Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 20, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Pacific Ventures Group, Inc. | |
Entity Central Index Key | 882,800 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | true | |
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 | 25,415,000 | |
Amendment Description | Solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL Amendment No. 1 was filed on December 2, 2015 but due to a software glitch, the XBRL files were not correct. This Amendment No. 2 is being filed to ensure the correct files are submitted. | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | ||
Accounts receivable | $ 12,721 | |
Inventory, net | $ 120,346 | 58,256 |
Deposits | 1,500 | 1,500 |
Total Current Assets | 121,846 | 72,477 |
Fixed Assets | ||
Fixed assets, net | 39,823 | 106,740 |
Total Fixed Assets | 39,823 | 106,740 |
TOTAL ASSETS | 161,669 | 179,217 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Bank overdraft | 1,441 | 2,589 |
Accounts payable | 306,399 | 358,867 |
Accrued expenses | 163,009 | $ 891,532 |
Deferred exclusive distribution fee | 66,667 | |
Current portion, notes payable | 550,333 | $ 550,333 |
Current portion, notes payable - related party | 169,838 | 278,821 |
Current portion, leases payable | 42,565 | 36,012 |
Total Current Liabilities | 1,300,252 | 2,118,154 |
Long-Term Liabilities: | ||
Notes payable - related party | $ 386,036 | 324,522 |
Leases payable | 6,553 | |
Total Long-Term Liabilities | $ 386,036 | 331,075 |
Total Liabilities | 1,686,288 | 2,449,229 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized, 1,000,000 issued and outstanding | 1,000 | 1,000 |
Common stock, $.001 par value, 30,000,000 shares authorized, 25,384,031 and 22,884,031 issued and outstanding, respectively | 25,384 | 22,884 |
Additional paid in capital | 4,523,606 | 3,126,535 |
Accumulated deficit | 6,074,609 | (5,420,431) |
Total Stockholders' Equity (Deficit) | (1,524,619) | (2,270,012) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 161,669 | $ 179,217 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 30,000,000 | 30,000,000 |
Common Stock, shares issued | 25,384,031 | 22,884,031 |
Common Stock, shares outstanding | 25,384,031 | 22,884,031 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Sales, net of discounts | $ 17,957 | $ 22,326 | $ 244,176 | $ 97,436 |
Cost of Goods Sold | (2,248) | (17,323) | (91,500) | (43,567) |
Gross Profit | 15,709 | 5,003 | 152,676 | 53,869 |
Operating Expenses | ||||
Selling, general and administrative | 431,052 | 142,249 | 513,683 | 605,797 |
Depreciation expense | 22,306 | 21,134 | 66,917 | 63,401 |
Salaries and wages | 38,721 | 62,898 | 178,721 | 283,293 |
Operating Expenses/(Loss) | 492,079 | 226,281 | 759,321 | 952,491 |
Loss from Operations | (476,370) | (221,278) | (606,645) | (898,622) |
Interest expense | (13,200) | (25,038) | (47,533) | (52,479) |
Net Income/(Loss) before Income Taxes | $ (489,570) | $ (246,316) | $ (654,178) | $ (951,101) |
Provision for income taxes | ||||
Net Income/(Loss) | $ (489,570) | $ (246,316) | $ (654,178) | $ (951,101) |
Basic and Diluted Loss per Share - Common Stock | $ (0.02) | $ (0.01) | $ (0.03) | $ (0.04) |
Weighted Average Number of Shares Outstanding: Basic and Diluted Common Stock | 23,019,901 | 22,884,031 | 22,929,819 | 22,884,031 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
OPERATING ACTIVITIES | ||
Net loss | $ (654,178) | $ (951,101) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Shares issued for services | 461,903 | |
Depreciation | $ 66,917 | $ 63,401 |
Changes in operating assets and liabilities | ||
Accounts receivable | 12,721 | 5,848 |
Inventory | $ (62,090) | (57,388) |
Loans Receivable | (3,566) | |
Deposits | 4,053 | |
Accounts payable | $ (52,468) | $ 71,947 |
Deferred exclusive distribution fee | 66,667 | |
Accrued expenses | 163,009 | $ 891,532 |
Net Cash Used in Operating Activities | $ (36,197) | (740,980) |
INVESTING ACTIVITIES | ||
Security Deposits | 6,478 | |
Acquisition of fixed assets | 53,646 | |
Net Cash Provided By (Used In) Investing Activities | 60,124 | |
FINANCING ACTIVITIES | ||
Bank overdraft | $ (1,148) | 4,810 |
Proceeds from notes payable | $ 500,000 | |
Proceeds from notes payable - related party | $ 53,838 | |
Repayment of notes payable | (108,983) | |
Common stock issued for cash | $ 92,490 | $ 160,107 |
Repayment on the leases payable | (14,085) | |
Net Cash Provided by Financing Activities | $ 36,197 | 650,832 |
NET INCREASE (DECREASE) IN CASH | (30,024) | |
CASH AT BEGINNING OF PERIOD | 30,024 | |
CASH AT END OF PERIOD | ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
