10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2015

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

For the transition period from __________ to __________

Commission File Number 000-54584

Pacific Ventures Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware                                                                                              75-2100622

(State or other jurisdiction of                                                            (IRS Employer Identification No.)

incorporation or organization)

200 Camelia Court,  Vero Beach,  Florida

     32963

  (Address of principal executive offices)

 (Zip Code)

(772) 231-1244

 (Registrant’s telephone number, including area code)

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

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

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

Large Accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer  ¨

Smaller reporting company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X]   No [  ]

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

384,031 shares of $0.001 par value common stock on August 14, 2015

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

Pacific Ventures Group, Inc.

FINANCIAL STATEMENTS

June 30, 2015

The unaudited financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made. These financial statements should be read in conjunction with the accompanying notes, and with the historical financial information of the Company.

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PACIFIC VENTURES GROUP, INC.

Balance Sheets

		June 30,		December, 31
		2015		2014
Assets		(unaudited)
Current Assets:
Cash	$	—	$	—
Total Current Assets		—		—
Total assets	$	—	$	—
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities:
Accounts payable	$	11,059	$	7,471
Notes Payable		20,522		14,576
Notes Payable due to officer		800		400
Interest Payable		343		173
Interest Payable due to officer		10		6
Total current liabilities		32,734		22,626
Stockholders’ equity (deficit):
Preferred Stock, 10,000,000 shares      authorized, $0.001 par value:
Series E Preferred stock, 1,000,000 shares      authorized, issued and outstanding		1,000		1,000
Common stock, $0.001 par value;      100,000,000 shares authorized; 384,031      shares issued and outstanding		384		384
Additional paid-in capital		47,075,200		47,075,200
Accumulated earnings (deficit)		(47,109,318)		(47,099,210)
Total stockholder’s equity (deficit)		(32,734)		(22,626)
Total liabilities and stockholders’ equity (deficit)	$	—	$	—

The accompanying notes are an integral part of these financial statements.

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PACIFIC VENTURES GROUP, INC.

Statements of Operations

(unaudited)

		For the Three Months Ended June 30, 2015		For the Three Months Ended June 30, 2014		For the Six Months Ended June 30, 2015		For the Six Months Ended June 30, 2014
Revenue	$	-	$	-	$	-	$	-
Operating expenses:
General and administrative		9,534		5,588		9,934		10,027
Total operating expenses		9,534		5,588		9,934		10,027
Loss from operations		(9,534)		(5,588)		(9,934)		(10,027)
Other Income (Expense)
Interest income		-		-		-		-
Interest expense		(99)		(46)		(174)		(57)
Total other income (expense)		(99)		(46)		(174)		(57)
Net income (loss)	$	(9,633)	$	(5,634)	$	(10,108)	$	(10,084)
Net income (loss) per share of common stock	$	(0.03)	$	(0.01)	$	(0.03)	$	(0.03)
Weighted average number of common shares		384,031		384,031		384,031		384,031

The accompanying notes are an integral part of these financial statements.

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PACIFIC VENTURES GROUP, INC.

Statements of Cash Flows

(unaudited)

		For the Six Months Ended June 30, 2015		For the Six Months Ended June 30, 2014
Cash flows from operating activities:
Net income (loss)	$	(10,108)	$	(10,084)
Adjustments to reconcile net loss to net cash used by operating activities
Changes in operating assets and liabilities:
Increase (decrease) in accounts         payable		3,588		2,748
Increase (decrease) in accrued         interest		174		57
Net cash used in operating activities		(6,346)		(7,279)
Cash flows from financing activities:
Proceeds - related party payable		400		400
Proceeds from notes payable		5,946		6,872
Net cash provided by financing activities		6,346		7,272
Net change in cash		-		(7)
Cash, beginning of period		-		7
Cash, end of period	$	-	$	-
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income Taxes	$	-	$	-
Interest	$	-	$	-

The accompanying notes are an integral part of these financial statements.

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Pacific Ventures Group, Inc.

Notes to Unaudited Financial Statements

June 30, 2015

Note 1: Basis of Presentation and Summary of Significant Accounting Policies

Organization – Pacific Ventures Group, Inc. (the “Company” or “Pacific Ventures”) 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.

Going Concern – The Company’s financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated any revenue for several years and the sole officer and director of the Company has provided capital to pay prior and current obligations. The Company requires additional capital to continue its limited operations. Furthermore, the Company’s officer and director serves without compensation. The Company assumes that these arrangements and the availability of future capital sources will continue into the future, but no assurance thereof can be given. A change in these circumstances would have a material adverse effect on the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Income Taxes

The Company utilizes the liability method of accounting for income taxes as set forth in ASC 740-20, “Accounting for Income Taxes.” Under the liability method, deferred taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

Estimates

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

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company considers all highly-liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

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Pacific Ventures Group, Inc.

Notes to Unaudited Financial Statements

June 30, 2015

(continued)

Revenue Recognition

The Company plans to recognize revenue when the following four conditions are present: (1) persuasive evidence of an agreement exists, (2) the price is fixed or determinable, (3) delivery has occurred or services are rendered, and (4) collection is reasonably assured.

Income (Loss) Per Common Share

Income (Loss) per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the periods presented. The Company has no potentially dilutive securities. Accordingly, basic and dilutive loss per common share are the same.

Fair Value

The carrying values of cash and cash equivalents, and accounts payable and accrued liabilities approximate their fair values because of the short-term maturity of these financial instruments.

Recently Issued Accounting Pronouncements

The Company has reviewed recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

Note 2: Income Taxes

Due to losses at June 30, 2015 and 2014, the Company had no income tax liability. At June 30, 2015 and 2014, the Company had available unused operating loss carry forwards of approximately $134,599 and $118,278, respectively, which may be applied against future taxable income and which expire in various years through 2035.

The amount of and ultimate realization of the benefits from the operating loss carry forwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined at this time. Because of the uncertainty surrounding the realization of the loss carry forwards, the Company has established a valuation allowance equal to the tax effect of the loss carry forwards and, therefore, no deferred tax asset has been recognized for the loss carry forwards. The net deferred tax assets are approximately $50,205 and $48,118 as of June 30, 2015 and 2014, respectively, with an offsetting valuation allowance of the same amount resulting in a change in the valuation allowance of approximately $3,771 during the six months ended June 30, 2015.

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Pacific Ventures Group, Inc.

Notes to Unaudited Financial Statements

June 30, 2015

(continued)

Components of income tax are as follows:

		Six Months Ended June 30
		2015		2014
Current	$	-	$	-
Federal		-		-
State		-		-
		-		-
Deferred		-		-
	$	-	$	-

A reconciliation of the provision for income tax expense with the expected income tax computed by applying the federal statutory income tax rate to income before provision for income taxes as follows:

		Six Months Ended June 30
		2015		2014
Income tax computed at
Federal statutory tax rate of 34%	$	(3,437)	$	(3,429)
State taxes (net of federal benefit) of 3.3%		(334)		(332)
Deferred taxes and other		3,771		3,761
	$	-	$	-

The Company has no tax positions at June 30, 2015 and 2014, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the period ended June 30, 2015 and 2014, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at June 30, 2015 and 2014. Under the rules of the Internal Revenue Service, the Company's tax returns for the previous three years remain open for examination.

Note 3: Capital Stock

Preferred Stock and Common Stock – The Company’s Board of Directors is expressly granted the authority to issue, without stockholder action, the authorized shares of the Company’s preferred and common stock. The Board of Directors may issue shares and determine the powers, preferences, limitations, and relative rights of any class of shares before the issuance thereof.

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Pacific Ventures Group, Inc.

Notes to Unaudited Financial Statements

June 30, 2015

(continued)

Preferred Stock – On October 22, 2012, the Company filed a Restated and Amended Certificate of Incorporation increasing the authorized Preferred Stock to 10,000,000 shares, par value $.001 per share.

Series E Preferred Stock was authorized October 2006 for up to 1,000,000 shares. Under the rights, preferences and privileges of the Series E Preferred Stock, the holders of the preferred stock receive a 10 to 1 voting preference over common stock. Accordingly, for every share of Series E Preferred Stock held, the holder received the voting rights equal to 10 shares of common stock. The Series E Preferred Stock is not convertible into any other class of stock of the Company and has no preference to dividends or liquidation rights. As of June 30, 2015, and December 31, 2014, there were 1,000,000 Series E Preferred shares outstanding.

Common Stock – On October 22, 2012, the Company filed a Restated and Amended Certificate of Incorporation increasing the authorized common stock to 100,000,000 shares, par value $.001 per share. Effective November 8, 2012, there was a reverse split of the issued and outstanding common stock of the Company on a basis of fifty (50) to one (1). All fractional shares were rounded up to the nearest whole share, with no shareholder falling below 100 shares. There were 43,089 shares issued for rounding. The effects of which have been included in these financial statements as if the split had occurred at the beginning of the first period presented. As of June 30, 2015, and December 31, 2014, there were 384,031 shares of common stock outstanding.

Note 4: Related Party Transactions

On March 31, 2014, Brett Bertolami, the sole officer and director of the Company converted advanced money to the Company into a promissory note for $400. On March 31, 2015, Mr. Bertolami converted an additional $400 advanced to the Company into a promissory note. All of the money was used to pay operating expenses. The notes accrue interest at 2% annually until repaid.

For 2015 and 2014, the sole officer and director of the Company has provided office space at no cost to the Company.

Note 5: Notes Payable

On March 31, 2014, Brett Bertolami, the sole officer and director of the Company converted advanced money to the Company into a promissory note for $400. On March 31, 2015, Mr. Bertolami converted an additional $400 advanced to the Company into a promissory note. All of the money was used to pay operating expenses. The notes accrue interest at 2% annually until repaid. The balance of the notes payable, with interest, is $810.

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Pacific Ventures Group, Inc.

Notes to Unaudited Financial Statements

June 30, 2015

(continued)

From December, 2013, to June 30, 2015, the Company has borrowed funds from a private corporation to pay operating expenses. These amounts were converted into the following promissory notes. The balance of the notes payable, with interest, is $20,865 at June 30, 2015.

Date	Principal Amount	Interest Rate Until Paid
June 30, 2015	$4,500	2%
March 31, 2015	$1,446	2%
September 30, 2014	$5,630	2%
April 1, 2014	$2,500	2%
March 31, 2013	$4,372	2%
December 31, 2013	$2,074	2%

Note 6: 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 our financial statements and the required disclosures for such events.

Share Exchange

On August 14, 2015, the Company entered into that certain Share Exchange Agreement ("Exchange Agreement") with Snobar Holdings, Inc., a Delaware corporation ("Snobar"), and the shareholders of Snobar ("Snobar Shareholders") who hold of record (i) at least 99% and up to 100% of the total issued and outstanding shares of Snobar’s Class A Common Stock (“Snobar Class A Common Stock”) and (ii) 100% of the total issued and outstanding shares of Snobar’s Class B Common Stock (“Snobar Class B Common Stock”). In accordance with the terms and provisions of the Exchange Agreement, the Company shall acquire (i) at least 99% and up to 100% of the total issued and outstanding shares of Snobar Class A Common Stock and (ii) 100% of the total issued and outstanding shares of Snobar Class B Common Stock from the Snobar Shareholders, thus making Snobar a majority-owned subsidiary or wholly-owned subsidiary, in exchange for the issuance to the Snobar Shareholders of at least 22,285,000 and up to 22,500,000 shares of restricted common stock of the Company (the "Exchange") for each share of common stock of Snobar while simultaneously issuing 2,500,000 shares of restricted common stock of the Company (“Other Issuance”) to certain other persons (“Other Persons”).

An initial closing date (“Initial Closing Date”) is anticipated to close by no later than August 31, 2015 but in no event before the Exchange Agreement has been signed by Snobar Shareholders holding at least 80% of the shares of SNO common stock outstanding. Subsequent to the Initial Closing Date, the Company may complete one or more additional Closings to complete the exchanges provided for in

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the Exchange Agreement to allow the Company to complete the acquisition of at least 99% and up to 100% of the SNO common stock for a period of up to 30 days after the Initial Closing Date.  Upon completion of this part of the acquisition, Snobar will become our majority-owned or wholly-owned subsidiary and the Company’s pro-forma shares of common stock outstanding giving effect to the acquisition of Snobar is expected to be approximately at least 25,172,000 and up to 25,387,000 shares of common stock of the company outstanding with at least 22,285,000 and up to 22,500,000 shares or approximately 89% thereof owned by the Snobar Shareholders and 1,000,000 shares of the Company's Series E Preferred Stock" (with a 10 to 1 voting preference over common stock) with 100% thereof owned by a Snobar Shareholder, namely Shannon Masjedi.

Also in accordance with the terms and provisions of the Exchange Agreement: (i) Bob Smith shall be appointed as the Chief Executive Officer and a member of the Board of Directors of the Company; (ii) Shannon Masjedi shall be appointed as the President and Secretary and a member of the Board of Directors of the Company; (iii) Marc Shenkman shall be appointed as the Executive Vice President and a member of the Board of Directors of the Company; and (iv) Brett Bertolami shall resign from all of his positions as an officer of the Company, including, but not limited to, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President and Secretary, and as a member of the Board of Directors of the Company.

Thus, the share exchange will represent a change in control of the Company and a change in business operations. Therefore, based on the change in control of the Company, the business operations of the Company will change to that of Snobar. Snobar is the sole beneficiary of Snobar Trust, a California trust ("Trust"). The Trust owns 100% of the shares of International Production Impex Corporation, a California corporation ("IPIC"). IPIC is the owner of the licenses and trade names "Snobar" and is in the business of selling and distributing alcohol-infused ice creams and ice-pops through its distributors (the "Business"). As a result of the foregoing chain of ownership, Snobar is the beneficiary of all assets, liabilities and any income received from the Business of IPIC.

Through the operations of IPIC, Snobar produces and distributes through third party manufacturers and distributors Snobar alchohol infused popsicles, whichare original frozen beverage alcohol bars similar to popsicles on a stick, but created in a way that they are made with premium liquors, such as tequila and vodka. Margarita, Cosmopolitan and Mojito are just a few of the manufactured cocktails that currently exist in the market. The alcohol freezing technology of Snobar can be applied to almost any cocktail/alcohol type and mixture, presenting significant market potential and an almost unlimited variety of quality flavors and employment of premium brands.

In addition, through the operations of IPIC, Snobar produces and distributes through third party manufacturers and distributors Snobar alchohol infused Ice Cream products, whichare premium quality ice cream and sorbets that are also distilled spirit cocktails containing 20-30% quality liqueurs and liquors. Currently, there are 50 different Liquor Ice Cream flavors in development in classic ice cream drink flavors such as Irish Cream Ice Cream, Mojito Sorbet, Sherry Ice Cream, Brandy Alexander and Strawberry Margarita Sorbet.

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Snobar products have been through extensive consumer testing across all age groups and sexes over 21 years of age. According to the results of the consumer testing, there is a large untapped market potential for frozen alcohol desserts.

The foregoing is a summary description of the terms and conditions of the Exchange Agreement and does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement, which is filed as Exhibits 10.1 to this Quarterly Report on Form 10-Q and incorporated by reference herein.

As permitted by Form 8-K, upon the initial closing occurring on August 31, 2015, the Company anticipates filing a Form 8-K on September 4, 2015 pertaining to the consummation of the Share Exchange, including Form 10 information as required by Item 2.01 of Form 8-K.

Amendment to Bylaws

Pursuant to authorization of the Board as permitted by the Delaware General Corporation Law and the provisions of the Company’s bylaws (“Bylaws”), the Bylaws were amended (the “Bylaws Amendment”) effective as of August 14, 2015 to reflect a change in the name of the Company to Pacific Ventures Group, Inc. (the “Company”). The Bylaws Amendment replaces all references in the Bylaws to American Eagle Group, Inc. with references to Pacific Ventures Group, Inc. A copy of the Bylaws Amendment is attached to this Quarterly Report on Form 10-Q as Exhibit 3 (iii).

