties of 8%9% of gross sales, which are defined to be total actual charges for all products (food and non-food) and services, such as catering and delivery, sold to customers, exclusive of taxes, onevery week. We retain 6% of this royalty and the remaining 3% goes towards a weekly basis. It is also possible that we may require franchisees to pay up to 2% of their gross sales to a nationalmarketing fund. The marketing fund to be maintainedis broken down in two parts, 2% for local marketing and administered by us, depending upon the number and location of franchise operations owned by a franchisee.1% for national marketing. We anticipate that until national coverage is warranted, local and/or regional marketing campaigns maywill be implemented.

We will also require that our franchisee enter into a collateral assignment and assumption of lease through which we will beare granted a security interest in all of the furniture, removable trade fixtures, inventory, licenses, and supplies located in the restaurant as collateral for (1) the payment of any obligation owed to us, (2) any default or breach under the terms of the lease, and (3) any default or breach of any of the terms and provisions of the franchise agreement. In the event of a breach of or default under the lease or a payment by a franchisee as a result of a breach or default, we may be entitled to possession of the restaurant and all of our rights, title, and interest in and to the lease. We also expect to enter into a conditional assignment of telephone numbers and listings that assigns us telephone numbers and directory listings upon termination or expiration of a franchiseefranchise relationship.

We anticipate that theThe initial term of a franchise agreement will beis ten years, with a renewal provision of between 2-5 years on the terms and conditions of the franchise agreement so long as there has been substantial compliance with the franchise agreement and pay a to-be-determined fee for each renewal.

Franchisees willare also be required to replace any franchise that terminates or expires or any restaurant that closes within the territory if necessary, to maintain the number of our named restaurants required in the development schedule. If a franchisee fails to meet the development schedule, we mayhave the right to terminate the franchise agreement or adjust that territory to eliminate any state in the territory where we they have not achieved the minimum number of restaurants required for that state.

We will beare required to perform the following services:

We also expect that we will require our franchisees to maintain certain staffing levels to meet all of the terms of the agreement.levels. For the first development year, we expect we will require each location to have 2 corporate employees, increasing to 3 forin the fifth development year.

If a franchisee fails to perform any of the above services and we need to step in to performassume such tasks, we will require that they pay us an amount equal to 125% of the expenditures incurred by us, in performing the services that they failed to perform. In addition, such failure will constitute a breach of the agreement. A breach of the agreement gives usand we have the right to terminate the agreement after delivering notice to them of the breach and their failure toa 30-day cure the breach within 30 days after delivery of the notice.period.

The agreement is also expected to include provisions where eachEach franchisee must refer all inquiries for franchises in their territory to us. Under the terms of thean Area Representative Agreement, we will have the sole right to grant franchises in all of our unsold territories, terminate a franchise agreement, and approve site selections, leases, and other franchise real estate transactions.

The aforesaid is only our best estimates of the terms we expect to include in our franchise agreements. No assurances can be provided that our franchise agreements, once completed, will contain all or most of the aforesaid terms, or that we will not elect to modify any terms in the future.

Franchise Marketing

Our marketing strategy for establishing multi-unit franchises is to contact individuals or entities that have previously developed franchises in other concepts. This strategy allows us to find people with the proper knowledge, experience, and financial resources to develop a successful franchise operation in a timely fashion.

We are seekingseek individuals or groups with the skills and financial strength to operate multi-unit franchise organizations within specific geographic territories.  These persons must qualify on the basis of their skill sets and financial ability to develop a territory. We anticipate that a franchise territory will consist of areas that are either cities or counties depending on population. We seek to identify people with considerable experience in the management of food service venues who also have sufficient start-up capital to open several of our restaurants.

As of the date of this Prospectus we We have entered into discussions with several possible franchise owners. It is anticipated that these franchisees will initially open multiple units, including restaurants in Florida, New York and California, the United Kingdom, Italy and Canada. However, there isowners, however. we currently have no definitive agreement binding these potential franchisees to purchasing any of our franchises and there are no assurances that we will sell any franchises in the future.franchise agreements.

