UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): December 26, 2017

 

FIRST FOODS GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada

333-206260

47-4145514

(State of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

First Foods Group, Inc. c/o Incorp Services, Inc.,

3773 Howard Hughes Parkway, Suite 500S,

Las Vegas, NV 89169-6014

(Address of principal executive offices)

 

(201) 471-0988

(Registrant's telephone number, including area code)

 

720 Monroe Street, Suite E210, Hoboken, NJ 07030

(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 December 26, 2017, First Foods Group, Inc. (“Company”), entered into binding term sheets (collectively, the “Agreements”) with each of the Directors of the Company. Pursuant to the Agreements, each Director may be compensated with share-based and/or cash-based compensation. Each Director’s cash-based compensation for the period January 1, 2018 through December 31, 2018 will be $10,000 per quarter paid on a date determined by the majority vote of the Board of Directors. The Directors’ share-based compensation for the period January 1, 2018 through December 31, 2018 will be a one-time award of the ability to purchase a particular amount of warrants, ranging from 40,000 to 250,000 (collectively the “Warrants”); the terms of which will be detailed in a forthcoming Warrant Agreement (the “Warrant Agreement”). In principle, the Warrant Agreement will include the following terms:

 

 

o

Number and Type – Each Director is entitled to a one-time award of Warrants for the number of shares of Series B Preferred Stock (the “Preferred Stock”) of the Corporation, which shall equal five (5) shares of the Corporation’s Common Stock (the “Common Stock”), including liquidation preference over Common Stock.

 

 

 

 

o

Duration – The Warrants entitle each Director to purchase the Preferred Stock from the Corporation, after January 1, 2018 (the “Original Issuance Date”) and before December 31, 2024.

 

 

 

 

o

Purchase Price - The purchase price is $0.51 per share of Preferred Stock.

 

 

 

 

o

Vesting - The majority of the Warrants are subject to a 12-month period whereby the Warrants vest in equal monthly increments from January 1, 2018 through December 31, 2018 (the “Vesting period”).

 

Also, on December 26, 2017 the Company amended its employment agreements with its two officers, Mark J. Keeley and Harold Kestenbaum (together, the “Amendments”). According to the Amendment regarding Mr. Keeley, he will continue to work for the Corporation as the Chief Financial Officer (“CFO”). Mr. Keeley’s compensation shall consist of cash-based compensation and share-based compensation. His deferred cash-based compensation from February 1, 2017 through January 31, 2018 shall be reduced from $20,833 per month ($250,000 on an annualized basis) to $12,500 per month ($150,000 on an annualized basis), continue at that amount from February 1, 2018 through January 31, 2019, and revert back to the original amount of $20,833 per month ($250,000 on an annualized basis) starting February 1, 2019. Mr. Keeley’s cash-based compensation will be deferred until such time as the Corporation realizes $1,000,000 through any combination of a debt transaction, an equity transaction, or total retained earnings generated from annual net profit. Employee’s share-based compensation will be a one-time award of 250,000 warrants in accordance with the December 26, 2017 warrant agreement discussed above. Mr. Keeley will continue to have the opportunity to participate in various Corporation benefit plans, as they are established by the Corporation. Mr. Kestenbaum’s Amendment states that he will continue to serve as a director of the Company with the current title of Chairman of the Board. Also, Mr. Kestenbaum will continue to serve as interim Chief Financial Officer (“CEO”) until a suitable replacement is named. The Company agreed to adjust the accrued amount owed to Mr. Kestenbaum in 2017 (total for the year) from $120,000 to $40,000. This payment shall be deferred until the Company successfully raises $1,500,000.00 or more through debt or equity financing. The Company and Mr. Kestenbaum further agreed that, starting in the first quarter of 2018, in lieu of $10,000.00 per month in consulting fees, Mr. Kestenbaum will earn $10,000 per quarter in director fees paid on a date determined by the majority vote of the Board of Directors.

 

 
2
 
 

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.

Description

10.1

Binding Director Term Sheet, dated December 26, 2017, by and between Harold Kestenbaum and the Company.

