0001477932-17-002482.txt : 20170522 0001477932-17-002482.hdr.sgml : 20170522 20170522161630 ACCESSION NUMBER: 0001477932-17-002482 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 30 CONFORMED PERIOD OF REPORT: 20170331 FILED AS OF DATE: 20170522 DATE AS OF CHANGE: 20170522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First Foods Group, Inc. CENTRAL INDEX KEY: 0001648903 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 474145514 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-206260 FILM NUMBER: 17861121 BUSINESS ADDRESS: STREET 1: 720 MONROE STREET STREET 2: SUITE E203 CITY: HOBOKEN STATE: NJ ZIP: 07030 BUSINESS PHONE: 201-471-0988 MAIL ADDRESS: STREET 1: 720 MONROE STREET STREET 2: SUITE E203 CITY: HOBOKEN STATE: NJ ZIP: 07030 FORMER COMPANY: FORMER CONFORMED NAME: Litera Group Inc DATE OF NAME CHANGE: 20150722 10-Q 1 ffg_10q.htm FORM 10-Q ffg_10q.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For Quarterly Period Ended March 31, 2017

 

or

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition period from _______________ to ______________

 

Commission File Number: 333-206260

 

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.)

 

720 Monroe Street, Suite E210

Hoboken, NJ 07030

(Address of principal executive offices) (Zip Code)

 

(201) 471-0988

Registrant's telephone number, including area code

 

____________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the proceeding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One).

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

¨

(Do not check if a smaller reporting company)

Emerging growth company

x

 

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 ¨

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

 

As of May 19, 2017, the number of shares outstanding of the registrant’s class of common stock was 15,650,000, par value of $0.001 per share.

 

 
 
 
 

TABLE OF CONTENTS

 

 

Pages

 

 

 

PART I. FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

 

3

 

 

 

Condensed Balance Sheets at March 31, 2017 (Unaudited) and December 31, 2016

 

3

 

 

 

Condensed Statements of Operations for the Three Months ended March 31, 2017 and 2016 (Unaudited)

 

4

 

 

 

Condensed Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016 (Unaudited)

 

5

 

 

 

Notes to Condensed Financial Statements

 

6

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

9

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

14

 

 

 

Item 4.

Controls and Procedures

 

14

 

 

 

PART II OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

 

15

 

 

 

Item 1A.

Risk Factors

 

15

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

15

 

 

 

Item 3.

Defaults Upon Senior Securities

 

15

 

 

 

Item 4.

Mine Safety Disclosures

 

15

 

 

 

Item 5.

Other Information

 

15

 

 

 

Item 6.

Exhibits

 

16

 

 

 

SIGNATURES

 

 17

 

 

 
2
 
 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

First Foods Group, Inc.

Condensed Balance Sheets

 

 

 

March 31,

2017

 

 

December 31,

2016

 

 

 

(Unaudited)

 

 

(Note 1)

 

ASSETS

Cash

 

$ 14,162

 

 

$ 17,355

 

Prepaid Expenses

 

 

37,538

 

 

 

-

 

TOTAL ASSETS

 

$ 51,700

 

 

$ 17,355

 

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

LIABILITIES

 

 

 

 

 

 

 

 

Accounts Payable and Accrued Liabilities

 

$ 101,557

 

 

$ -

 

Due to Shareholder

 

 

69,500

 

 

 

17,355

 

Deferred Compensation

 

 

45,095

 

 

 

-

 

TOTAL LIABILITIES

 

 

216,152

 

 

 

17,355

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

Preferred stock: $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding

 

 

-

 

 

 

-

 

Common stock: $0.001 par value, 70,000,000 shares authorized, 15,650,000 and 14,150,000 shares issued and outstanding, respectively

 

 

15,650

 

 

 

14,150

 

Additional Paid-in-Capital

 

 

1,822,699

 

 

 

42,949

 

Accumulated Deficit

 

 

(2,002,801 )

 

 

(57,099 )

Total Stockholders' Equity (Deficit)

 

 

(164,452 )

 

 

-

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

$ 51,700

 

 

$ 17,355

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 
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First Foods Group, Inc.

Condensed Statements of Operations

(Unaudited)

 

 

 

For the three months ended

March 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

REVENUES

 

$ -

 

 

$ 11,500

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

Professional Fees

 

 

43,297

 

 

 

-

 

General and Administrative

 

 

1,902,405

 

 

 

24,269

 

Total Operating Expenses

 

 

1,945,702

 

 

 

24,269

 

LOSS FROM OPERATIONS

 

 

(1,945,702 )

 

 

(12,769 )

NET LOSS

 

$ (1,945,702 )

 

$ (12,769 )

BASIC AND DILUTED LOSS PER COMMON SHARE

 

 

(0.13 )

 

 

-

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

 

 

14,583,333

 

 

 

12,325,000

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 
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First Foods Group, Inc.

Condensed Statements of Cash Flows

(Unaudited)

 

 

 

For the three months ended

March 31,

 

 

 2017

 

 

 2016

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net Loss

 

(1,945,702 )

 

$ (12,769 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Common stock issued to officers for services rendered

 

1,781,250

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Prepaid expenses

 

(2,730 )

 

 

-

 

Accounts payable and accrued liabilities

 

66,749

 

 

 

(671 )

Deferred compensation

 

45,095

 

 

 

-

 

Net cash used in operating activities

 

(55,338 )

 

 

(13,440 )

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Proceeds from shareholder

 

52,145

 

 

 

-

 

Net cash provided by financing activities

 

52,145

 

 

 

-

 

NET DECREASE IN CASH

 

(3,193 )

 

 

(13,440 )

CASH AT BEGINNING OF PERIOD

 

17,355

 

 

 

61,573

 

CASH AT END OF PERIOD

 

14,162

 

 

$ 48,133

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 
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First Foods Group, Inc.

Notes to Condensed Financial Statements

 

NOTE 1 – BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

 

Nature of Business

 

First Foods Group, Inc. (the "Company" or “First Foods” formerly known as Litera Group, Inc.) was incorporated under the laws of the State of Nevada on June 1, 2015, as “Litera Group, Inc.”. The Company is an emerging growth corporation originally formed to provide products and services within the theater and film production community. The Company developed screenplays, stage plays, comedy sketch and skit scripts, short film scripts and other literary and dramatic works, as well as offered abridgment and adaptation services. The Company's target market was independent film and theatrical producers and small and experimental production studios that scout for new projects to produce and distribute. The Company amended its Articles of Incorporation with the State of Nevada in order to change its name from Litera Group, Inc. to First Foods Group, Inc. (the “Amendment”). The board of directors of the Company approved the Amendment on February 15, 2017. The shareholders of the Company approved the Amendment by written consent on February 15, 2017. The Amendment became effective on February 16, 2017. First Foods is now focused on providing management services and funding options for new foodservice brands and menu concepts. First Foods Group, Inc. is also growing its own new concepts, both through proprietary development and through mergers, acquisitions, and licensing arrangements. The Company has assembled a team of distinguished food service professionals with experience and success at the highest levels of the industry.