We will consider the skills and investment capital that each potential multiple franchise owner presents to determine the size and nature of the territory and the minimum number of our restaurants that the franchise owner will be required to maintain in the territory in order keep the exclusive rights to that territory. We will review the demographics of each proposed location to consider the appropriate number of restaurants in each area based upon population and other factors including per capita income and then set the minimum number of restaurants at half the amount. Franchisees will not be restricted from opening additional restaurants beyond the minimum for their territory. We have not yet generated revenue from the sourcing of franchises and there are no assurances we will ever generate revenues from this business concept.

During the first quarter of 2023, the Company began transitioning its business model, as a result of the Company’s new partnership with celebrity Chef, Scott Conant, and the creation of a new brand, named ‘The Ponte San’gwich Shoppe and Italian Deli^SM’ which is wholly owned by the Company and of which the sales and development of the new franchise brand will be headed by the Company’s franchise consultant, Fransmart.

Commissary System

We plan to develop centralized commissary facilities that will serve all of the restaurants that we own in a given region. We believe that a commissary that serves a region of restaurants will improve efficiency and consistency for the restaurant concept. We also believe that a commissary system will allow our restaurants to be approximately 500 square feet smaller than they would otherwise be. We plan to build commissaries in areas with lower rent. In this manner, we plan to save the difference between the 500 fewer square feet that retail rental space would cost and the commissary’s costs located in a lower rentlower-rent area. Our commissary will have storage space for paper products as well as walk-in coolers to store food. Food preparation for sauces, salad dressings, and other base ingredients will be done in the commissary “clean room” and then delivered to local restaurants daily. We believe central food preparation of sauces and base ingredients will maintain the consistency of our restaurants’ products and possibly reduce labor costs.

Restaurant Advertising

Our advertising has and will consist primarily of newspaper print ads, direct mailing efforts and also through social media, including Facebook, Twitter, and other social media outlets. We also participated in other forms of advertising. For example, we intend to use an airplane to advertise our Kisses banner to the Fort Lauderdale beach crowd, offering promotional free coffee and T-shirts. Our ads will contain a coupon for a free coffee with the purchase of any meal item.

As we open restaurants in new markets we plan to duplicate the advertising effort we employed in Fort Lauderdale and to spend initially approximately 2% to 3% of monthly revenue for local advertising on a per company-owned restaurant basis. Since we plan to build multiple restaurants simultaneously within a specific geographic region, we believe our advertising cost as a percentage of revenue will decrease as we increase the number of restaurants within a region. There are no assurances we will successfully open multiple restaurants moving forward.in the future.

Employees

We currently employ 8 full time persons, plus our officers. Employees include 4 chefs, 3 barista’s and an inventory manager. Our employees work at will and are not represented by a collective bargaining unit. We believe our relationship with our employees is excellent in most cases. We require all our employees and consultants to sign a confidentiality and non-disclosure agreement.  Our success relies on our ability to hire additional employees, particularly on the local sales side. We believe there are numerous quality people to choose from throughout our area of targeted expansion.

As we grow we anticipate in the near future we will require a franchise director and a Chief Financial Officer/Controller, as well as various administrative support personnel.

Property

Our principal place of business is located at 80 SW 8^th St. Suite 2000, Miami, Florida, 33130, which is an executive virtual office. This location consists of approximately 1,000 square feet of office and conference room space. The relevant lease expired March 1, 2014, but we have reverted to a month to month tenancy. We pay monthly rent of $179. We do not anticipate that we will need to expand the office facility for the next 12 months.

We have also executed lease agreements for our three company owned restaurants, including:

Competition

The fast foodfast-food segment of the restaurant industry is highly competitive and fragmented. In addition, fast food restaurants compete against other segments of the restaurant industry, including fast-casual restaurants and casual dining restaurants. The number, size, and strength of our competitors vary by region. Our competitors also compete based on a number of factors, including taste, the speed of service, value, name recognition, restaurant location, and customer service.