10.2

 

Binding Director Term Sheet, dated December 26, 2017, by and between Hershel Weiss and the Company.

10.3

 

Binding Director Term Sheet, dated December 26, 2017, by and between Abraham Rosenblum and the Company.

10.4

 

Binding Director Term Sheet, dated December 26, 2017, by and between Mark J. Keeley and the Company.

10.5

 

Employment Agreement Amendment, dated December 26, 2017, by and between the Mark J. Keeley and the Company.

10.6

 

Agreement Amendment, dated December 26, 2017, by and between Harold Kestenbaum and the Company.

 

 
3
 
 

 

SIGNATURES

 

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

 

First Foods Group, Inc.

Date: January 2, 2018

By:

/s/ Harold Kestenbaum

Name:

Harold Kestenbaum

Title:

Chief Executive Officer

 
 
4
 
 

 

EXHIBIT INDEX

 

Exhibit No.

Document Description

10.1

Binding Director Term Sheet, dated December 26, 2017, by and between Harold Kestenbaum and the Company.

10.2

Binding Director Term Sheet, dated December 26, 2017, by and between Hershel Weiss and the Company.

10.3

 

Binding Director Term Sheet, dated December 26, 2017, by and between Abraham Rosenblum and the Company.

10.4

 

Binding Director Term Sheet, dated December 26, 2017, by and between Mark J. Keeley and the Company.

10.5

 

Employment Agreement Amendment, dated December 26, 2017, by and between the Mark J. Keeley and the Company.

10.6

 

Agreement Amendment, dated December 26, 2017, by and between Harold Kestenbaum and the Company.

 

 

5

 

EXHIBIT 10.1

 

Binding Director Term Sheet

 

Effective December 26, 2017 (the “Effective Date”) Harold Kestenbaum (the “Director”) and First Foods Group, Inc. (the “Corporation”), represented by the majority of the Board of Directors of the Corporation (collectively the “Parties”), enter into this Binding Term Sheet (the “Term Sheet”) as follows:

 

Responsibilities and Consideration:

 

- The Director will continue to serve on the Board of Directors of the Corporation and be responsible for day to day duties for the benefit of the Corporation.

 

 

- The Director’s compensation may consist of share-based and/or cash-based compensation.

 

 

- The Director’s cash-based compensation for the period January 1, 2018 through December 31, 2018 will be $10,000 per quarter paid on a date determined by the majority vote of the Board of Directors.

 

 

- The Director’s share-based compensation for the period January 1, 2018 through December 31, 2018 will be a one-time award of warrants (the “Warrants”); the terms of which will be detailed in a forthcoming Warrant Agreement (the “Warrant Agreement”). In principle, the Warrant Agreement will include the following terms:

 

 

o

Number and Type – The Director is entitled to a one-time award of Warrants for 40,000 shares of Series B Preferred Stock (the “Preferred Stock”) of the Corporation, as equal to five (5) shares of the Corporation’s Common Stock (the “Common Stock”), including liquidation preference over Common Stock.

 

 

 

 

o

Duration – The Warrants entitle the Director to purchase the Preferred Stock from the Corporation, after January 1, 2018 (the “Original Issuance Date”) and before December 31, 2024.

 

 

 

 

o

Purchase Price - The Purchase Price is $0.51 per share of Preferred Stock.

 

 

 

 

o

Vesting - The Warrants are subject to a 12-month period whereby the Warrants vest in equal monthly increments from January 1, 2018 through December 31, 2018 (the “Vesting period”).

 

IN WITNESS WHEREOF, the parties have executed this Term Sheet as of the Effective Date.

 

 

FIRST FOOD GROUP, INC.

 

 

 

 

By:

/s/ Harold Kestenbaum

By:

/s/ Mark J. Keeley

 

 

Harold Kestenbaum

 

 

Mark J. Keeley

 

 

 

 

 

  

 

 

 

 

By:

/s/ Abraham Rosenblum

 

 

 

 

 

Abraham Rosenblum

 

EXHIBIT 10.2

 

Binding Director Term Sheet

 

Effective December 26, 2017 (the “Effective Date”) Hershel Weiss (the “Director”) and First Foods Group, Inc. (the “Corporation”), represented by the majority of the Board of Directors of the Corporation (collectively the “Parties”), enter into this Binding Term Sheet (the “Term Sheet”) as follows:

 

Responsibilities and Consideration:

 

- The Director will continue to serve on the Board of Directors of the Corporation and be responsible for day to day duties for the benefit of the Corporation.