 

In the opinion of management, the accompanying condensed financial statements presented in this Quarterly Report on Form 10-Q reflect all normal recurring adjustments necessary to present fairly the financial position and results of operations and cash flows for the interim periods presented herein, but are not necessarily indicative of the results of operations for the year ending December 31, 2017. These condensed financial statements should be read in conjunction with the Company’s audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2016, and with the disclosures and risk factors presented therein. The December 31, 2016 condensed balance sheet has been derived from the audited financial statements.

 

Going Concern

 

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Basis of Presentation

 

The Company's condensed financial statements are presented in accordance with generally accepted accounting principles in the United States of America.

 

 
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NOTE 1 – BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

 

Revenue Recognition

 

Prior to December 30, 2016, the Company generated revenues from the sale of movie scripts. Revenues were recognized when the following conditions were met:

 

1.

Persuasive evidence of a sale or license agreement exists with a customer.

 

2.

The script is complete and has been delivered or is immediately available to be delivered in accordance with the terms of the agreement.

 

3.

The license period for the arrangement has started and the customer can begin exploitation, exhibition or sale.

 

4.

The arrangement fee is fixed or determinable

 

5.

Collection of the arrangement fee is reasonably assured.

 

If any of the above conditions are not met, the Company will defer revenue until all conditions are met.

 

Income Taxes

 

The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2017, the Company recorded a full valuation allowance against deferred tax assets.

 

Per Share Data

 

In accordance with "ASC-260 - Earnings per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

 

Fair Value of Financial Instruments

 

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The carrying value of cash, accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments. Management is of the opinion that the Company is not exposed to significant market or credit risks arising from these financial instruments.

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605-Revenue Recognition and most industry-specific guidance throughout the ASC. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. In July 2015, the FASB deferred the effective date for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). Early adoption is permitted to the original effective date for annual reporting periods beginning after December 15, 2016 (including interim reporting periods within those periods). The amendments may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective). The Company will adopt ASU 2014-09 in the first quarter of fiscal 2018 and plans to apply the full retrospective approach. The Company does not anticipate that the adoption of ASU 2014-09 will have a material impact on its financial statements.

 

 
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NOTE 2 – RELATED PARTY

 

Employment Agreements 

 

On February 27, 2017, an individual newly appointed by the Board of Directors of the Company assumed the role of Chairman of the Board of Directors and Interim Chief Executive Officer (“Interim CEO”). Pursuant to the consulting contract, the Interim CEO shall receive (i) 750,000 shares of common stock of the Company for his appointment as Chairman of the Board, (ii) $10,000 per month for his role as Interim CEO, which shall be deferred until the Company raises at least $1,500,000 in financing, and (iii) $10,000 for every new franchising client he obtains, and (iv) $2,000 per month for legal services. In conjunction with this individual’s appointment, the former Chief Executive Officer resigned, but will remain as the Secretary and a director of the Company. The shares were valued at $1,500,000, representing a market value of $2.00 per share based on trading.

 

On March 1, 2017, an individual newly appointed by the Board of Directors of the Company assumed the role of Chief Financial Officer (“CFO”). Pursuant to the Employment Agreement, the CFO 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. The 750,000 shares of common stock are valued at $1,687,500, representing a fair market value of $2.25 per share based on trading, and recognized over a 12-month service period as a result of a clawback provision.

 

Due to Shareholder

 

Throughout the quarter ended March 31, 2017, the Company Secretary, who is also a director and a shareholder of the Company, provided non-interest bearing short term loans to the Company in the amount of $69,500.

 

NOTE 3 – STOCKHOLDERS' EQUITY

 

On December 30, 2016, as a result of a private transaction, the control block of voting stock of the Company, represented by 10,500,000 shares of common stock (the “Shares”), was transferred from the founder of the Company to Rosenweiss Capital LLC, and a change of control of the Company occurred. The consideration paid for the Shares, which represent 74% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $200,000.

 

On February 27, 2017, a consulting contract containing an award of 750,000 shares of common stock (see Note 2) was executed for the Interim CEO to serve as a Director and Chairman of the Board. The shares were valued at $1,500,000, representing a market value of $2.00 per share. The shares were fully vested at the date of grant and recorded in general and administrative expenses on the condensed statement of operations.

 

On March 1, 2017, an employment agreement containing an award of 750,000 shares of common stock was executed for the CFO (see Note 2). The shares were valued at $1,687,500, representing a fair market value of $2.25 per share. The shares are subject to a clawback provision during the CFO’s first year of service from February 1, 2017 through January 31, 2017. As such, the value of the shares is being amortized over 12 months. During the period ended March 31, 2017, the Company recorded $281,250 of compensation expense which is included in general and administrative expenses on the condensed statement of operations.

 

NOTE 4 – SUBSEQUENT EVENTS

 

On April 21, 2017, the Company entered into a binding term sheet (the “Term Sheet”) with Oded Brenner (“Brenner”). Pursuant to the Term Sheet, the Company and Brenner will form an entity that will own the intellectual property rights to "Blue Stripes-Cacao Shop" (the "IP Entity"), for the United States. Each party will own 50% of the IP Entity. Additionally, the Company and Brenner will form a new entity (the "Operating Entity"), of which, the Company shall own 51% and Brenner 49%, which will be granted the unlimited and exclusive license, at no cost, from the IP Entity, to open company-owned and franchise locations under the "Blue Stripe-Cacao Shop" marks and to sell products under the "Blue Stripe" marks (the "Brand"), both at retail and via the Internet.

 

On April 28, 2017, 222,857 shares of common stock were issued to Integrity Media, Inc. (IMI) for advertising, promotion, and due diligence efforts and expenses. The shares were recorded by the Company at $501,428, representing a fair market value of $2.25 per share which was based on the trading price. This amount will be recognized over the service period of February 21, 2017 to February 21, 2018. During the period ended March 31, 2017, the Company recorded advertising expense of $41,786 which is included in general and administrative expenses on the condensed statements of operations.