The restaurant industry is often affected by changes in consumer tastes; national, regional, or local economic conditions; currency fluctuations; demographic trends; traffic patterns; the type, number, and location of competing food retailers and products; and disposable purchasing power. Our restaurant concept is expected to compete with international, national, and regional restaurant chains as well as locally ownedlocally-owned restaurants. We will compete not only for customers, but also for management and hourly personnel, suitable real estate sites, and qualified franchisees.

We believe that each of the following restaurants may provide competition to our proposed restaurants because they all are franchise operations that sell sandwiches and coffee:

Of the above-listed restaurants, all are larger and have significantly greater financial resources than we currently have available.

Government Regulations

We are subject to various federal, state, and local laws affecting our business. Our restaurants must comply with licensing and regulation by a number of governmental authorities, which include health, sanitation, safety, and fire agencies in the state or municipality in which the restaurant is located. In addition, we must comply with various state laws that regulate the franchisor/franchisee relationship.

We are also subject to federal and state laws governing employment and pay practices, overtime, tip credits, and working conditions. The bulk of our employees are paid on an hourly basis at rates related to the federal and state minimum wages.

WeIn addition, we are also subject to federal and state child labor laws which, among other things, prohibit the use of certain “hazardous equipment” by employees 18 years of age or younger. Under the Americans with Disabilities Act, we could be required to expend funds to modify our restaurants to better provide service to or make reasonable accommodation for the employment of disabled persons. We continue to monitor our facilities for compliance with the Americans with Disabilities Act in order to conform to its requirements. We believe future expendituresexpenditure for such compliance would not have a material adverse effect on our operations.

As a potential franchisor, we will be soliciting prospects for franchises and are subject to federal and state laws pertaining to franchising. These laws require that certain information be provided to franchise prospects at certain times and regulate what can be said and done during the offering process. Some states require the franchise offering circular to be registered and renewed on an annual basis.

Legal Proceedings

We are not involved in any material legal proceedings, nor are we aware of any legal proceedings threatened or in which any director or officer or any of their affiliates is a party adverse to our Company or has a material interest adverse to us.

Trademarks and Patents

We have applied for and received a registered trademark of our logo in Italy, No. 0001 528191. This trademark expires in September 2029. We have also obtained the registered trademark of our logo in the United States (United(the United States Patent and Trademark Office) Serial Number. 87138230No. 87138230. This trademark expires in August 2026. Both trademarks are subject to automatic renewal upon payment of renewal fees.

Industry Overview

AccordingThe 2023 National Restaurant Association State of the Restaurant Industry report examines key factors impacting the industry including the current state of the economy, operations, workforce, and food and menu trends to forecast sales and market trends for the year ahead. The report is an authoritative look at the industry and its opportunities based on a range of national surveys of restaurant owners, operators, chefs, and consumers.

Key findings illustrating the industry’s economic conditions include:

“The restaurant and foodservice industry is fueling the American economy. Our hiring rate and wage increases are outpacing the overall private sector, and this year our industry will contribute nearly $1 trillion to the economy,” said Michelle Korsmo, president & CEO of the National Restaurant Association, the fast food industry’s economic health is now a leading indicatorAssociation. “The 2023 State of the nation’s economic health,Restaurant Industry report offers an in-depth analysis of what’s driving this growth and industry growth is a significant factorthe tremendous opportunities for restaurant owners, operators, and team members who want to grow their businesses and expand their careers.”

Pandemic Pivots become Permanent

The temporary “pivots” developed during the pandemic — expanded delivery services, outdoor dining options, to-go alcohol offerings, and investments in technology — are the foundation of the industry’s “new normal.” At least 4 in 10 operators in each of the three limited-service segments — quick service, fast casual, and coffee and snack — believe the addition of drive-thru lanes will become more common in 2023. For others, outdoor dining and alcohol-to-go are becoming table stakes. Across all six major segments, more than 9 in 10 operators plan to continue offering outdoor seating and the same number of operators are also likely to continue offering alcohol-to-go, if their jurisdiction allows it.

