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 30, 2017~~March 31, 2022

¨ ☐ 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~~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,~~May 20, 2022, the number of shares outstanding of the registrant’s class of common stock was ~~16,322,857,~~27,058,338, 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 30, 2017~~March 31, 2022 and December 31, ~~2016~~2021

3

Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months ended ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021

4

Condensed Consolidated Statements of Changes in Deficit for the Three Months ended March 31, 2022 and 2021

5

Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months ~~Ended September 30, 2017~~ended March 31, 2022 and ~~2016~~2021

6
5

Notes to Condensed Consolidated Financial Statements

67

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

1219

Item 3.
Quantitative and Qualitative Disclosures About Market Risk

1722

Item 4.
Controls and Procedures

1723

PART IIOTHER INFORMATION

Item 1.
Legal Proceedings

1824

Item 1A.
Risk Factors

1824

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

1824

Item 3.
Defaults Upon Senior Securities

1824

Item 4.
Mine Safety Disclosures

1824

Item 5.
Other Information

1824

Item 6.
Exhibits

1925

SIGNATURES

26

2
Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

~~First Foods Group, Inc.~~

~~Condensed Consolidated Balance Sheets~~

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

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

	March 31, 2022			December 31, 2021
	(Unaudited)			(audited)
ASSETS
CURRENT ASSETS
Cash	$	5,988		$	5,627
Restricted cash		5,900			5,900
Inventory		58,936			56,936
Merchant cash advances, net of allowance $132,663 and $131,703, respectively		36,900			37,541
Prepaid expenses and other current assets		90,174			89,888
TOTAL CURRENT ASSETS		197,898			195,892

Property and equipment, net		128,594			139,103
Operating lease right-of-use assets		160,363			177,062
TOTAL ASSETS	$	486,855		$	512,057
LIABILITIES AND DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	1,238,123		$	1,074,216
Accounts payable and accrued liabilities - related parties		794,556			718,114
Put liability		29,421			29,421
Deferred revenue		82,089			81,953
Loans, net of unamortized debt discount		1,325,244			1,288,586
Related party loans, net of unamortized debt discount		574,021			471,009
Operating lease liabilities		71,816			69,078
TOTAL CURRENT LIABILITIES		4,115,270			3,732,377

Loans - long term		150,000			150,000
Operating lease liabilities - long term		91,154			109,975
TOTAL LIABILITIES		4,356,424			3,992,352

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, 354,999 issued and outstanding, respectively ($118,235 liquidation preference)		355			355
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, 27,058,338 and 26,998,338 shares issued and outstanding, respectively		27,058			26,998
Additional paid-in capital		12,174,631			12,062,341
Accumulated deficit		(15,815,410	)		(15,335,458	)
Total First Foods Group, Inc. Deficit		(3,612,706	)		(3,245,104	)

Noncontrolling interests		(256,863	)		(235,191	)
Total deficit		(3,869,569	)		(3,480,295	)
TOTAL LIABILITIES AND DEFICIT	$	486,855		$	512,057

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)~~
First Foods Group, Inc. and Subsidiary
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

	For the Three Months Ended March 31,
	2022			2021

REVENUES
Product sales, net	$	14,457		$	16,025
Merchant cash advance income, net		348			26,313
Total Revenues		14,805			42,338

OPERATING EXPENSES
Cost of product sales		2,481			3,741
Legal fees		1,149			999
General and administrative		404,485			487,387
Provision for merchant cash advances		(346	)		(137,498	)
Total Operating Expenses		407,769			354,629

LOSS FROM OPERATIONS		(392,964	)		(312,291	)

OTHER INCOME (EXPENSE)
Interest expense		(108,660	)		(185,489	)

Loss before income taxes		(501,624	)		(497,780	)

Provision for income taxes		0			0

NET LOSS		(501,624	)		(497,780	)

Non-controlling interest share of loss		21,672			26,307

Net loss attributed to shareholders of First Foods Group, Inc.	$	(479,952	)	$	(471,473	)

BASIC AND DILUTED LOSS PER COMMON SHARE ATTRIBUTABLE TO FIRST FOODS GROUP, INC. STOCKHOLDERS	$	(0.02	)	$	(0.02	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING ATTRIBUTABLE TO FIRST FOODS GROUP, INC. STOCKHOLDERS - BASIC AND DILUTED		27,342,986			22,619,887

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

$ -

$ -

	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		-		0		-		0		0		(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	)
Balance at December 31, 2021		1,015,000		1,015		26,998,338		26,998		12,062,341		(15,335,458	)		(3,245,104	)		(235,191	)		(3,480,295	)
Common stock issued with loans payable		-		0		60,000		60		12,540		0			12,600			0			12,600
Stock based compensation		-		0		-		0		30,154		0			30,154			0			30,154
Warrants issued for director services		-		0		-		0		41,508		0			41,508			0			41,508
Warrants issued for loan payable		-		0		-		0		28,088		0			28,088			0			28,088
Net loss		-		0		-		0		0		(479,952	)		(479,952	)		(21,672	)		(501,624	)
Balance at March 31, 2022		1,015,000		1,015		27,058,338		27,058		12,174,631		(15,815,410	)		(3,612,706	)		(256,863	)		(3,869,569	)

