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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2022~~2023

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ___________ to _____________

Commission File Number 000-54584

PACIFIC VENTURES GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		75-2100622
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

117 West 9th Street Suite 316 Los Angeles California		90015
(Address of principal executive offices)		(Zip Code)

310-392-5606

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~September~~June 3019, ~~2022~~2023, there were ~~330~~751,~~951~~784,~~025~~701 shares of the registrant’s common stock, $.001 par value per share, issued and outstanding.

PACIFIC VENTURES GROUP, INC.

TABLE OF CONTENTS

PART I. – FINANCIAL INFORMATION
Item 1. Financial Statements	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures about Market Risk	2119
Item 4. Controls and Procedures	2120
PART II. – OTHER INFORMATION
Item 1. Legal Proceedings	2321
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2321
Item 3. Defaults Upon Senior Securities	2321
Item 4. Mine Safety Disclosures	2321
Item 5. Other Information	2321
Item 6. Exhibits	2422
Signatures	2623

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021 (audited)	2
Condensed Consolidated Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022 (audited)	2
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (unaudited)	3
Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 (unaudited)	3
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 (unaudited)	4
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (unaudited)	4
Notes to the condensed consolidated financial statements (unaudited)	5

PACIFIC VENTURES GROUP, INC.

Consolidated Balance Sheets

	For the nine months
	For the three months ended March 31, 2023			December 31, 2022
	ended Sept 30, 2022
	(unaudited)			(audited)
	(unaudited)			December 31, 2021
ASSETS
Current Assets:
Cash and cash equivalents	$	~~690~~321,~~154~~306		$	16259,~~435~~938
Accounts receivable		1663,~~092,438~~527			1,~~402~~129,~~334~~670
Inventory Asset		1,~~414~~173,~~271~~041			1898,~~393,215~~995
Other Current Asset		34,379			34,379
Right to Use Asset		~~195~~189,000			~~249~~267,000
Deposits		16,845			16,845
Total Current Assets		32,~~443~~398,~~087~~097			32,~~112~~606,~~207~~826
Fixed Assets
Fixed assets, net	$	~~663~~539,~~362~~391		$	878,229
Total Fixed Assets		~~663~~539,~~362~~391			878,229
Other Assets
Intangible Assets	$	32,~~090~~811,~~315~~472		$	32,~~249~~864,~~423~~508
Right to Use Asset		~~374~~185,002			~~374~~125,002
Rent & Utilities Deposit		5,~~631~~218			5,520
		3,469,948			3,628,945
Total Other Assets		3,001,692			2,995,030
TOTAL ASSETS	$	75,~~576~~939,~~397~~180		$	76,~~619~~193,~~380~~494
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	3,~~853~~999,~~958~~419		$	3,~~475~~779,~~443~~490
Accrued expenses		1,~~612~~621,~~552~~117			1,~~414~~639,~~526~~049
Lease Liability		~~195~~189,000			~~249~~267,000
Current portion, notes payable		45,~~537~~511,~~686~~752			25,~~793~~339,~~169~~639
Current portion, notes payable - related party		-			~~425,398~~-
Current portion, leases payable		27,192			42,344
Current portion, notes payable		5,511,752			5,339,639
Total Current Liabilities	$	10,226,388		$	8,399,880
Current portion, leases payable		17,135			23,611
Total Current Liabilities	$	11,338,424		$	11,048,789
Long-Term Liabilities:
Notes payable	$	1415,~~320~~325,~~261~~111		$	1314,~~552~~879,~~008~~353
Notes payable - related party		-			~~42,000~~-
Lease Liability		~~363~~174,250			~~363~~114,250
Total Long-Term Liabilities		1415,~~683~~499,~~511~~361			1314,~~957~~993,~~258~~603
Total Liabilities	$	2426,~~909~~837,~~899~~785		$	2226,~~357~~042,~~138~~392
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $.001 par value, 10,000,000 shares authorized, 4,000,000 Series E, issued and outstanding	$	4,000		$	4,000
Preferred stock, $.001 par value, 10,000,000 shares authorized, 6,000,000 Series E, issued and outstanding	$	4,000		$	4,000
10,000 Series F, issued and outstanding		10			10
Common stock, $0.001 par value, 900,000,000 shares authorized, and 330,951,025 issued and outstanding at September 30, 2022, which reflects the 1-for-500 reverse stock split that occurred on Apr 13, 2020		899,841			15,771,642
Preferred stock value
Additional paid in capital		8,036,043			(9,277,681	)
Common stock, $0.001 par value, 900,000,000 shares authorized, and 468,618,642 issued and outstanding at March 31, 2023,		1,037,509			1,037,509
Accumulated deficit		(26,273,396	)		(21,235,728	)
Additional paid in capital		8,080,996			8,080,996
Total Stockholders’ Equity (Deficit)	$	(17,333,502	)	$	(14,737,757	)
Accumulated deficit		(30,021,119	)		(28,971,411	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	7,576,397		$	7,619,380
Total Stockholders’ Equity (Deficit)	$	(20,898,604	)	$	(19,848,897	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	5,939,180		$	6,193,494

The accompanying notes are an integral part of these condensed consolidated financial statements.

PACIFIC VENTURES GROUP, INC.

Consolidated Statements of Operations

For the three months

For the nine months

2023

2022

ended Sept 30,

For the three months ended March 31

2022

2021

2022

2021

2023

2022

Sales, net of discounts

97,~~918~~694,~~873~~088

1110,~~665~~385,~~852~~145

~~30,837,691~~

~~30,507,410~~

Cost of Goods Sold

86,~~747~~398,~~961~~718

108,~~382~~700,~~872~~684

~~26,504,179~~

~~26,978,646~~

Gross Profit

1,~~170~~295,~~912~~369

1,~~282~~684,~~980~~461

~~4,333,512~~

~~3,528,764~~

Operating Expenses

Selling, general and administrative

1,~~629~~277,~~870~~030

1,~~554~~506,~~041~~999

~~4,867,302~~

~~4,172,571~~

Marketing and Advertising

1417,~~735~~696

4128,~~963~~838

~~80,667~~

~~241,110~~

Amortization and Depreciation expense

~~124~~105,~~682~~284

~~199~~124,~~744~~682

~~374,045~~

~~585,931~~

Professional fees

~~145~~66,~~351~~531

~~572~~75,~~617~~184

~~684,801~~

~~919,510~~

Officer Compensation

75,000

~~242,500~~

~~225,000~~

Operating Expenses/(Loss)

1,~~989~~541,~~638~~541

21,~~443~~810,~~363~~702

~~6,249,315~~

~~6,144,123~~

Income/ (Loss) from Operations

(~~818~~246,~~726~~172

)

(1126,~~160,384~~242

)

~~(1,915,803~~

)

~~(2,615,359~~

)

Other Non-Operating Income and Expenses

Interest expense

(~~952~~820,~~049~~414

)

(1978,~~080,512~~626

)

~~(3,358,087~~

)

~~(2,476,692~~

)

Net Income/(Loss) before Income Taxes

(1,~~770~~066,~~776~~585

)

(21,~~240~~104,~~896~~867

)

~~(5,273,890~~

)

~~(5,092,051~~

)

Provision for income taxes

Net Ordinary Income/(Loss)

(1,~~770~~066,~~776~~585

)

(21,~~240~~104,~~896~~867

)

~~(5,273,890~~

)

~~(5,092,051~~

)

Other Income / Expense

Other Income - Other

~~158~~16,~~166~~878

1024,~~063~~642

~~236,221~~

~~540,410~~

Net Income/(Loss)

(1,~~612~~049,~~610~~707

)

(21,~~230~~080,~~833~~226

)

~~(5,037,668~~

)

~~(4,551,641~~

)

Basic and Diluted Loss per Share -Common Stock

(0.00487

)

(0.07329

)

(0.01522

)

(0.14953

)

Basic and Diluted Loss per Share - Common Stock

(0.00224

)

(0.17577

)

Weighted Average Number of Shares Outstanding:

Basic and Diluted Class A Common Stock

~~330~~468,~~951~~618,~~025~~642

3038,~~440~~217,~~466~~202

~~330,951,025~~

~~30,440,466~~

Common stock outstanding shares reflect the 1-for-500 reverse stock split that occurred on Apr 13, 2020.

The accompanying notes are an integral part of these condensed consolidated financial statements.

PACIFIC VENTURES GROUP, INC.

Consolidated Statements of Cash Flows

	For the nine months
	2023			2022
	ended Sept 30,
	For the three months ended March 31
	2022			2021
	2023			2022
OPERATING ACTIVITIES
Net loss	$	(51,~~037~~049,~~668~~707	)	$	(41,~~551~~080,~~641~~226	)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for services		-
Depreciation & Amortization Expense		~~374~~105,~~045~~284			~~585~~124,~~931~~682
Changes in operating assets and liabilities
Accounts receivable		~~309~~466,~~896~~142			~~(290~~116,~~558~~119	)
Inventory		(21274,~~056~~046	)		(~~349~~282,~~512~~303	)
Other Current Assets		~~(111~~302	)		(~~254,610~~150	)
Other Assets		-			~~6,000~~
Accounts payable		~~395~~188,~~604~~258			~~357~~345,~~869~~874
Accrued expenses		~~163~~5,~~395~~685			~~301~~69,~~301~~055
Other Current liabilities		61,~~896~~577			3,~~937~~701
Capitalized interest or penalty fees		1523,~~434,110~~480			1509,~~388,155~~245
Other Changes in Assets
Net Cash Provided by / (Used in) Operating Activities		(233,~~374,889~~026	)		(2194,~~803,128~~003	)
INVESTING ACTIVITIES
Receivable - Related		-			-
Purchase of equipment, building & improvements & fixed assets		~~(70~~-	)		~~(101,982~~-	)
Goodwill and Intangible Assets		-			-
Net Cash Provided by / (Used In) Investing Activities		~~(70~~-	)		~~(101,982~~-	)
FINANCING ACTIVITIES
Proceeds from notes payable		3764,~~489,263~~499			3170,~~040,631~~759
Proceeds from notes payable - Related		-			-
Repayment of notes payable		(1607,~~227,654~~605	)		(~~413~~132,~~852~~931	)
Repayment of notes payable - Related		-			~~(100,083~~	)
Proceeds from long-term loans		~~325,000~~			~~220~~325,~~728~~000
Repayment of long-term loans		(~~207~~62,500	)		(~~703~~82,500	)
Repayment of debt by Shares		~~(1,772,353~~	)		(~~297~~147,~~000~~710	)
Shares Issued for Debt		~~1,912,587~~			~~315~~147,~~052~~710
Shares Issued for Services		~~529,336~~			~~232~~108,~~500~~557
Shares Issued For Cash		-			~~422,500~~-
Preferred Stocks Issued		-			~~(1,000~~-	)
Common Stock Issued In Exchange of Preferred shares		-			~~1,000~~-
Prior period adjustment to retained earnings		-			~~626,858~~-
Net Cash Provided by / (Used in) Financing Activities		394,~~048,680~~394			3388,~~343,835~~885
NET INCREASE (DECREASE) IN CASH		~~673~~61,~~720~~368			~~438~~194,~~725~~882
CASH AT BEGINNING OF PERIOD		16259,~~435~~938			5816,~~233~~435
CASH AT END OF PERIOD	$	~~690~~321,~~154~~306		$	~~496~~211,~~959~~317
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest fees	$	~~149~~55,~~501~~000		$	~~437~~50,~~505~~500
NON CASH FINANCING ACTIVITIES:
Issuance of shares for debt conversion	$	~~1,912,587~~-		$	~~315~~147,~~052~~710

The accompanying notes are an integral part of these consolidated financial statements.

