Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2017shares | |
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 | Jun. 30, 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 | 34,437,000 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2,017 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 0 | $ 25,284 |
Accounts receivable | 6,589 | 983 |
Inventory, net | 0 | 0 |
Deposits | 1,500 | 1,500 |
Total Current Assets | 8,089 | 27,767 |
Fixed Assets | ||
Fixed assets, net | 29,841 | 31,838 |
Total Fixed Assets | 29,841 | 31,838 |
TOTAL ASSETS | 37,930 | 59,605 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Bank overdraft | 85 | 0 |
Accounts payable | 171,085 | 177,475 |
Accrued expenses | 275,146 | 231,060 |
Deferred revenue | 0 | 15,042 |
Current portion, notes payable | 313,500 | 26,510 |
Current portion, notes payable - related party | 110,281 | 110,081 |
Current portion, leases payable | 0 | 0 |
Total Current Liabilities | 870,097 | 560,168 |
Long-Term Liabilities: | ||
Notes payable - related party | 205,183 | 404,636 |
Notes payable | 328,821 | 671,154 |
Total Long-Term Liabilities | 534,004 | 1,075,790 |
Total Liabilities | 1,404,100 | 1,635,957 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Additional paid in capital | 4,169,509 | 3,722,472 |
Accumulated deficit | (5,571,116) | |
Total Stockholders' Equity (Deficit) | (1,342,673) | (1,576,353) |
Total Liabilities and Stockholders' Equity (Deficit) | 37,930 | 59,605 |
Common Class A [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock value | 34,437 | 27,277 |
Common Class B [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock value | $ 1,000 | $ 1,000 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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 |
Common Class A [Member] | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 34,437,000 | 34,437,000 |
Common Stock, shares outstanding | 34,437,000 | 34,437,000 |
Common Class B [Member] | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock, shares issued | 1,000,000 | 1,000,000 |
Common Stock, shares outstanding | 1,000,000 | 1,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Sales, net of discounts | $ 0 | $ 3,780 | $ 0 | $ 3,780 |
Cost of Goods Sold | 0 | (2,020) | 0 | (2,020) |
Gross Profit | 0 | 1,760 | 0 | 1,760 |
Operating Expenses | ||||
Selling, general and administrative | 101,028 | 102,571 | 205,725 | 130,140 |
Penalty on Payroll Taxes | 12,807 | 0 | 12,807 | |
Depreciation expense | 998 | 998 | 1,997 | 1,996 |
Financing Cost | 0 | 0 | 22,500 | 0 |
Salaries and wages | 6,437 | 11,859 | 6,437 | 19,496 |
Operating Expenses/(Loss) | 121,270 | 115,428 | 249,466 | 151,633 |
Loss from Operations | (121,270) | (113,668) | (249,466) | (149,873) |
License Fees Income/Expenses | 0 | (154,500) | 0 | (154,500) |
Interest expense | (9,898) | (5,500) | (16,439) | (5,500) |
Forgiveness of Debt | 2,449 | 6,849 | 0 | |
Extraordinary Items | 0 | 15,042 | 0 | |
Net Income/(Loss) before Income Taxes | (128,719) | (273,668) | (244,014) | (309,873) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net Income/(Loss) | $ (127,721) | $ (273,668) | $ (244,014) | $ (309,873) |
Basic and Diluted Loss per Share - Class A Common Stock | $ (0.00374) | $ 0 | $ (0.01) | $ (0.01) |
Basic and Diluted Loss per Share - Class B Common Stock | $ (0.1287) | $ (0.13) | $ (0.27) | $ (0.24) |
Weighted Average Number of Shares Outstanding: | ||||
Basic and Diluted Class A Common Stock | 34,437,000 | 26,399,864 | 34,437,000 | 26,399,864 |
Basic and Diluted Class B Common Stock | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2012 | 0 | 0 | 0 | |||
Beginning balance, value at Dec. 31, 2012 | $ 0 | $ 0 | $ 0 | $ 0 | $ (1,682,243) | $ (1,682,243) |
Shares issued for exchange agreement, Shares | 1,154,500 | |||||
Shares issued for exchange agreement, Value | $ 1,155 | 971,846 | 973,001 | |||
Debt converted into shares, Shares | 428,900 | |||||
Debt converted into shares, Value | $ 429 | 999,571 | 1,000,000 | |||
Shares sold for cash, Shares | 751,729 | |||||
Shares sold for cash, Value | $ 752 | 949,248 | 950,000 | |||
Imputed interest - contributed capital | 11,531 | 11,531 | ||||