CASH PAID FOR: Interest | $ 47,533 | 52,479 |
NON CASH FINANCING ACTIVITIES: | ||
Issuance of shares for debt conversion | 21,675 | $ 160,000 |
Issuance of shares for accrued wages | $ 225,000 |
1 NATURE OF OPERATIONS
1 NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS The Company and Nature of Business Pacific Ventures Group, Inc. (the "Company" or "Pacific Ventures") was incorporated under the laws of the State of Delaware on October 3, 1986, under the name AOA Corporation. On November 12, 1991, the Company changed its name to American Eagle Group, Inc. On October 22, 2012, the Company changed its name to Pacific Ventures Group, Inc. On August 14, 2015, Pacific Ventures Group, Inc. and its stockholders entered into a share exchange agreement with Snöbar Holdings, Inc. ("Snöbar Holdings"), pursuant to which Pacific Ventures acquired 100% of the issued and outstanding shares of Snöbar Holdings' Class A and Class B common stock in exchange for 22,500,000 restricted shares of Pacific Ventures' common stock while simultaneously issuing 2,500,000 shares of Pacific Ventures' restricted common stock to certain other persons. The Share Exchange represents a change in control of the Company and a change in business operations. The business operations will change to that of Snöbar Holdings. Snöbar Holdings, Inc. ("Snöbar Holdings") was formed in the State of Delaware on January 7, 2013. Snöbar Holdings is the trustor and sole beneficiary of Trust, a California trust ("Trust"), which was formed in June 1, 2013. The current trustee that holds legal title to the Trust is Clark Rutledge, who is the father of Shannon Masjedi, who controls The Trust owns 100% of the shares of International Production Impex Corporation, a California corporation ("IPIC"), which was formed on August 2, 2001. IPIC and trade names "SnöBar". As such, also owns 99.9% of the shares of MAS Global Distributors, Inc., a California corporation ("MGD"). MGD is in the business marketing services. As a result of the foregoing, is the primary beneficiary of all assets, liabilities and any income received from the business of the Trust and IPIC through the Trust and is the parent company of MGD. The Trust and IPIC are considered variable interest entities ("VIEs") and Snöbar Holdings is identified as the primary beneficiary of the Trust and IPIC. Under ASC 810, Snöbar Holdings performs ongoing reassessments of whether it is the primary beneficiary of a VIE. As the assessment of Snöbar Holdings' management is that Snöbar Holdings has the power to direct the activities of a VIE that most significantly impact the VIE's activities (it is responsible for establishing and operating IPIC), and the obligation to absorb losses of the VIE that could potentially be significant to the VIE and the right to receive benefits from the VIE that could potentially be significant to the VIE's economic performance, it was therefore concluded by management that Snöbar Holdings is the primary beneficiary of the Trust and IPIC. As such, the Trust and IPIC were consolidated in the financial statements of Snöbar Holdings since the inception of the Trust, in the case of the Trust, and since the inception of Snöbar Holdings, in the case of IPIC. Principles of Consolidation The consolidated financial statements include the accounts of Pacific Ventures, Inc., Snöbar Holdings and its subsidiaries, in which Snöbar Holdings has a controlling voting interest and entities consolidated under the variable interest entities ("VIE") provisions of ASC 810, "Consolidation" ("ASC 810"). Inter-company balances and transactions have been eliminated upon consolidation. The Company applies the provisions of ASC 810 which provides a framework for identifying VIEs and determining when a company should include the assets, liabilities, non-controlling interests and results of activities of a VIE in its consolidated financial statements. In general, a VIE is a corporation, partnership, limited-liability corporation, trust, or any other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that is unable to make significant decisions about its activities, (3) has a group of equity owners that does not have the obligation to absorb losses or the right to receive returns generated by its operations or (4) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both and substantially all of the entity's activities (for example, providing financing or buying assets) either involve or are conducted on behalf of an investor that has disproportionately fewer voting rights. ASC 810 requires a VIE to be consolidated by the party with an ownership, contractual or other financial interest in the VIE (a variable interest holder) that has both of the following characteristics: a) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance and b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE, or the right to receive benefits from the VIE that could potentially be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. If the primary beneficiary orting entity issued financial statements prepared in conformity with generally accepted accounting principles). |