Pacific Ventures Group, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2023

(Unaudited)

1. NATURE OF OPERATIONS

Pacific Ventures Group, Inc. (the “Company,” “we,” “us” or “our”) was incorporated under the laws of the state of Delaware on October 3, 1986, under the name AOA Corporation. On November 12, 1991, the Company changed its name to American Eagle Group, Inc. On October 22, 2012, the Company changed its name to “Pacific Ventures Group, Inc.”

Unless the context requires otherwise or unless otherwise stated, references to “our Company,” “Pacific Ventures,” “PACV,” “we,” “us,” “our” and similar references refer to Pacific Ventures Group, Inc. and its consolidated subsidiaries.

Our Company

We strive to be one of America’s great meat processors and a leading foodservice distributor in the Southwest. Built through organic growth and acquisitions, we trace our roots back over 30 years to a few heritage companies with long legacies in food innovation and customer service.

We strive to inspire and empower chefs and foodservice operators to bring great food experiences to consumers. This mission is supported by our strategy of Best Foods at Best Prices which is centered on providing customers with the innovative products business support they need to operate their businesses profitably.

We supply approximately 400 customer locations in the Southwest. These customer locations include independently owned single and multi-unit restaurants, regional restaurant chains, hospitals, nursing homes, hotels and motels, country clubs, government and military organizations, colleges and universities. We provide more than 3,000 fresh, frozen, and dry food stock-keeping units, or SKUs, as well as non-food items, sourced from multiple suppliers. Our sales associates manage customer relationships at local and regional levels. Our distribution facilities and fleet of approximately 15 trucks allow us to operate efficiently and provide high levels of customer service.

Our Industry

America’s food distribution industry has many companies competing in the space, including local, regional, and national foodservice distributors. Foodservice distributors typically fall into three categories, representing differences in customer focus, product offering, and supply chain:

	●	Broadline distributors which offer a “broad line” of products and services;

	●	System distributors which carry products specified for large chains; and

	●	Specialized distributors which primarily focus on specific product categories (e.g., meat or produce) or customer types.

Our Business Strategy

Our Best Foods at Best Prices strategy is built on a differentiation focus in product assortment, customer experience and innovation. Through this strategy, we also serve our customers as consultants and business partners, bringing our customers personalized solutions and tailoring a suite of innovative products and services to fit each customer’s needs.

The Best Foods Portion of our strategy features more than 500 products that are sustainably sourced or contribute to waste reduction. Our private brand portfolio is guided by a spirit of innovation and a commitment to delivering superior quality products and value to customers. While we offer products under a spectrum of private brands, and at different price points, all are designed to deliver quality, performance and value to our customers.

Best Prices is aimed at providing operators reliability and flexibility in our service model supported by tools and resources to support them in running their businesses. This means on-time and complete orders and customer choice via the multi-channel offering we must serve our customers.

Acquisitions have also historically played an important role in supporting the execution of our growth strategy.

Products and Brands

We have a broad assortment of products and brands designed to meet customers’ needs. In many categories, we offer products under a spectrum of private brands based on price and quality covering a range of values and qualities.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the Company, Snöbar Holdings, San Diego Farmers Outlet, Seaport Meat Company, MGD, IPIC and the Trust, which was established to hold IPIC, which in turn holds liquor licenses. All inter-company accounts have been eliminated during consolidation. See the discussion in Note 1 above for variable interest entity treatment of the Trust and IPIC.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criteria standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. The adoption of ASC 606 did not result in a change to the accounting for any of the in-scope revenue streams; as such, no cumulative effect adjustment was recorded.

Unearned Revenue

Certain amounts are received pursuant to agreements or contracts and may only be used in the conduct of specified transactions, or the related services are yet to be performed. These amounts are recorded as unearned or deferred revenue and are recognized as revenue in the year/period the related expenses are incurred, or services are performed. As of ~~September~~March 3031, ~~2022~~2023, the Company has $ 0.0 in deferred revenue. As of of December 31, ~~2021~~2022, the Company also had $ 0.0 deferred revenue.

Leases

ASC 842, Leases, was required to be adopted for all financial years beginning after December 15, 2018 and requires long term leases (longer than 12 month) to be capitalized with a corresponding liability for the term of the lease and expensed over that term. Currently the Company has 2 long-term leases SDFO & Seaport Meat Company.

Shipping and Handling Costs

The Company’s shipping costs are all recorded as operating expenses for all periods presented.

Disputed Liabilities

The Company may from time to time be involved in a variety of disputes, claims, and proceedings concerning its business operations and certain liabilities. We determine whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. We assess our potential liability by analyzing our litigation and regulatory matters using available information. We develop our views on estimated losses in consultation with outside counsel handling our defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in our determination as to an unfavorable outcome and result in the need to recognize a material accrual or should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on our results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs. As of ~~September~~March 3031, ~~2022~~2023, the Company has $0 in disputed liabilities on its balance sheet.

Cash Equivalents

The Company considers highly liquid instruments with original maturity of three months or less to be cash equivalents. As of ~~September~~March 3031, ~~2022,~~ 2023, the Company has a cash balance of $~~690~~321,~~154~~306 in cash and cash equivalents, compared to $16259,~~435~~938 on December 31, ~~2021~~2022.

Accounts Receivable

As of ~~September~~March 3031, ~~2022~~2023, Accounts Receivable are stated at net realizable value of $1663,~~092,438~~527. This value includes an appropriate allowance ~~for~~ for estimated uncollectible accounts. As of ~~September~~March 3031, ~~2022~~2023, the Company wrote off $0 of bad debt expense. The Company wrote off $0 of bad debts during the ~~nine~~three (93) months ended ~~September~~March 3031, ~~2022~~2023, and thus has not set an allowance for doubtful accounts.

Inventories

Inventories are stated at the lower of cost or market value. Cost has been determined using the first-in, first-out method. Inventory quantities on-hand are regularly reviewed, and where necessary, reserves for excess and unusable inventories are recorded. Inventory consists of finished goods beef, pork, chicken, seafood, all other restaurant related goods, and the related packaging materials. As of ~~September~~March 31, 302023, ~~2022,~~ the Company had total inventory assets of $1,~~414~~173,~~271~~041 consisting of all of Seaport Meat Company’s inventory assets of ~~fresh~~ fresh and frozen proteins and seafood and all other restaurants supply items. As of ~~September~~March 3031, 2022, the Company has $1,~~414~~675,~~271~~518 in inventories.

Income Taxes

Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net Income/(Loss) Per Common Share

Income/(loss) per share of common stock is calculated by dividing the net income/(loss) by the weighted average number of shares of common stock outstanding during the period. The Company has no potentially dilutive securities. Accordingly, basic and dilutive income/(loss) per common share are the same.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation and includes expenditures that substantially increase the useful lives of existing property and equipment. Maintenance, repairs, and minor renovations are expensed as incurred. Upon sale or retirement of property and equipment, the cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss is included in the results of operations. The Company provides for depreciation of property and equipment using the straight-line method over the estimated useful lives or the term of the lease, as appropriate. The estimated useful lives are as follows: vehicles, five years; office furniture and equipment, three to fifteen years; equipment, three years.

Identifiable Intangible Assets

As of ~~September~~March 3031, ~~2022~~2023, the Company’s Identifiable Intangible Assets are as follows:

Intangible Assets

Identifiable Intangible Assets

~~Trade~~ SCHEDULE ~~Name~~OF ~~(San~~IDENTIFIABLE ~~Diego~~INTANGIBLE ~~Farmers Outlet) $193,000~~ASSETS

Trade Name (Seaport Meat) $449,000

Trade Name (San Diego Farmers Outlet)	$	141,000
Trade Name (Seaport Meat)	$	449,000
Wholesale Customer Relationships (San Diego Farmers Outlet)	$	266,000
Wholesale Customer Relationships (Seaport Meat)	$	2,334,239

Total Identifiable Intangible Assets	$	3,190,239

Wholesale Customer Relationships (San Diego Farmers Outlet) $266,000

Wholesale Customer Relationships (Seaport Meat) $2,334,239

Total Identifiable Intangible Assets $3,242,239

Goodwill

~~Assembled~~SCHEDULE ~~Workforce~~OF ~~$21,000~~GOODWILL

Unidentified Intangible Value $470,000

Goodwill

Total Goodwill	$	370,234

Total Intangible Assets and Goodwill	$	3,560,473

Total Accumulated Amortization	$	749,001

Total Intangible Assets & Goodwill (net)	$	2,811,472

Total Goodwill $491,000

Total Intangible Assets and Goodwill $3,733,239

Total Accumulated Amortization $642,924

Total Intangible Assets & Goodwill (net) $3,090,315

Management does not believe that there is an impairment as of September 30, 2022.