 

 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Cautionary Statements

 

This Form 10-Q may contain "forward-looking statements," as that term is used in federal securities laws, about First Foods Group, Inc.'s financial condition, results of operations and business.

 

These statements include, among others:

 

·

statements concerning the potential benefits that First Foods Group, Inc. (“First Foods”, “we”, “our”, “us”, the “Company”, or “management”) may experience from its business activities and certain transactions it contemplates or has completed; and

 

·

statements of First Foods's expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this Form 10-Q. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates," "opines," or similar expressions used in this Form 10-Q. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause First Foods's actual results to be materially different from any future results expressed or implied by First Foods in those statements. The most important facts that could prevent First Foods from achieving its stated goals include, but are not limited to, the following:

 

 

(a)

volatility or decline of First Foods's stock price;

 

 

(b)

potential fluctuation of quarterly results;

 

 

(c)

failure of First Foods to earn revenues or profits;

 

 

(d)

inadequate capital to continue or expand its business, and inability to raise additional capital or financing to implement its business plans;

 

(e)

decline in demand for First Foods's products and services;

 

 

(f)

rapid adverse changes in markets;

 

 

(g)

litigation with or legal claims and allegations by outside parties against First Foods, including but not limited to challenges to First Foods's intellectual property rights; and

 

 

(h)

insufficient revenues to cover operating costs;

 

There is no assurance that First Foods will be profitable, First Foods may not be able to successfully develop, manage or market its products and services, First Foods may not be able to attract or retain qualified executives and personnel, First Foods may not be able to obtain customers for its products or services, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of outstanding warrants and stock options, and other risks inherent in First Foods' businesses.

 

Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. First Foods cautions you not to place undue reliance on the statements, which speak only as of the date of this Form 10-Q. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that First Foods or persons acting on its behalf may issue. First Foods does not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Form 10-Q, or to reflect the occurrence of unanticipated events.

 

 
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Current Overview

 

First Foods is currently an “emerging growth company” under the JOBS Act. A company loses its “emerging growth company” status on (i) the last day of the fiscal year during which it had total annual gross revenues of $1,000,000,000 or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of its first sale of common equity securities pursuant to an effective registration statement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the date on which it has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (iv) the date on which it is deemed to be a ‘large accelerated filer’, as defined in Section 240.12b– 2 of title 17, Code of Federal Regulations, or any successor thereto. As an “emerging growth company,” First Foods is exempt from certain obligations of the Exchange Act including those found in Section 14A(a) and (b) related to shareholder approval of executive compensation and golden parachute compensation and Section 404(b) of the Sarbanes-Oxley Act of 2002 related to the requirement that management assess the effectiveness of the company’s internal control for financial reporting. Furthermore, Section 103 of the JOBS Act provides that as an “emerging growth company”, First Foods is not required to comply with the requirement to provide an auditor’s attestation of ICFR under Section 404(b) of the Sarbanes-Oxley Act for as long as First Foods qualifies as an “emerging growth company.” However, an “emerging growth company” is not exempt from the requirement to perform management’s assessment of internal control over financial reporting.

 

First Foods Group, Inc. (formerly “Litera Group, Inc.”) was incorporated under the laws of the State of Nevada on June 1, 2015. It was formed for the purpose of providing products and services within the film and theater production industry. The founder, Mr. Wade Gardner, was appointed CEO, President, Secretary, CFO, Treasurer and Director of the Company. The Board voted to seek capital to carry out our business plan. Initial funding of $20,100 was received through the sale of common stock to Mr. Gardner who purchased 10,500,000 shares of the Company’s Common Stock on June 5, 2015.

 

On December 30, 2016, as a result of a private transaction, the control block of voting stock of this company, represented by 10,500,000 shares of common stock (the “Shares”), were transferred from Wade Gardner to Rosenweiss Capital LLC, and a change of control of the Company occurred. The consideration paid for the Shares, which represent 74% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $200,000. In connection with the transaction, Mr. Gardner released the Company from all debts owed to him.

 

Upon the change of control of the Company, which occurred on December 30, 2016, the existing director and officer resigned immediately. Accordingly, Wade Gardner, serving as the sole director and as the only officer, ceased to be the Company’s President and Principal Accounting Officer. At the effective date of the transfer, Abraham Rosenblum assumed the role of a director and President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer of the Company. At the effective date of the transfer, Hershel Weiss assumed the role of a director of the Company.

 

On February 16, 2017, the Company amended its Articles of Incorporation with the State of Nevada in order to change its name from “Litera Group, Inc.” to “First Foods Group, Inc.” (the “Amendment”). The board of directors of the Company approved the Amendment on February 15, 2017. The shareholders of the Company approved the Amendment by written consent on February 15, 2017.

 

On February 27, 2017, Harold Kestenbaum accepted the appointment to be Chairman of the Board of Directors of First Foods Group, Inc. and Interim Chief Executive Officer. On February 27, 2017, the Board of Directors of the Company resolved to appoint Mr. Kestenbaum as the Chairman of the Board of Directors and as the Interim Chief Executive Officer. In conjunction with Mr. Kestenbaum’s appointment, Abraham Rosenblum agreed to resign as Chief Executive Officer, but will remain on the Board of Directors of the Company.

 

On March 1, 2017, Mark J. Keeley accepted the appointment to be the Chief Financial Officer of the Company. On March 1, 2017, the Board of Directors of the Company resolved to appoint Mr. Keeley as the Chief Financial Officer.

 

The Company previously was quoted on the OTCQB under “LRGP.” However, the Company is now quoted on the OTCQB under “FIFG.”

 

Our principal executive offices are located at 720 Monroe Street, Suite E210, Hoboken, NJ 07030. Our telephone number is (424) 543-4066 and our fax number is (424) 543-5072.

 

First Foods was an emerging growth corporation that was dedicated to the creation and commercialization of literary and dramatic products and services with the aim of achieving profitability and sustaining growth of our business. First Foods is now focused on providing management services and funding options for new foodservice brands and menu concepts. First Foods is also growing its own new concepts, both through proprietary development and through mergers, acquisitions, and licensing arrangements. The Company has assembled a team of distinguished food service professionals with experience and success at the highest levels of the industry.

 

As an emerging company, we continually analyze our business plan and operations in the light of market conditions and developments. We intend to become a self-sustained operational entity. In order to generate revenues, management will aim to maximize the Company’s business value by creating competitive products and services, addressing market and competition, utilizing specific marketing strategies, and establishing growth strategy for our company.