Founder's shares, Shares | 14,832,733 | 1,000,000 | ||||
Founder's shares, Value | $ 14,833 | $ 1,000 | 15,833 | |||
Shares issued for services, Shares | 2,043,200 | |||||
Shares issued for services, Value | $ 2,043 | 38,012 | 40,055 | |||
Net loss | (2,601,495) | (2,601,495) | ||||
Ending balance, shares at Dec. 31, 2013 | 0 | 19,211,062 | 1,000,000 | |||
Ending balance, value at Dec. 31, 2013 | $ 0 | $ 19,211 | $ 1,000 | 2,970,208 | (4,283,738) | (1,293,319) |
Note conversion, Shares | 111,328 | |||||
Note conversion, Value | $ 111 | 159,889 | 160,000 | |||
Net loss | (1,136,693) | (1,136,693) | ||||
Ending balance, shares at Dec. 31, 2014 | 0 | 19,322,390 | 1,000,000 | |||
Ending balance, value at Dec. 31, 2014 | $ 0 | $ 19,322 | $ 1,000 | 3,130,097 | (5,420,431) | (2,270,012) |
Note conversion, Shares | 6,476,641 | |||||
Note conversion, Value | $ 6,477 | 325,648 | 332,125 | |||
Prior period adjustment | 614,338 | 614,338 | ||||
Net loss | (85,260) | (85,260) | ||||
Ending balance, shares at Dec. 31, 2015 | 0 | 25,799,031 | 1,000,000 | |||
Ending balance, value at Dec. 31, 2015 | $ 0 | $ 25,799 | $ 1,000 | 3,455,745 | (4,891,353) | (1,408,809) |
Note conversion, Shares | 1,498,333 | |||||
Note conversion, Value | $ 1,498 | 286,706 | $ 288,205 | |||
Shares Issued, Shares | 1,498,333 | |||||
Cancellation of Debt, Shares | (20,000) | |||||
Cancellation of Debt, Value | $ (20) | (19,980) | $ (20,000) | |||
Prior period adjustment | 51,340 | 51,340 | ||||
Net loss | (487,089) | (487,089) | ||||
Ending balance, shares at Dec. 31, 2016 | 0 | 27,277,364 | 1,000,000 | |||
Ending balance, value at Dec. 31, 2016 | $ 0 | $ 27,277 | $ 1,000 | 3,722,472 | (5,327,102) | (1,576,353) |
Note conversion, Shares | 400,000 | |||||
Note conversion, Value | $ 400 | 326,933 | 327,333 | |||
Note conversion, Shares | 45,168 | |||||
Note conversion, Value | $ 45 | 26,955 | 27,000 | |||
Shares Issued, Shares | 30,000 | |||||
Shares Issued, Value | $ 30 | 15,433 | 15,463 | |||
Net loss | (92,795) | (92,795) | ||||
Ending balance, shares at Mar. 31, 2017 | 0 | 27,752,532 | 1,000,000 | |||
Ending balance, value at Mar. 31, 2017 | $ 0 | $ 27,753 | $ 1,000 | 4,091,793 | (5,419,897) | (1,299,352) |
Beginning balance, shares at Dec. 31, 2016 | 0 | 27,277,364 | 1,000,000 | |||
Beginning balance, value at Dec. 31, 2016 | $ 0 | $ 27,277 | $ 1,000 | 3,722,472 | (5,327,102) | $ (1,576,353) |
Debt converted into shares, Shares | 1,000,000 | |||||
Shares issued for services, Shares | 0 | |||||
Shares Issued, Shares | 900,000 | |||||
Shares Issued, Shares | 7,159,636 | |||||
Ending balance, shares at Jun. 30, 2017 | 0 | 34,437,000 | 1,000,000 | |||
Ending balance, value at Jun. 30, 2017 | $ 0 | $ 34,437 | $ 1,000 | 4,169,509 | (5,547,618) | $ (1,342,673) |
Beginning balance, shares at Mar. 31, 2017 | 0 | 27,752,532 | 1,000,000 | |||
Beginning balance, value at Mar. 31, 2017 | $ 0 | $ 27,753 | $ 1,000 | 4,091,793 | (5,419,897) | (1,299,352) |
Shares Issued, Shares | 6,400,000 | |||||
Shares Issued, Value | $ 6,400 | 6,400 | ||||
Note conversion, Shares | 244,468 | |||||
Note conversion, Value | $ 244 | 57,756 | 58,000 | |||
Shares Issued, Shares | 40,000 | |||||
Shares Issued, Value | $ 40 | 19,960 | 20,000 | |||
Net loss | (127,721) | (127,721) | ||||
Ending balance, shares at Jun. 30, 2017 | 0 | 34,437,000 | 1,000,000 | |||
Ending balance, value at Jun. 30, 2017 | $ 0 | $ 34,437 | $ 1,000 | $ 4,169,509 | $ (5,547,618) | $ (1,342,673) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
OPERATING ACTIVITIES | ||
Net loss | $ (244,014) | $ (309,873) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Shares issued for services | 0 | 0 |
Depreciation | $ 0 | $ 1,996 |
Changes in operating assets and liabilities | ||
Accounts receivable | (5,406) | |
Inventory | 0 | 2,020 |
Deposits | 0 | 4,880 |
Accounts payable | (16,373) | 3,694 |
Proceeds from notes payable | 0 | |
Repayment of notes payable | 88,047 | |
Accrued expenses | 38,517 | |
Unearned Revenue | (18,750) | |
Net Cash Used in Operating Activities | (139,229) | (316,033) |
INVESTING ACTIVITIES | ||
Accumulated Depreciation | 1,997 | 0 |
Disposal of fixed asset | 0 | 0 |
Net Cash Provided By (Used In) Investing Activities | 1,997 | 0 |