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

5
Table of Contents

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

	For the Three Months Ended March 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(501,624	)	$	(497,780	)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-employee stock based compensation		0			5,000
Employee stock based compensation		71,662			109,235
Amortization of debt discount		62,857			130,051
Depreciation and amortization expense		10,510			12,798
Change in merchant allowance		961			(138,458	)
Merchant cash advance direct write off		0			960
Non-cash lease expense		16,699			14,873
Changes in operating assets and liabilities:
Inventory		(2,000	)		(2,929	)
Merchant cash advances		(320	)		189,396
Prepaid expenses and other current assets		(286	)		35,197
Vendor deposits		-			(62,430	)
Operating lease liabilities		(16,083	)		(14,769	)
Accounts payable and accrued liabilities		163,907			193,431
Accounts payable and accrued liabilities - related party		76,442			0
Deferred revenue		136			(7,702	)
Net cash used in operating activities		(117,139	)		(33,127	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock - related party		0			50,000
Proceeds from loans		30,000			0
Repayment of loans		0			(13,375	)
Proceeds from related party loans		87,500			62,250
Repayments of related party loans		0			(74,411	)
Net cash provided by financing activities		117,500			24,464

NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH		361			(8,663	)
CASH AND RESTRICTED CASH AT BEGINNING OF THE PERIOD		11,527			50,386
CASH AND RESTRICTED CASH AT END OF THE PERIOD	$	11,888		$	41,723

CASH AND RESTRICTED CASH CONSIST OF THE FOLLOWING:
END OF THE PERIOD
Cash		5,988			41,723
Restricted Cash		5,900			0
	$	11,888		$	41,723
SUPPLEMENTAL CASH FLOW INFORMATION:
NON-CASH FINANCING ACTIVITIES:
Common stock issued with loans	$	12,600		$	4,680
Common stock issued with related party loans	$	0		$	28,660
Warrants issued with loans	$	28,088		$	0

CASH PAID FOR:
Interest	$	3,130		$	45,191
Income taxes	$	0		$	0

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

Table of Contents

~~First Foods Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

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 still-illegal marijuana-based ingredient THQ, 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.

Quarterly Reporting

The accompanying unaudited condensed consolidated financial statements (“financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and have been consistently applied. Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP, but which are not required for interim reporting purposes, have been omitted. In the opinion of management, ~~the accompanying condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q reflect~~ all adjustments (consisting of normal recurring ~~adjustments~~accruals) considered necessary to present fairly the financial position as of March 31, 2022 and the 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~~ended March 31, ~~2017.~~2022 and 2021, have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the ~~Company’s~~ audited consolidated financial statements ~~included in its Annual Report on Form 10-K~~and notes thereto for the year ended December 31, ~~2016~~2021 included in the Company’s Annual Report on Form 10-K, as filed ~~on March 27, 2017, and~~ with the ~~disclosures~~Securities and ~~risk factors presented therein. The~~Exchange Commission on April 14, 2022. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, ~~2016 condensed balance sheet has been derived from the audited financial statements.~~2022.

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.

6
~~Table of Contents~~

~~First Foods Group, Inc.~~

~~Notes~~ These factors raise substantial doubt regarding the Company’s ability to ~~Unaudited Condensed Consolidated Financial Statements~~continue as a going concern for the next 12 months following the issuance of these 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 March 31, 2022, the Company had approximately $1,367,000 in third-party short-term debt and approximately $42,000 in associated debt discount and approximately $578,000 in related-party short-term debt and approximately $3,800 in associated debt discount that is due within the next twelve months. Management’s plan is to increase revenue, obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its operating expenses and seeking 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.

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.

~~Use of Estimates~~

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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 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 condensed consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”).~~

~~Principles of Consolidation~~

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

~~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 30, 2017 and December 31, 2016, respectively, the Company had $271 and $17,355 in cash.

~~Revenue Recognition~~

~~Prior to December 30, 2016, the Company generated revenues from the sale of movie scripts. Revenues were recognized when the following conditions were met:~~

1.
~~Persuasive evidence of a sale or license agreement exists with a customer.~~
2.
~~The script is complete and has been delivered or is immediately available to be delivered in accordance with the terms of the agreement.~~
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.~~

~~If any of the above conditions are not met, the Company will defer revenue until all conditions are met.~~

~~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 30, 2017 and December 31, 2016, the Company had a full valuation allowance against deferred tax assets. With the 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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Recent Accounting Pronouncements

~~First Foods Group, Inc.~~

~~Notes~~From time 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~~time, new accounting pronouncements are issued by the ~~weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except~~FASB or other standard setting bodies. Unless otherwise discussed, the Company believes that the ~~denominator is increased to include the number~~impact of ~~additional common shares~~recently issued standards 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 30, 2017 and 2016.

~~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, 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~~

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605-Revenue Recognition and most industry-specific guidance throughout the ASC. ASU 2014-09 establishes principles for recognizing revenue upon 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 theyet effective date for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). Early adoption is permitted to the original effective date for annual reporting periods beginning after December 15, 2016 (including interim reporting periods within those periods). The amendments may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective). The Company will ~~adopt ASU 2014-09 in the first quarter of 2019 and plans to apply the full retrospective approach. The Company does~~ not ~~anticipate that the adoption of ASU 2014-09 will~~ 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 consolidated financial statements.

~~NOTE 2 – PREPAID EXPENSES~~Recently Adopted Accounting Pronouncements

In May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity – Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force).” The ~~following table represents prepaid expenses~~ASU addresses how an issuer should account for modifications or an exchange of freestanding written call options classified as equity that is not within the scope of another Topic. For both public and ~~other current assets as~~private companies, the ASU is effective for fiscal years beginning after December 15, 2021. Transition is prospective. Early adoption is permitted. The Company's adoption of ~~September 30, 2017 and December 31, 2016, respectively.~~ASU 2021-04 did not have a material impact on its unaudited condensed consolidated financial statements.