 

 
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OUR PRINCIPAL PRODUCTS AND SERVICES

 

We are primarily a service based company, providing franchise marketing and consulting services to new and emerging food service franchise companies. We will work with both existing restaurant franchise companies and those restaurant companies that are looking to franchise their operations. We will also be targeting potential acquisitions of restaurant companies that are either franchising currently or who wish to launch a franchise operation.

 

TARGET MARKET AND OUR NICHE WITHIN

 

Our target market will be existing and emerging restaurant companies, whose goal it is to expand via the franchise model. Based upon the experience of our board, we feel that this focus will serve us well.

 

COMPETITION, OUR COMPETITIVE STRATEGY AND METHODS OF COMPETITION

 

There are other venture capital companies who target franchise companies, but not very many just concentrate on the restaurant industry, as we will be doing.

 

MARKETING, MARKETING OBJECTIVES AND STRATEGIES

 

The Company markets its services directly to existing and emerging restaurant companies, focusing specifically on brand development, franchising, and capital formation.

 

Our Marketing Objectives are as follows:

 

 

·

Establishing and promoting our presence in our selected targeted market;

 

·

Creating and maintaining a target list of existing and emerging restaurant companies; and

 

·

Building a network of food service industry professional relationships and referrals.

 

To promote and market our services, we may involve the following strategies:

 

 

·

Establishing an online presence by designing a corporate website reflecting our scope of services offered. We will also engage in a search engine optimization campaign to improve visibility of our website and assist us with awareness for our products and services. Optimizing a website may involve editing its content and HTML and associated coding to both increase its relevance to specific keywords and to remove barriers to the indexing activities of search engines.

 

·

Approaching our industry target market by email. The most basic method of contacting is a carefully thought out query letter, sent via email, which consists of a one-paragraph synopsis of a project, a bio, a logline, in standard business format. Focusing specifically on our selected target market community who have needs and interests that our Company can address.

 

·

Engaging a PR campaign to obtain publicity and increase visibility for our business.

 

·

Participating in industry conferences and trade shows.

 

Currently, the Company’s officers and directors promote our services through many channels, including networking at local industry events and Internet sources. We anticipate that, as the Company grows over the next twelve months, pools of expertise will be acquired by recruiting within the food service industry and by using technical and marketing consultants, which will allow qualified individuals to join our management team and Board of Directors.

 

RESEARCH AND DEVELOPMENT

 

The Company has not expended funds for research and development costs since inception. First Foods has not undertaken any research and development activities regarding our target market and marketability of our products.

 

 
11
 
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EMPLOYEES

 

The Company’s current employees consist of Abraham Rosenblum as the Secretary and Mark J. Keeley as the Chief Financial Officer, as well as Harold Kestenbaum as a consultant serving in the role of interim Chief Executive Officer. These individuals, along with director Hershel Weiss, are responsible for operations, product development, sales and marketing, fund raising, implementation of our general strategy and execution of our business plan.

 

Our future business and operating results depend significantly on the continued contributions and active participation of the aforementioned individuals. The loss of these key contributors, or their failure to perform, could materially and adversely affect our Company's operations. While we may obtain Key Man insurance, such insurance may not be sufficient to cover the loss incurred in the event these individuals are lost.

 

Currently, our Chief Executive Officer and our Chief Financial Officer receive deferred compensation for their services and our Secretary and directors receive no compensation for their services during the emerging growth stage of our business operations. Our officers and directors are reimbursed for any out-of-pocket expenses they may incur on our behalf. We anticipate adding two (2) employees over the next twelve (12) months, one of which will be a Chief Marketing Officer and one of which will be a Chief Operations Officer. We do not currently have any benefits, such as health or life insurance, available to our employees.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We monitor our estimates on an on-going basis for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.

 

Certain of our accounting policies are particularly important to the portrayal and understanding of our financial position and results of operations and require us to apply significant judgment in their application. As a result, these policies are subject to an inherent degree of uncertainty. In applying these policies, we use our judgment in making certain assumption and estimates. Our critical accounting policies are outlined in Note 1 in the Notes to Condensed Financial Statements

 

Results of Operations for the Three Months Ended March 31, 2017 compared to the Three Months ended March 31, 2016

 

We had $0 in revenues in the three months ended March 31, 2017 and $11,500 for the three months ended March 31, 2016. Our revenue change is a result of the changing from the sale of dramatic and literary products to providing franchise marketing and consulting services to new and emerging food service franchise companies. We anticipate an increase in sales revenue as we continue to develop our new business plan. Our operating expenses for the three months ended March 31, 2017 were $1,945,702, which primarily consisted of the fair market value of cash and the fair market value of shares issued to the Interim CEO and Chairman of the Board under a consulting contract of $1,520,000, compensation expenses of $281,250, professional fees of $43,297, and deferred salaries of $45,195. For the three months ended March 31, 2016, our operating expenses were $24,269 which consisted of general and administrative expenses. Our operating expenses are primarily due to changing the focus of the Company from theater related activities to retail food and restaurant activities. Our net loss for the three months ended March 31, 2017 was $1,945,702. Our net loss for the three months ended March 31, 2016 was $12,769. The increase in net loss is primarily due to the adjustment in our business plan.

 

 
12
 
Table of Contents

 

Liquidity and Capital Resources

 

The Company's cash position was $14,162 at March 31, 2017, compared to $17,355 at December 31, 2016. As of March 31, 2017, the Company had current assets of $51,700 and current liabilities of $216,152 compared to $17,355 and $17,355, respectively, as of December 31, 2016, as we had just begun our revised operations. This resulted in a working capital (deficit) of ($164,452) at March 31, 2017 and $0 at December 31, 2016. The change is based on our change in business direction beginning in this quarter.

 

Net cash used in operating activities amounted to $55,338 and $13,440 for the three months ended March 31, 2017 and 2016, respectively. This is primarily due to a net loss of $1,945,702 and $12,769, respectively.

 

Net cash used in investing activities amounted to $0 for the three months ended March 31, 2017 and 2016.

 

Net cash provided by financing activities amounted to $52,145 and $0 for the three months ended March 31, 2017 and 2016, respectively.

 

The Company does not have sufficient capital to meet its current cash needs, which include the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended. The Company intends to seek additional capital through the management services and funding options for new foodservice brands and menu concepts. First Foods Group, Inc. is also growing its own new concepts, both through proprietary development and through mergers, acquisitions, and licensing arrangements. Financing options may be available to the Company either via a private placement or through the public sale of stock. There is no assurance, however, that the available funds will be available or adequate. Its need for additional financing is likely to persist.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

JOBS Act

 

On April 5, 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions, including without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) December 31, 2019; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

 

 
13
 
Table of Contents

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information we are required to disclose is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Commission. Mark J. Keeley, our Principal Accounting Officer, is responsible for establishing and maintaining our disclosure controls and procedures.

