10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

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

For the quarterly period ended June 30, 2020

[  ] 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	(I.R.S. Employer
of incorporation or organization)	Identification No.)
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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of class)

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 every Interactive Data File required to be submitted 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, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ]	Smaller reporting company [X]
(Do not check if smaller reporting company)	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. [  ]

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

As of June 30, 2020, there were 1,142,781 shares of the registrant’s common stock, $0.001 par value per share, issued and outstanding, which reflects the 1-for-500 reverse stock split that occurred on April 13, 2020.

EXPLANATORY NOTE

Pacific Ventures Group Inc. (the “Company”) is amending this Quarterly Report on Form 10-Q solely for the purpose of correcting Exhibits 31.1 and 31.2 which inadvertently did not include the entirely of the introductory sentence of paragraph 4 thereof.

We have made no attempt in this Quarterly Report on Form 10-Q/A to modify or update the disclosures presented in the Original Report other than as noted in the previous paragraph. Except as noted above, this Quarterly Report on Form 10-Q/A does not reflect events occurring after the filing of the Original Report. Accordingly, this Quarterly Report on Form 10-Q/A should be read in conjunction with the Original Report, and the Company’s other filings with the Securities and Exchange Commission (“SEC”) subsequent to the filing of the Original Report, including any amendments thereto.

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ITEM 6. Exhibits

Exhibit
Number	Description
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1**	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.
**	Furnished herewith.

3

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.
Date: August 21, 2020	By:	/s/ Shannon Masjedi
		Shannon Masjedi
		President, Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

4

EX-31.1

Exhibit 31.1

CERTIFICATION OF CEO PURSUANT TO RULE 13a-14(a) OR 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Shannon Masjedi, certify that:

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

2. 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;

3. 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;

4. The registrant’s other certifying officer(s) and I are 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 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 subsidiaries, 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

5. The registrant’s other certifying officer(s) and I have disclosed, based on our 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.

/s/ Shannon Masjedi

Shannon Masjedi

President and Chief Executive Officer

Date: August 21, 2020

EX-31.2

Exhibit 31.2

CERTIFICATION OF CFO PURSUANT TO RULE 13a-14(a) OR 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Shannon Masjedi, certify that:

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

2. 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;

3. 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;

4. The registrant’s other certifying officer(s) and I are 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 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 subsidiaries, 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

5. The registrant’s other certifying officer(s) and I have disclosed, based on our 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.

/s/ Shannon Masjedi

Shannon Masjedi

Interim Chief Financial Officer

Date: August 21, 2020

EX-32.1

Exhibit 32.1

CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO 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/A for the quarter ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shannon Masjedi, the Chief Executive Officer and Interim Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(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.

/s/ Shannon Masjedi

Shannon Masjedi

President, Chief Executive Officer and Interim Chief Financial Officer

Date: August 21, 2020

This Certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2020 shares
Cover [Abstract]
Entity Registrant Name	Pacific Ventures Group, Inc.
Entity Central Index Key	0000882800
Document Type	10-Q/A
Document Period End Date	Jun. 30, 2020
Amendment Flag	true
Amendment Description	Pacific Ventures Group Inc. (the "Company") is amending this Quarterly Report on Form 10-Q solely for the purpose of correcting Exhibits 31.1 and 31.2 which inadvertently did not include the entirely of the introductory sentence of paragraph 4 thereof.We have made no attempt in this Quarterly Report on Form 10-Q/A to modify or update the disclosures presented in the Original Report other than as noted in the previous paragraph. Except as noted above, this Quarterly Report on Form 10-Q/A does not reflect events occurring after the filing of the Original Report. Accordingly, this Quarterly Report on Form 10-Q/A should be read in conjunction with the Original Report, and the Company's other filings with the Securities and Exchange Commission (“SEC”) subsequent to the filing of the Original Report, including any amendments thereto.
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	1,142,781
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020

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Consolidated Balance Sheets - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Current Assets:
Cash and cash equivalents	$ 457,096	$ 315,957
Accounts receivable	1,849,842	1,290,637
Inventory Asset	1,700,470	830,504
Other Current Asset	51,879	34,379
Right to Use Asset	213,000	249,000
Deposits	16,845	16,845
Total Current Assets	4,289,132	2,737,322
Fixed Assets
Fixed assets, net	1,280,441	1,477,668
Total Fixed Assets	1,280,441	1,477,668
Other Assets
Intangible Assets	3,589,263	3,680,371
Right to Use Asset	817,000	861,250
Rent Deposit and Employee Advances	12,901	12,421
Other Assets	4,419,164	4,554,042
TOTAL ASSETS	9,988,737	8,769,032
Current Liabilities:
Accounts payable	2,926,497	1,409,420
Accrued expenses	957,868	714,962
Lease Liability	213,000	249,000
Current portion, notes payable	827,048	1,022,364
Current portion, notes payable - related party	401,515	340,241
Current portion, leases payable	102,081	119,988
Total Current Liabilities	5,428,009	3,855,976
Long-Term Liabilities:
Notes payable	10,175,696	8,627,129
Notes payable - related party	42,000	42,000
Lease Liability	817,000	861,250
Total Long-Term Liabilities	11,034,696	9,530,379
Total Liabilities	16,462,705	13,386,354
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 par value, 900,000,000 shares authorized, and 1,142,781 issued and outstanding at June 30, 2020, which reflects the 1-for-500 reverse stock split that occurred on Apr 13, 2020	570,033	570,033
Additional paid in capital	4,852,003	4,847,013
Accumulated deficit	(11,902,013)	(10,040,367)
Total Stockholders' Equity (Deficit)	(6,473,968)	(4,617,321)
Total Liabilities and Stockholders' Equity (Deficit)	9,988,737	8,769,032
Series E Preferred Stock [Member]
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, value	6,000	6,000
Series F Preferred Stock [Member]
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, value	$ 10

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Consolidated Balance Sheets (Parenthetical) - $ / shares	Apr. 13, 2020	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2019
Preferred stock, par value		$ 0.001	$ 0.001
Preferred stock, shares authorized		10,000,000	10,000,000
Common stock, par value		$ 0.001	$ 0.001
Common stock, shares authorized	900,000,000	900,000,000	900,000,000
Common stock, shares issued		1,142,781		275,858,986
Common stock, shares outstanding		1,142,781		275,858,986
Reverse stock split	500 for 1 reverse split
Series E Preferred Stock [Member]
Preferred stock, shares issued		6,000,000	6,000,000
Preferred stock, shares outstanding		6,000,000	6,000,000
Series F Preferred Stock [Member]
Preferred stock, shares issued		10,000	10,000
Preferred stock, shares outstanding		10,000	10,000

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Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Income Statement [Abstract]
Sales, net of discounts	$ 8,688,557	$ 1,127,028	$ 15,388,665	$ 2,418,994
Cost of Goods Sold	7,682,194	716,870	13,368,829	1,729,107
Gross Profit	1,006,363	410,158	2,019,836	689,887
Operating Expenses
Selling, general and administrative	1,162,266	273,006	2,136,086	520,214
Marketing and Advertising	4,425	15,431	19,143	23,871
Amortization and Depreciation expense	162,130	5,997	324,022	12,473
Professional fees	263,366	186,289	453,622	327,937
Officer Compensation	75,000		150,000
Operating Expenses/(Loss)	1,667,187	480,724	3,082,873	884,495
Income/(Loss) from Operations	(660,824)	(70,566)	(1,063,036)	(194,607)
Other Non-Operating Income and Expenses
Interest expense	(418,134)	(167,170)	(808,134)	(356,737)
Net Income/(Loss) before Income Taxes	(1,078,958)	(237,737)	(1,871,170)	(551,343)
Provision for income taxes
Net Ordinary Income/(Loss)	(1,078,958)	(237,737)	(1,871,170)	(551,343)
Other Income / Expense
Other Income - Other	4,868	208	9,524	10,382
Net Income/(Loss)	$ (1,074,090)	$ (237,529)	$ (1,861,646)	$ (540,962)
Basic and Diluted Loss per Share - Common Stock	$ (0.93989)	$ (0.00086)	$ (1.62905)	$ (0.00196)
Weighted Average Number of Shares Outstanding: Basic and Diluted Class A Common Stock	1,142,781	275,858,986	1,142,781	275,858,986

