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 Snobars Class A Common Stock (Snobar Class A Common Stock) and (ii) 100% of the total issued and outstanding shares of Snobars 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 Companys 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 Companys 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 |