 

Under the supervision and with the participation of our management, including the President and the Principal Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. In connection with the preparation of our condensed financial statements as of and for the period ended March 31, 2017, we identified an issue related to the valuation of common stock issued to employees and non-employees. This resulted in a material adjustment to our stockholders’ equity (deficit) and operating expenses for the period ended March 31, 2017, the timing of which constitutes a material weakness in our internal controls over financial reporting. Based upon our evaluation, the Principal Accounting Officer has concluded that, as of March 31, 2017, these disclosure controls and procedures were not effective in ensuring that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our President and our Principal Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Management has begun implementing a remediation plan to address the control deficiency that led to the material weakness. The remediation plan includes but is not limited to, the implementation of additional review procedures designed to enhance our controls over valuation of equity instruments and where we feel appropriate, hire a valuation firm to support our conclusion. Our goal is to remediate this material weakness by the end of 2017.

  

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

·

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

 

·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

 

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting during the last quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 
14
 
Table of Contents

 

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time the Company may become a party to legal actions or proceedings in the ordinary course of its business. As of March 31, 2017, there were no such actions or proceedings, either individually or in the aggregate, that, if decided adversely to the Company’s interests, the Company believes would be material to its business.

 

Item 1A. Risk Factors.

 

Not required for emerging growth companies.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

.

There have been no defaults upon senior securities.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

Not Applicable

 

 
15
 
Table of Contents

 

Item 6. Exhibits

 

(a) Exhibits

 

EXHIBIT NO.

 

DESCRIPTION

 

 

 

3.1*

 

Articles of Incorporation

 

 

 

3.11+

 

Certificate of Amendment to the Certificate of Incorporation

 

 

 

10.1#

 

Consulting Agreement, dated February 27, 2017, by and First Foods Group, Inc. and Harold Kestenbaum

 

 

 

10.2**

 

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

 

 

 

31.1

 

Section 302 Certification of Chief Executive Officer

 

 

 

31.2

 

Section 302 Certification of Chief Financial Officer

 

 

 

32.1

 

Section 906 Certification of Chief Executive Officer

 

 

 

32.2

 

Section 906 Certification of Chief Financial Officer

 

101.INS

 

XBRL Instance Document

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase

_________

*Filed as Exhibits to the Form S-1, filed on November 10, 2015, and incorporated herein by reference.

+ Filed as an Exhibit to the Form 8-K, filed on February 17, 2017, and incorporated herein by reference. 

# Filed as an Exhibit to the Form 8-K, filed on March 2, 2017, and incorporated herein by reference.

** Filed as an Exhibit to the Form 8-K, filed on March 6, 2017, and incorporated herein by reference. 

 

 
16
 
Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

 

Dated: May 22, 2017

By: 

/s/ Harold Kestenbaum

 

 

Harold Kestenbaum

 

 

 

Chief Executive Officer and Director

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 

 

By:

/s/ Harold Kestenbaum

 

Dated: May 22, 2017

 

Harold Kestenbaum,

 

 

Chairman of the Board,

 

 

Chief Executive Officer

 

 

By:

/s/ Mark J. Keeley

 

Dated: May 22, 2017

 

Mark J. Keeley

 

 

Chief Financial Officer

 

 

By:

/s/ Abraham Rosenblum

 

Dated: May 22, 2017

 

Abraham Rosenblum,

 

 

Secretary and Director

 

 

By:

/s/ Hershel Weiss

 

Dated: May 22, 2017

 

Hershel Weiss,

 

Director

 

 

17

 

 

 

EX-31.1 2 ffg_ex311.htm CERTIFICATION ffg_ex311.htm

 

EXHIBIT 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

I, Harold Kestenbaum, certify that:

 

1.

I have reviewed this report on Form 10-Q of First Foods Group, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions):

 

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

 

 

Date: May 22, 2017

By:

/s/ Harold Kestenbaum

 

 

 

Harold Kestenbaum

 

 

 

Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

 

EX-31.2 3 ffg_ex312.htm CERTIFICATION ffg_ex312.htm

EXHIBIT 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, Mark J. Keeley, certify that:

 

1.

I have reviewed this report on Form 10-Q of First Foods Group, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions):

 

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

 

 

Date: May 22, 2017

By:

/s/ Mark J. Keeley

 

 

 

Mark J. Keeley

 

 

 

Chief Financial Officer

 

 

 

(Principal Financial/Accounting Officer)

 

 

EX-32.1 4 ffg_ex321.htm CERTIFICATION ffg_ex321.htm

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

418 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of First Foods Group, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2017 (the “Report”) I, Harold Kestenbaum, President of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d)of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date: May 22, 2017

By:

/s/ Harold Kestenbaum

 

 

Harold Kestenbaum

 

 

 

Chief Executive Officer

 

 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

EX-32.2 5 ffg_ex322.htm CERTIFICATION ffg_ex322.htm

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

418 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of First Foods Group, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2017 (the “Report”) I, Mark J. Keeley, Chief Financial Officer (Principal Financial/Accounting Officer) of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d)of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date: May 22, 2017

By:

/s/ Mark J. Keeley

 

 

 

Mark J. Keeley

 

 

 