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Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
OPERATING ACTIVITIES
Net loss	$ (1,861,646)	$ (540,962)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for services	(5,000)	6,500
Accumulated Depreciation		12,473
Depreciation & Amortization Expense	324,022
Changes in operating assets and liabilities
Accounts receivable	(630,596)	36,295
Inventory	(869,967)	(210,362)
Other Current Assets	53,412
Other Assets
Accounts payable	1,647,070	223,226
Accrued expenses	96,954	(2,651)
Other Current liabilities	(63,556)
Capitalized interest or penalty fees	121,086	82,583
Net Cash Provided by / (Used in) Operating Activities	(1,188,222)	(392,899)
INVESTING ACTIVITIES
Receivable - Related		(124,000)
Purchase of equipment, building & improvements & fixed assets	(35,687)	(3,816)
Goodwill and Intangible Assets
Net Cash Provided by / (Used In) Investing Activities	(35,687)	(127,816)
FINANCING ACTIVITIES
Proceeds from notes payable	669,600	179,000
Proceeds from notes payable - Related		97,620
Repayment of notes payable	(188,395)	72,796
Repayment of notes payable - Related	(125)
Proceeds from long-term loans	2,838,868
Repayment of long-term loans	(1,959,900)
Repayment of debt by Shares		(166,000)
Common Shares Issued for Cash
Shares Issued for Debt		171,051
Preferred Stocks issued	5,000
Prior period adjustment to retained earnings		3,846
Net Cash Provided by / (Used in) Financing Activities	1,365,048	358,312
NET INCREASE (DECREASE) IN CASH	141,139	(162,403)
CASH AT BEGINNING OF PERIOD	315,956	151,058
CASH AT END OF PERIOD	457,096	(11,345)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest and penalty fees	203,672	118,395
NON CASH FINANCING ACTIVITIES:
Issuance of shares for debt conversion		$ 171,051

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Nature of Operations

6 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

1. NATURE OF OPERATIONS

Pacific Ventures Group, Inc. (the “Company,” “we,” “us” or “our”) was incorporated under the laws of the state of Delaware on October 3, 1986, under the name AOA Corporation. On November 12, 1991, the Company changed its name to American Eagle Group, Inc. On October 22, 2012, the Company changed its name to “Pacific Ventures Group, Inc.”.

The current structure of the Company resulted from a share exchange with Snöbar Holdings, Inc. (“Snöbar Holdings”), which was treated as a reverse merger for accounting purposes. On August 14, 2015, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Snöbar Holdings, pursuant to which the Company acquired 100% of the issued and outstanding shares of Snöbar Holdings’ Class A and Class B common stock in exchange for 22,500,000 restricted shares of the Company’s common stock, while simultaneously issuing 2,500,000 restricted shares of the Company’s common stock to certain other persons, including for services provided and to a former officer of the Company (the “Share Exchange”).

As the result of the Share Exchange, Snöbar Holdings became the Company’s wholly owned operating subsidiary and the business of Snöbar Holdings became the Company’s sole business operations and MAS Global Distributors, Inc., a California corporation (“MGD”), became an indirect subsidiary of the Company.

Prior to the Share Exchange, the Company operated as an insurance holding company and through its subsidiaries, which marketed and underwrote specialized property and casualty coverage in the general aviation insurance marketplace. However, in 1997, after selling several of its divisions, the Company’s remaining insurance operations were placed into receivership and the Company ceased operating its insurance business.

Since the Share Exchange represented a change in control of the Company and a change in business operations, the Company’s business operations changed to that of Snöbar Holdings and the discussions of business operations accompanying this filing are solely that of Snöbar Holdings and its affiliates and subsidiaries comprising of Snöbar Trust, International Production Impex Corporation, a California corporation (“IPIC”) , and MGD.

Snöbar Holdings was formed under the laws of the State of Delaware on January 7, 2013. Snöbar Holdings is the trustor and sole beneficiary of Snöbar Trust, a California trust (“Trust”), which was formed in June 1, 2013. The current trustee that holds legal title to the Trust is Clark Rutledge, the father of Shannon Masjedi, the Company’s President, Chief Executive Officer, Interim Chief Financial Officer, Treasurer, and majority stockholder. The Trust owns 100% of the shares of IPIC, which was formed on August 2, 2001. IPIC is in the business of selling alcohol-infused ice cream and ice-pops and holds all of the rights to the liquor licenses to sell such products and trade names “Snöbar”. As such, the Trust holds all ownership interest of IPIC and its liquor licenses, permitting IPIC to sell its product to distributors, with all income, expense, gains and losses rolling up to the Trust, of which Snöbar Holdings is the sole beneficiary. Snöbar Holdings also owns 99.9% of the shares of MGD. MGD is in the business of selling and leasing freezers and providing marketing services. As a result of the foregoing, Snöbar Holdings is the primary beneficiary of all assets, liabilities and any income received from the business of the Trust and IPIC through the Trust and is the parent company of MGD.

The Trust and IPIC are considered variable interest entities (“VIEs”) and Snöbar Holdings is identified as the primary beneficiary of the Trust and IPIC. Under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Snöbar Holdings performs ongoing reassessments of whether it is the primary beneficiary of a VIE. As the assessment of Snöbar Holdings’ management is that Snöbar Holdings has the power to direct the activities of a VIE that most significantly impact the VIE’s activities (it is responsible for establishing and operating IPIC), and the obligation to absorb losses of the VIE that could potentially be significant to the VIE and the right to receive benefits from the VIE that could potentially be significant to the VIE’s economic performance, it was therefore concluded by management that Snöbar Holdings is the primary beneficiary of the Trust and IPIC. As such, the Trust and IPIC were consolidated in the financial statements of Snöbar Holdings since the inception of the Trust, in the case of the Trust, and since the inception of Snöbar Holdings, in the case of IPIC.

On May 1, 2018, Royalty Foods Partners, LLC – a Florida Limited Liability Corporation and a subsidiary of Pacific Ventures Group, Inc. – completed an asset acquisition of San Diego Farmers Outlet, Inc. (SDFO), a California Corporation. San Diego Farmers Outlet was started over thirty-five years ago to provide primarily restaurant customers in southern California’s three largest counties with quality food and produce and does business under the name of Farmers Outlet and San Diego Farmers Outlet.

