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Subsequent Events
6 Months Ended
Jun. 30, 2018
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

11. 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 its financial statements and the required disclosures for such events.

 

The Company has evaluated all subsequent events through the date these consolidated financial statements were issued, and determined the following are material to disclose.

 

On July 19, 2018 (the “Effective Date”), Pacific Ventures Group, Inc., a Delaware corporation (the “Corporation”), entered into a Series F Preferred Stock Recipient Agreement (“Preferred Stock Recipient Agreement”) with Ms. Shannon Masjedi (the “Series F Holder“, an officer, director and controlling shareholder of the Corporation), pursuant to which the Series F Holder was issued fifty thousand (50,000) shares out of fifty thousand (50,000) authorized shares of Series F Convertible Preferred Stock, par value $.001 per share (the “Series F Preferred Stock”). The Series F Holder was issued one (1) share of Series F Preferred Stock as consideration for such Series F Holder’s agreement to forgive $1.00 of the Corporation’s indebtedness to the Series F Holder. The total amount of Corporation indebtedness to the Series F Holder and forgiven by the Series F Holder amounted to $50,000, pursuant to the terms of the Preferred Stock Recipient Agreement, which agreement is incorporated by reference herein as Exhibit 10.1.

 

The Series F Preferred Stock has the rights, privileges, preferences and restrictions set forth in the Certificate of Designation (the “Certificate of Designation”) filed by the Corporation with the Secretary of State of the State of Delaware (“Delaware Secretary of State”) on July 25, 2018, as more fully described in Item 5.03 below. Each issued and outstanding share Series F Preferred Stock shall be entitled to the number of votes equal to the result of: (i) the number of shares of Common Stock of the Corporation issued and outstanding at the time of such vote multiplied by 1.01; divided by (ii) the total number of Series F Preferred Stock issued and outstanding at the time of such vote, at each meeting of shareholders of the Corporation with respect to any and all matters presented to the shareholders of the Corporation for their action or consideration, including the election of directors. Holders of Series F Preferred Stock shall vote together with the holders of Common Stock as a single class.

 

Each outstanding share of Series F Preferred Stock shall be convertible into the number of shares of the Corporation’s common stock (“Common Stock”) determined by dividing the Stated Value ($1.00 per share) by the Conversion Price as defined below, at the option of the Holder in whole or in part, at any time commencing no earlier than six (6) months after the Issuance Date; provided that any conversion under this section must be made during the ten (10) day period immediately following the date on which the Corporation files with the Securities and Exchange Commission any periodic report on form 10-Q, 10-K or the equivalent form; provided further that, any conversion under this Section IV(a) shall be for a minimum Stated Value of $500.00 of Series F Preferred Stock. The Conversion Price for each share of Series F Preferred Stock in effect on any Conversion Date shall be (a) eighty five percent (85%) of the average closing bid price of the Common Stock over the twenty (20) trading days immediately preceding the date of conversion, (b) but no less than Par Value of the Common Stock. For purposes of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the NASD OTC Bulletin Board, as reported on Bloomberg, L.P. (or similar organization or agency succeeding to its functions of reporting prices).

 

The foregoing description of the Preferred Stock Recipient Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Form of a Preferred Stock Recipient Agreement.