FIFG First Foods Group Inc (QB)

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:

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.