UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended ~~September~~June 30, ~~2017~~2021

¨ ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from ~~_______________~~__________ to ~~______________~~__________

Commission File Number: 333-206260

FIRST FOODS GROUP, INC.
(Exact name of registrant as specified in its charter)

~~NEVADA~~Nevada

47-4145514
(State or other jurisdiction
of incorporation or organization)

(I.R.S. Employer ~~Identification No.)~~
Identification No.)

~~720 Monroe Street,~~First Foods Group, Inc. c/o Incorp Services, Inc., 3773 Howard Hughes Parkway, Suite ~~E210~~500S,

~~Hoboken, NJ 07030~~Las Vegas, NV 89169-6014

(Address of principal executive offices) (Zip Code)

(201) 471-0988

Registrant’s telephone number, including area code

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to section 12(b) of the Act:

Title of

each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ ☒ No x☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check One).~~

Large accelerated filer
¨☐
Accelerated filer
¨☐
Non-accelerated filer
¨☒
Smaller reporting company
x☒
~~(Do not check if a smaller reporting company)~~
Emerging growth company
x☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ ☐ No x

~~Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.~~☒

As of ~~November 9, 2017,~~August 12, 2021, the number of shares outstanding of the registrant’s class of common stock was ~~16,322,857,~~25,527,847, par value of $0.001 per share.

TABLE OF CONTENTS

~~Pages~~

Pages
~~PART I. FINANCIAL INFORMATION~~

PART I. FINANCIAL INFORMATION

Item 1.
Condensed Consolidated Financial Statements (Unaudited)

3

Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016~~2020

3

Condensed Consolidated Statements of Operations for the Three and ~~Nine~~Six Months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020

4

Condensed Consolidated Statements of Changes in Deficit for the Three and Six Months ended June 30, 2021 and 2020

5

Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months ~~Ended September~~ended June 30, ~~2017~~2021 and ~~2016~~2020

6
5

Notes to Condensed Consolidated Financial Statements

67

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

1224

Item 3.
Quantitative and Qualitative Disclosures About Market Risk

1728

Item 4.
Controls and Procedures

1729

PART IIOTHER INFORMATION

Item 1.
Legal Proceedings

1830

Item 1A.
Risk Factors

1830

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

1830

Item 3.
Defaults Upon Senior Securities

1830

Item 4.
Mine Safety Disclosures

1830

Item 5.
Other Information

1830

Item 6.
Exhibits

1931

SIGNATURES

32

2
Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

~~First Foods Group, Inc.~~

~~Condensed Consolidated Balance Sheets~~

~~(Unaudited)~~

September 30,
2017

December 31,
2016

ASSETS

Cash

$ 271

$ 17,355

Prepaid expenses and other current assets

23,044

-

TOTAL ASSETS

$ 23,315

$ 17,355

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES

Accounts payable and accrued liabilities

$ 282,231

$ 17,355

Due to shareholder

167,350

-

Deferred compensation

182,344

-

TOTAL LIABILITIES

631,925

17,355

Commitments

STOCKHOLDERS’ DEFICIT

Series A convertible preferred stock: $0.001 par value, 1 share authorized, no shares issued and outstanding

-

-

Series B convertible preferred stock: $0.001 par value, 4,999,999 shares authorized, no shares issued and outstanding

-

-

Common stock: $0.001 par value, 70,000,000 shares authorized, 16,372,857 and 14,150,000 shares issued and outstanding, respectively

16,373

14,150

Additional paid-in capital

4,114,654

42,949

Accumulated deficit

(4,739,637 )

(57,099 )
Total stockholders’ deficit

(608,610 )

-

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$ 23,315

$ 17,355

First Foods Group, Inc. and Subsidiary
Condensed Consolidated Balance Sheets
(Unaudited)

	June 30, 2021			December 31, 2020
ASSETS
CURRENT ASSETS
Cash	$	168,782		$	50,386
Restricted cash		23,490
Accounts receivable		23,654
Inventory, net		55,613			46,240
Merchant cash advances, net of allowance $147,394 and $291,380, respectively		53,875			121,079
Prepaid expenses and other current assets		118,022			148,805
TOTAL CURRENT ASSETS		443,436			366,510

Property and equipment, net		214,749			242,438
Operating lease right-of-use assets		209,054			239,247
TOTAL ASSETS	$	867,239		$	848,195

LIABILITIES AND DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	876,973		$	645,092
Accounts payable and accrued liabilities- related party		608,290			465,506
Put liability		23,490			-
Deferred revenue		90,837			105,058
Loans, net of unamortized debt discount		1,349,150			966,155
Related party loans, net of unamortized debt discount		470,478			685,279
Operating lease liabilities		63,840			60,403
TOTAL CURRENT LIABILITIES		3,483,058			2,927,493

Loans, net of unamortized debt discount - long term		153,600			300,024
Operating lease liabilities - long term		145,973			179,053
TOTAL LIABILITIES		3,782,631			3,406,570

Commitments

DEFICIT
FIRST FOODS GROUP, INC. DEFICIT:
Preferred stock, 20,000,000 shares authorized:
Series A convertible preferred stock: $0.001 par value, 1 share authorized, 1 issued and outstanding ($577,005 liquidation preference)		0			0
Series B convertible preferred stock: $0.001 par value, 4,999,999 shares authorized, 473,332 issued and outstanding ($160,000 liquidation preference)		473			473
Series C convertible preferred stock: $0.001 par value, 3,000,000 shares authorized, 660,000 shares issued and outstanding ($165,000 liquidation preference)		660			660
Common stock: $0.001 par value,100,000,000 shares authorized, 25,415,756 and 22,367,179 shares issued and outstanding, respectively		25,304			22,367
Additional paid-in capital		11,484,143			10,515,601
Accumulated deficit		(14,246,137	)		(12,954,696	)
Total First Foods Group, Inc. Deficit		(2,735,557	)		(2,415,595	)

Noncontrolling interests		(179,835	)		(142,780	)
Total deficit		(2,915,392	)		(2,558,375	)
TOTAL LIABILITIES AND DEFICIT	$	867,239		$	848,195

The accompanying notes are an integral part of these unaudited condensed consolidated financial ~~statements~~ statements.

3
Table of Contents

~~First Foods Group, Inc.~~

~~Condensed Consolidated Statements of Operations~~

~~(Unaudited)~~

For the three months
ended
September 30,

For the nine months
ended
September 30,

2017

2016

2017

2016

REVENUES

$ -

$ 10,000

$ -

$ 38,000

OPERATING EXPENSES

Professional Fees

2,500

6,344

132,052

38,704

General and Administrative

620,130

12,449

4,550,486

32,874

Total Operating Expenses

622,630

18,793

4,682,538

71,578

LOSS FROM OPERATIONS

(622,630 )

(8,793 )

(4,682,538 )

(33,578 )
NET LOSS

$ (622,630 )

$ (8,793 )

$ (4,682,538 )

$ (33,578 )
BASIC AND DILUTED LOSS PER COMMON SHARE

$ (0.04 )

$ (0.00 )

$ (0.30 )

$ (0.00 )
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

16,372,857

14,150,000

15,690,167

14,150,000

First Foods Group, Inc. and Subsidiary
Condensed Consolidated Statements of Operations
(Unaudited)

	For The Three Months Ended June 30,						For The Six Months Ended June 30,
	2021			2020			2021			2020

REVENUES
Product sales, net	$	240,439		$	8,778		$	256,464		$	12,383
Merchant cash advance income, net		7,102			15,933			33,415			109,302
Total Revenues		247,541			24,711			289,879			121,685

OPERATING EXPENSES
Cost of product sales		162,343			4,703			166,084			5,451
Professional fees		2,097			17,896			3,096			30,327
General and administrative		446,423			358,176			933,810			968,062
Provision for merchant cash advances		(6,840	)		76,853			(144,338	)		479,885
Total Operating Expenses		604,023			457,628			958,652			1,483,725

LOSS FROM OPERATIONS		(356,482	)		(432,917	)		(668,773	)		(1,362,040	)

OTHER INCOME (EXPENSE)
Other income		0			1,000			0			1,000
Loss on extinguishment of loans payable		(299,773	)		0			(299,773	)		0
Interest expense		(174,461	)		(170,704	)		(359,950	)		(324,077	)

Loss before income taxes		(830,716	)		(602,621	)		(1,328,496	)		(1,685,117	)

Provision for income taxes		0			0			0			0

NET LOSS		(830,716	)		(602,621	)		(1,328,496	)		(1,685,117	)

Non-controlling interest share of loss		10,748			17,926			37,055			31,275
Deemed dividends		(139,690	)		0			(139,690	)		0

Net loss attributed to shareholders of First Foods Group, Inc.	$	(959,658	)	$	(584,695	)	$	(1,431,131	)	$	(1,653,842	)

BASIC AND DILUTED LOSS PER COMMON SHARE ATTRIBUTABLE TO FIRST FOODS GROUP, INC. STOCKHOLDERS	$	(0.04	)	$	(0.03	)	$	(0.06	)	$	(0.08	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING ATTRIBUTABLE TO FIRST FOODS GROUP, INC. STOCKHOLDERS		24,167,311			21,226,672			23,397,874			20,916,568

The accompanying notes are an integral part of these unaudited condensed consolidated financial ~~statements~~ statements.

4
Table of Contents

~~First Foods Group, Inc.~~

~~Condensed Consolidated Statements of Cash Flows~~

~~(Unaudited)~~

For the nine months
ended
September 30,

2017

2016

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss

$ (4,682,538 )

$ (33,578 )
Adjustments to reconcile net loss to net cash used in operating activities:

Common stock issued to officers for services rendered

2,932,500

-

Common stock issued to consultants for services rendered

1,141,428

-

Changes in operating assets and liabilities:

Accounts receivable

-

(3,500 )
Prepaid expenses and other current assets

(23,044 )

-

Accounts payable and accrued liabilities

264,876

(671 )
Deferred compensation

182,344

-

Net cash used in operating activities

(184,434 )

(37,749 )
CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from shareholder loans

196,547

-

Repayment of shareholder loans

(29,197 )

-

Net cash provided by financing activities

167,350

-

NET DECREASE IN CASH

(17,084 )

(37,749 )
CASH AT BEGINNING OF PERIOD

17,355

61,573

CASH AT END OF PERIOD

$ 271

$ 23,824

SUPPLEMENTAL CASH FLOW INFORMATION:

CASH PAID FOR:

Interest

$ -

$ -

Income taxes

$ -

$ -

First Foods Group, Inc. and Subsidiary
Condensed Consolidated Statements of Changes in Deficit
(Unaudited)

	Preferred Stock				Common Stock				Additional paid-in		Accumulated			Total First Foods Group,			Non-controlling			Total
	Shares		Amount		Shares		Amount		capital		deficit			Inc. deficit			interests			deficit

Balance at December 31, 2020		1,133,333	$	1,133		22,367,179	$	22,367	$	10,515,601	$	(12,954,696	)	$	(2,415,595	)	$	(142,780	)	$	(2,558,375	)

Common stock issued for cash to a related party		-		0		249,999		250		49,750		0			50,000			0			50,000
Common stock issued to consultants for services		-		0		36,765		37		4,963		0			5,000			0			5,000
Common stock issued for related party loan		-		0		140,000		140		28,520		0			28,660			0			28,660
Common stock issued with loans payable		-		0		18,000		18		4,662		0			4,680			0			4,680
Stock based compensation		-		0		-		0		65,542		0			65,542			0			65,542
Warrants issued for director services		-		0		-		0		43,693		0			43,693			0			43,693
Net loss												(471,473	)		(471,473	)		(26,307	)		(497,780	)
Balance at March 31, 2021		1,133,333	$	1,133		22,811,943	$	22,812	$	10,712,731	$	(13,426,169	)	$	(2,689,493	)	$	(169,087	)	$	(2,858,580	)

Common stock issued for cash to a related party		-		0		249,999		250		49,750		0			50,000			0			50,000
Common stock issued to consultants for services - put liability		-		0		112,390		0		0		0			0			0			0
Common stock issued for related party loan		-		0		50,000		50		10,450		0			10,500			0			10,500
Common stock issued for conversion of loans payable		-		0		191,424		192		31,067		0			31,259			0			31,259
Common stock issued for conversion of loans payable - related party		-		0		2,000,000		2,000		458,000		0			460,000			0			460,000
Stock based compensation		-		0		-		0		74,253		0			74,253			0			74,253
Warrants issued for director services		-		0		-		0		44,179		0			44,179			0			44,179
Warrants issued for related party loan		-		0		-		0		20,200		0			20,200			0			20,200
Warrants issued for conversion of loan payable		-		0		-		0		83,513		0			83,513			0			83,513
Net loss		-		0		-		0		0		(819,968	)		(819,968	)		(10,748	)		(830,716	)
Balance at June 30, 2021		1,133,333	$	1,133		25,415,756	$	25,304	$	11,484,143	$	(14,246,137	)	$	(2,735,557	)	$	(179,835	)	$	(2,915,392	)

Balance at December 31, 2019		1,133,333	$	1,133		20,313,771	$	20,314	$	9,116,998	$	(10,293,260	)	$	(1,154,815	)	$	(61,078	)	$	(1,215,893	)

Common stock issued to consultants for services		-		0		400,000		400		95,600		0			96,000			0			96,000
Common stock issued for loans payable		-		0		224,000		224		53,908		0			54,132			0			54,132
Common stock issued for related party loan		-		0		25,000		25		4,975		0			5,000			0			5,000
Warrants issued for director services		-		0		-		0		197,348		0			197,348			0			197,348
Warrants issued with loan payable		-		0		-		0		20,717		0			20,717			0			20,717
Warrants issued in lieu of deferred compensation		-		0		-		0		250,000		0			250,000			0			250,000
Net loss		-		0		-		0		0		(1,069,147	)		(1,069,147	)		(13,349	)		(1,082,496	)
Balance at March 31, 2020		1,133,333	$	1,133		20,962,771	$	20,963	$	9,739,546	$	(11,362,407	)	$	(1,600,765	)	$	(74,427	)	$	(1,675,192	)

Common stock issued to consultants for services		-		0		150,000		150		25,200		0			25,350			0			25,350
Common stock issued for related party loan		-		0		445,000		445		94,699		0			95,144			0			95,144
Warrants issued for director services		-		0		-		0		72,348		0			72,348			0			72,348
Net loss		-		0		-		0		0		(584,695	)		(584,695	)		(17,926	)		(602,621	)
Balance at June 30, 2020		1,133,333	$	1,133		21,557,771	$	21,558	$	9,931,793	$	(11,947,102	)	$	(1,992,618	)	$	(92,353	)	$	(2,084,971	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial ~~statements~~ statements.