Year Ended

September 30,
2017

December 31,
2016

Insurance

$ 17,063

$ -

Financing fees

5,000

-

Employee receivable

981

-

Total

$ 23,044

$ -

NOTE 32 – RELATED PARTY TRANSACTIONS

~~Employment~~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 earned $40,000 per year for his ~~appointment~~role as Chairman of the Board ~~(ii) $10,000 per month~~and no longer takes compensation. As of March 31, 2022, the Company has accrued a total of $40,000 of compensation for his role as Interim CEO ~~which shall be deferred until~~under the Company raises at least $1,500,000 in financing, and (iii) $10,000 for every new franchising client he obtains, and (iv) $2,000 per month for legal services upon acquisition of a franchising client. In conjunction with this individual’s appointment, the former Chief Executive Officer resigned, but will remain as the Secretary and a director of the Company. The shares were valued at $1,500,000, representing a market value of $2.00 per share based on the closing price on the day of trading.previous agreement.

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As of March 31, 2022, the Company 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 March 31, 2022 and December 31, 2021 was $162,068 and $146,303, respectively.

~~First Foods Group, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~Related Party Loans

OnAssociated equity instruments recorded as debt discount

		Interest Rate	Original Maturity Date	New Maturity Date **	Common Shares issued		Fair Value of Common Shares issued		Warrants issued		Fair Value of Warrants issued		March 31, 2022			December 31, 2021
	1	12%*	4/17/2022	10/31/2022									$	100,000		$	100,000
During the three months ended March 31, 2022						-		-		-		-
During the three months ended March 31, 2021						-		-		-		-
	2	0%*	4/24/2022	8/31/2022										179,813			179,813
During the three months ended March 31, 2022						-		-		-		-
During the three months ended March 31, 2021						-		-		-		-
	3	12%*	4/16/2022	8/20/2022										150,000			150,000
During the three months ended March 31, 2022						-		-		-		-
During the three months ended March 31, 2021						80,000		16,000		-		-
	4	0%*	9/15/2022											500			500
During the three months ended March 31, 2022						-		-		-		-
During the three months ended March 31, 2021						-		-		-		-
	5	0%*	5/30/2022											147,500			60,000
During the three months ended March 31, 2022						-		-		-		-
During the three months ended March 31, 2021						-		-		-		-
	6	0%*	Loans fully repaid in 2021
During the three months ended March 31, 2022						-		-		-		-
During the three months ended March 31, 2021						60,000		12,660		-		-
	Unamortized debt discount													(3,792	)		(19,304	)
	Total												$	574,021		$	471,009

* - unsecured note

** - During the three month end periods ended March ~~1, 2017, Mark J. Keeley, an individual newly appointed by~~31, 2022 and 2021, the ~~Board of Directors~~company extended the terms of the ~~Company assumed~~notes identified above, the ~~role~~extension of ~~Chief Financial Officer (“CFO”). Pursuant~~the term was accounted for as a modification to the ~~Employment Agreement,~~original note. The company capitalized new costs of $0 and $28,660, for the ~~CFO shall receive (i) 750,000 shares of common stock of the Company,~~period ended March 31, 2022 and (ii) $20,833 per month, which shall be deferred until the Company raises at least $1,500,000 in financing. The 750,000 shares of common stock are valued at $1,687,500, representing a fair market value of $2.25 per share based on the closing price on the day of trading, and are recognized over a 12-month service period2021, respectively, as a result of ~~a clawback provision.~~the modifications.

~~On October 25, 2017, Mark J. Keeley was appointed as a director of~~During the three months ended March 31, 2022 and 2021, the Company byrecorded $15,512 and $33,354 of interest expense related to the ~~Board~~amortization of ~~Directors~~debt discount and $5,918 and $13,315 of regular interest, respectively.

As of March 31, 2022 and December 31, 2021, accrued interest was $74,067 and $68,149, respectively.

Related Party Payables

As of March 31, 2022 and December 31, 2021, the Company owed a Director $182,488 and $150,822, respectively, for expenses incurred on behalf of the Company.

ADirector Agreements

The Company annually revisits the board of director ~~Hershel Weiss, owns~~agreements, which include quarterly compensation of $10,000 per director for the ~~building that includes~~fiscal year. Three of the ~~Company’s office address~~five board members currently are compensated under these terms, while the other two board members remain unpaid. As of March 31, 2022 and ~~provides office space~~December 31, 2021, the Company has accrued $410,000 and $381,000, respectively, in relation to the ~~Company at no cost.~~director agreements and is included in Accounts payable and accrued liabilities - related parties on the balance sheet.

~~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.

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On ~~October 17, 2017, Obvia LLC,~~July 7, 2020, our Board of ~~which~~Directors appointed Michael Kaplan to the Board of Directors who currently remains as an uncompensated board member (see note 6 for details). If terminated with cause by the Company, ~~Chief Financial Officer, who is also~~the consultant shall not thereafter be entitled to any form of compensation, the unvested warrants shall terminate, and he shall be paid a ~~director and a shareholder of the Company, is a 50% owner, provided a loan to the Company’s Funding Division~~buyout fee in the amount of ~~$100,000 bearing an interest rate~~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 ~~US Prime Federal Funds Rate +1%, to be compounded monthly. The note is secured by the full value of the borrower.~~following:

	March 31, 2022			December 31, 2021
Leasehold improvements	$	33,000		$	33,000
Equipment		201,024			201,024
Less: Accumulated depreciation and amortization		(105,430	)		(94,921	)
Total	$	128,594		$	139,103

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

~~On December 30, 2016,~~Accounts payable and accrued liabilities consist of the following:

	March 31,		December 31,
	2022		2021
Accounts Payable	$	280,872	$	221,206
Interest		254,331		209,311
Salaries		666,777		603,371
Other		36,143		40,328
Total third party payables		1,238,123		1,074,216
Related party payables, officers and director fees		794,556		718,114
Total payables	$	2,032,679	$	1,792,330

