UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

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

~~Pursuant~~SECURITIES toEXCHANGE ~~Section~~ACT 13OF ~~or 15(d)~~1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported) September 29, 2022

~~Date~~FIRST ofFOODS ~~Report~~GROUP, INC. (~~date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~July~~in ~~13,~~its ~~2020~~charter)

FIRST FOODS GROUP, INC. (Exact Name of Registrant as Specified in its Charter)

Nevada

47-4145514

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

Nevada		333-206260		47-4145514
(State ofincorporation)		(Commission FileNumber)		(IRS EmployerIdentification 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~~Check ~~Name~~the orappropriate ~~former~~box ~~address~~below if ~~changed~~the ~~from~~Form ~~last~~8-K ~~report.)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~☐ ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below~~to ifRule 425 under the ~~Form~~Securities ~~8-K~~Act ~~filing~~(17 isCFR ~~intended~~230.425) ☐ Soliciting material pursuant to ~~simultaneously~~Rule ~~satisfy~~14a-2 under the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant~~240.14a-2) ~~under~~☐ ~~any~~Pre-commencement ofcommunications ~~the~~pursuant ~~following~~to ~~provisions~~Rule 14d-2(~~see~~b) ~~General~~under ~~Instruction~~the AExchange Act (17 CFR 240.14d-2.(b)) ~~below~~☐ Pre-commencement communications pursuant to Rule 13e-4(c): under the Exchange Act (17 CFR 240.13e-4(c))

~~☐ Written~~Securities ~~communications~~registered pursuant to ~~Rule~~Section ~~425~~12(b) ~~under~~of the ~~Securities~~ Act ~~(17 CFR 230.425)~~:

~~☐ Soliciting~~Title ~~material~~of ~~pursuant~~each toclass ~~Rule~~Trading ~~14a-12 under the Exchange Act~~ Symbol(17s) ~~CFR 240~~None.~~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))

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. ☐

~~Securities~~Item ~~registered~~4.01 ~~pursuant~~Changes toin ~~Section~~Registrant’s ~~12(b)~~Certifying ~~of the Act: None~~Accountant.

~~Item~~Based 5on information provided by the Registrant’s independent registered public accounting firm, Friedman LLP (“Friedman”), effective September 1, 2022, Friedman combined with Marcum LLP (“Marcum”) and continued to operate as an independent registered public accounting firm.02 ~~Departure~~On ofSeptember ~~Directors~~29, or2022, ~~Certain~~the ~~Officers;~~Registrant’s ~~Election~~Board of Directors; ~~Appointment~~(i) ofdismissed ~~Certain~~Friedman ~~Officers;~~and ~~Compensatory~~(ii) ~~Arrangements~~engaged Marcum to serve as the independent registered public accounting firm of ~~Certain~~the ~~Officers~~Registrant and to provide to the Registrant the services previously provided to the Registrant by Friedman.

OnNeither ~~July~~of 13Friedman’s reports on the financial statements of the Registrant for either of the past two fiscal years ended, respectively, December 31, 2020 and December 31, ~~our~~2021, ~~Board~~contained ofan ~~Directors~~adverse ~~filled~~opinion or a ~~vacancy~~disclaimer ~~and~~of ~~appointed~~opinion, ~~Michael~~or ~~Kaplan~~was qualified or modified as to ~~the~~audit ~~Board~~scope, ofor ~~Directors.~~accounting Mrprinciples. ~~Kaplan~~The isCompany ~~currently~~has ~~not~~recurring ~~expected~~losses tofrom beoperations ~~named~~which asraises asubstantial ~~member~~doubt ofabout ~~any~~its ~~committees~~ability ofto ~~our~~continue ~~Board~~as ofa ~~Directors~~going concern.