5
Table of Contents

First Foods Group, Inc. and Subsidiary
Condensed Consolidated Statements of Cash Flows
(Unaudited)

	For The Six Months Ended June 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(1,328,496	)	$	(1,685,117	)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-employee stock based compensation		5,000			121,350
Employee stock based compensation		227,666			269,696
Loss on extinguishment of loan payable		299,773			0
Amortization of debt discount		253,549			219,320
Depreciation and amortization expense		28,566			12,741
Change in merchant allowance		(143,986	)		456,984
Merchant cash advance direct write off		(1,312	)		479,885
Non-cash lease expense		30,193			0
Changes in operating assets and liabilities:
Accounts receivable		(23,654	)		13,063
Inventory		(9,373	)		(11,205	)
Merchant cash advances		212,502			(219,408	)
Deferred merchant advance commissions		0			13,896
Prepaid expenses and other current assets		30,783			(21,606	)
Operating lease liabilities		(29,643	)		0
Accounts payable and accrued liabilities		231,881			230,662
Accounts payable and accrued liabilities – related party		142,784			112,257
Put liability		23,490			0
Deferred revenue		(14,221	)		7,042
Net cash used in operating activities		(64,498	)		(440	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		(877	)		(156,605	)
Net cash used in investing activities		(877	)		(156,605	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock - related party		100,000			0
Proceeds from loans		103,601			301,200
Repayment of loans		(33,429	)		(50,000	)
Proceeds from related party loans		112,500			80,000
Repayments of related party loans		(75,411	)		0
Net cash provided by financing activities		207,261			331,200

NET INCREASE IN CASH AND RESTRICTED CASH		141,886			174,155
CASH AND RESTRICTED CASH AT BEGINNING OF PERIOD		50,386			24,353
CASH AND RESTRICTED CASH AT END OF PERIOD	$	192,272		$	198,508

CASH AND RESTRICTED CASH CONSIST OF THE FOLLOWING:
END OF PERIOD
Cash	$	168,782		$	198,508
Restricted cash		23,490			0
	$	192,272		$	198,508
BEGINNING OF PERIOD
Cash	$	50,386		$	24,353
Restricted cash					0
	$	50,386		$	24,353

SUPPLEMENTAL CASH FLOW INFORMATION:
NON-CASH FINANCING ACTIVITIES:
Common stock issued with loans	$	4,680		$	54,132
Common stock issued with related party loans	$	59,360		$	100,144
Common stock and warrants issued for conversion of loan payable	$	250,000		$	0
Common stock issued for conversion of loan payable	$	25,000		$	0
Warrants issued with loans	$	0		$	20,717
Warrants issued in lieu of deferred compensation	$	0		$	250,000
Purchase of assets and settlement of accrued expenses through issuance of loan payable	$	0		$	140,188
Right-of-use assets obtained in exchange for liabilities	$	0		$	267,704

CASH PAID FOR:
Interest	$	83,034		$	54,900
Income taxes	$	0		$	0

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~First Foods Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

Table of Contents

NOTE 1 – BUSINESS SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND LIQUIDITY

Nature of Business

First Foods Group, Inc. (the “Company” or “First Foods” ~~formerly known as Litera Group, Inc.~~) ~~was incorporated under the laws of the State of Nevada on June 1, 2015, as “Litera Group, Inc.”. The Company~~ is an emerging growth corporation originally formed to provide products and services within the theater and film production community. The Company developed screenplays, stage plays, comedy sketch and skit scripts, short film scripts and other literary and dramatic works, as well as offered abridgment and adaptation services. The Company’s target market was independent film and theatrical producers and small and experimental production studios that scout for new projects to produce and distribute. The Company amended its Articles of Incorporation with the State of Nevada in order to change its name from Litera Group, Inc. to First Foods Group, Inc. (the “Amendment”). The board of directors of the Company approved the Amendment on February 15, 2017. The shareholders of the Company approved the Amendment by written consent on February 15, 2017. The Amendment became effective on February 16, 2017. First Foods is nowa smaller reporting company focused on ~~providing management services~~developing its specialty chocolate product line through its Holy Cacao subsidiary and ~~funding options for new foodservice brands and menu concepts, including the participation~~participating in merchant cash advances by(“MCAs”) through its 1^st Foods Funding Division. First Foods ~~Group, Inc. is also growing its own~~continues to pursue new brands and concepts, ~~both through proprietary development and through mergers, acquisitions, and licensing arrangements.~~including the wholesaling of various health-related products.

On April 21, 2017, the Company entered into a binding term sheet (the “Term Sheet”) with Oded Brenner (“Brenner”). Pursuant to the Term Sheet, the Company and Brenner would form an entity that would own the intellectual property rights to “Blue Stripes-Cacao Shop” (the “IP Entity”) for the United States. The Company had 120 days from the date of the Term Sheet to perform due diligence activities and complete the closing. Upon the completion of due diligence, Company Management and the Board of Directors determined that it was in the best interest of the shareholders to forego a US-wide cacao concept. Instead, on August 31, 2017 the Company formed its own wholly owned cacao subsidiary named Holy Cacao ~~Inc., a Nevada corporation. On November 3, 2017 the Company entered into a consulting agreement with Oded Brenner which~~ is a ~~performance-based agreement~~majority owned subsidiary that ~~requires Mr. Brenner~~is dedicated to ~~perform specific~~producing, packaging, ~~marketing~~distributing and ~~product development duties~~selling specialty chocolate products, including specialty chocolate products infused with a hemp-based ingredient in ~~connection~~accordance with the Company’s ~~launch~~understanding of ~~its Holy Cacao subsidiary. Holy Cacao will~~the Agricultural Act of 2014 (the “2014 Farm Bill”) and/or the Agriculture Improvement Act of 2018 (the “2018 Farm Bill,” and together with the 2014 Farm Bill, collectively, the “Farm Bill”), which renders the production of hemp in compliance with the provisions of the Farm Bill federally lawful. The Company has not been, is not, and has no current plans to be ~~dedicated~~involved in producing, packaging, distributing or selling any product that is infused with a marijuana-based ingredient, although it intends to ~~providing specialty chocolate to particular states within~~revisit the ~~US.~~ matter as regulations change in jurisdictions in which it operates.

The Company is ~~currently in the process of negotiating production~~also dedicated to licensing its intellectual property (“IP”), including its name, brand, and packaging, ~~contracts~~to third parties. The Company may license its IP to third parties that may produce, package, and distribute hemp-based products pursuant with the Company’s understanding of the Farm Bill. The Company may license its IP to third ~~party providers in anticipation of operating activities to commence in 2018.~~parties that may produce, package, and distribute marijuana-based products, but only as such licensing is legal. Holy Cacao holds four trademarks for the brands, “The Edibles’ Cult”, “Purely Irresistible”, “Mystere” and “Southeast Edibles”.

~~On June 19, 2017, the Company entered into a binding term sheet (the “TBS Term Sheet”) with The Big Salad Franchise Company, LLC, a Michigan limited liability company (“TBS”).~~ The Company had 60 days from the date of the Term Sheet to perform due diligence activities and complete the closing. Upon the completion of due diligence, Company Management and the Board of Directors determined that it was in the best interest of the shareholders to forego the TBS transaction.

~~On October 25, 2017, the Company entered into~~also has a contract with TIER Merchant ~~Advance~~Advances LLC (“TIER”) to participate in the purchase of future receivables from qualified TIER merchants for the purpose of generating near-term and long-term revenue for the Company. The Company also provides cash advances directly to merchants.

InReclassification

Certain reclassifications have been made to the ~~opinion of management,~~Company’s consolidated financial statements for the ~~accompanying~~period ended December 31, 2020 to conform to the current period’s unaudited condensed consolidated financial ~~statements presented in this Quarterly Report~~statement presentation. Approximately $465,500 worth of related party payables were reclassed to its own line item to confirm with current period presentation. There was no effect on ~~Form 10-Q reflect all normal recurring adjustments necessary to present fairly the financial position~~total assets, equity and results of operations and cash flows for the interim periods presented herein, but are not necessarily indicative of the results of operations for the year ending December 31, 2017. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2016 filed on March 27, 2017, and with the disclosures and risk factors presented therein. The December 31, 2016 condensed balance sheet has been derived from the audited financial statements.net loss.

Liquidity and Going Concern

The Company’s unaudited condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of America (“GAAP”) applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

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~~First Foods Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

In order to continue as a going concern, the Company will need, among other things, additional capital resources. As of June 30, 2021, the Company had approximately $1,349,000 in third-party short-term debt that is due within the next twelve months. Management’s plan is to obtain such resources for the Company by ~~obtaining~~continuing to earn revenue and continuing to obtain capital from management and significant shareholders sufficient to meet its operating expenses, ~~and seeking~~as well as seek equity and/or debt financing. However, neither any members of management nor any significant shareholders are currently committed to invest funds with us and; therefore, we cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

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The Company does not have sufficient cash flow for the next twelve months from the date of this report. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

In December 2019, a novel strain of coronavirus surfaced (COVID-19). The spread of COVID-19 around the world in 2020 caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies. The Company’s financial position, operations and cash flows as of June 30, 2021 have been adversely affected, and may be further affected in the future, by the ongoing outbreak of COVID-19 which in 2020 was declared a pandemic by the World Health Organization. As of June 30, 2021 and through the filing date of the unaudited condensed consolidated financial statements, the Company has continued to collect receivables from its cash advances but has experienced payment delinquencies. The Company has taken a reserve allowance on its MCA’s. As of June 30, 2021, the Company’s Holy Cacao operations have experienced no disruption in customers and revenue, labor workforce, availability of products and supplies used in operations, and the value of assets held by the Company, including inventories. Possible areas that may be materially affected include, but are not limited to, disruption to the Company’s labor workforce, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows.”

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with ~~generally accepted accounting principles in the United States of America~~GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basis of Presentation

The ~~Company’s~~accompanying unaudited condensed consolidated financial statements ~~are presented in accordance with~~were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these unaudited condensed consolidated financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read in conjunction with the ~~United States of America (“GAAP”).~~Company’s annual consolidated financial statements included within the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on March 3, 2021.

In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position and the results of its operations and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The results of operations for the six months ended June 30, 2021 may not be indicative of results for the full year.

The noncontrolling interest represents the proportionate share of the proceeds received and also the income and loss pickup from the fifteen-percent sale of equity interest in our 85% owned subsidiary; Holy Cacao.

Principles of Consolidation

The unaudited condensed consolidated financial statements represent the consolidation of the accounts of the Company and its ~~subsidiaries~~subsidiary in conformity with GAAP. All intercompany accounts and transactions have been eliminated in consolidation.

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Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of twelve months or less to be cash equivalents. At ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016, respectively,~~2020, the Company had ~~$271 and $17,355 in cash.~~no cash equivalents.

~~Revenue Recognition~~The Company’s cash is held with financial institutions, and the account balances may exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit at times. Accounts are insured by the FDIC up to $250,000 per financial institution. The Company has not experienced any losses in such accounts with these financial institutions.

~~Prior~~Restricted Cash

As of June 30, 2021 restricted cash included $23,490, which was pursuant to ~~December 30, 2016,~~the requirements in the sales consultant agreement entered into November 2020 (see note 8).

Merchant Cash Advances

The Company participates in the merchant cash advance industry by directly advancing sums to a merchant or a merchant advance provider, TIER, who in turn advances sums to merchants or other merchant cash advance providers. Each reporting period, the Company ~~generated revenues~~reviews the carrying value of these advances and determines whether an impairment reserve is necessary. At June 30, 2021, the Company reserved $147,394 which is 73% of the outstanding merchant cash advance balance at period end based on the potential impact of COVID 19. During the six months ended June 30, 2021 the Company wrote off 4 merchant advances for a total of $5,132 and recovered 5 merchant advances for a total of $4,781. During the six months ended June 30, 2020 the Company wrote off 21 merchant advances for a total of $22,901 and there were no recoveries.

During the three months ended June 30, 2021 the Company wrote off 3 merchant advances for a total of $4,007 and recovered 3 merchant advances for a total of $2,695. During the three months ended June 30, 2020 the Company wrote off 10 merchant advances for a total of $10,573 and there were no recoveries.

Revenue Recognition

We completed, related to our merchant cash advance business line, our assessment of the impact of Accounting Standards Codification (“ASC”) 606 and determined that we recognize revenue in accordance with ASC 860, Transfers and Servicing, which is explicitly excluded from the scope of ASC 606. We participate in the servicing of merchant cash advances that have been provided to third parties, which in accordance with ASC 860, causes us to recognize merchant cash advance (“MCA”) income. We also have product sales from our Holy Cacao division that follow ASC 606.

Product sales are measured based on consideration specified in a contract with a customer that we expect to receive in exchange for goods, net of any variable considerations (e.g., rights to return product, sales incentives, etc.). The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product to a customer. These criteria are assumed to have been met upon delivery of the products requested by the customer to the customer’s carrier. The Company applied the practical expedient available under ASC 606 to disregard determining significant financing components, if the good is transferred and payment is received within one year.

When a merchant cash advance is purchased, the Company records a merchant cash advance participation receivable for the purchase price. The purchase price consists of the merchant cash advance principal plus an up-front commission that is amortized over the term of the merchant cash advance. The amount of the commission is negotiated between the Company and TIER for each contract. The standard commission is 15% of the merchant cash advance principal but can be reduced depending upon the credit worthiness of the merchant. The average commission paid by the Company since inception has been approximately 7%. If a merchant cash advance contract is signed in one period, but not paid until a subsequent period, a corresponding liability is established in the current period.

At the time the Company participates in a merchant cash advance, the Company records a deferred revenue liability, which is the total future receivable due to the Company less the principal amount of the merchant cash advance. Revenue is recognized and the deferred liability is reduced over the term of the merchant cash advance.

TIER maintains a bank account on behalf of the Company. Each day, TIER receives payment, reflected in the bank account, for each merchant cash advance TIER has purchased on behalf of the Company from various merchant cash advance providers. The Company reduces its merchant cash advance balance by the cash received, which is net of platform fees. Platform fees are a daily charge associated with the ACH service and the financial and reporting management software platform provided by TIER. The platform fees are also negotiated between the Company and TIER for each contract but are typically 4% of the daily merchant cash advance principal amount.

For each merchant cash advance entered into by the Company, TIER receives a daily payment as payments are made on the advance, for each merchant cash advance TIER has purchased on behalf of the Company from various merchant cash advance providers. The Company reduces its merchant cash advance balance by the cash received, which is net of a 2% commission to TIER.

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Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions and sets up an allowance for doubtful accounts when collection is uncertain. Customers’ accounts are written off when all attempts to collect have been exhausted. The Company considers an invoice past due once the term of the invoice has passed and payment has not been received. No interest is charged on past due invoices. Recoveries of accounts receivable previously written off are recorded as income when received. Aside from reserves established with respect to MCAs, as of June 30, 2021, the Company had no allowance for doubtful accounts.

Inventory

Inventory, consisting of raw materials, work in process and products available for sale, are accounted for using the first-in, first-out method, and are valued at the lower of ~~movie scripts. Revenues were recognized when~~cost or net realizable value. This valuation requires management to make judgements based on currently available information, about the likely method of disposition, such as through sales to individual customers and returns. The Company has no allowance for inventory reserves.

Inventory consisted of the following ~~conditions were met:~~as of June 30, 2021 and December 31, 2020:

	June 30,		December 31,
	2021		2020
Raw Materials	$	38,838	$	37,259
Work in Process		10,013		2,790
Finished Goods		6,762		6,191
Total	$	55,613	$	46,240

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. When assets are sold, retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheets and any resulting gain or loss is reflected in the unaudited condensed consolidated statements of operations and members’ deficit in the period realized.

Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the assets, which are as follows:

1.Property – Leasehold improvements	~~Persuasive evidence of a sale or license agreement exists with a customer.~~
	4 years
2.Equipment	~~The script is complete and has been delivered or is immediately available to be delivered in accordance with the terms of the agreement.~~5 years

Impairment of Long-Lived Assets

Long-lived assets are comprised of property and equipment. The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset or group of assets may not be recoverable. If these circumstances exist, recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no impairments to long-lived assets for the six months ended June 30, 2021 and 2020.


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3.	~~The license period for the arrangement has started and the customer can begin exploitation, exhibition or sale.~~

4.	~~The arrangement fee is fixed or determinable~~

5.	~~Collection of the arrangement fee is reasonably assured.~~

Leases

~~If any~~The Company determines if an arrangement is a lease at the inception of a contract. Operating lease right-of-use (“ROU”) assets are included in right-of-use assets on the unaudited condensed consolidated balance sheets. The current and long-term components of operating lease liabilities are included in the operating lease liabilities and operating lease liabilities – long term, respectively on the unaudited condensed consolidated balance sheets.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the ~~above conditions~~future minimum lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Certain leases may include options to extend or terminate the lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not ~~met,~~recorded in the ~~Company will defer revenue until all conditions are met.~~balance sheet.

The company does not include the non-lease components that are associated with the lease and accounts for them outside of the lease in accordance with ASC Topic 842 Leases. The percentage of cost associated with the lease component was 100%.

Research and Development

The Company’s policy is to engage market and branding consultants to research and develop specialty chocolate products, including chocolate products infused with a hemp-based ingredient, and packaging targeted to particular states within the US. The research and development costs for the six months ended June 30, 2021 and 2020, were approximately $33,000 and $32,000, respectively. The research and development costs for the three months ended June 30, 2021 and 2020, were approximately $16,000 and $28,000, respectively. These expenses are included in general and administrative expenses on the accompanying unaudited condensed consolidated statements of operations.

Deferred Financing Costs

The Company records origination and other expenses related to its debt obligations as deferred financing costs. These expenses are deferred and amortized over the life of the related debt instrument. In accordance with Accounting Standards Update (“ASU”) No. 2015-03, deferred finance costs, net of accumulated amortization have been included as a contra to the corresponding loans in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, respectively.

Stock Based Compensation

The Company measures and recognizes compensation expense for all stock-based payments at fair value over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options and warrants. For restricted stock grants, fair value is determined as the closing price of our common stock on the date of grant. Equity-based compensation expense is recorded in administrative expenses based on the classification of the employee or vendor. The determination of fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price, as well as by assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors.

Income Taxes

The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016,~~2020, the Company had a full valuation allowance against deferred tax assets. With the historical change in ownership, ~~occurring December 30, 2016,~~ the Company is subject to certain NOL limitations under Section 382 of the Internal Revenue Code.

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~~First Foods Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

Per Share Data

In accordance with “ASC-260 - Earnings per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive shares outstanding as of ~~September~~June 30, ~~2017~~2021 and ~~2016.~~2020 because their effect would be antidilutive.

The Company had 5,414,224 and 1,499,750 warrants to purchase common stock outstanding at June 30, 2021 and 2020, respectively. The Company had 4,470,000 warrants to purchase Series B preferred stock outstanding at June 30, 2021 and 2020, respectively. The Company has outstanding one (1) Series A preferred share that is convertible into five (5) shares of the Company’s common stock. Additionally, the Company has 473,332 Series B preferred shares, and 660,000 Series C preferred shares outstanding that are convertible into 2,366,660 and 660,000 shares of common stock at June 30, 2021 and 2020, respectively. The warrants and preferred stock were not included in the Company’s weighted average number of common shares outstanding because they would be anti-dilutive.

Fair Value of Financial Instruments

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The carrying value of cash, merchant cash advances, accounts receivable, prepaid expenses, accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments. Management is of the opinion that the Company is not exposed to significant market or credit risks arising from these financial instruments.

~~Recent Accounting Pronouncements~~Advertising and Promotion

Advertising and promotion costs are expensed as incurred. Advertising and promotion costs recognized in the unaudited condensed consolidated statements of operations for the six months ended June 30, 2021 and 2020, were approximately $52,000 and $21,000, respectively, and for three months ended June 30, 2021 and 2020, were approximately $27,000 and $5,700, respectively.

Non-Controlling Interests in Condensed Consolidated Financial Statements

In ~~May 2014,~~June 2011, the Financial Accounting Standards Board (“FASB”) issued ~~Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts~~ASC 810-10-65-1, to clarify that a non-controlling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the condensed consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and non-controlling interest, with ~~Customers,” which supersedes~~disclosure on the ~~revenue recognition requirements in Accounting Standards Codification (“ASC”) 605-Revenue Recognition and most industry-specific guidance throughout~~face of the ~~ASC. ASU 2014-09 establishes principles for recognizing revenue upon~~unaudited condensed consolidated income statement of the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. In July 2015, the FASB deferred the effective date for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). Early adoption is permittedamounts attributed to the ~~original effective date~~parent and to the non-controlling interest. In accordance with ASC 810-10-45-21, those losses attributable to the parent and the non-controlling interest in subsidiaries may exceed their interests in the subsidiary’s equity. The excess and any further losses attributable to the parent and the non-controlling interest shall be attributed to those interests even if that attribution results in a deficit non-controlling interest balance. During the year ended December 31, 2017, the Company entered into a subscription agreement for ~~annual reporting periods beginning after~~the sale of a ten-percent equity interest in its then wholly owned subsidiary, Holy Cacao, for $200,000 in cash proceeds, in the aggregate. During the year ended December ~~15, 2016 (including interim reporting periods within those periods). The amendments may be applied retrospectively~~31, 2019, 5% equity was issued to ~~each prior period (full retrospective) or retrospectively~~a service provider due to the completion of Holy Cacao’s first sale of its product, as per the agreement with the ~~cumulative effect recognized~~service provider. The Company’s periodic reporting now includes the results of operations of Holy Cacao, with the fifteen-percent ownership reported as non-controlling interests. For the six months ended June 30, 2021 and 2020, the cost of products sold was $166,084 and $5,451, respectively, and the ~~date~~operating expense for Holy Cacao was approximately $393,000 and $215,000, respectively. There was approximately $256,500 and $12,400 of ~~initial application (modified retrospective).~~ revenue for Holy Cacao for the six months ended June 30, 2021 and 2020, respectively. For the three months ended June 30, 2021 and 2020, the cost of products sold was $162,343 and $4,703, respectively, and the operating expense for Holy Cacao was approximately $205,000 and $122,000, respectively. There was approximately $240,400 and $8,800 of revenue for Holy Cacao for the three months ended June 30, 2021 and 2020, respectively.

The Company ~~will adopt ASU 2014-09 in the first quarter of 2019~~conducts business as two operating segments, First Foods and ~~plans to apply the full retrospective approach.~~Holy Cacao. The Company does not ~~anticipate~~distinguish between the two segments and has only one reportable segment based on quantitative thresholds. The accounting policies of the segments are the same as the accounting policies of the Company as a whole. The operating results of these business segments are regularly reviewed by the Company’s chief operating decision maker.

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Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. Unless otherwise discussed, the Company believes that the ~~adoption~~impact of ~~ASU 2014-09~~recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered small reporting companies (“SRC”) as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company will continue to evaluate the effect adopting ASU 2016-13 will have on the Company’s unaudited condensed consolidated financial statements.

NOTE 2 ~~– PREPAID EXPENSES~~

~~The following table represents prepaid expenses and other current assets as of September 30, 2017 and December 31, 2016, respectively.~~

Year Ended

September 30,
2017

December 31,
2016

Insurance

$ 17,063

$ -

Financing fees

5,000

-

Employee receivable

981

-

Total

$ 23,044

$ -

~~NOTE 3~~ – RELATED PARTY TRANSACTIONS

Employment Agreement

On March 1, 2017, Mark J. Keeley assumed the role of Chief Financial Officer (“CFO”). Pursuant to his Employment Agreement, the CFO shall receive $20,833 per month. Additionally, Mr. Keeley earns an additional $40,000 per year for his role as a Director of the Board. As of June 30, 2021 and December 31, 2020, the Company has accrued $454,167 and $329,167, respectively, in relation to the employment agreements and $22,397 and $20,578, respectively, in relation to the payroll tax liability.

Consulting Agreements

On February 27, 2017, Harold Kestenbaum ~~an individual newly appointed by the Board of Directors of the Company~~ assumed the role of Chairman of the Board of Directors and Interim Chief Executive Officer (“Interim CEO”). ~~Pursuant to the consulting contract, the Interim CEO shall receive (i) 750,000 shares of common stock of the Company~~Mr. Kestenbaum earns $40,000 per year for his ~~appointment~~role as Chairman of the ~~Board, (ii) $10,000 per month~~Board. As of June 30, 2021, the Company has accrued a total of $40,000 of compensation for his role as Interim CEO ~~which shall be deferred until~~under a previous agreement.

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As of June 30, 2021, the Company ~~raises at least $1,500,000~~has a consulting agreement with R and W Financial (a company owned by a director) for $5,000 a month. The agreement is for an indefinite period of time and is subject to cancellation by either party with written notice of 30 days. The outstanding balance as of June 30, 2021 and December 31, 2020 was $114,645 and $82,988, respectively.

Related Party Loans

			June 30, 2021			December 31, 2020
1.	Note payable at 12%, matures 10/17/2021.	{a} *	$	100,000		$	100,000
2.	Non-interest bearing note payable, matures on 4/24/2022.	{b} *		179,813			179,813
3.	Note payable at 12%, matures 10/13/2021. The Company has recorded debt discount and amortized it over the applicable life of the debt.	{c} *		100,000			100,000
4.	Note payable at 12%, matured and converted into common stock on 5/10/2021.	{d} *		0			250,000
5.	Non-interest bearing note payable, matured and repaid on 1/05/2021.	*		0			74,411
6.	Non-interest bearing note payable, matures on 5/04/2021. In connection with the issuance, the Company has recorded debt discount and amortized it over the applicable life of the debt.	{e} *		60,000			0
7.	Non-interest bearing note payable, matures on 1/08/2022.	*		1,500			0
8.	Note payable at 12%, matures 8/31/2021. The Company has recorded debt discount and amortized it over the applicable life of the debt.	{f} *		50,000			0
	Unamortized debt discount			(20,835	)		(18,945	)
	Total		$	470,478		$	685,279

	{a} - On April 17, 2021, the Company extended the note to October 17, 2021 based on the same terms and conditions.
	{b} - On April 24, 2021, the Company extended the note to April 24, 2022 based on the same terms and conditions.
	{c} - On July 13, 2021, the Company extended the note to October 13, 2021 based on the same terms and conditions. In association with this and prior extensions the company issued 80,000 shares of common stock with a fair value of $16,000, and 100,000 warrants with a fair value of $15,350 which will be recorded as a debt discount and amortized over the life of the loan. The warrants are valued based on the Black Scholes Model, are fully vested as of the issue date and have an exercise term of three (3) years.
	{d} - On May 10, 2021, the loan was converted into 2,000,000 shares of common stock. Additionally, the company granted warrants for the right to purchase 375,000 shares of common stock at an exercise price of $0.23 a share. The warrants are valued at $83,513 based on the Black Scholes Model, are fully vested as of the issue date and have an exercise term of three (3) years. In association with the conversion of the note to common stock and warrants, the company recognized a loss of $293,513.
	{e} - On March 9, 2021, the Company issued a non-interest-bearing promissory note of $60,000. In connection with this note the company issued 60,000 shares of common stock with a fair value of $12,660, which was recorded as a debt discount and amortized over the life of the loan. The Company repaid the loan on July 23, 2021.
	{f} - On April 29, 2021, the Company issued a 12% interest bearing promissory note of $50,000. In connection with this note the company issued 50,000 shares of common stock with a fair value of $10,500, which was recorded as a debt discount and amortized over the life of the loan. The loans original maturity date was May 31, 2021 but has been extended on to August 31, 2021. In association with this extension the company granted warrants for the right to purchase 100,000 shares of common stock at an exercise price of $0.21 a share. The warrants are valued at $20,200 based on the Black Scholes Model, are fully vested as of the issue date and have an exercise term of three (3) years. The Company recorded a debt discount and will amortize it over the life of the loan.
	* - unsecured note

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During the six months ended June 30, 2021 and 2020, the Company recorded $57,470 and $31,468 of interest expense related to the amortization of debt discount and $22,258 and $26,926 of regular interest, respectively.

During the three months ended June 30, 2021 and 2020, the Company recorded $24,116 and $21,081 of interest expense related to the amortization of debt discount and $8,942 and $13,463 of regular interest, respectively. As of June 30, 2021 and December 31, 2020, accrued interest was $56,051 and $45,889, respectively.

During the six months ended June 30, 2021, the Company converted $250,000 of loan payable in ~~financing,~~exchange for 2,000,000 shares of common stock and ~~(iii) $10,000~~warrants for ~~every new franchising client he obtains,~~the right to purchase 375,000 shares of common stock. The aggregate fair value of the common stock shares issued and ~~(iv) $2,000 per month~~ for ~~legal services upon acquisition~~the granted warrants was $543,513. The Company recorded a loss on extinguishment of debt of $293,513.

All of the above transactions were approved by disinterested directors.

Director Agreements

On May 10, 2018, the directors of the Company were awarded share-based compensation for the service period of May 10, 2018 through December 31, 2020, as a ~~franchising client. In conjunction~~one-time award of the ability to purchase a particular number of warrants, ranging from 80,000 to 400,000 (collectively the “Warrants”) with ~~this individual’s appointment,~~ the ~~former Chief Executive Officer resigned, but will remain~~following terms:

	•	Number and Type – Each Director is entitled to a one-time award of Warrants for the number of shares of Series B Preferred Stock of the Company. Each share of Series B Preferred Stock shall have voting rights equal to five (5) votes per share. Each share of Series B Preferred Stock is convertible into five (5) shares of the Company’s Common Stock (the “Common Stock”), including liquidation preference over Common Stock.

	•	Duration – The Warrants entitle each Director to purchase the Series B Preferred Stock from the Company, after January 1, 2019 and before December 31, 2027.

	•	Purchase Price - The purchase price is $0.60 per share of Series B Preferred Stock.

	•	Cashless Exercise - If on the date the Director surrenders all or a portion of the Warrants for the purchase of Series B Preferred Stock or the equivalent number of shares of Common Stock, the per share market value of one share of Common Stock is greater than the exercise price of the equivalent Warrant, in lieu of exercising the Warrant by payment of cash, the Director may exercise the Warrant by a cashless exercise and shall receive a ratably lower number of shares of Series B Preferred Stock or the equivalent number of shares of Common Stock.

	•	Vesting - The Warrants are subject to a 32-month period whereby the Warrants vest in equal monthly increments from May 10, 2018 through December 31, 2020. Any unvested warrants are forfeited, if the Director ceases to be a Director.