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Special Note Regarding Forward-Looking Statements

This periodic report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Plan of Operations provided below, including information regarding the Company’s financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities, and the plans and objectives of management. The statements made as part of the Plan of Operations that are not historical facts are hereby identified as "forward-looking statements."

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the unaudited Financial Statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions. The Company believes there have been no significant changes during the six month period ended June 30, 2015, to the items disclosed as significant accounting policies in management's Notes to the Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

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Corporate History

Pacific Ventures Group, Inc. (“Pacific Ventures” or the “Company”) was incorporated under the laws of the State of Delaware on October 3, 1986. Pacific Ventures operated as an insurance holding company that, through its subsidiaries, marketed and underwrote specialized property and casualty coverage in the general aviation insurance marketplace. Historically, the Company's business has been organized into three divisions. 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 Company terminated its business operations, management has been focused on settling debts and closing outstanding operations.

Since the termination of its prior business, the Company has had no operations other than seeking an acquisition or merger to bring an operating entity into the Company. The Company does not propose to restrict its search for a business opportunity to any particular industry or geographical area and may, therefore, engage in essentially any business in any industry. The Company has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions, and other factors.

The selection of a business opportunity in which to participate is complex and risky. Additionally, the Company has only limited resources and may find it difficult to locate goodopportunities. There can be no assurance that the Company will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Company and its stockholders. The Company will select any potential business opportunity based on management's business judgment.

Currently, the Company is in the process of investigating potential business ventures which, in the opinion of management, will provide a source of eventual profit to the Company. Such involvement may take many forms, including the acquisition of an existing business or the acquisition of assets to establish subsidiary businesses. At this time, the Company’s management has been focused on investigating whether there are merger and acquisition activities in certain targeted industries. To this end, management has focused on the medical and “green” energy industries. These efforts have been focused on discussions with management in these industries and research.

The Company is not currently conducting any business, nor has it conducted any business for several years. Therefore, it does not possess products or services, distribution methods, competitive business positions, or major customers. The Company does not possess any unexpired patents or trademarks and any and all of its licensing and royalty agreements from the insurance it sought to market in the past have since expired, and are not currently valid. The Company does not employ any employees.

The activities of the Company are subject to several significant risks which arise primarily as a result of the fact that the Company has no specific business and may acquire or participate in a business opportunity based on the decision of management which potentially could act without the consent, vote, or approval of the Company's stockholders. The risks faced by the Company are further increased as a result of its lack of resources and its inability to provide a prospective business opportunity with significant capital.

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Plan of Operations

Overview:

The Company has not received any revenue from operations in each of the last two fiscal years. The Company’s current operations have consisted of taking such action as management believes necessary to prepare to seek an acquisition or merger with an operating entity. Current and prior officers and directors of the Company have financed the Company's current operations, which have consisted primarily of maintaining in good standing the Company's corporate status, in fulfilling its filing requirements with the Securities and Exchange Commission, including the audit of its financial statements, and in changing the marketplace of its securities.

The financial statements contained in this interim report have been prepared assuming that the Company will continue as a going concern. The Company is not engaged in any revenue producing activities and has not established any source of revenue other than described herein. These factors raise substantial doubt that the Company will be able to continue as a going concern even though management believes that sufficient funding is available to meet its operating needs during the next twelve months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks associated with the plan of operations:

In its search for a business opportunity, management anticipates that the Company will incur additional costs for legal and accounting fees to locate and complete a merger or acquisition. Other than previously discussed, the Company does not have any revenue producing activities whereby it can meet the financial requirements of seeking a business opportunity. As of June 30, 2015, the Company has approximately $32,734 in current liabilities, and may further obligate itself as it pursues its plan of operations.  There can be no assurance that the Company will receive any benefits from the efforts of management to locate a business opportunity.

The Company does not propose to restrict its search for a business opportunity to any particular industry or geographical area and may, therefore, attempt to acquire any business in any industry. The Company has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions, and other factors. Consequently, if and when a business opportunity is selected, such business opportunity may not be in an industry that is following general business trends.

The selection of a business opportunity in which to participate is complex and risky. Additionally, the Company has only limited resources and this fact may make it more difficult to find any such opportunities. There can be no assurance that the Company will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Company and its stockholders. The Company will select any potential business opportunity based on management's business judgment. The Company may acquire or participate in a business opportunity based on the decision of management that potentially could act without the consent, vote, or approval of the Company's stockholders.

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Since its inception, the Company has not generated any revenue and it is unlikely that any revenue will be generated until such time as the Company locates a business opportunity to acquire or with which it can merge. However, the Company is not restricting its search to those business opportunities that have profitable operations. Even though a business opportunity is acquired that has revenues or gross income, there is no assurance that profitable operations or net income will result therefrom. Consequently, even though the Company may be successful in acquiring a business opportunity, such acquisition does not assume that a profitable business opportunity is being acquired or that stockholders will benefit through an increase in the market price of the Company's common stock.

The acquisition of a business opportunity, no matter what form it may take, will almost assuredly result in substantial dilution for the Company's current stockholders. Inasmuch as the Company only has its equity securities (its common and preferred stock) as a source to provide consideration for the acquisition of a business opportunity, the Company's issuance of a substantial portion of its authorized common stock is the most likely method for the Company to consummate an acquisition. The issuance of any shares of the Company's common stock will dilute the ownership percentage that current stockholders have in the Company.

The Company does not intend to employ anyone in the future, unless its present business operations were to change. At the present time, management does not believe it is necessary for the Company to have an administrative office and utilizes the mailing address of the Company's president for business correspondence.

Liquidity and Capital Resources

As of June 30, 2015, the Company had a negative $32,734 in working capital with assets of $0 and liabilities of $32,734. If the Company cannot find a new business, it will have to seek additional capital either through the sale of its shares of common stock or through a loan from its officer, stockholders or others. The Company has only incidental ongoing expenses primarily associated with maintaining its corporate status and professional fees associated with accounting and legal costs. The Company will be in need of additional funds to pay ongoing expenses.

Management anticipates that the Company will incur more costs including legal and accounting fees to locate and complete a merger or acquisition. At the present time the Company does not have the assets to meet these financial requirements. Additionally, the Company does not have substantial assets to entice potential business opportunities to enter into transactions with the Company.

It is unlikely that any revenue will be generated until the Company locates a business opportunity that it may acquire or with which it may merge. Management of the Company will be investigating various business opportunities. These efforts may cost the Company not only out of pocket expenses for its management but also expenses associated with legal and accounting costs. There can be no guarantee that the Company will receive any benefits from the efforts of management to locate business opportunities.

If and when the Company locates a business opportunity, management of the Company will give consideration to the dollar amount of that entity’s profitable operations and the adequacy of its

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working capital in determining the terms and conditions under which the Company would consummate such an acquisition. Potential business opportunities, no matter which form they may take, will most likely result in substantial dilution for the Company's stockholders as it has only limited capital and no operations.

Results of Operations

For the three months ended June 30, 2015, the Company had a net loss of $9,633 compared to a net loss for the three months ended June 30, 2014, of $5,634. For the six months ended June 30, 2015, the Company had a net loss of $10,108 compared to a net loss for the six months ended June 30, 2014, of $10,084.  The Company had no revenue during the three or six months ended June 30, 2015. The Company does not anticipate any revenue until it locates a new business opportunity. The decrease in operating loss for the six months ended June 30, 2015 compared to June 30, 2014 is insignificant.

Off-balance sheet arrangements

The Company does not have any off-balance sheet arrangements and it is not anticipated that the Company will enter into any off-balance sheet arrangements.

Forward-looking Statements

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on behalf of the Company. The Company and its representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this Quarterly Report and other filings with the Securities and Exchange Commission and in reports to the Company’s stockholders. Management believes that all statements that express expectations and projections with respect to future matters, as well as from developments beyond the Company’s control including changes in global economic conditions are forward-looking statements within the meaning of the Act. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and business performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Factors that may affect forward-looking statements include a wide range of factors that could materially affect future developments and performance, including the following:

Changes in Company-wide strategies, which may result in changes in the types or mix of businesses in which our Company is involved or chooses to invest; changes in U.S., global or regional economic conditions, changes in U.S. and global financial and equity markets, including significant interest rate fluctuations, which may impede the Company’s access to, or increase the cost of, external financing for our operations and investments; increased competitive pressures, both domestically and internationally, legal and regulatory developments, such as regulatory actions affecting environmental activities, the imposition by foreign countries of trade restrictions and changes in international tax laws or currency controls; adverse weather conditions or natural disasters, such as hurricanes and earthquakes, labor disputes, which may lead to increased costs or disruption of operations.

16

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

NA-Smaller Reporting Company

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Mr. Bertolami, the CEO and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based onthat evaluation, he concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the CEO and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Changes in internal control over financial reporting

There have been no changes in internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

None

17

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

The Company has not sold any restricted securities during the three months ended June 30, 2015.

Use of Proceeds of Registered Securities

None; not applicable.

Purchases of Equity Securities by Us and Affiliated Purchasers

During the three months ended June 30, 2015, the Company has not purchased any equity securities nor have any officers or directors of the Company.

ITEM 3. Defaults Upon Senior Securities

The Company is not aware of any defaults upon senior securities.

ITEM 4. Mine Safety Disclosures

None; not applicable.

ITEM 5. Other Information.

Subsequent Events

Share Exchange

On August 14, 2015, the Company entered into that certain Share Exchange Agreement ("Exchange Agreement") with Snobar Holdings, Inc., a Delaware corporation ("Snobar"), and the shareholders of Snobar ("Snobar Shareholders") who hold of record (i) at least 99% and up to 100% of the total issued and outstanding shares of Snobar’s Class A Common Stock (“Snobar Class A Common Stock”) and (ii) 100% of the total issued and outstanding shares of Snobar’s Class B Common Stock (“Snobar Class B Common Stock”). In accordance with the terms and provisions of the Exchange Agreement, the Company shall acquire (i) at least 99% and up to 100% of the total issued and outstanding shares of Snobar Class A Common Stock and (ii) 100% of the total issued and outstanding shares of Snobar Class B Common Stock from the Snobar Shareholders, thus making Snobar a majority-owned subsidiary or wholly-owned subsidiary, in exchange for the issuance to the Snobar Shareholders of at least 22,285,000 and up to 22,500,000 shares of restricted common stock of the Company (the "Exchange") for each share of common stock of Snobar while simultaneously issuing 2,500,000 shares of restricted common stock of the Company (“Other Issuance”) to certain other persons (“Other Persons”).

An initial closing date (“Initial Closing Date”) is anticipated to close by no later than August 31, 2015 but in no event before the Exchange Agreement has been signed by Snobar Shareholders holding at least 80% of the shares of SNO common stock outstanding. Subsequent to the Initial Closing Date, the Company may complete one or more additional Closings to complete the exchanges provided for in

18

the Exchange Agreement to allow the Company to complete the acquisition of at least 99% and up to 100% of the SNO common stock for a period of up to 30 days after the Initial Closing Date.  Upon completion of this part of the acquisition, Snobar will become our majority-owned or wholly-owned subsidiary and the Company’s pro-forma shares of common stock outstanding giving effect to the acquisition of Snobar is expected to be approximately at least 25,172,000 and up to 25,387,000 shares of common stock of the company outstanding with at least 22,285,000 and up to 22,500,000 shares or approximately 89% thereof owned by the Snobar Shareholders and 1,000,000 shares of the Company's Series E Preferred Stock" (with a 10 to 1 voting preference over common stock) with 100% thereof owned by a Snobar Shareholder, namely Shannon Masjedi.

Also in accordance with the terms and provisions of the Exchange Agreement: (i) Bob Smith shall be appointed as the Chief Executive Officer and a member of the Board of Directors of the Company; (ii) Shannon Masjedi shall be appointed as the President and Secretary and a member of the Board of Directors of the Company; (iii) Marc Shenkman shall be appointed as the Executive Vice President and a member of the Board of Directors of the Company; and (iv) Brett Bertolami shall resign from all of his positions as an officer of the Company, including, but not limited to, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President and Secretary, and as a member of the Board of Directors of the Company.

Thus, the share exchange will represent a change in control of the Company and a change in business operations. Therefore, based on the change in control of the Company, the business operations of the Company will change to that of Snobar. Snobar is the sole beneficiary of Snobar Trust, a California trust ("Trust"). The Trust owns 100% of the shares of International Production Impex Corporation, a California corporation ("IPIC"). IPIC is the owner of the licenses and trade names "Snobar" and is in the business of selling and distributing alcohol-infused ice creams and ice-pops through its distributors (the "Business"). As a result of the foregoing chain of ownership, Snobar is the beneficiary of all assets, liabilities and any income received from the Business of IPIC.

Through the operations of IPIC, Snobar produces and distributes through third party manufacturers and distributors Snobar alchohol infused popsicles, whichare original frozen beverage alcohol bars similar to popsicles on a stick, but created in a way that they are made with premium liquors, such as tequila and vodka. Margarita, Cosmopolitan and Mojito are just a few of the manufactured cocktails that currently exist in the market. The alcohol freezing technology of Snobar can be applied to almost any cocktail/alcohol type and mixture, presenting significant market potential and an almost unlimited variety of quality flavors and employment of premium brands.

In addition, through the operations of IPIC, Snobar produces and distributes through third party manufacturers and distributors Snobar alchohol infused Ice Cream products, whichare premium quality ice cream and sorbets that are also distilled spirit cocktails containing 20-30% quality liqueurs and liquors. Currently, there are 50 different Liquor Ice Cream flavors in development in classic ice cream drink flavors such as Irish Cream Ice Cream, Mojito Sorbet, Sherry Ice Cream, Brandy Alexander and Strawberry Margarita Sorbet.

19

Snobar products have been through extensive consumer testing across all age groups and sexes over 21 years of age. According to the results of the consumer testing, there is a large untapped market potential for frozen alcohol desserts.

The foregoing is a summary description of the terms and conditions of the Exchange Agreement and does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement, which is filed as Exhibits 10.1 to this Quarterly Report on Form 10-Q and incorporated by reference herein.

As permitted by Form 8-K, upon the initial closing occurring on August 31, 2015, the Company anticipates filing a Form 8-K on September 4, 2015 pertaining to the consummation of the Share Exchange, including Form 10 information as required by Item 2.01 of Form 8-K.

Amendment to Bylaws

Pursuant to authorization of the Board as permitted by the Delaware General Corporation Law and the provisions of the Company’s bylaws (“Bylaws”), the Bylaws were amended (the “Bylaws Amendment”) effective as of August 14, 2015 to reflect a change in the name of the Company to Pacific Ventures Group, Inc. (the “Company”). The Bylaws Amendment replaces all references in the Bylaws to American Eagle Group, Inc. with references to Pacific Ventures Group, Inc. A copy of the Bylaws Amendment is attached to this Quarterly Report on Form 10-Q as Exhibit 3 (iii).

ITEM 6. Exhibits

a) Index of Exhibits:

Exhibit

Table #

Title of Document

Location

3 (i)

Restated and Amended Certificate of Incorporation

This filing

3 (ii)

Bylaws

Incorporated by reference*

3 (iii)

Amendment to Bylaws

This filing

4

Specimen Stock Certificate

This filing

10.1

Share Exchange Agreement, dated August 14, 2015,

by and among Pacific Ventures Group, Inc., Snobar

Holdings, Inc., and certain shareholders of Snobar

Holdings, Inc.

