SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LANDAU ROBERT G

(Last)

(First)

(Middle)

157 ADELAIDE ST. WEST #600

(Street)

TORONTO

M5H4E7

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PACIFIC GOLD CORP [ PCFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/09/2015		P		54,000,000	A	$0.0001	54,202,904	D
Common Stock	01/09/2015		M		600,000,000	A	$0.0001	654,062,086	I	See Note 1⁽¹⁾
Common Stock	01/14/2015		M		25,000,000	A	$0.0001	679,062,086	I	See Note 3⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock⁽²⁾	⁽²⁾	06/10/2013		J⁽³⁾		300,000		06/10/2013	⁽⁴⁾	Common Stock	25,000,000	⁽³⁾	25,000,000	I	See Note 1⁽¹⁾
Series A Convertible Preferred Stock⁽²⁾	$0.0001⁽²⁾	01/14/2015		C			300,000	06/10/2013	⁽⁴⁾	Common Stock	25,000,000	$0.0001	0	I	See Note 3⁽³⁾

Explanation of Responses:

1. The record holder of the securities is Jabi, Inc., of which the Reporting Person is the sole stockholder and director.

2. The shares of Series A Convertible Preferred Stock are initially convertible at a ratio of 1:10,000, subject to adjustment for stock splits and similar events.

3. The shares of Series A Convertible Preferred Stock were acquired in exchange for a $300,000 promissory note issued by the Issuer and held by Jabi, Inc. Adjusted for the 1 for 120 reverse stock split. Jabi, Inc. converted all Series A Convertible Preferred Stock into Common Shares.

4. The Series A Convertible Preferred Stock does not have an expiration date.

	/s/ Rob Landau	01/14/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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