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The Company issued warrants with respect to 1,280,000 Series B Preferred Stock, in the aggregate. The Company expensed the fair value of these warrants in the amount of $768,000 ratably during the years ended December 31, 2018, 2019 and 2020. There was no expense related to these warrants for the three and six months ended June 30, 2021. For the three and six months ended June 30, 2020, the Company recorded $72,348 and $144,696 as compensation expense related to the ~~Secretary and a~~warrants, respectively.

On January 1, 2020, the Company entered into director agreements with each of the Directors of the Company. Pursuant to the agreements, each Director may be compensated with share-based and/or cash-based compensation. The ~~shares were valued at $1,500,000, representing~~Directors’ compensation for the period January 1, 2020 through December 31, 2020 was $10,000 per quarter per Director to be paid on a ~~market value of $2.00 per share based on the closing price on the day of trading.~~

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~~First Foods Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

~~On March 1, 2017, Mark J. Keeley, an individual newly appointed~~date determined by the Board of Directors. In addition, the Directors were able to receive a one-time award of the ability to purchase a particular number of warrants, as determined by the Board of Directors. On January 1, 2021, the director agreements were renewed with the same terms. As of June 30, 2021 and December 31, 2020 the Company ~~assumed the role of Chief Financial Officer (“CFO”). Pursuant~~has accrued $390,000 and $320,000, respectively, in relation to the ~~Employment~~director agreements.

On July 7, 2020, our Board of Directors appointed Michael Kaplan to the Board of Directors.

Mr. Kaplan’s compensation as a director for the initial twelve months will consist of one million (1,000,000) warrants which will vest at the rate of 83,333 warrants per month for the initial eleven months and the balance in the twelfth month, provided he is a director on each vesting date, with the initial tranche vesting on the day he takes office and then on each monthly anniversary of such date thereafter. Each Warrant will be exercisable for 36 months after it vests and will be exercisable at a price of $0.18 per share. The warrants are valued at $177,200 based on the Black Scholes Model. If he remains in office beyond twelve months, commencing with month thirteen, his compensation will be similar to the majority of the directors then in office. The company is currently in negotiation with Mr. Kaplan regarding his compensation. For the six months ended June 30, 2021 and 2020, the Company recorded $87,872 and $0 as compensation expense related to the warrants, respectively. For the three months ended June 30, 2021 and 2020, the Company recorded $44,179 and $0 as compensation expense related to the warrants, respectively.

Prior to Mr. Kaplan’s appointment to the Board of Directors, on July 7, 2020 we entered into (i) a Subscription Agreement ~~the CFO shall receive (i) 750,000~~with Mr. Kaplan to sell to him one million (1,000,000) shares of common stock at a purchase price of ~~the Company, and (ii) $20,833~~$0.20 per ~~month,~~share for a total purchase price of $200,000, which shares shall be ~~deferred until~~purchased in twelve (12) equal monthly installments of 83,333 shares (the last installment to cover 83,337 shares) with the ~~Company raises at least $1,500,000 in financing. The 750,000~~initial purchase occurring on the date thereof and subsequent installments on each monthly anniversary thereafter (ii) a Consulting Agreement with Mr. Kaplan to award him, as full compensation for two (2) years of service, warrants to purchase two million (2,000,000) shares of common stock at an exercise price of $0.18 per share, which was the closing price of our common stock on such date. The warrants are valued at ~~$1,687,500, representing a fair market value of $2.25 per share~~$354,400 based on the ~~closing price on~~Black Scholes Model; and (iii) an arrangement with Mr. Kaplan that in the ~~day of trading, and are recognized over a 12-month service period as a result of a clawback provision.~~

~~On October 25, 2017, Mark J. Keeley was appointed as a director of~~event he raises outside investment in the Company ~~by the Board of Directors of the Company.~~

~~A Company director, Hershel Weiss, owns the building that includes the Company’s office address and provides office space to the Company at no cost.~~

~~Due to Shareholder~~

Throughout the period ended September 30, 2017, the Company Secretary, who is also a director and a shareholder of the Company, provided non-interest bearing short term loans to the Company. A total of $196,547 was advanced during the nine months ended September 30, 2017, and the Company repaid $29,197, for a balance of $167,350.

On October 17, 2017, Obvia LLC, of which the Company Chief Financial Officer, who is also a director and a shareholder of the Company, is a 50% owner, provided a loan to the Company’s Funding Division in the amount of ~~$100,000 bearing an interest rate~~$500,000 - $2,000,000, he will receive a warrant with one underlying share for each dollar he so raises. For the six months ended June 30, 2021 and 2020, the Company recorded $83,478 and $0 as compensation expense related to the warrants, respectively. For the three months ended June 30, 2021 and 2020, the Company recorded $41,970 and $0 as compensation expense related to the warrants, respectively.

The warrants shall vest upon the occurrence to the Company of certain milestone events through the efforts of the ~~US Prime Federal Funds Rate +1%, to be compounded monthly. The note is secured~~consultant. (See Note 6).

If terminated with cause by the ~~full value~~Company, the consultant shall not thereafter be entitled to any form of compensation, the unvested warrants shall terminate, and he shall be paid a buyout fee in the amount of 250,000 fully vested warrants. If terminated without cause by the Company, all unvested warrants shall be accelerated and vest in one-half the time it was previously scheduled to vest.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment, net consists of the ~~borrower.~~following:

	June 30, 2021			December 31, 2020
Leasehold improvements	$	40,000		$	40,000
Equipment		240,392			239,515
Less: Accumulated depreciation and amortization		(65,643	)		(37,077	)
Total	$	214,749		$	242,438

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NOTE 4 – ~~STOCKHOLDERS’ DEFICIT~~ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

~~On December 30, 2016, as a result of a private transaction, the control block of voting stock~~Accounts payable and accrued liabilities consist of the following:

	June 30, 2021		December 31, 2020
Accounts payable	$	204,195	$	146,910
Interest		134,241		109,747
Salaries		476,558		349,745
Other		61,979		38,690
Related party payables and officer and director fees		608,290		465,506
Total	$	1,485,263	$	1,110,598

NOTE 5 – LOANS AND LONG-TERM LOANS

			June 30, 2021			December 31, 2020
1.	Note payable at 12%, matures 1/23/2022. In connection with the original issuance, as well as subsequent extension, the Company has recorded debt discount and amortized it over the applicable life of the debt.	{a} *	$	50,000		$	50,000
2.	Note payable at 12%, matures 10/22/2021. In connection with the original issuance, as well as subsequent extension, the Company has recorded debt discount and amortized it over the applicable life of the debt.	{b} *		18,000			18,000
3.	Note payable at 12%, matures 1/8/2022. In connection with the original issuance, as well as subsequent extension, the Company has recorded debt discount and amortized it over the applicable life of the debt.	*		50,000			50,000
4.	Note payable at 12%, matured and converted into common stock on 6/11/2021.	{c} *		0			25,000
5.	Note payable at 12%, matures 1/31/2022. In connection with the issuance, the Company has recorded debt discount and amortized it over the applicable life of the debt.	{d} *		250,000			250,000
6.	Note payable at 12%, matures 10/1/2021. In connection with the issuance, the Company has recorded debt discount and amortized it over the applicable life of the debt.	*		410,000			410,000
7.	Note payable at 12%, matures 10/15/2021. In connection with the issuance, the Company has recorded debt discount and amortized it over the applicable life of the debt.	*		140,000			140,000
8.	Note payable at 12%, matures 10/30/2021. In connection with the issuance, the Company has recorded debt discount and amortized it over the applicable life of the debt.	*		200,000			200,000
9.	Note payable at 12%, matures 1/23/2022. In connection with the issuance, the Company has recorded debt discount and amortized it over the applicable life of the debt.	{e} *		60,000			60,000
10.	Note payable at 12%, matures 1/28/2022. In connection with the issuance, the Company has recorded debt discount and amortized it over the applicable life of the debt.	*		96,000			96,000
11.	Note payable at 3.75%, matures 6/25/2050 - Economic injury disaster loan.	**		150,000			150,000
12.	Non-interest bearing note payable, matures on 9/30/2021.	*		20,050			53,479
13.	Note payable at 12%, matures 3/9/2022. In connection with the issuance, the Company has recorded debt discount and amortized it over the applicable life of the debt.	*		50,000			50,000
14.	Note payable at 12.5%, matures 12/17/2022.	*		3,600			0
15.	Note payable at 0%, matures 8/31/2021.	***		100,001			0
	Unamortized debt discount			(94,901	)		(286,300	)
	Total			1,502,750			1,266,179
	Less: short term loans, net			150,000			966,155
	Total long-term loans, net		$	1,352,750		$	300,024

	{a} - On August 4, 2021, the Company extended the note to January 23, 2022 based on the same terms and conditions. In association with the extension the company granted warrants with tithe right to purchase 50,000 shares of common stock with a fair value on $7,675, which will be recorded as a debt discount and amortized over the new life of the loan. The warrants are valued based on the Black Scholes Model, are fully vested as of the issue date and have an exercise term of three (3) years.
	{b} - On August 4, 2021, the Company extended the note to October 22, 2021 based on the same terms and conditions. In association with the extension the company issued 18,000 shares of common stock with a fair value on $8,880, which will be recorded as a debt discount and amortized over the new life of the loan.
	{c} - On June 19, 2021, the Company converted the entire value of the note to 191,424 shares of common stock with a fair value of $31,260. In association with the conversion of the note to common stock, the company recognized a loss of $6,260.
	{d} - On August 6, 2021, the Company extended the note to January 31, 2022. The current interest rate will continue at 12% per annum, however the amount of interest above a rate of 6% per annum will be deemed paid by being added to capital due from the Company to the creditor. This additional capital amount will not bear interest in the period to January 31, 2022. In association with the extension the company granted warrants with the right to purchase 250,000 shares of common stock with a fair value on $38,375, which will be recorded as a debt discount and amortized over the new life of the loan. The warrants are valued based on the Black Scholes Model, are fully vested as of the issue date and have an exercise term of three (3) years.
	{e} - On August 4, 2021, the Company extended the note to January 23, 2022 based on the same terms and conditions. In association with the extension the company issued 60,000 shares of common stock with a fair value on $9,600, which will be recorded as a debt discount and amortized over the new life of the loan.
	* - unsecured note
	**- secured note and collateralized by all tangible and intangible personal property
	*** - unsecured note and guaranteed by a Director of the Company

During the three months ended June 30, 2021 and 2020, the Company ~~represented by 10,500,000~~recorded $99,382 and $95,705 of interest expense related to the amortization of debt discount and $41,687 and $38,863 of regular interest, respectively. During the six months ended June 30, 2021 and 2020, the Company recorded $196,079 and $187,852 of interest expense related to the amortization of debt discount and $82,990 and $76,959 of regular interest, respectively. As of June 30, 2021 and December 31, 2020, accrued interest was $72,627 and $61,099, respectively.

As of June 30, 2021 and December 31, 2020, accrued interest associated with the economic injury disaster loan was $5,563 and $2,759, respectively.

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NOTE 6 – STOCKHOLDERS’ DEFICIT

The following table shows the changes in shares of common stock ~~(the “Shares”), was transferred from the founder of the Company to Rosenweiss Capital LLC, and a change of control of the Company occurred. The consideration paid~~ for the ~~Shares, which represent 74% of the issued~~six months ending June 30, 2021 and ~~outstanding share capital of the Company on a fully-diluted basis, was $200,000.~~ 2020:

	Shares		Amount

Common stock outstanding, December 31, 2020		22,367,179

Common stock issued for cash to a related party		499,998	$	100,000
Common stock issued to consultants for services		149,155		28,490
Common stock issued for related party loan		190,000		39,160
Common stock issued with loans payable		18,000		4,680
Common stock issued for conversion of loans payable		191,424		31,259
Common stock issued for conversion of loans payable – related party		2,000,000		460,000
Common stock outstanding, June 30, 2021		25,415,756	$	663,589

	Shares		Amount

Common stock outstanding, December 31, 2019		20,313,771

Common stock issued to consultants for services		550,000	$	121,350
Common stock issued with loans payable		224,000		54,132
Common stock issued for related party loans		470,000		100,144
Common stock outstanding, June 30, 2020		21,557,771	$	275,626

Warrant Activity

Common Stock Warrants

On ~~February 27, 2017,~~January 29, 2020, the Company issued a ~~consulting contract containing an award~~promissory note of ~~750,000~~$96,000 (see Note 5). In connection with this note the Company issued warrants to purchase 96,000 shares of the Company’s common stock (see Note 3) was executed for the Interim CEO to serve as a Director and Chairman of the Board. The shares were valued at $1,500,000, representing a market value of $2.00 per share. The shares were fully vested at the date of grant and recorded in general and administrative expenses on the condensed consolidated statement of operations.

On March 1, 2017, an employment agreement containing an award of 750,000 shares of common stock was executed for the CFO (see Note 3). The shares were valued at $1,687,500, representing a fair market value of $2.25 per share. The shares are subject to a clawback provision during the CFO’s first year of service from February 1, 2017 through January 31, 2018. As such, the value of the shares is being amortized over 12 months. During the nine months ended September 30, 2017, the Company recorded $1,125,000 of compensation expense which is included in general and administrative expenses on the condensed consolidated statement of operations.

On April 27, 2017, 100,000 shares of common stock were granted to Robert E. Hunt for strategic business to market services. The shares were recorded by the Company at $145,000, representing a fair market value of $1.45 per share which was based on the fair market value. This amount was recorded as compensation expense which is included in general and administrative expenses on the condensed consolidated statement of operations. On October 31, 2017, these shares were cancelled and replaced with 100,000 warrants. The warrants were issued with an exercise price of ~~$0.01~~$0.22 per ~~share~~share. The warrants are valued at $20,717 based on the Black Scholes Model and ~~may be redeemed effective October 31, 2017 through October 31, 2018.~~included in the debt discount. The warrants are fully vested as of the issue dates with an exercise term of three (3) years.

On July 7, 2020, our Board of Directors appointed Michael Kaplan to the Board of Directors. Mr. Kaplan’s compensation as a director for the initial twelve months will consist of one million (1,000,000) warrants which will vest at the rate of 83,333 warrants per month for the initial eleven months and the balance in the twelfth month, provided he is a director on each vesting date, with the initial tranche vesting on the day he takes office and then on each monthly anniversary of such date thereafter. Each Warrant will be exercisable for 36 months after it vests and will be exercisable at a price of $0.18 per share. The warrants are valued at $177,200 based on the Black Scholes Model. For the six months ended June 30, 2021 and 2020, the Company recorded $87,872 and $0 as compensation expense related to the warrants, respectively. For the three months ended June 30, 2021 and 2020, the Company recorded $44,179 and $0 as compensation expense related to the warrants, respectively.