Chief Financial Officer

 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

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Additionally, the Company and Brenner will form a new entity (the &#34;Operating Entity&#34;), of which, the Company shall own 51% and Brenner 49%, which will be granted the unlimited and exclusive license, at no cost, from the IP Entity, to open company-owned and franchise locations under the &#34;Blue Stripe-Cacao Shop&#34; marks and to sell products under the &#34;Blue Stripe&#34; marks (the &#34;Brand&#34;), both at retail and via the Internet.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On April 28, 2017, 222,857 shares of common stock were issued to Integrity Media, Inc. (IMI) for advertising, promotion, and due diligence efforts and expenses. The shares were recorded by the Company at $501,428, representing a fair market value of $2.25 per share which was based on the trading price. This amount will be recognized over the service period of February 21, 2017 to February 21, 2018. During the period ended March 31, 2017, the Company recorded advertising expense of $41,786 which is included in general and administrative expenses on the condensed statements of operations.</p> 41786 EX-101.SCH 7 ffg-20170331.xsd XBRL TAXONOMY EXTENSION SCHEMA 00000001 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 00000002 - Statement - Condensed Balance Sheets link:presentationLink link:calculationLink link:definitionLink 00000003 - Statement - Condensed Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000004 - Statement - Condensed Statements of Operations (Unaudited) link:presentationLink link:calculationLink link:definitionLink 00000005 - Statement - Condensed Statements of Cash Flows (Unaudited) link:presentationLink link:calculationLink link:definitionLink 00000006 - Disclosure - BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES link:presentationLink link:calculationLink link:definitionLink 00000007 - Disclosure - RELATED PARTY link:presentationLink link:calculationLink link:definitionLink 00000008 - Disclosure - STOCKHOLDERS' EQUITY link:presentationLink link:calculationLink link:definitionLink 00000009 - Disclosure - SUBSEQUENT EVENTS link:presentationLink link:calculationLink link:definitionLink 00000010 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) link:presentationLink link:calculationLink link:definitionLink 00000011 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000012 - Disclosure - RELATED PARTY (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000013 - Disclosure - STOCKHOLDERS' EQUITY (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000014 - Disclosure - SUBSEQUENT EVENTS (Details Narrative) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 8 ffg-20170331_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.DEF 9 ffg-20170331_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE EX-101.LAB 10 ffg-20170331_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE Employment agreement [Member] Plan Name [Axis] Interim CEO [Member] Title of Individual [Axis] CFO [Member] Subsequent Event [Member] Subsequent Event Type [Axis] Document And Entity Information Entity Registrant Name Entity Central Index Key Document Type Document Period End Date Amendment Flag Current Fiscal Year End Date Is Entity a Well-known Seasoned Issuer? 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Document and Entity Information - shares
3 Months Ended
Mar. 31, 2017
May 19, 2017
Document And Entity Information    
Entity Registrant Name First Foods Group, Inc.  
Entity Central Index Key 0001648903  
Document Type 10-Q  
Document Period End Date Mar. 31, 2017  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Is Entity a Well-known Seasoned Issuer? No  
Is Entity a Voluntary Filer? No  
Is Entity's Reporting Status Current? Yes  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   15,650,000
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2017  
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Condensed Balance Sheets - USD ($)
Mar. 31, 2017
Dec. 31, 2016
CURRENT ASSETS    
Cash $ 14,162 $ 17,355
Prepaid Expenses 37,538
TOTAL ASSETS 51,700 17,355
CURRENT LIABILITIES    
Accounts Payable and Accrued Liabilities 101,557
Due to Shareholder 69,500 17,355
Deferred Compensation 45,095
TOTAL LIABILITIES 216,152 17,355
STOCKHOLDERS' EQUITY    
Preferred stock: $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding
Common stock: $0.001 par value, 70,000,000 shares authorized, 15,650,000 and 14,150,000 shares issued and outstanding, respectively 15,650 14,150
Additional paid-in capital 1,822,699 42,949
Accumulated Deficit (2,002,801) (57,099)
Total Stockholders' Equity (Deficit) (164,452)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 51,700 $ 17,355
XML 14 R3.htm IDEA: XBRL DOCUMENT v3.7.0.1
Condensed Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2017
Dec. 31, 2016
STOCKHOLDERS' EQUITY    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, authorized shares 5,000,000 5,000,000
Preferred stock, issued shares 0 0
Preferred stock, outstanding shares 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, authorized shares 70,000,000 70,000,000
Common stock, issued shares 15,650,000 14,150,000
Common stock, outstanding shares 15,650,000 14,150,000
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Condensed Statements of Operations (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Condensed Statements Of Operations    
REVENUES $ 11,500
OPERATING EXPENSES    
Professional Fees 43,297
General and administrative 1,902,405 24,269
Total Operating Expenses 1,945,702 24,269
LOSS FROM OPERATIONS (1,945,702) (12,769)
NET LOSS $ (1,945,702) $ (12,769)
BASIC AND DILUTED INCOME PER COMMON SHARE $ (0.13)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 14,583,333 12,325,000
XML 16 R5.htm IDEA: XBRL DOCUMENT v3.7.0.1
Condensed Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES    
Net Loss $ (1,945,702) $ (12,769)
Adjustments to reconcile net loss to net cash used in operating activities:    
Common stock issued to officers for services rendered 1,781,250
Changes in operating assets and liabilities:    
Prepaid expenses (2,730)
Accounts payable and accrued liabilities 66,749 (671)
Deferred compensation 45,095
Net Cash Used in Operating Activities (55,338) (13,440)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from shareholder 52,145
Net cash provided by financing activities 52,145
NET DECREASE IN CASH (3,193) (13,440)
CASH AT BEGINNING OF PERIOD 17,355 61,573
CASH AT END OF PERIOD $ 14,162 $ 48,133
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BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
3 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
NOTE 1 - BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Nature of Business

 

First Foods Group, Inc. (the "Company" or “First Foods” formerly known as Litera Group, Inc.) was incorporated under the laws of the State of Nevada on June 1, 2015, as “Litera Group, Inc.”. The Company is an emerging growth corporation originally formed to provide products and services within the theater and film production community. The Company developed screenplays, stage plays, comedy sketch and skit scripts, short film scripts and other literary and dramatic works, as well as offered abridgment and adaptation services. The Company's target market was independent film and theatrical producers and small and experimental production studios that scout for new projects to produce and distribute. The Company amended its Articles of Incorporation with the State of Nevada in order to change its name from Litera Group, Inc. to First Foods Group, Inc. (the “Amendment”). The board of directors of the Company approved the Amendment on February 15, 2017. The shareholders of the Company approved the Amendment by written consent on February 15, 2017. The Amendment became effective on February 16, 2017. First Foods is now focused on providing management services and funding options for new foodservice brands and menu concepts. First Foods Group, Inc. is also growing its own new concepts, both through proprietary development and through mergers, acquisitions, and licensing arrangements. The Company has assembled a team of distinguished food service professionals with experience and success at the highest levels of the industry.

 

In the opinion of management, the accompanying condensed financial statements presented in this Quarterly Report on Form 10-Q reflect all normal recurring adjustments necessary to present fairly the financial position and results of operations and cash flows for the interim periods presented herein, but are not necessarily indicative of the results of operations for the year ending December 31, 2017. These condensed financial statements should be read in conjunction with the Company’s audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2016, and with the disclosures and risk factors presented therein. The December 31, 2016 condensed balance sheet has been derived from the audited financial statements.

 

Going Concern

 

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Basis of Presentation

 

The Company's condensed financial statements are presented in accordance with generally accepted accounting principles in the United States of America.