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments, which include cash, accounts receivable, accounts payable, and accrued expenses are representative of their fair values due to the short-term maturity of these instruments.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company maintains cash balances at financial institutions within the United States which are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to limits of approximately $250,000. The Company has not experienced any losses regarding its bank accounts and believes it is not exposed to any risk of loss on its cash bank accounts.

Critical Accounting Policies

The Company considers revenue recognition and the valuation of accounts receivable, allowance for doubtful accounts, and inventory and reserves as its significant accounting policies. Some of these policies require management to make estimates and assumptions that may affect the reported amounts in the Company’s financial statements.

Recent Accounting Pronouncements

In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (the “SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted.

In April 2015, FASB issued ASU No. 2015-04, “Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets”, which permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted.

In April 2015, FASB issued ASU No. 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If such includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for it as a service contract. For public business entities, the ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2015, FASB issued ASU No. 2015-06, “Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions”, which specifies that, for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop-down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted.

In June 2014, FASB issued ASU No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application is permitted with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). Our company adopted this pronouncement.

In June 2014, FASB issued ASU No. 2014-12, “Compensation – Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition.

In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued).

All other newly issued accounting pronouncements which are not yet effective have been deemed either immaterial or not applicable.

We reviewed all other recently issued accounting pronouncements and determined these have no current applicability to the Company or their effect on the financial statements would not have been significant.

3. GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has incurred a net loss of $51,~~037~~049,~~668~~707 for the ~~nine~~three (93) months ended ~~September~~ 30March 31, ~~2022~~2023, and has an accumulated deficit of $2630,~~273~~021,~~396~~119 as of ~~September~~March 3031, ~~2022~~2023.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure equity and/or additional debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited consolidated financial statements do not include any adjustments that might arise from this uncertainty.

4. INVENTORIES

As of ~~September~~March 3031, ~~2022~~2023, the Company had inventory assets for a total of $1,~~414~~173,~~271~~041. The Company had inventory assets of $1898,~~393,215~~995 as of December 31, ~~2021~~2022.

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment on ~~September~~March 3031, ~~2022~~2023, and December 31, ~~2021~~2022, consisted of:

	September 30, 2022			December 31, 2021
Computers		11,788		$	11,788
Office Furniture		23,908			23,908
Building & Improvement		29,673			29,673
Forklift 1		4,533			4,533
Forklift 2		2,871			2,871
Truck 2019 Hino 155 3710		24,865			24,865
Truck 2019 Hino 155 7445		34,213			34,213
Truck 2018 Hino 155 5647		30,181			30,181
Machinery & Equipment		1,109,811			1,109,811
Leasehold Improvements		66,932			66,932
Office Equipment		62,400			62,400
Vehicles		409,108			409,108
Accumulated Depreciation		(1,146,990	)		(932,054	)
	$	663,362		$	878,229

Depreciation and Amortization expenses for the nine (9) months ended September 30, 2022, was $374,045 compared to $585,931 for the same period of September 30, 2021.

	March 31, 2023			December 31, 2022
Computers		11,788		$	11,788
Office Furniture		23,908			23,908
Building & Improvement		29,673			29,673
Forklift 1		4,533			4,533
Forklift 2		2,871			2,871
Truck 2019 Hino 155 3710		24,865			24,865
Truck 2019 Hino 155 7445		34,213			34,213
Truck 2018 Hino 155 5647		30,181			30,181
Machinery & Equipment		1,109,811			1,109,811
Leasehold Improvements		66,932			66,932
Office Equipment		62,400			62,400
Vehicles		409,108			409,108
Accumulated Depreciation		(1,270,892	)		(932,054	)

Property, Plant and Equipment	$	539,391		$	878,229

Depreciation and Amortization expenses for the three (3) months ended March 31, 2023, was $105,284 compared to $124,682 for the same period of March 31, 2022.

6. ACCRUED EXPENSE

As of ~~September~~March 3031, ~~2022~~2023, the Company had accrued expenses of $1,~~612~~621,~~552~~117 compared to $1,~~414~~639,~~526~~049 for the year-end December 31, ~~2021~~2022.

7. INCOME TAX

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

8. RELATED PARTY TRANSACTIONS

The following table represents a summary of promissory notes that the balance in full was converted to Restricted Common Stock

	Note Balance		Note Balance		Restricted Common
Noteholder	as of 3/31/2022		as of 6/30/22		Shares Issued
S. Masjedi	$					-
A. Masjedi		459,744		0		26,500
M. Shenkman		42,000		0		20,000
	$	501,744				46,500

	Note Balance		Note Balance		Restricted Common
Noteholder	as of 3/31/2022		as of 6/30/22		Shares Issued
S. Masjedi	$	-		-		-
A. Masjedi		459,744		0		26,500
M. Shenkman		42,000		0		20,000

	$	501,744		-		46,500

9. NOTES PAYABLE

The following table presents a summary of the Company’s promissory notes issued to unrelated third parties as of ~~September~~March 3031, ~~2022~~2023:

	Note Amount		Issuance Date	Balance
Henry Mahgerefteh	$	144,000	2/15/15	$	117,524
BNA & TRA Capital		106,112	3 loans		75,499
1800 Diagonal Lending			7/12/17		256,250
TysAdco Partners		1,405,000	3 loans		1,266,000
LGH Investments		850,000	2 loans		518,720
Jefferson Capital		330,000	12/1/22		213,000
SBA Loan		309,900	4/1/20		159,900
Dicer		64,678	7/20/20		104,497
Seaport loan		437,500	9/30/21		187,500
TCA Global fund		2,150,000	5/1/18		3,837,047
TCA Global fund 2		3,000,000	12/17/19		8,246,598
	$	9,492,933		$	14,982,534

	Note Amount		Issuance Date	Balance
Henry Mahgerefteh	$	144,000	2/15/15	$	110,081
BNA & TRA Capital		106,112	3 loans		6,499
1800 Diagonal Lending		-	7/12/17		347,249
TysAdco Partners		1,405,000	3 loans		1,266,000
LGH Investments		850,000	2 loans		503,600
Jefferson Capital		330,000	12/1/22		213,000
SBA Loan		309,900	4/1/20		300,000
Dicer		64,678	7/20/20		80,497
Seaport loan		437,500	9/30/21		62,500
TCA Global fund		2,150,000	5/1/18		4,163,755
TCA Global fund 2		3,000,000	12/17/19		8,948,760
	$	9,054,190		$	16,001,941

Purchase Receivables

	Amount		Issuance Date		Balance
Cap Call	$	1,000,000		3 loans - 2020	$	642,400
Lends Park Corp		3,119,163		6/30/22		3,223,013
	$				$	3,875,413

SCHEDULE OF PURCHASE RECEIVABLES

Between May 17, 2022 to July 6, 2022, the Company converted the Unrelated third party noteholders to Restricted Common Shares.

	Amount		Issuance Date	Balance
Cap Call	$	1,000,000	3 loans-2020	$	1,615,713
NewCo Capital Group		506,000	March 2023		506,000
Lends Park Corp		3,119,163	6/30/22		2,713,210
	$	4,625,163		$	4,834,923

The following description represents unrelated note payable transactions post-merger between Snöbar and the Company:

Effective September 25, 2020, the Company entered into a settlement agreement with BNA/TRA. The settlement is in the amount of $400,000, on the 1st of every month $11,500 payment to be made until balance is paid in full. As of ~~September~~March 3031, ~~2022~~2023, the note is current.

In ~~March~~May ~~2021~~17 2022, the Company entered into a financing arrangement with 1800 Diagonal Lending pursuant to which the Company borrowed a total principal of $~~256~~88,~~250~~750 secured by shares of the Company’s common stock. ~~The~~On ~~notes~~Feb ~~are~~23, ~~subject~~2023, the Company entered into a financing arrangement with 1800 Diagonal Lending pursuant to which the Company borrowed a 6total ~~month~~principal ~~hold~~ofd ~~before~~$258,449 ~~any~~secured ~~stock is~~by ~~issued.~~shares ~~The~~of ~~current~~the ~~balance~~Company’s common asstock. As of ~~September~~March 3031, ~~2022~~2023, isboth ~~$256,250~~notes are current.

On May 1, 2018, Pacific Ventures Group entered into a secured promissory note with TCA Global Master Fund. The note was secured by interests in tangible and intangible property of Pacific Ventures Group. The effective interest rate on the note is 16%. The outstanding balance of the notes with TCA Global Fund for San Diego Farmers Outlet is $34,~~837~~163,~~047~~755 as of ~~September~~March 3031, ~~2022~~2023, which includes capitalized interests.

On December 17, 2019, Pacific Ventures Group entered into a secured promissory note with TCA Special Situations Credit Strategies ICAV. The note was secured by interests in tangible and intangible property of Pacific Ventures Group. The effective interest rate is 16%. The outstanding balance of the notes for Seaport Meat is $8,~~246~~948,~~598~~760 as of ~~September~~March 3031, ~~2022~~2023, which includes capitalized interests.

On July 20, 2020, Seaport Group Enterprises LLC entered a note in the amount of $150,000.00 for a new piece of machinery in order to upgrade the processing line. The note is payable monthly in installment payments of $2,500.00. As of ~~September~~March 3031, ~~2022~~2023, the note is current.

On December 8, 2019, The Company entered into a settlement agreement on the Seller Carryback note with PNC Inc. in the amount of $700,000. The payment schedule consists of a $62,500 payment every quarter for a period of two years. As of ~~September~~March 3031, ~~2022~~2023, the note isbalance ~~current~~is $0.

In September 2020, Seaport Group Enterprises LLC entered into a revenue-based factoring agreement with Cap Call and received an aggregate of $1,000,000 CAP Call in exchange for $1,300,000.00 of future receipts relating to monies collected from customers or other third-party payors. Under the terms of the agreement, the Company is required to make weekly payments for 40 weeks. Payments are current.

In June of 2022, Seaport Group Enterprises LLC entered into a revenue-based factoring agreement with Lendspark Capital and received an aggregate of $ 2,637,600.00 Lendspark in exchange for 3,250,000.00 of future receipts to monies collected from customers or other third-party payors. Under the terms of the agreement, the Company is required to make daily payments for 46 weeks. Payments are current.

