Entry into a Material Definitive

On July 12, 2017 (the "Closing Date"), Pacific Ventures Group, Inc., a Delaware corporation (the "Company"), entered into a Convertible Promissory Note (the "Convertible Note") with JSJ Investments Inc. (the "Investor") for total gross proceeds of $75,000. The Convertible Note is convertible at any time after the Closing Date, bears interest at 12% and matures on April 12, 2018. The net proceeds of this offering were used for general working capital. The Convertible Note contains certain customary representations, warranties and covenants.

All of the securities issued in connection with this private placement are "restricted securities," and as such are subject to all applicable restrictions on transfer specified by federal and state securities laws.

All of the foregoing securities were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 of Regulation D promulgated thereunder and involved transactions by an issuer not involving any public offering. This Current Report on Form 8-K (this "Current Report") does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02.

- 2 -


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



Shannon Masjedi

Name: Shannon Masjedi

Dated: February 5, 2018

Title: President, Chief Executive Officer and Interim Chief Financial Officer

- 3 -

makes a similar move, sign up!

Other recent filings from the company include the following:

Other preliminary information statements - Nov. 13, 2018
Pacific Ventures Group, Inc. Just Filed Its Quarterly Report: Net Income/(Loss) Pe... - Nov. 1, 2018

Auto Refresh