Pacific Ventures (PACV) 10-Q 14 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 14, 2015
Document and Entity Information
Entity Registrant Name	Pacific Ventures Group, Inc.
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Entity Central Index Key	882,800
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		384,031
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q2
Trading Symbol	pacv

PACIFIC VENTURES GROUP, INC. Ba

PACIFIC VENTURES GROUP, INC. Balance Sheets - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Current Assets:
Cash	$ 0	$ 0
Total Current Assets	0	0
Total assets	0	0
Current Liabilities:
Accounts payable	11,059	7,471
Notes Payable	20,522	14,576
Notes Payable due to officer	800	400
Interest Payable	343	173
Interest Payable due to officer	10	6
Total current liabilities	32,734	22,626
Preferred Stock, 10,000,000 shares authorized, $0.001 par value:
Series E Preferred stock, 1,000,000 shares authorized, issued and outstanding	1,000	1,000
Common stock, $0.001 par value; 100,000,000 shares authorized; 384,031 shares issued and outstanding	384	384
Additional paid-in capital	47,075,200	47,075,200
Accumulated earnings (deficit)	(47,109,318)	(47,099,210)
Total stockholder's equity (deficit)	(32,734)	(22,626)
Total liabilities and stockholders' equity (deficit)	$ 0	$ 0

PACIFIC VENTURES GROUP, INC. B3

PACIFIC VENTURES GROUP, INC. Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position
Preferred stock authorized	10,000,000	10,000,000
Preferred stock par value	$ 0.001	$ 0.001
Series E Preferred stock authorized	1,000,000	1,000,000
Series E Preferred stock issued	1,000,000	1,000,000
Series E Preferred stock outstanding	1,000,000	1,000,000
Series E Preferred stock par value	0.001	0.001
Common Stock Authorized	100,000,000	100,000,000
Common Stock Par Value	$ 0.001	$ 0.001
Common stock outstanding	384,031	384,031
Common stock issued	384,031	384,031

PACIFIC VENTURES GROUP, INC. St

PACIFIC VENTURES GROUP, INC. Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement
Revenue	$ 0	$ 0	$ 0	$ 0
Operating expenses:
General and administrative	9,534	5,588	9,934	10,027
Total operating expenses	9,534	5,588	9,934	10,027
Loss from operations	(9,534)	(5,588)	(9,934)	(10,027)
Other Income (Expense)
Interest income	0	0	0	0
Interest expense	(99)	(46)	(174)	(57)
Total other income (expense)	(99)	(46)	(174)	(57)
Net income (loss)	$ (9,633)	$ (5,634)	$ (10,108)	$ (10,084)
Net income (loss) per share of common stock	$ (0.03)	$ (0.01)	$ (0.03)	$ (0.03)
Weighted average number of common shares	384,031	384,031	384,031	384,031

PACIFIC VENTURES GROUP, INC. S5

PACIFIC VENTURES GROUP, INC. Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net income (loss)	$ (10,108)	$ (10,084)
Adjustments to reconcile net loss to net cash used by operating activities
Increase (decrease) in accounts payable	3,588	2,748
Increase (decrease) in accrued interest	174	57
Net cash used in operating activities	(6,346)	(7,279)
Cash flows from financing activities:
Proceeds - related party payable	400
Proceeds from notes payable	5,946	6,872
Net cash provided by financing activities	6,346	7,272
Net change in cash	0	(7)
Cash, beginning of period	0	7
Cash, end of period	0	0
Cash paid during the period for:
Income Taxes	0	0
Interest	$ 0	$ 0