FINANCING ACTIVITIES | ||
Proceeds from notes payable | 10,000 | 0 |
Repayment of notes payable | (352,333) | 0 |
Notes Converted to equity | 412,333 | |
Common stock issued for cash | 41,863 | 97,109 |
Proceeds from related party notes payable | 0 | 175,155 |
Prior period adjustment to retained earnings | 0 | 0 |
Inventory Deposit | 100,000 | |
Repayment on the leases payable | 0 | 0 |
Net Cash Provided by Financing Activities | 111,863 | 372,264 |
NET INCREASE (DECREASE) IN CASH | (25,369) | 56,231 |
CASH AT BEGINNING OF PERIOD | 25,284 | 210 |
CASH AT END OF PERIOD | (85) | 56,441 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
CASH PAID FOR Interest | 0 | 0 |
NON CASH FINANCING ACTIVITIES: | ||
Issuance of shares for debt conversion | $ 0 | $ 0 |
1 NATURE OF OPERATIONS
1 NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2017 | |
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. The current structure of Pacific Ventures came from a reverse merger with Snöbar Holdings, Inc. ("Snöbar") through a share exchange. The reverse merger entered on August 14, 2015, by Pacific Ventures Group, Inc. and its stockholders through 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. As the result of the reverse-merger and Share Exchange, Pacific Ventures became the holding company for Snöbar Holdings, Inc. and its affiliates and subsidiaries comprising Snobar Trust ("Trust"), International Production Impex Corporation ("IPIC") Prior to the reverse-merger, Pacific Ventures operated as an insurance holding company and through its subsidiaries, marketed and underwrote specialized property and casualty coverage in the general aviation insurance marketplace. However, in 1997, after selling several of its divisions, the Company's remaining insurance operations were placed into receivership and the Company ceased operating its insurance business. Since the Share Exchange represents a change in control of the Company and a change in business operations, the business operations changed to that of Snöbar Holdings and the discussions of business operations accompanying this filing are solely that of Snöbar Holdings and its affiliates and subsidiaries comprising of Snobar Trust , IPIC, and MGD. 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 |
2 SUMMARY OF SIGNIFICANT ACCOUN
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation Use of Estimates Revenue Recognition Unearned Revenue Shipping and Handling Costs Disputed Liabilities In addition, on January 28, 2016, a labor dispute between IPIC and a former employee was ruled in favor of the former employee by the Labor Commissioner of the State of California. This finding resulted in compensation expenses of $29,102.76 and an accrued liability of the same amount on IPIC book for the six months ended 06/30/2017. Non-Recurring Items 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 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. 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 | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | 3. GOING CONCERN The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has incurred a net loss of $244,014 for the six months ended 06/30/2017, and has an accumulated deficit of $5,571,116 as of June 30, 2017. 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 | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 4. INVENTORIES Inventories at June 30, 2017 and 2016, consisted of the following: June 30, 2017 December 31, 2016 Finished Goods $ 0.00 $ 0.00 |
5 PROPERTY, PLANT AND EQUIPMENT
5 PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 5. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at June 30, 2017 and December 31, 2016, consisted of: June 30, 2017 December 31, 2016 Computers $ 15,985.53 $ 15,985.53 Freezers 39,152.82 39,152.82 Office Furniture 15,686.82 15,686.82 Rugs 6,000.00 6,000.00 Software - Accounting 2,901.07 2,901.07 Telephone System 5,814.00 5,814.00 Video Camera 1,527.95 1,527.95 Accumulated Depreciation (57,226.92 ) (55,230.67 ) Net Book Value $ 29,841.27 $ 31,837.52 Depreciation expense for the six months ended 06/30/2017 was $1996 compared to $1997 for the same period of 06/30/2016. |
