UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

June 30, 2018

or

[  ]

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

For the transition period from

to

Commission File Number

000-54948

West Coast Ventures Group Corp.

(Exact name of registrant as specified in its charter)

Nevada

99-0377575

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

15400 W 64th Ave, Unit E1A, Arvada, Colorado

80007

(Address of principal executive offices)

(Zip Code)

(303) 423-1300

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 preceding 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.

[X]

YES

[  ]

NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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).

[ X ]

YES

[  ]

NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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

[  ]

(Do not check if a smaller reporting company)

Smaller reporting company

[X]

Emerging growth company

[X]

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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

[X]

NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[  ]	YES	[  ]	NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
14,967,259 common shares issued and outstanding as of August 17, 2018

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FORM 10-Q

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements:	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4
Item 4.	Controls and Procedures	5
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	6
Item 1A.	Risk Factors	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3.	Defaults Upon Senior Securities	6
Item 4.	Mine Safety Disclosures	6
Item 5.	Other Information	6
Item 6.	Exhibits	7
SIGNATURES		8

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PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets F-2 Condensed Consolidated Statements of Operations F-3 Condensed Consolidated Statement of Stockholders’ Deficit F-4 Condensed Consolidated Statements of Cash Flows F-5 Notes to Condensed Consolidated Financial Statements F-6

F-1

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WEST COAST VENTURES GROUP CORP.

Condensed Consolidated Balance Sheets

ASSETS	June 30, 2018		December 31, 2017
CURRENT ASSETS	(unaudited)
Cash	$ -		$ -
Receivables	31,668		32,020
Inventory	16,844		17,163
Prepaid expenses	18,245		18,245
Assets of discontinued operations	2,461		2,461
Total current assets	69,218		69,889
FIXED ASSETS
Equipment	237,973		235,738
Leasehold improvements	205,146		172,587
Total fixed assets	443,119		408,325
Less: accumulated depreciation	(202,124)		(171,267)
Net total fixed assets	240,995		237,058
OTHER ASSETS
Deposits and other assets	29,347		29,347
Intangible assets, net	108,830		121,760
Total other assets	138,177		151,107
Total Assets	$ 448,390		$ 458,054
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$ 156,748		$ 128,312
Accrued expenses	604,194		433,534
Deferred rent	51,822		50,688
Stockholder loan	97,390		90,675
Notes payable to third parties	648,310		661,858
Convertible notes payable to third parties, net of discounts	280,478		45,231
Fair value of derivative liabilities	791,226		251,438
Liabilities of discontinued operations	481,558		481,558
Total current liabilities	3,111,726		2,143,294
Total Liabilities	3,111,726		2,143,294
STOCKHOLDERS’ DEFICIT
Series A Preferred stock, $0.001 par value, 10,000,000 shares authorized,      500,000 and 0 shares issued and outstanding	500		500
Common stock, $0.001 par value, authorized 250,000,000 shares; 14,203,054        and 30,556,544 shares issued and outstanding	14,203		30,557
Additional paid-in capital	864,370		189,029
Accumulated deficit	(3,542,409)		(1,905,326)
Total Stockholders’ deficit	(2,663,336)		(1,685,240)
Total Liabilities and Stockholders’ Deficit	$ 448,390		$ 458,054

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

F-2

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WEST COAST VENTURES GROUP CORP.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months ended June 30,				Six months ended June 30,
	2018		2017		2018		2017
REVENUES
Restaurant revenue, net of discounts	$ 746,327		$ 736,047		$ 1,437,086		$ 1,366,879
COST AND EXPENSES
Restaurant operating costs:
Cost of sales - food and beverage	231,178		308,012		464,823		495,180
Wages and payroll taxes	243,781		203,322		455,105		381,039
Occupancy	125,665		142,978		250,065		259,541
Other restaurant costs	99,736		61,596		186,942		111,855
Depreciation and amortization	22,196		14,210		43,787		29,173
General and administrative expenses	276,709		120,886		552,281		228,671
Total costs and expenses	999,265		851,004		1,953,003		1,505,459
Loss from operations	(252,938)		(114,957)		(515,917)		(138,580)
Other expenses
Initial and change in fair value of         derivative	520,145		-    -		631,949		-
Interest expense	165,901		9,011		489,217		73,801
Total other expenses	686,046		9,011		1,121,166		73,801
Loss before income taxes	(938,984)		(123,968)		(1,637,083)		(212,381)
Provision for income taxes	-		-		-		-
Net loss	$ (938,984)		$ (123,968)		$ (1,637,083)		$ (212,381)
Basic and diluted net loss per share	$ (0.05)		$ (0.01)		$ (0.07)		$ (0.02)
Weighted average shares outstanding	19,248,054		15,148,082		25,144,510		15,118,478

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

F-3

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WEST COAST VENTURES GROUP CORP.