In the first and second quarter 2021, the Company entered into a note agreement with ~~Tysadco~~ClearThink Capital Partners with a total amount of $1,405,000. In the first quarter of 2021, the Company entered into a note agreement of $325,000. The notes can be repaid in cash or converted ~~common~~ common stock or a combination of both. Balance of all the notes is $1,266,000. As of ~~September~~March 3031, ~~2022~~2023, the notes are current.

In the second quarter of 2021, the Company entered into note agreements with LGH Financial in the total amount of $518,720. The note can be repaid in cash or converted common stock or a combination of both. As of ~~September~~March 3031, ~~2022~~2023, the note is current.

As of ~~September~~March 3031, ~~2022~~2023, the Company had short-term notes payable of $~~662~~676,~~273~~829 and long-term notes payable of $1415,~~320~~325,~~261~~111. The Company had ~~purchase~~ purchase receivables of $34,~~875~~834,~~413~~923.

10. STOCKHOLDERS’ EQUITY

Common Stock and Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of its preferred stock, $0.001 par value per share. The Company designated 6,000,000 shares of preferred stock as Series E Preferred Stock (the “Series E Preferred Stock”). Under the rights, preferences and privileges of the Series E Preferred Stock, for every share of Series E Preferred Stock held, the holder thereof has the voting rights equal to 10 shares of common stock. As of ~~September~~March 3031, ~~2022~~2023, there were 6,000,000 shares of Series E Preferred Stock issued and outstanding. Additionally, Company has designated 10,000 shares of Series F Preferred Stock and 10,000 shares of the Series F Preferred Stock are issued and outstanding. Each share of Series F Preferred Stock is convertible into 0.1% of the issued and outstanding stock at the time of conversion.

From January 1, 2023, through March 31, 2023, the Company issued 0 shares of its common stock.

~~From January 1, 2022, through~~The ~~September~~Company ~~30,~~is ~~2022,~~authorized ~~the~~to ~~Company~~issue ~~issued~~up ~~299~~to 5,~~331~~000,~~883~~000,000 shares of its common stock, $0.001 Aspar avalue ~~result~~per share. Holders of ~~the~~common ~~conversion~~stock have one vote per share. As of ~~our~~March ~~outstanding~~31, ~~securities~~2023, and the ~~company~~same ~~issued~~period ~~108~~in 2022,~~340~~ there were 468,~~304~~618,642 ~~common~~and 38,217,202 shares ~~during~~of the ~~three~~Company’s common ~~months~~stock ~~ending~~issued ~~September~~and 30outstanding, ~~2022~~respectively.

The Company is authorized to issue up to 900,000,000 shares of its common stock, $0.001 par value per share. Holders of common stock have one vote per share. As of September 30, 2022, and the same period in 2021, there were 330,951,0251 and 30,440,466 shares of the Company’s common stock issued and outstanding, respectively.

11. COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES

Operating Lease

The Company is currently obligated under two operating leases for office spaces and associated building expenses. Both leases are on a month-to-month basis at a monthly rate of $~~450~~525 and ~~$330~~650, respectively.

SDFO operations are located at 10407 Friars Rd, San Diego, CA 92110, where they occupy an aggregate of approximately 10,000 square feet pursuant to leases. The 5-year leases are on an annual basis at a monthly rate of $6,000 per month.

Seaport Group Enterprise LLC is located at 2533 Folex Way, Spring Valley CA 91978, where they occupy an aggregate of approximately 12,000 square feet pursuant to the lease. The 5-year leases are on an annual basis starting at a monthly rate of $15,~~145~~345.00 per month.

San Diego Farmers Outlet and Seaport Meat Company Operating Leases

The Company on May 1, 2018, assumed a lease agreement for a facility site and entered into a lease agreement for office space for San Diego Farmers Outlet. The lease has a term of five years expiring on April 30, 2023.

Future minimum lease payments, as set forth in the lease, are below:

YEAR	AMOUNT
2020	$	72,000
2021	$	72,000
2022	$	72,000
2023	$	24,000

YEAR	AMOUNT
2023	$	72,000
2024	$	72,000
2025	$	72,000
2026	$	24,000

The Company on December 1, 2019, entered into a lease agreement for a facility site for office space for Seaport Meat Company. The lease has a term of five years expiring on November 30, 2024.

Future minimum lease payments, as set forth in the lease, are below:

YEAR	AMOUNT
2020	$	177,000
2021	$	177,000
2022	$	177,000
2023	$	177,000
2024	$	162,250

YEAR	AMOUNT
2023	$	177,000
2024	$	177,000
2025	$	177,000
2026	$	177,000
2027	$	162,250

Concentration Risk

The Company is potentially subject to concentration risk in its sales revenue and from a major supplier of goods for sale.

Major Customer

The Company has one major customer that accounted for approximately 44% and $4,494,708 of sales for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023. The Company expects to maintain this relationship with the customer.

Major Vendor

The Company has one major vendor that accounted for approximately 48% and $4,041,033 of cost of sales for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~ 2023. The Company expects to maintain this relationship with the vendor.

12. SUBSEQUENT EVENTS

ASC 855-16-50-4 establishes accounting and disclosure requirements for subsequent events. ASC 855 details the period after the balance sheet date during which we should evaluate events or transactions that occur for potential recognition or disclosure in the financial statements, the circumstances under which we should recognize events or transactions occurring after the balance sheet date in its financial statements and the required disclosures for such events.

In the third quarter ended September 30, 2022, the Company issued a total of 108,340,304 restricted common stock. The issued 34,558,253 of restricted common stock in lieu of $286,280 debt or notes payable and 73,782,051 of restricted common stock for $41,286 of accounts payable for services .

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Statements in this Quarterly Report on Form 10-Q (this “Quarterly Report”) which are not historical in nature are “forward-looking statements” within the meaning of the federal securities laws. These statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “outlook,” “estimate,” “target,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecast,” “mission,” “strive,” “more,” “goal,” or similar expressions and are based upon various assumptions and our experience in the industry, as well as historical trends, current conditions, and expected future developments. However, you should understand that these statements are not guarantees of performance or results, and there are several risks, uncertainties and other important factors that could cause our actual results to differ materially from those expressed in the forward-looking statements, including, among others:

	●	any declines in the consumption of food prepared away from home;
	●	the extent and duration of the negative impact of the COVID-19 pandemic on us;
	●	cost inflation/deflation and commodity volatility;
	●	competition;
	●	reliance on third-party suppliers and interruption of product supply or increases in product costs;
	●	changes in our relationships with customers and group purchasing organizations;
	●	our ability to increase or maintain the highest margin portions of our business;
	●	effective integration of acquired businesses;
	●	achievement of expected benefits from cost savings initiatives;
	●	increases in fuel costs;
	●	economic factors affecting consumer confidence and discretionary spending;
	●	changes in consumer eating habits;
	●	reputation in the industry;
	●	labor relations and costs and continued access to qualified and diverse labor;
	●	cost and pricing structures;
	●	changes in tax laws and regulations and resolution of tax disputes;
	●	environmental, health and safety and other government regulation, including actions taken by national, state and local governments to contain the COVID-19 pandemic, such as travel restrictions or bans, social distancing requirements, and required closures of non-essential businesses;
	●	product recalls and product liability claims;
	●	adverse judgments or settlements resulting from litigation;
	●	disruption of existing technologies and implementation of new technologies;
	●	cybersecurity incidents and other technology disruptions;
	●	management of retirement benefits and pension obligations;
	●	extreme weather conditions, natural disasters and other catastrophic events, including pandemics and the rapid spread of contagious illnesses;
	●	risks associated with intellectual property, including potential infringement;
		indebtedness and restrictions under agreements governing indebtedness; and
	●	interest rate increases.

We caution that the factors described herein, and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

~~General~~Basis of Presentation

The ~~Company~~unaudited ~~was~~financial ~~incorporated~~statements ~~under~~for the ~~laws~~three ofmonths ~~the~~ended ~~State~~March of31, ~~Delaware~~2023 onand ~~October 3~~2022, ~~1986,~~include ~~under~~a ~~the~~summary ~~name~~of ~~“AOA~~our ~~Corporation”.~~significant Onaccounting policies ~~October~~and ~~22,~~should ~~2012,~~be ~~the~~read ~~Company~~in ~~changed~~conjunction ~~its~~with ~~name~~the todiscussion ~~“Pacific~~below. ~~Ventures~~In ~~Group,~~the ~~Inc.”.~~opinion ~~Prior~~of tomanagement, ~~the~~all ~~Share~~material ~~Exchange~~adjustments ~~described~~necessary ~~below,~~to present fairly the ~~Company~~results ~~operated~~of asoperations anfor ~~insurance~~such ~~holding~~periods ~~company~~have ~~and~~been ~~through~~included ~~its~~in ~~subsidiaries,~~these ~~marketed~~audited ~~and~~financial ~~underwrote~~statements. ~~specialized~~All ~~property~~such ~~and~~adjustments ~~casualty~~are ~~coverage~~of ina ~~the~~normal ~~general~~recurring ~~aviation insurance marketplace~~nature.

