Washington, D.C. 20549


FORM 8-K   




Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported):   March 1, 2017



(Exact Name of Registrant as Specified in its Charter)





 (State of incorporation)

 (Commission File Number)

 (IRS Employer Identification No.)


720 Monroe Street, Suite E203, Hoboken, NJ 07030

(Address of principal executive offices)


(201) 471-0988

 (Registrant's telephone number, including area code)



(Former Name or former address if changed from last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On March 1, 2017, Mark J. Keeley accepted the appointment to be the Chief Financial Officer of First Foods Group, Inc. (the “Company”). On March 1, 2017, the Board of Directors of the Company resolved to appoint Mr. Keeley as the Chief Financial Officer.


MARK J. KEELEY is a Certified Public Accountant (CPA) who began his career in public accounting with KPMG LLP in August 1985, after graduating Summa Cum Laude from the University of Massachusetts with Bachelor’s Degree in Accounting and Computer Science. He obtained a Master’s Degree in Finance from Boston College in May 1988 and continued his public accounting career at Coopers and Lybrand LLP in September 1990 and was admitted to the Partnership when Coopers & Lybrand LLP merged with Price Waterhouse LLP to become PricewaterhouseCoopers LLP in October 1988. He retired from PricewaterhouseCoopers LLP (PwC) in July 2014. From April 2015 through November 2016 he served as the Chief Financial Officer (CFO) of Bradley, Foster & Sargent, Inc.; a Registered Investment Advisor (RIA) and SEC registrant with over $3B of assets under management.


Mr. Keeley is a qualified audit committee financial expert and one of the first holders of the Certified Information Technology Professional (CITP) designation granted by the American Institute of Public Accountants (AICPA). He has applied his accounting, financial management and information technology experience to a broad range of national and international companies, including the development of artificial intelligence (AI) solutions for the restaurant and restaurant franchise industry.


He has regularly worked with the highest levels of senior management, boards of directors, external auditors, investors, and regulators to build consensus and reach a common understanding of complex financial matters. He has testified to the United States Congress regarding financial accounting and auditing aspects of the U.S. Federal Government and served as PwC’s representative to Congressman Mr. Michael Conaway.


The Company and Mr. Keeley entered into an Employment Agreement (the “Agreement”), dated March 1, 2017. Pursuant to the Agreement, Mr. Keeley agreed to the appointment above and will perform the roles typical of a Chief Financial Officer in the restaurant franchise industry. In consideration for the above services, Mr. Keeley shall receive (i) 750,000 shares of common stock of the Company, and (ii) $20,833 per month, which shall be deferred until the Company raises at least $1,500,000 in financing.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.

Document Description


Employment Agreement, dated March 1, 2017, by and between the Company and Mark J. Keeley








Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


First Foods Group, Inc.


Date: March 6, 2017


/s/ Harold Kestenbaum



Harold Kestenbaum



Chief Executive Officer








Exhibit No.

Document Description


Employment Agreement, dated March 1, 2017, by and between the Company and Mark J. Keeley







Employment Agreement


Effective March 1, 2017 (the “Effective Date”) Mark J. Keeley (the “Employee”) and First Food Group, Inc. (the “Corporation”) enter into this Employment Agreement (the “Agreement”) as follows:


Responsibilities and Consideration . Employee will work for the Corporation as the Chief Financial Officer (CFO) on matters relating to the Corporation’s actual or potential business, accounting and finance as more particularly described on Exhibit A attached hereto (the “Employee Responsibilities”). Employee’s compensation shall consist of cash-based compensation and share-based compensation. Employee’s cash-based compensation shall begin on February 1, 2017 (the Deferred Date”) and shall be at a rate of $20,833 on a monthly basis ( $250,000 on an annualized basis), minus customary deductions for federal and state taxes beginning on the Deferred Date. Employee’s cash-based compensation will be deferred until such time as the Corporation completes a financing transaction for debt or equity in the amount of $1,500,000 . Employee’s share-based compensation will be a one-time award of 750,000 Corporation shares as of the Deferred Date. In addition, Employee will have the opportunity to participate in various Corporation benefit plans, as they are established by the Corporation.



· Employee shall devote such time and efforts to the performance of the Employee Responsibilities as reasonably necessary or appropriate. Employee may perform the Employee Responsibilities from the location of Employee’s choosing, except where Employee’s attendance at a meeting or other event is required for which Employee’s reasonable and customary expenses will be reimbursed by the Corporation. Corporation may, at its discretion, make workspace in its facilities available to Employee, or provide Employee with access to certain business resources. If such workspace or resources are made available, they will be made available solely for Employee’s convenience, and not as a condition of Employee’s provision of the Employee Responsibilities, except as expressly provided otherwise herein.





