Washington, D.C. 20549






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


Date of Report (Date of earliest event reported): August 21, 2019



(Exact name of registrant as specified in its charter)


Delaware   000-54584   75-2100622

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


117 West 9th Street, Suite 316

Los Angeles, CA 90015

(Address of principal executive offices) (Zip Code)


(310) 392-5606

(Registrant’s telephone number, including area code)


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


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


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


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


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


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


Emerging growth company      [  ]


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






Item 7.01 Regulation FD Disclosure.


On August 21, 2019, the Company issued a press release announcing it has entered into an agreement to acquire a distribution company focused on food, frozen foods and other related products located in Southern California. A copy of the press release is filed and attached hereto as Exhibit 99.1.


The information in this Item 7.01 of this Current Report on Form 8-K and the related Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01. Financial Statements and Exhibits.


(d)     Exhibits


Exhibit No.



99.1   Press release dated August 21, 2019






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.


Dated: August 21, 2019 By:  /s/ Shannon Masjedi
  Name: Shannon Masjedi
  Title: President, Chief Executive Officer and Interim Chief Financial Officer




Exhibit 99.1


Pacific Ventures Group Inc. Announces Signing of Asset Purchase Agreement for California Food Distribution Company


Los Angeles, California, Aug. 21, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Pacific Ventures Group (OTC PINK: PACV) (the “Company”), an investment group concentrating in food and beverage distribution, announced today that it signed an Asset Purchase Agreement to acquire a distribution company focused on food, frozen foods and other related products located in Southern California through its subsidiary.


Pacific Ventures Group began its due diligence process earlier this year and expects to close the transaction after both parties complete their legal review. The California food distribution company has current annual revenues in excess of $30M, serves customers in the state of California and other nearby states. This acquisition complements the Company’s existing food distribution business which is operated by San Diego Farmers Outlet.


The acquisition will result in a food distribution business with greater revenues and profits. The company will also have a larger combined customer base, expanded range of products, and an expanded network of retail and institutional accounts.


Pacific Ventures Group and its management believe that the acquisition will create a substantial new revenue stream, in addition to that of the current distribution company San Diego Farmers Outlet.


About Pacific Ventures Group:


Pacific Ventures is focused on expansion within the consumer products, food, beverage and alcohol-related industries. For more information on PACV, please visit www.pacvgroup.com. (You need to be at least 21 years of age (legal age to consume alcohol) to visit the section of the web site dedicated to SnoBar.)


Forward-Looking Statement: This press release may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Investors are cautioned that such forward-looking statements involve risks and uncertainties, which include but are not limited to, the inability of the company to obtain financing sufficient to maintain its operations and execute its acquisition strategy; the inherent uncertainties associated with smaller reporting companies; and other risks detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission.


Contact: Info@pacvgroup.com