 Condensed Consolidated Statement of Stockholders’ Deficit

(Unaudited)

	Number of Shares				Par Value				Additional Paid-in		Accumulated		Total Stockholders’
	Common		Preferred		Common		Preferred		Capital		Deficit		Deficit
BALANCE, January 1, 2018	30,556,544		500,000		$ 30,557		$ 500		$ 189,029		$ (1,905,326)		$ (1,685,240)
Shares issued as debt inducement	340,000		-		340		-		84,660		-		85,000
Shares issued upon conversion of     convertible debt	4,505,612		-		4,505		-		478,364		-		482,869
Shares issued upon exercise of     warrant	50,898		-		51		-		9,467		-		9,518
Shares issued for services	750,000		-		750		-		80,850		-		81,600
Shares contributed and cancelled	(22,000,000)		-		(22,000)		-		22,000		-		-
Net loss	-		-		-		-		-		(1,637,083)		(1,637,083)
BALANCE, June 30, 2018	14,203,054		500,000		$ 14,203		$ 500		$ 864,370		$ (3,542,409)		$ (2,663,336)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

F-4

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WEST COAST VENTURES GROUP CORP.

Condensed Consolidated Statements of Cash Flows

Six months ended June 30,

(Unaudited)

 

	2018		2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,637,083)		$ (212,381)
Adjustments to reconcile net loss to net cash used in operating activities:
Share based compensation for services	81,600		-
Depreciation and amortization	43,787		29,173
Amortization of debt discounts	401,570		-
Initial and change in fair value of derivative	631,949		-
Changes in operating assets:
Decrease increase in receivables	352		-
Decrease (increase) in inventory	319		(1,091)
Increase in prepaid expenses	-		(450)
Increase in deposits and other assets	-		(4,880)
Changes in operating liabilities:
Increase in accounts payable	28,436		61,425
Increase in accrued expenses	170,659		49,090
Increase in deferred rent	1,134		2,356
Net cash used in operating activities	(277,277)		(76,758)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(34,794)		(13,801)
Net cash used in investing activities	(34,794)		(13,801)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock for cash	-		50,000
Proceeds from issuance of convertible notes payable for cash	280,000		30,000
Proceeds from stockholder loan payable	15,900		55,089
Payments on stockholder loan payable	(9,185)		-
Proceeds from bank overdraft liability	40,671		-
Proceeds from third party notes payable	21,300		46,082
Payments on third party notes payable	(36,615)		(163,397)
Net cash provided in financing activities	312,071		17,774
Net change in cash	-		(72,785)
CASH, beginning of period	-		76,487
CASH, end of period	$ -		$ 3,702
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$ 22,351		$ 31,058
Cash paid for income taxes	$ -		$ -
Non-Cash Financing Activities:
Issuance of common stock as debt inducement	$ 85,000		$ -
Issuance of common stock upon conversion of debt	$ 482,870		$ -

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

F-5

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WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(1) NATURE OF OPERATIONS

West Coast Ventures Group Corp. (“our”, “us”, “we”, “WCVC” or the “Company”) was originally incorporated as Energizer Tennis, Corp. on June 16, 2011 in the State of Nevada. On October 4, 2017, effective for accounting purposes on June 30, 2017, WCVC entered into an agreement to acquire Nixon Restaurant Group, Inc. in a transaction accounted for as a reverse acquisition.  Nixon Restaurant Group, Inc. (“NRG”) was formed on October 12, 2015, under the laws of the State of Florida.  On October 19, 2015, NRG issued 20 million shares of common stock to acquire 100% of the ownership interests in J&F Restaurants, LLC, Illegal Burger, LLC and Illegal Burger Writer Square LLC, Colorado Limited Liability Companies, under common ownership. The transaction was accounted for as a corporate reorganization between entities under common control. These consolidated financial statements reflect the reorganized capital structure retrospectively for all periods presented.

The Company operates 5 restaurants in the Denver, Colorado metro area. El Senor Sol - Evergreen is a Mexican restaurant which has been in operation for in excess of 5 (five) full years. The Company opened the first Illegal Burger restaurant in August 2013. It is co-located with the El Senor Sol restaurant. The second Illegal Burger was opened in Arvada in April 2014. The third Illegal Burger is located in Writer Square in downtown Denver and opened in late January 2016. The fourth Illegal Burger is located in the Capital Hill area of Denver and opened in late June 2016.

The Company plans to continue opening Illegal Burger restaurants, a quick casual high end restaurant with full liquor licenses. The Company expects to locate in other areas of the country over time.

The accompanying condensed consolidated financial statements include the activities of Nixon Restaurant Group, Inc., J&F Restaurant, LLC (El Senor and Illegal Burger Evergreen), Illegal Burger, LLC (Arvada), Illegal Burger Writer Square, LLC and Illegal Burger Capital Hill, LLC, its wholly owned subsidiaries.

(2) BASIS OF PRESENTATION AND USE OF ESTIMATES

a) Basis of Presentation

The comparative amounts presented in these condensed consolidated financial statements are the historical results of West Coast Ventures Group, Corp. inclusive of its wholly owned subsidiaries Nixon Restaurant Group, Inc.; J&F Restaurant, LLC; Illegal Burger, LLC; Illegal Burger Writer Square, LLC and Illegal Burger Capitol Hill, LLC. The Company has reflected the pre-acquisition results on a consolidated basis for all periods presented. All intercompany balances and transactions have been eliminated in consolidation

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America ("U.S.") as promulgated by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In our opinion, the accompanying unaudited interim financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying condensed consolidated financial statements involved the valuation of share-based compensation and inputs used in the valuation of beneficial conversion feature derivatives associated with convertible notes.

