0001079974-18-000042.txt : 20180205 0001079974-18-000042.hdr.sgml : 20180205 20180205082944 ACCESSION NUMBER: 0001079974-18-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170712 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20180205 DATE AS OF CHANGE: 20180205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pacific Ventures Group, Inc. CENTRAL INDEX KEY: 0000882800 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 752100622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54584 FILM NUMBER: 18572855 BUSINESS ADDRESS: STREET 1: 117 WEST 9TH STREET SUITE 316 CITY: LOS ANGELES STATE: CA ZIP: 90015 BUSINESS PHONE: 310-392-5606 MAIL ADDRESS: STREET 1: 117 WEST 9TH STREET SUITE 316 CITY: LOS ANGELES STATE: CA ZIP: 90015 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN EAGLE GROUP INC DATE OF NAME CHANGE: 19940301 8-K 1 pacv8k_222018.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 12, 2017

PACIFIC VENTURES GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
000-54584
  75-2100622
 (State or other jurisdiction 
of incorporation)  
 (Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
 
117 West 9th Street, Suite 316
Los Angeles, CA 90015
(Address of principal executive offices) (Zip Code)

(310) 392-5606
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company     ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐

 
 
 

 
 

 
Item 1.01 Entry into a Material Definitive Agreement.
 
On July 12, 2017 (the "Closing Date"), Pacific Ventures Group, Inc., a Delaware corporation (the "Company"), entered into a Convertible Promissory Note (the "Convertible Note") with JSJ Investments Inc. (the "Investor") for total gross proceeds of $75,000. The Convertible Note is convertible at any time after the Closing Date, bears interest at 12% and matures on April 12, 2018. The net proceeds of this offering were used for general working capital. The Convertible Note contains certain customary representations, warranties and covenants.
   
All of the securities issued in connection with this private placement are "restricted securities," and as such are subject to all applicable restrictions on transfer specified by federal and state securities laws.
 
All of the foregoing securities were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 of Regulation D promulgated thereunder and involved transactions by an issuer not involving any public offering. This Current Report on Form 8-K (this "Current Report") does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
 
  
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.
 
 
Item 3.02 Unregistered Sales of Equity Securities.
 
The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02.
 
 

 
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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 hereunto duly authorized.
 
 
PACIFIC VENTURES GROUP, INC.
 
 
 
 
By: /s/ Shannon Masjedi
 
Name:  Shannon Masjedi
Dated: February 5, 2018
 
Title:    President, Chief Executive Officer and Interim Chief Financial Officer
   

 
 
 
 
 
 
 
 

 


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