2 SUMMARY OF SIGNIFICANT ACCOUN
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation Use of Estimates Revenue Recognition Shipping and Handling Costs Cash Equivalents Accounts Receivable Inventories Income Taxes Net Income/ (Loss) Per Common Share Property and Equipment Fair Value of Financial Instruments Concentration of Credit Risk During the nine months ended September 30, 2015 and 2014, approximately 51% and 20% of total sales were to two distributors, respectively. As of December 31, 2014, 99%, of accounts receivable were from one distributor. There was no accounts receivable as of September 30, 2015. Advertising Costs . Critical Accounting Policies Recent Accounting Pronouncements - In April 2015, FASB issued Accounting Standards Update ("ASU") No. 2015-03, "Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs", to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In April 2015, FASB issued ASU No. 2015-04, "Compensation Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer's Defined Benefit Obligation and Plan Assets", which permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity's fiscal year-end and apply that practical expedient consistently from year to year. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In April 2015, FASB issued ASU No. 2015-05, "Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement", which provides guidance to customers about whether a cloud computing arrangement includes a software license. If such includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for it as a service contract. For public business entities, the ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In April 2015, FASB issued ASU No. 2015-06, "Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions", which specifies that, for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In June 2014, FASB issued ASU No. 2014-10, "Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation". The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company's current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application is permitted with the first annual reporting period or interim period for which the entity's financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). Our company adopted this pronouncement for year ended December 31, 2014. In June 2014, FASB issued ASU No. 2014-12, "Compensation Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period". The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In August 2014, the FASB issued ASU 2014-15 on "Presentation of Financial Statements Going Concern (Subtopic 205-40) Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern". Currently, there is no guidance in U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. All other newly issued accounting pronouncements which are not yet effective have been deemed either immaterial or not applicable. We reviewed all other recently issued accounting pronouncements and determined these have no current applicability to the Company or their effect on the financial statements would not have been significant. |
3 GOING CONCERN
3 GOING CONCERN | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | 3. GOING CONCERN The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying unaudited consolidated financial statements, the Company has incurred a net loss of $654,178 for the nine months ended September 30, 2015, and has an accumulated deficit of $6,074,609 as of September 30, 2015. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure equity and/or additional debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These unaudited consolidated financial statements do not include any adjustments that might arise from this uncertainty. |
4 INVENTORIES
4 INVENTORIES | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 4. INVENTORIES Inventories at September 30, 2015 and December 31, 2014 consisted of the following: September 30, 2015 September 30, 2014 Finished Goods $ 120,346 $ 87,882 $ 120,346 $ 87,882 |
5 PROPERTY, PLANT AND EQUIPMENT
