Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 26, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Kisses From Italy, Inc. | |
Entity Central Index Key | 0001608092 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | No | |
Is Entity Emerging Growth Company? | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 127,092,335 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Interactive data current | Yes | |
Entity state of incorporation | FL | |
Entity file number | 000-52898 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 8,643 | $ 26,841 |
Other receivable | 4,364 | 4,442 |
Inventory | 1,951 | 1,987 |
Total current assets | 14,958 | 33,270 |
Property and equipment, net | 45,688 | 59,114 |
Other Assets | 2,635 | 2,664 |
Total assets | 63,281 | 95,048 |
Current liabilities: | ||
Accounts payable | 67,470 | 65,486 |
Accrued liabilities | 158,716 | 143,276 |
Loans payable | 6,000 | |
Total current liabilities | 226,186 | 214,762 |
Convertible Notes | 10,000 | 10,000 |
Total liabilities | 236,186 | 224,762 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Common stock, $0.001 par value, 200,000,000 shares authorized; 127,092,335 and 126,550,335 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 127,092 | 126,550 |
Additional paid-in capital | 5,399,211 | 4,945,109 |
Retained earnings deficit | (5,707,396) | (5,207,491) |
Total Kisses From Italy Stockholders' Equity | (180,977) | (135,782) |
Non-controlling interest | 8,072 | 6,068 |
Total stockholders' equity | (172,905) | (129,714) |
Total liabilities and equity | 63,281 | 95,048 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, value | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, value | 0 | 0 |
Series C Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, value | $ 116 | $ 50 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Common stock, par value | $ .001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 127,092,335 | 126,550,335 |
Common stock, shares outstanding | 127,092,335 | 126,550,335 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,500,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,500,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 1,000,000 | 100,000 |
Preferred stock, shares issued | 116,492 | 50,000 |
Preferred stock, shares outstanding | 116,492 | 50,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Sales | $ 109,746 | $ 115,572 |
Cost of goods sold | 43,974 | 48,144 |
Gross margin | 65,772 | 67,428 |
Operating expenses: | ||
Depreciation and amortization | 12,951 | 10,528 |
Executive compensation | 9,994 | 0 |
Stock based compensation | 36,301 | 0 |
Payroll and other expenses | 47,018 | 70,386 |
Rent | 29,689 | 31,455 |
Consulting and professional fees | 29,830 | 21,372 |
General and administrative | 43,257 | 28,165 |
Total operating expenses | 209,040 | 161,906 |
Income (loss) from operations | (143,268) | (94,478) |
Other income (expense) | ||
Interest income (expense), net | (354,633) | (47,681) |
Total other income (expense) | (354,633) | (47,681) |
Income (loss) before income taxes | (497,901) | (142,159) |
Provision for income taxes (benefit) | 0 | 0 |
Net loss | (497,901) | (142,159) |
Less: net gain (loss) attributable to non-controlling interests | 2,004 | (6,197) |
Net loss attributable to Kisses From Italy, Inc. | $ (499,905) | $ (135,962) |
Basic and diluted earnings (loss) per common share | $ 0 | $ 0 |
Weighted-average number of common shares outsanding: Basic and diluted | 127,092,335 | 81,780,170 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity (Unaudited) - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Common Stock | Additional Paid-In Capital | Noncontrolling Interest | Retained Earnings | Total |
Beginning balance, shares at Dec. 31, 2018 | 81,780,170 | |||||||
Beginning balance, value at Dec. 31, 2018 | $ 81,780 | $ 1,638,253 | $ 27,160 | $ (2,124,631) | $ (377,438) | |||
Net income (loss) | (135,962) | (135,962) | ||||||
Non-controlling interest, net income (loss) | (6,197) | (6,197) | ||||||
Beneficial conversion feature of convertible notes | 33,633 | 33,633 | ||||||
Ending balance, shares at Mar. 31, 2019 | 81,780,170 | |||||||
Ending balance, value at Mar. 31, 2019 | $ 81,780 | 1,671,886 | 20,963 | (2,260,593) | (485,964) | |||
Beginning balance, shares at Dec. 31, 2019 | 50,000 | 126,550,535 | ||||||
Beginning balance, value at Dec. 31, 2019 | $ 50 | $ 126,550 | 4,945,109 | 6,068 | (5,207,491) | (129,714) | ||
Net income (loss) | (499,905) | (499,905) | ||||||
Non-controlling interest, net income (loss) | 2,004 | 2,004 | ||||||
Issuance of Series C Preferred Stock, value | 66 | 66,424 | 66,490 | |||||
Beneficial conversion feature of Series C Preferred stock, value | 351,920 | 351,920 | ||||||
Stock issued for services. shares | 541,800 | |||||||
Stock issued for services, value | $ 542 | 35,759 | 36,301 | |||||
Ending balance, shares at Mar. 31, 2020 | 50,000 | 127,092,335 | ||||||
Ending balance, value at Mar. 31, 2020 | $ 116 | $ 127,092 | $ 5,399,211 | $ 8,072 | $ (5,707,396) | $ (172,905) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities of continuing operations: | ||
Net income (loss) | $ (499,905) | $ (135,962) |
Net income loss attributable to non-controlling interest | 2,004 | (6,197) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 12,951 | 10,528 |