This filing

11

Computation of loss per share

Notes to financial statements

31

Rule 13a-14(a)/15d-14a(a) Certification – CEO & CFO

This filing

20

32

Section 1350 Certification – CEO & CFO

This filing

101.INS

 XBRL Instance

101.XSD 

XBRL Schema

101.CAL

 XBRL Calculation

101.DEF

 XBRL Definition

101.LAB

XBRL Label

101.PRE

XBRL Presentation

* Incorporated by reference from the Company's registration statement on Form 10 filed with the Commission, SEC File No. 000-54584.

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.

(Registrant)

Dated: August 14, 2015

By: /s/Brett Bertolami

Brett Bertolami

CEO, Principal Financial Officer

21

EX-3

EX-3

Converted by EDGARwiz

EX-4

EX-10

SHARE  EXCHANGEAGREEMENT

DatedAugust  14,2015

byand  among

PACIFIC VENTURES GROUP, INC.,

a Delaware corporation

astheAcquiror  and  Parent

and

SNÖBAR HOLDINGS, INC.,

a Delaware corporation

and

THE  SHAREHOLDERS OF

SNÖBAR HOLDINGS, INC.

[EXECUTION COPY]

TABLEOF CONTENTS

ARTICLE I REPRESENTATIONS, COVENANTS, AND WARRANTIES OF SNO AND THE SHAREHOLDERS	PAGE 1
Section 1.01 Incorporation	1
Section 1.02 Authorized Shares and Capital	2
Section 1.03 Subsidiaries and Predecessor Corporations	2
Section 1.04 Financial Statements	2
Section 1.05 Information	3
Section 1.06 Options or Warrants	3
Section 1.07 Absence of Certain Changes or Events	3
Section 1.08 Litigation and Proceedings	3
Section 1.09 Contracts	4
Section 1.10 Compliance With Laws and Regulations	4
Section 1.11 Approval of Agreement	4
Section 1.12 SNO Schedules	4
Section 1.13 Valid Obligation	4
Section 1.14 Investment Representations	5
Section 1.15 Leak Out Agreements	7
ARTICLE II REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY	7
Section 2.01 Organization	7
Section 2.02 Capitalization	7
Section 2.03 Subsidiaries and Predecessor Corporations	7
Section 2.04 SEC Reports and Compliance	7
Section 2.05 Information	8
Section 2.06 Options or Warrants	8
Section 2.07 Absence of Certain Changes or Events	8
Section 2.08 Litigation and Proceedings	9
Section 2.09 Contracts	9
Section 2.10 No Conflict With Other Instruments	9
Section 2.11 Compliance With Laws and Regulations	9
Section 2.12 Approval of Agreement	10
Section 2.13 Material Transactions or Affiliations	10
Section 2.14 The Company Schedules	10
Section 2.15 Valid Obligation	10
Section 2.16 Financial Statements	10
Section 2.17 Shell Company	10
Section 2.18 DTC Eligible	10
Section 2.19 Anti-Dilution	11
Section 2.20 Registration Rights	11
ARTICLE III SHARE EXCHANGE	11
Section 3.01 The Exchange and Other Issuance	11
Section 3.02 Closing	11
Section 3.03 Series E Preferred Stock Transfer	12

Section 3.04 Closing Events	12
Section 3.05 Termination	12
ARTICLE IV SPECIAL COVENANTS	12
Section 4.01 Access to Properties and Records	12
Section 4.02 Delivery of Books and Records	12
Section 4.03 Third Party Consents and Certificates	12
Section 4.04 Actions Prior to Closing	12
ARTICLE V CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY	13
Section 5.01  Accuracy of Representations and Performance of Covenants	13
Section 5.02 Officer’s Certificate	13
Section 5.03 Good Standing	14
Section 5.04 Minimum SNO Shareholders	14
Section 5.05 No Governmental Prohibition	14
Section 5.06 Consents	14
Section 5.07 Other Items	14
ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF SNO AND THE SNO SHAREHOLDERS	14
Section 6.01 Accuracy of Representations and Performance of Covenants	14
Section 6.02 Officer’s Certificate	14
Section 6.03 Good Standing	14
Section 6.04 No Governmental Prohibition	15
Section 6.05 Approval by the Company Board of Directors	15
Section 6.06 Consents	15
Section 6.07 Shareholder Report	15
Section 6.08 Other Items	15
ARTICLE VII MISCELLANEOUS	15
Section 7.01 Brokers	15
Section 7.02 Governing Law	15
Section 7.03 Notices	16
Section 7.04 Attorney’s Fees	16
Section 7.05 Confidentiality	16
Section 7.06 Public Announcements and Filings	16
Section 7.07 Schedules; Knowledge	16
Section 7.08 Third Party Beneficiaries	16
Section 7.09 Expenses	17
Section 7.10 Entire Agreement	17
Section 7.11 Survival; Termination	17
Section 7.12 Counterparts	17
Section 7.13 Amendment or Waiver	17
Section 7.14 Best Efforts	17

EXHIBITS

Exhibit A–

Shareholders’ Signature Pages

Exhibit B–

Other Issuance

Exhibit C–

Restated Certificate of Incorporation and Bylaws

SHARE EXCHANGE AGREEMENT

THIS SHAREEXCHANGEAGREEMENT (hereinafter referredtoasthis“Agreement”) is entered intoas

ofthis14^thdayofAugust2015,byandbetweenPACIFICVENTURESGROUP,INC.,aDelawarecorporation(the

  “Company”),with officesat200 Camelia Court, Vero Beach, Florida 32963andSNÖBARHOLDINGS,INC.,a

Delaware corporation (“SNO’’), with offices at 117 West 9th Street, Suite 423, Los Angeles, California 90015 and

the shareholdersof SNOsetforthon Composite ExhibitA(the“SNOShareholders”),upon the followingpremises:

Premises

WHEREAS,  theCompany  isa  publiclyheldcorporation  organized  under  thelawsofthe  State  of

Delaware;

WHEREAS, SNO is a privately-held company organized under the laws of Delaware;

WHEREAS,theCompanyagreestoacquireatleast21,285,000andupto21,500,000sharesofSNO’s

ClassACommonStock,parvalue$0.001pershare(“SNOClassACommonStock”),and1,000,000sharesof

  SNO’s Class BCommon Stock, par value $0.001 per share (“SNOClass BCommon Stock”; together with “SNO

  Class A Common Stock”, referred to herein as “SNO Common Stock”), (collectively, representing between 99%

to100%ofSNO’sissuedandoutstandingcommonstock)fromtheSNOShareholdersinexchangeforthe

issuanceofatleast22,285,000andupto22,500,000shares(“ExchangeShares”)oftheCompany’scommon

  stock,parvalue  $0.01pershare(“Company  CommonStock”)foreachshare  ofSNOCommonStock(the

  “Exchange”)withasimultaneousissuanceof2,500,000shares(“OtherIssuedShares”)oftheCompanyCommon

  Stock(“OtherIssuance”)tocertain otherpersonsaslistedonExhibit B hereto(“OtherPersons”) inexchangefor,

amongotherthings,theforgivenessofdebtowedbytheCompanytoOtherPersons.OntheClosingDate(as

defined in Section3.02 herein), the SNOShareholders willbecomeshareholders of the Company andSNO will

becomeamajorityownedorwholly-ownedsubsidiaryoftheCompany.ImmediatelyaftertheExchange, Other

Issuance and other transactions setforth herein, there will be atleast25,172,000andupto25,387,000shares of

theCompanyCommonStockoutstandingwithatleast22,285,000andupto22,500,000sharesor

approximately 89% thereof owned bythe SNO Shareholders and 1,000,000shares ofthe Company’s SeriesE

PreferredStockwith100%thereofowned by a SNOShareholder,namely ShannonMasjedi;and

WHEREAS, for Federal income tax purposes, it is intended that the Exchange qualifyas a reorganization

  under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

Agreement

NOWTHEREFORE,onthestatedpremisesandforandinconsiderationofthemutualcovenantsand

agreements hereinafter set forth and the mutual benefits to the parties to be derived herefrom, and intending to be

legally bound hereby, it is hereby agreed as follows:

ARTICLE I

REPRESENTATIONS, COVENANTS, ANDWARRANTIESOF SNOAND THE SHAREHOLDERS

Asaninducementto,andtoobtaintherelianceoftheCompany,exceptassetforthintheSNO

Schedules(as hereinafterdefined),SNOrepresentsandwarrants totheCompanythatas ofthedatehereof

and theClosing Date(ashereinafter defined),asfollows:

Section1.01Incorporation.   SNO is a company duly organized, validly existing, and in good

standing under the laws ofDelaware andhas the corporate power and is duly authorized under all applicable laws,

regulations, ordinances, and orders of public authorities to carry on its business in allmaterial respects asit isnow

being conducted. Included in the SNO Schedules isacomplete and correct copyofthe Certificate of Incorporation

of  SNO  as  in  effect  onthe  datehereof.    The  execution  anddelivery  ofthisAgreement  doesnot,  andthe

consummationofthetransactionscontemplatedherebywillnot,violateanyprovisionofSNO’sCertificateof

- 1 -

Incorporation.SNOhastaken allactionsrequired bylaw, itsCertificate ofIncorporation, or otherwise toauthorize

the execution, deliveryand performanceof this Agreement. SNO has full power, authority, and legal capacity and

hastaken allactionrequiredbylaw,it’sCertificateofIncorporation, andotherwisetoconsummatethetransactions

hereincontemplated.

Section 1.02

Authorized Shares and Capital.  The authorized capitalstockof the SNOconsists

of:(i)30,000,000sharesofClassACommonStock,parvalue$0.001pershare,ofwhich21,500,000sharesare

issuedandoutstanding;(ii)10,000,000sharesofClassBCommonStock,parvalue$0.001pershare,ofwhich

1,000,000sharesareissuedandoutstanding;and(iii)10,000,000sharesofpreferredstock,parvalue$0.001per

share,noneofwhichareissuedandoutstandingandallofwhichareundesignated.Theissuedandoutstanding

sharesofClassACommonStock,ClassBCommonStock andpreferredstockarevalidly issued,fully paid,and

non-assessable,werenotissuedinviolationofthepreemptiveorotherrightsofanyperson,andwereissuedpursuant

to a valid registration, or a valid exemption fromregistration, under the Securities Act of 1933, as amended, and all

applicablestatesecuritieslaws.SNOhasnoobligationtoissueanyadditionalClassACommonStock,ClassB

CommonStock,preferredstockorsecuritiesconvertibleorexchangeableforClassACommonStock,ClassB

Common Stock,preferredstock,oroptionsorwarrantsforthepurchaseof(a)anyClassACommon Stock,ClassB

Common Stock or preferred stock or (b) any securities convertible into or exchangeable for any Class A Common

Stock, Class B Common Stock or preferred stock. There are no outstanding rights to either demand registration of

anyClassACommonStock,ClassBCommonStockorpreferredstockundertheSecuritiesActof1933,as

amended,ortosellanyClassACommonStock,ClassBCommonStockorpreferredstockinconnectionwithsuch

a registration of Class ACommon Stock, Class BCommon Stockor preferred stock.

Section 1.03

Subsidiaries and Predecessor Corporations.  SNO does nothave any predecessor

corporation(s),nosubsidiaries,anddoes notown, beneficiallyor of record,any shares of anyother corporation.

Section 1.04

Financial Statements.

(a)

PriortoClosing,  SNO  shallprovidetheCompanywithSNO’sbalance  sheetsasof

December  31,2014andDecember31,2013,andtherelatedstatementsofoperations,stockholders’

equityandcashflowsfortheperiodsendedDecember31,2014andDecember31,2013preparedin

accordancewithGAAPandauditedbyaPCAOBindependent  auditor(the“SNO2014  and  2013

Financial  Statements”).

(b)

Prior to Closing,SNOshallprovidetheCompanywith SNO’sbalancesheetas of June

30,2015,andtherelatedstatementsofoperations,stockholders’equityandcashflowsfortheperiod

endedJune  30,  2015prepared  in  accordance  with  GAAPandreviewed,butnotaudited,bya

PCAOB independent auditor (the “SNOJune2015Financial Statements”;togetherwiththeSNO2014

and 2013 Financial Statements, referred to herein as “SNO Financial Statements”).

(c)

Allsuchfinancialstatementsshallbepreparedinaccordancewithgenerally

acceptedaccounting  principlesconsistently  applied  throughout  the  periods  involved.  The  SNO

balancesheetsshallbetrueandaccurateandpresentfairlyasoftheirrespectivedatesthefinancial

conditionofSNO.  Asofthedateofsuchbalancesheets,exceptasandtotheextentreflectedor

reservedagainsttherein,SNOshallhavenoliabilitiesorobligations(absoluteorcontingent)which

shouldbereflectedinthebalancesheetsorthenotestheretopreparedinaccordancewithgenerally

acceptedaccountingprinciples,andallassetsreflectedthereinwillbeproperly reportedand present

fairlythevalueoftheassetsofSNO,inaccordancewithgenerallyacceptedaccountingprinciples.

Thestatementsofoperations,stockholders’equityand cashflowswillreflectfairlytheinformation

required  tobe  setforththerein  by  generally  accepted accounting  principles.

(d)

SNO has duly and punctually paid all Governmentalfees and taxes which it has become

liabletopay and has dulyallowed for alltaxes reasonably foreseeable and isunderno liabilitytopay any

penaltyorinterestin connectionwithany claimforgovernmentalfeesortaxesandSNOhasmadeany

andallproper declarationsandreturnsfortaxpurposes andallinformation contained insuchdeclarations

- 2 -

and returns istrue and complete and full provision or reserves have been made in its financial statements

for allGovernmentalfeesand taxes.

(e)

Thebooksandrecords,  financialandotherwise,ofSNOareinall  materialaspects

complete  and  correct  andhave  been  maintained  inaccordance  with  good  business  and  accounting

practices.

(f)

AllofSNO’sassetsarereflected onitsfinancial statements,and,exceptassetforthinthe

SNOSchedulesor thefinancialstatementsof SNOor the notes thereto,SNO has nomaterialliabilities,

directorindirect,maturedorunmatured,contingentorotherwise.

Section 1.05

Information.Theinformation concerning SNO setforth inthis Agreement and in

the SNO Schedules is complete and accurate in allmaterial respects and doesnot contain anyuntrue statement of a

materialfactoromittostateamaterialfactrequiredtomakethestatementsmade,inlightofthecircumstancesunder

whichtheyweremade,notmisleading.Inaddition,SNOhasfullydisclosedin writingtotheCompany(through

this Agreement orthe SNO Schedules) all information relatingto matters involving SNO or its assets or its present

or pastoperations or activities which (i) indicated or may indicate,inthe aggregate, the existence of a greater than

$10,000liability,(ii)haveledormayleadtoacompetitive disadvantageonthepartofSNOor(iii)eitheraloneorin

aggregationwithotherinformationcoveredbythisSection,otherwisehaveled ormayleadtoa materialadverse

effect onSNO,its assets, orits operations oractivities as presently conductedor as contemplatedto beconducted

aftertheClosingDate,including,butnotlimitedto,informationrelatingtogovernmental,employee,environmental,

litigation and securities mattersandtransactionswith affiliates.

Section 1.06

OptionsorWarrants.     Therearenoexistingoptions,warrants,calls,or

commitmentsofany characterrelatingtotheauthorizedand unissuedstock of SNO.