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2015
Notes
Basis of Presentation and Summary of Significant Accounting Policies	Note 1: Basis of Presentation and Summary of Significant Accounting Policies Organization Going Concern Income Taxes The Company utilizes the liability method of accounting for income taxes as set forth in ASC 740-20, “Accounting for Income Taxes.” Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents For purposes of reporting cash flows, the Company considers all highly-liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Revenue Recognition The Company plans to recognize revenue when the following four conditions are present: (1) persuasive evidence of an agreement exists, (2) the price is fixed or determinable, (3) delivery has occurred or services are rendered, and (4) collection is reasonably assured. Income (Loss) Per Common Share Income (Loss) per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the periods presented. The Company has no potentially dilutive securities. Accordingly, basic and dilutive loss per common share are the same. Fair Value The carrying values of cash and cash equivalents, and accounts payable and accrued liabilities approximate their fair values because of the short-term maturity of these financial instruments. Recently Issued Accounting Pronouncements The Company has reviewed recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2015
Notes
Income Taxes	Note 2: Income Taxes Due to losses at June 30, 2015 and 2014, the Company had no income tax liability. At June 30, 2015 and 2014, the Company had available unused operating loss carry forwards of approximately $134,599 and $118,278, respectively, which may be applied against future taxable income and which expire in various years through 2035. The amount of and ultimate realization of the benefits from the operating loss carry forwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined at this time. Because of the uncertainty surrounding the realization of the loss carry forwards, the Company has established a valuation allowance equal to the tax effect of the loss carry forwards and, therefore, no deferred tax asset has been recognized for the loss carry forwards. The net deferred tax assets are approximately $50,205and $48,118 as of June 30, 2015 and 2014, respectively, with an offsetting valuation allowance of the same amount resulting in a change in the valuation allowance of approximately $3,771 during the six months ended June 30, 2015. Components of income tax are as follows: Six Months Ended June 30, 2015 Six Months Ended June 30, 2014 Current $ 0 $ 0 Federal 0 0 State 0 0 Deferred $ 0 $ 0 $ 0 $ 0 A reconciliation of the provision for income tax expense with the expected income tax computed by applying the federal statutory income tax rate to income before provision for income taxes as follows: Six Months Ended June 30, 2015 Six Months Ended June 30, 2014 Income tax computed at Federal statutory tax rate of 34% $ (3,437) $ (3,429) State taxes (net of federal benefit) of 3.3% (334) (332) Deferred taxes and other 3,771 3,761 $ - $ - The Company has no tax positions at June 30, 2015 and 2014, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the period ended June 30, 2015 and 2014, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at June 30, 2015 and 2014. Under the rules of the Internal Revenue Service, the Company's tax returns for the previous three years remain open for examination.

Capital Stock

Capital Stock	6 Months Ended
	Jun. 30, 2015
Notes
Capital Stock	Note 3: Capital Stock Preferred Stock and Common Stock Preferred Stock Series E Preferred Stock was authorized October 2006 for up to 1,000,000 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 preference to dividends or liquidation rights. As of June 30, 2015, and December 31, 2014, there were 1,000,000 Series E Preferred shares outstanding. Common Stock

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2015
Notes
Related Party Transactions	Note 4: Related Party Transactions On March 31, 2014, Brett Bertolami, the sole officer and director of the Company converted advanced money to the company into a promissory note for $400. On March 31, 2015, Mr. Bertolami converted an additional $400 advanced to the Company into a promissory note. All of the money was used to pay operating expenses. The notes accrue interest at 2% annually until repaid. For 2015 and 2014, the sole officer and director of the Company has provided office space at no cost to the Company.

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2015
Notes
Notes Payable	Note 5: Notes Payable On March 31, 2014, Brett Bertolami, the sole officer and director of the Company converted advanced money to the Company into a promissory note for $400. On March 31, 2015, Mr. Bertolami converted an additional $400 advanced to the Company into a promissory note. All of the money was used to pay operating expenses. The notes accrue interest at 2% annually until repaid. The balance of the notes payable, with interest, is $810. From December, 2013, to June 30, 2015, the Company has borrowed funds from a private corporation to pay operating expenses. These amounts were converted into the following promissory notes. The balance of the notes payable, with interest, is $20,865 at June 30, 2015. Date Principal Amount Interest Rate Until Paid June 30, 2015 $4,500 2% March 31, 2015 $1,446 2% September 30, 2014 5,630 2% April 1, 2014 2,500 2% March 31, 2014 4,372 2% December 31, 2013 2,074 2%