Despite widespread investment in technology in the nation’s economic outlook. Restaurant industry sales are growing, with projected sales of $660.5 billion in 2013, up approximately 9% in two years. On a typical day,last few years, the restaurant industry sales are $1.8 billion across the 980,000 restaurant locations nationwide. Today, restaurant industry sales are 4%is still far from becoming a tech-centric sector. Most operators still consider their use of the U.S. GDP. Like 2012, focus on cost containment, value, quality, price and international expansion will be on most restaurateurs' wish-list to tide over some of the macro difficulties this year. (www.restaurant.org/home).technology as mainstream rather than leading edge.

Also accordingIn 2023, many operators want to keep moving toward the National Restaurant Association, as much as 41% of restaurant operators expectedge, with more than 4 in 10 planning investments in equipment or technology to see an uptick in salesincrease front- and back-of-the-house productivity. These investments are anticipated mostly in the coming six months on an improving economy. Restaurant operators' capital spending plans are also riding uphill, reaffirming their positive outlook. We are optimistic of bottom-line expansion in the near term. In addition, for every dollar spent in restaurants, an additional $2 is generated in sales for other industries, generating even more tax dollarsorder and economic activity. (www.restaurant.org/home).payment space, rather than automated systems or robots that prepare and serve food. Other operational takeaways include:

Recently,Among fine-dining restaurants that offered delivery during the pandemic, 79% added it for the first time; 8 in 10 of those plan to continue.

Two-thirds of adults say they’re more likely to order takeout food costs account for about one-thirdfrom a restaurant than they were before the pandemic.

Off-premises-only locations are expected to grow in popularity; more than 4 in 10 limited-service operators think they will be more common this year.

69% of adults say they like the option to dine outside.

An Industry of Opportunity

The restaurant sales, thus making theand foodservice industry vulnerable to food cost inflation. As suggested by the U.S. Department of Agriculture (USDA) report, price inflation for all food is expected at 2.5-3.5% in 2013 down from the prior expectation of 3-4% level. Commodities like fish and seafood, dairy products, fats and oils, cereals and bakery products and other foods will likely witness a decline in prices. However, prices for beef and pork have risen significantlyadded 2.8 million jobs over the past 624 months, duebringing the industry total to 15 million at the end of 2022; however, the foodservice industry remains 400,000 jobs below pre-pandemic levels.

Most restaurant operators will be actively looking to boost staffing levels in 2023, while carefully balancing staffing needs with business conditions. Eighty-seven percent of operators say they’ll likely hire additional employees during the next 6–12 months if qualified applicants are available. Key figures on the restaurant workforce include:

Between 2023 and 2030, the foodservice industry is projected to add an average of roughly 150,000 jobs a year, with total staffing levels projected to reach 16.5 million by 2030.

Only 1 in 10 operators think recruiting and retaining employees will be easier in 2023 than it was in 2022.

The restaurant industry has long been the primary training ground for new entrants to the severe droughtworkforce and in parts2022, nearly a quarter of the US, with beef prices being the highest. The droughtjobs were filled by first-time employees.

58% of operators say using tech and automation to alleviate labor shortages will become more common in their segment in 2023; however, technology is generally complementary to human labor and primarily intended to enhance rather than replace workers in the Midwest growing region last year resulted in steeper grain costs, which in turn pushed up the feed costs. Some believe that feed prices will cool off with the new harvest season and that could lead to lower chicken prices in 2014. There are no assurances that this will occur.restaurant industry.