Section 1.07

AbsenceofCertain Changes orEvents.SinceJune30,2015 orsuchotherdateas

provided forherein:

(a)

there  has  not  been  any  material  adverse  change  in  the  business,  operations,

properties, assets,orcondition(financialorotherwise)ofSNO;

(b)

SNO hasnot(i)amendeditsCertificateofIncorporationsinceformation;(ii)declared

or made,oragreedtodeclareormake,anypaymentofdividendsordistributionsofanyassetsofany

kind whatsoevertostockholdersor purchasedor redeemed,oragreedtopurchaseor redeem,anyofits

shares;(iii)made  anymaterial  change  initsmethod  ofmanagement,operation  oraccounting;  (iv)

enteredinto anyothermaterialtransaction otherthan salesintheordinarycourseofitsbusiness; or(v)

made  anyincrease  in  or  adoption  of  anyprofit  sharing,  bonus,  deferred  compensation,  insurance,

pension, retirement,orotheremployeebenefitplan,payment, orarrangementmadeto,for,orwithits

officers, directors,oremployees; and

(c)

SNO hasnot(i)grantedoragreedtograntanyoptions,warrantsorotherrightsforits

stocks,bonds orothercorporate securitiescallingfortheissuancethereof, (ii)borrowedoragreedto

borrowanyfunds  or  incurred,orbecomesubjectto,anymaterialobligationor  liability(absoluteor

contingent)exceptas disclosedhereinandexceptliabilitiesincurredin theordinarycourseofbusiness;

soldortransferred,oragreedtosellortransfer,anyofitsassets,properties,orrightsorcanceled,or

agreedtocancel,anydebtsorclaims;or(iv)issued,delivered,oragreedtoissueordeliveranystock,

bonds orothercorporate securities includingdebentures(whetherauthorizedandunissuedorheldas

treasurystock)exceptinconnectionwiththis Agreement.

Section 1.08

Litigation   and   Proceedings.   There   arenoactions,   suits,proceedings,   or

investigations pendingor,totheknowledgeofSNOafterreasonableinvestigation,threatened by or against SNO or

affectingSNOoritsproperties,atlaworinequity,beforeanycourtorother  governmentalagencyor

instrumentality, domesticorforeign, orbeforeanyarbitratorofanykind. SNOdoesnothave any knowledge of any

- 3 -

materialdefault on its part with respect to anyjudgment, order, injunction, decree,award,rule,orregulationofany

court,  arbitrator,  orgovernmental  agencyorinstrumentality  or  ofanycircumstanceswhich,  afterreasonable

investigation,would result inthe discovery of such a default.

Section 1.09

Contracts.

(a)

All    “material”    contracts,    agreements,    franchises,    license    agreements,    debt

instrumentsorothercommitmentstowhichSNOisapartyorbywhichitoranyofitsassets,

products,technology,orpropertiesareboundother thanthoseincurredin theordinarycourseof

businesshavebeenpreviouslydisclosedtotheCompanyortheSNOShareholders.  A“material”

contract, agreement, franchise, license agreement, debtinstrumentor commitmentis onewhich(i)

will remainineffect for more thansix(6)monthsafter thedateofthisAgreementor(ii)involves

aggregateobligationsof at leasttenthousanddollars($10,000);

(b)

Allcontracts,agreements,franchises,licenseagreements,andother  commitmentsto

whichSNOisa partyorbywhichitspropertiesareboundandwhicharematerialtotheoperationsof

SNO taken as a wholeare valid and enforceable by SNO in all respects, except as limited by bankruptcy

andinsolvencylawsandbyotherlawsaffecting the rightsofcreditorsgenerally; and

(c)

Except as previouslydisclosedto the Company or the SNOShareholdersor reflectedin

the  mostrecentSNObalancesheet,SNOis  nota  party  toany  oralor  written(i)  contractfor  the

employmentof anyofficer oremployee;(ii) profitsharing, bonus, deferredcompensation,stock option,

severancepay,pensionbenefitorretirementplan,(iii)agreement,contract,orindenturerelatingtothe

borrowingof  money,(iv)  guarantyofanyobligation;(vi)collectivebargainingagreement;  or  (vii)

agreementwithanypresentorformerofficerordirectorofSNO.

Section 1.10

Compliance With Laws and Regulations.  To the best of its knowledge, SNO has

compliedwithallapplicablestatutesandregulationsofanyfederal,state,orother governmentalentityoragency

thereof, except to the extent that noncompliance would not materiallyand adversely affect the business, operations,

properties,assets,orconditionofSNOorexcepttotheextentthatnoncompliancewouldnotresultintheoccurrence

of any material liabilityfor SNO.

Section 1.11

ApprovalofAgreement.ThisAgreementhasbeendulyandvalidlyauthorized

andexecutedanddeliveredonbehalfofSNOandtheSNOShareholdersandthisAgreementconstitutesavalidand

bindingagreement of SNO and the SNOShareholders enforceable in accordance with its terms.

Section 1.12

SNOSchedules.   SNOhasdeliveredtotheCompanythefollowingschedules,

which are collectively referred to as the “SNO Schedules” and which consistof separate schedules dated as ofthe

dateofexecutionofthisAgreement,allcertifiedbythePresidentofSNOascomplete,true,andcorrectasofthedate

of this Agreement in all materialrespects:

(a)

aschedulecontainingcompleteandcorrectcopiesoftheArticlesofIncorporationof

SNO and the Bylaws, each as in effect as of the date of this Agreement;

(b)

a schedule containing the financial statements of SNO identified in paragraph 1.04(a);

(c)

aschedulesettingforthanyinformation,togetherwithanyrequiredcopiesofdocuments,

required to be disclosed in the Company Schedules by Sections 1.01 through 1.11.

SNOshallcause the SNOSchedulesand the instruments and data delivered to the Company hereunder to

be promptly updated after the date hereof up to and including the Closing Date.

Section 1.13

Valid  Obligation.    This  Agreement  and  all  agreements  and  other  documents

executedbySNOinconnectionherewithconstitutethevalidandbindingobligationsofSNO,enforceablein

accordance with its ortheir terms, except as maybe limited bybankruptcy, insolvency, moratoriumor other similar

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laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of

equitable remedies is subject to the discretion of thecourt before which anyproceedingtherefore may be brought.

Section 1.14

Investment Representations.

(a)

Investment Purpose.  As of the date hereof, the SNO Shareholders understand and agree

thattheconsummationofthisAgreementincludingthedeliveryoftheExchangeConsideration  (as

hereinafterdefined)totheSNOShareholdersinexchangefortheSecuritiesascontemplatedhereby

constitutes the offerand saleof securitiesunder theSecuritiesActof1933, as amended (the“Securities

Act”) and applicable state statutesand that the Securities are being acquired for the SNO Shareholders’

ownaccountandnotwithapresentviewtowardsthepublicsaleordistributionthereof,exceptpursuantto

salesregisteredorexemptedfromregistrationundertheSecuritiesAct;provided,however,thatby

makingtherepresentationsherein,theSNOShareholdersdonotagreetoholdanyoftheExchange

Consideration for any minimum or otherspecific term and reserves the rightto dispose of theExchange

Considerationatanytimeinaccordancewithorpursuanttoaregistrationstatementoranexemption

under the Securities Act.

(b)

Accredited Investor Status.  Each of the SNO Shareholders is an “accredited investor” as

that termis defined in Rule501(a) of Regulation D (an “Accredited Investor”) or a sophisticated investor

who has suchknowledgeandexperience infinancialandbusinessmatterstobecapableofevaluating

the meritsand risks of this Agreement andtheunderlyingtransactions. Each SNO Shareholderhasbeen

furnishedwithalldocumentsand  materialsrelatingto  thebusiness,financesandoperationsof  the

Company and itssubsidiaries andinformationthatsuchSNOShareholderrequested anddeemedmaterial

tomakinganinformeddecisionregardingthisAgreement  andtheunderlyingtransactions.

(c)

Reliance on Exemptions.  Each of the SNO Shareholders understands that the Exchange

ConsiderationisbeingofferedandsoldtotheSNOShareholdersinrelianceuponspecificexemptions

fromtheregistrationrequirementsofUnitedStatesfederalandstatesecuritieslawsandthat theCompany

isrelyinguponthetruthandaccuracyof,andtheSNOShareholders’compliancewith,the

representations, warranties, agreements, acknowledgments and understandings ofthe SNO Shareholders

setforthhereininordertodeterminetheavailabilityofsuchexemptionsandtheeligibilityoftheSNO

Shareholders to acquire the Exchange Consideration.

(d)

Information.TheSNOShareholdersanditsadvisors,ifany,havebeenfurnishedwithall

materialsrelatingtothebusiness,financesandoperationsoftheCompanyandmaterialsrelatingtothe

offer and sale of the Exchange Consideration which have been requested by the SNO Shareholders or its

advisors.   TheSNOShareholdersanditsadvisors,ifany,havebeenaffordedtheopportunitytoask

questionsoftheCompany.Notwithstandingtheforegoing,theCompanyhasnotdisclosedtotheSNO

Shareholdersanymaterialnonpublicinformationandwillnotdisclosesuchinformationunlesssuch

information  is  disclosed  to  the  public  prior  to  or  promptly  following  such  disclosure  to  the  SNO

Shareholders.   TheSNOShareholdersunderstandsthatitsinvestmentintheExchangeConsideration

involves a significant degree of risk. The SNO Shareholders is not aware of any facts that may constitute

a breach of any of the Company's representations and warranties made herein.

(e)

GovernmentalReview.EachoftheSNOShareholdersunderstandsthatnoUnitedStates

federalorstateagencyoranyothergovernmentorgovernmentalagencyhaspasseduponormadeany

recommendation or endorsement of the Exchange Consideration.

(f)

Transfer orResale.Each oftheSNOShareholders understands that (i) the saleorre-sale

oftheExchangeConsiderationhasnotbeenandisnotbeingregisteredundertheSecuritiesActorany

applicablestatesecuritieslaws,andtheExchangeConsiderationmaynotbetransferredunless (a) the

ExchangeConsiderationissoldpursuanttoaneffectiveregistrationstatementundertheSecuritiesAct,

(b) the SNO Shareholdersshall have delivered tothe Company, atthe costof the SNO Shareholders, an

opinionofcounselthatshallbeinform,substanceandscopecustomaryforopinionsofcounselin

comparabletransactionstotheeffectthattheExchangeConsiderationtobesoldortransferredmaybe

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soldortransferredpursuanttoanexemptionfromsuch registration,which opinion shallbeacceptedby

theCompany, (c) theExchangeConsiderationissoldortransferredtoan“affiliate”(asdefinedinRule

144promulgatedundertheSecuritiesAct(orasuccessorrule)(“Rule144”))oftheSNOShareholders

who agree to sell or otherwise transfer the Exchange Consideration only in accordance with this Section

andwhoisanAccreditedInvestor, (d) theExchangeConsiderationissoldpursuanttoRule144,or (e) the

ExchangeConsiderationissoldpursuanttoRegulationSundertheSecuritiesAct(orasuccessorrule)

(“Regulation S”), and the SNO Shareholders shall have delivered to the Company, at the cost of the SNO

Shareholders, an opinion of counsel that shall be in form, substance and scope customary for opinions of

counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such

Exchange Consideration made inreliance on Rule 144maybe made onlyin accordance withtheterms of

saidRuleandfurther,ifsaidRuleisnotapplicable,anyre-saleofsuchExchangeConsiderationunder

circumstances in which the seller (or the person through whomthe sale is made) may be deemed to be an

underwriter(asthattermisdefinedintheSecuritiesAct)mayrequirecompliancewithsomeother

exemptionundertheSecuritiesActortherulesandregulationsoftheSECthereunder;and(iii)neither the

Companynor anyotherperson is underanyobligationto registersuch Exchange Consideration underthe

SecuritiesActorany state securitieslawsor tocomply withthetermsandconditionsofany exemption

thereunder  (ineachcase).Notwithstandingtheforegoing  oranythingelsecontainedhereintothe

contrary, the Exchange Considerationmaybe pledged as collateralin connection witha bonafide margin

account or other lending arrangement.

(g)

Legends.EachoftheSNOShareholdersunderstandthatthesharesoftheCompany’s

commonstockthatcomprisetheExchangeConsideration(the“Securities”)and,untilsuchtimeasthe

Securities has been registered under the Securities Act may be sold pursuant to Rule 144 or Regulation S

without any restriction as to the number of securities as of a particular date that can then be immediately

sold, theSecuritiesmay beara restrictive legend in substantially the following form (and a stop-transfer

order may be placed against transfer of the certificates for such Securities):

NEITHERTHEISSUANCEANDSALEOFTHESECURITIESREPRESENTED

BY THISCERTIFICATEHAVEBEENREGISTEREDUNDERTHESECURITIES

ACTOF1933,ASAMENDED,ORAPPLICABLESTATESECURITIESLAWS.

THE SECURITIES MAY NOTBEOFFERED FOR SALE, SOLD, TRANSFERRED

ORASSIGNED(I)INTHEABSENCEOF(A)ANEFFECTIVEREGISTRATION

STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933,

AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL

BE SELECTED BY THECOMPANY), IN A GENERALLY ACCEPTABLE FORM,

THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS

SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

ThelegendsetforthaboveshallberemovedandtheCompanyshallissueacertificatewithout

suchlegendtotheholderofanySecuritiesuponwhichitisstamped,if,unlessotherwiserequiredby

applicablestatesecuritieslaws,(a)theSecuritiesareregisteredforsaleunderaneffectiveregistration

statementfiledundertheSecuritiesActorotherwisemaybesoldpursuanttoRule144orRegulationS

without any restriction as to the number of securities as of a particular date that can then be immediately

sold, or (b) such holder providesthe Company with an opinion of counsel, in form, substance and scope

customaryforopinionsofcounselincomparabletransactions,totheeffectthatapublicsaleortransferof

such Exchange Shares may be made without registration under the Securities Act, which opinion shall be

accepted by the Company so that the sale or transfer is effected.  Each of the SNOShareholders agrees to

sellallSecurities,includingthoserepresentedbyacertificate(s)fromwhichthelegendhasbeenremoved,

in compliance with applicable prospectus delivery requirements, if any.

(h)

Residency.EachoftheSNOShareholdersisaresidentofthejurisdictionsetforth

immediately below the SNO Shareholders’ name on the signature pages hereto or provided separately to

the Company.

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Section 1.15      LeakOutAgreements.CertainSNOShareholders(includingShannonMasjedi)

shall agree to execute leak out agreements wherebybeginningtwelve months followingthe Closing Date,

theywill not sell more than three percent (3%) of their holdings in anyninety (90) dayperiod for the first

twelve months.

ARTICLE II

REPRESENTATIONS, COVENANTS, ANDWARRANTIESOF THE COMPANY

As an inducement to, and to obtain the reliance of SNO and the SNO Shareholders, except as set forth in

the Company Schedules (as hereinafter defined), the Company represents and warrants, as of the date hereof and

as of the Closing Date, as follows:

Section 2.01

Organization.TheCompanyisacorporationdulyorganized,validlyexisting,and

ingoodstandingunderthelawsoftheStateofDelawareandhasthecorporatepowerandisdulyauthorizedunderall

applicablelaws,regulations,ordinances,andordersofpublicauthoritiestocarryonitsbusinessinallmaterial

respects as it is now being conducted.Included in theCompany Schedules are complete and correct copies of the

articles of incorporation and bylaws of the Company as in effect on the date hereof. The execution and delivery of

thisAgreementdoesnot,andtheconsummationofthetransactionscontemplatedherebywillnot,violateany

provisionoftheCompany’s articlesofincorporationorbylaws.TheCompanyhastakenallactionrequiredbylaw,

its articles of incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and

theCompanyhasfullpower,authority,andlegalrightandhastakenallactionrequiredbylaw,itsarticlesof

incorporation, bylaws, or otherwise to consummate the transactions herein contemplated.