6 ACCRUED EXPENSE
6 ACCRUED EXPENSE | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSE | 6. ACCRUED EXPENSE As of 06/30/2017 the Company had accrued expenses of $275,146 compared to $231,060, for the year-end 12/31/2016. Accrued expenses include $29,103 from the IPIC Labor Commission finding, and Disputed liability of $31,858.49 as referenced Note 2. Other accrued liabilities of $68,024, and Payroll liabilities of $83,100. |
7 INCOME TAX
7 INCOME TAX | 6 Months Ended |
Jun. 30, 2017 | |
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 | 6 Months Ended |
Jun. 30, 2017 | |
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, 2018. The balance of the note at December 31, 2016 was $112,411. In February of 2012, MGD entered into an unsecured promissory note with a shareholder. The note had an original principal balance of $30,000 with an interest rate of 8% and a maturity date of August 1, 2014. The interest rate has been changed to 2% and the lender agreed to make all interest retroactive and deferred to maturity date of December 31, 2018. The note's balance was $25,000 as of June 30, 2017 and December 31, 2016. Snöbar 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. As of December 31, 2016 and December 31, 2015, the balance on the note $392,772 and $219,522 respectively. In April of 2016, the company renegotiated its licensing rights contract and agreement in order to add accrual of late fees, legal fees and penalties by $173,250. As at December 31, 2016, the balance on the note was $392,772.00. The note balance as of 6/30/2017 was $192,772.00. On March 14, 2013, Snöbar Holdings 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 an original maturity date of March 14, 2014. The maturity date has been extended to December 31, 2019, and interest rate has been reduced to 2%. Lender also agreed to make all interest retroactive and deferred. The note had an outstanding balance of $6,000 as of June 30, 2017 and December 31, 2016. On March 14, 2013, MGD entered into an unsecured promissory note with a shareholder. The note had a principal balance of $86,821 with an original interest rate of 5%, and an original maturity date of March 14, 2014. Maturity date has been extended to December 31, 2019, and interest rate has been reduced to 2%, and lender agreed to make all interest retroactive and deferred. The balance of the note was $86,821 as of June 30, 2017 and December 31, 2016. On July 22, 2013, Snöbar Holdings entered into an unsecured promissory note with a shareholder. The note had a principal balance of $15,000 with an original interest rate of 5%. Maturity date has been extended to December 31, 2019, and interest rate has been reduced to 2%, and lender agreed to make all interest retroactive and deferred. The balance of the note was $15,000 as of June 30, 2017 and December 31, 2016. 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 was extended to February 1, 2017. As of December 31, 2014, the balance of the notes was $20,000. The note was converted to 100,000 shares common stock on July 15, 2015, leaving a balance of $0 as of June 30, 2017, and December 31, 2016. 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 were due on demand. Maturity date has been modified to December 31, 2019, and lender agreed to make all interest retroactive and deferred. The balance of the notes was $16,000 as of June 30, 2017 and December 31, 2016. On February 23, 2012, Snöbar Holdings entered into a secured promissory note with a shareholder. The note had a principal balance of $10,000 with no interest rate. The note is due upon demand. The balance of the note was $10,000 as of June 30, 2017 and December 31, 2016. As of June 30, 2017 and December 31, 2016, an officer has advanced $6,130 to IPIC to pay for operating expenses. |
9 NOTES PAYABLE
9 NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2017 | |
