DEFINTIVE
INFORMATION STATEMENT, AS AMENDED
OF
PACIFIC VENTURES GROUP, INC..
117 West 9th Street, Suite 316
Los
Angeles, California 90015
Telephone:
(310) 392-5606
To
Our Stockholders:
On
October 25, 2018, the Board of Directors of Pacific Ventures Group, Inc. (the “Company” or “Registrant”)
unanimously authorized and approved a reverse split of the issued and outstanding shares of the Company’s common stock,
par value $.001 (the “Shares” or “Common Stock”) , including Shares of Common Stock reserved for issuance,
in a ratio to be determined by the Registrant’s Board of Directors, not to exceed a one-for-two hundred and fifty (1:250)
basis (the “Reverse Split”).
The
Reverse Split was authorized and approved by the Joint Written Consent of the Board of Directors and Majority Consenting Stockholders
of the Company dated October 25, 2018, a copy of which is attached hereto as Exhibit A.
This
Information Statement will be sent to you for information purposes only and you are not required to take any action.
We
Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy
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By
Order of the Board of Directors:
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/s/
Shannon Masjedi
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Shannon
Masjedi
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Chief
Executive Officer and Director
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Los
Angeles, California
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February
28, 2019
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PACIFIC
VENTURES GROUP, INC..
117 West 9th Street, Suite 316
Los
Angeles, California 90015
Telephone:
(310) 392-5606
Information
Statement Pursuant to Section 14C of the Securities Exchange Act of 1934
This
Definitive Information Statement, as amended, is being filed by Pacific Ventures Group, Inc. (the “Company” or “Registrant”)
with the United States Securities and Exchange Commission (the “SEC”) on February 28, 2019, based upon the Joint Written
Consent of the Board of Directors and the consent of the holders of a majority of outstanding shares of voting capital stock of
the Company (the “Majority Consenting Stockholders”) of the Company dated October 25, 2018 (the “Joint Written
Consent”). A copy of the Joint Written Consent is attached as Exhibit A to this Information Statement.
The
purpose of this Definitive Information Statement, as amended, is to provide disclosure to our stockholders regarding the
corporate action (the “Corporate Action”) ratified and approved by the Joint Written Consent, based upon the unanimous
approval by our Board of Directors and the Majority Consenting Stockholders, including Shares of outstanding Common Stock and
shares of Series E Convertible Preferred Stock, par value $0.001 per share (the “Series E Preferred”) held by the
holders of our voting capital stock (the “Majority Consenting Stockholders,” as that term is defined below, to implement
a reverse split in a ratio and at a time and date to be determined by the Company’s Board of Directors, not to exceed a
one-for-two hundred and fifty (1:250) basis, within one hundred eighty (180) days from the date of filing of this amended Definitive
Information Statement on Form 14C with the SEC (the “Reverse Split”). The Board of Directors decided that it is in
the best interests of the Company and its stockholders to extend the time to determine the ratio of the Reverse Split for an additional
one hundred eighty (180) days in order to: (i) evaluate the success of its capital raising efforts related to the offering of
$10 million in preferred stock pursuant to the Company’s registration statement declared effective by the Commission on
February 4, 2019; and (ii) the growth of its operations during the extension.
The
Reverse Split ratio one-for-two hundred and fifty (1:250) was based upon the recent share price of $0.01, and management believes
that the Reverse Split ratio may be far lower than 1:250 and may, in fact, be in the range of 1:30 or 1:50 or perhaps lower. Currently,
management anticipates only moving forward with Reserve Split if it is necessary to meet the required exchange criteria and, as
set forth in the Definitive Information Statement on Schedule 14C, only up to an amount that, based upon the price of the Common
Stock at such time, in order to satisfy any exchange listing requirement and qualify for listing of its shares of Common Stock
on an exchange, if and when the Company determines that it is in the best interests of the Company and its stockholders to seek
any listing, if ever.
In
order the implement the Reverse Split, which may be referred to as the “Corporate Action,” after filing of the Definitive
Information Statement on Schedule 14C with the SEC, the Company must make application with FINRA to approve the Corporate Action,
designating the ratio of the Reverse Split.
The
Joint Written Consent of the Company’s Board of Directors and the Majority Consenting Stockholders approving the Corporate
Action was adopted pursuant to the provisions of Section 228 of Title 8 of the Delaware General Corporation Law (“DGCL”).