ConsumersFlexibility to Accommodate Rising Food Costs and All-Hours Dining

Demand for restaurant experiences remains strong among consumers who are nowhungry to connect over shared meals. Operators are taking creative cost-saving approaches to temper elevated expenses, including food, labor, occupancy, and utilities, by streamlining their menus. With the rise of remote work blurring traditional meal times, operators are focusing on the lookout for new waysopportunities to eat fast without havingentice customers at all hours with engaging offerings, including off-hours or slow-day value deals, flexible pricing, multi-course meal bundles, meal kits and subscriptions, apparel, and more. Meanwhile, many operators plan to sacrificeadd to their nutrition. Consumers are now gravitating toward quick meals that offer healthy choices with fresh ingredients while still enjoying great tasting food. We are attemptingmenus more healthier and nutritious meal options, eco-friendly items, and dishes tailored to penetrate this market by positioning ourselvestakeout in the high quality sandwiches2023. Key data points on food and coffee to go at affordable prices.beverage trends include:

93% of operators say their restaurant’s total food costs are higher than they were in 2019.

A majority of operators across all segments expect to keep their menus in 2023 similar in size to last year.

69% of adults say they are likely to purchase a meal kit (measured ingredients with cooking instructions), including more than 8 in 10 Gen Z adults and millennials.

Eco-friendly business practices continue to draw consumers, especially millennials.

“As the restaurant industry adapts to a new normal, operators’ ability to be flexible and diversify their operations is essential to thriving,” said Hudson Riehle, senior vice president of Research for the National Restaurant Association. “With profitability under pressure, operators are launching new business models within the industry, re-engineering current concepts, and allocating more space to off-premises business in order to satisfy customers in 2023.”

Corporate History

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 and commenced its operations by opening its corporate-owned restaurant in Fort Lauderdale, Florida in May 2015.

On December 24, 2023, a wholly-owned subsidiary, Kisses From Italy 9^th LLC, incorporated under the laws of the State of Florida.

In March 2019, the Company formed Kisses From Italy Italia SRLS, its wholly-owned limited liability company incorporated in Italy, which until June 30, 2023 owned its 70% owned subsidiary, Kisses-Palm Sea Royal LLC, a Florida limited liability company.

On March 7, 2017, another wholly-owned subsidiary, Kisses From Italy-Franchising LLC, incorporated under the laws of the State of Florida.

In September 2019, the Company's common stock was approved for trading by FINRA on OTC Markets Pink marketplace, and in October 2019 the Company started trading its Common Stock on OTCQB under the symbol “KITL”.

On December 19, 2019, the Company filed the Certificate of Designation with the State of Florida to set up three categories of preferred stock out of 25,000,000 shares of authorized preferred stock, $0.001 par value per share (the “Preferred Stock”): Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (the “Certificate of Designation”). The Certificate of Designation designated 1,500,000 shares of the Company’s authorized preferred stock as Series A Preferred Stock (“Series A Stock”), 5,000,000 shares as Series B Preferred Stock (“Series B Stock”) and 1,000,000 shares as Series C Preferred Stock (“Series C Stock”).

On December 23, 2020, the Company’s wholly-owned subsidiary, Kisses From Italy-Franchising LLC, Kisses From Italy, Inc. (Canada) was incorporated under the laws of Canada and registered in Quebec.

On March 9, 2022, the Company filed Articles of Amendment to its Articles of Incorporation to increase the number of its authorized Common Stock from 200,000,000 shares to 300,000,000 shares, to meet its contractual obligations to its shareholders, noteholders and warrant holders. On June 5, 2023, the Company filed another Articles of Amendment to its Articles of Incorporation, as amended, to further increase the number of authorized Common Stock from 300,000,000 shares to 625,000,000 shares, to meet its contractual obligations to its shareholders, noteholders and warrant holders. As of the date of this Prospectus, the Company is authorized to issue 625,000 shares of Common Stock and 25,000,000 shares of Preferred Stock.

On May 26,2023, the Company incorporated The Ponte San’gwich Shoppe & Italian Deli, LLC, a new wholly-owned subsidiary of the Company under the laws of the State of Florida.