 

 

- The Director’s compensation may consist of cash-based and/or share-based compensation.

 

 

- The Director’s cash-based compensation for the period January 1, 2018 through December 31, 2018 will be $10,000 per quarter paid on a date determined by the majority vote of the Board of Directors.

 

 

- The Director’s share-based compensation for the period January 1, 2018 through December 31, 2018 will be a one-time award of warrants (the “Warrants”); the terms of which will be detailed in a forthcoming Warrant Agreement (the “Warrant Agreement”). In principle, the Warrant Agreement will include the following terms:

 

 

o

Number and Type – The Director is entitled to a one-time award of Warrants for 200,000 shares of Series B Preferred Stock (the “Preferred Stock”) of the Corporation, as equal to five (5) shares of the Corporation’s Common Stock (the “Common Stock”), including liquidation preference over Common Stock.

 

 

 

 

o

Duration – The Warrants entitle the Director to purchase the Preferred Stock from the Corporation, after January 1, 2018 (the “Original Issuance Date”) and before December 31, 2024.

 

 

 

 

o

Purchase Price - The Purchase Price is $0.51 per share of Preferred Stock.

 

 

 

 

o

Vesting - The Warrants are subject to a 12-month period whereby the Warrants vest in equal monthly increments from January 1, 2018 through December 31, 2018 (the “Vesting Period”).

 

 

 

 

o

Ratio of Ownership – For the duration of the Vesting Period, the owners of the Corporation’s Preferred A Stock shall not issue share-based compensation that would alter the ratio of share-based compensation that existed among and between the directors and/or officers of the corporation at the inception of the Vesting Period.

 

IN WITNESS WHEREOF, the parties have executed this Term Sheet as of the Effective Date.

 

 

FIRST FOOD GROUP, INC.

 

 

 

 

By:

/s/ Hershel Weiss

By:

/s/ Mark J. Keeley

 

 

Hershel Weiss

 

 

Mark J. Keeley

 

 

 

 

 

 

 

 

 

 

By:

/s/ Abraham Rosenblum

 

 

 

 

 

Abraham Rosenblum

 

 

EXHIBIT 10.3

 

Binding Director Term Sheet

 

Effective December 26, 2017 (the “Effective Date”) Abraham Rosenblum (the “Director”) and First Foods Group, Inc. (the “Corporation”), represented by the majority of the Board of Directors of the Corporation (collectively the “Parties”), enter into this Binding Term Sheet (the “Term Sheet”) as follows:

 

Responsibilities and Consideration:

 

- The Director will continue to serve on the Board of Directors of the Corporation and be responsible for day to day duties for the benefit of the Corporation.

 

 

- The Director’s compensation may consist of cash-based and/or share-based compensation.

 

 

- The Director’s cash-based compensation for the period January 1, 2018 through December 31, 2018 will be $10,000 per quarter paid on a date determined by the majority vote of the Board of Directors.

 

 

- The Director’s share-based compensation for the period January 1, 2018 through December 31, 2018 will be a one-time award of warrants (the “Warrants”); the terms of which will be detailed in a forthcoming Warrant Agreement (the “Warrant Agreement”). In principle, the Warrant Agreement will include the following terms:

 

 

o

Number and Type – The Director is entitled to a one-time award of Warrants for 200,000 shares of Series B Preferred Stock (the “Preferred Stock”) of the Corporation, as equal to five (5) shares of the Corporation’s Common Stock (the “Common Stock”), including liquidation preference over Common Stock.

 

 

 

 

o

Duration – The Warrants entitle the Director to purchase the Preferred Stock from the Corporation, after January 1, 2018 (the “Original Issuance Date”) and before December 31, 2024.

 

 

 

 

o

Purchase Price - The Purchase Price is $0.51 per share of Preferred Stock.

