10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1) 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from -___________ to _____________

Commission File Number 000-54584

PACIFIC VENTURES GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	75-2100622
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)
117 West 9th Street Suite 316 Los Angeles California	90015
(Address of principal executive offices)	(Zip Code)

310-392-5606

 (Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes [X]  No  [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated filer ◻	Accelerated filer ◻
Non-accelerated filer  ◻ (Do not check if a smaller reporting company)	Smaller reporting company ⌧

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes []   No [ X ]

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Shares of Common Stock, par value $0.001, outstanding as of November 20, 2015: 25,415,000

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to Pacific Ventures Group, Inc. Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, filed with the Securities and Exchange Commission on November 25, 2015 (the "Form 10-Q"), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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ITEM 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Materials from the Company's Quarterly Report on Form 10-Q for the quarter ended August 31, 2015 formatted in Extensible Business Reporting Language (XBRL).

- 3 -

PACIFIC VENTURES GROUP, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PACIFIC VENTURES GROUP, INC.
Dated: December 2, 2015	By:	/s/ Brett Bertolami
		Brett Bertolami Principal Financial Officer

- 4 -

EX-31.1

Exhibit 31.1

PACIFIC VENTURES GROUP, INC.

CERTIFICATION OFPRINCIPAL EXECUTIVE AND FINANCIAL OFFICERPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Shannon Masjedi, certify that:

I have reviewed this Report on Form 10-Q of Pacific Ventures Group, Inc.;

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

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

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant issuer and have:

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

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

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

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

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

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

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 2, 2015	/s/ Shannon  Masjedi
	Shannon Masjedi
	Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

PACIFIC VENTURES GROUP, INC.

CERTIFICATION OFPRINCIPAL EXECUTIVE AND FINANCIAL OFFICERPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brett Bertolami, certify that:

I have reviewed this Report on Form 10-Q of Pacific Ventures Group, Inc.;

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

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

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant issuer and have:

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

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

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

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

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

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

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 2, 2015	/s/ Brett Bertolami
	Brett Bertolami
	Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

PACIFIC VENTURES GROUP, INC.

CERTIFICATION OFPRINCIPAL EXECUTIVE AND FINANCIAL OFFICERPURSUANT TO 18 U.S.C. §1350 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Quarterly Report of Pacific Ventures Group, Inc. (the "Company") on Form 10-Q for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Shannon Masjedi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that: 

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

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

Date:  December 2, 2015	/s/ Shannon Masjedi
	Shannon Masjedi
	Chief Executive Officer (Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to Pacific Ventures Group, Inc. and will be retained by Pacific Ventures Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to §18 U.S.C. Section 1350.  It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.2

Exhibit 32.2

PACIFIC VENTURES GROUP, INC.

CERTIFICATION OFPRINCIPAL EXECUTIVE AND FINANCIAL OFFICERPURSUANT TO 18 U.S.C. §1350 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Quarterly Report of Pacific Ventures Group, Inc. (the "Company") on Form 10-Q for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Brett Bertolami, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that: 

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

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

Date:  December 2, 2015	Brett Bertolami
	Brett Bertolami
	Chief Financial Officer (Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to Pacific Ventures Group, Inc. and will be retained by Pacific Ventures Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to §18 U.S.C. Section 1350.  It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current Assets:
Cash and cash equivalents
Accounts receivable		$ 12,721
Inventory, net	$ 120,346	58,256
Deposits	1,500	1,500
Total Current Assets	121,846	72,477
Fixed Assets
Fixed assets, net	39,823	106,740
Total Fixed Assets	39,823	106,740
TOTAL ASSETS	161,669	179,217
LIABILITIES AND STOCKHOLDERS' EQUITY
Bank overdraft	1,441	2,589
Accounts payable	306,399	358,867
Accrued expenses	163,009	$ 891,532
Deferred exclusive distribution fee	66,667
Current portion, notes payable	550,333	$ 550,333
Current portion, notes payable - related party	169,838	278,821
Current portion, leases payable	42,565	36,012
Total Current Liabilities	1,300,252	2,118,154
Long-Term Liabilities:
Notes payable - related party	$ 386,036	324,522
Leases payable		6,553
Total Long-Term Liabilities	$ 386,036	331,075
Total Liabilities	1,686,288	2,449,229
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.001 par value, 10,000,000 shares authorized, 1,000,000 issued and outstanding	1,000	1,000
Common stock, $.001 par value, 30,000,000 shares authorized, 25,384,031 and 22,884,031 issued and outstanding, respectively	25,384	22,884
Additional paid in capital	4,523,606	3,126,535
Accumulated deficit	6,074,609	(5,420,431)
Total Stockholders' Equity (Deficit)	(1,524,619)	(2,270,012)
Total Liabilities and Stockholders' Equity (Deficit)	$ 161,669	$ 179,217