F-6

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WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued

c) Property and Equipment

All property and equipment are recorded at cost and depreciated over their estimated useful lives, generally three, five or seven years, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.

d) Pre-opening Expenses

The Company accumulates the non-capitalizable expenses, such as rent, staffing and training, prior to opening a new location and reports them on a separate line item in the Consolidated Statement of Operations such that these costs do not skew results from ongoing restaurant operations. In the month in which a new location opens all ongoing expenses are then included with ongoing restaurant operations.

e) Rent

The Company’s leases generally contain escalating rent payments over the lease term as well as optional renewal periods. The Company accounts for its leases by recognizing rent expense on a straight-line basis over the lease term, which includes reasonably assured renewal periods. The lease term begins when the Company has the right to control the use of the property, which is typically before rent payments are due under the lease agreement. The difference between the rent expense and rent paid is recorded as deferred rent in the consolidated balance sheet. Rent expense for the period prior to the restaurant opening is expensed in pre-opening costs.

f) Net Loss Per Share

Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period.  Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company.  Diluted loss per share is computed by dividing the loss available to stockholders  by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. There were no dilutive common stock equivalents for the periods ended June 30, 2018 and 2017.

g) Income Taxes

The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying condensed consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

The tax years 2017, 2016, 2015 and 2014 for the Company remain open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years.

F-7

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WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued

h) Cash and Cash Equivalents

The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. We had no financial instruments that qualified as cash equivalents at June 30, 2018 and December 31, 2017.

i) Financial Instruments and Fair Value Measurements

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

ASC 825 also requires disclosures of the fair value of financial instruments. The carrying value of the Company’s current financial instruments, which include cash and cash equivalents, accounts payable and accrued liabilities approximates their fair values because of the short-term maturities of these instruments.

FASB ASC 820 “Fair Value Measurement” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at June 30, 2018 and December 31, 2017, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):

	June 30, 2018			December 31, 2017
Level 3 - Embedded Derivative Liability	$	791,226		$	251,438

Changes in Level 3 assets measured at fair value for the six months ended June 30, 2018 were as follows:

Balance, December 31, 2017	$	251,438
Portion of initial valuation recorded as debt discount		704,161
Reduction upon conversion or settlement		(398,161)
Change in fair value of derivative		233,788
Balance, June 30, 2018	$	791,226

F-8

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WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued

j) Derivatives

The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion, payment or exercise of a convertible note containing an embedded derivative instrument, the instrument is marked to fair value at the conversion date and the debt and derivative are removed from the balance sheet, The shares issued upon conversion of the note are recorded at their fair value.

Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date.

k) Impairment of Long-Lived Assets

A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value.

l) Related Party Transactions

All transactions with related parties are in the normal course of operations and are measured at the exchange amount

m) Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, “Leases” which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The ASU is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of ASU 2016-02 is expected to result in the recognition of right to use assets and associated obligations on the Company’s balance sheet.

n) Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, effective for public business entities with annual reporting periods beginning after December 15, 2017.  This new revenue recognition standard (new guidance) has a five step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The impact of the Company’s initial application of ASC 606 did not have a material impact on its financial statements and disclosures.

The Company’s financial statements are prepared under the accrual method of accounting. Revenues are recognized when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. This occurs only when the product is ordered and subsequently delivered.

F-9

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WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued

o) Inventories

Inventories consist of food, beverages, and supplies valued at the lower of cost (first-in, first-out method) or market.

(3) LIQUIDITY AND GOING CONCERN CONSIDERATIONS

Our condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained a net loss of approximately $1.6 million for the six months ended June 30, 2018 and have an accumulated deficit of approximately $3.5 million and a negative working capital of approximately $3.0 million at June 30, 2018, inclusive of indebtedness. These conditions raise substantial doubt about our ability to continue as a going concern.

Failure to successfully continue to grow restaurant operation revenues could harm our profitability and materially adversely affect our financial condition and results of operations. We face all of the risks inherent in a new business, including the need for significant additional capital, management’s potential underestimation of initial and ongoing costs, and potential delays and other problems in connection with establishing and opening restaurant operations.

We are continuing our plan to further grow and expand restaurant operations and seek sources of capital to pay our contractual obligations as they come due. Management believes that its current operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing; however, there is no assurance this will occur. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

The independent auditors’ report on our consolidated financial statements for the years ended December 31, 2017 contained an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern.

(4) FIXED ASSETS

Fixed assets consisted of the following:

		June 30, 2018		December 31, 2017
Beginning balance		$ 408,325		$ 408,325
Additions: Equipment		34,794		-
Depreciation		(202,124)		(171,267)
Ending Balance		$ 240,995		$ 237,058

Depreciation expense was $30,857 and $28,743 for the six months ended June 30, 2018 and 2017, respectively.