Amortization of debt discount | 351,920 | 33,633 |
Stock-based compensation | 36,301 | 0 |
Changes in operating assets and liabilities: | ||
Other assets | 29 | 0 |
Accounts payable | 1,985 | 15,319 |
Accrued liabilities | 15,440 | (5,927) |
Net cash provided by (used in) operating activities | (79,275) | (88,606) |
Cash flows from investing activities: | ||
Purchase of fixed assets | 0 | (2,000) |
Net cash provided by (used in) investing activities | 0 | (2,000) |
Cash flows from financing activities: | ||
Proceeds/payments from short term borrowings-net | (6,000) | (1,577) |
Proceeds for the sale of convertible notes | 0 | 101,000 |
Proceeds from the sale of preferred stock | 66,490 | 0 |
Net cash provided by (used in) financing activities | 60,490 | 99,423 |
Impact of foreign exchange | 587 | 0 |
Net increase (decrease) in cash and cash equivalents | (18,785) | 8,817 |
Cash and cash equivalents at beginning of period | 26,841 | 22,877 |
Cash and cash equivalents at end of period | 8,643 | 31,694 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
1. Organization and Description
1. Organization and Description of Business | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Kisses From Italy Inc. (the “Company”) was incorporated in Florida on March 7, 2013. The Company’s main focus is to develop a fast, casual food dining chain restaurant business of corporate-owned restaurants and expanding through a nationwide/international franchise and territory sales program. The Company commenced operations in May 2015 by opening its first location in Ft. Lauderdale, Florida. Three additional restaurants, which were located in various Wyndham Hotel properties in the Pompano Beach, Florida area, were then opened within the following ten months. All locations, which were in leased facilities, were fully operational by April 2016. In December 2017, the Company vacated one of its restaurants due to the hurricane and did not re-open that location in 2019. The Company opened its inaugural European location in Ceglie del Campo, Bari, Italy, in October 2019. In September 2019, the Company's common stock was approved for trading by FINRA and in mid-October 2019 was approved for up-listing by the OTC Markets Group to the OTCQB under the symbol KITL. The Company’s accounting year-end is December 31. COVID-19 On March 11, 2020, the World Health Organization (“WHO”) declared the Covid-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most US states and many countries have issued policies intended to stop or slow the further spread of the disease. Covid-19 and the U.S’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the Covid-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations. If our restaurants are required to be closed or only allowed to operate at less than full capacity, we will continue to incur certain fixed expenses such as rent payments of approximately $10,000 per month. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Management’s Representation of Interim Financial Statements The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements at December 31, 2019, and 2018 filed as part of the Company’s Annual Report on Form 10-K and Form 10-K/A filed with the SEC on May 18, 2020, and May 29, 2020, respectively. Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred. The consolidated financials include the accounts of the Company and its wholly-owned subsidiaries; Kisses from Italy 9 th All intercompany accounts and transactions are eliminated in consolidation. Going Concern The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. On a consolidated basis, the Company has incurred significant operating losses since inception. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through private placements of equity and convertible debt as interim measures to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its consolidated operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to impairment of long-lived assets, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Revenue Recognition Sales, as presented in the Company’s consolidated statement of earnings, represents food and beverage product sold and is presented net of discounts, coupons, employee meals, and complimentary meals. Revenue from restaurant sales is recognized when food and beverage products are sold. On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). For the three months ended March 31, 2020, and March 31, 2019, the consolidated financial statements were not materially impacted as a result of the application of Topic 606. Non-controlling interest Non-controlling interest represents third-party ownership in the net assets of one of the Company’s consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority-owned subsidiary is consolidated with those of the Company’s Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On March 31, 2020, and December 31, 2019, the Company’s cash equivalents totaled $8,643 and $26,841, respectively. Property and equipment Property and equipment are stated at cost or fair value. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in the results of operations. The estimated useful lives of property and equipment are as follows: Computers, software, and office equipment 1 – 6 years Machinery and equipment 3 – 5 years Leasehold improvements Lesser of the lease term or estimated useful life Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions every quarter to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined 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. During the three months ended March 31, 2020, and March 31, 2019, stock-based compensation amounted to $36,301 and $-0-, respectively. Leases The Company follows the guidance in ASC 840 “ Leases Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share." Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, In November 2019 the FASB issued ASU 2019-10 which superseded ASU 2019-02 and deferred the effective date for the implementation of lease standards per Topic 842. As an emerging growth company, the Company has until the fiscal year beginning after December 15, 2020, to adopt ASC 842. While the Company continues to evaluate the impact of the new standard, the Company expects the adoption of this guidance will have not have any impact on its financial statements. |
3. Going Concern and Liquidity
3. Going Concern and Liquidity | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Liquidity | NOTE 3 – GOING CONCERN AND LIQUIDITY As of March 31, 2020, and December 31, 2019, the Company had $8,643 and $26,841 in cash on hand, respectively. and for the three-month periods ended March 31, 2020, and 2019, the Company generated revenues of $109,746 and $115,572, respectively. Additionally, as of March 31, 2020, the Company had a working capital deficit of $211,229 and negative Kisses from Italy stockholders deficit of $(180,977). In the Company’s financial statements for the fiscal years ended December 31, 2019, and 2018, the Reports of the Company’s independent registered public accounting firm include an explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern. These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Based on the Company’s current financial projections, it believes it does not have sufficient existing cash resources to fund its current operations. It is the Company’s current intention to raise debt and/or equity financing to fund ongoing operating expenses. There is no assurance that financing, whether debt or equity, will be available to the Company, satisfactorily completed or on terms favorable to the Company. Any issuance of equity securities, if accomplished, could cause substantial dilution to existing stockholders and any debt financing may contain covenants limiting certain corporate actions. Any failure by the Company to successfully implement these plans would have a material adverse effect on its business, including the possible inability to continue operations. |
4. Property and Equipment
4. Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 – PROPERTY AND EQUIPMENT The following table sets forth the components of the Company’s property and equipment at March 31, 2020, and December 31, 2019: March 31, 2020 December 31, 2019 Cost Accumulated Depreciation Net Book Cost Accumulated Depreciation Net Book Capital assets subject to depreciation: Furniture and equipment $ 64,539 (48,640 ) 15,899 $ 64,781 $ (45,587 ) $ 19,194 Leasehold improvements 175,715 (145,926 ) 29,789 175,916 (135,996 ) 39,920 Total fixed assets $ 240,254 (194,566 ) 45,688 $ 240,697 $ (181,583 ) $ 59,114 For the three-month periods ended March 31, 2020, and 2019, respectively the Company recorded depreciation and amortization of $12,952 and $10,528. |
5. Accrued and Other Liabilitie
5. Accrued and Other Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued and Other Liabilities | NOTE 5 – ACCRUED AND OTHER LIABILITIES The following table sets forth the components of the Company’s accrued liabilities at March 31, 2020, and December 31, 2019. March 31, December 31, Sales tax payable $ 13,263 7,630 Accrued interest payable 1,145 2,940 Payroll tax liabilities 144,308 132,706 Total accrued liabilities $ 158,716 143,276 The Company is in arrears on its payroll tax payments as of March 31, 2020. Included in the “payroll tax liabilities” as of March 31, 2020, is approximately $38,713 in interest and penalties. |
6. Loans Payable
6. Loans Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Loans Payable | NOTE 6 – LOANS PAYABLE On an as-needed basis, Company secures lines of credit of approximately $10,000 to $25,000. The amount of credit available to be accessed is dependent on the amount of documented credit card receipts received by the Company’s restaurants. The due dates on these credit advances are typically between 90 and 180 days and the interest rates on these facilities are typically, approximately 32%, plus additional processing fees of approximately 5%. As of March 31, 2020, and December 31, 2019, loan payable balances were $0 and $6,000, respectively. Currently, the Company has no lines of credit outstanding and there can be no assurances that previous lenders will extend new lines of credit to the Company. |
7. Convertible Notes
7. Convertible Notes | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes | NOTE 7 – CONVERTIBLE NOTES As of March 31, 2020, and December 31, 2019, the outstanding principal balance of convertible notes was $10,000 and $10,000 respectively. |
8. Stockholders Equity
