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8 STOCKHOLDERS' EQUITY
3 Months Ended
Mar. 31, 2017
Equity [Abstract]  
STOCKHOLDERS' EQUITY

 

8.        STOCKHOLDERS' EQUITY

 

Share Exchange

 

On August 14, 2015, Snöbar Holdings entered into the Share Exchange Agreement with the Company and Snöbar Holdings' shareholders (the "Snöbar Shareholders") who held 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, of Snöbar Holding. In accordance with the terms and provisions of the Share Exchange Agreement, Pacific Ventures acquire all of the issued and outstanding shares of Snöbar Holdings' Class A and Class B Common Stock from Snöbar Shareholders, with Snöbar Holdings becoming a wholly owned subsidiary of the Company, in exchange for the issuance to the Snöbar Shareholders of 22,500,000 shares of restricted common stock of the Company and the issuance of 2,500,000 shares of restricted common stock of the Company to certain other persons (as set forth below).

 

The 2,500,000 shares of restricted common stock of the Company 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 the Company received 1,000,000 shares of restricted common stock in exchange for his 1,000,000 shares of Series E Preferred Stock; and 900,000 shares of restricted common stock were issued to extinguish $21,675 of debt due to a former officer and shareholder of the Company. 

 

Common Stock and Preferred Stock

 

The Company is authorized to issue up to 10,000,000 shares of preferred stock, $0.001 par value per share. Effective as of October 2016, the Company designated 1,000,000 shares of preferred stock as Series E Preferred Stock (the "Series E Preferred Stock"). Under the rights, preferences and privileges of the Series E Preferred Stock, for every share of Series E Preferred Stock held, the holder thereof has the voting rights equal to 10 shares of common stock. The Series E Preferred Stock is not convertible into any class of stock of the Company and has no preferences to dividends or liquidation rights. As of December 31, 2016 and 2015, there were 1,000,000 shares of Series E Preferred Stock issued and outstanding.

 

From January 1, 2016 through December 31, 2016, the Company sold 1,498,333 shares of its common stock to various investors for cash and other considerations.

 

From January 1, 2017 through March 31, 2017, the Company sold 475,168 shares of its common stock to various investors for cash and other considerations.

 

The Company is authorized to issue up to 100,000,000 shares of common stock, $0.001 par value per share. Holders of common stock hold one vote per share. As of March 31, 2017 and December 31, 2016, there were 27,772,532 and 27,297,364 shares of common stock outstanding.