0001515971-13-000266.txt : 20130610 0001515971-13-000266.hdr.sgml : 20130610 20130610161317 ACCESSION NUMBER: 0001515971-13-000266 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130610 DATE AS OF CHANGE: 20130610 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC GOLD CORP CENTRAL INDEX KEY: 0001137855 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 980408708 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78387 FILM NUMBER: 13903584 BUSINESS ADDRESS: STREET 1: 848 N. RAINBOW BLVD. #2987 CITY: LAS VEGAS STATE: NV ZIP: 89107 BUSINESS PHONE: 888-257-4193 MAIL ADDRESS: STREET 1: 848 N. RAINBOW BLVD. #2987 CITY: LAS VEGAS STATE: NV ZIP: 89107 FORMER COMPANY: FORMER CONFORMED NAME: BLUE FISH ENTERTAINMENT INC DATE OF NAME CHANGE: 20030328 FORMER COMPANY: FORMER CONFORMED NAME: DEMAND FINANCIAL INTERNATIONAL LTD DATE OF NAME CHANGE: 20010823 FORMER COMPANY: FORMER CONFORMED NAME: DEMAND FINANCIAL INC DATE OF NAME CHANGE: 20010406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANDAU ROBERT G CENTRAL INDEX KEY: 0001135646 FILING VALUES: FORM TYPE: SC 13D/A SC 13D/A 1 pcfgsc13da061013.htm SC 13D/A Pacific Gold Corp.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE

13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)

(Amendment No. 4)


Pacific Gold Corp.

(Name of Issuer)

Common Stock
(Title of Class of Securities)

69433M103

(CUSIP Number)

Andrew D. Hudders, Esq.

 Golenbock Eiseman Assor Bell & Peskoe LLP,

437 Madison Avenue, New York, New York 10022

(212-907-7300)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

June 10, 2013
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box.   [  ]


Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.


* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).










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CUSIP NO.: 69433M103

 

1)

NAME OF REPORTING PERSON


Robert Landau

2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                   (a) o

                               (b) x


3)

SEC Use Only


4)

SOURCE OF FUNDS                                                                         OO


5)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  o


6)

CITIZENSHIP OR PLACE OF ORGANIZATION                           Canada


NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH

7)

SOLE VOTING POWER                                                       3,031,798,5011


8)

SHARED VOTING POWER                                                 -0-


9)

SOLE DISPOSITIVE POWER                                             3,031,798,5011


10)

SHARED DISPOSITIVE POWER                                       -0-


11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,031,798,5011


12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   o


13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):                  53.9%


14)

TYPE OF REPORTING PERSON                                                                              IN



1  Includes 24,348,251 shares of Common Stock held by Rob Landau, and 7,450,250 shares of Common Stock, and 300,000 shares of Series A Preferred Stock, initially convertible into 3,000,000,000 shares of Common Stock, held of record by Jabi, Inc., of which Mr. Landau is the sole shareholder and director.








Page 3 of 5



This Amendment No. 4 to Schedule 13D (this “Amendment”) amends the Schedule 13D originally filed by Robert Landau (the “Reporting Person”) with the Securities and Exchange Commission (the “SEC”) on July 2, 2004, as amended by Amendment No. 1 thereto filed on January 11, 2006 and Amendment No. 2 thereto filed on March 23, 2007  and Amendment No. 3 thereto filed on October 26, 2012 (as amended, this “Schedule 13D”)


ITEM 1.

Security and Issuer


The class of equity securities to which this Schedule 13D relates is shares of common stock (the “Common Stock”) and shares of preferred stock (the “Preferred Stock”) of Pacific Gold Corp., a Nevada corporation (the “Issuer”).  The principal executive office of the Issuer is 848 N. Rainbow Blvd., #2987, Las Vegas, Nevada 89107.


ITEM 2.

Identity and Background.


(a)

This Schedule 13D is being filed by Robert Landau.


(b)

The Reporting Person’s business address is 157 Adelaide Street West #600, Toronto, Ontario, Canada M5H 4E7.


(c)

The Reporting Person is the Chief Executive Officer of the Issuer.


(d)

During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).


(e)

During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or as a result of such a proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


(f)

The Reporting Person is a citizen of Canada.


ITEM 3.

Source and Amount of Funds and Other Consideration.


Of the 300,000 shares of Series A Preferred Stock relating to this Amendment, the Reporting Person beneficially acquired such shares in exchange for $300,000 in exchange for Notes loaned to the Company.


ITEM 4.

Purpose of Transaction


The securities specified Item 3 were acquired for investment purposes. The Reporting Person intends to review his investment in the Issuer on a continuing basis and will routinely monitor a wide variety of investment considerations, including, without limitation, current and anticipated future trading prices for the Common Stock, the Issuer’s financial position, operations, assets, prospects, strategic direction and business and other developments affecting the Issuer.  The Reporting Person may from time to time take such actions with respect to his investment in the Issuer as he deems appropriate, including, without limitation, acquiring additional shares or disposing of some or all of his shares of Common Stock and/or changing his current intentions with respect to any or all matters referred to in this Item 4. Any acquisition or disposition of the Issuer’s securities may be made by means of open-market purchases or dispositions, privately negotiated transactions, direct acquisitions from or dispositions to the Issuer and will be reported in accordance with the rules of the Securities and Exchange Commission.


At the date of this Schedule 13D, except as set forth in this Schedule 13D, the Reporting Person does not have any plans or proposals which would result in:


(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;


(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;







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(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;


(d)

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or fill any existing vacancies on the board;


(e)

Any material change in the present capitalization or dividend policy of the Issuer;


(f)

Any other material change in the Issuer’s business or corporate structure;


(g)

Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;


(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;


(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1940; or


(j)

Any action similar to any of those actions enumerated above.


ITEM 5.

Interests in Securities of the Issuer


(a)

The Reporting Person beneficially owns an aggregate of 3,031,798,501 shares of Common Stock, representing 53.9% of the Issuer’s Common Stock. This percentage is based upon an aggregate of 2,620,957,522 outstanding shares of the Issuer’s Common Stock, as reported to the Issuer by the Issuer’s Transfer Agent.


(b)

The Reporting Person has the sole power to vote and to dispose of 3,031,798,501 shares of Common Stock.


(c)

Not applicable.


(d)

Not applicable


(e)

Not applicable.


ITEM 6.

CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.


Not applicable.


ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.


Not applicable.







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SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated as of: June 10, 2013


/s/ Robert Landau

 

Robert Landau