Pursuant
to Rule 14c-2(b) promulgated by the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”), the actions
approved by the Joint Written Consent of the Board of Directors and the Majority Consenting Stockholders cannot become effective
until twenty (20) days from the date of mailing of the Definitive Information Statement to our stockholders. This Information
Statement shall constitute notice to our stockholders of the above Corporate Action taken by the Corporation pursuant to the Joint
Written Consent.
New
Common Stock certificates will not be issued on or after the date that FINRA approves the Reverse Split (the “Effective
Date”) but may be issued subsequently with respect to any certificates returned to the transfer agent upon a sale, exchange,
or for any other purpose following the implementation of the Reverse Split. No fractional shares will be issued in connection
with the Reverse Split. Any fractional share will be rounded up to the third whole integer in such a manner that every stockholder
shall own at least 100 shares as a result of the Reverse Split.
The
Company’s Common Stock is subject to quotation on the OTC Market under the symbol “PACV.” Upon the approval
by FINRA the Reverse Split, FINRA will change our symbol from “PACV” to “PACVD” for a period of twenty
(20) business days to indicate to the brokerage and investment community that the Reverse Split has occurred, following which
our symbol will be “PACV” once again.
REVERSE
SPLIT
On
October 25, 2018, the Company’s Board of Directors unanimously approved the of the Reverse Split of the issued and outstanding
shares of Common Stock, including shares of Common Stock reserved for issuance, in a ratio and at a time and date to be determined
by the Company’s Board of Directors, not to exceed a one-for-two hundred fifty (1:250) basis within one hundred eighty (180)
days from the date of filing of this amended Definitive Information Statement on Form 14C with the SEC (the “Reverse Split”).
The Board of Directors decided that it is in the best interests of the Company and its stockholders to extend the time to determine
the ratio of the Reverse Split for an additional one hundred eighty (180) days in order to: (i) evaluate the success of its capital
raising efforts related to the offering of $10 million in preferred stock pursuant to the Company’s registration statement
declared effective by the Commission on February 4, 2019; and (ii) the growth of its operations during the extension.
The
Corporate Action, which provides for the implementing the Reverse Split, was based upon and approved by the Joint Written Consent
of the Board of Directors and Majority Consenting Stockholders dated October 25, 2018, a copy of which is attached hereto as Exhibit
A.
Material
Terms of the Reverse Split
As
of October 25, 2018, the Record Date, and the date of filing of this Definitive Information Statement, the Company currently has
149,213,563 issued and outstanding shares of Common Stock, which does not include shares of Common Stock reserved for issuance
underlying certain convertible notes. In addition, the Company has issued and outstanding 1,000,000 shares of Series E Preferred
Stock, par value $0.001 per share (the “Series E Preferred Stock”) that have ten (10) votes per share. Shannon Masjedi,
our CEO, director and principal stockholder, is the holder of the outstanding shares of Series E Preferred Stock, which will not
be subject to the Reverse Split. Each share of Series E Preferred Stock has the equivalent of ten (10) votes of Common. Ms. Masjedi,
the holder of the Series E Preferred Stock, and certain Common Stockholders owning in the aggregate approximately 56.3% of the
total voting power of all issued and outstanding voting shares of the Company (the “Majority Consenting Stockholders, have
executed the Joint Written Consent, attached as Exhibit A hereto. Ms. Masjedi, the holder of Series E Preferred Stock shall vote
together with the holders of Common Stock as a single class.
In
the event that the Board of Directors implements a one for two hundred fifty (1:250) reverse, the maximum authorized by the Joint
Written Consent, of which there can be no assurance, there will approximately 600,000 shares of Common Stock issued and outstanding,
excluding the shares reserved for issuance underlying the convertible preferred shares and convertible notes. The Board of Directors
believes that the Reverse Split, which will affect all holders of shares of Common Stock and holders of convertible note equally
(but will not affect the outstanding shares of Series E Preferred Stock). The Company believes that the Reverse Stock will benefit
all stockholders, as without the Reverse Split, the Company in all likelihood will have difficulties if and when it seeks to raise
additional capital for its anticipated future growth and seeks to uplist its shares of Common Stock on a National Exchange, of
which there can be no assurance.
However,
the reduction in the number of outstanding shares of Common Stock following implementation of the Reverse Split, if implemented,
could adversely affect the trading market for our Common Stock by reducing the relative level of liquidity of the shares of Common
Stock. Further, there can be no assurance that the Reverse Split will result in a proportionate increase or, for that matter,
any increase, in the price of the shares of Common Stock subject to quotation on the OTC Market.