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~~First Foods Group, Inc.~~

~~Notes~~Prior to ~~Unaudited Condensed Consolidated Financial Statements~~

~~On April 28, 2017, 222,857~~Mr. Kaplan’s appointment to the Board of Directors, on July 7, 2020 the Company entered into a Consulting Agreement with Mr. Kaplan to award him, as full compensation for two (2) years of service, warrants to purchase two million (2,000,000) shares of common stock ~~were issued to Integrity Media, Inc. for advertising, promotion, and due diligence efforts and expenses. The shares were recorded by the Company~~ at ~~$501,428, representing a fair market value~~an exercise price of ~~$2.25~~$0.18 per share, which was the closing price of our common stock on such date. The warrants are valued at $354,400 based on the ~~fair~~Black Scholes Model. Due to the fact that management has assessed the probability of certain milestones being met as probable, the warrants are being straight-lined over the term of services, and accelerated whenever a milestone is met. The probability of the remaining milestones being met is reviewed by management every quarter. For the six months ended June 30, 2021 and 2020, the Company recorded $83,478 and $0 as compensation expense related to the warrants, respectively. For the three months ended June 30, 2021 and 2020, the Company recorded $41,970 and $0 as compensation expense related to the warrants, respectively. The warrants shall vest upon the occurrence to the Company of the following milestone events through the efforts of the consultant:

No. of Warrants		Milestone
100,000		Acceptance by the Company of a full go-to market strategy for the Company's products. This milestone has been achieved as of June 30, 2021.
100,000		Acceptance by the Company of a social marketing platform and PR strategy and onboarding of such.
300,000/500,000		300,000 for each multi outlet (“MULO”) retailer that is onboarded - regardless of store count carrying the product; and 500,000, if the onboarded MULO is a national chain.
300,000		Deliverance of full due diligence package for each potential acquisition for which the Company requests the consultant perform due diligence
500,000		Upon the closing of any acquisition which the consultant brought to the Company and provided due diligence.
500,000		Additional compensation in board seat agreement.

On August 4, 2020, the Company signed an Employment Agreement for a term of three years with an annual base salary of eighty-four thousand dollars ($84,000). As part of the agreement the Company issued a warrant to the employee to purchase 300,000 shares of the Company’s common stock with a term of three (3) years. The warrants are valued at $97,470 based on the Black Scholes Model. In addition, the employee will receive a warrant to purchase 300,000 of the Company’s common stock for each of the two remaining years under the Employment Agreement with an exercise price equal to the closing market ~~value. This~~price of the Company’s common stock on the first day of each of such two annual employment periods. The warrants will be subject to a 12-month period whereby the warrants will vest in equal monthly increments for each year of the employment period. Each of the warrants will be exercisable within a three-year period from the date of issue. Once per quarter, the employee may waive the right to receive 25,000 warrants and receive in exchange for $5,000 worth of shares of the Company’s common stock. In the event the employee’s employment is terminated by the Company without cause, the employee shall be entitled to receive severance in an amount equal to the lesser of three month’s salary or the amount of salary otherwise payable until the termination date. The employee additionally shall be entitled to retain all warrants scheduled to vest within the following six months. For the six months ended June 30, 2021 and 2020, the Company recorded $48,334 and $0 as compensation expense related to the warrants, respectively. For the three months ended June 30, 2021 and 2020, the Company recorded $24,301 and $0 as compensation expense related to the warrants, respectively. On August 4, 2021, the Company granted the Employee warrants to purchase up to 300,000 shares of common stock in connection with the anniversary clause noted in the agreement. The warrants are valued at $46,050 based on the Black Scholes Model.

On November 9, 2020, the Company entered into a grant agreement with a sales consultant (see Note 8). On June 29, 2021, the company granted the sales consultant warrants for the right to purchase39,474 shares of common stock at an exercise price of $0.21 a share. The warrants are valued at $7,982 based on the Black Scholes Model, are fully vested as of the issue date and have an exercise term of three (3) years. As a result of this issuance, the price protection clause on the director’s warrants issued on December 31, 2019 and on the consultant’s warrant issued on July 31, 2020 and August 4, 2020, were triggered resulting in the warrants being reset to an exercise price of $1.05 and $0.21, respectively. As a result of the modification of the exercise price of these warrants, the Company recognized an incremental value of $139,690, which was recorded as ~~compensation expense which is included in general and administrative expenses~~a deemed dividend on the condensed consolidated statement of operations.

On May ~~11, 2017,~~10, 2021, the Company converted a related party loan (see Note 2). In association with the conversion the company issued 2,000,000 shares of common stock and granted warrants for the right to purchase 375,000 shares of common stock at an exercise price of $0.23 a share. The warrants are valued at $83,513 based on the Black Scholes Model, are fully vested as of the issue date and have an exercise term of three (3) years.

On June 30, 2021, the Company extended the maturity date on one of its promissory notes (see Note 2). In association with this extension the company granted warrants for the right to purchase 100,000 shares of common stock at an exercise price of $0.21 a share. The warrants are valued at $20,200 based on the Black Scholes Model, are fully vested as of the issue date and have an exercise term of three (3) years. The Company recorded a debt discount and will amortize it over the life of the loan.

A summary of the Company’s warrants to purchase common stock activity is as follows:

	Number of Warrants (in common shares)		Weighted Average Exercise Price
Outstanding, December 31, 2019		1,403,750	$	0.26
Granted		3,496,000		0.20
Exercised		-		0
Forfeited or cancelled		-		0
Outstanding, December 31, 2020		4,899,750	$	0.21
Granted		514,474		0.22
Exercised		-		-
Forfeited or cancelled		-		-
Outstanding, June 30, 2021		5,414,224	$	0.22

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As of June 30, 2021, 3,468,391 warrants for common stock were exercisable and the intrinsic value of these warrants was $76,742, the weighted average remaining contractual life for warrants outstanding was 2.01 years and the remaining expense is $184,313 over the remaining amortization period which is 1.25 years.

As of June 30, 2020,1,499,750 warrants for common stock were exercisable and the intrinsic value of these warrants was $27,638 and the weighted average remaining contractual life for warrants outstanding was 1.96 years.

Preferred Stock Warrants

On March 18, 2020, the Company issued its CFO and Director warrants to purchase 500,000 shares of Series B Preferred Stock in lieu of $250,000 of deferred salary. The warrants have an exercise price of $0.75 per share, are fully vested at issuance, and are exercisable from March 18, 2020 through March 17, 2030. The fair value of these warrants was $375,000 and the additional $125,000 over the deferred salary amount was recorded as compensation expense during the six months ended June 30, 2020. As a result of this issuance, the price protection clause on the director’s warrants issued on December 31, 2019 was triggered resulting in the warrants being reset to an exercise price of $0.75, and the effect was immaterial.

A summary of the Company’s warrants to purchase Series B Preferred Stock activity is as follows:

	Number of Warrants (in Series B Preferred Stock)		Weighted Average Exercise Price
Outstanding, December 31, 2019		3,970,000	$	0.67
Granted		500,000		0.75
Outstanding, December 31, 2020		4,470,000	$	0.68
Granted		-		-
Exercised		-		-
Forfeited or cancelled		-		-
Outstanding, June 30, 2021		4,470,000	$	0.68

As of June 30, 2021, 4,470,000 warrants for Series B preferred stock were exercisable and the intrinsic value of these warrants was $1,739,250, there is no remaining expense and the weighted average remaining contractual life for warrants outstanding was 6.87 years.

As of June 30, 2020, 4,230,000 warrants for common stock were exercisable and the intrinsic value of these warrants was $714,060, there is no remaining expense and the weighted average remaining contractual life was 7.89 years for warrants outstanding.

NOTE 7 – LEASES

On June 23, 2020, the Company entered into ~~a consulting agreement to place up to $1.5 million worth of common stock within six months to provide funds to complete~~ an ~~acquisition. The Company may incur fees up to $135,000 in relation to this~~operating lease agreement with a ~~$10,000 retainer payable immediately~~term of 4 years, and an option to extend for three years, comprising of office and warehouse space. This option is included in ~~common stock valued on~~ the ~~date of signing. The remaining $125,000~~lease term when it is reasonably certain that the option will be exercised and failure to ~~be placed into escrow~~exercise such option will result in economic penalty and ~~released on~~as such the ~~date of closing valued at~~option to extend for the ~~closing asking price. Of~~three-year term is not included in the ~~$10,000 retainer, $5,000 is non-refundable. As of September~~below calculation.

For the six months ended June 30, ~~2017~~2021 and ~~through the date of these financial statements,~~2020, the Company ~~has recorded $5,000 as prepaid~~incurred lease expense for its operating leases of $43,821 and ~~accrued liabilities, no shares have been issued related to this agreement, and the original agreement is in the process of being renegotiated among and between the Company and the consultant.~~

On May 24, 2017, 250,000 shares of common stock were granted for consulting services to develop and disseminate corporate information. The shares were recorded by the Company at $495,000, representing a fair market value of $1.98 per share$0, respectively, which was ~~based on the fair market value. The shares were fully vested at the date of grant and recorded~~included in general and administrative expenses on the accompanying unaudited condensed consolidated ~~statement~~statements of operations.

OnFor the three months ended June ~~23, 2017, 150,000 shares of common stock were granted to Robert Kanuth for fund raising services. The shares were recorded by~~30, 2021 and 2020, the Company ~~at $307,500, representing a fair market value~~incurred lease expense for its operating leases of ~~$2.05 per share~~$21,910 and $0, respectively, which was ~~based on the trading price. The shares were fully vested at the date of grant and recorded~~included in general and administrative expenses on the accompanying unaudited condensed consolidated ~~statement~~statements of operations.

~~On October 25, 2017, the Board~~The Company’s weighted-average remaining lease term relating to its operating leases is 2.81 years, with a weighted-average discount rate of Directors of the Company elected to designate the 5,000,000 preferred shares authorized into two series. Series A Preferred Shares was designated with one share. The remaining 4,999,999 shares were designated as Series B Preferred Shares. The majority shareholder of the Company approved the actions on October 22, 2017. The Board of Directors further resolved to issue the Series A share to Rosenweiss Capital LLC, a related party, for fifty percent (50%) of the voting rights of all outstanding classes of capital stock of the Company at all times and shall offer the Series B as they determine fit. The Board of Directors further resolved that the Board of Directors of the Company file a Certificate of Designation, setting forth such rights, and further resolved that any and all actions heretofore reasonably taken by or on behalf of the Company in the conduct of its business prior to the date hereof are approved, ratified and confirmed in all respects as being the acts and deeds of the Company, including any and all actions heretofore made for or on behalf or in the name of the Company by any of the Company’s officer and directors. ~~The designations, powers, preferences and rights of the shares of Series A Convertible Preferred Stock of the Company Series B Convertible Stock, which such resolution is as follows:~~

~~Ranking~~. The Preferred Stock shall rank, as to payment of dividends, rights to distribution of assets upon liquidation, dissolution rights and/or winding up rights of the Company and such other items as may arise from time to time: (i) senior to the shares of (a) common stock, par value $0.001 per share, of the Company (the “~~Common Stock~~”), and (c) any other class or series of capital stock issued by the Company which by its terms does not expressly rank senior to or on a parity with the Preferred Stock (collectively, with the Common Stock and the Series A Stock, the “~~Junior Stock~~~~”), and (ii)~~ ~~pari passu~~ ~~between the Series A Stock and the Series B Stock~~

~~Dividend Rights; Distributions~~12.00%.

(a) At the sole election of the Board, the Board may, at any time and from time to time, declare dividends on the Preferred Stock. Such dividends may be paid, at the sole election of a majority of the Board, either in (i) cash, (ii) shares of Common Stock, (iii) shares of Preferred Stock, (iv) shares of any other equity securities of the Company, or (v) any combination of the foregoing, provided that funds and/or equity securities are legally available to pay such dividends. If the Company elects to pay dividends in shares of Common Stock, Preferred Stock, and/or any other equity securities of the Company, such dividends shall be paid in full shares only, with any shares to be rounded up to a full share for any fractional share to be paid. Dividends declared by the Board of Directors may be paid on any date fixed by the Board to holders of record of shares of Preferred Stock as they appear on the Company’s stock register at the close of business on the record date (the “~~Record Date~~~~”). The Record Date, which shall not be greater than sixty (60) days nor less than ten (10) days before payment of dividends for such Record Date, shall be fixed by the Board.~~

(b) No dividend payment shall be made on or with respect to any shares of Junior Stock unless, prior thereto, all declared and unpaid dividends on any shares of Preferred Stock shall have been paid on all then outstanding shares of Preferred Stock and/or any then outstanding shares of Parity Stock.

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~~First Foods Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

(c) In addition to any other dividends that a holder of shares of Preferred Stock is entitled to, a holder of Preferred Stock shall be entitled to receive dividends on an as converted basis when, if and as declared by the Board of Directors for distribution to holders of Common Stock from time to time, only when, as and if declared by the Board of Directors, and only out of funds that are legally available.

~~Voting Rights~~.Holders of the Series A Stock shall have voting rights equal to fifty percent (50%) of the voting rights of all outstanding classes of capital stock of the Company at all times. Holders of the Series B Stock shall have voting rights equal to equal to five (5) votes per each share of the Series B Stock.

~~Stated Value~~. Upon liquidation, dissolution and/or winding up of the Company (and/or any other reason that the stated value of the Preferred Stock is required and/or deemed advisable by the Board to be determined), shares of Preferred Stock then outstanding shall have a stated value per share as determined by the Board in good faith.

~~Conversion Rights. Holders of Preferred Stock shall have the following rights with respect to conversion of shares of Preferred Stock into shares of Common Stock: a conversion rate of five (5) shares of Common Stock.~~

~~NOTE 5 – SUBSEQUENT EVENTS~~

The Company ~~has analyzed its operations subsequent to September~~had cash payments for operating leases of $43,271 and $0 for the six months ended June 30, ~~2017 through~~2021 and 2020, respectively and $21,465 and $0 for the ~~date~~three months ended June 30, 2021 and 2020, respectively.

The following table presents information about the amount, timing and uncertainty of ~~this filing, and noted~~cash flows arising from the ~~following subsequent events, in addition to those disclosed in Notes 1, 3 and 4.~~Company’s operating leases as of June 30, 2021.

Maturity of Lease Liability
2021- remainder of the year		42,589
2022		86,881
2023		89,487
2024		30,122
Total undiscounted operating lease payments	$	249,079
Less: Imputed interest		39,266
Present value of operating lease liabilities	$	209,813

NOTE 8 – COMMITMENTS

On October 31, 2017, the 100,000 shares of common stock issued to Robert E. Hunt on April 27, 2017 were cancelled and replaced with 100,000 warrants. The warrants were issued with an exercise price of $0.01 per share and may be exercised between October 31, 2017 through October 31, 2018.

On November 2, 2017, the Company entered into an unsecured Promissory Note and Share Agreement whereby the Company promised to pay $90,000 to the lender. The lender advanced $50,000 on the date of the agreement and will advance $40,000 on December 1, 2017. The note carries an interest rate of 10% to be paid in cash on the first day of every month until maturity on May 1, 2018. As part of the agreement, the Company issued 50,000 shares of common stock on November 3, 2017.

On November 2, 2017 the Company amended its February 21, 2017 consulting agreement with Integrity Media, Inc. to release the Company from $10,500 of accounts payable that will be recorded by the Company as a gain on the forgiveness of debt in the fourth quarter.

