DEFINTIVE
INFORMATION STATEMENT
OF
PACIFIC
VENTURES GROUP, INC..
117
West 9th Street, Suite 316
Los
Angeles, California 90015
Telephone:
(310) 392-5606
To
Our Stockholders:
On
November 4, 2019, 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-five (1:500) basis (the “Reverse
Split”).
The
Reverse Split was authorized and approved by the Written Consent of the Board of Directors and Written Consent Stockholder holding
the majority of the voting power of the Company, dated November 4, 2019, a copy of each 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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December
3, 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 is being filed by Pacific Ventures Group, Inc. (the “Company” or “Registrant”)
with the United States Securities and Exchange Commission (the “SEC”) on December 3, 2019, based upon the Written
Consent of the Board of Directors (the Board Consent”) 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 November 4, 2019
(the “Stockholder Consent”). A copy of each of the Board Consent and the Stockholder Consent is attached as Exhibit
A to this Information Statement.
The
purpose of this Information Statement is to provide disclosure to our stockholders regarding the corporate action (the “Corporate
Action”) ratified and approved by the Board Consent and the Stockholder Consent, based upon the unanimous approval by our
Board of Directors and the Majority Consenting Stockholders, respectively, including Shares of outstanding Common Stock and shares
of Series E Convertible Preferred Stock, par value $0.001 per share (the “Series E Preferred”) and the Series F Preferred
Stock, par value $.001 per share (the “Series F Preferred”) held by the holders of our voting capital stock, 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-five hundred (1:500) basis, within ninety (90) days from the date of the filing with the SEC of our Definitive
Information Statement on Schedule 14C (the “Reverse Split”).
In
order the implement the Reverse Split, which may be referred to herein 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 process the
Corporate Action. FINRA can choose not to process the Corporate Action pursuant to FINRA Rule 6490.
The
Written Consents of the Company’s Board of Directors and the Majority Consenting Stockholders approving the Corporate Action
was adopted pursuant to the provisions of Sections 141and 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 Written
Consents.
New
Common Stock certificates will not be issued on or after the date that FINRA processes 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 Toth’s whole integer in such a manner that every stockholder
shall own at least 1share as a result of the Reverse Split.
The
Company’s Common Stock is subject to quotation on the OTC Market under the symbol “PACV.” On the Effective Date
of 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
November 4, 2019, 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-five hundred (1:500) basis within ninety (90) days from the
date of the filing with the SEC of the Definitive Information Statement on Schedule14C.
The
Corporate Action, which provides for the implementing the Reverse Split, was based upon and approved by the Written Consent of
the Board of Directors and the Written Consent Majority Consenting Stockholders dated November 5, 2019, which is attached hereto
as Exhibit A.
Material
Terms of the Reverse Split
As
of November 5, 2019, the Company has 477,226,000 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
6,000,000 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. Additionally, the Company has issued and outstanding 50,000 shares of Series F Preferred Stock (the
“Series F Preferred Stock”) that provides for a voting right per share equal to the total number of shares outstanding
multiplied by 1.01 and divided by the number of Series F Preferred shares issued and outstanding. The Majority Consenting Stockholders
own, in the aggregate, approximately 52.5% of the total voting power of all issued and outstanding voting shares of the Company
In
the event that the Board of Directors implements a one for five hundred (1:500) reverse, the maximum authorized by the Written
Consents, of which there can be no assurance, there will approximately 954,452 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 notes equally
(but will not affect the outstanding shares of Series E Preferred Stock or Series F 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 list 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 next whole number.
The
Reverse Split will not change the number of authorized shares of Common Stock, which will continue to be 900,000,000 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
December 3, 2019, 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 $0.0021 and the total market value was approximately
$1,193,065 based on the 477,226,000 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 $1.00 per share, in the event that our Board of Directors elected to implement the maximum reverse based on a
one-for-five hundred (1:500) 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 Written Consents provide that the Reverse Split,
if implemented, must be initiated within 90 days of the filing of this Definitive Information Statement, subject to the processing
of the Reverse Split by FINRA.