Section 2.02

Capitalization.AtClosing,the Company’s authorizedcapitalization willconsist

of (a) 100,000,000 shares of common stock, par value $0.01 per share (“the Company Common Stock”), of which

25,387,000 shares will be issued and outstanding, and (b) 10,000,000 shares of preferred stock, par value $0.01 per

share, ofwhich 1,000,000is Series E Preferred Stock,parvalue $0.01 pershare(with a 10 to1 voting preference

overcommonstock),ofwhich1,000,000willbeissuedandoutstanding.   TheSeriesEPreferredStockisnot

convertibleintoanyotherclassofstockoftheCompanyandhasnopreferencetodividendsorliquidationrights.All

issuedandoutstandingsharesarelegallyissued,fullypaid,andnon-assessableandnotissuedinviolationofthe

preemptive or other rights of anyperson.

Section 2.03

Subsidiaries and PredecessorCorporations.  The Company (which was formerly

knownasAmericanEagleGroup,Inc.,whichwasformerlyknownasAOACorporation)doesnothaveany

predecessorcorporation(s),nosubsidiaries,anddoesnotown,beneficiallyorofrecord,anysharesofanyother

corporation.

Section 2.04

SECReportsandCompliance.

(a)

TheCompanyhasfiledall reportsrequiredtobefiledbyitbytheSecuritiesExchange

Actof1934, asamended.

(b)

TheCompanyisnotaninvestmentcompanywithinthemeaning ofSection3ofthe

InvestmentCompanyActof1940, asamended.

(c)

The  shares  of  Company  CommonStock  are  quoted  ontheOTCMarketsGroup–

OTCQBTier(the“OTC Markets”) under the symbol “PACV” and Company is, and has no reason tobelieve that

itwillnotintheforeseeablefuturecontinuetobe,incomplianceinallmaterialrespectswithallrulesand

regulationsoftheOTCMarketsapplicabletoitandtheCompany CommonStock.TheissuanceofCompany

CommonStockunderthisAgreementdoesnotcontravenetherulesandregulationsofthetradingmarketon

which  the  Company  Common  Stockiscurrently  listed  orquoted,  andno  approval  ofthestockholdersof

Company  isrequiredforCompanytoissueanddelivertheCompanyCommonStockcontemplated  bythis

Agreement.

- 7 -

(d)

BetweenthedatehereofandtheEffectiveTime,Companyshallcontinuetosatisfythe

filingrequirementsof the ExchangeActand all other requirementsofapplicablesecurities laws andoftheOTC

Markets.

(e)

TheCompanySEC Documentsincludeallcertificationsandstatementsrequiredofit,

if any, by (i) Rule13a-14 or15d-14under the Exchange Act, and (ii) 18U.S.C.Section 1350 (Section 906 of the

Sarbanes-Oxley  Act  of  2002),  and  each  of  such  certifications  and  statements  contain  noqualifications  or

exceptionsto thematterscertified thereinotherthana knowledgequalification, permittedundersuch provision,

and have not been modifiedor’ withdrawnand neither Parentnor any of its officers has receivedanynotice from

theCommissionquestioningor challenging the accuracy, completeness,form or manneroffiling orsubmission

ofsuchcertificationsorstatements.

Section 2.05

Information.     TheinformationconcerningtheCompanysetforthinthis

Agreement and the Company Schedules is complete and accurate in all material respects and does not contain any

untrue statements of a material fact or omit to state a material fact required to make the statements made, in light of

thecircumstancesunderwhichtheyweremade,notmisleading.Inaddition,theCompanyhasfullydisclosedin

writingtotheSNOShareholders(throughthisAgreementortheCompanySchedules)allinformationrelatingto

matters involving the Company or its assets or its present or past operations or activities which (i) indicated or may

indicate, intheaggregate, the existence of agreaterthan$10,000 liability, (ii)have led or maylead to acompetitive

disadvantageonthepartoftheCompanyor(iii)eitheraloneorinaggregationwithotherinformationcoveredbythis

Section, otherwise have led or may lead to a material adverse effect on the Company, its assets, or its operations or

activitiesaspresentlyconductedorascontemplatedtobeconductedaftertheClosingDate,including,butnot

limitedto,informationrelatingtogovernmental,employee,environmental,litigationandsecuritiesmattersand

transactions with affiliates.

Section 2.06

Options  or  Warrants.    Therearenooptions,warrants,convertiblesecurities,

subscriptions,stockappreciationrights,phantomstockplansorstockequivalentsorotherrights,agreements,

arrangementsorcommitments(contingentorotherwise)ofanycharacterissuedorauthorizedbytheCompany

relatingtotheissuedorunissuedcapitalstockoftheCompany(including,withoutlimitation,rightsthevalueof

whichisdeterminedwithreferencetothecapitalstockorothersecuritiesoftheCompany)orobligatingthe

Company to issue or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or

otherequityinterestsin,theCompany.TherearenooutstandingcontractualobligationsoftheCompanyto

repurchase, redeemor otherwise acquire any shares of the Company Common Stock of the Company or to pay any

dividendormakeanyotherdistributioninrespectthereofortoprovidefundsto,ormakeanyinvestment(intheform

of a loan, capital contribution or otherwise) in, anyperson.

Section 2.07

AbsenceofCertainChangesorEvents.SinceJune30,2015andexceptas

disclosedin the SECReports:

(a)

there has not been (i)any material adverse change in the business, operations, properties,

assetsorconditionoftheCompanyor(ii)anydamage,destructionorlosstotheCompany(whetherornotcovered

byinsurance)materiallyandadverselyaffectingthebusiness,operations,properties,assetsorconditionofthe

Company;

(b)

theCompanyhasnot(i)amendeditscertificateofincorporationorbylawsexceptas

requiredbythisAgreement;(ii)declaredormade,oragreedtodeclareormakeanypaymentofdividendsor

distributionsofanyassetsofanykindwhatsoevertostockholdersorpurchasedorredeemed,oragreedtopurchase

orredeem,anyofitscapitalstock;(iii)waivedanyrightsofvaluewhichintheaggregateareoutsideofthe

ordinary course of business or material considering the business ofthe Company; (iv) made any material change

in its method of management, operation, or accounting; (v) entered into anytransactions or agreements other than

intheordinarycourseofbusiness;(vi)madeanyaccrualorarrangementfororpaymentofbonusesorspecial

compensation of anykind or anyseverance or  termination payto anypresent or former officer or employee; (vii)

increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of

itssalariedemployeeswhosemonthlycompensationexceed$1,000;or(viii)madeanyincreaseinanyprofit

- 8 -

sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment,

or arrangement, made to, for or with its officers, directors, or employees;

(c)

The Company has not (i) granted or agreed to grant any options, warrants, or other rights

foritsstock,bonds,orothercorporatesecuritiescallingfortheissuancethereof;(ii)borrowedoragreedtoborrow

anyfundsorincurred,orbecomesubjectto,anymaterialobligationorliability(absoluteorcontingent)except

liabilitiesincurredintheordinarycourseofbusiness;(iii)paidoragreedtopayanymaterialobligationsor

liabilities(absoluteorcontingent)otherthancurrentliabilitiesreflectedinorshownonthemostrecent  the

Companybalancesheetandcurrentliabilitiesincurredsincethatdateintheordinarycourseofbusinessand

professionalandotherfeesand  expenses  in  connectionwith  thepreparationofthisAgreementand  the

consummation ofthetransaction contemplatedhereby;(iv) sold ortransferred,oragreed tosellortransfer, any of

its assets, properties, or rights (exceptassets, properties, or rights notused or usefulin its business which, in the

aggregate have a value of less than $1,000), or canceled, or agreed to cancel, any debts or claims (except debts or

claimswhichintheaggregateareofavaluelessthan$1,000);(v)madeorpermittedanyamendmentor

terminationofanycontract,agreement,orlicensetowhichitisapartyifsuchamendmentorterminationis

material,consideringthebusinessoftheCompany;or(vi)issued,deliveredoragreedtoissueordeliver,any

stock,bondsorothercorporatesecuritiesincludingdebentures(whetherauthorizedandunissuedorheldas

treasury stock), except in connection with this Agreement; and

(d)

toitsknowledge,theCompanyhasnotbecomesubjecttoanylaworregulationwhich

materially and adversely affects, or in the future, may adversely affect,the business, operations, properties, assets

or condition of the Company.

Section 2.08

LitigationandProceedings.Therearenoactions,suits,proceedingsor

investigationspendingor, tothe knowledgeof the Companyafterreasonableinvestigation,threatenedbyor against

theCompanyoraffectingtheCompanyoritsproperties,atlaworinequity,beforeanycourtorother governmental

agencyorinstrumentality,domesticorforeign,orbeforeanyarbitratorofanykindexceptasdisclosedinthe

CompanySchedules.TheCompanyhasnoknowledgeofanydefaultonitspartwithrespecttoanyjudgment,order,

writ,injunction,decree,award,ruleorregulationofanycourt,arbitrator,orgovernmentalagencyorinstrumentality

or anycircumstance which after reasonable investigation would result inthe discovery of such default.

Section 2.09

Contracts.

(a)

TheCompanyis not apartyto,andits assets,products,technologyand propertiesare not

boundby,anyleases,contract,franchise,licenseagreement,agreement,debtinstrument,obligation,arrangement,

understanding or other commitments whether such agreement is in writing or oral (“Contracts”).

(b)

TheCompanyisnotapartytoorboundby,andthepropertiesoftheCompanyarenot

subjectto anyContract, agreement, other commitment or instrument; anycharter or other corporate restriction; or

any judgment, order, writ, injunction, decree, or award; and

(c)

The Company is not a party to any oral or written (i) contract for the employment of any

officeroremployee;(ii)profitsharing,bonus,deferredcompensation,stockoption,severancepay,pension

benefitorretirementplan,(iii)agreement,contract,orindenturerelatingtotheborrowingofmoney,(iv) guaranty

ofanyobligation,(vi)collectivebargainingagreement;or(vii)agreementwithanypresentorformerofficeror

director of the Company.

Section 2.10

NoConflictWithOtherInstruments.TheexecutionofthisAgreementandthe

consummationofthetransactionscontemplatedbythisAgreementwillnotresultinthebreachofanytermor

provisionof,constituteadefaultunder,orterminate,accelerateormodifythetermsof,anyindenture,mortgage,

deedoftrust,orothermaterialagreementorinstrumenttowhichtheCompanyisapartyortowhichanyofitsassets,

properties or operations aresubject.

Section 2.11

ComplianceWithLawsandRegulations.TheCompanyhascompliedwithall

UnitedStates federal,state orlocalorany applicableforeignstatute,law,rule,regulation,ordinance,code,order,

- 9 -

  judgment, decree or any other applicable requirement or rule of law (a “Law”) applicable to the Company and the

operationofitsbusiness.Thiscomplianceincludes,butisnotlimitedto,thefilingofallreportstodatewithfederal

and state securities authorities.

Section 2.12

Approval of Agreement.  The Board of Directors of the Company has authorized

theexecutionanddeliveryofthisAgreementbytheCompanyandhasapprovedthisAgreementandthetransactions

contemplated hereby.

Section 2.13

MaterialTransactionsorAffiliations.Exceptasdisclosedhereinandinthe

CompanySchedules,thereexistsnocontract,agreementorarrangementbetweentheCompanyandanypredecessor

andanypersonwhowasatthetimeofsuchcontract,agreementorarrangementanofficer,director,orperson

owningofrecordorknownbytheCompanytoownbeneficially,5%ormoreoftheissuedandoutstandingcommon

stock of the Company and which is to be performed in whole or in part after the date hereof or was entered into not

more than three years prior to the date hereof.Neither any officer, director, nor 5% Shareholders of the Company

has, or has had since inception of the Company, any known interest, direct or indirect, in any such transaction with

theCompanywhichwasmaterialtothebusinessoftheCompany.TheCompanyhasnocommitment,whether

writtenororal,tolendanyfundsto,borrowanymoneyfrom,orenterintoanyothertransactionwith,anysuch

affiliated person.

Section 2.14

The Company Schedules.  The Company has delivered to the SNO Shareholders

thefollowingschedules,whicharecollectivelyreferredtoasthe“CompanySchedules”andwhichconsistof

separateschedules,whicharedatedthedateofthisAgreement,allcertifiedbythechiefexecutiveofficerofthe

Companyto be complete, true, and accuratein all material respects as of the date ofthis Agreement.

(a)

a schedule containing complete and accurate copies of the certificate of incorporation, as

amended,  and bylaws of the Company as in effect as of the date of this Agreement;

(b)

aschedulesettingforthanyinformation,togetherwithanyrequiredcopiesofdocuments,

required to be disclosed in the Company Schedules by Sections 2.01 through 2.13.

TheCompanyshallcausetheCompanySchedulesandtheinstrumentsanddatadeliveredtotheSNO

Shareholders hereunder to be promptly updated after the date hereof up to and including the Closing Date.

Section 2.15

Valid  Obligation.    This  Agreement  and  all  agreements  and  other  documents

executedbytheCompanyinconnectionherewithconstitutethevalidandbindingobligationoftheCompany,

enforceableinaccordancewithitsortheirterms,exceptasmaybelimitedbybankruptcy,insolvency,moratoriumor

  othersimilarlawsaffectingtheenforcementofcreditors’rightsgenerallyandsubjecttothequalificationthatthe

availabilityofequitableremediesissubjecttothediscretionofthecourtbeforewhichanyproceedingthereforemay

be brought.

Section 2.16

FinancialStatements.     Thebalancesheetsand   statements   of   operations,

stockholders’  equityandcashflowscontainedintheCompanySECDocuments(a)complyastoforminall

materialrespectswithapplicable  accountingrequirements  andrulesandregulationsoftheCommissionwith

respectthereto,havebeenprepared inaccordancewithU.S.GAAP appliedonabasisconsistentwithpriorperiods

(and,inthecase  ofunaudited  financial  information,  onabasis  consistent  with  year-end  audits),  (c)arein

accordance with thebooks and recordsof the Company and (d) presentfairly in all materialrespects the financial

conditionoftheCompanyatthedatesthereinspecifiedand the resultsofitsoperationsandchangesinfinancial

positionforthe periods thereinspecified.

Section 2.17

Shell Company. TheCompanyisnotnownorhasiteverbeena“shellcompany”

asthatterm isdefined inReg. 405 ofthe SecuritiesAct of1933,asamended.

Section 2.18

DTCEligible.TheCompany’s Common StockisDTC eligibleandisnotsubject

toanyoutstandingDTC“chills”or“freezes”.

- 10 -

Section 2.19

Anti-Dilution.To preventdilution, for a period of two (2) yearsaftertheClosing

Date,theCompanyshallsetaminimumpurchaseprice(“floorprice”)of$0.50pershareoftheCompanyCommon

StockforallnewshareissuancesoftheCompanyCommonStock.Inotherwords,uponconsummationofthe

Exchange, the Company shall not issue shares of Company Common Stock ata purchase price of less than $0.50

per share or issue options with an exercise price of less than $0.50 per share.

Section 2.20

PiggybackRegistrationRights.TheExchangeSharesandOtherIssuedShares

shall have piggyback registration rights.