Any
new shares issued following the Effective Date of the Reverse Split will be fully-paid and non-assessable shares. On the Effective
Date of the Reverse Split, the number of stockholders will remain unchanged because those stockholders who would otherwise receive
only be entitled to receive a fractional share will receive a number of shares rounded up to the third whole integer in such a
manner that every stockholder shall own at least 100 shares as a result of the Reverse Split.
The
Reverse Split will not change the number of authorized shares of Common Stock, which will continue to be 500,000,000 shares of
Common Stock, or the par value of our Common Stock, which will continue to be $0.001 per share. While the aggregate par value
of our outstanding Common Stock will be reduced as a result of the Reverse Split, our additional paid-in capital will be increased
by a corresponding amount. Therefore, the Reverse Split will not affect our total stockholders’ equity. All share and per
share information will be retroactively adjusted to reflect the Reverse Split for all periods presented in our future financial
reports and regulatory filings.
On
November 23, 2018, the date immediately preceding the filing of this Definitive Information Statement on Schedule 14C, the closing
price of our shares subject to quotation on the OTC Market was approximately $0.01 and the total market value was approximately
$1.49 million based on the 149,213,753 shares of Common Stock issued and outstanding.
Rationale
for the Reverse Split
The
Board of Directors believes that a Reverse Split should, at least initially, increase the price of our shares of Common Stock
to approximately $2.50 per share, in the event that our Board of Directors elected to implement the maximum reverse based on a
one-for-two hundred fifty (1:250) ratio, which ratio is subject to the discretion of our Board of Directors. Our stockholders
should understand that as of the date of this Definitive Information Statement, our Board has not determined the exact ratio of
the Reverse Split nor the date that the Reverse Split will be implemented. Nevertheless, the Joint Written Consent provides that
the Reverse Split, if implemented, must be initiated within 180 days of the filing of this Definitive Information Statement,
as amended, subject to approval of the Reverse Split by FINRA.
While
the Reverse Split will not increase to total market value of our Common Stock, the Board of Directors believes that the increase
in the price of our shares of Common Stock, which increase may not necessarily be sustained, should make our shares of Common
Stock more attractive to potential investors, encourage investor interest and trading in, and possibly the marketability of, our
Common Stock.
In
addition, because brokers’ commissions on lower-priced stocks generally represent a higher percentage of the stock price
than commissions on higher-priced stocks, the current per share price of our Common Stock can result in individual stockholders
paying transaction costs (commissions, markups or markdowns) that constitute a higher percentage of their total share value than
would be the case if the share price of our Common Stock were higher. This difference in transaction costs may also further limit
the willingness of institutional investors to purchase shares of our Common Stock.
Trading
in our shares of Common Stock also may be adversely affected by a variety of policies and practices of brokerage firms that discourage
individual brokers within those firms from dealing in low-priced stocks. These policies and practices pertain to the payment of
brokers’ commissions and to time-consuming procedures that make the handling of low-priced stocks unattractive to brokers
from an economic standpoint. Similarly, many brokerage firms are reluctant to recommend low-priced stocks to their customers and
the analysts at many brokerage firms do not provide coverage for such stocks. The Board also believes that the decrease in the
number of shares of Common Stock outstanding as a consequence of the Reverse Split, and the anticipated increase in the price
of the Common Stock, could generate interest in the Common Stock and possibly promote greater liquidity for the Company’s
stockholders. However, the Company’s aggregate market capitalization could be reduced to the extent that any increase in
the market price of the Common Stock resulting from the Reverse Split is proportionately less than the decrease in the number
of shares of Common Stock outstanding.
The
Board further believes that the total number of shares of our Common Stock currently outstanding is disproportionately large relative
to our present market capitalization and that the Reverse Split would bring the number of outstanding shares to a level more in
line with other companies with comparable market capitalizations. Moreover, the Board considered that when the number of outstanding
shares of Common Stock is unreasonably large in relation to Company’s operations. Upon implementation of the Reverse Split
and decrease the number of shares of Common Stock that are issued and outstanding, our investors could more easily understand
the impact on earnings or loss per share attributable to future developments in our business.
We
ultimately cannot predict whether, and to what extent, the Reverse Split would achieve the desired results. The price per share
of our Common Stock is a function of various factors, including the profitability of our business operations.
Accordingly,
there can be no assurance that the market price of our Common Stock after the Reverse Split would increase in an amount proportionate
to the decrease in the number of issued and outstanding shares, or would increase at all, that any increase can be sustained for
a prolonged period of time or that the Reverse Split would enhance the liquidity of, or investor interest in, our Common Stock.