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	30,000,000	30,000,000
Common Stock, shares issued	25,384,031	22,884,031
Common Stock, shares outstanding	25,384,031	22,884,031
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	10,000,000	10,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 20, 2015
Document And Entity Information
Entity Registrant Name	Pacific Ventures Group, Inc.
Entity Central Index Key	0000882800
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	true
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		25,415,000
Amendment Description	Solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting L
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2015

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
Sales, net of discounts	$ 17,957	$ 22,326	$ 244,176	$ 97,436
Cost of Goods Sold	(2,248)	(17,323)	(91,500)	(43,567)
Gross Profit	15,709	5,003	152,676	53,869
Operating Expenses
Selling, general and administrative	431,052	142,249	513,683	605,797
Depreciation expense	22,306	21,134	66,917	63,401
Salaries and wages	38,721	62,898	178,721	283,293
Operating Expenses/(Loss)	492,079	226,281	759,321	952,491
Loss from Operations	(476,370)	(221,278)	(606,645)	(898,622)
Interest expense	(13,200)	(25,038)	(47,533)	(52,479)
Net Income/(Loss) before Income Taxes	$ (489,570)	$ (246,316)	$ (654,178)	$ (951,101)
Provision for income taxes
Net Income/(Loss)	$ (489,570)	$ (246,316)	$ (654,178)	$ (951,101)
Basic and Diluted Loss per Share - Common Stock	$ (0.02)	$ (0.01)	$ (0.03)	$ (0.04)
Weighted Average Number of Shares Outstanding: Basic and Diluted Common Stock	23,019,901	22,884,031	22,929,819	22,884,031

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
OPERATING ACTIVITIES
Net loss	$ (654,178)	$ (951,101)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for services	461,903
Depreciation	$ 66,917	$ 63,401
Changes in operating assets and liabilities
Accounts receivable	12,721	5,848
Inventory	$ (62,090)	(57,388)
Loans Receivable		(3,566)
Deposits		4,053
Accounts payable	$ (52,468)	$ 71,947
Deferred exclusive distribution fee	66,667
Accrued expenses	163,009	$ 891,532
Net Cash Used in Operating Activities	$ (36,197)	(740,980)
INVESTING ACTIVITIES
Security Deposits		6,478
Acquisition of fixed assets		53,646
Net Cash Provided By (Used In) Investing Activities		60,124
FINANCING ACTIVITIES
Bank overdraft	$ (1,148)	4,810
Proceeds from notes payable		$ 500,000
Proceeds from notes payable - related party	$ 53,838
Repayment of notes payable	(108,983)
Common stock issued for cash	$ 92,490	$ 160,107
Repayment on the leases payable		(14,085)
Net Cash Provided by Financing Activities	$ 36,197	650,832
NET INCREASE (DECREASE) IN CASH		(30,024)
CASH AT BEGINNING OF PERIOD		30,024
CASH AT END OF PERIOD
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID FOR: Interest	$ 47,533	52,479
NON CASH FINANCING ACTIVITIES:
Issuance of shares for debt conversion	21,675	$ 160,000
Issuance of shares for accrued wages	$ 225,000