UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported): April 13, 2020

 

PACIFIC VENTURES GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   000-54584   75-2100622

(State or other jurisdiction

of incorporation)

 

(Commission

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))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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 5.03 Amendment to Certificate of Incorporation

 

On April 13, 2020, Pacific Ventures Group, Inc. (the “Company”) effected a reverse split (“Reverse Stock Split”) of its issued common stock in a ratio of 1-for-500, as previously approved by its shareholders and Board of Directors. The Company’s symbol will be appended with the letter “D” which will be removed in 20 business days, at which time the symbol will revert back to PACV. As a result of the Reverse Stock Split, every 500 shares of the Company’s issued and outstanding common stock, par value $.0001 per share, will be converted into one (1) share of common stock, par value $.001 per share, reducing the number of issued and outstanding shares of the Company’s common stock. The Company’s authorized shares will remain unchanged at 900,000,000 (Nine Hundred Million). The new CUSIP number for the Shares will be 695042200.

 

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company’s common stock not evenly divisible by 500, will have the number of post-reverse split shares of the Company’s common stock to which they are entitled rounded up to the nearest whole number of shares of the Company’s common stock. No stockholders will receive cash in lieu of fractional shares.

 

Item 9.01 Exhibits.

 

Exhibit No.    
     
3.1   Amendment to Articles of Incorporation

 

 
 

 

SIGNATURES

 

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

 

  PACIFIC VENTURES GROUP, INC.
   
Dated: April 13, 2020 By: /s/ Shannon Masjedi
  Name: Shannon Masjedi
  Title: President, Chief Executive Officer and Interim Chief Financial Officer

 

 

 

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