SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Continental Resources Group, Inc. (Last) (First) (Middle) 3266 W. GALVESTON DRIVE #101 (Street) APACHE JUNCTION AZ 95120 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/15/2012	3. Issuer Name and Ticker or Trading Symbol Pershing Gold Corp. [ PGLC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	76,095,215	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On July 22, 2011, Continental Resources Group, Inc. (the "Reporting Person"), Pershing Gold Corporation (the "Issuer"), and Continental Resources Acquisition Sub, Inc., the Issuer's wholly owned subsidiary ("Acquisition Sub"), entered into an asset purchase agreement and, through the Acquisition Sub, closed on the purchase of substantially all of the assets of the Reporting Person in consideration for, among other thing, the issuance of 76,095,215 shares of the Issuer's common stock to the Reporting Person. After the Issuer's registration statement, which registers the 76,095,215 shares under the Securities Act of 1933, as amended, is declared effective, the Reporting Person expects to distribute the shares to the Reporting Person's shareholders on a pro rata basis. Joshua Bleak is the President and Chief Executive Officer of the Reporting Person and, in such capacity, has voting and dispositive power over the securities held for the account of the Reporting Person.

	/s/Joshua Bleak	10/10/2012
	** 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 5 (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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