NOTE 5 – LOANS AND LONG-TERM LOANS

Associated equity instruments recorded as debt discount

		Interest Rate	Original Maturity Date	New Maturity Date ****	Common Shares issued			Fair Value of Common Shares issued		Warrants issued		Fair Value of Warrants issued		March 31, 2022			December 31, 2021
	1	12%*	4/16/2022	8/31/2022										$	50,000		$	50,000
During the three months ended March 31, 2022						-			-		-		-
During the three months ended March 31, 2021						-			-		-		-
	2	12%*	4/22/2022	11/30/2022											18,000			18,000
During the three months ended March 31, 2022						-			-		-		-
During the three months ended March 31, 2021						18,000			4,680		-		-
	3	12%*	6/30/2022												250,000			250,000
During the three months ended March 31, 2022						-			-		125,000		28,088
During the three months ended March 31, 2021						-			-		-		-
	4	12%*	4/16/2022												410,000			410,000
During the three months ended March 31, 2022						-			-		-		-
During the three months ended March 31, 2021						-			-		-		-
	5	12%*	4/16/2022												140,000			140,000
During the three months ended March 31, 2022						-			-		-		-
During the three months ended March 31, 2021						-			-		-		-
	6	12%*	4/30/2022												200,000			200,000
During the three months ended March 31, 2022						-			-		-		-
During the three months ended March 31, 2021						-			-		-		-
	7	12%*	7/31/2022												60,000			60,000
During the three months ended March 31, 2022						60,000			12,600		-		-
During the three months ended March 31, 2021						-			-		-		-
	8	12%*	7/29/2022												96,000			96,000
During the three months ended March 31, 2022						-			-		-		-
During the three months ended March 31, 2021						-			-		-		-
	9	3.75% **	6/25/2050												150,000			150,000
During the three months ended March 31, 2022						-			-		-		-
During the three months ended March 31, 2021						-			-		-		-
	10	12.5%*	12/17/2022												3,600			3,600
During the three months ended March 31, 2022						-	��		-		-		-
During the three months ended March 31, 2021						-			-		-		-
	11	0%*	9/19/2022												16,500			16,500
During the three months ended March 31, 2022						-			-		-		-
During the three months ended March 31, 2021						-			-		-		-
	12	0%*	4/16/2022	8/31/2022											50,000			50,000
During the three months ended March 31, 2022						-			-		-		-
During the three months ended March 31, 2021						-			-		-		-
	13	0% ***	4/16/2022	5/31/2022											30,000			30,000
During the three months ended March 31, 2022						-			-		-		-
During the three months ended March 31, 2021						-			-		-		-
	14	0%*	4/16/2022	5/31/2022											13,000			13,000
During the three months ended March 31, 2022						-			-		-		-
During the three months ended March 31, 2021						-			-		-		-
	15	0% ***	5/30/2022												30,000			0
During the three months ended March 31, 2022						-			-		-		-
During the three months ended March 31, 2021						-			-		-		-
	Unamortized debt discount														(41,856	)		(48,514	)
	Total														1,475,244			1,438,586
	Less: short term loans, net														1,325,244			1,288,586
	Total long-term loans, net													$	150,000		$	150,000

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* - 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 month end periods ended March 31, 2022 and 2021, the company extended the terms of the notes identified above, the extension of the term was accounted for as a modification to the original note. The company capitalized new costs of $40,688 and $4,680, for the period ended March 31, 2022 and 2021, respectively, as a result of the modifications.

The Company has experienced a ~~private transaction,~~shortage of funding because cash outflows in the ~~control block~~first quarter for business administration were higher than business revenue and financing expectations. As a result, interest payables of ~~voting stock~~$117,255 on the Company’s loans with Acuity Opportunities Fund I, LLC (the “Lender”) (notes 4,5,6 and 8 in the above table) due by April, 16, 2022, April 30, 2022 and July 29, 2022 remained unpaid as of March 31, 2022. The carrying amount of the loans payable in default as of March 31, 2022 is $846,000. The Company’s management has successfully negotiated interest and loan extensions with the lender in prior periods and will continue to negotiate further extensions with the lender for future periods. The loan with the lender is presented as a current liability as of March 31, 2022.

In connection with the various debts issuances and extensions, the Company ~~represented by 10,500,000~~periodically, as applicable, records debt discount and amortizes it over the applicable life of the debt. During the three months ended March 31, 2022 and 2021, the Company recorded $47,344 and $96,697 of interest expense related to the amortization of debt discount and $41,856 and $41,303 of regular interest, respectively. As of March 31, 2022 and December 31, 2021, accrued interest was $170,493 and $132,778, respectively.

As of March 31, 2022 and December 31, 2021, accrued interest associated with the economic injury disaster loan was $9,771 and $8,385, respectively.

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NOTE 6 – STOCKHOLDERS’ DEFICIT

Warrant Activity

Common Stock Warrants

On July 7, 2020, our Board of Directors appointed Michael Kaplan to the Board of Directors. In connection with the agreement one million (1,000,000) warrants were issued. The warrants are valued at $177,200 based on the Black Scholes Model. For the three months ended March 31, 2022 and 2021, the Company recorded $0 and $43,693 as compensation expense related to the warrants, respectively.