F-10

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WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(5) INTANGIBLE ASSETS

In March 2015, as part of the acquisition of the Writer Square downtown location, the Company purchased the rights to negotiate a lease from the landlord for $125,000 in cash. The Company is amortizing this value over the remaining term of the lease.

In March 2016, as part of the acquisition of the Capital Hill location, the Company purchased the existing liquor license for $4,300 in cash. The Company is amortizing this value of the remaining term of the lease.

Amortization expense was $12,930 and $430 for the six months ended June 30, 2018 and 2017, respectively.

(6) NET ACQUIRED LIABILITIES OF DISCONTINUED OPERATIONS

As a result of the reverse acquisition on October 4, 2017, we acquired approximately $0.5 million of liabilities, net of assets, of the former operations of West Coast Ventures Group Corp. (which have been discontinued). During 2017 we issued 3,000,000 shares of our common stock to extinguish $30,000 of indebtedness. We are evaluating the means to relieve the Company of these liabilities.

(7) SHORT-TERM BANK REVOLVING LINES OF CREDIT

In 2016 the Company, through three wholly-owned subsidiaries of a wholly owned subsidiary, opened three short term revolving lines of credit with its bank to be utilized as overdraft protection and to cover short-term cash shortfalls. These lines were entered into by J&F Restaurants, LLC, with the two separate lines being tied to the bank accounts of El Senor Sol - Evergreen and Illegal Burger - Evergreen, and Illegal Burger, LLC - Arvada.  In February 2017 the principal stockholder converted these lines to a personal line of credit collateralized as an equity line on his personal residence. The lines carried a variable interest rate of Wall Street Prime Index Rate plus 2.00%, which was 5.5% at December 31, 2016, and maturity in March 2021. At June 30, 2018 and December 31, 2017, the balances of each of these lines were $0.

(8) STOCKHOLDER LOAN

The principal stockholder of the Company has loaned the Company funds at various times on an undocumented loan basis with no stated interest rate. These loans were made principally to complete the conversion of the Illegal Burger - Arvada (2014) and Illegal Burger - Writer Square (2015 and 2016) and Illegal Burger Capitol Hill (2016) locations. This stockholder loan balance was $97,390 and $90,675 at June 30, 2018 and December 31, 2017, respectively. In February 2017 the principal stockholder converted the three short-term bank revolving line of credits to a personal line of credit collateralized as an equity line on his personal residence.

F-11

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WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(9) NOTES PAYABLE TO THIRD PARTIES

a) Future Receivables Sale Agreements

The Company, through J&F Restaurants, LLC, Illegal Burger, LLC, Illegal Burger Writer Square, LLC and Illegal Burger Capitol Hill, LLC, entered into several agreements to obtain advances against future restaurant credit/debit card sales. The agreements provide for funding of various percentages of future qualified credit/debit merchant card receivables. At June 30, 2018 and December 31, 2017, the total payable balances exclusive of interest under these factoring agreements were $150,264 and $183,270, respectively.

During the first quarter 2018, we negotiated settlement agreements with two of these lenders to pay off the balances owed at the rate of $8,000 per month over two years and $4,000 per month over one year.

b) One Year Note

The Company, through J&F Restaurants, LLC, entered into a one year note with a third party for a loan of $88,000. This note was payable daily in the amount of $377 paid via ACH draft from the J&F Restaurants, LLC - El Senor Sol Evergreen bank account. This note carries interest at a 7% rate. This note was renewed on December 30, 2016, and the Company received $74,548 in cash, which is net of the $10,452 remaining balance. The new note is payable as a percentage of future qualified credit/debit merchant card receivables. The loan balance was $38,525 and $42,217 at June 30, 2018 and December 31, 2017, respectively.

c) Convertible Notes

In the first quarter 2018, the Company entered into three convertible notes in exchange for $280,000 in cash. These notes mature two in nine months and one in six months and carry 12% and 8% interest rates. The notes convert into shares of the Company’s common stock at a price of 61% and 60% of the average of the two lowest trade prices and the lowest trade price for the Common Stock during the 15 and 20 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

In 2017, the Company entered into two convertible notes in exchange for $130,000 in cash. These notes mature in nine months and one year and carry 12% and 8% interest rates. The notes convert into shares of the Company’s common stock at a price of 61% and 55% of the average of the two lowest trade prices and the lowest trade price for the Common Stock during the 15 and 20 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

In 2017, the Company, through Nixon Restaurant Group, Inc., a wholly-owned subsidiary, issued a Convertible Promissory Note in exchange for $30,000 in cash. This note matures in one year from issuance and carried a 10% interest rate. The note converts into shares of the Company’s common stock at a price of 65% of the average closing price for the Common Stock during the three (3) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

In 2016, the Company issued a convertible note in the amount of $51,221. At issuance of the note, the Company recorded a beneficial conversion feature discount of $51,221. This note was due in January 2018 and carries a 4% interest rate. In July 2017, $30,000 of this note was converted into 3,000,000 shares of the Company’s common stock. The balance of this liability has been incorporated into liabilities from discontinued operations.