 

Revenue Recognition

 

Prior to December 30, 2016, the Company generated revenues from the sale of movie scripts. Revenues were recognized when the following conditions were met:

 

1. Persuasive evidence of a sale or license agreement exists with a customer.
   
2. The script is complete and has been delivered or is immediately available to be delivered in accordance with the terms of the agreement.
   
3. The license period for the arrangement has started and the customer can begin exploitation, exhibition or sale.
   
4. The arrangement fee is fixed or determinable
   
5. Collection of the arrangement fee is reasonably assured.

 

If any of the above conditions are not met, the Company will defer revenue until all conditions are met.

 

Income Taxes

 

The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2017, the Company recorded a full valuation allowance against deferred tax assets.

 

Per Share Data

 

In accordance with "ASC-260 - Earnings per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

 

Fair Value of Financial Instruments

 

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The carrying value of cash, accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments. Management is of the opinion that the Company is not exposed to significant market or credit risks arising from these financial instruments.

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605-Revenue Recognition and most industry-specific guidance throughout the ASC. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. In July 2015, the FASB deferred the effective date for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). Early adoption is permitted to the original effective date for annual reporting periods beginning after December 15, 2016 (including interim reporting periods within those periods). The amendments may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective). The Company will adopt ASU 2014-09 in the first quarter of fiscal 2018 and plans to apply the full retrospective approach. The Company does not anticipate that the adoption of ASU 2014-09 will have a material impact on its financial statements.

XML 18 R7.htm IDEA: XBRL DOCUMENT v3.7.0.1
RELATED PARTY
3 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
NOTE 2 - RELATED PARTY

Employment Agreements 

 

On February 27, 2017, an individual newly appointed by the Board of Directors of the Company assumed the role of Chairman of the Board of Directors and Interim Chief Executive Officer (“Interim CEO”). Pursuant to the consulting contract, the Interim CEO shall receive (i) 750,000 shares of common stock of the Company for his appointment as Chairman of the Board, (ii) $10,000 per month for his role as Interim CEO, which shall be deferred until the Company raises at least $1,500,000 in financing, and (iii) $10,000 for every new franchising client he obtains, and (iv) $2,000 per month for legal services. In conjunction with this individual’s appointment, the former Chief Executive Officer resigned, but will remain as the Secretary and a director of the Company. The shares were valued at $1,500,000, representing a market value of $2.00 per share based on trading.

 

On March 1, 2017, an individual newly appointed by the Board of Directors of the Company assumed the role of Chief Financial Officer (“CFO”). Pursuant to the Employment Agreement, the CFO 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. The 750,000 shares of common stock are valued at $1,687,500, representing a fair market value of $2.25 per share based on trading, and recognized over a 12-month service period as a result of a clawback provision.

 

Due to Shareholder

 

Throughout the quarter ended March 31, 2017, the Company Secretary, who is also a director and a shareholder of the Company, provided non-interest bearing short term loans to the Company in the amount of $69,500.

XML 19 R8.htm IDEA: XBRL DOCUMENT v3.7.0.1
STOCKHOLDERS' EQUITY
3 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
NOTE 3 - STOCKHOLDERS' EQUITY

On December 30, 2016, as a result of a private transaction, the control block of voting stock of the Company, represented by 10,500,000 shares of common stock (the “Shares”), was transferred from the founder of the Company to Rosenweiss Capital LLC, and a change of control of the Company occurred. The consideration paid for the Shares, which represent 74% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $200,000.

 

On February 27, 2017, a consulting contract containing an award of 750,000 shares of common stock (see Note 2) was executed for the Interim CEO to serve as a Director and Chairman of the Board. The shares were valued at $1,500,000, representing a market value of $2.00 per share. The shares were fully vested at the date of grant and recorded in general and administrative expenses on the condensed statement of operations.

 

On March 1, 2017, an employment agreement containing an award of 750,000 shares of common stock was executed for the CFO (see Note 2). The shares were valued at $1,687,500, representing a fair market value of $2.25 per share. The shares are subject to a clawback provision during the CFO’s first year of service from February 1, 2017 through January 31, 2017. As such, the value of the shares is being amortized over 12 months. During the period ended March 31, 2017, the Company recorded $281,250 of compensation expense which is included in general and administrative expenses on the condensed statement of operations.

XML 20 R9.htm IDEA: XBRL DOCUMENT v3.7.0.1
SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
NOTE 4 - SUBSEQUENT EVENTS

On April 21, 2017, the Company entered into a binding term sheet (the “Term Sheet”) with Oded Brenner (“Brenner”). Pursuant to the Term Sheet, the Company and Brenner will form an entity that will own the intellectual property rights to "Blue Stripes-Cacao Shop" (the "IP Entity"), for the United States. Each party will own 50% of the IP Entity. Additionally, the Company and Brenner will form a new entity (the "Operating Entity"), of which, the Company shall own 51% and Brenner 49%, which will be granted the unlimited and exclusive license, at no cost, from the IP Entity, to open company-owned and franchise locations under the "Blue Stripe-Cacao Shop" marks and to sell products under the "Blue Stripe" marks (the "Brand"), both at retail and via the Internet.

 

On April 28, 2017, 222,857 shares of common stock were issued to Integrity Media, Inc. (IMI) for advertising, promotion, and due diligence efforts and expenses. The shares were recorded by the Company at $501,428, representing a fair market value of $2.25 per share which was based on the trading price. This amount will be recognized over the service period of February 21, 2017 to February 21, 2018. During the period ended March 31, 2017, the Company recorded advertising expense of $41,786 which is included in general and administrative expenses on the condensed statements of operations.

XML 21 R10.htm IDEA: XBRL DOCUMENT v3.7.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Mar. 31, 2017
Summary Of Significant Accounting Policies Policies  
Nature of Business

First Foods Group, Inc. (the "Company" or “First Foods” formerly known as Litera Group, Inc.) was incorporated under the laws of the State of Nevada on June 1, 2015, as “Litera Group, Inc.”. The Company is an emerging growth corporation originally formed to provide products and services within the theater and film production community. The Company developed screenplays, stage plays, comedy sketch and skit scripts, short film scripts and other literary and dramatic works, as well as offered abridgment and adaptation services. The Company's target market was independent film and theatrical producers and small and experimental production studios that scout for new projects to produce and distribute. The Company amended its Articles of Incorporation with the State of Nevada in order to change its name from Litera Group, Inc. to First Foods Group, Inc. (the “Amendment”). The board of directors of the Company approved the Amendment on February 15, 2017. The shareholders of the Company approved the Amendment by written consent on February 15, 2017. The Amendment became effective on February 16, 2017. First Foods is now focused on providing management services and funding options for new foodservice brands and menu concepts. First Foods Group, Inc. is also growing its own new concepts, both through proprietary development and through mergers, acquisitions, and licensing arrangements. The Company has assembled a team of distinguished food service professionals with experience and success at the highest levels of the industry.