Prior to 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 ~~(the “Shares”),~~at an exercise price of $0.18 per share, which was ~~transferred from~~ the ~~founder~~closing price of our common stock on such date. The warrants are valued at $354,400 based on the 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 ~~Company to Rosenweiss Capital LLC, and a change of control~~remaining milestones being met is reviewed by management every quarter. For each of the three months ended March 31, 2022 and 2021, the Company ~~occurred.~~recorded $41,508 as compensation expense related to the warrants. The ~~consideration paid for~~warrants shall vest upon the ~~Shares, which represent 74%~~occurrence to the Company of the ~~issued and outstanding share capital~~following milestone events through the efforts of the ~~Company on a fully-diluted basis, was $200,000.~~ 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.
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 ~~February 27, 2017,~~August 4, 2020, the Company signed an Employment Agreement for a ~~consulting contract containing~~term of three years with an ~~award~~annual base salary of ~~750,000~~eighty four thousand dollars ($84,000). As part of the agreement the Company will issue a warrant to the employee to purchase 300,000 shares a year, for a total of 900,000 shares of the Company’s common stock. The warrants have a term of three (3) years from date of issue and an exercise price equal to the closing market price of the Company’s common stock on August 4, of the corresponding year. The warrants issued on August 4, 2020 and 2021, are valued at $97,470 and $46,050, respectively, based on the Black Scholes Model. 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. 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 three months ended March 31, 2022 and 2021, the Company recorded $30,153 and $24,034 as compensation expense related to the warrants, respectively.

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On March 21, 2022, the Company extended the maturity date on one of its promissory notes (see Note 5). In association with this extension the company granted warrants for the right to purchase 125,000 shares of common stock ~~(see Note 3) was executed~~at an exercise price of $0.24 a share. The warrants are valued at $28,088 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.

The Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the ~~Interim CEO to serve as a Director and Chairman~~respective period:

	2022			2021
Risk-free interest rate		0.22	%	0.03-0.08		%
Expected term of options, in years		3			3
Expected annual volatility		214.0	%	228.0-247.7		%
Expected dividend yield	-		%	-		%
Determined grant date fair value per option	$	0.15 -0.22		$ 0.14 - 0.22

A summary of the ~~Board. The shares~~Company’s warrants to purchase common stock activity is as follows:

	Number of Warrants (in common shares)			Weighted Average Exercise Price
Outstanding, December 31, 2020		4,899,750		$	0.21
Granted		1,148,775			0.19
Exercised		-			0
Forfeited or cancelled		(343,750	)		0.08
Outstanding, December 31, 2021		5,704,775		$	0.22
Granted		425,000			0.18
Exercised		-			0
Forfeited or cancelled		(60,000	)		0.30
Outstanding, March 31, 2022		6,069,775		$	0.21

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As of March 31, 2022, 4,069,775 warrants for common stock were ~~valued at $1,500,000, representing a market~~exercisable and the intrinsic value of ~~$2.00 per share. The shares~~these warrants was $184,014, the weighted average remaining contractual life for warrants outstanding was 1.92 years and the remaining expense is $61,095 over the remaining amortization period which is four months.

As of March 31, 2021, 2,628,917 warrants for common stock were ~~fully vested at~~exercisable and the ~~date~~intrinsic value of ~~grant~~these warrants was $262,660, the weighted average remaining contractual life for warrants outstanding was 2.56 years and ~~recorded in general~~the remaining expense is $294,762 over the remaining amortization period which is 1.25 years.

Preferred Stock Warrants

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, 2020		4,470,000	$	0.68
Granted		-		0
Exercised		-		0
Forfeited or cancelled		-		0
Outstanding, December 31, 2021		4,470,000	$	0.68
Granted		-		0
Exercised		-		0
Forfeited or cancelled		-		0
Outstanding, March 31, 2022		4,470,000	$	0.68

As of March 31, 2022, 4,470,000 warrants for Series B preferred stock were exercisable and ~~administrative expenses on~~ the ~~condensed consolidated statement~~intrinsic value of ~~operations.~~these warrants was $2,674,350, the weighted average remaining contractual life for warrants outstanding was 6.12 years.

As of March 31, 2021, 4,470,000 warrants for Series B preferred stock were exercisable and the intrinsic value of these warrants was $4,350,600, the weighted average remaining contractual life for warrants outstanding was 7.12 years.

NOTE 7 – LEASES

On ~~March 1, 2017,~~June 23, 2020, the Company entered into an ~~employment~~operating lease agreement ~~containing~~with a term of 4 years, and an ~~award~~option to extend for three years, comprising of ~~750,000 shares of common stock was executed~~office and warehouse space. This option is included in the lease term when it is reasonably certain that the option will be exercised and failure to exercise such option will result in economic penalty and as such the option to extend 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~~three-year term is not included in the ~~CFO’s first year of service from February 1, 2017 through January 31, 2018. As such, the value~~below calculation.

For each of the ~~shares is being amortized over 12 months. During the nine~~three months ended ~~September 30, 2017,~~March 31, 2022 and 2021, the Company ~~recorded $1,125,000~~incurred lease expense for its operating leases of ~~compensation expense~~$21,911, which iswas included in general and administrative expenses on the accompanying unaudited condensed consolidated ~~statement~~statements of operations.

The Company’s weighted-average remaining lease term relating to its operating leases is 2.08 years, with a weighted-average discount rate of 12.00%.

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The Company had cash payments for operating leases of $21,806 for each of the three months ended March 31, 2022 and 2021.

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s operating leases as of March 31, 2022.

Maturity of Lease Liability
2022	$	65,587
2023		89,487
2024		30,120
Total undiscounted operating lease payments		185,194
Less: Imputed interest		22,224
Present value of operating lease liabilities	$	162,970

NOTE 8 – COMMITMENTS

On July 16, 2018, the Company entered into a consulting agreement with a service provider that contains the 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. As of March 31, 2022, these targets have not been achieved and the Company has determined it is not probable of being met at this time, as such no compensation expense has been recorded.