5 PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 5. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at September 30, 2015 and December 31, 2014, consists of: September 30, 2015 September 30, 2014 Computers $ 15,986 $ 15,986 Freezers 478,137 478,137 Office Furniture 15,687 15,687 Rugs 6,000 6,000 Software - Accounting 2,901 2,901 Telephone system 5,814 5,814 Truck purchase 86,403 86,403 1,528 1,528 Accumulated Depreciation 612,456 612,456 Net Book Value (572,632 ) (402,744 ) $ 39,823 $ 209,711 |
6 ACCRUED EXPENSE
6 ACCRUED EXPENSE | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSE | 6. ACCRUED EXPENSE During the nine months ended September 30, 2015 and December 31, 2014, the Company had accrued expenses of $163,009 and $891,532, respectively. During July 2015, Snobar Holding issued 350,000 shares of class A common stock for $225,000 of accrued payroll liabilities. In September of 2015, SnoBar Holding's officers with the board of directors' approval, forgave an additional $600,000 of accrued payroll liabilities. This amount was considered forgiveness of debt by a related party and the entire $600,000 was recorded to additional paid-in capital. |
7 INCOME TAX
7 INCOME TAX | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 7. INCOME TAX The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. |
8 RELATED PARTY TRANSACTIONS
8 RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS In January 2011, MGD entered into an unsecured promissory note with an officer and shareholder. The note had a principal balance of $150,000 with an interest rate of 3% and has a maturity date of December 31, 2017. The balance of the note at September 30, 2015 and December 31, 2014 was $142,621 and $142,621, respectively. As of September 30, 2015 and December 31, 2014 Snöbar Holdings accrued $17,621 of interest. In February of 2012, MGD entered into an unsecured promissory note with a shareholder. The note had a principal balance of $30,000 with an interest rate of 8% and a maturity date of August 1, 2014. The note's maturity date has been extended to February 1, 2017. The note's balance is $25,000 and $25,000 as of September 30, 2015 and December 31, 2014, respectively. Snobar Holdings entered into a promissory note agreement with a relative and former officer to purchase all shares and interests in IPIC, including liquor licenses, for $500,000. The note bears no interest and payments are due in five installments of $100,000 due each year beginning on December 31, 2013 and going through December 31, 2017. The entire purchase price of $500,000 was expensed in 2013 and the balance on the note was $190,669 and $299,522 as of September 30, 2015 and December 31, 2014, respectively. On March 14, 2013, MGD entered into an unsecured promissory note with a shareholder. The note had a principal balance of $10,000 with an interest rate of 5% and had a maturity date of March 14, 2014 and was extended. The note is current and has an outstanding balance of $6,000 and $6,000 as of September 30, 2015 and December 31, 2014, 2014, respectively. On March 14, 2013, MGD entered into an unsecured promissory note with a shareholder. The note had a principal balance of $87,121 with an interest rate of 5% and had a maturity date of March 14, 2014. The note's maturity date has been extended to February 1, 2017. The note is current and the entire balance is still owed and outstanding. On July 22, 2013, Snöbar Holdings entered into an unsecured promissory note with a shareholder. The note's maturity date has been extended to February 1, 2017. The note had a principal balance of $15,000 with an interest rate of 5%. On February 24, 2014, Snöbar Holdings entered into an unsecured promissory note with a shareholder. The note had a principal balance of $20,000 with an interest rate of 8% and a maturity date of 30 days from execution of the note. The maturity date has been extended to February 1, 2017. During the year ended December 31, 2014, Snöbar Holdings entered into unsecured promissory notes with an entity owned by a shareholder. The notes had a total principal balance of $16,000 with an interest rate of 2% and are due on demand. As of September 30, 2015, an officer advanced $53,838 to IPIC to pay for operating expenses. |
9 NOTES PAYABLE