8. Stockholders Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders Equity | NOTE 8 – STOCKHOLDERS EQUITY Common Stock On March 31, 2020, and December 31, 2019, there were 127,092,335 and 126,550,335 shares of common stock issued and outstanding, respectively, with a $0.001 par value per share. In May 2018, the Company’s Board of Directors and Shareholders approved an amendment to the Company’s Articles of Incorporation, increasing the number of authorized common stock to 200,000,000, par value $0.01 per share. Common Stock Issued in Private Placements During the three months ended March 31, 2020, and 2019, respectively, the Company did not accept any subscription agreements to purchase its common stock. Common Stock Issued in Exchange for Services During the three months ended March 31, 2020, the Company issued 541,800 shares of common stock for services that were valued at $36,301. During the same period ended March 31, 2019, the Company did not issue any shares of its common stock for services. Preferred Stock On December 19, 2019, the Company filed a Certificate of Designation with the State of Florida designating 1,500,000 shares of the Company’s 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”). Series A Stock The Series A Stock is not convertible. Each share of Series A Stock shall entitle the holder to three hundred (300) votes for each share of Series A Stock. Any amendment to the Certificate of Designation requires the consent of the holders of at least two-thirds of the shares of Series A Stock then outstanding. The holders of Series A Stock are not entitled to dividends until and unless determined by the Board of Directors. There were no shares of Series A Stock outstanding as of March 31, 2020, and December 31, 2019. Series B Stock The Series B Stock is convertible at any time by the holder into the number of shares of common stock of the Company based on two times the price paid by the holder for the shares. The Board may establish a minimum conversion price (so that if the market price of the common stock of the Company drops below the issuance price, the conversion rate will then be based on the minimum price established by the Board and not the price paid for the shares). The holders of the Series B Stock shall not be entitled to voting rights except as otherwise provided for in the law. The holders of Series B Stock are not entitled to dividends until and unless determined by the Board. There were no shares of Series B Stock outstanding as of March 31, 2020, and December 31, 2019. Series C Stock The Series C Stock is convertible at any time by the holder into the number of shares of common stock of the Company based on three times the price paid for the shares. The Board has established a minimum price for the price paid of $0.10 per share. The holders of the Series C Stock shall not be entitled to voting rights except as otherwise provided for in the law. The holders of Series C Stock are not entitled to dividends until and unless determined by the Board. There were 116,000 shares and 50,000 shares of Series C Stock, par value $0.001 which were purchased at $1.00 per share, outstanding as of March 31, 2020, and December 31, 2019. |
9. Commitments and Contingencie
9. Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – COMMITMENTS AND CONTINGENCIES As of March 31, 2020, and December 31, 2019, the Company had four operating restaurants. The Company leases these spaces based upon the following schedules: · Kisses From Italy 9 th · Kisses From Italy-Palm Aire based in Pompano Beach, Florida leases approximately 2,300 square feet of space at a cost of $3,600 per month. The Company has a one-year automatic renewal provision for this lease on May 1st of each year under the same terms. · Kisses From Italy -Sea Gardens based in Pompano Beach, Florida leases approximately 600 square feet of space at a cost of $546 per month. The lease ended on August 1, 2018, and was renewed on the same terms. The Company has a one-year automatic renewal provision for this lease but is not obligated to exercise this renewal provision. · The annual rent on the Company’s new location in Bari, Italy is 1,400 euros per month under the terms of a one year lease with an optional automatic renewal provision. The Company also rents furnished office space on a month to month basis in Miami, Florida at a cost of $223 per month which serves as its principal place of business. The Company will remain responsible for rent payments even if its restaurants are unable to open or open at limited occupancy due to the continuing Covid-19 outbreak. |
10. Subsequent Events
10. Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS On June 18, 2020, Kisses From Italy-Franchising LLC entered into a multi-unit development agreement (the “Development Agreement”) pursuant to which it granted development rights to Demasar Management Inc., a Canadian corporation (“Developer”) open and operate up to 100 Kisses From Italy Italian restaurants in Canada. Under the Agreement, Developer is obligated to open a minimum of 20 restaurants by June 17, 2025. In consideration of the development rights, the Agreement provides for a franchise fee of $4,000 Canadian dollars (“CAD”) for each restaurant, or a total of $400,000 CAD which translates to $291,000 USD. Upon execution of the Agreement, the Developer paid $400,000 CAD to the Company, and the Company issued to Denis Senecal, a director of the Developer, 9,500,000 shares of common stock. Developer will have a right