The ~~current~~following ~~structure~~discussion ofand ~~the~~analysis ~~Company~~is ~~resulted~~intended ~~from~~to ahelp ~~share~~the ~~exchange~~reader ~~with~~understand ~~Snöbar~~the ~~Holdings~~Company, ~~Inc.~~our ~~(“Snöbar”),~~financial ~~which~~condition ~~was treated~~and asresults aof ~~reverse~~operations and ~~merger~~our ~~for~~present ~~accounting~~business ~~purposes~~environment. OnIt ~~August~~should ~~14,~~be ~~2015,~~read ~~the~~together ~~Company~~with ~~entered~~our ~~into~~consolidated afinancial ~~share~~statements ~~exchange~~and ~~agreement~~related ~~(the~~notes ~~“Share~~contained ~~Exchange~~elsewhere ~~Agreement”)~~in ~~with~~this ~~Snöbar~~Quarterly ~~Holdings, Inc~~Report. ~~(“Snöbar~~The ~~Holdings”),~~following ~~pursuant~~discussion ~~to which the Company acquired 100% of the issued~~ and ~~outstanding~~analysis ~~shares~~contains ofcertain ~~Snöbar~~financial ~~Holdings’~~measures ~~Class~~that Aare ~~and~~not ~~Class~~required ~~B common stock in exchange for 22~~by,~~500,000~~ ~~restricted~~or ~~shares~~presented ofin ~~the~~accordance ~~Company’s common stock~~with, asaccounting ~~well~~principles asgenerally ~~issuing~~accepted ~~2,500,000~~in ~~restricted shares of~~ the ~~Company’s~~U.S. ~~common stock to certain other persons~~ (~~the~~ “~~Share Exchange~~GAAP”). AsWe ~~the~~believe ~~result~~these ofnon- ~~the~~GAAP financial ~~Share~~measures ~~Exchange,~~provide ~~Snöbar~~meaningful ~~Holdings.~~supplemental ~~became~~information ~~the~~about ~~Company’s wholly~~our ~~owned~~ operating ~~subsidiary~~performance and ~~the business of Snöbar Holdings became the Company’s sole business operations~~liquidity. ~~In addition, Snöbar Holdings’ majority owned subsidiary, MAS Global Distributors, Inc., a California corporation (“MGD”), became an indirect subsidiary of the Company.~~

~~International Production Impex Corporation, a California corporation (“IPIC”), which was formed on August 2, 2001. IPIC is in the business of selling alcohol~~COVID-infused ice cream and ice-pops and holds all of the rights to the liquor licenses to sell such products and trade names “SnöBar”. Accordingly, the Trust holds all ownership interest of IPIC and its liquor licenses, permitting IPIC to sell its product to distributors, with all income, expense, gains and losses rolling up to the Trust, of which Snöbar Holdings is the sole beneficiary. Snöbar Holdings also owns 99.9% of the shares of MAS Global Distributors, Inc., a California corporation (“MGD”). As a result of the foregoing structure, Snöbar Holdings is the primary beneficiary of all assets, liabilities and any income received from the business of the Trust and IPIC through the Trust and is the parent company of MGD.19

~~Description~~Should ofthe negative economic impact caused by the ~~Business~~COVID-19 ~~Operations~~pandemic, ofincluding ~~Snöbar~~the ~~Holdings~~response thereto, result in continuing long-term economic weakness in the United States and/or globally, our ability to maintain or expand our business could be negatively impacted. However, we are unable to make any prediction in this regard.

~~Snöbar Holdings is the trustor and sole beneficiary of the Trust. The Trust owns 100% of the shares of IPIC. IPIC is the owner of liquor licenses and the trade name “SnöBar” .~~Inflation

~~IPIC~~During ~~is a food~~2022, ~~beverage~~inflation ~~and~~became ~~alcohol~~a ~~distribution~~significant ~~company~~negative ~~who~~factor ~~has~~in ~~sold~~our ~~alcohol-infused~~operations ~~ice cream~~ and ~~ice-pops~~it ~~and~~continues ~~holds~~to ~~all~~be ofa ~~the~~significant ~~rights to~~pressure ~~the~~on ~~liquor~~our ~~licenses~~ability to operate ~~sell~~at ~~such~~a ~~products and trade names “SnöBar”~~profit. ~~IPIC~~Since isSpring ~~initially~~2022, ~~marketing~~food ~~two~~costs ~~products:~~have ~~SnöBar alcohol~~increased ~~infused~~dramatically ~~ice pops,~~ and ~~SnöBar~~our ~~alcohol~~margins ~~infused~~have ~~ice~~been ~~cream and sorbet~~reduced. ~~SnöBar~~These ~~ice pops are original frozen alcohol beverage~~inflationary ~~bars,~~pressures ~~similar~~continue to ~~popsicles~~impact onour aoperations. ~~stick~~However, ~~but~~given ~~made~~the ~~with~~current ~~premium~~economic ~~liquor~~volatility, ~~such~~we ~~as premium tequila and vodka and~~ are ~~currently~~unable ~~manufactured in three flavors, Margarita, Cosmopolitan and Mojito. The alcohol freezing technology used~~ to ~~produce~~predict ~~these~~with ~~beverage bars can be applied~~certainty tohow ~~almost~~our ~~any~~operating ~~alcohol~~results ~~type~~will ~~and~~be ~~mixture,~~impacted ~~presenting~~by ~~significant~~inflation ~~market~~during ~~potential and an almost unlimited variety of flavors and employment of premium brands. Each ice pop is~~ the ~~equivalent~~remainder of ~~a full cocktail~~2023.

~~SnöBar~~Operating ice cream is an additional innovative product that the Company is marketing using proprietary formulas and technology. These products are premium ice cream and sorbets that are distilled spirit cocktails containing up to 15% quality liqueurs and liquors. Currently, there are four flavors available: Brandy Alexander; Brandy Alexander with chocolate chips; Grasshopper; and Pink Squirrel. There are also numerous different liquor ice cream flavors in development in classic ice cream drink styles such as Coffee Liqueur Ice Cream, Piña Colada Sorbet, Sherry Ice Cream, and Strawberry Margarita Sorbet. The product contains ultra-premium dairy and the highest quality of ingredients.Metrics

~~The~~Case ~~SnöBar~~growth—Case ~~brand~~growth, by customer type (e.g., independent restaurants) is ~~fully~~reported ~~trademarked~~as ~~within~~of ~~the~~a ~~USA~~point in time. Customers periodically are reclassified, based on changes in size or other characteristics, and iswhen ~~currently~~those ~~seeking~~changes ~~worldwide~~occur, ~~trademark~~the ~~rights~~respective customer’s historical volume follows its new classification.

OnOrganic ~~May~~growth—Organic 1,growth ~~2018,~~includes ~~Royalty~~growth ~~Foods~~from ~~Partners,~~operating ~~LLC~~business –that ahas ~~Florida~~been ~~Limited~~reflected ~~Liability~~in ~~Corporation~~our ~~and~~results ~~a subsidiary~~ of ~~Pacific~~operations ~~Ventures~~for ~~Group, Inc.~~at ~~– completed an asset acquisition of San Diego Farmers Outlet, Inc. (SDFO), a California Corporation. San Diego Farmers Outlet~~least ~~was~~12 started over thirty-five years ago to provide primarily restaurant customers in southern California’s three largest counties with quality food and produce and does business under the name of Farmers Outlet and San Diego Farmers Outletmonths.

Strategy

Beginning during the first quarter of 2023, the Company’s strategy has been focused on:

	●	incrementally increase sales and profitability of San Diego Farmers Outlet (SDFO) and Seaport Meat Company.
	●	expanding Snöbar production and distribution
	●	acquisition of food production or distribution companies that are synergistic with SDFO and Seaport Meat Company.

Seaport is looking to improve the current processing line and add and upgrade to a more efficient and automated processing line. This will allow Seaport to operate more efficiently and reduce the amount of overtime hours on the production line. Seaport plans to increase its customer base.

We plan to grow SDFO’s wholesale business by expanding its delivery territory from 40 miles to a 75-mile radius and add to the current fleet of delivery trucks. The Company has already begun marketing to new restaurants in the area, most notably Asian and Italian restaurants, and have let restaurants know that SDFO can deliver the finest produce in market.

We plan to relaunch Snöbar production and distribution by partnering with third-party manufacturers and co-packers, and with third-party distributors that can sell Snöbar products to high-end restaurants, resorts, cruise lines and hotels worldwide. Initially, the focus will be on establishing major accounts in four core markets consisting of Southern California, Phoenix, Las Vegas and Miami. The larger vision is to sell products in grocery stores such as Kroger, Wal-Mart and others, and thereafter to begin a national marketing program to all U.S. retailers. It is essentially a top-down marketing plan where products are placed with the largest retailer then trickle down to the smallest seller in each market area

OnWe ~~December~~plan ~~17,~~to ~~2019,~~grow ~~the~~through ~~Company~~acquisitions ~~completed an asset acquisition~~ of ~~Seaport~~similar Meat Company, (Seaport Meat), a California Corporation with over thirty (30) years in business servicing restaurant and retail, and institutional customers in Southern California and Arizona. Seaport Meat is a USDA meat ~~processing plant that supplies quality meats, seafood, dry goods, dairy~~ and ~~produce. Seaport Meat Company built a state-of-the-art~~ food ~~distribution and manufacturing facility in Spring Valley, California their 12,000 square foot facility is HACCP-compliant and is a USDA Licensed~~ processing/distributing ~~facility~~companies ~~with~~located ~~on-site~~within ~~daily inspections. HACCP is a management system in which food safety is addressed through~~ the ~~analysis and control of biological, chemical, and physical hazards from raw material production, procurement and handling, to manufacturing, distribution and consumption of the finished product~~Southwest. ~~Having~~Our ~~a USDA certified facility allows consumers to be confident~~company ~~that~~has ~~the~~identified ~~Food Safety~~ and ~~Inspection Service (FSIS), the public health agency in the USDA, ensured that meat and poultry products~~ are ~~safe,~~ ~~wholesome,~~currently ~~and~~speaking ~~correctly~~with ~~labeled~~a ~~and~~few ~~packaged~~key opportunities.

~~Plan~~We ofplan ~~Operations~~to acquire food production and distribution businesses that will help the Company grow its food, beverage and alcohol-related products businesses. We continue to engage in preliminary discussions with potential investors in order to properly fund potential acquisitions, however, there are no assurances that the required funding will be available on terms acceptable to us, or at all.

~~Snobar~~Going Concern

AsThe ofaccompanying ~~the~~consolidated ~~date~~financial ofstatements ~~this~~have ~~Quarterly~~been ~~Report,~~prepared ~~Snöbar~~assuming ~~products~~we ~~are~~will ~~currently~~continue ~~being~~as ~~sold~~a going concern. As discussed in ~~the~~this Quarterly ~~east~~Report ~~coast~~and ofin ~~United~~the ~~States~~notes byto the Company’s ~~distributor.~~ ~~The~~consolidated ~~Company’s~~financial ~~management~~statements ~~has~~included ~~been~~elsewhere ~~actively~~herein, ~~constructing~~we anhave ~~online~~incurred operating ~~platform~~losses, ~~that~~and ~~will~~as ~~allow~~of ~~Snöbar~~March ~~distribution on~~31, a2023 ~~national~~and ~~level.~~2022, ~~The~~we ~~Company’s~~have ~~platform~~accumulated isdeficit ~~complete~~of $_________ and ~~ready~~$____________, torespectively. ~~“go~~At ~~live”~~March 31, ~~and~~2023, ~~with~~we ~~the~~had ~~aim~~a working capital deficiency of ~~purchasing~~$_______. ~~inventory as~~These ~~well~~factors asraise ~~increasing~~substantial ~~sales~~doubt ~~and~~about ~~marketing~~our ~~efforts~~ability to continue as a going concern.