On August 14, 2019, the Company entered into an agreement with a CFN Media. In consideration for the services and deliverables provided by CFN Media, the Company will make three (3) cash payments to CFN Media totaling $30,000. Payments will be made in accordance with the following staged schedule:

“Stage 1” - $10,000 due upon the signing of the agreement for the 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’s receipt of CFN Media’s invoice issued after CFN Media’s completion of Stage 1 and the Company’s 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 lead generation, as well as syndication, distribution and placement of services and 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 March 31, 2022. 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 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 March 31, 2022, the Company has recorded a Put liability of $29,421. The Consultant has agreed to lower the restricted cash amount for the Put to $5,900.

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 amount 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 three million (3,000,000) warrants to purchase shares. One warrant shall be fully vested for every share 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. As of March 31, 2022, there were 2,852,009 shares of common stock and 2,942,725 warrants remaining to be issued if certain performance thresholds are met.

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.

On January 4, 2022, the Company entered into a grant agreement with a sales consultant. As compensation for the services, the Company will issue up to 2,380,952 shares of restricted common stock 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 amount of net sales of products generated by the sales consultant at the end of each month multiplied by a fixed percentage of 5% divided by the last closing market price of the shares as of the effective date. Additionally, if the sales consultant makes sales using salespeople who are not under contract with the Company, the Company will pay the consultant a cash commission at the end of each month equal to 5% of net sales over the term.

On March 2, 2022, the Company entered into two agreements with two consultants to further the business purpose of the Company. In consideration for the services provided by the consultants, the consultants will receive a 10% commission of the gross sales (net of returns) that were directly generated by the consultants 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.

On March 23, 2022, the Company entered into a grant agreement with a sales consultant. As compensation for the services, the Company will issue up to 2,083,333 shares of restricted common stock 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 amount of net sales of products generated by the sales consultant at the end of each month multiplied by a fixed percentage of 5% divided by the last closing market price of the shares as of the effective date.

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~~11, 2022, the Company ~~at $145,000, representing~~entered into a ~~fair market value~~memo of ~~$1.45 per share which was based~~understanding with a marketing consultant, who is a National Football League (NFL) celebrity. As compensation for the services, the Company agrees to split the net profit on a 50 / 50 basis derived from the ~~fair market value. This amount was recorded as compensation expense which is~~sales of the Company’s products that will be branded under the consultant’s name and result from the marketing consultant’s efforts. The marketing consultant will be paid on a quarterly basis over the two (2) year term.

Commission costs for the three months ending March 31, 2022 and 2021, were $0 and $1,138, respectively. These expenses are included in general and administrative expenses on the accompanying unaudited condensed consolidated ~~statement~~statements of operations. ~~On October~~As of March 31, ~~2017, these shares~~2022 and December 31, 2021, there were ~~cancelled and replaced with 100,000 warrants. The warrants were issued with an exercise price of $0.01 per share and may be redeemed effective October 31, 2017 through October 31, 2018.~~no accrued commissions outstanding.

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NOTE 9 – CONCENTRATION RISKS

~~First Foods Group, Inc.~~

~~Notes~~As of March 31, 2022, the Company's concentrations for receivables from merchant cash advances as well as income from merchant cash advances were not significant to ~~Unaudited Condensed Consolidated Financial Statements~~warrant concentration risk.

~~On April 28, 2017, 222,857 shares~~As of ~~common stock were issued to Integrity Media, Inc.~~December 31, 2021, the Company’s receivables from merchant cash advances included $29,290 from one merchant, representing 78% of the Company’s merchant cash advances The Company earned $14,949 of MCA income from one merchant, representing 57% of the Company’s MCA income for ~~advertising, promotion, and due diligence efforts and expenses. The shares were recorded by~~the three months ended March 31, 2021.

For the three months ended March 31, 2022, the Company ~~at $501,428, representing a fair market value~~had purchase concentrations of ~~$2.25 per share which was based on the fair market value. This amount was recorded as compensation expense which is included in general~~54% and ~~administrative expenses on the condensed consolidated statement of operations.~~27% from two vendors.

~~On May 11, 2017,~~For the three months ended March 31, 2021, the Company had purchase concentrations of 85% from one vendor.

NOTE 10 – SUBSEQUENT EVENTS

Subsequent to the year end, the Company has extended various loans (see notes 2 and 5) and has 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~~ agreement with a $10,000 retainer payable immediately in common stock valued on the date of signing. The remaining $125,000 is to be placed into escrow and released on the date of closing valued at the closing asking price. Of the $10,000 retainer, $5,000 is non-refundable. As of September 30, 2017 and through the date of these financial statements, the Company has recorded $5,000 as prepaid expense 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 which was based on the fair market value. 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 June 23, 2017, 150,000 shares of common stock were granted to Robert Kanuth for fund raising services. The shares were recorded by the Company at $307,500, representing a fair market value of $2.05 per share which was based on the trading price. 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 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:~~

~~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~~consultant (seen note 8).

(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 30, 2017 through the date of this filing, and noted the following subsequent events, in addition to those disclosed in Notes 1, 3 and 4.~~

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 the Company entered into a consulting agreement with Oded Brenner that supersedes and replaces the April 21, 2017 binding term sheet between the Company and Oded Brenner. The consulting agreement 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. 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; $8,000 upon the signing of the execution of the consulting agreement, $8,000 upon the Company approving an initial brand design, logo, packaging and recipes, and $8,000 upon the completion and the Company’s final approval and sourcing of design, logo, packaging and recipes.