Employees

We currently have 3 full-time employees. Our officers and directors are not employees of the Company, but they are performing services for the Company. We do not have any part-time employees. Our employees work at will and are not represented by a collective bargaining unit. We believe our relationship with our employees is excellent in most cases. We require all our employees and consultants to sign a confidentiality and non-disclosure agreement. Our success relies on our ability to hire additional employees, particularly on the local sales side. We believe there are numerous quality people to choose from throughout our area of targeted expansion.

We anticipate that once we grow, we will require a franchise director and a Chief Financial Officer/Controller, as well as various administrative support personnel.

Properties

The Company does not own real properties. As of the date of this Prospectus, the Company had one operating company-owned store location. The Company leases these spaces based upon the following schedules:

Kisses From Italy 9^th LLC based in Fort Lauderdale, Florida, leases approximately 990 square feet since 2018. On May 1, 2021, the Company renewed the lease for an additional five-year term and standard annual escalator cost and currently pays $5,857.50 per month.

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.

Subsidiaries

The Company currently has five (5) wholly-owned subsidiaries:

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.

MANAGEMENT

Executive Officers, Directors and Key Personnel

The following table sets forth information regarding our executive officers and directors:

The above listedabove-listed officers and directors will serve until the next annual meeting of the shareholders or until their death, resignation, retirement, removal, or disqualification, or until their successors have been duly elected and qualified. Vacancies in the existing Board of Directors are filled by majority vote of the remaining Directors. Officers serve at the will of the Board of Directors.

Resumes

Michele Di Turihas beenserved as our Co-Chief Executive Officer, President and Directora director since our inception.inception in March 2013. In addition, Mr. Di Turi has been Chief Operating Officer and a Director of Sunshine Biopharma, Inc., a publicly held biotech company since October 15, 2009. Since November 2008, Mr. Di Turi has also been President of Sunshine Bio Investments, Inc., a privately held Canadian corporation engaged in the sale of non-regulated biotechnology and medical products. Prior thereto, from February 2003 through November 2008, heMr. Di Turi was employed by Mazda President, Inc., Montreal, Canada, as a sales representative and director of customer service. He devotes substantially all of his timeThis experience led to our business affairs.Mr. Di Turi’s appointment to the Board.

Claudio Ferri ishas served as our Co-Chief Executive Officer, Chief Investment Officer and a director positions he assumed atsince our inception.inception in March 2013. From May 2001 through September 2013, Mr. Ferri was employed by State Street Global Advisors, Montreal, Canada as Vice President, Senior Portfolio Manager and Trader where his responsibilities included the management of Canadian government bonds and provincial/agency investment strategies and trading for active and enhanced fixed income portfolios. Mr. Ferri received a Bachelor of Commerce degree from Concordia University in 2001 with a major in finance. He devotes approximately 30% of his timeThis experience led to our business affairs.Mr. Ferri’s appointment to the Board.

Leonardo Fraccalvierihas beenserved as our Chief Operating Officer and a director since our inception. Previously, frominception in March 2013. From April 2013 through January 2014, he wasserved as the Business Development Manager at Italy AmericaItaly-America Chamber of Commerce, West LA, CA, where he was responsible for management of project development and evaluation of Italian companies lookingseeking to expand in the US.U.S. From June 2012 through December 2013, heMr. Fraccalvieri was a business analyst at 10EQS Management Consulting where he was responsible for market strategy definition.strategy. From May 2009 through June 2011, he was a Business Development specialist at BusinessviaItaly, where he worked with companies lookingseeking to expand their business internationally to find new commercial partners abroad, as well as providing new business opportunities for foreign nationals. Mr. Fraccalvieri attended Universita’ Commerciale Luigi Bocconi Milano and received an undergraduate degree in Economics of International Market and New Technologies in Milan and a graduate degree from 2 Universita’ Commerciale Luigi Bocconi Milano in Milan where he received a Masters’ degree in International Management and Business Administration, majoringspecializing in Management Consulting and Strategy. This experience led to Mr. Fraccalvieri’s appointment to the Board.

