UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

~~PURSUANT TO SECTION 13 OR 15(d) OF THE~~CURRENT REPORT

~~SECURITIES~~Pursuant to ~~EXCHANGE~~Section ~~ACT~~13 OFor ~~1934~~15(d)

~~Date~~ of the ~~Report~~Securities ~~(Date~~Exchange Act of ~~earliest event reported) February 7, 2023~~1934

~~FIRST~~Date of ~~FOODS~~Report ~~GROUP, INC.~~ (~~Exact~~date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): inFebruary ~~its~~5, ~~charter)~~2024

Nevada		47-4145514
(State or other jurisdictionof incorporation or organization)		(I.R.S. EmployerIdentification No.)

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) ~~(Zip Code)~~

(201) 471-0988

(Registrant’s telephone number, including area code)

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

Securities registered or to be registered pursuant to Section 12(b) of the Act: None.

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2) ☐ 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))

~~Securities~~☐ ~~registered~~Soliciting material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the Exchange Act: (17 CFR 240.14a-12)

~~Title~~☐ ofPre-commencement ~~each~~communications ~~class~~pursuant ~~Trading~~to ~~Symbol~~Rule 14d-2(sb) ~~None~~under the Exchange Act (17 CFR 240.14d-2(b))

~~Indicate~~☐ byPre-commencement ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 13e-4(~~§230.405 of this chapter~~c) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§240.~~12b~~13e-~~2 of this chapter~~4(c).)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 4 1.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

~~Based~~Effective February on5, ~~information provided by the Registrant’s independent registered public accounting firm~~2024, ~~Friedman~~our ~~LLP (“Friedman”)~~subsidiary, ~~effective~~Holy ~~September 1~~Cacao, ~~2022,~~Inc. ~~Friedman combined with Marcum LLP~~ (“~~Marcum~~Seller”) ~~and continued to operate as an independent registered public accounting firm. On September 29~~, ~~2022,~~entered ~~the~~into ~~Registrant’s~~a ~~Board~~Sale ~~of Directors (i) dismissed Friedman~~ and ~~(ii)~~Purchase ~~engaged Marcum to serve as the independent registered public accounting firm~~ of ~~the~~Assets ~~Registrant~~Agreement ~~and to provide to the Registrant the services previously provided to the Registrant by Friedman. On February 2, 2023, the Registrant’s Board of Directors~~ (i“Agreement”) with ~~dismissed~~NUTRIPK ~~Marcum~~LLC, ~~and~~a ~~(ii)~~Florida ~~engaged~~Limited ~~RBSM~~Liability ~~LLP~~Corporation (“~~RBSM~~Buyer”) toand ~~serve~~an asaffiliate ~~the independent registered public accounting firm~~ of ~~the~~Buyer, ~~Registrant~~Nutrifactory ~~and to provide to the Registrant the services previously provided to the Registrant by Friedman~~LLC.

~~Neither~~Among other ofthings, ~~Friedman’s reports on~~ the ~~financial~~Agreement ~~statements~~provided offor the ~~Registrant~~sale ~~for~~by ~~either~~Seller of ~~the~~certain ~~past~~assets, ~~two~~consisting ~~fiscal~~primarily ~~years~~of ~~ended,~~raw ~~respectively,~~materials ~~December 31~~inventory, ~~2020~~its ~~and~~interest in ~~December~~the ~~31,~~leased ~~2021~~premises, ~~contained~~its ansecurity ~~adverse opinion or a disclaimer of opinion~~deposit, oras ~~was~~well ~~qualified~~as orsome ~~modified~~equipment asand tothe ~~uncertainty,~~improvements ~~audit~~at ~~scope,~~its orleased ~~accounting principles~~Facility. The ~~Company~~sale ~~has~~did ~~recurring~~not include ~~losses~~patents, ~~from~~recipes, ~~operations~~formulas, ~~which~~proprietary ~~raises~~packaging ~~substantial~~materials ~~doubt~~and ~~about~~finished ~~its~~goods ~~ability to continue as a going concern~~inventory.

~~During~~The purchase ~~the~~price ~~Registrant’s~~was ~~two most recent fiscal years ended~~$100,000. ~~respectively,~~In ~~December 31~~addition, ~~2020~~Buyer ~~and~~shall ~~December~~pay ~~31,~~Seller ~~2021,~~a ~~and~~sales ~~the~~commission ~~subsequent~~equal ~~interim~~to ~~period~~5% ~~through~~of ~~September~~all ~~29,~~gross ~~2022,~~sales ~~there~~for ~~were~~a noperiod ~~disagreements with Friedman on any matter~~ of ~~accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement~~five (s5), ifyears ~~not~~for ~~resolved~~all tobusiness ~~the satisfaction of Friedman, would have caused~~ it totransacts ~~make reference to the subject matter of the disagreement(s) in connection~~ with GNC, its ~~report.~~affiliates ~~During~~or ~~the~~subsidiaries, ~~subsequent~~either ~~interim~~directly ~~period~~or through ~~February~~a 2subsidiary, ~~2023,~~related ~~there~~company or ~~were~~through noa ~~disagreements~~use agreement with ~~Marcum~~key ~~on any matter of accounting principles or practices~~employees, ~~financial~~for ~~statement~~any ~~disclosure,~~business orrelationship ~~auditing~~starting ~~scope~~within ortwo ~~procedure, which disagreement~~(s2), ifyears ~~not resolved to the satisfaction~~ of ~~Friedman,~~commencement ~~would have caused it to make reference to the subject matter~~ of the ~~disagreement(s) in connection with its report~~Agreement.