On December 17, 2019, the Company completed an asset acquisition of Seaport Meat Company, (Seaport Meat), a California Corporation with over thirty (30) years in business servicing restaurant and retail, and institutional customers in Southern California and Arizona. Seaport Meat is a USDA meat processing plant that supplies quality meats, seafood, dry goods, dairy and produce. Seaport Meat Company built a state-of-the-art food distribution and manufacturing facility in Spring Valley, California and owns the land and the building. their 17,000 square foot facility is HACCP-compliant and is a USDA Licensed processing facility with on-site daily inspections. HACCP is a management system in which food safety is addressed through the analysis and control of biological, chemical, and physical hazards from raw material production, procurement and handling, to manufacturing, distribution and consumption of the finished product. Having a USDA certified facility allows consumers to be confident that the Food Safety and Inspection Service (FSIS), the public health agency in the USDA, ensured that meat and poultry products are safe, wholesome, and correctly labeled and packaged

The Company’s customers range from a wide variety of restaurants, including many well known in Southern CA, to institutions, schools (UCSD, SDSU, etc.) and re-distributors such as US Foods and Sysco as well as to local distributors. They supply wholesale food and restaurant supplies to San Diego, Los Angeles, Orange and Riverside and offer same day service. In addition, they have clients in Arizona and Colorado that come to their facility to pick up their orders.

Because Seaport Meat Company of America can efficiently add new product lines, they can easily expand the distribution of Pacific Ventures’ San Diego Farmers Outlet and SnoBar product line, thereby accelerating Pacific Ventures’ revenue growth. The combination of a distribution and product company is unique in the San Diego area and will position the company for rapid growth.

They manufacture and wholesale custom processed beef, pork, chicken, lamb, veal and seafood. In addition, they are redistributors of a wide variety of dry goods, frozen foods, disposables and janitorial products. Their sales, distribution and finance processes are very efficient and can be expanded to add new product lines, including fresh produce and dairy

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, Snöbar Holdings and its subsidiaries, in which Snöbar Holdings has a controlling voting interest and entities consolidated under the variable interest entities (“VIE”) provisions of ASC 810, “Consolidation” (“ASC 810”). Inter-company balances and transactions have been eliminated upon consolidation.

The Company applies the provisions of ASC 810 which provides a framework for identifying VIEs and determining when a company should include the assets, liabilities, non-controlling interests and results of activities of a VIE in its consolidated financial statements.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the Company, Snöbar Holdings, San Diego Farmers Outlet, MGD, IPIC and the Trust, which was established to hold IPIC, which in turn holds liquor licenses. All inter-company accounts have been eliminated during consolidation. See the discussion in Note 1 above for variable interest entity treatment of the Trust and IPIC.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criteria standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. The adoption of ASC 606 did not result in a change to the accounting for any of the in-scope revenue streams; as such, no cumulative effect adjustment was recorded.

Unearned Revenue

Certain amounts are received pursuant to agreements or contracts and may only be used in the conduct of specified transactions or the related services are yet to be performed. These amounts are recorded as unearned or deferred revenue and are recognized as revenue in the year/period the related expenses are incurred, or services are performed. As of June 30, 2020, the Company has $0 in deferred revenue. As of December 31, 2019, the Company also had $0 deferred revenue.

Leases

ASC 842, Leases, was required to be adopted for all financial years beginning after December 15, 2018 and requires long term leases (longer than 12 month) to be capitalized with a corresponding liability for the term of the lease and expensed over that term. Currently the Company has 2 long-term leases SDFO & Seaport Meat Company.

Shipping and Handling Costs

The Company’s shipping costs are all recorded as operating expenses for all periods presented.

Disputed Liabilities

The Company is involved in a variety of disputes, claims, and proceedings concerning its business operations and certain liabilities. We determine whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. We assess our potential liability by analyzing our litigation and regulatory matters using available information. We develop our views on estimated losses in consultation with outside counsel handling our defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in our determination as to an unfavorable outcome and result in the need to recognize a material accrual, or should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on our results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs. As of June 30, 2020, the Company has $0 in disputed liabilities on its balance sheet.

Cash Equivalents

The Company considers highly liquid instruments with original maturity of three months or less to be cash equivalents. As of June 30, 2020, the Company has a cash balance of $457,096 in cash and cash equivalents, compared to $315,957 at December 31, 2019.

Accounts Receivable

As of June 30, 2020, Accounts Receivable are stated at net realizable value of $1,849,842. This value includes an appropriate allowance for estimated uncollectible accounts. The allowance is calculated based upon the level of past due accounts and the relationship with and financial status of our customers. As of December 31, 2019, the Company wrote off $323 of bad debt expense. The Company wrote off $5,038 of bad debts during the six (6) months ended June 30, 2020, and thus has not set an allowance for doubtful accounts.

Inventories

Inventories are stated at the lower of cost or market value. Cost has been determined using the first-in, first-out method. Inventory quantities on-hand are regularly reviewed, and where necessary, reserves for excess and unusable inventories are recorded. Inventory consists of finished goods and includes ice cream, popsicles and the related packaging materials. As of December 31, 2019, the Company had total inventory assets of $830,504 consisting of $53,207 of San Diego Farmers Outlet, Inc.’s inventory assets of fresh produce and food products and $777,297 of Seaport Meat Company’s inventory assets of fresh and frozen proteins and seafood and all other restaurants supply items. As of June 30, 2020, the Company has $1,700,470 in inventories.

Income Taxes

Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net Income/(Loss) Per Common Share

Income/(loss) per share of common stock is calculated by dividing the net income/(loss) by the weighted average number of shares of common stock outstanding during the period. The Company has no potentially dilutive securities. Accordingly, basic and dilutive income/(loss) per common share are the same.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation and includes expenditures that substantially increase the useful lives of existing property and equipment. Maintenance, repairs, and minor renovations are expensed as incurred. Upon sale or retirement of property and equipment, the cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss is included in the results of operations. The Company provides for depreciation of property and equipment using the straight-line method over the estimated useful lives or the term of the lease, as appropriate. The estimated useful lives are as follows: vehicles, five years; office furniture and equipment, three to fifteen years; equipment, three years.

Identifiable Intangible Assets

As of June 30, 2020, the Company’s Identifiable Intangible Assets are as follows:

Intangible Assets

Identifiable Intangible Assets

Trade Name (San Diego Farmers Outlet) $193,000

Trade Name (Seaport Meat) $449,000

Wholesale Customer Relationships (San Diego Farmers Outlet) $266,000

Wholesale Customer Relationships (Seaport Meat) $2,334,239

Total Identifiable Intangible Assets $3,242,239

Goodwill

Assembled Workforce $21,000

Unidentified Intangible Value $470,000

Total Goodwill $491,000

Total Intangible Assets $3,733,239

Management does not believe that there is an impairment as of 2019.

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments, which include cash, accounts receivable, accounts payable, and accrued expenses are representative of their fair values due to the short-term maturity of these instruments.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company maintains cash balances at financial institutions within the United States which are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to limits of approximately $250,000. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash bank accounts.

Critical Accounting Policies

The Company considers revenue recognition and the valuation of accounts receivable, allowance for doubtful accounts, and inventory and reserves as its significant accounting policies. Some of these policies require management to make estimates and assumptions that may affect the reported amounts in the Company’s financial statements.

Recent Accounting Pronouncements

In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (the “SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted.

In April 2015, FASB issued ASU No. 2015-04, “Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets”, which permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted.

In April 2015, FASB issued ASU No. 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If such includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for it as a service contract. For public business entities, the ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2015, FASB issued ASU No. 2015-06, “Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions”, which specifies that, for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted.

In June 2014, FASB issued ASU No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application is permitted with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). Our company adopted this pronouncement.

In June 2014, FASB issued ASU No. 2014-12, “Compensation – Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition.

In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued).