~~Mr.~~During ~~Kaplan~~the Registrant’s ~~compensation~~two asmost arecent fiscal ~~director~~years ended, ~~for~~respectively, ~~the~~December ~~initial~~31, ~~twelve~~2020 ~~months~~and ~~will~~December ~~consist of One Million (1~~31,~~000,000)~~ ~~Warrants which will vest at the rate of 83~~2021,~~333~~ ~~Warrants~~and ~~per month for~~ the ~~initial~~subsequent ~~eleven~~interim ~~months~~period ~~and~~through ~~the~~September ~~balance~~29, ~~in the twelfth month~~2022, ~~provided~~there hewere isno adisagreements ~~director on each vesting date,~~ with ~~the~~Friedman ~~initial tranche vesting~~ on ~~the~~any ~~day~~matter ~~he takes office and then on each monthly anniversary~~ of ~~such~~accounting ~~date~~principles ~~thereafter.~~or ~~Each~~practices, ~~Warrant~~financial ~~will~~statement bedisclosure, ~~exercisable~~or ~~for~~auditing 36scope ~~months~~or ~~after~~procedure, itwhich ~~vests~~disagreement(s), ~~and~~if ~~will~~not beresolved ~~exercisable~~to atthe asatisfaction ~~price~~ of ~~$0.18 per share. If he remains in office beyond twelve months~~Friedman, ~~commencing~~would ~~with~~have ~~month~~caused ~~thirteen,~~it ~~his~~to ~~compensation~~make ~~will~~reference ~~be similar~~ to the ~~majority~~subject matter of the ~~directors~~disagreement(s) ~~then~~ in ~~office~~connection with its report.

~~Prior~~During tothe ~~Mr. Kaplan~~Registrant’s ~~appointment~~two tomost ~~the~~recent fiscal ~~Board~~years ended, ~~of Directors~~respectively, onDecember ~~July 7~~31, 2020 weand ~~entered~~December ~~into (i) a Subscription Agreement with Mr. Kaplan to sell to him one million (1~~31,~~000,000)~~ ~~shares of Common Stock at a purchase price of $0.20 per share for a total purchase price of $200~~2021,~~000,~~ ~~which~~and ~~shares~~the ~~shall~~subsequent beinterim ~~purchased~~period inthrough ~~twelve~~September ~~(12) equal monthly installments of 83~~29,~~333~~ ~~shares (the last installment to cover 83~~2022,~~337~~ ~~shares)~~there ~~with~~were ~~the~~no ~~initial~~reportable ~~purchase~~events ~~occurring on the date thereof and subsequent instalments on each monthly anniversary thereafter~~ (~~ii) a Consulting Agreement with Mr. Kaplan to award him,~~ as ~~full~~defined ~~compensation~~in ~~for~~Item ~~two~~ 304(2a) ~~years of service, warrants to purchase two million~~ (~~2,000,000~~1) ~~shares of Common Stock at an exercise price of $0.18 per share, which was the closing price of our common stock on such date, and~~ (~~iii~~v) ~~an arrangement with Mr. Kaplan that in the event he raises outside investment in the Company in the amount~~ of ~~$500,000~~Regulation S- ~~$2,000,000, he will receive one Warrant for each dollar he so raises~~K).

~~Effective~~The ~~August~~Registrant 1,has ~~2020~~provided ~~Mr.~~Friedman ~~Kaplan~~with ~~will~~a ~~also~~copy ~~have~~of the ~~title~~above ~~Chief~~disclosures ~~Marketing~~prior ~~Officer~~to its filing with ~~authority~~the Securities and Exchange Commission (the “Commission”). A letter to ~~oversee~~the Commission dated September 29, 2022 from Friedman regarding its concurrence or disagreement with the ~~Company~~statements made by the Registrant in this current report concerning the dismissal of Friedman as the Registrant’s ~~sales~~independent ~~and~~registered ~~marketing~~public ~~operations,~~accounting ~~and~~firm ~~responsibility~~is ~~for~~attached ~~developing~~as ~~oversight~~Exhibit ~~processes~~16 ~~and procedures~~hereto.

2During the Registrant’s two most recent fiscal years ended, respectively, December 31, 2020 and December 31, 2021, and the subsequent interim period through September 29, 2022, neither the Registrant nor anyone on its behalf has consulted with Marcum with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant’s consolidated financial statements, and neither a written report nor oral advice was provided to the Registrant that Marcum concluded was an important factor considered by the Registrant in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

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

~~Pursuant~~(d) ~~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.~~Exhibits

	First Foods Group, Inc.
16		Letter from Friedman LLP regarding the change in the Registrant’s certifying accountant, dated September 29, 2022
Date: July 15, 2020	By:	/s/ Harold Kestenbaum
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
	Name:	Harold Kestenbaum
	Title:	Chief Executive Officer

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 on this 29th day of September, 2022.

	FIRST FOODS GROUP, INC.

	By:	/s/ Mark J. Keeley
		Name: Mark J. Keeley
		Title: Chief Financial Officer

Filing Compare · First Foods Group, Inc.