 

 

 

 

o

Vesting - The Warrants are subject to a 12-month period whereby the Warrants vest in equal monthly increments from January 1, 2018 through December 31, 2018 (the “Vesting Period”).

 

 

 

 

o

Ratio of Ownership – For the duration of the Vesting Period, the owners of the Corporation’s Preferred A Stock shall not issue share-based compensation that would alter the ratio of share-based compensation that existed among and between the directors and/or officers of the corporation at the inception of the Vesting Period.

 

IN WITNESS WHEREOF, the parties have executed this Term Sheet as of the Effective Date.

 

 

FIRST FOOD GROUP, INC.

 

 

 

 

By:

/s/ Abraham Rosenblum

By:

/s/ Mark J. Keeley

 

 

Abraham Rosenblum

 

 

Mark J. Keeley

 

 

 

 

 

 

 

 

 

By:

/s/ Hershel Weiss

 

 

 

 

 

Hershel Weiss

 

 

EXHIBIT 10.4

 

Binding Director Term Sheet

 

Effective December 26, 2017 (the “Effective Date”) Mark J. Keeley (the “Director”) and First Foods Group, Inc. (the “Corporation”), represented by the majority of the Board of Directors of the Corporation (collectively the “Parties”), enter into this Binding Term Sheet (the “Term Sheet”) as follows:

 

Responsibilities and Consideration:

 

- The Director will continue to serve on the Board of Directors of the Corporation and be responsible for day to day duties for the benefit of the Corporation.

 

 

- The Director’s compensation may consist of cash-based and/or share-based compensation.

 

 

- The Director’s cash-based compensation for the period January 1, 2018 through December 31, 2018 will be $10,000 per quarter paid on a date determined by the majority vote of the Board of Directors.

 

 

- The Director’s share-based compensation for the period January 1, 2018 through December 31, 2018 will be a one-time award of warrants (the “Warrants”); the terms of which will be detailed in a forthcoming Warrant Agreement (the “Warrant Agreement”). In principle, the Warrant Agreement will include the following terms:

 

 

o

Number and Type – The Director is entitled to a one-time award of Warrants for 250,000 shares of Series B Preferred Stock (the “Preferred Stock”) of the Corporation, as equal to five (5) shares of the Corporation’s Common Stock (the “Common Stock”), including liquidation preference over Common Stock.

 

 

 

 

o

Duration – The Warrants entitle the Director to purchase the Preferred Stock from the Corporation, after January 1, 2018 (the “Original Issuance Date”) and before December 31, 2024.

 

 

 

 

o

Purchase Price - The Purchase Price is $0.51 per share of Preferred Stock.

 

 

 

 

o

Vesting – 125,000 of the Warrants are fully vested on January 1, 2018. The remaining 125,000 Warrants are subject to a 12-month period whereby the Warrants vest in equal monthly increments from January 1, 2018 through December 31, 2018 (the “Vesting Period”).

 

 

 

 

o

Ratio of Ownership – For the duration of the Vesting Period, the owners of the Corporation’s Preferred A Stock shall not issue share-based compensation that would alter the ratio of share-based compensation that existed among and between the directors and/or officers of the corporation at the inception of the Vesting Period.

 

IN WITNESS WHEREOF, the parties have executed this Term Sheet as of the Effective Date.

 

 

FIRST FOOD GROUP, INC.

 

 

 

 

By:

/s/ Mark J. Keeley

By:

/s/ Abraham Rosenblum

 

 

Mark J. Keeley

 

 

Abraham Rosenblum

 

 

 

 

 

 

 

 

 

 

By:

/s/ Hershel Weiss

 

 

 

 

 

Hershel Weiss

 

 

EXHIBIT 10.5

 

Employment Agreement Amendment

 

Effective December 26, 2017 (the “Effective Date”) Mark J. Keeley (the “Employee”) and First Foods Group, Inc. (the “Corporation”) enter into this Employment Agreement Amendment (the “Amendment”) to the Employee’s March 1, 2017 Employment Agreement (the “Agreement”) as follows:

 