 

In the opinion of management, the accompanying condensed financial statements presented in this Quarterly Report on Form 10-Q reflect all normal recurring adjustments necessary to present fairly the financial position and results of operations and cash flows for the interim periods presented herein, but are not necessarily indicative of the results of operations for the year ending December 31, 2017. These condensed financial statements should be read in conjunction with the Company’s audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2016, and with the disclosures and risk factors presented therein. The December 31, 2016 condensed balance sheet has been derived from the audited financial statements.

Going Concern

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basis of Presentation

The Company's condensed financial statements are presented in accordance with generally accepted accounting principles in the United States of America.

Revenue Recognition

Prior to December 30, 2016, the Company generated revenues from the sale of movie scripts. Revenues were recognized when the following conditions were met:

 

1. Persuasive evidence of a sale or license agreement exists with a customer.
   
2. The script is complete and has been delivered or is immediately available to be delivered in accordance with the terms of the agreement.
   
3. The license period for the arrangement has started and the customer can begin exploitation, exhibition or sale.
   
4. The arrangement fee is fixed or determinable
   
5. Collection of the arrangement fee is reasonably assured.

 

If any of the above conditions are not met, the Company will defer revenue until all conditions are met.

Income Taxes

The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2017, the Company recorded a full valuation allowance against deferred tax assets.

Per Share Data

In accordance with "ASC-260 - Earnings per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Fair Value of Financial Instruments

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The carrying value of cash, accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments. Management is of the opinion that the Company is not exposed to significant market or credit risks arising from these financial instruments.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605-Revenue Recognition and most industry-specific guidance throughout the ASC. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. In July 2015, the FASB deferred the effective date for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). Early adoption is permitted to the original effective date for annual reporting periods beginning after December 15, 2016 (including interim reporting periods within those periods). The amendments may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective). The Company will adopt ASU 2014-09 in the first quarter of fiscal 2018 and plans to apply the full retrospective approach. The Company does not anticipate that the adoption of ASU 2014-09 will have a material impact on its financial statements.

XML 22 R11.htm IDEA: XBRL DOCUMENT v3.7.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Details Narrative)
3 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
State of Incorporation Nevada
Date of incorporation Jun. 01, 2015
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RELATED PARTY (Details Narrative) - USD ($)
1 Months Ended
Mar. 01, 2017
Feb. 27, 2017
Mar. 31, 2017
Dec. 31, 2016
Due to shareholder     $ 69,500 $ 17,355
Employment agreement [Member] | Interim CEO [Member]        
Officer's compensation, description   Pursuant to the consulting contract, the Interim CEO shall receive (i) 750,000 shares of common stock of the Company for his appointment as Chairman of the Board, (ii) $10,000 per month for his role as Interim CEO, which shall be deferred until the Company raises at least $1,500,000 in financing, and (iii) $10,000 for every new franchising client he obtains, and (iv) $2,000 per month for legal services. In conjunction with this individual?s appointment, the former Chief Executive Officer resigned, but will remain as the Secretary and a director of the Company. The shares were valued at $1,500,000, representing a market value of $2.00 per share based on trading    
Share based compensation, shares issuable   750,000    
Share based compensation, shares issuable value   $ 1,500,000    
Officer's compensation   $ 10,000    
Frequency of officers compensation   Monthly    
Minimum financing to release monthly compensation   $ 1,500,000    
Franchisee allocation incentive   10,000    
legal fees   $ 2,000    
Share price   $ 2.00    
Employment agreement [Member] | CFO [Member]        
Officer's compensation, description Pursuant to the Employment Agreement, the CFO 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. The 750,000 shares of common stock are valued at $1,687,500, representing a fair market value of $2.25 per share based on trading, and recognized over a 12-month service period as a result of a clawback provision      
Share based compensation, shares issuable 750,000      
Share based compensation, shares issuable value $ 1,687,500      
Officer's compensation $ 20,833      
Frequency of officers compensation Monthly      
Minimum financing to release monthly compensation $ 1,500,000      
Share price $ 2.25      
Period of service 12 months      
XML 24 R13.htm IDEA: XBRL DOCUMENT v3.7.0.1
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)
1 Months Ended 12 Months Ended
Mar. 01, 2017
Feb. 27, 2017
Dec. 30, 2016
Common stock founder shares     10,500,000
Proceeds from tranfer of common stock     $ 200,000
Issued and outstanding share capital, percent     74.00%
Employment agreement [Member] | Interim CEO [Member]      
Share based compensation, shares issuable   750,000  
Share based compensation, shares issuable value   $ 1,500,000  
Share price   $ 2.00  
Employment agreement [Member] | CFO [Member]      
Share based compensation, shares issuable 750,000    
Share based compensation, shares issuable value $ 1,687,500    
Share price $ 2.25    
Service period, description February 1, 2017 through January 31, 2017    
Amortization period of share based compensation 12 months    
Share based compensation $ 281,250    
XML 25 R14.htm IDEA: XBRL DOCUMENT v3.7.0.1
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended
Apr. 28, 2017
Apr. 21, 2017
Mar. 31, 2017
Mar. 31, 2016
Common stock shares issued for services, value     $ 1,781,250
Advertising expense     $ 41,786  
Subsequent Event [Member]        
Description of binding term sheet   Pursuant to the Term Sheet, the Company and Brenner will form an entity that will own the intellectual property rights to "Blue Stripes-Cacao Shop" (the "IP Entity"), for the United States. Each party will own 50% of the IP Entity. Additionally, the Company and Brenner will form a new entity (the "Operating Entity"), of which, the Company shall own 51% and Brenner 49%, which will be granted the unlimited and exclusive license, at no cost, from the IP Entity, to open company-owned and franchise locations under the "Blue Stripe-Cacao Shop" marks and to sell products under the "Blue Stripe" marks (the "Brand"), both at retail and via the Internet    
Common stock shares issued for services, shares 222,857      
Common stock shares issued for services, value $ 501,428      
Share price $ 2.25      
Service period description February 21, 2017 to February 21, 2018      
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