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. In 2014, 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 as of June 30, 2017 and December 31, 2016 is $1000. 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 was to remit 2% of revenues and accounts receivables daily until the entire balance of $31,970 has been received. The outstanding balance on the notes was paid off by other financing and has a balance of $0 as of March 31, 2017 and December 31, 2016. 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 an original maturity date of December 31, 2015. The Company was 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 modification also removed and deleted, in its entirety, all secured interests in cash, accounts receivable, other receivables, inventory, supplies, and other assets of Snöbar Holdings, including intangibles, and rights of each liquor license owned by Snöbar Trust. The maturity date was December 31, 2015 if Snöbar Holdings is not in default, the maturity date of the note should 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 January of 2016 the company decided to enter into renegotiation period for the repayment terms of the modification dated January 29, 2015. On February 13, 2017, Pacific Ventures entered settlement with one of its creditors for $527,333 of its long-term notes payable. The agreement called for issuance of 400,000 shares of PACV restricted common stocks and $200,000 in future cash payment comprising of $25,000 on March 31, 2017, $25,000 on March 31, 2018, $25,000 on March 31, 2019, and $125,000 on March 31, 2020. As of March 10, 2017, Pacific Ventures has issued to the creditor, 400,000 shares of PACV restricted common stocks, and has also paid the $25,000 for the required March 31, 2017 cash payment. The balance of the note as of June 30, 2017 is $175,000 compared to December 31, 2016 balance of $527,333. 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 was to make daily payments of $163 until the entire balance was paid off for an estimated total payment of $20,550. The effective interest rate on the note was 192%. This loan was purchased by the lender mentioned in the paragraph above and the outstanding balance is $0 as of March 31, 2017 and December 31, 2016. In March of 2017 PACV entered into a promissory note. The note bears an 8% interest per annum and the terms are 9 months. The note can be repaid in equity or in cash at the companies discretion. |
10 STOCKHOLDERS' EQUITY
10 STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2017 | |
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 ("Snöbar 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 Snöbar 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 Snöbar 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 June 30, 2017 there are 1,000,000 shares of Preferred Class E Stock issued and outstanding. From January 1, 2016 through December 31, 2016, the company issued 1,498,333 shares of its common stock to various investors for cash and other considerations. In June of 2017, 20,000 shares of common stock were cancelled resulting in 1,478,333 shares being issued for the period of January 1, 2016 through December 31, 2016. From January 1, 2017 through June 30, 2017, the company issued 7,159,636 shares of its common stock to various investors for cash and other considerations. From March 31, 2017 through June 30, 2017, the company sold 6,664,468 shares of its common stock to various investors for cash and other considerations. See in Subsequent events that in August of 2017 5,400,000 shares of common stock are being cancelled. 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 June 30, 2017 and December 31, 2016, there were 34,437,000 and 27,277,364 shares of Common Stock outstanding. |
11 COMMITMENTS, CONTINGENCIES A
11 COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES | 6 Months Ended |
Jun. 30, 2017 | |
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 $0 and $0 at June 30, 2017 and December 31, 2016, respectively. Accumulated depreciation of the leased equipment was $0 as of June 30, 2017 and December 31, 2016. Operating Lease The Company is currently obligated under two operating leases for office spaces and associated building expenses. Both leases are on a month to month basis. |
12 SUBSEQUENT EVENTS
12 SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2017 | |