All other newly issued accounting pronouncements which are not yet effective have been deemed either immaterial or not applicable.

We reviewed all other recently issued accounting pronouncements and determined these have no current applicability to the Company or their effect on the financial statements would not have been significant.

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Going Concern

6 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

3. GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has incurred a net loss of $1,861,646 for the six (6) months ended June 30, 2020 and has an accumulated deficit of $11,902,013 as of June 30, 2020.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure equity and/or additional debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited consolidated financial statements do not include any adjustments that might arise from this uncertainty.

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Inventories

6 Months Ended

Jun. 30, 2020

Inventory Disclosure [Abstract]

Inventories

4. INVENTORIES

As of June30, 2020, the Company had inventory assets for a total of $1,700,470. The Company had inventory assets of $830,504 as of December 31, 2019.

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Property, Plant and Equipment

6 Months Ended

Jun. 30, 2020

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at June 30, 2020 and December 31, 2019, consisted of:

	June 30, 2020			December 31, 2019
Computers	$	11,788		$	11,788
Office Furniture		14,390
Building & Improvement		25,000			25,000
Leashold Improvement		13,000
Forklift 1		3,000			3,000
Forklift 2		2,871			2,871
Truck 2018 Hino 155 5347		30,181			30,181
Truck 2018 Hino 155 5647		30,181			30,181
Truck 2018 Hino 155 5680		30,181			30,181
Truck 2019 Hino 155 3710		24,865			24,865
Truck 2019 Hino 155 7445		34,213			34,213
Machinery & Equipment		921,992			913,696
Office Equipment		62,400			62,400
Vehicles		409,108			409,108
Accumulated Depreciation		(332,729	)		(99,815	)
	$	1,280,441		$	1,477,668

Depreciation and Amortization expenses for the six (6) months ended June 30, 2020 was $324,022 compared to $12,473 for the same period of June 30, 2019.

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Accrued Expense

6 Months Ended

Jun. 30, 2020

Payables and Accruals [Abstract]

Accrued Expense

6. ACCRUED EXPENSE

As of June 30, 2020, the Company had accrued expenses of $957,868 compared to $714,962, for the year-end December 31, 2019.

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Income Tax

6 Months Ended

Jun. 30, 2020

Income Tax Disclosure [Abstract]

Income Tax

7. INCOME TAX

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

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Related Party Transactions

6 Months Ended

Jun. 30, 2020

Related Party Transactions [Abstract]

Related Party Transactions

8. RELATED PARTY TRANSACTIONS

The following table presents a summary of the Company’s promissory notes issued to related parties as of June 30, 2020:

Noteholder	Note Amount		Issuance Date	Unpaid Amount
S. Masjedi	$	150,000	12/10/2010	$	75,567
A. Masjedi		500,000	6/1/2013		325,948
M. Shenkman		10,000	2/21/2012		10,000
M. Shenkman		10,000	2/23/2012		10,000
M. Shenkman		10,000	3/14/2013		6,000
M. Shenkman (Entrust)		16,000	9/9/2014		16,000
	$	696,000		$	443,515

The following description represent note payable-related party transaction pre-Share Exchange that were assumed by the Company as a condition to the Share Exchange:

In January 2011, MGD, which is now a majority owned subsidiary of Snöbar Holdings, entered into an unsecured promissory note with Mrs. Masjedi, who is now the Company’s President, Chief Executive Officer, Interim Chief Financial Officer, director and majority stockholder. The note had a principal balance of $150,000 with an interest rate of 3% and has a maturity date of December 31, 2022. The balance of the note at June 30, 2020 was $75,567.

On February 21, 2012, Snöbar Holdings entered into an unsecured promissory note with Mr. Shenkman, who is Chairman of the Board of Directors and a shareholder of the Company. The note had a principal balance of $10,000 with an interest rate of 5% and is due on demand. The note’s maturity date has subsequently been extended to December 31, 2022. Interest against the note was extinguished in a subsequent extension of the term. The note had a principal balance of $10,000 as of June 30, 2020.

On February 23, 2012, Snöbar Holdings entered into a promissory note with Mr. Shenkman for $10,000, maturing in one year at an interest of 8%. The note has subsequently been extended to December 31, 2022. Interest under the note was extinguished in a subsequent extension of the term. The note had an outstanding balance of $10,000 as of June 30, 2020.

On March 14, 2013, Snöbar Holdings entered into an unsecured promissory note with a Mr. Shenkman, the Company’s Chairman of the Board of Directors. The note had a principal balance of $10,000 with an interest rate of 5% and an original maturity date of March 14, 2014, subsequently extended to December 31, 2022 with a lower interest rate of 2%/year. Mr. Shenkman also agreed to make all interest retroactive and deferred. The note had an outstanding balance of $6,000 as of June 30, 2020.

On June 1, 2013, Snöbar Holdings entered into a promissory note with Azizollah Masjedi, father-in-law to Shannon Masjedi who’s the Company’s President, Chief Executive Officer, Interim Chief Financial Officer, director and majority stockholder, in an amount of $500,000 to purchase all the shares and interests of IPIC. The note matured on June 31, 2017. As of June 30, 2020, the outstanding balance under this note was $325,948, which includes interest and penalty charges.

On September 9, 2014, Snobar Holdings entered into a second unsecured promissory note with Mr. Shenkman, through his affiliate company Entrust Group for a total amount of $6,000 and a third unsecured promissory note for a total amount of $10,000, both at an annual interest rate of 2%. No term was provided for in each note, but Mr. Shenkman has agreed to a maturity date of December 31, 2022 and the accrual of interest rates and deferral to maturity. The notes had an aggregate outstanding balance of $16,000 as of June 30, 2020.

As of December 31, 2019, the Company had total short-term notes payable of $1,362,605 and long-term notes payable of $8,669,129. As of June 30, 2020, the Company had total short-term notes payable of $1,228,563 and long-term notes payable of $10,217,696.

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Notes Payable

6 Months Ended

Jun. 30, 2020

Debt Disclosure [Abstract]

Notes Payable

9. NOTES PAYABLE

The following table presents a summary of the Company’s promissory notes issued to unrelated third parties as of June 30, 2020:

	Note Amount		Issuance Date	Balance
A. Rodriguez	$	86,821	3/14/13	$	86,821
A. Rodriguez		15,000	7/22/13		15,000
A. Rodriguez		10,000	2/21/14		10,000
Henry Mahgerefteh		144,000	2/15/15		143,699
TRA Capital		106,112	3 loans		106,112
BNA Inv		223,499	6 loans		223,499
Brian Berg		30,000	2/1/12		25,000
Classic Bev		73,473	5/1/17		317,274
JSJ, Investments		75,000	7/12/17		36,464
PNC, Inc.		2,876,509	12/19/20		1,405,500
TCA Global fund		2,150,000	5/1/18		2,784,688
TCA Global fund 2		3,000,000	12/17/19		5,734,587
SBA Loan		114,100	4/1/20		114,100
	$	9,108,514		$	11,002,744

The following description represent unrelated notes payable transactions pre-reverse merger between Snöbar and the Company that were assumed by the Company as a condition to the Share Exchange Agreement:

In February 2012, MGD entered into an unsecured promissory note with a certain unrelated party, now a shareholder of the Company for a principal balance of $30,000 at in interest rate of 8% per year and maturity date of August 1, 2014. The note’s maturity date has been extended to December 31, 2020 and the interest rate under the extinguished as part of the extension. The note had an outstanding balance of $25,000 as of June 30, 2020.

On March 14, 2013, Snöbar Holdings entered into an unsecured promissory note with a certain unrelated third party, now a shareholder of the Company. The note had a principal balance of $86,821 with an interest rate of 5% and had a maturity date of March 14, 2014. The note’s maturity date has subsequently been extended to February 1, 2020. The entire balance is owed and outstanding as of June 30, 2020.

On July 22, 2013, Snöbar Holdings entered into an unsecured promissory note with a certain unrelated third party. The note had a principal balance of $15,000 with an original interest rate of 5%. Maturity date has been extended to December 31, 2018, and interest rate has been reduced to 2%, and lender agreed to make all interest retroactive and deferred. The balance of the note was $15,000 as of June 30, 2020.

The following description represents unrelated note payable transactions post-merger between Snöbar and the Company:

On July 12, 2017, the issued a Convertible Promissory Note to JSJ Investments Inc. for total gross proceeds of $75,000. The company entered into a mutually agreed upon settlement agreement that called out for monthly payments of $3,359.90. All payments are current and the balance on the note as of June 30, 2020 was $36,464. There is no conversion feature to this settlement and only cash payment.

Effective September 30, 2017, the Company entered into amended promissory notes with BNA/TRA an unrelated third party in an amount of $372,500, one for $172,500, and four others for $50,000 each. All of the notes have an interest rate of 8% and had a maturity date of August 13, 2017 but have been extended to November 15, 2017 for a fee of $15,000. The notes had a principal outstanding balance of $329,611 as of June 30, 2020, including the $15,000 extension fee.

Over the past year Classic Beverage has periodically issued loans to the Company. The Company has agreed to pay interest 10% per year and has agreed on penalty fees if late on payments. The note is due on demand. The current balance is $317,274, including capitalized interest and penalty fees.

On May 1, 2018, Pacific Ventures Group entered into a secured promissory note with TCA Global Master Fund. The note was secured by interests in tangible and intangible property of Pacific Ventures Group. The effective interest rate on the note is 16%. The outstanding balance of the notes with TCA Global Fund for San Diego Farmers Outlet is $2,784,688 as of June 30, 2020.

On December 17, 2019 Pacific Ventures Group entered into a secured promissory note with TCA Special Situations Credit Strategies ICAV. The note was secured by interests in tangible and intangible property of Pacific Ventures Group. The effective interest rate is 16%. The total outstanding balance of the two (2) notes for Seaport Meat is $8,519,275 as of June 30, 2020.

As of December 31, 2019, the Company had short-term notes payable of $1,362,605 and long-term notes payable of $8,669,129.

As of June 30, 2020, the Company had short-term notes payable of $1,228,563 and long-term notes payable of $10,217,696.

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Stockholders' Equity

6 Months Ended

Jun. 30, 2020

Equity [Abstract]

Stockholders' Equity

10. 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, the Company acquired 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 restricted shares of the Company’s common stock to certain other persons (as set forth below).

There was 0 restricted shares of the Company’s common stock issued during the fiscal quarter ended June 301, 2020.

Common Stock and Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of its preferred stock, $0.001 par value per share. The Company designated 6,000,000 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. As of December 31, 2019, there were 6,000,000 shares of Series E Preferred Stock issued and outstanding. Additionally, Company has designated 10,000 shares of Series F Preferred Stock and 10,000 shares of the Series F Preferred Stock are issued and outstanding. Each share of Series F Preferred Stock is convertible into 0.1% of the issued and outstanding stock at the time of conversion.

From January 1, 2020 through June 30, 2020, the Company issued 0 shares of its common stock.

The Company is authorized to issue up to 900,000,000 shares of its common stock, $0.001 par value per share. Holders of common stock have one vote per share. As of June 30, 2019, and the same period in 2020, there were 275,858,986 and 1,142,781 shares of the Company’s common stock issued and outstanding, respectively. The June 30, 2020 common stock issued and outstanding shares reflect the 1-for-500 reverse stock split that occurred on Apr 13, 2020.

On April 13, 2020 the Company effected a 500 for 1 reverse split of its common stock. The number of authorized common shares remained 900,000,000.

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Commitments, Contingencies and Uncertainties

6 Months Ended

Jun. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments, Contingencies and Uncertainties

11. COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES

Operating Lease

The Company is currently obligated under two operating leases for office spaces and associated building expenses. Both leases are on a month-to-month basis at a monthly rate of $450 and $330, respectively.

SDFO operations are located at 10407 Friars Rd, San Diego, CA 92110, where they occupy an aggregate of approximately 10,000 square feet pursuant to leases. The 5-year leases are on an annual basis at a monthly rate of $6,000 per month.

Seaport Group Enterprise LLC is located at 2533 Folex Way, Spring Valley CA 91978, where they occupy an aggregate of approximately 17,000 square feet pursuant to the lease. The 5-year leases are on an annual basis starting at a monthly rate of $14,750.00 per month.

San Diego Farmers Outlet and Seaport Meat Company Operating Leases

The Company in May 1, 2018 assumed a lease agreement for a facility site and entered into a lease agreement for office space for San Diego Farmers Outlet. The lease has a term of five years expiring on April 30, 2023.

Future minimum lease payments, as set forth in the lease, are below:

YEAR	AMOUNT
2020	$	72,000
2021	$	72,000
2022	$	72,000
2023	$	24,000

The Company on December 1, 2019 entered into a lease agreement for a facility site for office space for Seaport Meat Company. The lease has a term of five years expiring on November 30, 2024.

Future minimum lease payments, as set forth in the lease, are below:

YEAR	AMOUNT
2020	$	177,000
2021	$	177,000
2022	$	177,000
2023	$	177,000
2024	$	162,250

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Subsequent Events

6 Months Ended

Jun. 30, 2020

Subsequent Events [Abstract]

Subsequent Events

12. 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.

We have evaluated events through August 19, 2020.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2020

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the Company, Snöbar Holdings, San Diego Farmers Outlet, MGD, IPIC and the Trust, which was established to hold IPIC, which in turn holds liquor licenses. All inter-company accounts have been eliminated during consolidation. See the discussion in Note 1 above for variable interest entity treatment of the Trust and IPIC.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criteria standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. The adoption of ASC 606 did not result in a change to the accounting for any of the in-scope revenue streams; as such, no cumulative effect adjustment was recorded.

Unearned Revenue

Unearned Revenue

Certain amounts are received pursuant to agreements or contracts and may only be used in the conduct of specified transactions or the related services are yet to be performed. These amounts are recorded as unearned or deferred revenue and are recognized as revenue in the year/period the related expenses are incurred, or services are performed. As of June 30, 2020, the Company has $0 in deferred revenue. As of December 31, 2019, the Company also had $0 deferred revenue.

Leases

Leases

ASC 842, Leases, was required to be adopted for all financial years beginning after December 15, 2018 and requires long term leases (longer than 12 month) to be capitalized with a corresponding liability for the term of the lease and expensed over that term. Currently the Company has 2 long-term leases SDFO & Seaport Meat Company.

Shipping and Handling Costs

Shipping and Handling Costs

The Company’s shipping costs are all recorded as operating expenses for all periods presented.

Disputed Liabilities

Disputed Liabilities

The Company is involved in a variety of disputes, claims, and proceedings concerning its business operations and certain liabilities. We determine whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. We assess our potential liability by analyzing our litigation and regulatory matters using available information. We develop our views on estimated losses in consultation with outside counsel handling our defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in our determination as to an unfavorable outcome and result in the need to recognize a material accrual, or should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on our results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs. As of June 30, 2020, the Company has $0 in disputed liabilities on its balance sheet.