Notwithstanding
the foregoing, our Board of Directors believes that the potential positive effects of the Reverse Split outweigh the potential
disadvantages. In making this determination, our Board of Directors has taken into account various negative factors, including:
(i) the negative perception of Reverse Splits held by some stock market participants; (ii) the adverse effect on liquidity that
might be caused by a reduced number of shares outstanding; and (iii) the costs associated with implementing the Reverse Split.
The effect of the Reverse Split upon the market price of our Common Stock cannot be predicted with any certainty, and the history
of similar stock splits for companies in similar circumstances to ours is varied. It is also possible that the Reverse Split may
not increase the per share price of our Common stock in proportion to the reduction in the number of shares of our Common Stock
outstanding or result in a permanent increase in the per share price, which depends on many factors.
After
considering the foregoing factors, our Board determined that amending our Articles of Incorporation to implement the Reverse Split
is in our best interests and that of our stockholders.
Effects
of the Reverse Split
After
the filing of this Definitive Information Statement on Schedule 14C and the determination by the Board of Directors of the ratio
of the Reverse Split, the Company will file a Certificate of Amendment to our Certificate of Incorporation with the State of Delaware
and make application to FINRA to approve the Reverse Split of our issued and outstanding Common Stock, to be effective upon receipt
of approval be FINRA (the “Effective Date”), which will also change our symbol on the OTC Market from “PACV”
to “PACVD” for a period of twenty (20) business days following the Effective Date to indicate to the brokerage and
investment community that the Reverse Split has occurred.
Except
for the number of shares of Common Stock outstanding, the rights and preferences of shares of our Common Stock prior and subsequent
to the Reverse Split would remain the same. We do not anticipate that our financial condition, the percentage of our stock owned
by management, the number of our stockholders, or any aspect of our current business would materially change as a result of the
Reverse Split.
Our
Common Stock is currently registered under Section 12(g) of the Exchange Act and, as a result, we are subject to periodic reporting
and other requirements. The proposed Reverse Split would not affect the registration of our Common Stock under the Exchange Act.
After
the Effective Date of the Reverse Split, each stockholder would own a reduced number of shares of our Common Stock, based upon
the ratio of the reverse, which will be subject to the determination of our Board of Directors. However, a Reverse Split would
affect all stockholders equally and will not affect any stockholder’s percentage ownership of the Company, except for the
immaterial result that the Reverse Split shall involve in the rounding up of any fractional shares up to the third whole integer
in such a manner that every stockholder shall own at least 100 shares as a result of the Reverse Split, as described herein. For
example, a holder of two (2%) percent of the voting power of the outstanding shares of Common Stock immediately prior to the Reverse
Split would continue to hold two (2%) percent of the voting power of the outstanding shares of Common Stock after the Reverse
Split. However, with respect to those stockholders who, as a result of the Reverse Split, would have owned less than 100 shares
but, as a result of the rounding up to the third whole integer (or 100 shares), their post-Reverse Split ownership percentage
may differ slightly as a result of the rounding up provision. Proportionate voting rights and other rights and preferences of
the holders of our Common Stock would not be affected by the Reverse Split. There will be no payment of cash in lieu of any fractional
shares. Furthermore, the number of stockholders of record would not be affected by the Reverse Split. Authorized but Unissued
Shares; Potential Dilution and Anti-Takeover Effects.
Upon
the Effective Date of the Reverse Split, the Company is expected to have approximately 600,000 shares issued and outstanding,
assuming a 1:250 Reverse Split and will continue to have 500,000,000 shares of Common Stock authorized. However, if the Board
of Directors determines that it is in the best interests of the Company and its stockholders to implement a 1:30 or a 1:50 Reverse
Split, the Company will have approximately 5 million or 3 million shares of Common Stock issued and outstanding, depending upon
the effect of rounding up fraction shares and odd-lot holders to a minimum of 100 shares, after implementation of the Reverse
Split. The ultimate determination of the Board of Directors on the ratio of the Reverse Split shall be based upon, among other
factors, the prevailing market price of the Company’s shares of Common Stock during the period prior the Reverse Split determination.
After the Reverse Split is implemented, there will be available, in any event, a significant number of authorized but unissued
shares of Common Stock available for issuance from time to time for business purposes as reasonably determined by the Board of
Directors, including for use in capital-raising transactions and acquisitions, among other purposes, consistent with our business
objectives.
The
significant increase in the proportion of unissued authorized shares to issued shares after the Reverse Split could, under certain
circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person
seeking to effect a change in the composition of our Board of Directors or contemplating a tender offer or other transaction for
the combination of our company with another company), we are not proposing the Reverse Split in response to any effort of which
we are aware to accumulate any of our shares of our Common Stock or to otherwise seek to obtain control of the Company. Our Board
of Directors does not currently contemplate recommending the adoption of any other proposals that could be construed to affect
the ability of anyone to take over or change the control of the Company.
We
believe that the availability of the additional shares will provide us with the flexibility to pursue potential transactions as
they arise, to take advantage of desirable business opportunities and to respond effectively in a changing corporate environment.
For example, we may elect to issue shares of Common Stock to raise equity capital, to make acquisitions using shares of Common
Stock, to establish strategic relationships with other companies, to adopt additional employee benefit plans or reserve additional
shares for issuance under such plans, where the Board determines it advisable to do so, without the necessity of soliciting further
stockholder approval, subject to applicable stockholder vote requirements.
If
we issue additional shares for any of the above purposes, the aggregate ownership interest of our current stockholders, and the
interest of each such existing stockholder, would be diluted, possibly substantially. Although we continually examine potential
transactions, we have no current plans or arrangements to issue any additional shares of Common Stock. Furthermore, the additional
shares of Common Stock that would become available for issuance upon the Effective Date of the Reverse Split could also be used
by the Company’s management to oppose any potential hostile takeover attempt or delay or prevent changes in control or changes
in or removal of the Company.
For
example, without further stockholder approval, our Board of Directors could authorize the issuance and sale of shares of Common
Stock in one or more private transactions to purchasers who would oppose a takeover or favor the current Board. Although the Reverse
Split was based upon business and financial considerations that we consider reasonable and necessary as of the Record Date, as
discussed above, stockholders nevertheless should be aware that approval of one or more of the proposals could facilitate future
efforts by management to deter or prevent a change in control of the Corporation.
Accounting
Matters
The
Reverse Split would not affect the par value of our Common Stock. As a result, on the Effective Date of the Reverse Split, the
stated par value capital on our balance sheet attributable to our Common Stock would be reduced and the additional paid-in capital
account would be credited with the amount by which the stated capital is reduced. The per-share net income or loss and net book
value per share of our Common Stock would be increased because there would be fewer shares of our Common Stock outstanding.
We
present earnings per share (“EPS”) in accordance with Statement of Financial Accounting Standards (“SFAS”)
No. 128, “Earnings per Share,” and we will comply with the requirements of SFAS No. 128 with respect to reverse stock
splits. In pertinent part, SFAS No. 128 says as follows: “If the number of common shares outstanding decreases as a result
of a reverse stock split, the computations of basic and diluted EPS shall be adjusted retroactively for all periods presented
to reflect that change in capital structure. If changes in Common Stock resulting from reverse stock splits occur after the close
of the period but before issuance of the financial statements, the per-share computations for those and any prior-period financial
statements presented shall be based on the new number of shares. If any per-share computations reflect such changes in the number
of shares, that fact shall be disclosed.”
Fairness
of the Process
The
Board of Directors did not obtain a report, opinion, or appraisal from an appraiser or financial advisor with respect to the Reverse
Split and no representative or advisor was retained on behalf of the unaffiliated stockholders to review or negotiate the transaction.
The Board of Directors concluded that the additional expense of these independent appraisal procedures was unreasonable in relation
to the Company’s available cash resources and concluded that the Board of Directors could adequately establish the fairness
of the Reverse Split without the engagement of third parties.
Street
Name Holders of Common Stock
The
Company intends for the Reverse Split to treat stockholders holding Common Stock in street name through a nominee (such as a bank
or broker) in the same manner as stockholders whose shares are registered in their names. Nominees will be instructed to affect
the Reverse Split for their beneficial holders. However, nominees may have different procedures. Accordingly, stockholders holding
Common Stock in street name should contact their nominees.
Stock
Certificates
Mandatory
surrender of certificates is not required by our stockholders. The Company’s transfer agent will adjust the record books
of the company to reflect the Reverse Split as of the Effective Date of the Reverse Split. New certificates will not be mailed
to stockholders.