ARTICLE III

SHARE EXCHANGE

Section 3.01

The Exchange and Other Issuance.  Onthetermsandsubjecttotheconditionsset

forthinthisAgreement,ontheClosingDate(asdefinedinSection3.02),theSNOShareholderslistedinComposite

ExhibitA,representinganaggregateofatleast21,285,000andupto21,500,000sharesofSNO’sClassACommon

Stock(“SNOClassACommonStock”)and1,000,000sharesofSNO’sClassBCommonStock(“SNOClassB

CommonStock”;togetherwith“SNOClassACommonStock”,referredtohereinas“SNOCommonStock”)

(collectively,representingatleast99%andupto100%ofSNO’sissuedandoutstandingcommonstock),upontheir

agreement,shallsell,assign,transferanddelivertotheCompany,freeandclearofallliens,pledges,encumbrances,

charges,restrictionsorknownclaimsofanykind,nature,ordescription,allofthesharesofSNOheldbythemasset

forthonCompositeExhibitA;theobjectiveofsuchpurchase(the“Exchange”)beingtheacquisitionbythe

Companyof atleast99%and up to100% of the issued and outstandingshares of SNOClass ACommon Stockand

100%oftheissuedand outstanding sharesofSNOClassBCommonStock.Inexchangeforthe transferofsuch

securities by the SNOShareholdersas setforth on CompositeExhibitA,the Company shalldeliverto each such

SNOShareholderone(1)share(the“ExchangeShares”)oftheCompany’scommonstock(“CompanyCommon

  Stock”)foreachshareoftheirSNOCommonStock(anaggregateofatleast22,285,000andupto22,500,000shares

oftheCompanyCommonStock).Simultaneously,theCompanyshallissueanaggregateof2,500,000shares

  (“OtherIssuedShares”)oftheCompanyCommonStock(“OtherIssuance”)tocertainotherpersons(“Other

Persons”)assetforthinExhibitBinexchangefor,amongotherthings,theforgivenessofthetotaldebttodateowed

bytheCompanytoDanzigLtd(whichisanaffiliateofElliottFoxcroft)intheapproximateamountof$20,522.

After  theExchange,OtherIssuanceandothertransactionssetforthhereinhave  beencompleted,  the  SNO

shareholderswillown atleast22,285,000andupto22,500,000restrictedshares ofCompanyCommon Stockor

approximately89%of thetotal outstanding shares of CompanyCommonStock. Uponcompletionofthe

issuance  ofatleast22,285,000andupto22,500,000sharesofthe  Company  CommonStock  tothe  SNO

Shareholders and2,500,000 sharesofCompanyCommonStock tothe OtherPersons,therewillbeatotalof

atleast25,172,000andupto25,387,000sharesofthe  CompanyCommon  Stockoutstandingand1,000,000

sharesoftheCompany’sSeriesEPreferredStockoutstanding.NoothersecuritiesoftheCompany  willbe

outstanding.The  ExchangeShares  are  hereinafterreferredto  as  the“ExchangeConsideration”or  the

  “Securities”.At theClosing, theSNOShareholders shall,onsurrenderoftheircertificatesrepresentingtheir

SNOsharestotheCompanyoritsregistrarortransfer agent,beentitledto receivea certificateorcertificates

evidencing theirownershipof theExchangeShares.

Section 3.02

Closing.The closing (“InitialClosing”)ofthe transactions contemplated by this

Agreement shall occur following completion of the conditions set forth in Articles V and VI, and upon delivery of

theExchange Consideration as described in Section 3.01 herein. TheInitialClosing shalltake place atamutually

agreeabletimeandplaceandisanticipatedtoclosebynolaterthanAugust31,2015,butinnoeventbeforethis

AgreementhasbeensignedbySNOShareholdersholdingatleast80%ofthesharesofSNOcommonstock

outstanding(the“InitialClosingDate”).SubsequenttotheInitialClosingDate,the Companymaycompleteoneor

moreadditionalClosingstocompletetheexchangesprovidedforinthisAgreementtoallowtheCompanyto

completetheacquisitionofatleast99%andupto100%oftheSNOcommonstockforaperiodofupto30daysafter

theInitialClosingDate.EachclosingthatoccursaftertheInitialClosingDate,alongwiththeInitialClosingshallbe

  collectivelybe referred to asthe “Closing” or “ClosingDate”.

- 11 -

Section 3.03

SeriesEPreferredStockTransfer.ConcurrentlywiththeInitialClosingofthe

transactionscontemplatedbythisAgreement,BrettBartolamiwillsellallofhis1,000,000sharesofSeriesE

Preferred Stock, par value $0.01 per share, of the Companyto Shannon Masjediforan aggregate purchase price of

$100.

Section 3.04

ClosingEvents.     AttheClosing,theCompanyandSNOshallexecute,

acknowledge,anddeliver(orshallensuretobeexecuted,acknowledged,anddelivered),anyandallcertificates,

opinions,financialstatements,schedules,agreements,resolutions,rulingsorotherinstrumentsrequiredbythis

AgreementtobesodeliveredatorpriortotheClosing,togetherwithsuchotheritemsasmaybereasonably

requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions

contemplated hereby.

Section 3.05

Termination.ThisAgreementmaybeterminatedbyeachoftheSNO

Shareholders or the Company only (a) in the event that the Company or SNO do not meet the conditions precedent

set forth in ArticlesV andVIor (b) if the Initial Closinghas not occurred byAugust 31,2015.  If this Agreement is

terminatedpursuanttothissection,thisAgreementshallbeofnofurtherforceoreffectastoanypartyhereto,andno

obligation, right or liabilityshall arise hereunder.

Notwithstandingtheforegoingoranythinghereintothecontrary,if,aftersigningthis

Agreement, SNOelectsnottoconsummatethe Exchange withtheCompanyundertheterms herein, and

preconditionedontheCompanyhavingperformed itsobligationsthroughthedateofSNO’stermination

oftheExchange,apaymentofTwoHundredandFiftyThousandDollars(US$250,000)willbecomedue

and payable from SNO to the Company. This breakup fee, or termination fee, is required to compensate

theCompanyofthetimeandresourcesthattheCompanyusedtofacilitatethetransactionshereunder

and is the exclusive remedy to the Company under this Agreement in the event of a breach by SNO.

ARTICLE IV

SPECIAL COVENANTS

Section 4.01

AccesstoPropertiesandRecords.TheCompanyandSNOwilleachaffordtothe

officers and authorized representatives of the other full access to the properties, books and records of the Company

orSNO,asthecase maybe, inorderthateachmayhave afullopportunityto makesuchreasonableinvestigationas

it shall desire to make of the affairs of the other, and each will furnish the other with such additional financial and

operating data and other information as to the business and properties of the Company or SNO, as the case may be,

as the other shall fromtime to time reasonably request.  Without limiting the foregoing, as soon as practicable after

the end of each fiscal quarter (and in any event through the last fiscal quarter prior to the Closing Date), each party

shall provide the other withquarterlyinternallyprepared and unaudited financial statements.

Section 4.02

Delivery  of  Books  and  Records.    At  the  Closing,  SNO  shall  deliver  to  the

Company, the originals of the corporate minute books, books of account, contracts, records, and all otherbooks or

documents of SNO nowin the possession of SNOor itsrepresentatives.

Section 4.03

ThirdPartyConsentsandCertificates.TheCompanyandSNOagreeto

cooperatewitheachotherinordertoobtainanyrequiredthirdpartyconsentstothisAgreementandthetransactions

herein contemplated.

Section 4.04

ActionsPriortoClosing.FromandafterthedatehereofuntiltheClosingDate

and except as set forth in the Company Schedules or SNO Schedules or as permitted or contemplated by

this Agreement, the Company (subject to paragraph (d) below) and SNO respectively, will each:

(a)

carryonitsbusinessinsubstantiallythesamemannerasithasheretoforeandasdisclosed

in the Company OTC Reports;

(b)

maintainandkeepitspropertiesinstatesofgoodrepairandconditionasatpresent,

except for depreciation due to ordinary wear and tear and damage due to casualty;

- 12 -

(c)

maintain  in  full  force  and  effect  insurance  comparable  in  amount  and  in  scope  of

coverage to that now maintained by it;

(d)

performin all material respects all of its obligations under material contracts, leases, and

instruments relating to or affecting its assets, properties, and business;

(e)

use its bestefforts tomaintain andpreserveits businessorganization intact, to retain its

key employees, and to maintain its relationship with its material suppliers and customers; and

(f)

fully comply with and performin all material respects all obligations and duties imposed

on  it  byall  federal  and  state  laws  (includingwithout  limitation,  the  federal  securitieslaws)  and  all  rules,

regulations, and orders imposed by federal or state governmental authorities.

(g)

from  and  after  the  date  hereof  until  the  Closing  Date,  except  as  required  by  this

agreement neither the Company nor SNO will:

(i)

make   any   changes   in   their   Certificates   of   Incorporation,   certificates   or

certificatesofincorporationorbylawsexceptascontemplatedbythisAgreementincludinga

name change;

(ii)

takeanyactiondescribedinSection1.07inthecaseofSNOorinSection2.07,in

the case of the Company (all except as permitted therein or as disclosed in the applicable party’s

schedules);

(iii)

enterintooramendanycontract,agreement,orotherinstrumentofanyofthe

typesdescribedinsuchparty’sschedules,exceptthatapartymayenterintooramendany

contract, agreement,orotherinstrumentin theordinary courseofbusinessinvolving the sale of

goods or services; or

(iv)

sellanyassetsordiscontinueanyoperations,sellany sharesofcapitalstockor

conduct any similar transactions other than in the ordinary course of business except as disclosed

in the Company OTC Reports.

ARTICLE V

CONDITIONS PRECEDENT TOOBLIGATIONS OF THE COMPANY

TheobligationsoftheCompanyunderthisAgreementaresubjecttothesatisfaction,atorbeforethe

Closing Date, of the following conditions:

Section 5.01

Accuracy    of    Representations    and    Performance    of    Covenants.

The

representationsandwarrantiesmadebySNOandtheSNOShareholdersinthisAgreementweretruewhenmade

and shall be true at the Closing Date with the same force and effect as if such representations and warranties were

madeatandasoftheClosingDate(exceptforchangesthereinpermittedbythisAgreement).   SNOshallhave

performed or complied with all covenants and conditions required by this Agreement to be performed or complied

withbySNOpriortoorattheClosing.   TheCompanyshallbefurnishedwithacertificate,signedbyaduly

authorized executive officerof SNOand dated the ClosingDate, to the foregoingeffect.

Section 5.02

Officer’sCertificate.The Companyshallhavebeenfurnishedwithacertificate

dated the Closing Date and signed by a duly authorized officerofSNO to the effectthatno litigation, proceeding,

investigation, or inquiry is pending, or to the best knowledge of SNO threatened, which might result in an action to

enjoinorpreventtheconsummationofthetransactionscontemplatedbythisAgreement,or,totheextentnot

disclosedintheSNOSchedules,byoragainstSNO,whichmightresultinanymaterialadversechangeinanyofthe

assets, properties, business, or operations of SNO.

- 13 -

Section 5.03

Good Standing.  The Companyshall have received a certificate of good standing

fromtheSecretaryofStateofFloridaorotherappropriateoffice,datedasofadatewithintendayspriortothe

Closing Date certifying that SNO is in good standing as a corporation in the State of Delaware.

Section 5.04

MinimumSNOShareholders.   ThisAgreementshallhavebeensignedbythe

holdersofnotlessthan100%oftheSNOcommonstock,includingvotingpower,ofSNO,unlessalessernumberis

agreed to bythe Company.

Section 5.05

NoGovernmentalProhibition.Noorder,statute,rule,regulation,executiveorder,

injunction,stay,decree,judgmentor restrainingordershallhavebeenenacted,entered,promulgatedorenforcedby

anycourtorgovernmentalorregulatoryauthorityorinstrumentalitywhichprohibitstheconsummationofthe

transactions contemplated hereby.

Section 5.06

Consents.Allconsents,approvals,waiversoramendmentspursuanttoall

contracts,licenses,permits,trademarksandotherintangiblesinconnectionwiththetransactionscontemplated

herein,orforthe continued operation ofSNOafter the Closing Dateonthebasisaspresently operatedshallhave

been obtained.

Section 5.07

Other Items.

(a)

TheCompanyshallhavereceivedalistcontainingthename,address,andnumberof

shares held by the SNO Shareholders as of the date of Closing, certified by an executive officer of SNO as being

true, complete and accurate; and

(b)

The  Company  shall  have  received  such  further  opinions,  documents,  certificates  or

instruments relating to the transactions contemplated hereby as the Company may reasonably request.

(c)

TheCompanyshallhavereceivedtheSNOFinancialStatementsasprovidedforin

Sections 1.04(a) and (b).

ARTICLE VI

CONDITIONS PRECEDENT TOOBLIGATIONS OF SNO

AND THE SNO SHAREHOLDERS

TheobligationsofSNOandeachoftheSNOShareholdersunderthisAgreementaresubjecttothe

satisfaction of the Company, or each SNO Shareholder, as the case may be, at or before the Closing Date, of the

following conditions:

Section 6.01

Accuracy    of    Representations    and    Performance    of    Covenants.

The

representationsandwarrantiesmadebytheCompanyinthisAgreementweretruewhenmadeandshallbetrueasof

the ClosingDate (except forchanges therein permitted bythis Agreement) with the same force and effectas ifsuch

representationsandwarrantiesweremadeatandasoftheClosingDate.Additionally,theCompanyshallhave

performedandcompliedwithallcovenantsandconditionsrequiredbythisAgreementtobeperformedorcomplied

with bythe Company.

Section 6.02

Officer’sCertificate.SNOshallhavebeenfurnishedwithcertificatesdatedthe

ClosingDateandsignedbydulyauthorizedexecutiveofficersoftheCompany,totheeffectthatnolitigation,

proceeding, investigation or inquiry is pending, or to the best knowledge ofthe Company threatened, which might

resultinan actionto enjoinor prevent the consummation of the transactionscontemplated bythis Agreement  or, to

the extent not disclosed in the Company Schedules, by or against the Company, which might result in any material

adverse change in any of the assets, properties or operations of the Company.

Section 6.03

Good Standing.SNO shall have received a certificate of good standing from the

SecretaryofStateofDelawareorotherappropriateoffice,datedasofadatewithintendayspriortotheClosingDate

- 14 -

certifying that the Company is in good standing as a corporation in the State of Nevada and has filed all tax returns

requiredto have been filedbyit to date and has paid alltaxes reported as due thereon.

Section 6.04

NoGovernmentalProhibition.Noorder,statute,rule,regulation,executiveorder,

injunction,stay,decree,judgmentor restrainingordershallhavebeenenacted,entered,promulgatedorenforcedby

anycourtorgovernmentalorregulatoryauthorityorinstrumentalitywhichprohibitstheconsummationofthe

transactions contemplated hereby.

Section 6.05

ApprovalbytheCompanyBoardofDirectorsand  its  Shareholders.The

Company’s board of directors shall have approved the Exchange and Other Issuance (the “Corporate Actions”).

Section 6.06

Consents.All  consents,  approvals,  waivers  oramendments  pursuantto  all

contracts,licenses,permits,trademarksandotherintangiblesinconnectionwiththetransactionscontemplated

herein,orforthecontinuedoperationof theCompanyaftertheClosingDateonthebasisaspresentlyoperatedshall

have been obtained includingapproval of the CorporateActions byFINRA.

Section 6.07

Shareholder Report

TheSNOShareholdersshallreceiveashareholder’sreportreflectiveofalltheCompany

shareholder’swhichdoesnotexceed387,000sharesoftheCompanycommonstockissuedandoutstandingasofthe

daypriortotheClosingDateandnosharesofpreferredstockoutstanding(exceptforthe1,000,000 sharesofSeries

EPreferredStock,parvalue$0.01pershare,oftheCompanycurrently ownedbyBrettBertolami,whichwillbe

purchased byShannon Masjedi for an aggregate purchase price of $100 as provided in Section 3.03 above).

Section 6.08

Other Items.

(a)

TheSNOShareholdersshallhavereceivedfurtheropinions,documents,certificates,or

instruments relatingto the transactionscontemplated herebyas the SNOShareholders mayreasonablyrequest.

(b)

This Agreement shall have been executed by the holders ofat least 100% of the shares of

SNO common stock.

(c)

ResignationofCurrentDirectorsandOfficers.Thecurrentdirectorsandofficersof

the Companyshall have resigned from their positions as directors and officers of the Company.