of first refusal to obtain the development rights to additional restaurants in Canada if it is in compliance with the Agreement and has opened the minimum 20 restaurants. If Developer receives a bona fide offer from an unaffiliated third party to purchase Developer’s rights under the Development Agreement, the Kisses From Italy-Franchising LLC will have the option, exercisable for 30 days to purchase such business, If the Kisses From Italy-Franchising LLC does not exercise such option, Developer may sell its rights to said third party for a $5,000 transfer fee. The Agreement contains certain non-competition and non-solicitation provisions. The Company and Developer will share profits for all locations developed and agreed to an allocation of franchise royalties. On June 17, 2020, the Company entered into a five-year distribution-financing-lead generation agreement (“Advisory Agreement”) with Denis Senecal pursuant to which he will provide business development, financial advisory and franchise lead generation services to the Company in consideration for the issuance of 9,500,000 shares of the Company’s common stock. Such common stock has “piggyback” registration rights for one year from the date of issuance for one registration statement. The Advisory Agreement will automatically be renewed for an additional five-year term unless either party notifies the other within 180 days prior to the expiration of the initial term that it desires not to renew the Agreement. From April 1, 2020 to June 28, 2020, the Company has received an aggregate of $32,600 from the sale of an aggregate of 32,600 shares of its Series C Stock to three accredited investors in private offerings. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Management's Representation of Interim Financial Statements | Management’s Representation of Interim Financial Statements The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements at December 31, 2019, and 2018 filed as part of the Company’s Annual Report on Form 10-K and Form 10-K/A filed with the SEC on May 18, 2020, and May 29, 2020, respectively. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred. The consolidated financials include the accounts of the Company and its wholly-owned subsidiaries; Kisses from Italy 9 th All intercompany accounts and transactions are eliminated in consolidation. |
Going Concern | Going Concern The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. On a consolidated basis, the Company has incurred significant operating losses since inception. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through private placements of equity and convertible debt as interim measures to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its consolidated operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to impairment of long-lived assets, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. |
Revenue Recognition | Revenue Recognition Sales, as presented in the Company’s consolidated statement of earnings, represents food and beverage product sold and is presented net of discounts, coupons, employee meals, and complimentary meals. Revenue from restaurant sales is recognized when food and beverage products are sold. On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). For the three months ended March 31, 2020, and March 31, 2019, the consolidated financial statements were not materially impacted as a result of the application of Topic 606. |
Non-controlling interest | Non-controlling interest Non-controlling interest represents third-party ownership in the net assets of one of the Company’s consolidated subsidiaries. For financial reporting purposes, the assets and liabilities of our majority-owned subsidiary is consolidated with those of the Company’s |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On March 31, 2020, and December 31, 2019, the Company’s cash equivalents totaled $8,643 and $26,841, respectively. |
Property and equipment | Property and equipment Property and equipment are stated at cost or fair value. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in the results of operations. The estimated useful lives of property and equipment are as follows: Computers, software, and office equipment 1 – 6 years Machinery and equipment 3 – 5 years Leasehold improvements Lesser of the lease term or estimated useful life |
Income taxes | Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions every quarter to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined 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. During the three months ended March 31, 2020, and March 31, 2019, stock-based compensation amounted to $36,301 and $-0-, respectively. |
Leases | Leases The Company follows the guidance in ASC 840 “ Leases |
Net Loss per Share | Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share." Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Codification Improvements Codification Improvements to Topic 842, Leases (Topic 842) Targeted Improvements, In November 2019 the FASB issued ASU 2019-10 which superseded ASU 2019-02 and deferred the effective date for the implementation of lease standards per Topic 842. As an emerging growth company, the Company has until the fiscal year beginning after December 15, 2020, to adopt ASC 842. While the Company continues to evaluate the impact of the new standard, the Company expects the adoption of this guidance will have not have any impact on its financial statements. |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Estimated useful lives of property | The estimated useful lives of property and equipment are as follows: Computers, software, and office equipment 1 – 6 years Machinery and equipment 3 – 5 years Leasehold improvements Lesser of the lease term or estimated useful life |