~~On November 3, 2017~~July 16, 2018, the Company entered into a consulting agreement with ~~Oded Brenner~~a service provider that ~~supersedes and replaces~~contains the ~~April 21, 2017 binding term sheet between~~following terms:

	·	A $6,000 per month advance of Holy Cacao equity distribution will be awarded every month Holy Cacao earns a net profit over a period of twenty-four (24) consecutive months following the initial product launch and production sale.

	·	300,000 warrants for shares of the Company’s common stock will be awarded after each of two consecutive twelve (12) month periods in which Holy Cacao earns a net profit from gross annual product sales of at least $1M. Each of the two 300,000 warrant awards will vest equally over a twelve (12) month period.

On August 14, 2019, the Company entered into an agreement with a CFN Media. In consideration for the services and ~~Oded Brenner. The consulting agreement is a performance-based agreement that requires Mr. Brenner~~deliverables provided by CFN Media, the Company will make three (3) cash payments to ~~perform specific packaging, marketing and product development duties~~CFN Media totaling $30,000. Payments will be made in ~~connection with the Company’s launch of its Holy Cacao subsidiary. In~~ accordance with the consulting agreement, Mr. Brenner will release the Company from $38,950 of accounts payable that will be recorded by the Company as a gain on the forgiveness of debt in the fourth quarter. Mr. Brenner will be compensated $24,000 to be paid in three installments; $8,000following staged schedule:

“Stage 1” - $10,000 due upon the signing of the ~~execution of~~agreement for the ~~consulting agreement, $8,000~~Stage 1 services and deliverables: the interview, lead generation system and two (2) articles, including syndication, distribution and placement. This payment has been made.

“Stage 2” - $10,000 due upon the ~~Company approving an initial brand design, logo, packaging and recipes, and $8,000 upon the~~Company’s receipt of CFN Media’s invoice issued after CFN Media’s completion of Stage 1 and the Company’s ~~final approval~~confirmation they are ready to continue with Stage 2, which will include CFN Media’s delivery of two (2) Articles with the embedded interview and ~~sourcing~~lead generation, as well as syndication, distribution and placement of ~~design, logo, packaging~~services and ~~recipes.~~deliverables.

“Stage 3” - $10,000 due upon the Company’s receipt of CFN Media’s invoice issued after CFN Media’s completion of Stage 2 and the Company’s confirmation they are ready to continue with Stage 3, which will include CFN Media’s delivery of two (2) Articles with the embedded interview and lead generation, as well as syndication, distribution and placement of services and deliverables.

On October 10, 2019, the Company signed a master distribution agreement with CBD Unlimited, Inc., which is a public company and a master distributor, to distribute the Company’s hemp-based chocolate products. The term of this agreement is four years. The agreement includes the issuance of 250,000 shares of the Company’s common stock at the closing market price of $0.26 per share as of the date of the agreement. Additionally, the Company shall pay the distributor a commission for its services hereunder amounting to applicable percentage of the sales price of any sales or sales contract with a customer.

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On January 14, 2020, the Company entered into an agreement with a sales consultant to further the business purpose of the Company. In consideration for the services provided by the consultant, the Consultant shall be paid a fee of ten percent (10%) of each of the consultant’s sales of the Company’s product.

On October 15, 2020, the Company entered into a chocolate sales agreement with a sales consultant. The consultant will receive a commission of the gross sales (net of returns) that were directly generated by the consultant to new customers. The consultant shall receive a sales commission of the gross sales (net of returns) directly generated by the consultant to such distributor and such distributor shall receive a commission of such gross sales (net of returns). Commissions shall be paid within 30 days of the end of the quarter in which they are deemed earned. No commissions are due as of June 30, 2021. In addition, once the consultant has made $75,000 of gross sales (net of returns) he shall receive 75,000 shares of the Company’s common stock. This agreement shall continue for sixty months from the date of the agreement and will automatically extend for additional successive sixty-month terms unless written notice is delivered at least thirty days prior to the end of the current term.

On October 19, 2020, the Company entered into a chocolate sales agreement with B&A Brokerage for the greater metropolitan New York area. The term of the agreement is for one year and will automatically renew itself in one-year increments unless either party gives written notice of termination at least sixty days prior to the end of the term. During the initial term, the broker will receive a minimum monthly commission or a percentage of paid invoices for all sales in the territory, whichever is greater. After the initial term, the broker will receive a monthly commission of paid invoices for all sales in the territory. On April 22, 2021, the Company and B&A Brokerage entered into a settlement agreement and mutual general release. The Company shall pay B&A the sum of $7,000 and have a complete settlement of all obligations under the sales agreement.

On November 9, 2020, the Company entered into an agreement with a consultant. The consultant shall provide the following services: develop a marketing plan and act as a sales agent with respect to the wholesale of various products by the Company. As compensation for the services, the consultant shall receive a cash payment in an amount in excess of 9% of the profit margin. However, in the event the average closing price of the Company’s common stock on the common stock’s primary market over the final ten (10) trading days of any month is greater than or equal to $0.50, then the cash compensation for such month shall only be the amount of profit margin generated by the sales of the products in excess of 14% of gross sales and the amount of profit margin between 9% and 14% of gross sales shall completely belong to the Company. Prior to the payment date of each month, the consultant can elect to receive all or part of the cash compensation due for such month in the form of common stock by providing written notice of such election to the Company. The number of shares to be issued shall be calculated based upon a per share value equal to 80% of the valuation price. This agreement shall commence on the effective date and shall continue for a term of two (2) years. Prior to six months after the effective date this agreement may not be cancelled without cause. After six months this agreement may be sooner terminated by either party upon sixty days written notice. Commencing 120 days after the Effective Date, absent an effective registration statement by the Company covering the Shares, the Sales Consultant may “Put” to the Company any vested Shares at a price per share equal to the Grant Price at any time during the Term. The Company shall maintain a separate account with funds to pay for the Put for as long as the Put is exercisable and the Put right shall be subject to the terms governing such account. As of June 30, 2021, the Company has recorded a Put liability of $23,490.

On November 9, 2020, the Company entered into a grant agreement with a sales consultant. As compensation for the services, the Company will issue up to three million (3,000,000) shares to the sales consultant in monthly installments over the twenty (24) month term of the agreement. The number of shares to be issued by the Company to the sales consultant on a monthly basis will be determined by the number of net sales of various wholesale products generated by the sales consultant at the end of each month multiplied by a fixed percentage of nine percent (9%) divided by the last closing market price of the shares as of the effective date. In addition to the shares to be issued, the sales consultant shall be issued one and a half million (1,500,000) warrants to purchase shares. One warrant shall be fully vested for every two shares issued. The exercise price of each warrant shall be equal to the grant price and each warrant shall be exercisable for thirty-six (36) months following the date of vesting. Until such time as the shares underlying the warrants are registered, the warrants may be exercised via a cashless exercise. During the three and six months ended June 30, 2021 the company issued 112,390 shares of common stock and warrants with the right to purchase up to 39,474 shares of common stock as compensation for services. For the three and six months ended the company recorded $31,472 of commission expense in connection to the issuance of the common stock shares and warrants. As of June 30, 2021, there were 2,887,610 shares of common stock and 2,960,526 warrants remaining.

On January 14, 2021, the Company entered into an agreement with a sales consultant to further the business purpose of the Company. In consideration for the services provided by the consultant, the consultant will receive a commission of the gross sales (net of returns) that were directly generated by the consultant to new customers. This agreement shall continue for sixty months from the date of the agreement and will automatically extend for additional successive sixty-month terms unless written notice is delivered at least thirty days prior to the end of the current term.

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NOTE 9 – CONCENTRATION RISKS

The Company recognizes the concentration of its merchant cash advances, which could inherently create a potential risk to future working capital in the event that the Company is not able to collect all, or a majority, of the outstanding merchant cash advances. The Company actively mitigates its portfolio concentration risk by monitoring its merchant cash advance provider’s ability to participate in merchant cash advances from alternative providers and spreading merchant cash advance participation across various merchants.

As of June 30, 2021, the Company’s receivables from merchant cash advances included $31,296 from one merchant, representing 60% of the Company’s merchant cash advances. The Company earned $1,834 of MCA income from the same merchant, representing 26% of the Company’s MCA income for the three months ended June 30, 2021. The Company earned $14,949 and $4,287 of MCA income from two merchants, representing 45% and 13%, respectively, of the Company’s MCA income for the six months ended June 30, 2021.

As of June 30, 2021, the Company’s accounts receivables included $23,040 from one customer, representing 97% of the Company’s accounts receivable. As of December 31, 2020, there was no accounts receivable concentration.

As of December 31, 2020, the Company’s receivables from merchant cash advances included $59,719 from two merchants ($25,929 and $33,790), representing 49% of the Company’s merchant cash advances. The Company earned $7,228 of MCA income from the same two merchants ($5,116 and $2,112), representing 45% of the Company’s MCA income for the three months ended June 30, 2020. The Company earned $82,447 of MCA income from the same two merchants ($57,181 and $25,266), representing 75% of the Company’s MCA income for the six months ended June 30, 2020.

As of June 30, 2021, there was no accounts payable concentration other than amounts owed to related parties which makes up 71% of the balance. As of December 31, 2020, there was no accounts payable concentration other than amounts owed to related parties which makes up 74% of the balance.

For the three months ended June 30, 2021, the Company had purchase concentrations of 88% from two vendors. For the six months ended June 30, 2021, the Company had purchase concentrations of 88% from two vendors. For the three months ended June 30, 2020, the Company had purchase concentrations of 90% from one vendor. For the six months ended June 30, 2020, the Company had purchase concentrations of 73% and 14% from two vendors.

NOTE 10 – SUBSEQUENT EVENTS

On July 13, 2021, the Company entered into an agreement with a marketing consultant to further the business purpose of the Company. In consideration for the services provided by the consultant, the Consultant shall be paid a fee of $9,000, half of which is to be paid in cash and half to be paid in common shares at a 20% discount. The company issued the consultant 34,091 shares of common stock at a fair market value of $4,500, using the stock price of $0.13 per share, which represents a 20% discount to the closing price on the day of issuance.

On July 13, 2021, the Company entered into an agreement with a sales consultant to further the business purpose of the Company. In consideration for the services provided by the consultant, the Company will compensate the consultant with up to 240,000 shares of restricted common stock of the Company based upon the consultant’s performance over a six-month term. The shares will be issued each month if certain performances are met.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statements

This Form 10-Q ~~may contain~~contains “forward-looking statements,” as that term is used in federal securities laws, about First Foods Group, Inc.’s financial condition, results of operations and business.

These statements include, among others:

o·
statements concerning the potential benefits that First Foods Group, Inc. (“First Foods”, “we”, “our”, “us”, the “Company”, or “management”) may experience from its business activities and certain transactions it contemplates or has completed; and

o
·
statements of First ~~Foods’s~~Foods’ expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this Form 10-Q. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” “opines,” or similar expressions used in this Form 10-Q. ~~You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” “opines,” or similar expressions used in this Form 10-Q.~~ These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause First Foods’ actual results to be materially different from any future results expressed or implied by First Foods in those statements. The most important facts that could prevent First Foods ~~in those statements. The most important facts that could prevent First Foods~~ from achieving its stated goals include, but are not limited to, the following:

(a)
volatility or decline of First Foods’ stock price;

(b)
potential fluctuation of quarterly results;

(d)
inadequate capital to continue or expand its business, and inability to raise additional capital or financing to implement its business plans;

(e)
decline in demand for First Foods’ products and services;

(f)
rapid adverse changes in ~~markets;~~markets due to, among other things, war, terrorism, weather conditions, environmental factors, pandemic, economic crisis, legislation, etc.;

(g)
litigation with or legal claims and allegations by outside parties against First Foods, including but not limited to challenges to First Foods’ intellectual property rights;

(h)
~~insufficient revenues to cover operating costs; and~~
~~(i)~~
reliance on proprietary merchant advance credit models, which involve the use of qualitative factors that are inherently judgmental and which could result in merchant ~~defaults.~~defaults; and
(i)
new regulations impacting the business.

There is no assurance that First Foods will be profitable, due to, among other potential reasons, that First Foods may not be able to successfully develop, manage or market its products and services, First Foods may not be able to attract or retain qualified executives and personnel, First Foods may not be able to obtain customers for its products or services, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of outstanding warrants and stock options, and other risks inherent in First Foods’ business.

Because the forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. First Foods cautions you not to place undue reliance on the statements, which speak only of management’s plans and expectations as of the date of this Form 10-Q. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that First Foods or persons acting on its behalf may issue. First Foods does not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Form 10-Q, or to reflect the occurrence of unanticipated events.

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~~Current Overview~~General

First Foods is currently ~~an “emerging growth~~a “smaller reporting company” under the JOBS Act. A company loses its ~~“emerging growth~~“smaller reporting company” status on (i) the ~~last~~ day ~~of the fiscal year during which it~~its public float becomes greater than or equal to $250,000,000 or (ii) had ~~total~~ annual ~~gross~~ revenues of ~~$1,000,000,000~~less than $100,000,000 and either: (A) had no public float or ~~more; (ii) the last day~~(B) had a public float of the fiscal year following the fifth anniversary of the date of its first sale of common equity securities pursuant to an effective registration statement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the date on which it has, during the previous 3-year period, issued moreless than ~~$1,000,000,000 in non-convertible debt; or (iv) the date on which it is deemed to be~~$700,000,000. As a ~~‘large accelerated filer’, as defined in Section 240.12b– 2 of title 17, Code of Federal Regulations, or any successor thereto. As an “emerging growth~~“smaller reporting company,” First Foods is exempt from certain obligations of the Exchange Act, including those found in Section 14A(a) and (b) related to shareholder approval of executive compensation and golden parachute compensation and Section 404(b) of the Sarbanes-Oxley Act of 2002 related to the requirement that management assess the effectiveness of the ~~company’s~~Company’s internal control for financial reporting. Furthermore, Section 103 of the JOBS Act provides that as ~~an “emerging growth~~a “smaller reporting company”, First Foods is not required to comply with the requirement to provide an auditor’s attestation of ICFR under Section 404(b) of the Sarbanes-Oxley Act for as long as First Foods qualifies as ~~an “emerging growth~~a “smaller reporting company.” However, ~~an “emerging growth~~a “smaller reporting company” is not exempt from the requirement to perform management’s assessment of internal control over financial reporting.

First Foods ~~Group, Inc. (formerly “Litera Group, Inc.”) was incorporated under the laws of the State of Nevada on June 1, 2015.~~

First Foods, as Litera Group, Inc., was dedicated to the creation and commercialization of literary and dramatic products and services with the aim of achieving profitability and sustaining growth of our business. First Foods is ~~now~~primarily focused on ~~providing management services~~developing its specialty chocolate product line through its core business subsidiary, Holy Cacao, and ~~funding options for new foodservice brands and menu concepts, including the participation~~secondarily participating in ~~merchant advances by~~MCAs through its 1^st Foods Funding Division. First Foods continues to pursue new brands and concepts, including the wholesaling of various health-related products.