(d)

AppointmentofNewDirectorsandOfficers.   TheCompanyshallhaveappointedBob

Smith,ShannonMasjediandMarcShenkmanasdirectorsoftheCompanyandsuchdirectorsshallappointtwo

additionaldirectorsthereafter,foratotaloffivedirectorsontheboard.Inaddition,theCompanyshallhave

appointedthefollowingindividualsasnewofficersoftheCompany:BobSmithasChiefExecutiveOfficer,

Shannon Masjedi as President and Secretary, and Marc Shenkman as Executive Vice President.

ARTICLE VII

MISCELLANEOUS

Section 7.01

Brokers.   TheCompanyandSNOagreethattherewerenofindersorbrokers

involvedinbringingthepartiestogetherorwhowereinstrumentalinthenegotiation,executionorconsummationof

this Agreement.The Company and SNO each agree to indemnify the other againstany claim by any third person

otherthanthosedescribedaboveforanycommission,brokerage,orfinder’sfeearisingfromthetransactions

contemplatedherebybasedonanyallegedagreementorunderstandingbetweentheindemnifyingpartyandsuch

third person, whether express or implied fromthe actions of the indemnifyingparty.

Section 7.02

GoverningLaw.This Agreementshallbe governed by, enforced, and construed

under and in accordance with the laws of the State of Florida, without giving effect to the principles of conflicts of

lawthereunder.Eachoftheparties(a)irrevocablyconsentsandagreesthatanylegalorequitableactionor

- 15 -

proceedings arising under or in connection with this Agreement shall be brought exclusively in thestate or federal

courtsoftheUnitedStateswithjurisdictioninPalmBeachCounty,Florida.Byexecutionanddeliveryofthis

Agreement,eachpartyheretoirrevocablysubmitstoandaccepts,withrespecttoanysuchactionorproceeding,

generallyandunconditionally,thejurisdictionoftheaforesaidcourts,andirrevocablywaivesanyandallrightssuch

party maynowor hereafterhave to objectto suchjurisdiction.

Section 7.03

Notices.   Anynoticeorothercommunicationsrequiredorpermittedhereunder

shallbeinwritingandshallbesufficientlygivenifpersonallydeliveredtoitorsentbytelecopy,overnightcourieror

registered mail or certified mail, postage prepaid, addressed as follows:

If toSNO,to:

If to theCompany,to:

SnöBar Holdings, Inc.

Pacific Ventures Group, Inc.

Attn:Shannon Masjedi, Senior Vice President

Attn: Brett Bertolami,ChiefExecutiveOfficer

117 West 9th Street, Suite 423

200 Camelia Court

Los Angeles, California 90015

Vero Beach, Florida 32963

orsuchotheraddressesasshallbefurnishedinwritingbyanypartyinthe mannerforgivingnoticeshereunder,and

any such notice or communication shall be deemed to have been given (i) upon receipt, ifpersonally delivered, (ii)

on the day afterdispatch, if sentby overnightcourier, (iii)upon dispatch, iftransmitted by telecopy and receiptis

confirmed bytelephone and (iv) three (3) days after mailing, if sent byregistered orcertified mail.

Section 7.04

Attorney’sFees.Intheeventthateitherpartyinstitutesanyactionorsuitto

enforcethis Agreement or to securerelief fromanydefault hereunder or breach hereof, the prevailingpartyshall be

reimbursed by the losing party for allcosts, including reasonable attorney’s fees, incurred in connection therewith

and in enforcingor collectinganyjudgment rendered therein.

Section 7.05

Confidentiality.  Each party hereto agrees with the other that, unless and until the

transactions contemplatedby thisAgreementhavebeenconsummated,itanditsrepresentativeswillhold instrict

confidencealldataandinformationobtainedwithrespecttoanotherpartyoranysubsidiarythereoffromany

representative,officer,directororemployee,orfromanybooksorrecordsorfrompersonalinspection,ofsuchother

party, and shall not use such data or information or disclose the same to others, except (i) to the extent such data or

information is published, is a matter of public knowledge, or is required by law to be published; or (ii) to the extent

thatsuchdataorinformationmustbeusedordisclosedinordertoconsummatethetransactionscontemplatedbythis

Agreement.IntheeventoftheterminationofthisAgreement,eachpartyshallreturntotheotherpartyall

documentsandothermaterialsobtainedbyitoronitsbehalfandshalldestroyallcopies,digests,workpapers,

abstractsorothermaterialsrelatingthereto,andeachpartywillcontinuetocomplywiththeconfidentiality

provisions set forth herein.

Section 7.06

PublicAnnouncementsandFilings.Unless  required  by  applicable  law  or

regulatoryauthority, none of the parties will issue anyreport, statement or press release to the general public, to the

trade,tothegeneraltradeortradepress,ortoanythirdparty(otherthanitsadvisorsandrepresentativesin

connectionwiththetransactionscontemplatedhereby)orfileanydocument,relatingtothisAgreementandthe

transactionscontemplatedhereby,exceptasmaybemutuallyagreedbytheparties.Copiesofanysuchfilings,

publicannouncementsordisclosures, including any announcementsordisclosures mandatedby laworregulatory

authorities, shall be delivered to each partyat least one (1) business dayprior tothereleasethereof.

Section 7.07

Schedules;Knowledge.   Eachpartyispresumedtohavefullknowledgeofall

information set forth in the other party’s schedules delivered pursuant to this Agreement.

Section 7.08

ThirdPartyBeneficiaries.   ThiscontractisstrictlybetweentheCompany,the

SNO Shareholders and SNO, and, exceptas specifically provided, no director, officer, stockholder(otherthan the

SNO Shareholders), employee, agent, independent contractor or any other person or entity shall be deemed to be a

third partybeneficiaryof this Agreement.

- 16 -

Section 7.09

Expenses.    Subject  to  Section  7.04  above,  whether  or  not  the  Exchange  is

consummated, each of the Company and SNO will bear their own respective expenses, including legal, accounting

andprofessionalfees,incurredinconnectionwiththeExchangeoranyoftheothertransactionscontemplated

hereby.

Section 7.10

EntireAgreement.This Agreementrepresentsthe entireagreementbetweenthe

parties relating to the subjectmatter thereof and supersedes allprioragreements, understandings and negotiations,

written or oral, withrespectto such subject matter.

Section 7.11

Survival;Termination.Therepresentations,warranties,andcovenantsofthe

respectivepartiesshallsurvivetheClosingDateandtheconsummationofthetransactionshereincontemplatedfora

period of two years.

Section 7.12

Counterparts.  This Agreement may be executed in multiple counterparts, each of

whichshallbedeemedanoriginalandallofwhichtakentogethershallbebutasingleinstrument.Theexecutionand

deliveryofafacsimileorotherelectronictransmissionofasignaturetothisagreementshallconstitutedeliveryofan

executed original and shallbe bindingupon the personwhose signature appears onthe transmitted copy.

Section 7.13

AmendmentorWaiver.Every  rightand  remedy  provided  herein  shallbe

cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced

concurrentlyherewith,andnowaiverbyanypartyoftheperformanceofanyobligationbytheothershallbe

construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.  At any

timepriortotheClosingDate,thisAgreementmaybyamendedbyawritingsignedbyallpartieshereto,with

respecttoanyofthetermscontainedherein,andanytermorconditionofthisAgreement maybewaivedorthetime

forperformancemaybeextendedbyawritingsignedbythepartyorpartiesforwhosebenefittheprovisionis

intended.

Section 7.14

BestEfforts.Subjecttothetermsandconditionshereinprovided,eachpartyof

SNOandtheCompanyshalluseitsbesteffortstoperformorfulfillallconditionsandobligationstobeperformedor

fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as

practicable.  Each party of SNO and the Company also agrees that it shall use its best efforts to take, or cause to be

taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and

regulations to consummate and make effective this Agreement and the transactionscontemplated herein.

IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by

their respective officers, hereunto duly authorized, as of the date first-above written.

SNÖBAR HOLDINGS, INC.

A Delaware corporation

By:/s/ Shannon Masjedi

Shannon Masjedi, Senior Vice President

PACIFIC VENTURES GROUP, INC.

A Delaware corporation

By:/s/ Brett Bertolami

Brett Bertolami, Chief Executive Officer

- 17 -

EX-31

Exhibit 31.1

Certifications

I, Brett Bertolami, certify that:

1.

I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2015 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.

Date: August 14, 2015

/s/ Brett Bertolami

Brett Bertolami

Chief Executive Officer, Chief Financial

Officer, Principal Accounting Officer, President and Secretary (principal executive officer and principal financial officer

EX-32

EXHIBIT 32.1

Certification

Pursuant to 18 U.S.C. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the quarterly report on Form 10-Q of Pacific Ventures Group, Inc. (the “Registrant’) for the quarter ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brett Bertolami, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President and Secretary of the Registrant, do 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, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated: August 14, 2015

By: /s/ Brett Bertolami

Brett Bertolami

Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President and Secretary (principal executive officer and principal financial officer

This certification accompanies this quarterly report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference. A signed original of this written statement required by Section 906 will be retained by Pacific Ventures Group, Inc. and furnished to the Securities Exchange Commission or its staff upon request.

XML

Related Party Transactions

6 Months Ended

Jun. 30, 2015

Notes

Related Party Transactions

Note 4: Related Party Transactions

On March 31, 2014, Brett Bertolami, the sole officer and director of the Company converted advanced money to the company into a promissory note for $400.  On March 31, 2015, Mr. Bertolami converted an additional $400 advanced to the Company into a promissory note.  All of the money was used to pay operating expenses.  The notes accrue interest at 2% annually until repaid.

For 2015 and 2014, the sole officer and director of the Company has provided office space at no cost to the Company.

XML

Capital Stock

6 Months Ended

Jun. 30, 2015

Notes

Capital Stock

Note 3: Capital Stock

Preferred Stock and Common Stock – The Company’s Board of Directors is expressly granted the authority to issue, without stockholder action, the authorized shares of the Company’s preferred and common stock. The Board of Directors may issue shares and determine the powers, preferences, limitations, and relative rights of any class of shares before the issuance thereof.

Preferred Stock – On October 22, 2012, the Company filed a Restated and Amended Certificate of Incorporation increasing the authorized Preferred Stock to 10,000,000 shares, par value $0.001 per share.

Series E Preferred Stock was authorized October 2006 for up to 1,000,000 shares.  Under the rights, preferences and privileges of the Series E Preferred Stock, the holders of the preferred stock receive a 10 to 1 voting preference over common stock.  Accordingly, for every share of Series E Preferred Stock held, the holder received the voting rights equal to 10 shares of common stock.  The Series E Preferred Stock is not convertible into any other class of stock of the Company and has no preference to dividends or liquidation rights.   As of June 30, 2015, and December 31, 2014, there were 1,000,000 Series E Preferred shares outstanding.

Common Stock – On October 22, 2012, the Company filed a Restated and Amended Certificate of Incorporation increasing the authorized common stock to 100,000,000 shares, par value $0.001 per share.  Effective November 8, 2012, there was a reverse split of the issued and outstanding common stock of the Company on a basis of fifty (50) to one (1).  All fractional shares were rounded up to the nearest whole share, with no shareholder falling below 100 shares.  There were 43,089 shares issued for rounding.  The effects of which have been included in these financial statements as if the split had occurred at the beginning of the first period presented.  As of June 30, 2015, and December 31, 2014, there were 384,031 shares of common stock outstanding.

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PACIFIC VENTURES GROUP, INC. Balance Sheets - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Current Assets:
Cash	$ 0	$ 0
Total Current Assets	0	0
Total assets	0	0
Current Liabilities:
Accounts payable	11,059	7,471
Notes Payable	20,522	14,576
Notes Payable due to officer	800	400
Interest Payable	343	173
Interest Payable due to officer	10	6
Total current liabilities	32,734	22,626
Preferred Stock, 10,000,000 shares authorized, $0.001 par value:
Series E Preferred stock, 1,000,000 shares authorized, issued and outstanding	1,000	1,000
Common stock, $0.001 par value; 100,000,000 shares authorized; 384,031 shares issued and outstanding	384	384
Additional paid-in capital	47,075,200	47,075,200
Accumulated earnings (deficit)	(47,109,318)	(47,099,210)
Total stockholder's equity (deficit)	(32,734)	(22,626)
Total liabilities and stockholders' equity (deficit)	$ 0	$ 0

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Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2015

Notes

Basis of Presentation and Summary of Significant Accounting Policies

Note 1: Basis of Presentation and Summary of Significant Accounting Policies

Organization – Pacific Ventures Group, Inc. (the “Company” or “Pacific Ventures”) 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.

Going Concern – The Company’s financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated any revenue for several years and the sole officer and director of the Company has provided capital to pay prior and current obligations. The Company requires additional capital to continue its limited operations. Furthermore, the Company’s officer and director serves without compensation. The Company assumes that these arrangements and the availability of future capital sources will continue into the future, but no assurance thereof can be given. A change in these circumstances would have a material adverse effect on the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Income Taxes

The Company utilizes the liability method of accounting for income taxes as set forth in ASC 740-20, “Accounting for Income Taxes.” Under the liability method, deferred taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

Estimates

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

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company considers all highly-liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Revenue Recognition

The Company plans to recognize revenue when the following four conditions are present: (1) persuasive evidence of an agreement exists, (2) the price is fixed or determinable, (3) delivery has occurred or services are rendered, and (4) collection is reasonably assured.

Income (Loss) Per Common Share

Income (Loss) per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the periods presented. The Company has no potentially dilutive securities. Accordingly, basic and dilutive loss per common share are the same.

Fair Value

The carrying values of cash and cash equivalents, and accounts payable and accrued liabilities approximate their fair values because of the short-term maturity of these financial instruments.

Recently Issued Accounting Pronouncements

The Company has reviewed recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

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Income Taxes

6 Months Ended

Jun. 30, 2015

Notes

Income Taxes

Note 2: Income Taxes

Due to losses at June 30, 2015 and 2014, the Company had no income tax liability.  At June 30, 2015 and 2014, the Company had available unused operating loss carry forwards of approximately $134,599 and $118,278, respectively, which may be applied against future taxable income and which expire in various years through 2035.

The amount of and ultimate realization of the benefits from the operating loss carry forwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined at this time.  Because of the uncertainty surrounding the realization of the loss carry forwards, the Company has established a valuation allowance equal to the tax effect of the loss carry forwards and, therefore, no deferred tax asset has been recognized for the loss carry forwards.  The net deferred tax assets are approximately $50,205and $48,118 as of June 30, 2015 and 2014, respectively, with an offsetting valuation allowance of the same amount resulting in a change in the valuation allowance of approximately $3,771 during the six months ended June 30, 2015.

Components of income tax are as follows:

		Six Months Ended June 30, 2015		Six Months Ended June 30, 2014
Current	$	0	$	0
Federal		0		0
State		0		0
Deferred	$	0	$	0
	$	0	$	0

A reconciliation of the provision for income tax expense with the expected income tax computed by applying the federal statutory income tax rate to income before provision for income taxes as follows:

		Six Months Ended June 30, 2015		Six Months Ended June 30, 2014
Income tax computed at Federal statutory tax rate of 34%	$	(3,437)	$	(3,429)
State taxes (net of federal benefit) of 3.3%		(334)		(332)
Deferred taxes and other		3,771		3,761
	$	-	$	-

The Company has no tax positions at June 30, 2015 and 2014, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the period ended June 30, 2015 and 2014, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at June 30, 2015 and 2014. Under the rules of the Internal Revenue Service, the Company's tax returns for the previous three years remain open for examination.