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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,” “plans”, “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; due to, among other things, international conflicts, terrorism, environmental issues, world and national health issues, and inflation;

(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, ~~First Foods~~due to, among other potential reasons, that it may (i) not be able to successfully develop, manage or market its products and ~~services, First Foods may not be able to~~services; attract or retain qualified executives and ~~personnel, First Foods may not be able to~~personnel; or obtain customers for its products or services, (ii) incur additional dilution in outstanding stock ownership ~~may be incurred~~ due to the issuance of more shares, warrants, ~~and~~ stock options or other convertible securities, or the exercise of outstanding warrants and stock options, and (iii) suffer other risks inherent in ~~First Foods’~~its 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 company,”~~“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.” In addition, a “smaller reporting company” may include less extensive narrative disclosure than required of other reporting companies, particularly in the description of executive compensation and provide audited financial statements for two fiscal years, in contrast to other reporting companies, which must provide audited financial statements for three fiscal years. 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.”~~is focused on developing its specialty chocolate product line through its Holy Cacao subsidiary, participating in merchant cash advances (“MCAs”) ~~was incorporated under~~through its 1st Foods Funding Division, and introducing new health-related brands, concepts and products through its FFGI Wholesaling Division.

Holy Cacao is a majority owned subsidiary that is dedicated to producing, packaging, distributing and selling specialty chocolate products, including specialty chocolate products infused with a hemp-based ingredient in accordance with the ~~laws~~Company’s understanding of the ~~State~~Agricultural Act of ~~Nevada on June 1, 2015.~~

~~First Foods, as Litera Group, Inc., was dedicated to~~2014 (the “2014 Farm Bill”) and/or the ~~creation~~Agriculture Improvement Act of 2018 (the “2018 Farm Bill,” and ~~commercialization of literary and dramatic products and services~~together with the ~~aim~~2014 Farm Bill, collectively, the “Farm Bill”), which renders the production of ~~achieving profitability and sustaining growth~~hemp in compliance with the provisions of ~~our business. First Foods is now focused on providing management services and funding options for new foodservice brands and menu concepts, including~~ the ~~participation in merchant advances by 1~~^st ~~Foods Funding Division. First Foods is also growing its own new concepts, both through proprietary development and through mergers, acquisitions, and licensing arrangements.~~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~~still illegal marijuana-based ingredient such as THQ, 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.~~

~~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.

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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~~Company’s common stock 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~~(201) 471-0988.

As of March 31, 2022, our cash balance was $11,888, which includes restricted cash of $5,900, and our ~~fax number is (424) 543-5072.~~current liabilities were $4,115,270.

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 30, 2017~~March 31, 2022 compared to the Three Months ~~ended September 30, 2016~~Ended March 31, 2021

~~We had $0 in revenues in~~Fiscal Q1 2022 Highlights

Total net sales decreased 65% or $27,533 during the three months ended ~~September 30, 2017~~March 31, 2022 compared to 2021, primarily due to the Company phasing out the merchant cash advance division to focus and ~~$10,000~~put resources to the chocolate producing division of the Company.

Products Performance

The following table shows net sales by category for the three months ended ~~September 30, 2016. Our revenue change is a result~~March 31, 2022 and 2021:

	2022		Change			2021
Net sales by category:
Chocolate products	$	14,457		-10	%	$	16,025
Merchant cash advances		348		-99	%		26,313
Total net sales	$	14,805		-65	%	$	42,338

Chocolate products

Chocolate products sales decreased slightly during 2022 compared to 2021 due primarily to increased supply chain costs.

Merchant cash advances

Merchant cash advances sales decreased during 2022 compared to 2021 due to the Company focusing upon and placing resources to the chocolate producing division of the ~~changing from~~Company.

Cost of Product Sales

Products cost of sales for March 31, 2022 and 2021 were as follows:

March 31,

2022

March 31,

2021

Cost of Product Sales:

Chocolate products

2,481

3,741

Cost of product sales

The decrease in cost of product sales in March 31, 2022 as compared to March 31, 2021 was due to a decrease in product sales. Gross profit margins increased due to better efficiencies.

Legal fees for the ~~sale of dramatic~~three months ended March 31, 2022 was $1,149 compared to $999 for the three months ended March 31, 2021. This slight increase in legal fees was due to slightly increased legal rates.

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 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 dueMarch 31, 2022 was $404,485 compared to ~~changing the focus of the Company from theater related activities to retail food and restaurant activities. Our net loss~~$487,387 for the three months ended ~~September 30, 2017~~March 31, 2021. The decrease in general and administrative expenses was ~~$622,630. Our net loss~~primarily due to decreased costs associated with compensation expenses, and consulting and accounting fees.

Provision for merchant cash advances for the three months ended ~~September 30, 2016~~March 31, 2022 was ~~$8,793.~~$(346) compared to $(137,498) for the three months ended March 31, 2021. The ~~increase~~decrease in ~~net loss is primarily~~provision for merchant cash advances was due to the ~~adjustment~~collection of a large balance in ~~our business plan.~~prior period from one MCA that was previously fully reserved for due to COVID-19.

15
~~Table of Contents~~

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

We had $0 in revenues in the nine months ended September 30, 2017 and $38,000 for the nine months ended September 30, 2016. Our revenue change is a result of the changing from the sale of dramatic 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 operating expenses for the nine months ended September 30, 2017 were $4,682,538, which primarily consisted of 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 nine months ended September 30, 2016, our operating expenses were $71,578 which consisted of general and administrative expenses. Our increase in operating expenses are primarily due to changing the focus of the Company from theater related activities to retail food and restaurant activities. Our net loss for the nine months ended September 30, 2017 was $4,682,538. Our net loss for the nine months ended September 30, 2016 was $33,578. The increase in net loss is primarily due to the adjustment in our business plan.