~~The~~Our ~~Company~~ability ~~has~~to ~~recently~~continue ~~signed~~as ~~an agreement with~~ a ~~new~~going ~~co-packer~~concern tois ~~produce~~dependent ~~and~~upon ~~manufacture~~our ~~the~~generating ~~Snobar~~operating ~~Product~~cash ~~Line.~~flow ~~The~~and ~~new~~raising ~~factory~~capital ~~will produce~~sufficient ~~the~~to ~~Snobar~~fund ~~Product Line for a reduced price which will allow for greater profitability for the company~~operations. Our ~~The~~business ~~new~~strategy ~~factory~~may ~~has~~not ~~all of~~be ~~the~~successful ~~necessary licensing~~ in ~~place~~funding ~~required~~ongoing tooperations ~~manufacture~~and ~~the~~accelerating ~~Snobar~~our ~~Product~~domestic ~~Line.~~and ~~The~~international ~~company expects to place its first order with~~expansion, ~~the~~and ~~new~~if ~~copacker~~we incannot ~~2023.~~continue ~~The~~as ~~company~~a ~~will~~going ~~launch~~concern, ~~the~~our ~~state~~stockholders ofmay ~~California~~lose ~~and~~their beentire ~~looking~~investment toin ~~expand sales across the nation~~us.

InPlan ~~addition,~~of ~~the~~Operation ~~Company~~for ~~is planning to offer distribution rights throughout~~ the ~~country~~Next ~~which~~Twelve ~~will allow the Snöbar Product Line to expand its footprint very rapidly. The distribution rights will also bring in additional revenue to the Company.~~Months

~~The~~Our ~~Company’s~~plan ~~anticipated~~is ~~general~~to achieve meaningful sales revenue from the sale of the SDFO and ~~administrative~~Seaport ~~costs~~Meat ~~can~~Company products to meet our operating needs. It is also unlikely that we will be ~~expected~~able to ~~increase~~satisfy ~~due~~all of our obligations to ~~additional~~pay ~~marketing~~interest ~~costs~~and ~~associated~~repay principal due and payable within ~~with~~the ~~online~~next ~~sales~~12 months under the various forms of our outstanding debt. ~~Specifically~~Although we have been able to extend the maturity dates as well as repayment terms of a substantial amount of such debt, there is no assurance that we will be able to further extend such repayments or maturity dates to avoid a default, as such further extension depends on the ~~Company~~consent ~~expects~~of the holders of such debt. If we are unable to make ~~utilize~~such ~~marketing~~payments and ~~promotions~~repayments ~~through~~and ~~social~~unable ~~media~~to extend and delay required payments or maturities of such debt, ~~radio~~the holders of such debt will have the right to take legal action seeking enforcement of the debt. If any legal action is taken against us, we would face the risk of having to deplete our limited cash resources to defend against such suit or face the entry of a default judgment. In either event, such action would have grave impact on our operations. Our ability to continue operations will be dependent upon the successful completion of additional long-term or permanent equity financing, the support of creditors and ~~other~~shareholders, ~~avenues~~and, ultimately, the achievement of profitable operations. There can be no assurances that we will be successful, which would in turn significantly affect our ability to be ~~create~~successful ~~more~~in ~~brand~~our ~~awareness~~new business plan. ~~The~~If ~~Company~~not, ~~expects~~we will likely be required to reduce operations or liquidate assets. We will continue to evaluate our projected expenditures relative to ~~utilize~~our ~~independent~~available ~~contractors~~cash and ~~not~~to ~~increase~~seek ~~the~~additional ~~number~~means of ~~employees~~financing in order to satisfy our working capital and other cash requirements.

Seaport Meat Company

Seaport Meat Company, (Seaport Meat), a California Corporation with over thirty (30) years in business servicing restaurant and retail, and institutional customers in Southern California and Arizona. Seaport Meat is a USDA meat processing plant that supplies quality meats, seafood, dry goods, dairy and produce. Seaport Meat Company built a state-of-the-art food distribution and manufacturing facility in Spring Valley, California their 12,000 square foot facility is HACCP-compliant and is a USDA Licensed processing facility with on-site daily inspections. HACCP is a management system in which food safety is addressed through the analysis and control of biological, chemical, and physical hazards from raw material production, procurement and handling, to manufacturing, distribution and consumption of the finished product. Having a USDA certified facility allows consumers to be confident that the Food Safety and Inspection Service (FSIS), the public health agency in the USDA, ensured that meat and poultry products are safe, wholesome, and correctly labeled and packaged

The Company’s customers range from a wide variety of restaurants, including many well known in Southern CA, to institutions, schools (UCSD, SDSU, etc.) and re-distributors such as US Foods and Sysco as well as to local distributors. They supply wholesale food and restaurant supplies to San Diego, Los Angeles, Orange and Riverside and offer same day service. In addition, they have clients in Arizona and Colorado that come to their facility to pick up their orders.

Because Seaport Meat Company of America can efficiently add new product lines, it is expected that this will expand the distribution of Pacific Ventures’ San Diego Farmers Outlet and SnoBar product line, thereby accelerating Pacific Ventures’ revenue growth. We believe the combination of a distribution and product company is unique in the San Diego area and will position the company for rapid growth.

Seaport Meat Company manufactures and wholesales custom processed beef, pork, chicken, lamb, veal, and seafood. In addition, they are redistributors of a wide variety of dry goods, frozen foods, disposables, and janitorial products. Their sales, distribution and finance processes are very efficient and can be expanded to add new product lines, including fresh produce and dairy.

In 2021, the California COVID-19 restrictions have eased up on the restaurants and dining facilities. The Company has seen an increase in sales and our third quarter revenue has already exceeded our 2020 year-end revenue. The Company has managed to retain all new customers and seen the return of large customers such as PetCo Park (San Diego Padres Stadium) and the LA and San Diego County Fairs.

During 2020, the U.S. foodservice industry faced unprecedented challenges as the COVID-19 pandemic caused substantial disruption across many of our customers’ operations and, in some cases, resulted in permanent closures of restaurants. As a company, we took several actions to increase liquidity, conserve cash, manage working capital, and reduce expenses to align with the decrease in demand.

We also acted quickly to protect the health and safety of our communities by implementing new protocols and enhanced safety measures to protect our frontline associates and customers, many of whom are “essential workers” and unable to work remotely. As we adapted to rapidly changing conditions, we also increased our efforts to stay connected to our current customers and attract new customer.

As the U.S. meat industry experienced meat shortages due to massive outbreaks of COVID-19 and in some cases large facilities were forced to close, meat prices reached an all-time high due to the lack of product and increase in demand. While our competitors choose to pass these increases in price to the customers, Seaport management made a conscious decision to stand by our customers and Seaport lowered our margins to support our customers during the pandemic. By lowering our margins during the second and third quarters Seaport attracted many new customers and won the loyalty of its current customer base.

Seaport was able to maintain the historical average of the prior year’s revenues but did share the burden of the pandemic and incurred a net loss because of this decrease in demand.

During the onset of the pandemic Seaport’s sales staff and management acted quickly to recover any lost revenue due to the massive government mandated shutdown. Some of Seaports largest customers were forced to stay closed for almost a year which include Petco Park the San Diego Padres Stadium, and the SoCal County Fairs. Seaport attracted more business from Hospitals, Nursing Homes, and Naval Bases just to name a few.

Both Seaport Meat Company and Farmers Outlet would like our customers know that we appreciate their loyalty and continued support we were all in this together.

Although the Company has been able to extend the maturity dates as well as repayment terms of a substantial amount of its existing debt, there is no assurance that the Company will be able to further extend such repayments or maturity dates to avoid a default, as such further extension depends on the consent of the holders of such debt. If the Company is unable to make such payments and repayments and unable to extend and delay required payments or maturities of such debt, the holders of such debt will have the right to take legal action seeking enforcement of the debt. If any legal action is taken against it, the Company would face the risk of having to deplete our limited cash resources to defend against such suit or face the entry of a default judgment. In either event, such action would have grave impact on the Company’s operations. The Company’s ability to continue operations will be dependent upon the successful completion of additional long-term or permanent equity financing, the support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurances that the Company will be successful, which would in turn significantly affect our ability to be successful in its new business plan. If not, the Company will likely be required to reduce operations or liquidate assets. The Company will continue to evaluate its projected expenditures relative to its available cash and to seek additional means of financing in order to satisfy the Company’s working capital and other cash requirements.

San Diego Farmers Outlet

Unlike some larger distributors who make their customers receive products on a day and time convenient to the distributor, SDFO delivers daily and pays attention to what the customer wants. Farmers Outlet added products to meet the needs of restaurants, Hotels, Clubs and bars, Resorts, food trucks and caterers. Free delivery was added to demonstrate that Farmers Outlet had customers interest first in mind.

Farmers Outlet provides a wide array of products to serve customers of all types. However, they do have a niche in providing fresh produce and food products. Farmers Outlet provides specialty produce that the larger distributors do not carry daily.

Farmers Outlet currently services the San Diego territory and has over 120 active customers, and no customer represents more than five percent of Farmers Outlet gross revenues.

The company services customers in high, middle and low-income communities with a specialty in providing food and fresh produce to customers serving small to medium size restaurants of all nationalities, including Chinese, Korean, Mexican, American, Japanese and Thai.

Pacific Ventures intends to expand its business through the acquisition of other food manufacturing and distribution companies that serve the Los Angeles, Orange County and San Diego area, thereby combining and expanding upon a combined customer base with an expanding range of products and services.

