Kisses From Italy Inc.

05/08/2024 | Press release | Distributed by Public on 05/08/2024 11:00

Change in Certifying Accountants - Form 8-K

Item 4.01 Change in Registrant's Certifying Accountant.

Effective as of May 3, 2024, Kisses from Italy Inc. (the "Company), dismissed BF Borgers CPA P.C. ("BF Borgers") as its independent registered public accounting firm. The decision to change independent registered public accounting firms was made with the recommendation and approval of the Company's board of directors.

BF Borgers had served as the Company's independent auditor since 2018. BF Borgers' audit reports on the Company's consolidated financial statements as of and for the fiscal years ended December 31, 2022 and December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles, except that such reports included explanatory paragraphs with respect to the Company's ability, in light of its accumulated losses and negative cash flows from operations, to continue as a going concern.

During the fiscal years ended December 31, 2022 and 2021, and the subsequent interim period through the date of this report, there were no disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to BF Borgers' satisfaction, would have caused BF Borgers to make reference to such disagreements in its audit reports.

During the fiscal years ended December 31, 2022 and 2021, and the subsequent interim period through the date of this report, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The U.S. Securities and Exchange Commission (the "SEC") has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, the Company may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC's Order Instituting Public Administrative and Cease-and-Desist Proceedings pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 2024.

The Company has commenced a search for a new independent registered public accounting firm and at such time as a new firm is formally engaged, the Company will file a current report on Form 8-K disclosing such appointment.