F-12

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WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(9) NOTES PAYABLE TO THIRD PARTIES, continued

d) Third Party Note Payable

In March 2015, the Company, through Illegal Burger, LLC, entered into an agreement with a third party lender, who extended a $3,000,000 Senior Secured Note. Under the terms of this agreement a first draw was entered into in the amount of $375,000 as a Revolving Note. The lender retained $59,713 of this draw as fees. Under the terms of this Note, the Company was required to replace their credit card/debit card merchant processing to the lender. The lender retained 100% of the credit card/debit card transactions, and forwarded four wire transfers to the Company over a six week period. The credit card/debit card transactions for this six week period amounted to $84,534. The lender remitted $42,379 of this amount to the Company. Of the $42,155 retained by the lender, $14,861 was applied as principal reduction, $7,088 was applied to interest expense and the remaining $20,206 was charged as fees. The Senior Secured Note also called for the payment of a $75,000 investment banking fee.

In May 2015, when it was determined that this repayment structure was not practical for a restaurant operation, the lender agreed to restructure the Revolving Note into a Replacement Promissory Note. This Replacement Promissory Note carries interest at a stated rate of 18% with a maturity of June 1, 2016. The lender charged the Company a $25,000 penalty to convert the Revolving Note into a Replacement Promissory Note. The Replacement Promissory Note called for interest only payments in June, July and August 2015. Starting in September the terms called for the payment of interest, principal starting at $33,649 increasing monthly to $38,474 in June 2016, as the interest on the then outstanding balance fell. In addition the Replacement Promissory Note called for the payment of a $106,000 Redemption Premium as part of the total monthly payment of $49,651.

As a direct result of delays in opening the new Writer Square location, the lender agreed to interest only payments via ACH draft every Monday.  In June 2015, the Company paid $1,080 per week, which was increased to $1,200 per week for July 1 through October 15, 2015. It was then increased to $1,500 per week from October 16, 2015 through the third week of March 2016, when it was increased to $2,000 per week.

At both June 30, 2018 and December 31, 2017, the principal balance of the loan was $322,220. The Company also accrued the $25,000 conversion penalty, the $75,000 investment banking fee and the $106,000 redemption premiums as accrued interest because the Replacement Promissory Note allows for prepayment but all these “fees” are due upon prepayment.

Certain other third parties advanced funds to WCVC to fund its ongoing operations prior to the reverse acquisition. These advances have been formalized into demand notes payable, which, at September 30, 2017, amounted to $54,039 and carried a 5% interest rate. WCVC has a $250,000 note payable which matured in April 2018 and carried a 5% interest rate. These liabilities have been incorporated into liabilities from discontinued operations.

(10) STOCKHOLDERS’ DEFICIT

At June 30, 2018 and December 31, 2017, the Company has 250,000,000 shares of par value $0.001 common stock authorized and 14,203,054 and 30,556,544 issued and outstanding, respectively. At June 30, 2018 and December 31, 2017, the Company has 10,000,000 shares of par value $0.001 preferred stock authorized and 500,000 issued and outstanding at both dates.

During 2017 the Company, through a subsidiary, issued 112,000 shares in exchange for $50,000 in cash. During 2017 the Company issued 500,000 shares of Series A preferred stock and 5,418,000 shares of common stock in connection with the reverse acquisition of Nixon Restaurant Group, Inc.

F-13

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WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(10) STOCKHOLDERS’ DEFICIT, continued

In the first quarter 2018 the Company issued 100,000 shares of common stock in exchange for services valued at $22,600. The Company issued 340,000 shares of common stock valued at $85,000 as a debt inducement. The Company issued 1,155,829 shares of common stock valued at $216,140 to settle $16,528 of convertible debt and 50,898 shares of common stock valued at $9,518 upon the cash-less exercise of a warrant.

In the second quarter 2018 the Company issued 650,000 shares of common stock in exchange for services valued at $59,000. The Company issued 3,349,783 shares of common stock valued at $266,729 to settle $94,226 of convertible debt. The CEO of the Company contributed back to the Company and cancelled 22,000,000 shares of common stock valued at $3,140,000 pursuant to a request from OTC Markets as part of the approval to list the common stock on the OTCQB.

The rights and privileges of the Series A preferred stock are solely as a “super voting” stock, whereby each one share of Series A holds votes amounting to the equivalent of 100,000 shares of common stock. Therefore, the 500,000 shares of Series A issued and outstanding hold an aggregate votes equal to 500,000,000 common shares. The Series A shares have no dividend rights, no liquidation preferences, are not transferable and can be redeemed by the holder for $5,000 in cash from the Company for the entire 500,000 share block at the holders option.

(11) COMMITMENTS AND CONTINGENCIES

a) Real Property Leases

The Company leases 5 (five) restaurant spaces from unrelated parties. Rent expense paid was $211,294 and $218,120 for the six months ended June 30, 2018 and 2017.