Cash Equivalents

Cash Equivalents

The Company considers highly liquid instruments with original maturity of three months or less to be cash equivalents. As of June 30, 2020, the Company has a cash balance of $457,096 in cash and cash equivalents, compared to $315,957 at December 31, 2019.

Accounts Receivable

Accounts Receivable

As of June 30, 2020, Accounts Receivable are stated at net realizable value of $1,849,842. This value includes an appropriate allowance for estimated uncollectible accounts. The allowance is calculated based upon the level of past due accounts and the relationship with and financial status of our customers. As of December 31, 2019, the Company wrote off $323 of bad debt expense. The Company wrote off $5,038 of bad debts during the six (6) months ended June 30, 2020, and thus has not set an allowance for doubtful accounts.

Inventories

Inventories

Inventories are stated at the lower of cost or market value. Cost has been determined using the first-in, first-out method. Inventory quantities on-hand are regularly reviewed, and where necessary, reserves for excess and unusable inventories are recorded. Inventory consists of finished goods and includes ice cream, popsicles and the related packaging materials. As of December 31, 2019, the Company had total inventory assets of $830,504 consisting of $53,207 of San Diego Farmers Outlet, Inc.’s inventory assets of fresh produce and food products and $777,297 of Seaport Meat Company’s inventory assets of fresh and frozen proteins and seafood and all other restaurants supply items. As of June 30, 2020, the Company has $1,700,470 in inventories.

Income Taxes

Income Taxes

Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net Income/(Loss) Per Common Share

Net Income/(Loss) Per Common Share

Income/(loss) per share of common stock is calculated by dividing the net income/(loss) by the weighted average number of shares of common stock outstanding during the period. The Company has no potentially dilutive securities. Accordingly, basic and dilutive income/(loss) per common share are the same.

Property and Equipment

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation and includes expenditures that substantially increase the useful lives of existing property and equipment. Maintenance, repairs, and minor renovations are expensed as incurred. Upon sale or retirement of property and equipment, the cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss is included in the results of operations. The Company provides for depreciation of property and equipment using the straight-line method over the estimated useful lives or the term of the lease, as appropriate. The estimated useful lives are as follows: vehicles, five years; office furniture and equipment, three to fifteen years; equipment, three years.

Identifiable Intangible Assets

Identifiable Intangible Assets

As of June 30, 2020, the Company’s Identifiable Intangible Assets are as follows:

Intangible Assets

Identifiable Intangible Assets

Trade Name (San Diego Farmers Outlet) $193,000

Trade Name (Seaport Meat) $449,000

Wholesale Customer Relationships (San Diego Farmers Outlet) $266,000

Wholesale Customer Relationships (Seaport Meat) $2,334,239

Total Identifiable Intangible Assets $3,242,239

Goodwill

Assembled Workforce $21,000

Unidentified Intangible Value $470,000

Total Goodwill $491,000

Total Intangible Assets $3,733,239

Management does not believe that there is an impairment as of 2019.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments, which include cash, accounts receivable, accounts payable, and accrued expenses are representative of their fair values due to the short-term maturity of these instruments.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company maintains cash balances at financial institutions within the United States which are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to limits of approximately $250,000. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash bank accounts.

Critical Accounting Policies

Critical Accounting Policies

The Company considers revenue recognition and the valuation of accounts receivable, allowance for doubtful accounts, and inventory and reserves as its significant accounting policies. Some of these policies require management to make estimates and assumptions that may affect the reported amounts in the Company’s financial statements.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (the “SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted.

In April 2015, FASB issued ASU No. 2015-04, “Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets”, which permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted.

In April 2015, FASB issued ASU No. 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If such includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for it as a service contract. For public business entities, the ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2015, FASB issued ASU No. 2015-06, “Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions”, which specifies that, for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted.

In June 2014, FASB issued ASU No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application is permitted with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). Our company adopted this pronouncement.

In June 2014, FASB issued ASU No. 2014-12, “Compensation – Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition.

In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued).

All other newly issued accounting pronouncements which are not yet effective have been deemed either immaterial or not applicable.

We reviewed all other recently issued accounting pronouncements and determined these have no current applicability to the Company or their effect on the financial statements would not have been significant.

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Property, Plant and Equipment (Tables)

6 Months Ended

Jun. 30, 2020

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property, plant and equipment at June 30, 2020 and December 31, 2019, consisted of:

	June 30, 2020			December 31, 2019
Computers	$	11,788		$	11,788
Office Furniture		14,390
Building & Improvement		25,000			25,000
Leashold Improvement		13,000
Forklift 1		3,000			3,000
Forklift 2		2,871			2,871
Truck 2018 Hino 155 5347		30,181			30,181
Truck 2018 Hino 155 5647		30,181			30,181
Truck 2018 Hino 155 5680		30,181			30,181
Truck 2019 Hino 155 3710		24,865			24,865
Truck 2019 Hino 155 7445		34,213			34,213
Machinery & Equipment		921,992			913,696
Office Equipment		62,400			62,400
Vehicles		409,108			409,108
Accumulated Depreciation		(332,729	)		(99,815	)
	$	1,280,441		$	1,477,668

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Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2020

Related Party Transactions [Abstract]

Schedule of Promissory Notes Issued to Related Parties

The following table presents a summary of the Company’s promissory notes issued to related parties as of June 30, 2020:

Noteholder	Note Amount		Issuance Date	Unpaid Amount
S. Masjedi	$	150,000	12/10/2010	$	75,567
A. Masjedi		500,000	6/1/2013		325,948
M. Shenkman		10,000	2/21/2012		10,000
M. Shenkman		10,000	2/23/2012		10,000
M. Shenkman		10,000	3/14/2013		6,000
M. Shenkman (Entrust)		16,000	9/9/2014		16,000
	$	696,000		$	443,515

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Notes Payable (Tables)

6 Months Ended

Jun. 30, 2020

Debt Disclosure [Abstract]

Schedule of Promissory Notes Issued to Unrelated Third Parties

The following table presents a summary of the Company’s promissory notes issued to unrelated third parties as of June 30, 2020:

	Note Amount		Issuance Date	Balance
A. Rodriguez	$	86,821	3/14/13	$	86,821
A. Rodriguez		15,000	7/22/13		15,000
A. Rodriguez		10,000	2/21/14		10,000
Henry Mahgerefteh		144,000	2/15/15		143,699
TRA Capital		106,112	3 loans		106,112
BNA Inv		223,499	6 loans		223,499
Brian Berg		30,000	2/1/12		25,000
Classic Bev		73,473	5/1/17		317,274
JSJ, Investments		75,000	7/12/17		36,464
PNC, Inc.		2,876,509	12/19/20		1,405,500
TCA Global fund		2,150,000	5/1/18		2,784,688
TCA Global fund 2		3,000,000	12/17/19		5,734,587
SBA Loan		114,100	4/1/20		114,100
	$	9,108,514		$	11,002,744

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Commitments, Contingencies and Uncertainties (Tables)

6 Months Ended

Jun. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

Future minimum lease payments, as set forth in the lease, are below:

YEAR	AMOUNT
2020	$	72,000
2021	$	72,000
2022	$	72,000
2023	$	24,000

Future minimum lease payments, as set forth in the lease, are below:

