Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: February 6, 2024

(Date of earliest event reported)

PACIFIC VENTURES GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-54584		75-2100622
(State of Incorporation)		Commission File Number		(IRS EIN)

117 W 9th St. Suite 316

Los Angeles, CA 90015

(Address of principal executive offices)

(310) 392-5606

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on which Registered
None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation; Change in Fiscal Year

On February 6, 2024, Pacific Ventures Group, Inc. (the “Company”) effected a reverse split (“Reverse Stock Split”) of its issued common stock in a ratio of 250-for-1, as previously approved by its majority shareholder and Board of Directors. The Company’s symbol will be appended with the letter “D” which will be removed in 20 business days, at which time the symbol will revert back to PACV.

As a result of the Reverse Stock Split, every 250 shares of the Company’s issued and outstanding common stock, par value $.0001 per share, will be converted into one (1) share of common stock, par value $.001 per share, reducing the number of issued and outstanding shares of the Company’s common stock. The Company’s authorized shares are 900,000,000 (Nine Hundred Million). The new CUSIP number for the Company’s common stock will be 93208X201.

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company’s common stock not evenly divisible by 250, will have the number of post-reverse split shares of the Company’s common stock to which they are entitled rounded up to the nearest whole number of shares of the Company’s common stock. No stockholders will receive cash in lieu of fractional shares.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

	Exhibit No.		Description

	3.1		Certificate of Amendment to the Certificate of Incorporation of the Company filed on August 25, 2023 (incorporated by reference to Exhibit 3.4 of the Company’s Quarterly Report on Form 10-Q dated November 20, 2023)

	104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	Pacific Ventures Group, Inc.

Dated: February 6, 2024	By:	/s/ Shannon Masjedi
		Shannon Masjedi, CEO

Cover	Feb. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 06, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-54584
Entity Registrant Name	PACIFIC VENTURES GROUP, INC.
Entity Central Index Key	0000882800
Entity Tax Identification Number	75-2100622
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	117 W 9th St. Suite 316
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90015
City Area Code	(310)
Local Phone Number	392-5606
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false