UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q/A



(Mark
One)



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



For
the quarterly period ended September 30, 2019



[  ]
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 ofincorporation
    or organization) |  | (I.R.S.
    EmployerIdentification
    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 [X] 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 [X] 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 [X]
|(Do
    not check if 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 [X]



As
of September 30, 2019, there were 477,226,000 shares of the registrant’s common stock, $0.001 par value per share, issued
and outstanding.




















EXPLANATORY
NOTE



Pacific
Ventures Group Inc. (the “Company”) is amending this Quarterly Report on Form 10-Q solely for the purpose of correcting
Exhibits 31.1 and 31.2 which inadvertently did not include the entirely of the introductory sentence of paragraph 4 thereof.



We
have made no attempt in this Quarterly Report on Form 10-Q/A to modify or update the disclosures presented in the Original Report
other than as noted in the previous paragraph. Except as noted above, this Quarterly Report on Form 10-Q/A does not reflect events
occurring after the filing of the Original Report. Accordingly, this Quarterly Report on Form 10-Q/A should be read in conjunction
with the Original Report, and the Company’s other filings with the Securities and Exchange Commission (“SEC”)
subsequent to the filing of the Original Report, including any amendments thereto.





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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 June 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).                           
|        |  |                                                                                                                                                                                                                                                                                                                           
|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).                                                                                                     





3







|Exhibit |  |                                                                                                                                                                                                             
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                             
|10.11   |  | Form of Pacific Ventures Group, Inc. Nonqualified Stock Option Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, as filed with the SEC on November 8, 2017).
|        |  |                                                                                                                                                                                                             
|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.                      



|*  | Filed herewith.    
|-- | -------------------
|** | Furnished herewith.







4







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:
    January 30, 2020 | By:                             
|                           |                                 
|                           |                                 



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