Responsibilities and Consideration . Employee will continue to work for the Corporation as the Chief Financial Officer (CFO) and Director . Employee’s compensation shall consist of cash-based compensation and share-based compensation. Employee’s deferred cash-based compensation from February 1, 2017 through January 31, 2018 shall be reduced from $20,833 per month ( $250,000 on an annualized basis) to $12,500 per month ( $150,000 on an annualized basis), continue at that amount from February 1, 2018 through January 31, 2019, and revert back to the original amount of $20,833 per month ( $250,000 on an annualized basis) starting February 1, 2019. Employee’s cash-based compensation will be deferred until such time as the Corporation realizes $1,000,000 through any combination of a debt transaction, an equity transaction, or total retained earnings generated from annual net profit. Employee’s share-based compensation will be a one-time award of 250,000 warrants in accordance with the December 26, 2017 warrant agreement (the “Warrant Agreement”). The Employee will continue to have the opportunity to participate in various Corporation benefit plans, as they are established by the Corporation.

 

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

 

 

FIRST FOOD GROUP, INC.

 

 

 

 

By:

/s/ Mark J. Keeley

By:

/s/ Abraham Rosenblum

 

 

Mark J. Keeley

 

 

Abraham Rosenblum

 

 

 

 

 

 

 

 

 

 

By:

/s/ Hershel Weiss

 

 

 

 

 

Hershel Weiss

 

 

EXHIBIT 10.6

 

Agreement Amendment

 

This Agreement Amendment (“Amendment”) serves to amend the consulting agreement (“Agreement”) dated February 27, 2017, by and between First Foods Group Inc. (“FIFG”), a Nevada corporation, and Attorney Harold Kestenbaum of Melville NY (“HK”), collectively the “Parties.”

 

WHEREAS; FIFG’s focus and direction has temporarily shifted and is not right now actively engaged in the franchising arena, AND

 

WHEREAS; FIFG has not been fully utilizing HK’s expertise and anticipates that it will continue to not fully utilize his expertise and time for the near and foreseeable future, AND

 

WHEREAS; The Parties agree to amend the Agreement to reflect the current reality,

 

THEREFORE; For goods and valuable consideration, the Parties agree as follows;

 

SERVICES AND RESPONSIBILITIES

 

HK will continue to serve as a director in FIFG, with the current title of Chairman of the Board.

 

HK will continue to serve as interim CEO until a suitable replacement is named.

 

HK will not have other obligations to FIFG, other than as a director, in which role he has a general obligation and fiduciary responsibility to promote and contribute to the general welfare of FIFG.

 

COMPENSATION

 

This is to confirm that the one-time fee of 750,000 shares that has been issued to HK is fully earned.

 

The Parties agree to adjust the accrued amount owed to HK in 2017 (total for the year) from $120,000 to $40,000. This payment shall be deferred until FIFG successfully raises $1,500,000.00 or more through debt or equity financing.

 

The Parties further agree that starting in the first quarter of 2018, in lieu of $10,000.00 per month in consulting fees, HK will earn $10,000 per quarter in director fees paid on a date determined by the majority vote of the Board of Directors.

 

HK will be reimbursed on a monthly basis for all reasonable out-of-pocket expenses directly associated with the performance of his duties for FIFG.

 

The Parties agree to revisit a broader set of responsibilities for HK and mutually enter into an expanded consulting agreement, if and when the Company again actively engages in the franchising business.

 

The term of the Agreement shall remain unchanged and shall expire on the original expiration date.

 

This Amendment may be signed in counter parts and by electronic or facsimile signature. In lieu of a signature, an affirmative email agreeing to this amendment shall be binding.

 

AGREED AND ACCEPTED this 26 th day of December, 2017:

 

FIRST FOODS GROUP, INC.

 
BY:

/S/ ABRAHAM ROSENBLUM

 

ABRAHAM ROSENBLUM

 
   

BY:

/S/ MARK J. KEELEY

 

 

MARK J. KEELEY

 

 

 

 

CONSULTANT    

 

 

 

BY:

/S/ HAROLD KESTENBAUM

 

 

HAROLD KESTENBAUM