SEC Comment Letter for Pacific Ventures Group, Inc. (PACV) (CIK 0000882800) — Jun 16, 2021
Pacific Ventures Group, Inc. (PACV) (CIK 0000882800)
Date: June 16, 2021 · CIK: 0000882800 · Accession: 0000000000-21-007428
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File numbers found in text: 333-253846
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United States securities and exchange commission logo
June 16, 2021
Shannon Masjedi
Chief Executive Officer
Pacific Ventures Group, Inc.
117 West 9th Street, Suite 316
Los Angeles, California 90015
Re:Pacific Ventures Group, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed June 10, 2021
File No. 333-253846
Dear Ms. Masjedi:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1
Exhibits
1.Please file the Securities Purchase Agreement and the Convertible Promissory Note
related to the Tysadco Financing as exhibits to your registration statement.
2.Please have counsel revise the opinion to include the number of shares offered in your
primary offering. Please also have counsel opine on the resale shares being offered by
your Selling Security Holder.
General
3.In your next amendment please include the number of shares being offered and the
fixed price for the shares. Please also include the fixed price for the shares being offered
FirstName LastNameShannon Masjedi
Comapany NamePacific Ventures Group, Inc.
June 16, 2021 Page 2
FirstName LastName
Shannon Masjedi
Pacific Ventures Group, Inc.
June 16, 2021
Page 2
by your Selling Security Holder.
Please contact Asia Timmons-Pierce at 202-551-3754 or Jay Ingram at 202-551-3397
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing