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CORRESP
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filename1.htm

January
24, 2020

Division
of Corporation Finance

US
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:

    Pacific
    Ventures Group, Inc.

    Form
    10-K for the Year Ended December 31, 2018

    Form
    8-K Filed August 21, 2019

    File
    No. 000-54584

Ladies
and Gentleman:

The
Company is in receipt of the Commission’s letter dated December 23, 2019. The Company intends to make the following additional
disclosures pursuant to the comments of the staff of the Division of Corporation Finance (the “Staff”) contained in
the letter. We have included a narrative response herein keyed to the comments set forth in the Staff’s comment letter.

Part
1

Item
1. Business, page 1

    1.
    Your
    SDFO acquisition in May 2018 appears material to your company. Please disclose the significant terms of the acquisition including
    the purchase price, the assets and liabilities acquired and your accounting for the acquisition. Refer to ASC 805-10-50.

Response:

The
Company will add the following disclosure to Item 1:

On
May 1, 2018, Royalty Foods Partners, LLC – a Florida Limited Liability Corporation and a subsidiary of Pacific Ventures
Group, Inc. – completed an asset acquisition of San Diego Farmers Outlet, Inc. (SDFO), a California Corporation. The Company
is the managing member and owner of 80,000 of the Class B Units of membership of Royalty Partners, and TCA Global Credit Master
Fund, LP (“TCA”) owns 19,000 of the Class B Units and 1,000 Class A Units.

San
Diego Farmers Outlet was started in over thirty-five years ago to provide primarily restaurants customers in southern California’s
three largest counties with quality food and produce and does business under the names of Farmers Outlet and San Diego Farmers
Outlet.

The
assets purchased include an operating grocery business, including inventory, fixtures and several trucks. There were no material
relationships between San Diego Farmers Outlet and its affiliates other than in respect to the transaction. San Diego Farmers
Outlet received $1,120,000 (including $70,000 as adjusted for inventory) in cash at closing. The Company and Royalty Partners
(collectively, the (“Borrower”) borrowed the funds paid to complete the Asset Purchase from TCA, pursuant to a Senior
Secured Facility Agreement (collectively, with ancillary agreements, the “Loan Agreement”) by and among TCA as lender
and the Company and Royalty Partners as borrowers, which Loan closed simultaneously with the Closing and completion of the Asset
Purchase as described above.

The
Company and Royalty Partners entered into and closed the Loan Agreement on April 30, 2018, whereby TCA provided $1,120,000 cash
to the Borrowers to fund and close the Asset Purchase. The amount of the initial loan (“Initial Loan”) to the Borrowers
was $1,750,000, as evidenced by a Promissory Note (the “Note”) attached to the Loan Agreement, and the Initial Loan
matures February 2020. Monthly payments of $24,000 commence on June 2018. Payment on the Loan is secured by various pledge and
guaranty agreements of all of the assets of the Company’s subsidiaries, and the shares owned by the Company’s Chief
Executive Officer, in favor of TCA in event of the Borrower’s default of any its obligations under the Loan Agreement. The
entire amount of the unpaid portion of the Initial Loan is due and payable upon default.

Audit
Report, page F-1

    2.
    We
    note that you have included management´s report on internal control over financial reporting on pages 19 and 20. Given
    that your auditor was not engaged to perform an audit of management´s assessment of the effectiveness of internal control
    over financial reporting, please make arrangements with your auditor to have them revise their audit report to include the
    language set forth in AU 3105.59 and 3105.60. The revised audit report should be included in an amendment to the Form 10-K.
    We remind you that your amended filing should include updated certifications that are currently dated and make reference to
    the Form 10-K/A.

Response:

The
Company will revise its 10-K to include currently dated certifications making reference to the Form 10-K/A and the Company will
include a revised audit report from its auditor that includes the language set forth in AU 3105.59 and 3105.60.

2.
Summary of Significant Accounting Policies

Revenue
Recognition, page F-7

    3.
    You
    disclose that sales revenues are generally recognized in accordance with the SAB 104 Public Company guidance. Please tell
    us why you have not adopted ASC 606 which became effective for all public companies for annual reporting periods (including
    interim periods therein) beginning after December 15, 2017.

Response:

The
Company has adopted ASC 606 and will include the adoption the Company’s discussion of critical accounting policies under
Item 7 of its amended Form 10-K. However, for the prior fiscal year the Company did not believe that its revenue recognition would
have been affected by ASC 606. It is not the case in the Company’s course of business that the contract criteria of ASC
606 are met. The Company only derecognizes the liability and recognizes revenue when the amounts paid by the customer are nonrefundable
and one of the following is true:

    ●
    The entity has no remaining
    performance obligations and it has received all, or substantially all, of the amounts promised by the customer.

    ●
    The contract has been terminated.

    ●
    The entity has: (a) transferred control of the
    goods or services to which the nonrefundable consideration relates and (b) stopped transferring additional goods or services
    to the customer and is under no obligation to transfer any additional goods or services.

These
are the only three circumstances under which revenue is recognized when the contract existence criteria are not met.

Exhibits
31.1 and 31.2, page 1

    4.
    The
    officer certifications do not include the introductory language in paragraph 4 referring to your internal control over financial
    reporting. Please file an amendment to your Form 10-K to include the correct certifications, full Item 9A disclosure and your
    audited financial statements. Refer to Item 601 (b)(31) of Regulation S-K. The same comment applies to your Forms 10-Q filed
    during 2019.

Response:

The
Company’s Form 10-K and 2019 filings of Form 10-Q will be amended to include the introductory language in paragraph 4 as
follows:

“The
registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:”

Form
8-K Filed August 21, 2019

Exhibit
99.1

    5.
    We
    note from your Form 8-K filed on August 21, 2019 that you signed an Asset Purchase agreement to acquire a distribution company
    which has current annual revenues in excess of $30 million. In light of this probable and material acquisition, please revise
    this filing to address the following:

    ●
    Disclose the material terms
    of the acquisition and the expected completion date;

    ●
    Include audited
    financial statements of this distribution company as well as pro forma financial statements reflecting the planned transaction
    as required by Rules 8-04 and 8-05 of Regulation S-X; and

    ●
    File the definitive Asset Purchase agreement
    as exhibit to your filing.

Response:

The
Asset Purchase Agreement and documents related to the acquisition referenced in Item 7.01 of the Company’s Form 8-K dated
August 21, 2019, were included on the Form 8-K filed by the Company on December 20, 2019. The Company intends to provide the audited
financial statements of the Company as well as pro forma financial statements as an amendment to the December 20, 2019 8-K.

The
Company expects to file its amended 10-K and quarterly reports on Form 10-Q by Tuesday, January 28, 2020. Should the Staff have
any further or questions or comments please contact the understand or Company counsel, Jonathan Leinwand, Esq. at 954-903-7856.

Very
Truly Yours,

    PACIFIC VENTURES GROUP INC

    By:
    /s/
Shannon Masjedi

    Shannon Masjedi, CEO