Federal
Income Tax Consequences
The
following description of federal income tax consequences of the reverse stock split is based on the Internal Revenue Code of 1986,
as amended, the applicable Treasury Regulations promulgated thereunder, judicial authority, and current administrative rulings
and practices as in effect on the date of this information statement. The discussion is for general information only and does
not cover any consequences that apply for special classes of taxpayers (e.g., non-resident aliens, broker-dealers or insurance
companies). We urge all stockholders to consult their own tax advisers to determine the particular consequences to each of them
of the reverse stock split.
We
have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the federal income
tax consequences of the reverse stock split. We believe, however, that because the reverse stock split is not part of a plan to
periodically increase or decrease any stockholder’s proportionate interest in the assets or earnings and profits of our
company, the reverse stock split would have the federal income tax effects described below.
The
exchange of pre-split shares for post-split shares should not result in recognition of gain or loss for federal income tax purposes.
In the aggregate, a stockholder’s basis in the post-split shares would equal that stockholder’s basis in the pre-split
shares. A stockholder’s holding period for the post-split shares would be the same as the holding period for the pre-split
shares exchanged therefore. Provided that a stockholder held the pre-split shares as a capital asset, the post-split shares received
in exchange therefore would also be held as a capital asset.
There
is no provision for stockholders’ receiving cash in lieu of any fractional share interest because any fractional shares
will be rounded up to the third whole integer in such a manner that every stockholder shall own at least 100 shares as a result
of the Reverse Split, instead fractional shares are being rounded up to the next whole share.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The
following table lists the number of shares of Common Stock of our Company and, with respect to Shannon Masjedi, our Chief Executive
Officer and principal stockholder, shares of Series E Preferred Stock, as of October 25, 2018, the Record Date, and as of the
date of this Information Statement, that are beneficially owned by (i) each person or entity known to our Company to be the beneficial
owner of more than 5% of the outstanding Common Stock; (ii) each officer and director of our Company; and (iii) all officers and
directors as a group. Information relating to beneficial ownership of Common Stock and voting Preferred Stock by our principal
stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts
under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a
security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial
owner of any security of which that person has a right to acquire beneficial ownership within sixty (60) days. Under the rules
of the SEC, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to
be a beneficial owner of securities as to which he/she may not have any pecuniary beneficial interest. Except as noted below,
each person has sole voting and investment power. Beneficial ownership is determined in accordance with the rules of the SEC and
includes voting or investment power with respect to the shares. Except as otherwise indicated, and subject to applicable community
property laws, the persons named in the table have sole voting and investment power with respect to all shares of our common stock
held by them.
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Name of Stockholder
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Number of Shares of
Common Stock
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Number of Votes of
Series E Preferred Stockholder
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Number of Votes Held by Common Stockholders
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Percentage of Voting
Equity
(1)(3)
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Shannon Masjedi (2)
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10,000,000
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6.3
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%(3)
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ACD Trust, Shannon Masjedi, Trustee (3)
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35,226,901
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35,226,901
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22.1
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%
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Azita Davidyan
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16,035,000
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|
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|
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16,035,000
|
|
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11.0
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%
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Classic Beverage Corporation
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|
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12,050,000
|
|
|
|
|
|
|
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12,050,000
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|
|
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8.1
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%
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Omid Ahmadi
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9,333,333
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|
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|
|
|
|
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9,333,333
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|
|
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6.3
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%
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Marc Shenkman (4)
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|
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6,400,000
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|
|
|
|
|
|
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6,400,000
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|
|
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4.3
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%
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All directors and officers as a group (2 persons)
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|
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41,626,901
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|
|
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10,000,000
|
|
|
|
|
|
|
|
34.6
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%(5)
|
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Total
|
|
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79,045,234
|
|
|
|
10,000,000
|
|
|
|
89,045,234
|
|
|
|
55.9
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%
|
|
(1)
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Based
upon 149,213,753 shares of Common Stock issued and outstanding as of the Record Date of October 25, 2018, expect with respect
to Shannon Masjedi, whose percentage also reflects the 10,000,000 votes attributable to the 1 million shares of Series A Preferred
Stock and is based on 159,213,753 shares of voting capital stock.
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(2)
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Shannon
Masjedi, our Chief Executive Officer and principal common stockholder, is the record and beneficial owner of all of the issued
and outstanding shares of Series E Preferred Stock having ten (10) votes per share on all matters subject to the vote of the
Company’s holders of Common Stock.