9 NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | 9. NOTES PAYABLE On December 9, 2013, Snöbar Holdings entered into an unsecured promissory note. The note had a principle balance of $100,000 with an interest rate of 6% and maturity date of February 9, 2014. During 2014, an additional $60,000 was borrowed for a total balance of $160,000. Snöbar Holdings issued 111,328 shares of its Class A Common Stock to pay off the entire principal balance along with accrued interest. In February 2014, MGD entered into a secured promissory note with a principal balance of $10,000. The note was secured by interests in tangible and intangible property of MGD The Company is to make payments of $181 each business day (Monday through Friday) until the loan is paid off. The effective interest rate on the note is 137%. The note has been paid and the outstanding balance is $0 as of September 30, 2015 and December 31, 2014. On March 10, 2014, MGD entered into a secured promissory note with a principal balance of $23,000. The note was secured by MGD future sales and accounts receivable totaling $31,970. The Company is to remit 2% of revenues and accounts receivables daily until the entire balance of $31,970 has been received. The outstanding balance on the note is $23,000 as of September 30, 2015 and December 31, 2014. On May 19, 2014, Snöbar Holdings entered into a secured convertible promissory note with a principal balance of $500,000. The note was secured by interests in cash, accounts receivable, other receivables, inventory, supplies, other assets of Snöbar Holdings including general intangibles and rights of each liquor license owned by SnoBar Trust. The note has an interest rate of 10% and a maturity date of December 31, 2015. The Company is to make interest only payments beginning July 1, 2014. The lender determined Snöbar Holdings to be in default and on January 29, 2015, entered into a mutually agreed loan modification. The agreement increased the principal balance of the note as of December 31, 2014 to $527,333 and all interest due and payable was deemed to have been paid and the conversion rights of the note were removed. The maturity date is December 31, 2015 and if Snöbar Holdings is not in default, the maturity date of the note will automatically be extended to December 31, 2016 ("First Extended Maturity Date"). Commencing on January 1, 2016, Snöbar Holdings will make monthly payments of $15,000 until the First Extended Maturity Date. Assuming Snöbar Holdings is not in default with respect to its obligations as of the First Extended Maturity Date, the note shall automatically be extended to December 31, 2017 ("Second Extended Maturity Date"). Commencing on January 1, 2017, the monthly payments will be increased to $25,000 for every month until the Second Extended Maturity Date. All accrued but unpaid interest, charges and the remaining principal balance of the note is fully due and payable on the Second Extended Maturity Date. In December of 2014, the lender purchased the note entered into by IPIC on August 22, 2014. On August 22, 2014, IPIC entered into a secured promissory note with a principal balance of $15,000. The note was secured by interests in all accounts, cash, deposit accounts, documents, equipment, general intangibles and inventory of International Production IMPEX Corp. The Company is to make daily payments of $163 until the entire balance is paid off for an estimated total payment of $20,550. The effective interest rate on the note is 192%. This loan was purchased by the lender mentioned in the paragraph above and the outstanding balance is $0 as of September 30, 2015 and December 31, 2014. |
10 STOCKHOLDERS' EQUITY
10 STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 10. STOCKHOLDERS' EQUITY Share Exchange On August 14, 2015, Snöbar Holdings entered into a Share Exchange Agreement ("Exchange Agreement") with Pacific Ventures Group, Inc., a Delaware corporation ("Pacific Ventures"), and Snöbar Holdings' shareholders ("Snobar Shareholders") who hold of record (i) at least 99% and up to 100% of the total issued and outstanding shares of Class A Common Stock and (ii) 100% of the total issued and outstanding shares of Class B Common Stock. In accordance with the terms and provisions of the Exchange Agreement, Pacific Ventures shall acquire (i) at least 99% and up to 100% of the total issued and outstanding shares of Snöbar Holdings' Class A Common Stock and (ii) 100% of the total issued and outstanding shares of Snöbar Holdings' Class B Common Stock from Snöbar Holdings' Shareholders, thus making Snöbar Holdings a majority-owned or wholly-owned subsidiary, in exchange for the issuance to the Snobar Shareholders of at least 22,285,000 and up to 22,500,000 shares of restricted common stock of Pacific Ventures for each share of common stock of Snobar while simultaneously issuing 2,500,000 shares of restricted common stock of Pacific Ventures to certain other persons. The 2,500,000 shares of restricted common stock were issued for the following: 600,000 shares of restricted common stock were issued for services for a total of $326,900 of non-cash expenses. A former officer of Pacific Ventures received 1,000,000 shares of restricted common stock in exchange for his 1,000,000 shares of Series E Preferred Stock. 