Future minimum lease payments under these real property lease agreements are as follows:

For the Year Ending December 31,		ESSE		IBE		IBA		IBWS		IBCH		Total
2018 (6 months)		$ 24,000		$ 16,800		$ 36,308		$ 49,054		$ 32,756		$ 158,917
2019		$ 36,000		$ 25,200		$ 74,795		$ 102,643		$ 67,477		$ 306,115
2020		$ -		$ -		$ 77,038		$ 102,643		$ 69,501		$ 249,182
2021		$ -		$ -		$ 25,931		$ 102,643		$ 23,394		$ 151,968
2022		$ -		$ -		$ -		$ 102,643		$ -		$ 102,643
Thereafter		$ -		$ -		$ -		$ 321,616		$ -		$ 321,616
Total minimum lease payments		$ 60,000		$ 42,000		$ 214,072		$ 781,242		$ 193,128		$ 1,290,441

ESSE: El Senor Sol - Evergreen; IBE: Illegal Burger - Evergreen; IBA: Illegal Burger - Arvada; IBWS - Illegal Burger - Writer Square; IBCH - Illegal Burger - Capital Hill

The Company’s leases for El Senor Sol B Evergreen and Illegal Burger B Evergreen locations expired on August 31, 2017. The Company is currently leasing on a month to month basis and in August 2018 signed a new one year lease term for these locations.

F-14

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WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(11) COMMITMENTS AND CONTINGENCIES, continued

b) Other

The Company is subject to asserted claims and liabilities that arise in the ordinary course of business. The Company maintains insurance policies to mitigate potential losses from these actions. In the opinion of management, the amount of the ultimate liability with respect to those actions will not materially affect the Company’s financial position or results of operations.

(12) CONCENTRATIONS OF CREDIT RISK

a) Cash

The Company maintains its cash in bank deposit accounts, which may, at times, may exceed federally insured limits. The Company had no cash balance in excess of FDIC insured limits at June 30, 2018 and December 31, 2017.

(14) SUBSEQUENT EVENTS

a) Stockholders’ Deficit

In the third quarter 2018 the Company issued 764,205 shares of common stock valued at $19,869 to settle $7,102 of convertible debt.

b) Convertible Notes

In the third quarter 2018, the Company entered into a convertible note in exchange for $35,000 in cash. This note matures in eight and one-half months and carries a 12% interest rate. The note converts into shares of the Company’s common stock at a price of 61% of the average  of the two lowest trade prices and the lowest trade price for the Common Stock during the 15 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

In the third quarter 2018, a third party acquired, through an assignment, the remaining unconverted balances and accrued interest plus prepayment fees of three convertible notes. The purchased principal balances were $173,744, accrued interest of $10,303 and prepayment fees of $73,928 for total consideration of $257,974. The notes were immediately amended from a variable conversion rate to a fixed conversion rate.

In the third quarter the remaining convertible note with a remaining balance of $153,472 matured and the Company defaulted on payment. The lender commenced legal action to collect on the default. The Company is negotiating to reach a settlement with the lender for payment over 5 months which prohibits the lender from any conversions as long as the payments are made timely.

c) Real Property Leases

In the third quarter 2018, the Company entered into a 10 year lease for a new Illegal Burger to be located in Glendale, CO.

F-15

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis and Results of Operations

The following management’s discussion and analysis (“MD&A”) should be read in conjunction with West Coast Ventures Group Corp. (“WCVC”) financial statements for the years ended December 31, 2017 and December 31, 2016, and the notes thereto. Additional information relating to WCVC is available through its brand website: www.illegalburger.com and www.westcoastventuresgroupcorp.com

Safe Harbor for Forward-Looking Statements  

Certain statements included in this MD&A constitute forward-looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend, and similar expressions to the extent they relate to NRG or its management. These forward-looking statements are not facts, promises or guarantees; rather, they reflect current expectations regarding future results or events. These forward-looking statements are subject to risks and uncertainties that could cause actual results, activities, performance or events to differ materially from current expectations. These include risks related to revenue growth, operating results, industry, products and litigation, as well as the matters discussed in WCVC  MD&A under Risk Factors. Readers should not place undue reliance on any such forward-looking statements. WCVC disclaims any obligation to publicly update or to revise any such statements to reflect any change in the Company’s expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Overview

West Coast Ventures Group Corp. (“our”, “us”, “we” ,“WCVC”or the “Company”) was originally incorporated as Energizer Tennis, Corp. on June 16, 2011 in the State of Nevada. On October 4, 2017, effective for accounting purposes on June 30, 2017, WCVC entered into an agreement to acquire Nixon Restaurant Group, Inc. in a transaction accounted for as a reverse acquisition.

Nixon Restaurant Group, Inc. (“us”, “we” NRG or “our”) was formed on October 12, 2015, under the laws of the State of Florida. On October 19, 2015, we issued 20 million shares of common stock to acquire 100% of the ownership interests in J&F Restaurants, LLC, Illegal Burger, LLC and Illegal Burger Writer Square LLC, Colorado Limited Liability Companies controlled by our founder, James Nixon.  As a result of the transaction, J&F Restaurants, LLC, Illegal Burger, LLC and Illegal Burger Writer Square LLC became our wholly-owned subsidiaries.