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PACIFIC VENTURES GROUP, INC. Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position
Preferred stock authorized	10,000,000	10,000,000
Preferred stock par value	$ 0.001	$ 0.001
Series E Preferred stock authorized	1,000,000	1,000,000
Series E Preferred stock issued	1,000,000	1,000,000
Series E Preferred stock outstanding	1,000,000	1,000,000
Series E Preferred stock par value	0.001	0.001
Common Stock Authorized	100,000,000	100,000,000
Common Stock Par Value	$ 0.001	$ 0.001
Common stock outstanding	384,031	384,031
Common stock issued	384,031	384,031

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Related Party Transactions (Details) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Jun. 30, 2015	Sep. 30, 2014	Apr. 02, 2014	Dec. 31, 2013
Details
Proceeds - related party payable	$ 400	$ 400	$ 400
Related party notes accrued interest rate	2.00%	2.00%	2.00%	2.00%	2.00%	2.00%

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 14, 2015
Document and Entity Information
Entity Registrant Name	Pacific Ventures Group, Inc.
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Entity Central Index Key	0000882800
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		384,031
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Trading Symbol	pacv

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Notes Payable (Details) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Jun. 30, 2015	Sep. 30, 2014	Apr. 02, 2014	Dec. 31, 2013
Details
Proceeds - related party payable	$ 400	$ 400	$ 400
Related party notes accrued interest rate	2.00%	2.00%	2.00%	2.00%	2.00%	2.00%
Notes Payable, Related Parties			$ 810
March 2015 related party note			20,865
Principal amount of notes payable	$ 1,446	$ 4,372	$ 4,500	$ 5,630	$ 2,500	$ 2,074

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PACIFIC VENTURES GROUP, INC. Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement
Revenue	$ 0	$ 0	$ 0	$ 0
Operating expenses:
General and administrative	9,534	5,588	9,934	10,027
Total operating expenses	9,534	5,588	9,934	10,027
Loss from operations	(9,534)	(5,588)	(9,934)	(10,027)
Other Income (Expense)
Interest income	0	0	0	0
Interest expense	(99)	(46)	(174)	(57)
Total other income (expense)	(99)	(46)	(174)	(57)
Net income (loss)	$ (9,633)	$ (5,634)	$ (10,108)	$ (10,084)
Net income (loss) per share of common stock	$ (0.03)	$ (0.01)	$ (0.03)	$ (0.03)
Weighted average number of common shares	384,031	384,031	384,031	384,031

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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2015

Policies

Organization

Organization – Pacific Ventures Group, Inc. (the “Company” or “Pacific Ventures”) 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.

Going Concern

Going Concern – The Company’s financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated any revenue for several years and the sole officer and director of the Company has provided capital to pay prior and current obligations. The Company requires additional capital to continue its limited operations. Furthermore, the Company’s officer and director serves without compensation. The Company assumes that these arrangements and the availability of future capital sources will continue into the future, but no assurance thereof can be given. A change in these circumstances would have a material adverse effect on the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Income Taxes

Income Taxes

The Company utilizes the liability method of accounting for income taxes as set forth in ASC 740-20, “Accounting for Income Taxes.” Under the liability method, deferred taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

Estimates

Estimates

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

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company considers all highly-liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Revenue Recognition

Revenue Recognition

The Company plans to recognize revenue when the following four conditions are present: (1) persuasive evidence of an agreement exists, (2) the price is fixed or determinable, (3) delivery has occurred or services are rendered, and (4) collection is reasonably assured.

Income (loss) Per Common Share

Income (Loss) Per Common Share

Income (Loss) per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the periods presented. The Company has no potentially dilutive securities. Accordingly, basic and dilutive loss per common share are the same.

Fair Value

Fair Value

The carrying values of cash and cash equivalents, and accounts payable and accrued liabilities approximate their fair values because of the short-term maturity of these financial instruments.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

The Company has reviewed recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

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Subsequent Events

6 Months Ended

Jun. 30, 2015

Notes

Subsequent Events

Note 6: 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 our financial statements and the required disclosures for such events.

Share Exchange

On August 14, 2015, the Company entered into that certain Share Exchange Agreement ("Exchange Agreement") with Snobar Holdings, Inc., a Delaware corporation ("Snobar"), and the shareholders of Snobar ("Snobar Shareholders") who hold of record (i) at least 99% and up to 100% of the total issued and outstanding shares of Snobar’s Class A Common Stock (“Snobar Class A Common Stock”) and (ii) 100% of the total issued and outstanding shares of Snobar’s Class B Common Stock (“Snobar Class B Common Stock”). In accordance with the terms and provisions of the Exchange Agreement, the Company shall acquire (i) at least 99% and up to 100% of the total issued and outstanding shares of Snobar Class A Common Stock and (ii) 100% of the total issued and outstanding shares of Snobar Class B Common Stock from the Snobar Shareholders, thus making Snobar a majority-owned subsidiary or wholly-owned subsidiary, in exchange for the issuance to the Snobar Shareholders of at least 22,285,000 and up to 22,500,000 shares of restricted common stock of the Company (the "Exchange") for each share of common stock of Snobar while simultaneously issuing 2,500,000 shares of restricted common stock of the Company (“Other Issuance”) to certain other persons (“Other Persons”).

An initial closing date (“Initial Closing Date”) is anticipated to close by no later than August 31, 2015 but in no event before the Exchange Agreement has been signed by Snobar Shareholders holding at least 80% of the shares of SNO common stock outstanding. Subsequent to the Initial Closing Date, the Company may complete one or more additional Closings to complete the exchanges provided for in the Exchange Agreement to allow the Company to complete the acquisition of at least 99% and up to 100% of the SNO common stock for a period of up to 30 days after the Initial Closing Date.  Upon completion of this part of the acquisition, Snobar will become our majority-owned or wholly-owned subsidiary and the Company’s pro-forma shares of common stock outstanding giving effect to the acquisition of Snobar is expected to be approximately at least 25,172,000 and up to 25,387,000 shares of common stock of the company outstanding with at least 22,285,000 and up to 22,500,000 shares or approximately 89% thereof owned by the Snobar Shareholders and 1,000,000 shares of the Company's Series E Preferred Stock" (with a 10 to 1 voting preference over common stock) with 100% thereof owned by a Snobar Shareholder, namely Shannon Masjedi

Also in accordance with the terms and provisions of the Exchange Agreement: (i) Bob Smith shall be appointed as the Chief Executive Officer and a member of the Board of Directors of the Company; (ii) Shannon Masjedi shall be appointed as the President and Secretary and a member of the Board of Directors of the Company; (iii) Marc Shenkman shall be appointed as the Executive Vice President and a member of the Board of Directors of the Company; and (iv) Brett Bertolami shall resign from all of his positions as an officer of the Company, including, but not limited to, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President and Secretary, and as a member of the Board of Directors of the Company.

Thus, the share exchange will represent a change in control of the Company and a change in business operations. Therefore, based on the change in control of the Company, the business operations of the Company will change to that of Snobar. Snobar is the sole beneficiary of Snobar Trust, a California trust ("Trust"). The Trust owns 100% of the shares of International Production Impex Corporation, a California corporation ("IPIC"). IPIC is the owner of the licenses and trade names "Snobar" and is in the business of selling and distributing alcohol-infused ice creams and ice-pops through its distributors (the "Business"). As a result of the foregoing chain of ownership, Snobar is the beneficiary of all assets, liabilities and any income received from the Business of IPIC.

Through the operations of IPIC, Snobar produces and distributes through third party manufacturers and distributors Snobar alchohol infused popsicles, which are original frozen beverage alcohol bars similar to popsicles on a stick, but created in a way that they are made with premium liquors, such as tequila and vodka. Margarita, Cosmopolitan and Mojito are just a few of the manufactured cocktails that currently exist in the market. The alcohol freezing technology of Snobar can be applied to almost any cocktail/alcohol type and mixture, presenting significant market potential and an almost unlimited variety of quality flavors and employment of premium brands.

In addition, through the operations of IPIC, Snobar produces and distributes through third party manufacturers and distributors Snobar alchohol infused Ice Cream products, which are premium quality ice cream and sorbets that are also distilled spirit cocktails containing 20-30% quality liqueurs and liquors. Currently, there are 50 different Liquor Ice Cream flavors in development in classic ice cream drink flavors such as Irish Cream Ice Cream, Mojito Sorbet, Sherry Ice Cream, Brandy Alexander and Strawberry Margarita Sorbet.

Snobar products have been through extensive consumer testing across all age groups and sexes over 21 years of age. According to the results of the consumer testing, there is a large untapped market potential for frozen alcohol desserts.

The foregoing is a summary description of the terms and conditions of the Exchange Agreement and does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement, which is filed as Exhibits 10.1 to this Quarterly Report on Form 10-Q and incorporated by reference herein.

As permitted by Form 8-K, upon the initial closing occurring on August 31, 2015, the Company anticipates filing a Form 8-K on September 4, 2015 pertaining to the consummation of the Share Exchange, including Form 10 information as required by Item 2.01 of Form 8-K.

Amendment to Bylaws

Pursuant to authorization of the Board as permitted by the Delaware General Corporation Law and the provisions of the Company’s bylaws (“Bylaws”), the Bylaws were amended (the “Bylaws Amendment”) effective as of August 14, 2015 to reflect a change in the name of the Company to Pacific Ventures Group, Inc. (the “Company”). The Bylaws Amendment replaces all references in the Bylaws to American Eagle Group, Inc. with references to Pacific Ventures Group, Inc. A copy of the Bylaws Amendment is attached to this Quarterly Report on Form 10-Q as Exhibit 3 (iii).

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Subsequent Events (Details)	6 Months Ended
	Jun. 30, 2015
Details
Business Combination, Control Obtained Description	On August 14, 2015, the Company entered into that certain Share Exchange Agreement ('Exchange Agreement') with Snobar Holdings, Inc., a Delaware corporation ('Snobar'), and the shareholders of Snobar ('Snobar Shareholders') who hold of record (i) at least 99% and up to 100% of the total issued and outstanding shares of Snobar’s Class A Common Stock (“Snobar Class A Common Stock”) and (ii) 100% of the total issued and outstanding shares of Snobar’s Class B Common Stock (“Snobar Class B Common Stock”). In accordance with the terms and provisions of the Exchange Agreement, the Company shall acquire (i) at least 99% and up to 100% of the total issued and outstanding shares of Snobar Class A Common Stock and (ii) 100% of the total issued and outstanding shares of Snobar Class B Common Stock from the Snobar Shareholders, thus making Snobar a majority-owned subsidiary or wholly-owned subsidiary, in exchange for the issuance to the Snobar Shareholders of at least 22,285,000 and up to 22,500,000 shares of restricted common stock of the Company (the 'Exchange') for each share of common stock of Snobar while simultaneously issuing 2,500,000 shares of restricted common stock of the Company (“Other Issuance”) to certain other persons (“Other Persons”). An initial closing date (“Initial Closing Date”) is anticipated to close by no later than August 31, 2015 but in no event before the Exchange Agreement has been signed by Snobar Shareholders holding at least 80% of the shares of SNO common stock outstanding. Subsequent to the Initial Closing Date, the Company may complete one or more additional Closings to complete the exchanges provided for in the Exchange Agreement to allow the Company to complete the acquisition of at least 99% and up to 100% of the SNO common stock for a period of up to 30 days after the Initial Closing Date. Upon completion of this part of the acquisition, Snobar will become our majority-owned or wholly-owned subsidiary and the Company’s pro-forma shares of common stock outstanding giving effect to the acquisition of Snobar is expected to be approximately at least 25,172,000 and up to 25,387,000 shares of common stock of the company outstanding with at least 22,285,000 and up to 22,500,000 shares or approximately 89% thereof owned by the Snobar Shareholders and 1,000,000 shares of the Company's Series E Preferred Stock' (with a 10 to 1 voting preference over common stock) with 100% thereof owned by a Snobar Shareholder, namely Shannon Masjedi

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Income Taxes (Details) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Details
Tax credit carryforward amount	$ 134,599	$ 118,278
Net deferred tax assets	50,205	48,118
Change in valuation allowance	3,771
Federal	0	0
State	0	0
Deferred	0	0
Income tax computed at Federal statutory tax rate of 34%	(3,437)	(3,429)
State taxes (net of federal benefit) of 3.3%	(334)	(332)
Deferred taxes and other	$ 3,771	$ 3,761

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2015

Tables/Schedules

Schedule of Components of Income Tax Expense (Benefit)

Components of income tax are as follows:

		Six Months Ended June 30, 2015		Six Months Ended June 30, 2014
Current	$	0	$	0
Federal		0		0
State		0		0
Deferred	$	0	$	0
	$	0	$	0

Schedule of Effective Income Tax Rate Reconciliation

		Six Months Ended June 30, 2015		Six Months Ended June 30, 2014
Income tax computed at Federal statutory tax rate of 34%	$	(3,437)	$	(3,429)
State taxes (net of federal benefit) of 3.3%		(334)		(332)
Deferred taxes and other		3,771		3,761
	$	-	$	-

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Notes Payable (Tables)

6 Months Ended

Jun. 30, 2015

Tables/Schedules

Schedule of Notes Payable

Date	Principal Amount	Interest Rate Until Paid
June 30, 2015	$4,500	2%
March 31, 2015	$1,446	2%
September 30, 2014	5,630	2%
April 1, 2014	2,500	2%
March 31, 2014	4,372	2%
December 31, 2013	2,074	2%

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Capital Stock (Details) - $ / shares	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014	Oct. 22, 2012	Oct. 30, 2006
Details
Preferred stock authorized	10,000,000	10,000,000	10,000,000
Preferred stock par value	$ 0.001	$ 0.001	$ 0.001
Series E Preferred stock authorized	1,000,000	1,000,000		1,000,000
Preferred Stock, Participation Rights	Under the rights, preferences and privileges of the Series E Preferred Stock, the holders of the preferred stock receive a 10 to 1 voting preference over common stock. Accordingly, for every share of Series E Preferred Stock held, the holder received the voting rights equal to 10 shares of common stock. The Series E Preferred Stock is not convertible into any other class of stock of the Company and has no preference to dividends or liquidation rights.
Series E Preferred stock outstanding	1,000,000	1,000,000
Common Stock Authorized	100,000,000	100,000,000	100,000,000
Common Stock Par Value	$ 0.001	$ 0.001	$ 0.001
Stockholders' Equity, Reverse Stock Split	50
Shares issued for rounding	43,089
Common stock outstanding	384,031	384,031

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PACIFIC VENTURES GROUP, INC. Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net income (loss)	$ (10,108)	$ (10,084)
Adjustments to reconcile net loss to net cash used by operating activities
Increase (decrease) in accounts payable	3,588	2,748
Increase (decrease) in accrued interest	174	57
Net cash used in operating activities	(6,346)	(7,279)
Cash flows from financing activities:
Proceeds - related party payable	400
Proceeds from notes payable	5,946	6,872
Net cash provided by financing activities	6,346	7,272
Net change in cash	0	(7)
Cash, beginning of period	0	7
Cash, end of period	0	0
Cash paid during the period for:
Income Taxes	0	0
Interest	$ 0	$ 0

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Notes Payable

6 Months Ended

Jun. 30, 2015

Notes

Notes Payable

Note 5: Notes Payable

On March 31, 2014, Brett Bertolami, the sole officer and director of the Company converted advanced money to the Company into a promissory note for $400.  On March 31, 2015, Mr. Bertolami converted an additional $400 advanced to the Company into a promissory note.  All of the money was used to pay operating expenses.  The notes accrue interest at 2%  annually until repaid.  The balance of the notes payable, with interest, is $810.

From December, 2013, to June 30, 2015, the Company has borrowed funds from a private corporation to pay operating expenses.  These amounts were converted into the following promissory notes.  The balance of the notes payable, with interest, is $20,865 at June 30, 2015.

Date	Principal Amount	Interest Rate Until Paid
June 30, 2015	$4,500	2%
March 31, 2015	$1,446	2%
September 30, 2014	5,630	2%
April 1, 2014	2,500	2%
March 31, 2014	4,372	2%
December 31, 2013	2,074	2%