· Employee represents, covenants, and warrants that: (i) the Employee Responsibilities shall be performed in a professional and workmanlike manner; (ii) none of the Employee Responsibilities or any part of this Employment Agreement is or shall be inconsistent with any obligation Employee may have to third parties that Employee has entered into, undertaken, or acceded to prior to the date of this Employment Agreement; (iii) all work under this Employment Agreement shall be Employee’s original work or work that Employee has all requisite rights or permissions to use for the benefit of Corporation and its Affiliates; (iv) none of the Employee Responsibilities or any development, use, production, distribution, or exploitation thereof shall infringe, misappropriate, or violate any intellectual property or other right of any person or entity; and (v) the Employee Responsibilities shall be provided, in all material respects, in accordance with applicable laws, rules, and regulations and reasonable industry standards.





· Employee shall perform the Employee Responsibilities as an “Employee” of Corporation, and shall be treated as an equity owner of the Corporation, it being understood that Corporation has elected to be taxed as a corporation.





· Confidential Information . Employee understands that in the course of employment with the Corporation, Employee will acquire and/or have access to confidential and proprietary information of the Corporation and its clients, including, without limitation, information regarding the Corporation’s processes and protocols, marketing plans, budgets, unpublished financial information, business plans and strategies, and other information which is proprietary and/or confidential information of the Corporation, all of which is referred to in this Agreement as “Confidential Information.”Employee understands that employment creates a relationship of confidence and trust between Employee and the Corporation with respect to any such Confidential Information. Employee also understands and agrees that the Corporation has provided good and sufficient consideration for Employee’s obligations under this Agreement by providing Employee with employment.





· Employee acknowledges that it is important to the Corporation’s reputation, goodwill, and competitive situation in the market that there be no improper disclosure or use of Confidential Information. At all times, both during Employee’s employment by the Corporation and after his separation from employment, regardless of the reason or cause for such separation from employment, Employee agrees that: (a) Employee will not acquire any Confidential Information by any improper means; (b) Employee will keep in confidence and trust all Confidential Information which Employee may acquire; and (c) Employee will not use, disclose or make available to others any Confidential Information or anything relating to it without the written consent of the Corporation, except as may be necessary in the ordinary course of performing his duties as an employee of the Corporation.





· Employee shall not, during the term of this Employment Agreement or thereafter, make false or misleading statements or otherwise make any statement that could harm the business, operations, reputation or goodwill of the Corporation or any of its affiliates or its members, other than any truthful statement to a regulator or self-regulatory organization in connection with any examination or proceeding or in any litigation or arbitration proceeding.





· Any breach of this Section will cause irreparable harm to Corporation for which damages would not be an adequate remedy, and therefore, Corporation shall be entitled to injunctive relief with respect thereto (without the need to post a bond) in addition to any other remedies. Employee agrees that the foregoing provisions are reasonable and necessary to protect Corporation and its business. It is the desire and intent of the parties that the foregoing provisions shall be enforced to the fullest extent permitted under the public policies and laws applicable in each jurisdiction in which enforcement is sought.





Termination . Either party may terminate this Agreement at any time, for any reason, by giving the other party ten (10) days’ prior written notice. Sections 2 through 7 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. In the event Employee resigns within the first year of employment, the pro-rata portion of the shares awarded and valued as of the Deferred Date must be repaid to the Corporation.


Miscellaneous . This Agreement and the Employee Responsibilities performed hereunder are personal to Employee and Employee shall not have the right or ability to assign, transfer or subcontract any obligations under this Agreement without the written consent of Corporation. Any attempt to do so shall be void. Corporation shall be free to transfer any of its rights under this Agreement to a third party. This is the entire agreement between the parties with respect to the subject matter hereof and no changes or modifications or waivers to this Agreement shall be effective unless in writing and signed by both parties. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of law provisions thereof.


IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the Effective Date.













/s/ Mark J. Keeley


/s/ Abraham Rosenblum 



Mark J. Keeley


Abraham Rosenblum 








Employee Responsibilities


Serve as the Chief Financial Officer (CFO)


Oversee the work of the Corporation’s Controller or Bookkeeper.


Coordinate with the independent public accounting firm and legal firms retained by the Corporation to facilitate financial statement preparation and state and federal tax and regulatory reporting.


Provide accounting and finance advice necessary for the ongoing success of the Corporation.


Act as a business Employee and participant in periodic meetings, as requested.


Generally follow industry developments and maintain awareness of overall direction of the Corporation’s industry.


Other services to be agreed upon by Corporation and Employee from time to time.