~~During~~The foregoing ~~the~~description ~~Registrant’s~~of ~~two~~the ~~most~~Agreement ~~recent fiscal~~is ~~years ended,~~qualified ~~respectively,~~in ~~December~~its ~~31,~~entirety ~~2020~~by ~~and~~reference ~~December~~to ~~31, 2021, and~~ the ~~subsequent~~full ~~interim~~text ~~period through September 29~~thereof, ~~2022,~~a ~~there~~copy ~~were~~of nowhich ~~reportable~~is ~~events~~filed (as Exhibit ~~defined in Item 304(a)(~~10.1~~)(v)~~ ofto ~~Regulation~~this SForm 8-K). ~~During~~and ~~the~~is ~~subsequent~~incorporated ~~interim~~by ~~period~~reference ~~through~~into ~~February~~this ~~2, 2023, there were no reportable events (as defined in~~ Item ~~304(a)(~~1~~)(v) of Regulation S-K)~~.01.

~~The Registrant has provided Marcum with a copy of the above disclosures prior to its filing with the Securities and Exchange Commission (the “Commission”)~~Item 2.01 ACompletion ~~letter to the Commission dated September 29, 2022 from Friedman regarding its concurrence or disagreement with the statements made by the Registrant in this current report concerning the dismissal~~ of ~~Friedman~~Acquisition as the Registrant’s independent registered public accounting firm was attached to the Registrant’s Form 8-K dated September 29, 2022. A letter to the Commission dated February 5, 2023 from Marcum regarding its concurrence or ~~disagreement~~Disposition ~~with the statements made by the Registrant in this current report concerning the dismissal~~ of ~~Marcum as the Registrant’s independent registered public accounting firm is attached as Exhibit 16 hereto~~Assets.

~~During~~See Item ~~the~~1.01 ~~Registrant’s~~above ~~two~~for ~~most~~a ~~recent fiscal~~description ~~years ended,~~of ~~respectively, December 31, 2020 and December 31, 2021, and~~ the ~~subsequent~~sale ~~interim period through February 2, 2023, neither the Registrant nor anyone on its behalf has consulted with Marcum with respect to either (i) the application~~ of ~~accounting~~certain ~~principles~~assets. toThis ~~a specified~~ transaction, ~~either~~is ~~completed~~part orof ~~proposed, or~~ the ~~type~~implementation of ~~audit~~our ~~opinion~~plan ~~that~~to ~~might~~expand operations beinto ~~rendered on~~ the ~~Registrant’s~~healthcare ~~consolidated~~field ~~financial statements,~~ and ~~neither~~we acontinue ~~written~~to ~~report~~utilize ~~nor~~our ~~oral~~resources ~~advice~~to ~~was~~pursue ~~provided~~various toopportunities ~~the~~in ~~Registrant~~this ~~that~~area. ~~Marcum~~No ~~concluded~~assurance can ~~was~~be angiven ~~important~~that ~~factor~~we ~~considered~~will bybe ~~the~~successful ~~Registrant~~ in ~~reaching~~implementing aour ~~decision as to any accounting~~plan, ~~auditing~~ or ~~financial~~even ~~reporting~~if ~~issue;~~implemented, ~~or (ii) any matter~~ that ~~was~~it ~~either~~will ~~the~~be ~~subject~~successful. ofAs apart ~~disagreement (as defined in Item 304(a)(1)(iv)~~ of ~~Regulation S-K and~~this pivot to the ~~related~~healthcare ~~instructions~~field, towe ~~Item~~are ~~304~~changing ofour ~~Regulation S-K) or~~corporate aname ~~reportable~~and ~~event~~thereafter ~~(as~~will ~~defined~~apply infor ~~Item 304(~~a~~)(1)(v)~~ ofnew ~~Regulation S-K)~~stock symbol.

Item 9.01. Financial Statements and ~~Exhibit~~Exhibits

(d) Exhibits

16		Letter from Marcum LLP regarding the change in the Registrant’s certifying accountant, dated February 7, 2023
Exhibit		Description
10.1		Sale and Purchase of Assets Agreement dated as of February 5, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized ~~on this 7th day of February, 2023~~.

FIRST FOODS GROUP, INC. By: /s/ Mark J. Keeley Name: Mark J. Keeley Title: Chief Financial Officer

	First Foods Group, Inc.

Date: February 9, 2024	By:	/s/ Harold Kestenbaum
	Name:	Harold Kestenbaum
	Title:	Chief Executive Officer

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