Results of Operations

~~Nine~~Three Months ended ~~September~~March 3031, ~~2022~~2023, as Compared to ~~nine~~three Months Ended ~~September~~March 3031, ~~2021~~2022

Revenues — The Company recorded $307,~~837~~694,~~691~~088 sales revenue for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, as compared to $3010,~~507~~385,~~410~~145 for ~~the~~ the same period of ~~September~~March 3031, ~~2021~~2022. The Company had $1,~~414~~173,~~271~~041 inventory of saleable merchandise as of ~~September~~March 3031, ~~2022~~2023, as compared to $1,~~566~~675,~~973~~ 518 for the same period ending ~~September~~March 3031, ~~2021~~2022.

Operating Expenses — Total cash used in operating expenses for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, was $233,~~374,889~~026 as compared to $2194,~~803,128~~ 003 in the same period in, ~~2021, due to increased operating activities during the period ended September 30,~~ 2022.

Selling, General and Administrative Expenses — Selling, general and administrative expenses for the nine months ended September 30, 2022, increased to $4,867,302 from $4,172,571 in the same period in 2021, which was due to an increase in various business expenses.17

~~Marketing~~Selling, General and ~~Advertising~~Administrative Expenses –— ~~Marketing~~Selling, general and ~~advertising~~administrative expenses for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, decreased ~~was~~to $801,~~667~~277,030 ~~compared to~~from $~~241~~1,~~110~~506,999 onin ~~September~~the 30same period in 2022, ~~2021~~which was due to an decrease in various business expenses.

~~Professional~~Marketing ~~fees~~and Advertising Expenses – ~~Professional~~Marketing ~~fees~~and ~~expense~~advertising expenses for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, was $~~684~~17,~~801,~~696 ~~which includes accounting, legal fees and consulting services~~ compared to $~~919~~28,~~510~~838 ~~during~~on ~~the~~March ~~same~~31, ~~period in 2021~~2022.

~~Depreciation~~Professional ~~and~~fees ~~Amortization~~– ~~Expenses~~Professional —fees ~~Depreciation~~expense ~~and Amortization expenses~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, ~~and~~was ~~2021 were~~ $~~374~~66,~~045~~531, which includes accounting, legal fees and consulting services compared to $~~585~~75,~~931,~~184 ~~respectively~~during the same period in 2022.

~~Salaries~~Depreciation and ~~Wages~~Amortization Expenses — ~~Salaries~~Depreciation and ~~wages~~Amortization ~~expense, in the form of payroll~~ expenses, ~~which is included under selling & general expenses~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, ~~was~~and 2022 were $2105,~~315,935~~284 asand ~~compared to~~ $2124,~~346~~682,~~211~~ ~~for the prior same period~~respectively.

19Salaries and Wages — Salaries and wages expense, in the form of payroll expenses, which is included under selling & general expenses for the three months ended March 31, 2023, was $655,194 as compared to $761,579 for the prior same period.

Other Non-Operating Income and Expenses — For the ~~nine~~three months period ended ~~September~~March 3031, ~~2022~~2023, the Company recorded interest and ~~penalty~~ penalty expenses in the amount of $3820,~~358,087~~414 for a non-operating loss in the same amount. In the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022, the Company recorded other non-operating expenses of $3978,~~358,087~~626 in interest expense for a non-operating loss in the same amount.

Net Loss — Net loss for three months ended ~~September~~March 3031, ~~2022~~2023, was $1,~~612~~049,~~610~~707, as compared to net loss of $51,~~037~~080,~~668~~226 for the ~~nine~~three months in the same year ended ~~September~~March 3031, 2022. ~~Net loss for nine months ended September 30, 2022, was $5,037,668, as compared to net loss of $4,551,641 for the nine months ended September 30, 2021.~~

Financial Condition, Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2022~~2023, the Company had a working capital deficit of $68,~~783~~940,~~301~~326 consisting of $~~690~~321,~~154~~306 in cash or cash equivalents, $1663,~~092,438~~527 in accounts receivable, $1,~~414~~173,~~271~~041 in inventory, $~~229~~223,~~3789~~379 in other assets and $16,845 in deposits, offset by accounts payable of $3,~~853~~999,~~957~~419, accrued expenses of $1,~~612~~621,~~552~~117, equipment of $2717,~~192~~135, current portion of notes payable of $45,~~537~~511,~~686~~752 and $~~195~~189,000 in other current liabilities.

For the ~~nine~~three months period ended ~~September~~March 3031, ~~2022~~2023, the Company used $233,~~374,889~~026 of cash in operating activities, had ~~used~~ $700 in cash for ~~investing~~ investing activities and ~~obtained~~provided $394,~~048,680~~394 cash from financing activities, resulting in an increase in total cash of $~~673~~61,~~720~~368 and a cash balance of $~~690~~321,~~154~~306 for the period. For the ~~nine~~three months period ended ~~September~~March 3031, ~~2021~~2022, the Company used cash of $2194,~~803,128~~003 in operating activities, had ~~used~~ $~~101,982~~0 in cash for investing activities and ~~obtained~~provided cash of $3388,~~343,835~~885 from financing activities, resulting an increase in cash of $~~438~~194,~~725~~ 882 and a cash balance of $~~496~~16,~~959~~435 at the end of such period.

Total current assets as of ~~September~~March 3031, ~~2022~~2023, was $32,~~443~~398,~~087~~097, while current liabilities were $1011,~~226~~338,~~388~~424. The Company has incurred ana ~~operating loss~~net loss of $61,~~249~~049,~~315~~707 for the ~~nine~~three months period ended ~~September~~March 3031, ~~2022~~2023, largely due the increase in operating expenses, and increase in interest ~~and penalty fees~~. During the ~~nine~~three months period ended ~~September~~March 3031, ~~2022~~2023, the Company had an accumulated deficit of $2630,~~273~~021,~~396~~119. These factors raise substantial doubt about our ability to continue as a going concern.

Changes in the composition of our Notes Payable and Notes Payable-Related Parties are presented in the table below:

As of September 30, 2022

As of Dec 31, 2021

As of March 31, 2023

As of Dec 31, 2022

$ Current

$ Long-Term

$ Current

$ Long Term

Notes Payable

~~662~~676,~~273~~829

1415,~~320~~325,~~261~~111

1469,~~089,544~~176

1314,~~552~~879,~~008~~353

Notes Payable - Related

~~425,398~~

~~42,000~~

~~662~~676,~~273~~829

1415,~~320~~325,~~261~~111

1469,~~514,942~~176

1314,~~594~~879,~~008~~353

Total Notes Payable for related and unrelated parties decreased by $126,416 from the fiscal year ended December 31, 2021, from $15,108,950 to $14,982,534 in the nine months period ended September 30, 2022.18

AsTotal ofNotes ~~September~~Payable ~~30,~~for ~~2022,~~related ~~total~~and ~~stockholders’~~unrelated ~~equity~~parties ~~deficit~~ increased toby $17653,~~333,501~~412 from ~~$14,737,757 as of December 31, 2021. Accumulated deficit increased from $21,235,728 in~~ the fiscal year ended December 31, ~~2021~~2022, from $15,348,529 to $2616,~~273~~001,~~396~~941 ~~for~~in the ~~nine~~three months period ended ~~September 30~~March 31, ~~2022~~2023.

As of ~~September~~March 3031, ~~2022~~2023, ~~the~~total ~~Company~~stockholders’ ~~had~~equity adeficit ~~cash~~increased ~~balance~~to of $~~690~~20,~~154~~898,604 ~~(i.e.~~from ~~cash~~$19,848,897 isas ~~used~~of toDecember ~~fund~~31, ~~operations)~~2022. ~~The~~Accumulated deficit ~~Company~~increased ~~does~~from ~~not~~$28,971,411 ~~believe our~~in ~~current~~the ~~cash~~fiscal ~~balances~~year ~~will~~ended beDecember ~~sufficient~~31, to2022, ~~allow us~~ to ~~fund~~$30,021,119 ~~our operating plan~~ for the ~~next~~three ~~twelve~~ months. ~~Our~~period ~~ability~~ended ~~to continue~~March ~~as a going concern is dependent on us obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital~~31, ~~we could be forced to cease operations or substantially curtail its drug development activities~~2023. These conditions raise substantial doubt as to our ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities should we be unable to continue as a going concern.

20As of March 31, 2023, the Company had a cash balance of $321,306 (i.e. cash is used to fund operations). The Company does not believe our current cash balances will be sufficient to allow us to fund our operating plan for the next twelve months. Our ability to continue as a going concern is dependent on us obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations or substantially curtail its drug development activities. These conditions raise substantial doubt as to our ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities should we be unable to continue as a going concern.

Our principal sources of liquidity in the past have been cash generated by issuing new shares of the Company’s common stock and cash generated from loans to us. In order to be able to achieve our strategic goals, we need to further expand our business and financing activities. To continue to develop our product offerings and generate sales, significant capital has been and will continue to be required. Management intends to fund future operations through additional private or public equity and/or debt offerings. We continue to engage in preliminary discussions with potential investors and broker-dealers, but no terms have been agreed upon. There can be no assurances, however, that additional funding will be available on terms acceptable to us, or at all. Any equity financing may be dilutive to existing shareholders. We do not currently have any contractual restrictions on our ability to incur debt and, accordingly we could incur significant amounts of indebtedness to finance operations. Any such indebtedness could contain covenants which would restrict our operations.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.

Based on this definition, we have identified the critical accounting policies and judgments addressed which are described in Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly Report. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required for smaller reporting companies.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 13a-15(b), we have carried out an evaluation (the “Evaluation”), under the supervision and with the participation of our management, including our Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of the design and operation of our management, and the design and operation of our disclosure controls and procedures as of March 31, ~~2020~~2023. Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Chief Executive Officer and Interim Chief Financial Officer has concluded that as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective because of the material weaknesses described below, in order to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC and is accumulated and communicated to management, including the Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure (see below for further discussion).We had neither the resources, nor the personnel, to provide an adequate control environment.