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. On May 11, 2017, the Board of Directors of Pacific Ventures made some changes to its management team and Bob Smith was removed from all Executive position and Board of Director's responsibilities. We have evaluated all subsequent events through the date these consolidated financial statements were issued, and determined the following are material to disclose. The acquisition of Fresh and Healthy and Healthy Foods Markets was rescinded in August of 2017 resulting in the cancellation of 5,400,000 shares of class A common stock being cancelled. |
2 SUMMARY OF SIGNIFICANT ACCO19
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
Use of Estimates | Use of Estimates |
Revenue Recognition | Revenue Recognition |
Unearned Revenue | Unearned Revenue |
Shipping and Handling Costs | Shipping and Handling Costs |
Disputed Liabilities | Disputed Liabilities In addition, on January 28, 2016, a labor dispute between IPIC and a former employee was ruled in favor of the former employee by the Labor Commissioner of the State of California. This finding resulted in compensation expenses of $29,102.76 and an accrued liability of the same amount on IPIC book for the six months ended 06/30/2017. |
Non-Recurring Items | Non-Recurring Items |
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 |
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. 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) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories at June 30, 2017 and 2016, consisted of the following: June 30, 2017 December 31, 2016 Finished Goods $ 0.00 $ 0.00 |
5 PROPERTY, PLANT AND EQUIPME21
5 PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Property, plant and equipment at June 30, 2017 and December 31, 2016, consisted of: June 30, 2017 December 31, 2016 Computers $ 15,985.53 $ 15,985.53 Freezers 39,152.82 39,152.82 Office Furniture 15,686.82 15,686.82 Rugs 6,000.00 6,000.00 Software – Accounting 2,901.07 2,901.07 Telephone System 5,814.00 5,814.00 Video Camera 1,527.95 1,527.95 Accumulated Depreciation (57,226.92 ) (55,230.67 ) Net Book Value $ 29,841.27 $ 31,837.52 |
2 SUMMARY OF SIGNIFICANT ACCO22
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Deferred revenue | $ 0 | $ 15,042 | |
Disputed Liabilities | 31,858 | ||
Compensation expenses | 29,103 | ||
Forgiveness of debt income | 2,449 | ||
Allowance for doubtful accounts | 0 | 0 | |
Inventories | 0 | $ 0 | |
FDIC | 250,000 | ||
Marketing and Advertising | $ 15,147 | $ 29,499 |
3 GOING CONCERN (Details Narrat
3 GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss for the period | $ (127,721) | $ (273,668) | $ (244,014) | $ (309,873) |
Accumulated deficit | $ (5,571,116) | $ (5,571,116) |
4 INVENTORIES (Details)
4 INVENTORIES (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 0 | $ 0 |
5 PROPERTY, PLANT AND EQUIPME25
5 PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Accumulated Depreciation | $ (57,227) | $ (55,231) |
Net Book Value | 29,841 | 31,838 |
Computer [Member] | ||
Property, plant and equipment, Gross | 15,986 | 15,986 |
Freezers [Member] | ||
Property, plant and equipment, Gross | 39,153 | 39,153 |
Office Furniture [Member] | ||
Property, plant and equipment, Gross | 15,687 | 15,687 |
Rugs [Member] | ||
Property, plant and equipment, Gross | 6,000 | 6,000 |
Software Accounting [Member] | ||
Property, plant and equipment, Gross | 2,901 | 2,901 |
Telephone System [Member] | ||
Property, plant and equipment, Gross | 5,814 | 5,814 |
Video Camera [Member] | ||
Property, plant and equipment, Gross | $ 1,528 | $ 1,528 |
5 PROPERTY, PLANT AND EQUIPME26
5 PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 998 | $ 998 | $ 1,997 | $ 1,996 |
6 ACCRUED EXPENSE (Details Narr
6 ACCRUED EXPENSE (Details Narrative) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 275,146 | $ 231,060 |
IPIC Labor Commission finding | 29,103 | |
Disputed liability | 31,858 | |
Other accrued liabilities | 68,024 | |
Payroll liabilities | $ 83,100 |
8 RELATED PARTY TRANSACTIONS (D
8 RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Advance from officer | $ 6,130 | $ 6,130 | |
Promissory Note Feb 2012 [Member] | |||
Principle | $ 30,000 | ||
Interest rate | 8.00% | ||
Balance of note | $ 25,000 | $ 25,000 | |
Maturity date | Dec. 31, 2018 | ||