Scott Conant joined the Company as director on October 10, 2023. He devotes substantiallyis a two-time James Beard Award-winning chef, cookbook author, and TV personality. With a career spanning more than 35 years, a portfolio of acclaimed restaurants, cookbooks, television shows and an ever-expanding brand, Mr. Conant has established himself as one of the world's leading chefs.  A graduate of the Culinary Institute of America, Conant built a reputation for outstanding leadership and culinary creativity early in his career, running the kitchens of famed Italian spots such as il Toscanaccio, Chianti and City Eatery, all of which earned glowing reviews throughout his time to our business affairs.tenure.   His portfolio of acclaimed restaurants includes Mora Italian (Phoenix, AZ), The Americano (Scottsdale, AZ and Atlanta, GA), and Cellaio at Resorts World Catskills (Monticello, NY).

Board CommitteesIn July 2008, following the opening of Scarpetta restaurant in Chelsea, Manhattan that garnered a positive three-star review from The New York Times and New York Magazine, he went on to build the Scarpetta brand to national acclaim with restaurants in New York City, Miami, Toronto, Los Angeles, and Las Vegas and published The Scarpetta Cookbook, inspired by dishes from the restaurant. Mr. He has also published four cookbooks: New Italian Cooking, Bold Italian, The Scarpetta Cookbook, and Peace, Love, and Pasta: Simple and Elegant Recipes from a Chef’s Home Kitchen, which launched in September 2021.

AsMr. Conant has been a popular presence on the Food Network. Since 2009, he has been a judge on the reality cooking television series Chopped. He also has been a frequent co-host of Beat Bobby Flay.

Board Committees

The Company has not established any committees. The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of the dateCompany and its stage of this prospectus we dodevelopment, the entire Board is involved in such decision-making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not haveaware of any committeesother conflicts of interest with any of our Board of Directors. We expect to appoint outside Directors to serve on our Board in the near future, but as of the date of this Prospectus we have not identified such prospective Directors.  Once appointed and we become a reporting company, of which there is no assurance, we expect to form an Audit Committee, a Compensation Committee, a Corporate Governance Committee and a Nominating Committee.executive officers or directors.

Family Relationships

There are no family relationships between any of our Directors orofficers and directors.

Involvement in Certain Legal Proceedings

Our directors and executive officers.officers have not been involved in any of the following events during the past ten years:

Director Independence

Our Board is currently composed of threefour (4) members. Our Common Stock is not currently listed for trading on a national securities exchange and, as such, we are not subject to any director independence standards. NoWe determined that with the exception of Scott Conant, no other member of our Board of Directors is considered an independent director. We evaluateddirector as that term is defined by NASDAQ Marketplace Rule 5605(a)(2). In assessing the independence of the directors, the Board considers any transactions, relationships and arrangements between our Company and our directors or their affiliated companies. This review is based primarily on responses of the directors to questions in a director and officer questionnaire regarding employment, business, familial, compensation and other relationships with our Company or our management.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with the rules of The New York Stock Exchange, Inc., which generally provides that a director is not independent if: (i) the director is, or in the past three years has been, an employee of ours; (ii) a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (iii) the director or a member of the director’s immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (iv) the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacityour bylaws. Our officers are appointed by our independent public accountants, or has worked for such firm in any capacity on our audit; (v)Board and hold office until removed by the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (vi) the director or a member of the director’s immediate family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or 2% of that other company’s consolidated gross revenues.Board.

Once we achieve public status,Code of which there can be no assurance, we will insure that our committees as well asEthics

Our Board of Directors complies with allhas not adopted a code of ethics but plans to do so in the requirements of a public company under the auspices of the OTC Marketplace.near future.

EXECUTIVE COMPENSATION

Remuneration

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by, or paid to our Chief Executive Officer and the other executive officers. officer with compensation exceeding $100,000 during fiscal year ended December 31, 2023 (each a "Named Executive Officer").

SUMMARY COMPENSATION TABLE