·

We own and operate the following five (5) restaurant locations:

·

J&F Restaurants, LLC was formed in Colorado on March 12, 2011 and owns and operates El Senor Sol, a casual Mexican restaurant located at 29017 Hotel Way, Unit 103B Evergreen, Colorado 80439-8235 which opened in June 2011.

·

J&F Restaurants, LLC also owns and operates Illegal Burger, an upscale fast casual restaurant located at 29017 Hotel Way, Unit 102B, Evergreen, Colorado 80439-8235 which opened in August 2013.

·

Illegal Burger, LLC was formed in Colorado on May 31, 2013 and owns and operates Illegal Burger, an upscale fast food restaurant located at 15400 W 64^th Avenue, Unit E1A, Arvada Colorado 80007-6876which opened in January 2013,

·

Illegal Burger Writer Square LLC was formed in Colorado on April 19, 2015, and owns and operates an Illegal Burger location at 1512 Larimer Street, Suite R, Denver Colorado 80202-1690 which opened in January 2016, and

·

Illegal Burger Capital Hill, LLC was formed in Colorado on March 4, 2016 and owns and operates an Illegal Burger location at 609 North Grant Street, Denver Colorado 80202-3506 which opened in June 2016.

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Each of our Illegal Burger restaurants offers a full bar. Each of our restaurants offers a full menu and alcoholic beverages including liquor. Our Illegal Burger restaurants offer consumers a practical alternative to the over- commercialized healthy dining craze by offering a variety of burgers made with all never frozen, hormone-free beef, french fries, cheesy taters and adult and virgin milk shares including Nutella, peanut butter, caramel, Oreo, vanilla, chocolate and strawberry as well as a full bar.  Our El Senor Sol restaurant offers Mexican food and a full bar including tequila menu.

Our principal executive office is located at 15400 W. 64th Avenue, Unit E1A, Arvada, Colorado 80007.  Our telephone number is (303) 423 1300. Our websites  are: www.illegalburger.com and www.westcoastventuresgroupcorp.com .

Three Months Ended June 30, 2018 Compared to the Three Months Ended June 30, 2017

Revenue

For the three months ended June 30, 2018, revenue generated was approximately $746,000, as compared to  approximately $736,000 for the three months ended June 30, 2017. The year over year increase of approximately 1.4% was mainly attributable to expansion of our marketing, especially in the downtown location and an increased emphasis on the various on-line ordering and delivery platforms we employ.

Cost of Sales

Ongoing restaurant cost of sales decreased to approximately $700,000 from approximately $716,000, or 2.2%. This decrease was primarily due to an active cost control program instituted during 2018. Our ongoing restaurant cost of sales, as a percentage of sales, was approximately 93.8% and 97.3% for the three months ended June 30, 2018 and 2017, respectively.

Gross Profit

Our ongoing restaurant operations gross profit was approximately $46,000 and approximately $20,000 for the three months ended June 30, 2018 and 2017, respectively. Our ongoing restaurant gross profit, as a percentage of sales, was approximately 6.2% and 2.7% for the three months ended June 30, 2018 and 2017, respectively.

Our ongoing restaurant gross profit, as a percentage of gross sales was higher in 2018 in spite of the current trend of high personnel cost in the industry because of heavy competition for personnel from the construction and marijuana industries in Denver; across the board increased prices in our foodstuffs and our increased marketing costs. At the end of the first quarter 2018 we raised our prices chain-wide to counteract the decrease in gross profit seen in the first quarter.

General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2018 were approximately $277,000 compared to approximately $121,000 for the three months ended June 30, 2017. 100% of the increase of approximately $156,000 was the result of becoming a public company and the related ongoing expenses.

Net Loss

Net loss for the three months ended June 30, 2018 was approximately $939,000 compared to a net loss of approximately $124,000 for the three months ended June 30, 2017. This increase in the loss was the result of many factors: high personnel cost in the industry because of heavy competition for personnel from the construction and marijuana industries in Denver; across the board increased prices in our foodstuffs and our increased marketing costs; ongoing public company expenses and principally, derivative costs.

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Six Months Ended June 30, 2018 Compared to the Six Months Ended June 30, 2017

Revenue

For the six months ended June 30, 2018, revenue generated was approximately $1,437,000, as compared to approximately $1,367,000 for the six months ended June 30, 2017. The year over year increase of approximately 5.1% was mainly attributable to expansion of our marketing, especially in the downtown location and an increased emphasis on the various on-line ordering and delivery platforms we employ.

Cost of Sales

Ongoing restaurant cost of sales increased to approximately $1,357,000 from approximately $1,247,000, or 8.1%. This increase was primarily due to high personnel cost in the industry because of heavy competition for personnel from the construction and marijuana industries in Denver; across the board increased prices in our foodstuffs and our increased marketing costs. Our ongoing restaurant cost of sales, as a percentage of sales, was approximately 94.4% and 91.3% for the six months ended June 30, 2018 and 2017, respectively.

Gross Profit

Our ongoing restaurant operations gross profit was approximately $80,000 and approximately $119,000 for the six months ended June 30, 2018 and 2017, respectively. Our ongoing restaurant gross profit, as a percentage of sales, was approximately 5.6% and 8.7% for the six months ended June 30, 2018 and 2017, respectively.