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(3)
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Represents
of 21,500,000 shares of Common Stock owned by ACD Trust (“Trust”) and 13,726,901 shares of Common Stock owned
by Shannon Masjedi, Trustee of the Trust. Shannon Masjedi holds voting and investment power over the 13,726,901 shares of
our Common Stock owned by the Trust. As such, Shannon Masjedi has 28.4% of the voting control of the issued and outstanding
stock when the 10,000,000 shares of voting Series E Preferred Stock are added to the existing 35,226,901 shares of issued
and outstanding Common Stock subject to her control, for an aggregate total of 45,226,901 shares of issued and outstanding
voting capital stock.
|
|
(4)
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Represents
5,650,000 shares of our Common Stock owned of record and beneficially by Mr. Shenkman, and 750,000 shares of our Common Stock
owned of record by The Entrust Group f/b/o Marc Shenkman.
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(5)
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Includes
shares of Common Stock and Series E Preferred Stock owned by our officers and directors as a group (2 persons).
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ADDITIONAL
INFORMATION
The
Company is subject to the filing requirements of the Exchange Act, and in accordance therewith files reports, proxy/information
statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “Exchange Act Filings”)
with the SEC. Reports and other information filed by the Company can be inspected and copied at the public reference facilities
maintained at the Commission at 100 F Street, NE Washington, D.C, 20549. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 100 F Street, NE Washington, D.C 20549, at prescribed rates. The
Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis
and Retrieval System (“EDGAR”).
We
will provide without charge, to each person to whom a proxy/information statement is delivered, upon written or oral request of
such person and by first class mail or other equally prompt means within one business day of receipt of such request, a copy of
any and all of the information that has been incorporated by reference in this proxy statement (not including exhibits to the
information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information
that the proxy statement incorporates). Such requests should be directed to the address and phone number indicated below. This
includes information contained in documents filed subsequent to the date on which definitive copies of the proxy statement are
sent or given to security holders, up to the date of responding to the request.
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By
Order of the Board of Directors:
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/s/
Shannon Masjedi
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Name:
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Shannon
Masjedi
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Title:
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Chief
Executive Officer and Director
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/s/
Marc Shenkman
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Name:
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Marc
Shenkman
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Title:
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Chairman
of the Board
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Los
Angeles, California
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February
28, 2019
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Exhibit
A
JOINT
WRITTEN CONSENT
OF
THE
BOARD
OF DIRECTORS
AND
MAJORITY
CONSENTING STOCKHOLDERS
OF
PACIFIC
VENTURES GROUP, INC.
The
undersigned, being all of the members of the Board of Directors of Pacific Ventures Group, Inc., a Delaware corporation (the “Corporation”),
acting together with the written consent of the holders (the “Majority Consenting Stockholders”) of a majority of
the outstanding voting shares of the Corporation’s common stock, par value $0.001 (the “Common Stock”), Series
E Preferred Stock and Series F Preferred Stock, par value $0.001, acting pursuant to the authority granted by the provisions of
Section 228 of Title 8 of the DGCL do hereby adopt the following resolutions as of this 25th day of October 2018 (the “Joint
Written Consent”).
WHEREAS,
the Corporation has received the written consent of the Majority Consenting Stockholders, a copy of which is attached to this
Joint Written Consent of the Corporation’s Board of Directors and Majority Consenting Stockholders.
NOW,
THEREFORE, BE IT RESOLVED as follows:
RESOLVED,
that the Corporation file: (i) an Information Statement on Schedule 14C with the SEC with respect to implement a reverse split
of the issued and outstanding shares of Common Stock, including the shares of Common Stock reserved for issuance underlying the
Corporation’s convertible preferred shares and convertible notes (the “Reverse Split”), provided that the Reverse
Split: (i) does not exceed one-for-two hundred fifty (1:250); and (ii) is implemented within ninety (90) days of the filing of
the Definitive Information Statement; and
FURTHER
RESOLVED, that this Joint Written Consent of the Board of Directors and Majority Consenting Stockholders shall be added to the
corporate records of this Corporation and made a part thereof, and the resolutions set forth above shall have the same force and
effect as if adopted at a meeting duly noticed and held by the Board of Directors and the Majority Consenting Stockholders of
this Corporation; and
FURTHER
RESOLVED, that this Joint Written Consent may be executed in counterparts and with facsimile signatures with the effect as if
all parties hereto had executed the same document, all counterparts of which shall be construed together and shall constitute
a single Joint Written Consent; and
FURTHER
RESOLVED, that pursuant to the provisions of the DGCL, based upon the 149,213,753 issued and outstanding shares of Common Stock
and 1 million shares of Series E Preferred Stock having ten (10) votes per share, the affirmative vote of 79,606,877 shares of
voting capital stock are required to approve the Corporate Action, and pursuant to this Joint Written Consent of the Corporation’s
Board of Directors and the Majority Consenting Stockholders of the Corporation, the Corporate Action has received the affirmative
vote of holders of 89,045,234 shares of voting capital stock and have hereby authorized, ratified and approved the forgoing actions
and thereby direct that this Joint Written Consent of the Board of Directors and Majority Stockholder be filed with the minutes
of the meetings of the Corporation.