YEAR	AMOUNT
2020	$	177,000
2021	$	177,000
2022	$	177,000
2023	$	177,000
2024	$	162,250

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Nature of Operations (Details Narrative) - shares	Aug. 14, 2015	Jun. 30, 2020
IPIC [Member]
Ownership percentage
MGD [Member]
Ownership percentage
Snobar Holdings, Inc [Member]
Acquisition percentage
Exchange for restricted shares to common stock, number of shares
Issuing shares of restricted common stock to certain other persons

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Deferred revenue	$ 0	$ 0
Disputed liabilities	0
Cash and cash equivalents	457,096	315,957
Accounts receivable	1,849,842	1,290,637
Bad debts	5,038	323
Inventories	1,700,470	830,504
Total identifiable intangible assets	3,242,239
Total goodwill	491,000
Total intangible assets	3,589,263	3,680,371
Federal deposit insurance corporation (FDIC), amount	250,000
Assembled Workforce [Member]
Total goodwill	21,000
Unidentified Intangible Value [Member]
Total goodwill	$ 470,000
Vehicles [Member]
Estimated useful lives	5 years
Office Furniture and Equipment [Member] | Minimum [Member]
Estimated useful lives	3 years
Office Furniture and Equipment [Member] | Maximum [Member]
Estimated useful lives	15 years
Equipment [Member]
Estimated useful lives	3 years
San Diego Farmers Outlet, Inc [Member] | Trade Name [Member]
Total identifiable intangible assets	$ 193,000
San Diego Farmers Outlet, Inc [Member] | Wholesale Customer Relationships [Member]
Total identifiable intangible assets	266,000
San Diego Farmers Outlet, Inc [Member] | Fresh Produce and Food Products [Member]
Inventories		53,207
Seaport Meat Company's [Member] | Trade Name [Member]
Total identifiable intangible assets	449,000
Seaport Meat Company's [Member] | Wholesale Customer Relationships [Member]
Total identifiable intangible assets	$ 2,334,239
Seaport Meat Company's [Member] | Fresh and Frozen Proteins and Seafood and all Other Restaurants Supply Items [Member]
Inventories		$ 777,297

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Going Concern (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (1,074,090)	$ (237,529)	$ (1,861,646)	$ (540,962)
Accumulated deficit	$ (11,902,013)		$ (11,902,013)		$ (10,040,367)

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Inventories (Details Narrative) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Inventory assets	$ 1,700,470	$ 830,504

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Property, Plant and Equipment (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 162,130	$ 5,997	$ 324,022	$ 12,473

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Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Computers	$ 11,788	$ 11,788
Office Furniture	14,390
Building & Improvement	25,000	25,000
Leasehold Improvement	13,000
Forklift 1	3,000	3,000
Forklift 2	2,871	2,871
Truck 2018 Hino 155 5347	30,181	30,181
Truck 2018 Hino 155 5647	30,181	30,181
Truck 2018 Hino 155 5680	30,181	30,181
Truck 2019 Hino 155 3710	24,865	24,865
Truck 2019 Hino 155 7445	34,213	34,213
Machinery & Equipment	921,992	913,696
Office Equipment	62,400	62,400
Vehicles	409,108	409,108
Accumulated Depreciation	(332,729)	(99,815)
Property, plant and equipment, net	$ 1,280,441	$ 1,477,668

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Accrued Expense (Details Narrative) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Accrued expenses	$ 957,868	$ 714,962

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Related Party Transactions (Details Narrative) - USD ($)						1 Months Ended
	Sep. 09, 2014	Jun. 01, 2013	Mar. 14, 2013	Feb. 23, 2012	Feb. 21, 2012	Jan. 31, 2011	Jun. 30, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Short-term notes payable							$ 827,048	$ 1,022,364
Long-term notes payable							10,175,696	8,627,129
Related Party Transactions [Member]
Related Party Transaction [Line Items]
Short-term notes payable							1,228,563	1,362,605
Long-term notes payable							10,217,696	$ 8,669,129
Unsecured Promissory Note [Member] | Snobar Holdings, Inc [Member] | Mrs. Masjedi [Member]
Related Party Transaction [Line Items]
Note, principal balance						$ 150,000	75,567
Note, interest rate						3.00%
Debt maturity date						Dec. 31, 2022
Unsecured Promissory Note [Member] | Snobar Holdings, Inc [Member] | Mr. Shenkman [Member]
Related Party Transaction [Line Items]
Note, principal balance					$ 10,000		10,000
Note, interest rate					5.00%
Debt maturity date					Dec. 31, 2022
Promissory Note [Member] | Snobar Holdings, Inc [Member] | Mr. Shenkman [Member]
Related Party Transaction [Line Items]
Note, principal balance				$ 10,000			10,000
Note, interest rate				8.00%
Debt maturity date				Dec. 31, 2022
Promissory Note [Member] | Snobar Holdings, Inc [Member] | Azizolla Masjedi [Member]
Related Party Transaction [Line Items]
Note, principal balance		$ 500,000					325,948
Debt maturity date		Jun. 30, 2017
Unsecured Promissory Note One [Member] | Snobar Holdings, Inc [Member] | Mr. Shenkman [Member]
Related Party Transaction [Line Items]
Note, principal balance			$ 10,000				6,000
Note, interest rate			5.00%
Debt maturity date			Dec. 31, 2022
Maturity date description			An original maturity date of March 14, 2014, subsequently extended to December 31, 2022 with a lower interest rate of 2%/year.
Unsecured Promissory Note One [Member] | Snobar Holdings, Inc [Member] | Mr. Shenkman [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Note, interest rate			2.00%
Second Unsecured Promissory Note [Member] | Snobar Holdings, Inc [Member] | Mr. Shenkman [Member]
Related Party Transaction [Line Items]
Note, principal balance	$ 6,000
Note, interest rate	2.00%
Debt maturity date	Dec. 31, 2022
Third Unsecured Promissory Note [Member] | Snobar Holdings, Inc [Member] | Mr. Shenkman [Member]
Related Party Transaction [Line Items]
Note, principal balance	$ 10,000
Note, interest rate	2.00%
Debt maturity date	Dec. 31, 2022
Second and Third Unsecured Promissory Note [Member] | Snobar Holdings, Inc [Member] | Mr. Shenkman [Member]
Related Party Transaction [Line Items]
Note, principal balance							$ 16,000

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Related Party Transactions - Schedule of Promissory Notes Issued to Related Parties (Details) - USD ($)	6 Months Ended
	Jun. 30, 2020	Sep. 30, 2017
Note Amount	$ 9,108,514
Related Parties [Member]
Note Amount	696,000
Unpaid Amount	443,515
Promissory Note One [Member]
Note Amount		$ 172,500
S. Masjedi [Member] | Promissory Note [Member]
Note Amount	$ 150,000
Issuance Date	Dec. 10, 2010
Unpaid Amount	$ 75,567
A. Masjedi [Member] | Promissory Note [Member]
Note Amount	$ 500,000
Issuance Date	Jun. 01, 2013
Unpaid Amount	$ 325,948
M. Shenkman [Member] | Promissory Note One [Member]
Note Amount	$ 10,000
Issuance Date	Feb. 21, 2012
Unpaid Amount	$ 10,000
M. Shenkman [Member] | Promissory Note Two [Member]
Note Amount	$ 10,000
Issuance Date	Feb. 23, 2012
Unpaid Amount	$ 10,000
M. Shenkman [Member] | Promissory Note Three [Member]
Note Amount	$ 10,000
Issuance Date	Mar. 14, 2013
Unpaid Amount	$ 6,000
M. Shenkman [Member] | Promissory Note Four [Member]
Note Amount	$ 16,000
Issuance Date	Sep. 09, 2014
Unpaid Amount	$ 16,000