While
the Reverse Split will not increase the 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 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 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 may 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 process the Reverse Split of our issued and outstanding Common Stock, to be effective upon notification
from 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 next whole in such
a manner that every stockholder shall own at least one (1) share subsequent to the Reverse Split, as described herein. 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 954,452 shares issued and outstanding,
assuming a 1:500 Reverse Split and will continue to have 900,000,000 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 1:250 or a 1:100 Reverse
Split, the Company will have approximately 1,908,904 or 4,772,260 shares of Common Stock issued and outstanding, respectively,depending
upon the effect of rounding up fractional, 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 next whole integer in such a manner that every stockholder shall own at least 1 share 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 amd Series F Preferred Stock, as of November 4, 2019, 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 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 of Series F Preferred Stockholder
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Total
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Percentage
of Voting Equity (1)
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Shannon Masjedi
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40,000,000
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6,000,000
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(2)
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481,998,260
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(2)
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527,998,260
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51.7
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%
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ACD
Trust, Shannon Masjedi,
Trustee
(3)
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65,226,901
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65,226,901
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6.4
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%
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Marc Shenkman (4)
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11,414,000
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11,414,000
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1.1
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%
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All
directors and officers as a
group
(2 persons)
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116,640,901
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6,000,000
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481,998,260
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604,639,161
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59.2
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%
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Total
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116,640,901
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6,000,000
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481,998,260
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604,639,161
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59.2
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%
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(1)
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Based
upon 477,226,000 shares of Common Stock issued and outstanding as of November 4, 2019, plus the voting power of the Series
E and Series F Preferred 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 6,000,000 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, and all 50,000 issued and outstanding shares of Series F Preferred Stock, which have voting power equal to
481,998,260 common shares.
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(3)
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Represents
of 65,226,901 shares of Common Stock owned by ACD Trust (“Trust”). Shannon Masjedi is the Trustee of the Trust.
Shannon Masjedi holds voting and investment power over the 65,226,901 shares of Common Stock owned by the Trust.
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(4)
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Represents
11,414,000 shares of our Common Stock owned of record and beneficially by Mr. Shenkman, including 1,414,000 shares of our
Common Stock owned of record by The Entrust Group f/b/o Marc Shenkman.
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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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December
3, 2019
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Exhibit
A
WRITTEN
CONSENT
OF
THE
BOARD
OF DIRECTORS
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 pursuant to the authority granted by the provisions of Section 141 of Title 8 of the DGCL do hereby adopt the following
resolutions as of this 4th day of November 2019 (the “Written Consent”).
WHEREAS,
the Board of Directors of the Corporation believes that it is in the best interest of the Corporation and its shareholders to
effect a reverse split of the Corporation’s Common Stock; and
WHEREAS,
the Board has received a Written Consent of Shareholder representing a majority of the voting power of the Corporation to effect
the reverse split as further described below.
NOW,
THEREFORE, BE IT RESOLVED as follows:
RESOLVED,
that the Corporation, at a time determined by the Board of Directors, but not later than 90 days from the filing of the Corporation’s
filing of a Definitive Information Statement on Schedule 14C pursuant hereto, effect a reverse split of the Corporation’s
Common Stock on a basis not to exceed 1 for 500 (the “Reverse Split”).
RESOLVED,
that the issued and authorized Common Shares of the Company upon the Reverse Split being effective shall be 900,000,000 (Nine
Hundred Million) and that there shall be no change in the number of authorize or issued and outstanding Preferred Shares.
RESOLVED,
that the Corporation file an Information Statement on Schedule 14C with the SEC with respect to Reverse Split.
FURTHER
RESOLVED, that this Written Consent of the Board of Directors and the Written Consent Stockholder 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 pursuant to the Written Consent of Stockholder and Section 228 of Title 8 of the DGCL, the actions of the Board
of Directors as set forth herein have been authorized, ratified and approved.
FURTHER
RESOLVED, that this 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 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.
[SIGNATURE
PAGE FOLLOWS]
[SIGNATURE
PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS]
By
Order of the Board of Directors:
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By:
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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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By:
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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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STATE
OF _______________:
SS:
COUNTY
OF _____________:
BEFORE
ME, the undersigned authority, personally appeared Shannon Masjedi, a director of Pacific Ventures Group Inc.., a Delaware corporation.
SWORN
AND SUBSCRIBED TO before me this ___ day of _____________ 2019
______Personally
Known ______Produced Identification: _________________________________
_______________________________
NOTARY
PUBLIC
STATE
OF _______________:
SS:
COUNTY
OF _____________:
BEFORE
ME, the undersigned authority, personally appeared Marc Shenkman, a director of Pacific Ventures Group Inc.., a Delaware corporation.
SWORN
AND SUBSCRIBED TO before me this ___ day of _____________ 2019
______Personally
Known ______Produced Identification: _________________________________
_______________________________
NOTARY
PUBLIC