Holy Cacao is ~~also growing its own new concepts, both through proprietary development~~a majority owned subsidiary that is dedicated to producing, packaging, distributing and ~~through mergers, acquisitions,~~selling specialty chocolate products, including specialty chocolate products infused with a hemp-based ingredient in accordance with the Company’s understanding of the Agricultural Act of 2014 (the “2014 Farm Bill”) and/or the Agriculture Improvement Act of 2018 (the “2018 Farm Bill,” and ~~licensing arrangements.~~together with the 2014 Farm Bill, collectively, the “Farm Bill”), which renders the production of hemp in compliance with the provisions of the Farm Bill federally lawful. The Company has ~~assembled~~not been, is not, and has no current plans to be involved in producing, packaging, distributing or selling any product that is infused with a ~~team of distinguished food service professionals with experience and success at~~marijuana-based ingredient, although it intends to revisit the ~~highest levels of the industry.~~matter as regulations change in jurisdictions in which it operates.

~~We intend~~The Company is also dedicated to become a self-sustained operational entity. In order to generate revenues, management will aim to maximize the Company’s business value by creating competitive products and services, addressing market and competition, utilizing specific marketing strategies, and establishing growth strategy for our company.

~~On December 30, 2016, as a result of a private transaction, the control block of voting stock of this company, represented by 10,500,000 shares of common stock (the “Shares”~~licensing its intellectual property (“IP”), were transferred from Wade Gardner to Rosenweiss Capital LLC, and a change of control of the Company occurred. The consideration paid for the Shares, which represent 74% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $200,000. In connection with the transaction, Mr. Gardner released the Company from all debts owed to him.

Upon the change of control of the Company, which occurred on December 30, 2016, the existing director and officer resigned immediately. Accordingly, Wade Gardner, serving as the sole director and as the only officer, ceased to be the Company’s President and Principal Accounting Officer. At the effective date of the transfer, Abraham Rosenblum assumed the role of a director and President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer of the Company. At the effective date of the transfer, Hershel Weiss assumed the role of a director of the Company.

~~On February 16, 2017, the Company amended its Articles of Incorporation with the State of Nevada in order to change~~including its name, ~~from “Litera Group, Inc.”~~brand, and packaging, to “First Foods Group, Inc.” (the “Amendment”). The board of directors of the Company approved the Amendment on February 15, 2017. The shareholders of the Company approved the Amendment by written consent on February 15, 2017.

On February 27, 2017, Harold Kestenbaum accepted the appointment to be Chairman of the Board of Directors of First Foods Group, Inc. and Interim Chief Executive Officer. On February 27, 2017, the Board of Directors of the Company resolved to appoint Mr. Kestenbaum as the Chairman of the Board of Directors and as the Interim Chief Executive Officer. In conjunction with Mr. Kestenbaum’s appointment, Abraham Rosenblum agreed to resign as Chief Executive Officer, but will remain on the Board of Directors of the Company.

On March 1, 2017, Mark J. Keeley accepted the appointment to be the Chief Financial Officer of the Company. On March 1, 2017, the Board of Directors of the Company resolved to appoint Mr. Keeley as the Chief Financial Officer.

On April 21, 2017, the Company entered into a binding term sheet (the “Term Sheet”) with Oded Brenner (“Brenner”). Pursuant to the Term Sheet, the Company and Brenner would form an entity that would own the intellectual property rights to “Blue Stripes-Cacao Shop” (the “IP Entity”) for the United States.third parties. The Company ~~had 120 days from the date of the Term Sheet~~may license its IP to ~~perform due diligence activities~~third parties that may produce, package, and complete the closing. Upon the completion of due diligence, Company Management and the Board of Directors determined that it was in the best interest of the shareholders to forego a US-wide cacao concept. Instead, on August 31, 2017 the Company formed its own wholly owned cacao subsidiary named Holy Cacao, Inc., a Nevada corporation. On November 3, 2017 the Company entered into a consulting agreement with Oded Brenner which is a performance-based agreement that requires Mr. Brenner to perform specific packaging, marketing and product development duties in connectiondistribute hemp-based products pursuant with the Company’s ~~launch~~understanding of the Farm Bill. The Company may license its IP to third parties that may produce, package, and distribute marijuana-based products, but only as such licensing is legal. Holy Cacao ~~subsidiary. Holy Cacao will be dedicated to providing specialty chocolate to particular states within~~holds four trademarks for the ~~US. The Company is currently in the process of negotiating production~~brands, “The Edibles’ Cult”, “Purely Irresistible”, “Mystere” and ~~packaging contracts with third party providers in anticipation of operating activities to commence in 2018.~~“Southeast Edibles”.

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On June 23, 2017, the Company entered into a Consulting Agreement (the “Agreement”), with Robert Kanuth. Pursuant to the Agreement, Robert Kanuth will, upon approval by a majority of the current board of directors of the Company, begin overseeing all capital raising efforts for the Company.

~~On October 25, 2017, Mark J. Keeley was appointed~~ The Company also provides cash advances directly to ~~be a director of the Company by the Board of Directors of the Company.~~

On October 25, 2017, the Board of Directors of the Company elected to designate the 5,000,000 preferred shares authorized into two series. Series A Preferred Shares was designated with one share. The remaining 4,999,999 shares were designated as Series B Preferred Shares. The majority shareholder of the Company approved the actions on October 22, 2017. The Board of Directors further resolved to issue the Series A share to Rosenweiss Capital LLC, a related party, for fifty percent (50%) of the voting rights of all outstanding classes of capital stock of the Company at all times and shall offer the Series B as they determine fit. The Board of Directors further resolved that the Board of Directors of the Company file a Certificate of Designation, setting forth such rights, and further resolved that any and all actions heretofore reasonably taken by or on behalf of the Company in the conduct of its business prior to the date hereof are approved, ratified and confirmed in all respects as being the acts and deeds of the Company, including any and all actions heretofore made for or on behalf or in the name of the Company by any of the Company’s officer and directors. ~~The designations, powers, preferences and rights of the shares of Series A Convertible Preferred Stock of the Company Series B Convertible Stock, which such resolution is as follows:~~

~~Dividend Rights; Distributions~~.

~~(a)~~ At the sole election of the Board, the Board may, at any time and from time to time, declare dividends on the Preferred Stock. Such dividends may be paid, at the sole election of a majority of the Board, either in (i) cash, (ii) shares of Common Stock, (iii) shares of Preferred Stock, (iv) shares of any other equity securities of the Company, or (v) any combination of the foregoing, provided that funds and/or equity securities are legally available to pay such dividends. If the Company elects to pay dividends in shares of Common Stock, Preferred Stock, and/or any other equity securities of the Company, such dividends shall be paid in full shares only, with any shares to be rounded up to a full share for any fractional share to be paid. Dividends declared by the Board of Directors may be paid on any date fixed by the Board to holders of record of shares of Preferred Stock as they appear on the Company’s stock register at the close of business on the record date (the “~~Record Date~~~~”). The Record Date, which shall not be greater than sixty (60) days nor less than ten (10) days before payment of dividends for such Record Date, shall be fixed by the Board.~~
~~(b)~~ No dividend payment shall be made on or with respect to any shares of Junior Stock unless, prior thereto, all declared and unpaid dividends on any shares of Preferred Stock shall have been paid on all then outstanding shares of Preferred Stock and/or any then outstanding shares of Parity Stock.
~~(c)~~ In addition to any other dividends that a holder of shares of Preferred Stock is entitled to, a holder of Preferred Stock shall be entitled to receive dividends on an as converted basis when, if and as declared by the Board of Directors for distribution to holders of Common Stock from time to time, only when, as and if declared by the Board of Directors, and only out of funds that are legally available.

14
~~Table of Contents~~

On November 3, 2017 the Company entered into a consulting agreement with Oded Brenner which is a performance-based agreement that requires Mr. Brenner to perform specific packaging, marketing and product development duties in connection with the Company’s launch of its Holy Cacao subsidiary.merchants.

The Company ~~previously was quoted on the OTCQB under “LRGP.” However, the Company~~ is ~~now~~ quoted on the OTCQB under “FIFG.”

~~Our~~The Company’s principal executive offices are located at ~~720 Monroe Street,~~First Foods Group, Inc. c/o Incorp Services, Inc., 3773 Howard Hughes Parkway, Suite ~~E210, Hoboken, NJ 07030.~~500S, Las Vegas, NV 89169-6014. Our telephone number is ~~(424) 543-4066 and our fax number is (424) 543-5072.~~(201) 471-0988.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We monitor our estimates on an on-going basis for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates, if past experience or other assumptions do not turn out to be substantially accurate.

Certain of our accounting policies are particularly important to the portrayal and understanding of our financial position and results of operations and require us to apply significant judgment in their application. As a result, these policies are subject to an inherent degree of uncertainty. In applying these policies, we use our judgment in making certain ~~assumption~~assumptions and estimates. Our critical accounting policies are outlined in Note 1 in the Notes to the Unaudited Condensed Consolidated Financial ~~Statements~~Statements.

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Results of Operations for the Three Months Ended ~~September~~June 30, ~~2017~~2021 compared to the Three Months ~~ended September~~Ended June 30, ~~2016~~2020

We had ~~$0 in revenues in the three months ended September 30, 2017 and $10,000~~$247,541 of revenue for the three months ended ~~September~~June 30, ~~2016. Our~~2021 compared to $24,711 in revenue ~~change is~~for the three months ended June 30, 2020. The increase in revenue was driven by an increase in our product sales, partially offset by a ~~result~~decrease of participation in merchant cash advances due to COVID-19.

Cost of product sales for the ~~changing from~~three months ended June 30, 2021 was $162,343 compared to $4,703 for the ~~sale~~three months ended June 30, 2020. The increase in cost of ~~dramatic~~product sales was due to an increase in product sales.

Professional fees for the three months ended June 30, 2021 was $2,097 compared to $17,896 for the three months ended June 30, 2020. The decrease in professional fees was due to lower legal fees incurred because of fewer contractual arrangements.

General and literary products to providing franchise marketing and consulting services to new and emerging food service franchise companies. We expect to begin generating revenue from our Holy Cacao subsidiary and our funding division. Our operatingadministrative expenses for the three months ended ~~September~~June 30, 2017 were $622,630, which primarily consisted of consulting of $52,853, advertising and promotion of $146,925, compensation expenses of $326,517, legal and professional fees of $2,500, and deferred salaries of $67,794. For the three months ended September 30, 2016, our operating expenses were $18,793 which consisted of general and administrative expenses. Our increase in operating expenses is primarily due2021 was $446,423 compared to ~~changing the focus of the Company from theater related activities to retail food and restaurant activities. Our net loss~~$358,176 for the three months ended ~~September~~June 30, ~~2017~~2020. The increase in general and administrative expenses was ~~$622,630. Our net loss~~primarily due to increased costs associated with compensation, commissions, advertising and promotion, depreciation, travel, offset by lower fees and commissions for our cash advances and reduced cost for research and development.

Provision for merchant cash advances for the three months ended ~~September~~June 30, ~~2016~~2021 was ~~$8,793.~~$(6,840) compared to $76,853 for the three months ended June 30, 2020. The ~~increase~~decrease in ~~net loss is primarily~~provision for merchant cash advances was due to lowering the ~~adjustment in~~reserve allowance for our ~~business plan.~~merchant cash advances.

15
~~Table of Contents~~

Results of Operations for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2021 compared to the ~~Nine~~Six Months ~~ended September~~Ended June 30, ~~2016~~2020

We had ~~$0 in revenues in~~$289,879 of revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2017 and $38,000~~2021 compared to $121,685 in revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2016. Our~~2020. The increase in revenue ~~change is~~was driven by an increase in our product sales, partially offset by a ~~result~~decrease of participation in merchant cash advances due to COVID-19.

Cost of product sales for the ~~changing from~~six months ended June 30, 2021 was $166,084 compared to $5,451 for the ~~sale~~six months ended June 30, 2020. The increase in cost of ~~dramatic~~product sales was due to an increase in product sales.

Professional fees for the six months ended June 30, 2021 was $3,096 compared to $30,327 for the six months ended June 30, 2020. The decrease in professional fees was due to lower legal fees incurred because of fewer contractual arrangements.

General and literary products to providing franchise marketing and consulting services to new and emerging food service franchise companies. We expect to begin generating revenue from our Holy Cacao subsidiary and our funding division. Our operatingadministrative expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2017 were $4,682,538, which primarily consisted of~~2021 was $933,810 compared to $968,062 for the fair market value of cash and the fair market value of shares issued to the Interim CEO and Chairman of the Board under a consulting contract of $1,500,000, consulting of $745,853, advertising and promotion of $681,500, the fair market value of shares issued to consultants of $495,000, the fair market value of shares issued to a director for services of $307,500, professional fees of $132,051, compensation expense of $999,642, and deferred salaries of $181,763. For the ninesix months ended ~~September~~June 30, ~~2016, our operating expenses were $71,578 which consisted of~~2020. The decrease in general and administrative ~~expenses. Our increase in operating~~ expenses ~~are~~was primarily due to ~~changing the focus of the Company from theater related activities to retail food~~decreased costs associated with stock-based compensation, consulting and ~~restaurant activities. Our net loss~~accounting fees, lower fees and commissions for our cash advances and travel.

Provision for merchant cash advances for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 was ~~$4,682,538. Our net loss~~$(144,338) compared to $479,885 for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2020. The decrease in provision for merchant cash advances was ~~$33,578. The increase in net loss is primarily~~ due to lowering the ~~adjustment in~~reserve allowance for our ~~business plan.~~merchant cash advances.

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Cash Flows

~~Liquidity and Capital Resources~~

The Company’s cash position was $271 at September 30, 2017, compared to $17,355 at December 31, 2016. As of September 30, 2017, the Company had current assets of $23,315 and current liabilities of $631,925 compared to $17,355 and $17,355, respectively, as of December 31, 2016, as we had just begun our revised operations. This resulted in a working capital (deficit) of ($608,610) at September 30, 2017 and $0 at December 31, 2016. The change is based on our change in business direction beginning in this year.Operating Activities

Net cash used in operating activities for the six months ended June 30, 2021 amounted to ~~$184,834~~$64,498 and ~~$37,749~~net cash used in operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016, respectively.~~2020 amounted to $440. This ~~is primarily due to~~includes a net loss from continuing operations of ~~$4,682,538 and $33,578, respectively,~~approximately $(1,328,500), offset by non-cash expenses of approximately $699,400 related to stock-based compensation, loss on extinguishment of loan payable, depreciation and amortization expense, non-cash lease expense and reserves for merchant cash advances, and cash provided by the change in net working capital items ~~included~~of approximately $564,500 principally related to the increase in ~~the net loss~~prepaid expenses and other assets, accounts payable and accrued liabilities, and merchant cash advances. This resulted in a working capital deficiency of ~~$4,073,928 in stock based compensation during the nine months ended September~~$(3,039,622) at June 30, ~~2017.~~2021 and $(2,560,983) at December 31, 2020.

Investing Activities

Net cash used in investing activities amounted to $0$877 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016.~~$156,605 for the six months ended June 30, 2020. This was due to more equipment purchased during the six months ended 2020 vs. the six months ended 2021.

Financing Activities

Net cash provided by financing activities amounted to ~~$167,350 and $0~~$207,261 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016, respectively.~~$331,200 for the six months ended June 30, 2020. This was due to a decrease in proceeds from loans and an increase in repayment of loans in 2021 vs 2020, partially offset by the sale of shares of common stock.