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Notes Payable (Details Narrative) - USD ($)				1 Months Ended
	Jul. 12, 2017	Jul. 22, 2013	Mar. 14, 2013	Sep. 30, 2017	Feb. 28, 2012	Jun. 30, 2020	Dec. 31, 2019
Promissory note						$ 9,108,514
Short-term notes payable						827,048	$ 1,022,364
Long-term notes payable						10,175,696	8,627,129
Classic Beverage [Member]
Principal balance						$ 317,274
Interest rate						10.00%
TCA Global Fund [Member]
Interest rate						16.00%
Secured promissory note						$ 2,784,688
TCA Special Situations Credit Strategies ICAV [Member]
Interest rate						16.00%
Secured promissory note						$ 8,519,275
Unsecured Promissory Note [Member] | MGD [Member]
Principal balance					$ 30,000
Interest rate					8.00%
Debt maturity date					Dec. 31, 2020
Promissory note						25,000
Unsecured Promissory Note [Member] | Unrelated Third Party [Member]
Principal balance			$ 86,821
Interest rate			5.00%
Debt maturity date			Feb. 01, 2020
Unsecured Promissory Note One [Member] | Unrelated Third Party [Member]
Principal balance		$ 15,000
Interest rate		5.00%
Debt maturity date		Dec. 31, 2018
Promissory note						15,000
Reduced interest rate		2.00%
Convertible Promissory Note [Member] | JSJ Investments Inc [Member]
Promissory note						36,464
Proceeds from convertible promissory note	$ 75,000
Debt periodic payment on interest	$ 3,360
Promissory Note [Member] | Unrelated Third Party [Member]
Principal balance						329,611
Interest rate				8.00%
Debt maturity date				Nov. 15, 2017
Promissory note				$ 372,500
Maturity date description				All of the notes have an interest rate of 8% and had a maturity date of August 13, 2017 but have been extended to November 15, 2017 for a fee of $15,000.
Debt instrument fees				$ 15,000		15,000
Promissory Note One [Member]
Promissory note				172,500
Promissory Note Four Others [Member]
Promissory note				$ 50,000
Notes Payable [Member]
Short-term notes payable						1,228,563	1,362,605
Long-term notes payable						$ 10,217,696	$ 8,669,129

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Notes Payable - Schedule of Promissory Notes Issued to Unrelated Third Parties (Details)	6 Months Ended
	Jun. 30, 2020 USD ($)
Note Amount	$ 9,108,514
Balance	11,002,744
A. Rodriguez [Member] | Promissory Note [Member]
Note Amount	$ 86,821
Issuance Date	Mar. 14, 2013
Balance	$ 86,821
A. Rodriguez One [Member] | Promissory Note [Member]
Note Amount	$ 15,000
Issuance Date	Jul. 22, 2013
Balance	$ 15,000
A. Rodriguez Two [Member] | Promissory Note [Member]
Note Amount	$ 10,000
Issuance Date	Feb. 21, 2014
Balance	$ 10,000
Henry Mahgerefteh [Member] | Promissory Note [Member]
Note Amount	$ 144,000
Issuance Date	Feb. 15, 2015
Balance	$ 143,699
TRA Capital [Member] | Promissory Note [Member]
Note Amount	$ 106,112
Number of loans issuance date, description	3 loans
Balance	$ 106,112
BNA Inv [Member] | Promissory Note [Member]
Note Amount	$ 223,499
Number of loans issuance date, description	6 loans
Balance	$ 223,499
Brian Berg [Member] | Promissory Note [Member]
Note Amount	$ 30,000
Issuance Date	Feb. 01, 2012
Balance	$ 25,000
Classic Bev [Member] | Promissory Note [Member]
Note Amount	$ 73,473
Issuance Date	May 01, 2017
Balance	$ 317,274
JSJ, Investments [Member] | Promissory Note [Member]
Note Amount	$ 75,000
Issuance Date	Jul. 12, 2017
Balance	$ 36,464
PNC, Inc. [Member] | Promissory Note [Member]
Note Amount	$ 2,876,509
Issuance Date	Dec. 19, 2020
Balance	$ 1,405,500
TCA Global Fund [Member] | Promissory Note [Member]
Note Amount	$ 2,150,000
Issuance Date	May 01, 2018
Balance	$ 2,784,688
TCA Global fund 2 [Member] | Promissory Note [Member]
Note Amount	$ 3,000,000
Issuance Date	Dec. 17, 2019
Balance	$ 5,734,587
SBA Loan [Member] | Promissory Note [Member]
Note Amount	$ 114,100
Issuance Date	Apr. 01, 2020
Balance	$ 114,100

XML

Stockholders' Equity (Details Narrative) - $ / shares			6 Months Ended
	Apr. 13, 2020	Aug. 14, 2015	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2019
Stock issued during period, shares, restricted stock			0
Preferred stock, shares authorized			10,000,000	10,000,000
Preferred stock, par value			$ 0.001	$ 0.001
Preferred stock voting rights, description			The voting rights equal to 10 shares of common stock.
Number of common stock issued			0
Common stock, shares authorized	900,000,000		900,000,000	900,000,000
Common stock, par value			$ 0.001	$ 0.001
Common stock voting rights, description			Holders of common stock have one vote per share
Common stock, shares issued			1,142,781		275,858,986
Common stock, shares outstanding			1,142,781		275,858,986
Reverse stock split description	500 for 1 reverse split
Series E Preferred Stock [Member]
Series E preferred stock, shares issued			6,000,000	6,000,000
Series E preferred stock, shares outstanding			6,000,000	6,000,000
Series F Preferred Stock [Member]
Series E preferred stock, shares issued			10,000	10,000
Series E preferred stock, shares outstanding			10,000	10,000
Preferred stock convertible percentage			0.10%
Share Exchange Agreement [Member] | Snobar Holdings' shareholders [Member]
Share exchange agreement, description		(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, the Company acquired 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 restricted shares of the Company's common stock to certain other persons
Stock issued during period, shares, restricted stock		22,500,000
Share Exchange Agreement [Member] | Snobar Holdings' shareholders [Member] | Restricted Common Stock [Member]
Stock issued during period, shares, restricted stock		2,500,000

XML

Commitments, Contingencies and Uncertainties (Details Narrative)	6 Months Ended
	Jun. 30, 2020 USD ($) ft² Integer
Number of operating leases | Integer	2
Operating lease payment	$ 450
Building expenses	$ 330
San Diego Farmers Outlet, Inc [Member]
Area of Land | ft²	10,000
Operating lease term	5 years
Operating lease, liability, payments monthly	$ 6,000
Lease expiration date	Apr. 30, 2023
Seaport Meat Company's [Member]
Area of Land | ft²	17,000
Operating lease term	5 years
Operating lease, liability, payments monthly	$ 14,750
Lease expiration date	Nov. 30, 2024

XML

Commitments, Contingencies and Uncertainties - Schedule of Future Minimum Rental Payments for Operating Leases (Details)	Jun. 30, 2020 USD ($)
San Diego Farmers Outlet, Inc [Member]
2020	$ 72,000
2021	72,000
2022	72,000
2023	24,000
Seaport Meat Company's [Member]
2020	177,000
2021	177,000
2022	177,000
2023	177,000
2024	$ 162,250