The
number of shares of Corporation’s voting capital stock issued and outstanding as of October 25, 2018 (the “Record
Date”) are: (i) 149,213,753 shares of Common Stock; and (ii) 1,000,000 shares of Series E Preferred Stock having ten (10)
votes per share or 10,000,000 votes, collectively representing a total 159,213,753 shares of voting capital stock. The number
of shares of the Corporation’s voting capital stock, including shares of Common Stock and Series E Preferred Stock owned
of record and beneficially by the Majority Consenting Stockholders and consenting to the adoption of these resolutions, total
89,045,234 shares of voting capital stock, representing 55.9% of the total voting capital stock of the Corporation.
FURTHER
RESOLVED, that any action or actions heretofore taken by any officer of the Corporation for and on behalf of the Corporation in
connection with the foregoing resolutions are hereby ratified and approved as duly authorized actions of the Corporation. This
Joint Written Consent shall be added to the corporate records of the Corporation and made a part thereof, and the resolutions
set forth above shall have the same force and effect as if adopted at a meeting duly noticed and held by the Corporation. This
Joint Written Consent may be executed in counterparts and with facsimile signatures with the effect as if all parties hereto had
executed the same document. All counterparts shall be construed together and shall constitute a single Joint Written Consent.
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By
Order of the Board of Directors:
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/s/
Shannon Masjedi
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Name:
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Shannon
Masjedi
|
|
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Title:
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Chief
Executive Officer and Director
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/s/
Marc Shenkman
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Name:
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Marc
Shenkman
|
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Title:
|
Chairman
of the Board
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Los
Angeles, California
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October
25, 2018
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TABLE
OF MAJORITY CONSENTING STOCKHOLDERS
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Name of Stockholder
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Number of Shares of Common Stock
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Number of Votes of Series E Preferred Stockholder
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Total Number of Votes Held by Voting Stockholders
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Percentage of the Voting Equity (1)
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Shannon Masjedi (2)
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10,000,000
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10,000,000
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6.3
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%(2)
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Shannon Masjedi TTEE ACD Trust, and the ACD Trust (2)
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35,226,901
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35,226,901
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22.1
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%
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Azita Davidyan
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16,035,000
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16,035,000
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10.7
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%
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Classic Beverage Corporation (3)
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12,050,000
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12,050,000
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8.1
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%
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Omid Ahmadi
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9,333,333
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9,333,333
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6.3
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%
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Marc Shenkman (4)
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6,400,000
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6,400,000
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4.3
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%
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Total
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79,045,234
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10,000,000
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89,045,234
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55.9
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%
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(1)
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As
of October 25, 2018, the Record Date, there were issued and outstanding (i) 149,213,753 shares of Common Stock, and (ii) 1,000,000
shares of Series E Preferred which is equivalent to 10,000,000 votes. Based on the foregoing and pursuant to Section 228 of
the DGCL, at least an absolute majority of the voting equity of the Company, or at least 79,606,877 votes, are required to
approve the Corporate Action by evidenced by this Joint Written Consent. The Majority Consenting Stockholders, having 89,045,234
votes, representing 55.9% of the total voting capital stock, have voted in favor of and consented to the Corporate Action
related to the Reverse Split, evidenced by this Joint Written Consent.
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(2)
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Shannon
Masjedi is the beneficiary of the ACD Trust as well as Trustee.
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(3)
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Classic
Beverage Corporation is organized under the laws of the State of Nevada. The control person of Classic Beverage Corporation
is Azita Davidyan, a resident of Israel. The shares of Common Stock owned by Classic Beverage Corporation do not include the
16,035,000 shares of Common Stock owned of record and beneficially by Azita Davidyan.
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(4)
|
Represents
5,650,000 shares of our Common Stock owned of record and beneficially by Mr. Shenkman, our CFO, and 750,000 shares of our
Common Stock owned of record by The Entrust Group f/b/o Marc Shenkman.
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