Liquidity and Capital Resources

The Company’s unaudited condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. As of June 30, 2021, the Company had $1,349,150 of third-party short-term debt that is due within the next twelve months. Management’s plan is to obtain such resources for the Company by continuing to earn revenue, obtain capital from management and significant shareholders sufficient to meet its operating expenses and seek equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The Company does not have sufficient ~~capital to meet its current~~ cash ~~needs, which include~~flow for the ~~costs~~next twelve months from the issuance of ~~compliance with the continuing reporting requirements~~these unaudited condensed consolidated financial statements. The ability of the ~~Securities Exchange Act~~Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of ~~1934,~~financing and attain profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as ~~amended.~~a going concern.

In December 2019, a novel strain of coronavirus surfaced (COVID-19). The ~~Company intends~~spread of COVID-19 around the world in 2020 caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to ~~seek additional capital through~~COVID-19, as well as its ~~funding division for new foodservice brands~~impact on the U.S. and ~~menu concepts. First Foods Group, Inc. is also growing its own new concepts, both through proprietary development~~international economies. The Company’s financial position, operations and ~~through mergers, acquisitions,~~cash flows as of June 30, 2021 have been adversely affected, and ~~licensing arrangements. Financing options~~ may be available to the Company either via a private placement or through the public sale of stock. There is no assurance, however, that the available funds will be available or adequate. Its need for additional financing is likely to persist.

~~Off-Balance Sheet Arrangements~~

~~We have no off-balance sheet arrangements.~~

~~JOBS Act~~

On April 5, 2012, the JOBS Act was enacted. Section 107 of the JOBS Act 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 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 elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

~~We are~~further affected in the ~~process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided~~future, by the ~~JOBS Act. Subject to certain conditions set forth~~ongoing outbreak of COVID-19 which in 2020 was declared a pandemic by the ~~JOBS Act, as an “emerging growth company,” we intend to rely~~World Health Organization. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a further material adverse impact on ~~certain of these exemptions, including without limitation, (i) providing an auditor’s attestation report on our system of internal controls over~~the Company’s financial ~~reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act~~position, operations and ~~(ii) complying with any requirement~~cash flows. Possible areas that may be ~~adopted~~materially affected include, but are not limited to, disruption to the Company’s labor workforce, unavailability of products and supplies used in operations, and the decline in value of assets held by the ~~PCAOB regarding mandatory audit firm rotation or a supplement to~~Company. As of June 30, 2021 and through the ~~auditor’s report providing additional information about the audit and~~filing date of the financial statements, ~~known as~~ the ~~auditor discussion~~Company has continued to collect receivables from its cash advances but has experienced payment delinquencies. The Company has taken a reserve allowance on its MCA’s. As of June 30, 2021, the Company’s Holy Cacao operations have experienced no disruption in customers and ~~analysis. We will remain an “emerging growth company” until~~revenue, labor workforce, availability of products and supplies used in operations, and the ~~earliest~~value of ~~(i)~~assets held by the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) December 31, 2019; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.Company, including inventories.

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Table of Contents

Concentration Risks

Off-Balance Sheet Arrangements

No off-balance sheet arrangements exist.

Contractual Obligations

None.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~As an emerging growth company, we are not required to provide the information required by this Item.~~Not applicable.

Table of Contents

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

~~Disclosure controls~~Our management is responsible for establishing and ~~procedures are controls and other procedures that are designed to ensure that information required to be disclosed~~maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in ~~our reports filed~~Rule 13a-15(f) or ~~submitted~~15d-15(f) promulgated under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and proceduresof 1934 as a process designed ~~to ensure that information required to be disclosed in our reports filed~~by, or under the ~~Exchange Act is accumulated and communicated to management, including our~~supervision of, the Company’s principal executive officer and principal financial officer ~~as appropriate,~~and effected by our board of directors, management and other personnel, to ~~allow~~provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely ~~decisions regarding required disclosure.~~basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

~~Our~~The Company’s management, ~~has carried out an evaluation, under~~including the ~~supervision and with the participation of our principal~~chief executive officer and ~~principal~~chief financial officer, do not expect that its disclosure controls or internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the ~~effectiveness~~control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the ~~design~~inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and ~~operation~~instances of ~~our disclosure~~fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

As of June 30, 2021, management has not completed an effective assessment of the Company’s internal controls ~~and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under~~over financial reporting based on the ~~Exchange Act), as~~2013 Committee of ~~September 30, 2017. Based upon that evaluation, our principal executive officer and principal financial officer~~Sponsoring Organizations (COSO) framework. Management has concluded that, ~~as of the end of~~during the period covered by this report, our ~~disclosure~~internal controls and procedures were ~~ineffective due~~not effective to ~~a lack~~detect the inappropriate application of ~~sufficient resources to hire a support staff in order to separate duties between different individuals. The Company lacks~~U.S. GAAP. Management identified the ~~appropriate personnel to handle all the varying recording and reporting tasks on a timely basis. The Company plans to address these~~following material weaknesses as resources become available by hiring additional professional staff, as funding becomes available, outsourcing certain aspects of the recording and reporting functions, and separating responsibilities.set forth below in our internal control over financial reporting.

We lack the necessary corporate accounting resources to maintain adequate segregation of duties.

In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

We did not perform an effective risk assessment or monitor internal controls over financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in ~~the Company’s~~our internal control over financial reporting that occurred during the ~~last~~ quarter ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, ~~the Company’s~~our internal control over financial reporting.

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Table of Contents

PART II OTHER INFORMATION

Item 1. Legal Proceedings

~~From time to time the Company may become~~As of June 30, 2021, we were not a party to any legal ~~actions~~proceedings that could have a material adverse effect on the Company’s business, financial condition or ~~proceedings in the ordinary course of its business. As of September 30, 2017, there were no such actions or proceedings, either individually or in the aggregate, that, if decided adversely~~operating results. Further, to the Company’s ~~interests,~~knowledge, no such proceedings have been threatened against the ~~Company believes would be material to its business.~~Company.

Item 1A. Risk ~~Factors.~~Factors

~~Not required~~We are not obligated to disclose our risk factors in this report; however, information regarding our risk factors appears in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for ~~emerging growth companies.~~the year ended December 31, 2020. Except as described herein, there have been no material changes from the risk factors previously disclosed in such Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~None.~~The Company issued 2,603,813 and 3,048,577 shares of the Company’s common stock during the three and six months ended June 30, 2021, respectively. All of these shares were exempt pursuant to Section 4(1) as they were issued privately without any advertising or finders/brokers fees paid to third parties.

Item 3. Defaults Upon Senior Securities

There have been no defaults upon senior securities.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not Applicable

1830
Table of Contents

Item 6. Exhibits

(a) Exhibits

~~EXHIBIT NO.~~Item 6. Exhibits, Financial Statement Schedules

~~DESCRIPTION~~
3.1*3.1

Articles of Incorporation of the Registrant (1)
~~3.11+~~3.2

~~Certificate~~By-laws of ~~Amendment to~~ the ~~Certificate of Incorporation~~
3.2*
~~By-Laws~~Registrant (1)
31.1

~~Section 302~~ Certification of Chief Executive Officer
~~31.2~~
~~Section 302 Certification of~~ and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1

~~Section 906 Certification~~Certifications of Chief Executive Officer
~~32.2~~
pursuant to 18 U.S.C. 1350, as created by Section 906 ~~Certification~~ of ~~Chief Financial Officer~~the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document
101.SCH

XBRL Taxonomy Extension Schema Document
101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF

XBRL Taxonomy Extension Definition Linkbase Document
101.LAB

XBRL Taxonomy Extension Label Linkbase Document
101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

___________

~~______________~~

*
~~Filed as Exhibits to the Form S-1, filed on November 10, 2015, and incorporated herein by reference.~~
+(1)
Filed as an Exhibit to the Form ~~8-K,~~S-1, filed by First Foods Group, Inc. on ~~February 17, 2017,~~August 10, 2015, and incorporated herein by reference.

1931
Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Dated: November 13, 2017~~
~~By:~~
~~/s/ Harold Kestenbaum~~
~~Harold Kestenbaum,~~
~~Chief Executive Officer and Chairman of the Board~~

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:
/s/ Harold Kestenbaum

Dated: ~~November~~August 13, ~~2017~~2021

Harold Kestenbaum,

Chairman of the Board and

Interim Chief Executive Officer
By:
/s/ Mark J. Keeley

Dated: ~~November~~August 13, ~~2017~~2021

Mark J. Keeley,

Chief Financial Officer

~~By:~~32

~~/s/ Abraham Rosenblum~~

~~Dated: November 13, 2017~~

~~Abraham Rosenblum~~

~~Secretary and Director~~

~~By:~~

~~/s/ Hershel Weiss~~

~~Dated: November 13, 2017~~

~~Hershel Weiss~~

~~Director~~

FIRST FOODS GROUP, INC.
(Exact name of registrant as specified in its charter)

Large accelerated filer	¨☐	Accelerated filer	¨☐
Non-accelerated filer	¨☒	Smaller reporting company	x☒
~~(Do not check if a smaller reporting company)~~		Emerging growth company	x☐

		~~Pages~~
			Pages
~~PART I. FINANCIAL INFORMATION~~
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)		3

	Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016~~2020		3

	Condensed Consolidated Statements of Operations for the Three and ~~Nine~~Six Months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020		4

	Condensed Consolidated Statements of Changes in Deficit for the Three and Six Months ended June 30, 2021 and 2020		5

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months ~~Ended September~~ended June 30, ~~2017~~2021 and ~~2016~~2020		6	5

	Notes to Condensed Consolidated Financial Statements		67

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1224

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		1728

Item 4.	Controls and Procedures		1729

PART IIOTHER INFORMATION

Item 1.	Legal Proceedings		1830

Item 1A.	Risk Factors		1830

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		1830

Item 3.	Defaults Upon Senior Securities		1830

Item 4.	Mine Safety Disclosures		1830

Item 5.	Other Information		1830

Item 6.	Exhibits		1931

SIGNATURES			32

	September 30, 2017			December 31, 2016

ASSETS

Cash	$	271		$	17,355
Prepaid expenses and other current assets		23,044			-
TOTAL ASSETS	$	23,315		$	17,355

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES
Accounts payable and accrued liabilities	$	282,231		$	17,355
Due to shareholder		167,350			-
Deferred compensation		182,344			-
TOTAL LIABILITIES		631,925			17,355

Commitments

STOCKHOLDERS’ DEFICIT
Series A convertible preferred stock: $0.001 par value, 1 share authorized, no shares issued and outstanding		-			-
Series B convertible preferred stock: $0.001 par value, 4,999,999 shares authorized, no shares issued and outstanding		-			-
Common stock: $0.001 par value, 70,000,000 shares authorized, 16,372,857 and 14,150,000 shares issued and outstanding, respectively		16,373			14,150
Additional paid-in capital		4,114,654			42,949
Accumulated deficit		(4,739,637	)		(57,099	)
Total stockholders’ deficit		(608,610	)		-
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	23,315		$	17,355

	For the three months ended September 30,						For the nine months ended September 30,
	2017			2016			2017			2016

REVENUES	$	-		$	10,000		$	-		$	38,000
OPERATING EXPENSES
Professional Fees		2,500			6,344			132,052			38,704
General and Administrative		620,130			12,449			4,550,486			32,874
Total Operating Expenses		622,630			18,793			4,682,538			71,578
LOSS FROM OPERATIONS		(622,630	)		(8,793	)		(4,682,538	)		(33,578	)
NET LOSS	$	(622,630	)	$	(8,793	)	$	(4,682,538	)	$	(33,578	)
BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.04	)	$	(0.00	)	$	(0.30	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		16,372,857			14,150,000			15,690,167			14,150,000

	Year Ended
	September 30, 2017		December 31, 2016
Insurance	$	17,063	$	-
Financing fees		5,000		-
Employee receivable		981		-
Total	$	23,044	$	-

	(d)	inadequate capital to continue or expand its business, and inability to raise additional capital or financing to implement its business plans;

	(e)	decline in demand for First Foods’ products and services;

	(h)	~~insufficient revenues to cover operating costs; and~~

	~~(i)~~	reliance on proprietary merchant advance credit models, which involve the use of qualitative factors that are inherently judgmental and which could result in merchant ~~defaults.~~defaults; and
	(i)	new regulations impacting the business.

~~(a)~~	At the sole election of the Board, the Board may, at any time and from time to time, declare dividends on the Preferred Stock. Such dividends may be paid, at the sole election of a majority of the Board, either in (i) cash, (ii) shares of Common Stock, (iii) shares of Preferred Stock, (iv) shares of any other equity securities of the Company, or (v) any combination of the foregoing, provided that funds and/or equity securities are legally available to pay such dividends. If the Company elects to pay dividends in shares of Common Stock, Preferred Stock, and/or any other equity securities of the Company, such dividends shall be paid in full shares only, with any shares to be rounded up to a full share for any fractional share to be paid. Dividends declared by the Board of Directors may be paid on any date fixed by the Board to holders of record of shares of Preferred Stock as they appear on the Company’s stock register at the close of business on the record date (the “~~Record Date~~~~”). The Record Date, which shall not be greater than sixty (60) days nor less than ten (10) days before payment of dividends for such Record Date, shall be fixed by the Board.~~

~~(b)~~	No dividend payment shall be made on or with respect to any shares of Junior Stock unless, prior thereto, all declared and unpaid dividends on any shares of Preferred Stock shall have been paid on all then outstanding shares of Preferred Stock and/or any then outstanding shares of Parity Stock.

~~(c)~~	In addition to any other dividends that a holder of shares of Preferred Stock is entitled to, a holder of Preferred Stock shall be entitled to receive dividends on an as converted basis when, if and as declared by the Board of Directors for distribution to holders of Common Stock from time to time, only when, as and if declared by the Board of Directors, and only out of funds that are legally available.

3.1*3.1		Articles of Incorporation of the Registrant (1)
~~3.11+~~3.2		~~Certificate~~By-laws of ~~Amendment to~~ the ~~Certificate of Incorporation~~
3.2*		~~By-Laws~~Registrant (1)
31.1		~~Section 302~~ Certification of Chief Executive Officer
~~31.2~~		~~Section 302 Certification of~~ and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		~~Section 906 Certification~~Certifications of Chief Executive Officer
~~32.2~~		pursuant to 18 U.S.C. 1350, as created by Section 906 ~~Certification~~ of ~~Chief Financial Officer~~the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*	~~Filed as Exhibits to the Form S-1, filed on November 10, 2015, and incorporated herein by reference.~~
+(1)	Filed as an Exhibit to the Form ~~8-K,~~S-1, filed by First Foods Group, Inc. on ~~February 17, 2017,~~August 10, 2015, and incorporated herein by reference.

By:	/s/ Harold Kestenbaum	Dated: ~~November~~August 13, ~~2017~~2021
	Harold Kestenbaum,
	Chairman of the Board and
	Interim Chief Executive Officer

By:	/s/ Mark J. Keeley	Dated: ~~November~~August 13, ~~2017~~2021
	Mark J. Keeley,
	Chief Financial Officer