900,000 shares of restricted common stock were issued to extinguish $21,675 of debt due to an officer and shareholder of Pacific Ventures. Preferred Stock was authorized October 2006 for up to 10,000,000 shares. Under the rights, preferences and privileges of the Series E Preferred Stock, the holders of the preferred stock receive a 10 to 1 voting preference over common stock. Accordingly, for every share of Series E preferred Stock held, the holder received the voting rights equal to 10 shares of common stock. The Series E Preferred Stock is not convertible into any other class of stock of the Company and has no preferences to dividends or liquidation rights. As of September 30, 2015 there are 1,000,000 shares of Preferred Class E Stock issued. Common Stock was authorized October 22, 2012 for up to 100,000,000 shares, par value $0.001 per share. Common Stock shareholders get one vote per share. As of September 30, 2015, there were 25,384,031 shares of Common |
11 COMMITMENTS, CONTINGENCIES A
11 COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES | 11. COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES Capital Lease MGD leased certain machinery and equipment in 2014 and 2013 under an agreement that is classified as a capital lease. The cost of equipment under capital leases is included in the balance sheets as property, plant and equipment and was $33,121 and $44,946 at September 30, 2015 and December 31, 2014, respectively. Accumulated depreciation of the leased equipment at September 30, 2015 and December 31, 2014 was $105,588 and $109,908, respectively. Operating Lease IPIC is currently obligated under two operating leases for office spaces and associated building expenses. One of the leases expires in December 2015 and the other lease is on a month to month basis. For the nine months ended September 30, 2015 and 2014, International Production and MGD had rent expense of $8,314 and $53,133, respectively. |
12 SUBSEQUENT EVENTS
12 SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS ASC 855-16-50-4 establishes accounting and disclosure requirements for subsequent events. ASC 855 details the period after the balance sheet date during which we should evaluate events or transactions that occur for potential recognition or disclosure in the financial statements, the circumstances under which we should recognize events or transactions occurring after the balance sheet date in its financial statements and the required disclosures for such events. We have evaluated all subsequent events through the date these consolidated financial statements were issued, and determined the following are material to disclose: Share Issuances During October 2015, the Company issued 345,000 shares of common stock for services. During October 2015, the Company issued 70,000 shares of common stock for $35,000. |
2 SUMMARY OF SIGNIFICANT ACCO18
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
Use of Estimates | Use of Estimates |
Revenue Recognition | Revenue Recognition |
Shipping and Handling Costs | Shipping and Handling Costs |
Cash Equivalents | Cash Equivalents |
Accounts Receivable | Accounts Receivable |
Inventories | Inventories |
Income Taxes | Income Taxes |
Net Income/ (Loss) Per Common Share | Net Income/ (Loss) Per Common Share |
Property and Equipment | Property and Equipment |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
Concentration of Credit Risk | Concentration of Credit Risk During the nine months ended September 30, 2015 and 2014, approximately 51% and 20% of total sales were to two distributors, respectively. As of December 31, 2014, 99%, of accounts receivable were from one distributor. There was no accounts receivable as of September 30, 2015. |
Advertising Costs | Advertising Costs . |
Critical Accounting Policies | Critical Accounting Policies |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - In April 2015, FASB issued Accounting Standards Update ("ASU") No. 2015-03, "Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs", to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In April 2015, FASB issued ASU No. 2015-04, "Compensation Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer's Defined Benefit Obligation and Plan Assets", which permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity's fiscal year-end and apply that practical expedient consistently from year to year. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In April 2015, FASB issued ASU No. 2015-05, "Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement", which provides guidance to customers about whether a cloud computing arrangement includes a software license. If such includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for it as a service contract. For public business entities, the ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In April 2015, FASB issued ASU No. 2015-06, "Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions", which specifies that, for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In June 2014, FASB issued ASU No. 2014-10, "Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation". The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company's current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application is permitted with the first annual reporting period or interim period for which the entity's financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). Our company adopted this pronouncement for year ended December 31, 2014. In June 2014, FASB issued ASU No. 2014-12, "Compensation Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period". The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In August 2014, the FASB issued ASU 2014-15 on "Presentation of Financial Statements Going Concern (Subtopic 205-40) Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern". Currently, there is no guidance in U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. All other newly issued accounting pronouncements which are not yet effective have been deemed either immaterial or not applicable. We reviewed all other recently issued accounting pronouncements and determined these have no current applicability to the Company or their effect on the financial statements would not have been significant. |
4 INVENTORIES (Tables)
4 INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | September 30, 2015 September 30, 2014 Finished Goods $ 120,346 $ 87,882 $ 120,346 $ 87,882 |
5 PROPERTY, PLANT AND EQUIPME20
5 PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | September 30, 2015 September 30, 2014 Computers $ 15,986 $ 15,986 Freezers 478,137 478,137 Office Furniture 15,687 15,687 Rugs 6,000 6,000 Software - Accounting 2,901 2,901 Telephone system 5,814 5,814 Truck purchase 86,403 86,403 1,528 1,528 Accumulated Depreciation 612,456 612,456 Net Book Value (572,632 ) (402,744 ) $ 39,823 $ 209,711 |
4 INVENTORIES (Details)
4 INVENTORIES (Details) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 120,346 | $ 87,882 |
Total finished goods | $ 120,346 | $ 87,882 |
5 PROPERTY, PLANT AND EQUIPME22
5 PROPERTY, PLANT AND EQUIPMENT - (Details) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Property, Plant and Equipment [Abstract] | ||
Computers | $ 15,986 | $ 15,986 |
Freezers | 478,137 | 478,137 |
Office Furniture | 15,687 | 15,687 |
Rugs | 6,000 | 6,000 |
Software - Accounting | 2,901 | 2,901 |
Telephone system | 5,814 | 5,814 |
Truck purchase | 86,403 | 86,403 |
Smaller equipment | 1,528 | 1,528 |
Accumulated Depreciation | 612,456 | 612,456 |
Net Book Value | (572,632) | (402,744) |
Value after depreciation | $ 39,823 | $ 209,711 |
3 GOING CONCERN (Details Narrat
3 GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss for the period | $ (489,570) | $ (246,316) | $ (654,178) | $ (951,101) | |
Accumulated deficit | $ 6,074,609 | $ 6,074,609 | $ (5,420,431) |
5 PROPERTY, PLANT AND EQUIPME24
5 PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 22,306 | $ 21,134 | $ 66,917 | $ 63,401 |
6 ACCRUED EXPENSE (Details Narr
6 ACCRUED EXPENSE (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 163,009 | $ 891,532 |
Number of shares issued for payroll liabilities | 350,000 | |
Amount of payroll liabilities | $ 225,000 | |
Payroll liabilites forgiven | 600,000 | |
Amount recorded as additional paid in capital | $ 600,000 |
8 RELATED PARTY TRANSACTIONS (D
8 RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Promissory Note Jan 2011 [Member] | ||
Principle | $ 150,000 | |
Interest rate | 3.00% | |
Balance of note | $ 142,621 | $ 142,621 |
Accrued interest | $ 17,621 | |
Maturity date | Dec. 31, 2017 | |
Promissory Note Feb 2012 [Member] | ||
Principle | $ 30,000 | |
Interest rate | 8.00% | |
Balance of note | $ 25,000 | 25,000 |
Maturity date | Feb. 1, 2017 | |
Promissory Note IPIC[Member] | ||
Principle | $ 500,000 | |
Balance of note | $ 190,669 | 299,522 |
Maturity date | Dec. 31, 2017 | |
Terms | The note bears no interest and payments are due in five installments of $100,000 due each year beginning on December 31, 2013 and going through December 31, 2017 | |
Promissory Note March 2013 [Member] | ||
Principle | $ 10,000 | |
Interest rate | 5.00% | |
Balance of note | $ 6,000 | 6,000 |
Promissory Note March 2014 #2 [Member] | ||