Our ongoing restaurant gross profit, as a percentage of gross sales was lower in 2018 because of the current trend of high personnel cost in the industry because of heavy competition for personnel from the construction and marijuana industries in Denver; across the board increased prices in our foodstuffs and our increased marketing costs. At the end of the first quarter 2018 we raised our prices chain-wide to counteract the decrease in gross profit seen in the first quarter.

General and Administrative Expenses

General and administrative expenses for the six months ended June 30, 2018 were approximately $552,000 compared to approximately $229,000 for the six months ended June 30, 2017. 100% of the increase of approximately $321,000 was the result of becoming a public company and the related ongoing expenses.

Net Loss

Net loss for the six months ended June 30, 2018 was approximately $1,637,000 compared to a net loss of approximately $212,000 for the six months ended June 30, 2017. This increase in the loss was the result of many factors: high personnel cost in the industry because of heavy competition for personnel from the construction and marijuana industries in Denver; across the board increased prices in our foodstuffs and our increased marketing costs; ongoing public company expenses and principally, derivative costs.

Liquidity and Capital Resources

Cash Flow Activities

We used cash of approximately $277,000 for the six months ended June 30, 2018, approximately a $200,000 increase from the comparable period in 2017. The negative cash flows from operations mainly stem from net losses offset by non-cash charges and changes in working capital items.

Financing Activities

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During the six months ended June 30, 2018, we received proceeds of $280,000 from issuance of convertible notes, $15,900 from our officer, $21,300 from the issuance of third party debt and repaid $36,615 of third party debt and $9,185 of our officer loan. During the six months ended June 30, 2017, we received proceeds of third party debt of $76,100, $50,000 from the sale and issuance of common stock of Nixon Restaurant Group, Inc., $55,089 from our officer and repaid approximately $183,800 of third party debt.

Critical Accounting Policies and Estimates

We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following:

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, trade receivables, prepaid expenses, payables, accrued expenses and notes payable.   Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. We consider the carrying values of our financial instruments in the condensed consolidated financial statements to approximate fair value, due to their short-term nature.

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is provided for using straight-line methods over the estimated useful lives of the respective assets, usually three to seven years.

Valuation of Long-Lived Assets

We periodically evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.  If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset were less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.  We do not believe that there has been any impairment to long-lived assets as of June 30, 2018 and 2017.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4).

Recent Accounting Pronouncements

(See “Recently Issued Accounting Pronouncements” in Note 3 of Notes to the Financial Statements.)

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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Item 4.  Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2018. This evaluation was carried out under the supervision and with the participation of our President and our Chief Financial Officer. Based upon that evaluation, our President and Chief Financial Officer concluded that, as of June 30, 2018, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of June 30, 2018, our disclosure controls and procedures were not effective for the following reasons: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2018: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2018, that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

On July 5, 2018, we were served with a lawsuit alleging default under a Convertible Promissory Note. We have negotiated a settlement for repayment with a series of payments over a five month period beginning August 31, 2018. This settlement also requires the lender to stay their lawsuit as long as the payments are made timely, which they have done as of the date of this filing. The settlement prohibits the lender from completing any conversions of the debt into common stock of the Company as long as the payments are made timely. We intend to sign the final agreement as drafted by the lender’s counsel upon receipt of the final agreement. This lender is also currently an affiliate of the Company. All of the shares beneficially held by this lender are being sold back to the Company under this settlement agreement whereby they will cease being an affiliate.

We know of no other material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is a party adverse to our company or has a material interest adverse to our company or our subsidiaries.

Item 1A.  Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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

During the second quarter 2018, we issued 650,000 shares of common stock valued at $59,000 to 3 parties in exchange for services.

During the second quarter 2018, we issued 3,349,783 shares of common stock valued at $266,729 to 2 lenders settle convertible debt of $94,226.

During the second quarter 2018, our CEO contributed 22,000,000 shares of common stock back to the Company valued at $3,140,000, which were promptly cancelled by the Company. This was done at the request of OTC Markets as a part of the approval to list the stock for trading on the OTCQB.

In the third quarter 2018 the Company issued 764,205 shares of common stock valued at $19,869 to settle $7,102 of convertible debt.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

None.

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Item 6.  Exhibits

Exhibit Number	Description
(3)	Articles of Incorporation
3.1	Articles of Merger by and between the Company and its wholly owned subsidiary, West Coast Ventures Group Corp, filed with the Nevada Secretary of State on February 4, 2016. (filed with the SEC on May 12, 2017 as Exhibit 3.1 to the Company’s Annual Report on Form 10-K)
3.2	Certificate of Amendment of Articles of Incorporation, filed with the Nevada Secretary of State on February 4, 2016. (filed with the SEC on May 12, 2017 as Exhibit 3.2 to the Company’s Annual Report on Form 10-K)
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1**	Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith. ** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

		WEST COAST VENTURES GROUP CORP.
		(Registrant)
Dated:  August 20, 2018		/s/ James M. Nixon
		James M. Nixon
		President, Chief Executive Officer, Chief Financial Officer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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