21Due to our limited resources, the following material weaknesses in our internal control over financial reporting continued to exist on March 31, 2023:

Due to our limited resources, the following material weaknesses in our internal control over financial reporting continued to exist on September 30, 2022:

	●	we do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

	●	we do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our limited size and early-stage nature of operations, segregation of all conflicting duties may not always be possible and may not be economically feasible; however, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals;

	●	we do not have an independent audit committee of our Board of Directors;

	●	insufficient monitoring and review controls over the financial reporting closing process, including the lack of individuals with current knowledge of GAAP that led to the restatement of our previously issued financial statements; and

We believe that these material weaknesses primarily related, in part, to our lack of sufficient staff with appropriate training in GAAP and SEC rules and regulations with respect to financial reporting functions, and the lack of robust accounting systems, as well as the lack of sufficient resources to hire such staff and implement these accounting systems.

If and when our financial resources allow, we plan to take a number of actions to correct these material weaknesses including, but not limited to, establishing an audit committee of our Board of Directors comprised of three independent directors, hiring a full-time Chief Financial Officer, adding experienced accounting and financial personnel and retaining third-party consultants to review our internal controls and recommend improvements.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control Over Financial Reporting

There were no material changes in our internal control over financial reporting (as defined in Rule 13a- 15(f) under the Exchange Act) that occurred as of ~~September~~March 3031, ~~2022~~2023, that have materially affected, or are reasonably likely to materially affect, our internal control ~~over~~ over financial reporting.

CEO and CFO Certifications

Exhibits 31.1 and 31.2 to this Quarterly Report are the Certifications of the Chief Executive Officer and the Interim Chief Financial Officer, respectively. These Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act (the “Section 302 Certifications”). This Item 4 of this Quarterly Report, which you are currently reading, is the information concerning the Evaluation referred to above and in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

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PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

~~There~~From ~~are~~time noto ~~legal~~time, ~~proceedings~~the ~~that~~Company ~~have~~may ~~occurred~~become ~~within~~involved ~~the~~in ~~past~~various ~~ten~~lawsuits ~~years~~and ~~concerning~~legal ~~our~~proceedings ~~directors~~which orarise ~~officers~~in ~~which~~the ~~involved~~ordinary acourse ~~criminal~~of business. ~~conviction~~However, alitigation ~~criminal~~is ~~proceeding~~subject to inherent uncertainties, and an ~~administrative~~adverse orresult ~~civil~~in ~~proceeding~~these ~~limiting~~or ~~one’s~~other ~~participation~~matters inmay ~~the~~have, ~~securities~~individually or ~~banking~~in ~~industries~~the aggregate, a material adverse effect on our business, financial condition or aoperating ~~finding~~results. The Company is currently not aware of ~~securities~~any orpending ~~commodities~~legal ~~law~~proceedings, ~~violations~~other than as set forth below.

~~From~~Mountain ~~time~~Meadow toMushroom ~~time~~Farms, weInc. ~~may~~v. ~~become~~Pacific ~~involved~~Ventures inGroup, ~~various~~Inc., ~~lawsuits~~Royalty ~~and~~Foods ~~legal~~Partners, ~~proceedings~~LLC, ~~which~~et ~~arise~~al. inIn ~~the~~this ~~ordinary~~case ~~course~~filed ofon ~~business.~~November 23, ~~However~~2020, ~~litigation~~ isin ~~subject~~San toDiego ~~inherent~~Superior ~~uncertainties,~~Court ~~and~~(Case anNo. ~~adverse~~37-2020-00042757-CU-CL-CTL), ~~result~~the inplaintiff ~~these~~sought oran ~~other~~award ~~matters~~of ~~may~~damages ~~have, individually or~~ in the ~~aggregate~~sum of $41,168. aThe ~~material~~parties ~~adverse~~entered ~~effect~~into ona ~~our~~settlement ~~business~~agreement, ~~financial~~wherein ~~condition~~the orCompany ~~operating~~agreed ~~results.~~to ~~The~~pay ~~company~~the issum ~~not~~of ~~aware~~$29,000 ofover ~~any~~a ~~other~~period ~~material~~of ~~legal~~approximately ~~proceedings~~30 ~~except~~months. ~~what~~The Company is ~~listed~~current ~~below~~in its payment obligations.

OnSeaport orGroup ~~about~~Enterprises, ~~November~~Inc. 23v. Mousa Rahib dba Canada Steak. In this case filed on May 26, ~~2020~~2022, in ~~action in~~ San Diego ~~Supreme~~Superior Court ~~was~~(Case No. ~~filed~~37-2022-00020174-CL-BC-CTL), ~~against~~the ~~San~~Company ~~Diego~~seeks ~~Farmers~~damages ~~Outlet~~of ~~and~~$2,700 ~~Pacific~~in ~~Ventures~~connection ~~Group.~~with the defendant’s failure to pay invoices for products delivered. The ~~plaintiff~~Company ~~was~~has ~~awarded~~filed a Request for Entry of ~~damages~~Default inagainst the ~~sum~~defendant, ofwhich ~~$29,000~~pleading remains under consideration by the court.~~00.~~ The Company is ~~making~~unable ~~monthly~~to ~~payments~~predict in the ~~amount~~resolution of ~~$1583~~this case.~~33.~~

~~The~~TraDigital ~~Company~~Marketing ~~went~~Group, toInc. -vs- Pacific Ventures Group, Inc. In this arbitration ~~with~~case ~~Tradigital~~filed vson ~~PACV~~June ~~for~~10, a2022. ~~dispute~~The arbitrator entered an award in favor of aTraDigital ~~service~~Marketing ~~agreement.~~in ~~Tradigital~~the ~~was~~amount ~~awarded~~of $54,~~000~~864.40, Wewhich ~~are~~is ~~still in~~to ~~negotiations~~be onpaid aby ~~monthly~~the Company over ten months. The Company is current in its payment ~~schedule~~ obligations.

The Company has one open labor disputes currently pending with David Washington. The Company is unable to estimate the likelihood of an unfavorable outcome in the case or estimate the amount owed range of potential loss at this time.

Rudy Peraya had a labor dispute with Seaport Meat Company and it has been settled .

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, the Company issued ~~299,331,883~~0 shares of its common stock for conversion of notes in transaction ~~exempt~~ exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

ITEM 3. Defaults Upon Senior Securities

None

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information.

None.

2321

ITEM 6. Exhibits

Exhibit Number		Description

2.1		Share Exchange Agreement, dated August 14, 2015, by and among the Company, Snöbar Holdings, Inc., and certain shareholders of Snöbar Holdings, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on August 14, 2015).

2.2		Amendment No. 1 to Share Exchange Agreement, dated August 21, 2015, by and among the Company, Snöbar Holdings, Inc., and certain shareholders of Snöbar Holdings, Inc. (Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K, as filed with the SEC on September 25, 2015).

3.1		Fourth Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on November 16, 2017).

3.2		By-laws of the Company (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A, as filed with the SEC on June 14, 2017).

3.3		Amendment No. 1 to the Bylaws of the Company (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1/A, as filed with the SEC on June 14, 2017).

10.1		Co-Packaging Letter Agreement dated April 24, 2013, by and between International Production Impex Corporation and Brothers International Desserts, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on September 25, 2015).

10.2		Distribution Agreement, dated March 16, 2015, between International Production Impex Corporation and Spectrum Entertainment & Events LLC (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the SEC on September 25, 2015).

10.3		Distribution Agreement, dated June 5, 2015, between International Production Impex Corporation and Eddie Holman (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, as filed with the SEC on September 25, 2015).

10.4		Exclusive Distribution Agreement, dated February 3, 2015, between International Production Impex Corporation and Yes Consolidated, LLC (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, as filed with the SEC on September 25, 2015).

10.5		Distribution Agreement, dated May 1, 2015, between International Production Impex Corporation and Dejako Trading Company (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, as filed with the SEC on September 25, 2015).

10.6		Form of Lock-Up/Leak-Out Agreement between the Company and certain Snöbar Shareholders party thereto (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, as filed with the SEC on September 25, 2015).

10.7		Anti-Dilution Agreement, dated September 25, 2015, among the Company and Brett Bertolami and Danzig Ltd. (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report Form on Form 8-K, as filed with the SEC on September 25, 2015).

10.8		Piggyback Registration Rights Agreement, dated September 25, 2015, by and among the Company, Snöbar Shareholders and other persons thereto (Incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K, Amendment No. 1, as filed with the SEC on October 16, 2017).

2422

10.9		Trust Agreement, dated June 1, 2013 by and between Snobar Holding, Inc. and Azizollah Masjedi(Incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K, Amendment No. 1, as filed with the SEC on October 16, 2017).
10.10		Form of Promissory Note by and between the Company and certain related parties (Incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K/A, as filed with the SEC on October 16, 2017).
10.11		SEAPORT amended APA (Incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2019).
10.12		SEAPORT Asset Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2019).
10.13		Exchange IB Obligations Membership Interests in Seaport (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2019).
10.14		Pledge Irrevocable Proxy (TCA Royalty Foods I, LLC) (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2019).
10.15		Pledge Irrevocable Proxy (Seaport Group Enterprises LLC) (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2019).
10.16		Pledge and Escrow Agreement (Pacific - TCA) (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2019).
10.17		Pledge and Escrow Agreement (Pacific - Seaport) (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2019).
10.18		Pacific Ventures Group - Security Agreement (Issuer) (Incorporated by reference to Exhibit 10 .7 to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2019).
10.19		Pacific Ventures Group - Security Agreement (Guarantors) (Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2019).
10.20		Pacific Ventures Group - Corporate Guaranty (Masjedi) (Incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2019).
10.21		Pacific Ventures Group - Corporate Guaranty (Guarantors) (Incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2019).
10.22		Debenture (Working Capital) TCA ICAV Pacific Venture Group (Incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2019).
10.23		Debenture (Purchase Price) TCA ICAV Pacific Venture Group (Incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2019).
10.24		Securities Purchase Agreement TCA special Situations Pacific Ventures (Incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2019).
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1**		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1**		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*		Filed herewith.
**		Furnished herewith.

2523

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 thereunto duly authorized.

	PACIFIC VENTURES GROUP, INC.
Date: November 21, 2022	By:	/s/ Shannon Masjedi
Date: June 21, 2023	By:	/s/ Shannon Masjedi
		Shannon Masjedi
		President, Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

2624

Filing Compare · Pacific Ventures Group, Inc.