Liquidity and Capital Resources

The ~~Company’s~~following table presents our cash ~~position was $271 at September 30, 2017, compared to $17,355 at December 31, 2016. As~~flows:

	Three Months Ended
	March 31,
	2022			2021
Net cash used in operating activities	$	(117,139	)	$	(33,127	)
Net cash used in investing activities	$	-		$	-
Net cash provided by financing activities	$	117,500		$	24,464

Operating Activities

Our primary uses of ~~September 30, 2017, the Company had current assets of $23,315~~cash from our operating activities include payments for compensation and ~~current liabilities of $631,925 compared to $17,355~~related costs 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.other general corporate expenditures.

Net cash used in operating activities ~~amounted to $184,834 and $37,749 for~~increased from the ~~nine~~three months ended ~~September 30, 2017 and 2016, respectively. This is~~March 31, 2021 to the three months ended March 31, 2022 primarily due to ~~a net loss of $4,682,538 and $33,578, respectively, offset by non-cash items included in~~ the net ~~loss~~effect of ~~$4,073,928~~a decrease in cash received from revenues and cash paid for cost of revenues and operating expenses, changes in operating assets and liabilities, decrease in stock ~~based~~ compensation ~~during the nine months ended September 30, 2017.~~and change in merchant allowance.

~~Net cash used in~~Investing Activities

There was no investing activities ~~amounted to $0~~ for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016.~~2021.

Financing Activities

Cash provided by financing activities consists of proceeds from issuance of debt.

Net cash provided by financing activities ~~amounted~~increased from the three months ended March 31, 2021 to ~~$167,350~~the three months ended March 31, 2022 primarily due to an increase of proceeds from issuance of loans and $0a decrease of repayment of loans..

Going Concern

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.

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In order to continue as a going concern, the Company will need, among other things, additional capital resources. As of March 31, 2022, the Company had approximately $1,367,000 in third-party short-term debt and approximately $42,000 in associated debt discount and approximately $578,000 in related-party short-term debt and approximately $3,800 in associated debt discount that is due within the next twelve months. Management’s plan is to increase revenue, obtain such resources for the ~~nine months ended September 30, 2017~~Company by obtaining capital from management and ~~2016, respectively.~~significant shareholders sufficient to meet its operating expenses and seeking 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.

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.

Concentration Risks

As of March 31, 2022, the Company's concentrations for receivables from merchant cash advances as well as income from merchant cash advances were not significant to warrant concentration risk.

As of December 31, 2021, the Company’s receivables from merchant cash advances included $29,290 from one merchant, representing 78% of the Company’s merchant cash advances The Company ~~intends to seek additional capital through its funding division~~earned $14,949 of MCA income from one merchant, representing 57% of the Company’s MCA income for new foodservice brands and menu concepts. First Foods Group, Inc. is also growing its own new concepts, both through proprietary development and through mergers, acquisitions, and licensing arrangements. Financing options may be available tothe three months ended March 31, 2021.

For the three months ended March 31, 2022, the Company ~~either via a private placement or through the public sale~~had purchase concentrations 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.~~54% and 27% from two vendors.

For the three months ended March 31, 2021, the Company had purchase concentrations of 85% from one vendor.

Off-Balance Sheet Arrangements

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

~~JOBS Act~~Contractual Obligations

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.None.

We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions, including without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (i) 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.

16
~~Table of Contents~~

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.

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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 March 31, 2022, 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 March 31, 2022 that have materially affected, or are reasonably likely to materially affect, ~~the Company’s~~our internal control over financial reporting.

1723
Table of Contents

PART II OTHER INFORMATION

Item 1. Legal Proceedings

~~From time to time the Company may become~~As of March 31, 2022, 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 various places in this Quarterly Report and in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for ~~emerging growth companies.~~the year ended December 31, 2021. Except as described below, 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 60,000 shares of the Company’s common stock during the three months ended March 31, 2022. 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

1824
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 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2

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

~~Section 906~~ Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
32.2

~~Section 906~~ Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of 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.

1925
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 13, 2017~~May 23, 2022

Harold Kestenbaum,

Chairman of the Board and

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

Dated: ~~November 13, 2017~~May 23, 2022

Mark J. Keeley,

Chief Financial Officer


~~By:~~26	~~/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~~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 30, 2017~~March 31, 2022 and December 31, ~~2016~~2021		3

	Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months ended ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021		4

	Condensed Consolidated Statements of Changes in Deficit for the Three Months ended March 31, 2022 and 2021		5

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months ~~Ended September 30, 2017~~ended March 31, 2022 and ~~2016~~2021		6	5

	Notes to Condensed Consolidated Financial Statements		67

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1219

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		1722

Item 4.	Controls and Procedures		1723

PART IIOTHER INFORMATION

Item 1.	Legal Proceedings		1824

Item 1A.	Risk Factors		1824

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		1824

Item 3.	Defaults Upon Senior Securities		1824

Item 4.	Mine Safety Disclosures		1824

Item 5.	Other Information		1824

Item 6.	Exhibits		1925

SIGNATURES			26

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

	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 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

1.	~~Persuasive evidence of a sale or license agreement exists with a customer.~~

2.	~~The script is complete and has been delivered or is immediately available to be delivered in accordance with the terms of the agreement.~~

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.~~

	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 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		~~Section 302~~ Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		~~Section 906~~ Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
32.2		~~Section 906~~ Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of 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 13, 2017~~May 23, 2022
	Harold Kestenbaum,
	Chairman of the Board and
	Interim Chief Executive Officer

By:	/s/ Mark J. Keeley	Dated: ~~November 13, 2017~~May 23, 2022
	Mark J. Keeley,
	Chief Financial Officer