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2015
Notes
Subsequent Events	Note 6: 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 our financial statements and the required disclosures for such events. Share Exchange On August 14, 2015, the Company entered into that certain Share Exchange Agreement ("Exchange Agreement") with Snobar Holdings, Inc., a Delaware corporation ("Snobar"), and the shareholders of Snobar ("Snobar Shareholders") who hold of record (i) at least 99% and up to 100% of the total issued and outstanding shares of Snobar’s Class A Common Stock (“Snobar Class A Common Stock”) and (ii) 100% of the total issued and outstanding shares of Snobar’s Class B Common Stock (“Snobar Class B Common Stock”). In accordance with the terms and provisions of the Exchange Agreement, the Company shall acquire (i) at least 99% and up to 100% of the total issued and outstanding shares of Snobar Class A Common Stock and (ii) 100% of the total issued and outstanding shares of Snobar Class B Common Stock from the Snobar Shareholders, thus making Snobar a majority-owned subsidiary 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 the Company (the "Exchange") for each share of common stock of Snobar while simultaneously issuing 2,500,000 shares of restricted common stock of the Company (“Other Issuance”) to certain other persons (“Other Persons”). An initial closing date (“Initial Closing Date”) is anticipated to close by no later than August 31, 2015 but in no event before the Exchange Agreement has been signed by Snobar Shareholders Upon completion of this part of the acquisition, Snobar will become our majority-owned or wholly-owned subsidiary and the Company’s pro-forma shares of common stock outstanding giving effect to the acquisition of Snobar is expected to be approximately Also in accordance with the terms and provisions of the Exchange Agreement: (i) Bob Smith shall be appointed as the Chief Executive Officer and a member of the Board of Directors of the Company; (ii) Shannon Masjedi shall be appointed as the President and Secretary and a member of the Board of Directors of the Company; (iii) Marc Shenkman shall be appointed as the Executive Vice President and a member of the Board of Directors of the Company; and (iv) Brett Bertolami shall resign from all of his positions as an officer of the Company, including, but not limited to, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President and Secretary, and as a member of the Board of Directors of the Company. Thus, the share exchange will represent a change in control of the Company and a change in business operations. Therefore, based on the change in control of the Company, the business operations of the Company will change to that of Snobar. Snobar is the sole beneficiary of Snobar Trust, a California trust ("Trust"). The Trust owns 100% of the shares of International Production Impex Corporation, a California corporation ("IPIC"). IPIC is the owner of the licenses and trade names "Snobar" and is in the business of selling and distributing alcohol-infused ice creams and ice-pops through its distributors (the "Business"). As a result of the foregoing chain of ownership, Snobar is the beneficiary of all assets, liabilities and any income received from the Business of IPIC. Through the operations of IPIC, Snobar produces and distributes through third party manufacturers and distributors Snobar alchohol infused popsicles, which In addition, through the operations of IPIC, Snobar produces and distributes through third party manufacturers and distributors Snobar alchohol infused Ice Cream products, which Snobar products have been through extensive consumer testing across all age groups and sexes over 21 years of age. According to the results of the consumer testing, there is a large untapped market potential for frozen alcohol desserts. The foregoing is a summary description of the terms and conditions of the Exchange Agreement and does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement, which is filed as Exhibits 10.1 to this Quarterly Report on Form 10-Q and incorporated by reference herein. As permitted by Form 8-K, upon the initial closing occurring on August 31, 2015, the Company anticipates filing a Form 8-K on September 4, 2015 pertaining to the consummation of the Share Exchange, including Form 10 information as required by Item 2.01 of Form 8-K. Amendment to Bylaws Pursuant to authorization of the Board as permitted by the Delaware General Corporation Law and the provisions of the Company’s bylaws (“Bylaws”), the Bylaws were amended (the “Bylaws Amendment”) effective as of August 14, 2015 to reflect a change in the name of the Company to Pacific Ventures Group, Inc. (the “Company”). The Bylaws Amendment replaces all references in the Bylaws to American Eagle Group, Inc. with references to Pacific Ventures Group, Inc. A copy of the Bylaws Amendment is attached to this Quarterly Report on Form 10-Q as Exhibit 3 (iii).

Basis of Presentation and Sum12

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2015
Policies
Organization	Organization
Going Concern	Going Concern
Income Taxes	Income Taxes The Company utilizes the liability method of accounting for income taxes as set forth in ASC 740-20, “Accounting for Income Taxes.”
Estimates	Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents For purposes of reporting cash flows, the Company considers all highly-liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.
Revenue Recognition	Revenue Recognition The Company plans to recognize revenue when the following four conditions are present: (1) persuasive evidence of an agreement exists, (2) the price is fixed or determinable, (3) delivery has occurred or services are rendered, and (4) collection is reasonably assured.
Income (loss) Per Common Share	Income (Loss) Per Common Share Income (Loss) per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the periods presented. The Company has no potentially dilutive securities. Accordingly, basic and dilutive loss per common share are the same.
Fair Value	Fair Value The carrying values of cash and cash equivalents, and accounts payable and accrued liabilities approximate their fair values because of the short-term maturity of these financial instruments.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company has reviewed recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

Income Taxes (Tables)

Income Taxes (Tables)	6 Months Ended
	Jun. 30, 2015
Tables/Schedules
Schedule of Components of Income Tax Expense (Benefit)	Components of income tax are as follows: Six Months Ended June 30, 2015 Six Months Ended June 30, 2014 Current $ 0 $ 0 Federal 0 0 State 0 0 Deferred $ 0 $ 0 $ 0 $ 0
Schedule of Effective Income Tax Rate Reconciliation	Six Months Ended June 30, 2015 Six Months Ended June 30, 2014 Income tax computed at Federal statutory tax rate of 34% $ (3,437) $ (3,429) State taxes (net of federal benefit) of 3.3% (334) (332) Deferred taxes and other 3,771 3,761 $ - $ -

Notes Payable (Tables)