Principle | $ 87,121 | |
Interest rate | 5.00% | |
Balance of note | $ 87,121 | 87,121 |
Maturity date | Feb. 1, 2017 | |
Promissory Note July 2013 [Member] | ||
Principle | $ 15,000 | |
Interest rate | 5.00% | |
Balance of note | $ 15,000 | 15,000 |
Maturity date | Feb. 1, 2017 | |
Promissory Note Feb 2014 [Member] | ||
Principle | $ 20,000 | |
Interest rate | 8.00% | |
Maturity date | Feb. 1, 2017 | |
Promissory Note Dec 2014 [Member] | ||
Principle | $ 16,000 | |
Interest rate | 2.00% | |
Balance of note | $ 16,000 | $ 16,000 |
Terms | Due on demand . | |
Promissory Note Sep 2015 [Member] | ||
Principle | $ 53,838 | |
Balance of note | $ 53,838 |
9 NOTES PAYABLE (Details Narrat
9 NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Nov. 30, 2015 | Dec. 31, 2014 | |
Notes Payable 1 [Member] | |||
Principle | $ 100,000 | ||
Interest rate | 6.00% | ||
Additional money borrowed | $ 60,000 | ||
Balance of note | $ 0 | ||
Shares issued for note payment | 111,328 | ||
Terms | Snöbar Holdings issued 111,328 shares of its Class A Common Stock to pay off the entire principal balance along with accrued interest | ||
Notes Payable 2 [Member] | |||
Principle | $ 10,000 | ||
Interest rate | 137.00% | ||
Balance of note | $ 0 | $ 0 | |
Terms | The note was secured by interests in tangible and intangible property of MGD The Company is to make payments of $181 each business day (Monday through Friday) until the loan is paid off. The effective interest rate on the note is 137%. The note has been paid and the outstanding balance is $0 as of September 30, 2015 and December 31, 2014. | ||
Notes Payable 3 [Member] | |||
Principle | 23,000 | ||
Balance of note | 23,000 | 23,000 | |
Terms | The note was secured by MGD future sales and accounts receivable totaling $31,970. The Company is to remit 2% of revenues and accounts receivables daily until the entire balance of $31,970 has been received. The outstanding balance on the note is $23,000 as of September 30, 2015 and December 31, 2014. | ||
Notes Payable 4 [Member] | |||
Principle | $ 500,000 | ||
Interest rate | 10.00% | ||
Maturity date | Dec. 31, 2015 | ||
Terms | The note was secured by interests in cash, accounts receivable, other receivables, inventory, supplies, other assets of Snöbar Holdings including general intangibles and rights of each liquor license owned by SnoBar Trust. The note has an interest rate of 10% and a maturity date of December 31, 2015. The Company is to make interest only payments beginning July 1, 2014. | ||
Notes Payable 5 [Member] | |||
Principle | $ 527,333 | ||
Maturity date | Dec. 31, 2015 | ||
Terms | The lender determined Snöbar Holdings to be in default and on January 29, 2015, entered into a mutually agreed loan modification. The agreement increased the principal balance of the note as of December 31, 2014 to $527,333 and all interest due and payable was deemed to have been paid and the conversion rights of the note were removed. The maturity date is December 31, 2015 and if Snöbar Holdings is not in default, the maturity date of the note will automatically be extended to December 31, 2016 ("First Extended Maturity Date"). Commencing on January 1, 2016, Snöbar Holdings will make monthly payments of $15,000 until the First Extended Maturity Date. Assuming Snöbar Holdings is not in default with respect to its obligations as of the First Extended Maturity Date, the note shall automatically be extended to December 31, 2017 ("Second Extended Maturity Date"). Commencing on January 1, 2017, the monthly payments will be increased to $25,000 for every month until the Second Extended Maturity Date. All accrued but unpaid interest, charges and the remaining principal balance of the note is fully due and payable on the Second Extended Maturity Date. | ||
Notes Payable 6 [Member] | |||
Principle | $ 15,000 | ||
Interest rate | 192.00% | ||
Balance of note | $ 0 | $ 0 |
10 STOCKHOLDERS' EQUITY (Detail
10 STOCKHOLDERS' EQUITY (Details Narrative) | 9 Months Ended |
Sep. 30, 2015USD ($)shares | |
Equity [Abstract] | |
Shares issued for services | 600,000 |
Non-cash expenses for shares issued | $ | $ 326,900 |
Number of restricted common stock issued in exchange for Series E Preferred Stock | 1,000,000 |
Number of Series E Preferred Stock exchanged | 1,000,000 |
Number of shares issed to extinguish debt due to an officer and shareholder | 900,000 |
Amount of debt extinguished | $ | $ 21,675 |
11 COMMITMENTS, CONTINGENCIES29
11 COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Property, plant and equipment | $ 33,121 | $ 44,946 | |
Accumulated depreciation of the leased equipment | 105,588 | $ 109,908 | |
Rent expense | $ 53,133 | $ 8,314 |