4. Property and Equipment (Tabl
4. Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | The following table sets forth the components of the Company’s property and equipment at March 31, 2020, and December 31, 2019: March 31, 2020 December 31, 2019 Cost Accumulated Depreciation Net Book Cost Accumulated Depreciation Net Book Capital assets subject to depreciation: Furniture and equipment $ 64,539 (48,640 ) 15,899 $ 64,781 $ (45,587 ) $ 19,194 Leasehold improvements 175,715 (145,926 ) 29,789 175,916 (135,996 ) 39,920 Total fixed assets $ 240,254 (194,566 ) 45,688 $ 240,697 $ (181,583 ) $ 59,114 |
5. Accrued and Other Liabilit_2
5. Accrued and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued and other liabilities | The following table sets forth the components of the Company’s accrued liabilities at March 31, 2020, and December 31, 2019. March 31, December 31, Sales tax payable $ 13,263 7,630 Accrued interest payable 1,145 2,940 Payroll tax liabilities 144,308 132,706 Total accrued liabilities $ 158,716 143,276 |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Computers, software and office equipment [Member] | |
Property and equipment useful life | 1-6 years |
Machinery and Equipment [Member] | |
Property and equipment useful life | 3-5 years |
Leasehold Improvements [Member] | |
Property and equipment useful life | Lesser of lease term or estimated useful life |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Cash equivalents | $ 8,643 | $ 26,841 | |
Stock-based Compensation | $ 36,301 | $ 0 |
3. Going Concern and Liquidity
3. Going Concern and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash | $ 8,643 | $ 26,841 | ||
Revenues | 109,746 | $ 115,572 | ||
Working capital | (211,229) | |||
Stockholders equity | $ (172,905) | $ (485,964) | $ (129,714) | $ (377,438) |
4. Property and Equipment (Deta
4. Property and Equipment (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 240,254 | $ 240,697 |
Accumulated depreciation | (194,566) | (181,583) |
Property and equipment, net | 45,688 | 59,114 |
Furniture and equipment [Member] | ||
Property and equipment, gross | 64,539 | 64,781 |
Accumulated depreciation | (48,640) | (45,587) |
Property and equipment, net | 15,899 | 19,194 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 175,715 | 175,916 |
Accumulated depreciation | (145,926) | (135,996) |
Property and equipment, net | $ 29,789 | $ 39,920 |
4. Property and Equipment (De_2
4. Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 12,952 | $ 10,528 |
5. Accrued and Other Liabilit_3
5. Accrued and Other Liabilities (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Sales tax payable | $ 13,263 | $ 7,630 |
Accrued interest payable | 1,145 | 2,940 |
Payroll tax liabilities | 144,308 | 132,706 |
Total accrued liabilities | $ 158,716 | $ 143,276 |
5. Accrued and Other Liabilit_4
5. Accrued and Other Liabilities (Details Narrative) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Payroll tax liabilities | $ 144,308 | $ 132,706 |
Interest and Penalties [Member] | ||
Payroll tax liabilities | $ 38,713 |
6. Loans Payable (Details Narra
6. Loans Payable (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Line of credit balance | $ 0 | $ 6,000 |
Credit Line 1 [Member] | ||
Credit line maximum amount | $ 25,000 | |
Credit line interest rates | 32.00% |
7. Convertible Notes (Details N
7. Convertible Notes (Details Narrative) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Convertible notes payable | $ 10,000 | $ 10,000 |
8. Stockholders Equity (Details
8. Stockholders Equity (Details Narrative) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Common stock, par value | $ .001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 127,092,335 | 126,550,335 |
Common stock, shares outstanding | 127,092,335 | 126,550,335 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,500,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,500,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 1,000,000 | 100,000 |
Preferred stock, shares issued | 116,492 | 50,000 |
Preferred stock, shares outstanding | 116,492 | 50,000 |
9. Commitments and Contingenc_2
9. Commitments and Contingencies (Details Narrative) | 3 Months Ended | |
Mar. 31, 2020USD ($)ft² | Mar. 31, 2020EUR (€)ft² | |
Fort Lauderdale, FL [Member] | ||
Rental space in sq. ft. | ft² | 990 | 990 |
Lease payment frequency | monthly | |
Lease periodic payment | $ 3,274 | |
Palm Aire [Member] | ||
Rental space in sq. ft. | ft² | 2,300 | 2,300 |
Lease payment frequency | monthly | |
Lease periodic payment | $ 3,600 | |
Sea Gardens [Member] | ||
Rental space in sq. ft. | ft² | 600 | 600 |
Lease payment frequency | monthly | |
Lease periodic payment | $ 546 | |
Miami, FL [Member] | ||
Lease payment frequency | monthly | |
Lease periodic payment | $ 223 | |
Bari, Italy [Member] | ||
Lease payment frequency | monthly | |
Lease periodic payment | € | € 1,400 |