Promissory Note IPIC[Member] | |||
Principle | 500,000 | ||
Balance of note | $ 192,772 | 392,772 | $ 219,522 |
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 2014 #2 [Member] | |||
Principle | $ 86,821 | ||
Interest rate | 5.00% | ||
Balance of note | $ 86,821 | $ 86,821 | |
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 | Dec. 31, 2019 | ||
Promissory Note Feb 2014 [Member] | |||
Principle | $ 20,000 | ||
Interest rate | 8.00% | ||
Balance of note | $ 0 | $ 0 | |
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 Jan 2011 [Member] | |||
Principle | $ 150,000 | ||
Interest rate | 3.00% | ||
Balance of note | $ 112,411 | ||
Maturity date | Dec. 31, 2018 | ||
Promissory Note March 2013 [Member] | |||
Principle | $ 10,000 | ||
Interest rate | 5.00% | ||
Balance of note | $ 6,000 | $ 6,000 | |
Promissory Note Feb 2012 [Member] | |||
Principle | 10,000 | ||
Balance of note | $ 10,000 | $ 10,000 |
9 NOTES PAYABLE (Details Narrat
9 NOTES PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | 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 | $ 1,000 | $ 1,000 | |
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 as of June 30, 2017 and December 31, 2016 is $1000. | ||
Notes Payable 3 [Member] | |||
Principle | $ 23,000 | ||
Balance of note | $ 0 | $ 0 | |
Terms | The note was secured by MGD future sales and accounts receivable totaling $31,970. The Company was to remit 2% of revenues and accounts receivables daily until the entire balance of $31,970 has been received. The outstanding balance on the notes was paid off by other financing and has a balance of $0 as of March 31, 2017 and December 31, 2016. | ||
Notes Payable 4 [Member] | |||
Principle | $ 500,000 | ||
Interest rate | 10.00% | ||
Maturity date | Dec. 31, 2017 | ||
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 an original maturity date of December 31, 2015. The Company was to make interest only payments beginning July 1, 2014. | ||
Notes Payable 5 [Member] | |||
Principle | $ 527,333 | ||
Balance of note | $ 175,000 | $ 527,333 | |
Maturity date | Dec. 31, 2017 | ||
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 modification also removed and deleted, in its entirety, all secured interests in cash, accounts receivable, other receivables, inventory, supplies, and other assets of Snöbar Holdings, including intangibles, and rights of each liquor license owned by Snöbar Trust. The maturity date was December 31, 2015 if Snöbar Holdings is not in default, the maturity date of the note should 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) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Aug. 20, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
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 | |||
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred Stock, shares issued | 0 | 0 | 0 | |
Common stock issued to various investors for cash | 7,159,636 | 1,498,333 | ||
Common stock cancelled | 5,400,000 | 20,000 | ||
Common stock sold to various investors for cash | 6,664,468 | |||
Series E Preferred Stock [Member] | ||||
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred Stock, shares issued | 1,000,000 | 1,000,000 | ||
Common Class A [Member] | ||||
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Common Stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Common Stock, shares issued | 34,437,000 | 34,437,000 | 34,437,000 | |
Common Stock, shares outstanding | 34,437,000 | 34,437,000 | 34,437,000 |
11 COMMITMENTS, CONTINGENCIES31
11 COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cost of equipment under capital leases | $ 0 | $ 0 |
Accumulated depreciation of the leased equipment | $ 0 | $ 0 |
Operating Lease | The Company is currently obligated under two operating leases for office spaces and associated building expenses. Both leases are on a month to month basis. |
12 SUBSEQUENT EVENTS (Details N
12 SUBSEQUENT EVENTS (Details Narrative) | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event Description | The acquisition of Fresh and Healthy and Healthy Foods Markets was rescinded in August of 2017 resulting in the cancellation of 5,400,000 shares of class A common stock being cancelled. |