Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):March 9, 2022
KISSES FROM ITALY INC.
(Exact name of registrant as specified in charter)
| Florida | 000-55967 | 46-2388377 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
80 SW 8th Street, Suite 2000 Miami, FL |
33130 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (305) 423-7129
| N/A |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5 - Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 9, 2022, Kisses from Italy, Inc. (the “Company”), filed with the Secretary of State of the State of Florida a Certificate of Amendment to the Company’s Articles of Incorporation (the “Amendment”), which increased the authorized share capital of the Company from two hundred twenty-five million (225,000,000) shares consisting of two hundred million (200,000,000) shares of common stock, $0.001 par value per share (the “Common Stock”) and twenty-five million (25,000,000) shares of preferred stock, $0.001 par value per share, to three hundred twenty-five million (325,000,000) shares, consisting of three hundred million (300,000,000) shares of Common Stock and twenty-five million (25,000,000) shares of preferred stock, $0.001 par value per share.
Pursuant to the provisions of the Florida Business Combination Law, on January 25, 2022, the Board of Directors of the Company by unanimous written consent authorized the Amendment, and on January 27, 2022, the holders of approximately 59.8% of the voting stock of the Company, approved the Amendment.
A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information in Item 5.03 above regarding the approval of the Amendment by written consent of a majority of the Company’s shareholders is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibits Number | Description |
| 3.1 | Certificate of Amendment to the Articles of Incorporation |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 21, 2022 | |||
| By: | /s/ Claudio Ferri | ||
| Name: | Claudio Ferri | ||
| Title: | Co- Chief Executive Officer | ||
| 3 |
Exhibit 3.1