Notes Payable (Tables)	6 Months Ended
	Jun. 30, 2015
Tables/Schedules
Schedule of Notes Payable	Date Principal Amount Interest Rate Until Paid June 30, 2015 $4,500 2% March 31, 2015 $1,446 2% September 30, 2014 5,630 2% April 1, 2014 2,500 2% March 31, 2014 4,372 2% December 31, 2013 2,074 2%

Income Taxes (Details)

Income Taxes (Details) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Details
Tax credit carryforward amount	$ 134,599	$ 118,278
Net deferred tax assets	50,205	48,118
Change in valuation allowance	3,771
Federal	0	0
State	0	0
Deferred	0	0
Income tax computed at Federal statutory tax rate of 34%	(3,437)	(3,429)
State taxes (net of federal benefit) of 3.3%	(334)	(332)
Deferred taxes and other	$ 3,771	$ 3,761

Capital Stock (Details)

Capital Stock (Details) - $ / shares	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014	Oct. 22, 2012	Oct. 30, 2006
Details
Preferred stock authorized	10,000,000	10,000,000	10,000,000
Preferred stock par value	$ 0.001	$ 0.001	$ 0.001
Series E Preferred stock authorized	1,000,000	1,000,000		1,000,000
Preferred Stock, Participation Rights	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 preference to dividends or liquidation rights.
Series E Preferred stock outstanding	1,000,000	1,000,000
Common Stock Authorized	100,000,000	100,000,000	100,000,000
Common Stock Par Value	$ 0.001	$ 0.001	$ 0.001
Stockholders' Equity, Reverse Stock Split	50
Shares issued for rounding	43,089
Common stock outstanding	384,031	384,031

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Jun. 30, 2015	Sep. 30, 2014	Apr. 02, 2014	Dec. 31, 2013
Details
Proceeds - related party payable	$ 400	$ 400	$ 400
Related party notes accrued interest rate	2.00%	2.00%	2.00%	2.00%	2.00%	2.00%

Notes Payable (Details)

Notes Payable (Details) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Jun. 30, 2015	Sep. 30, 2014	Apr. 02, 2014	Dec. 31, 2013
Details
Proceeds - related party payable	$ 400	$ 400	$ 400
Related party notes accrued interest rate	2.00%	2.00%	2.00%	2.00%	2.00%	2.00%
Notes Payable, Related Parties			$ 810
March 2015 related party note			20,865
Principal amount of notes payable	$ 1,446	$ 4,372	$ 4,500	$ 5,630	$ 2,500	$ 2,074

Subsequent Events (Details)

Subsequent Events (Details)	6 Months Ended
	Jun. 30, 2015
Details
Business Combination, Control Obtained Description	On August 14, 2015, the Company entered into that certain Share Exchange Agreement ('Exchange Agreement') with Snobar Holdings, Inc., a Delaware corporation ('Snobar'), and the shareholders of Snobar ('Snobar Shareholders') who hold of record (i) at least 99% and up to 100% of the total issued and outstanding shares of Snobar’s Class A Common Stock (“Snobar Class A Common Stock”) and (ii) 100% of the total issued and outstanding shares of Snobar’s Class B Common Stock (“Snobar Class B Common Stock”). In accordance with the terms and provisions of the Exchange Agreement, the Company shall acquire (i) at least 99% and up to 100% of the total issued and outstanding shares of Snobar Class A Common Stock and (ii) 100% of the total issued and outstanding shares of Snobar Class B Common Stock from the Snobar Shareholders, thus making Snobar a majority-owned subsidiary 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 the Company (the 'Exchange') for each share of common stock of Snobar while simultaneously issuing 2,500,000 shares of restricted common stock of the Company (“Other Issuance”) to certain other persons (“Other Persons”). An initial closing date (“Initial Closing Date”) is anticipated to close by no later than August 31, 2015 but in no event before the Exchange Agreement has been signed by Snobar Shareholders holding at least 80% of the shares of SNO common stock outstanding. Subsequent to the Initial Closing Date, the Company may complete one or more additional Closings to complete the exchanges provided for in the Exchange Agreement to allow the Company to complete the acquisition of at least 99% and up to 100% of the SNO common stock for a period of up to 30 days after the Initial Closing Date. Upon completion of this part of the acquisition, Snobar will become our majority-owned or wholly-owned subsidiary and the Company’s pro-forma shares of common stock outstanding giving effect to the acquisition of Snobar is expected to be approximately at least 25,172,000 and up to 25,387,000 shares of common stock of the company outstanding with at least 22,285,000 and up to 22,500,000 shares or approximately 89% thereof owned by the Snobar Shareholders and 1,000,000 shares of the Company's Series E Preferred Stock' (with a 10 to 1 voting preference over common stock) with 100% thereof owned by a Snobar Shareholder, namely Shannon Masjedi