PACIFIC GOLD CORP.

10-K/A 1 pcfg10k123112.htm 10-K/A PACIFIC GOLD CORP.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K/A

ANNUAL REPORT PERSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

COMMISSION FILE NUMBER 000-32629

PACIFIC GOLD CORP.


NEVADA		98-0408708
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


848 N. Rainbow Blvd., #2987, Las Vegas, NV		89107
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (416) 214-1483

Securities registered pursuant to section 12(b) of the Act:


Title of Class		Name of each exchange on which registered
NONE		NONE

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $0.0000000001 par value, 3,000,000,000 shares authorized

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No x

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. Yes x No o

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company x

Indicate by check mark whether the registrant is a shell company as defined in Rule 126-2 of the Exchange Act. Yes o No x

As of April 11, 2013 the aggregate market value of the voting stock held by non-affiliates was approximately $592,234.

As of April 11, 2013, the Company had outstanding 1,233,410,874 shares of its common stock, par value $0. 0000000001.

TABLE OF CONTENTS


ITEM NUMBER AND CAPTION		PAGE

PART I

ITEM 1.	DESCRIPTION OF BUSINESS	3
ITEM 1A.	RISK FACTORS	10
ITEM 2.	PROPERTIES	11
ITEM 3.	LEGAL PROCEEDINGS	12
ITEM 4.	MINE SAFETY DISCLOSURE	12

PART II

ITEM 5.	MARKET FOR REGISTRANTS COMMON EQUITY & RELATED STOCKHOLDER MATTERS	12
ITEM 6.	SELECTED FINANCIAL DATA	14
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	17
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	36
ITEM 9A.	CONTROLS AND PROCEDURES	36
ITEM 9B.	OTHER INFORMATION	37

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	37
ITEM 11.	EXECUTIVE COMPENSATION	38
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	40
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	40
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	40

PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	42

PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS

Pacific Gold Corp. (“Pacific Gold” or “the Company”) is engaged in the identification, acquisition, and development of mining prospects believed to have known gold and/or tungsten mineral deposits. The main objective is to identify and develop commercially viable mineral deposits on prospects over which the company has rights that could produce revenues. These types of prospects may also contain mineral deposits of metals often found with gold and/or tungsten which also may be worth processing. Development of commercially viable mineral deposits of any metal includes a high degree of risk which careful evaluation, experience and factual knowledge may not eliminate, and therefore, we may never produce any significant revenues.

Pacific Gold Corp. has four subsidiaries through which it holds various mineral prospects in Nevada and Colorado. Three subsidiaries are wholly-owned and include; Nevada Rae Gold, Inc., Fernley Gold, Inc., and Pilot Mountain Resources Inc. The fourth subsidiary, of which Pacific Gold Corp. controls an interest of 75.6% is Pacific Metals Corp. The Company intends to acquire through staking, purchasing and/or leasing arrangements additional prospects, from time to time, in which there may be gold, tungsten and/or other mineral deposit potential.

Operating Subsidiaries

Nevada Rae Gold, Inc.

The prospects held by Nevada Rae Gold (“NRG”) are located among the Crescent Valley placer deposits, in the bullion mining district of Lander County, Nevada. They are about two miles from the town of Crescent Valley, and some 50 miles west of Elko, Nevada. The area is about 175 miles northeast of Reno, Nevada.

The property consists of federal mining claims and leased private land. The federal mining claims are managed by the Bureau of Land Management (“BLM”) and require annual renewal payments prior to September 1 of each year. The leased ground requires the Company to pay a royalty from production with a portion of the royalty paid in advance each year.

The area is accessible by state highway 306, an all-weather asphalt road and about 22 miles south from Interstate 80. The property where the prospects are located has an all-weather gravel road established in the 1970s for prior mining operations of barite. The prospects also have access to electricity and water sufficient for exploration, development and later extractive and milling activities if warranted and undertaken.

The climate is typically hot and semi-arid with temperatures rising to above 100 degrees Fahrenheit in the summer to below freezing in the winter. Freezing temperatures are only sporadically encountered in the winter months of December and January and are not likely to have a serious effect on operations. Precipitation is minimal and offers little or no operational problems.

The nearby towns appear to have a supply of skilled workers familiar with earthmoving equipment and surface mining experience. Equipment also appears to be available for purchase or lease. We have acquired 100% of two existing wells in the area which can supply the necessary amounts of water for the operation as we intend to employ re-circulation methodologies. We have also acquired 13.67 acres of fee land available adjacent to the wells which can accommodate the screening plant, tailings ponds, workshop and on-site office. The wells and adjacent land are approximately four miles from the mining claims.

Production History

Gold mineral deposit was first discovered in 1907 in the Crescent Valley area, and thereafter intermittent work was carried out up to World War II. In the 1930s an exploration program was carried out with a number of shafts sunk in the Mud Springs Gulch area. These studies identified quantities of gold mineral deposit situated close to the bedrock at the bottom of the alluvial areas. In the late 1970s there was barite mining and milling in the area using open pits. In the mid-1980s the barite mining operations were purchased and modified and there was some recovery of gold mineral deposit during the later 1980s and 1990s at low extractive rates.

History of Mining

Most of the historical work was carried out over a 3-4 mile section in Mud Springs Gulch, but there are older exploration pits throughout the company’s prospects. There appear to be about thirty exploration shafts sunk through the gravels to bedrock. This work was conducted in the 1930s, but there are no detailed results available. Little work was done in the Black Rock Canyon during the historical period.

In 1978, Major Barite Inc. implemented an operation to mine and process barite from several small, open pits within the project area. In 1982, the barite market collapsed, and the company turned its attention to placer gold exploration and development. There was a program of bulk sampling in the drainages for gold. Trenches and pits were dug and processed from locations in Black Rock Canyon, Mud Springs Gulch, Tub Springs Gulch and Rosebud Gulch. A widespread occurrence of placer gold was discovered, but Major Barite Inc. ceased operations in 1984. In 1984, the area was taken over by Mr. John Uhalde who continued to explore and develop the placer gold resources in the project until his death in 2001. Mr. Uhalde operated his placer mine under a small miners permit.

Local Geology

The prospects are located among the easterly alluvial deposits of the Shoshone Mountain range and merge with the sediments of Crescent Valley. It is posited that this area is the remains of a large, ancient lakebed. The project consists of three main drainages: Black Rock Canyon, Mud Springs Gulch and Tub Springs Gulch. The alluvial deposits are typically 100 to 300 feet wide and with depths of up to 90 feet, but the alluvial – sedimentary material can reach thicknesses in excess of 500 feet thick in areas. The thickness of the gravels is judged to become progressively greater as one moves eastwards from the mountains. It is estimated that the gravels are between 16 and 90 feet below the surface with an average thickness of about 30 feet. The gravels are typically dry and light brown pebble and occasionally boulder gravels. Oversized material is rare. Compositionally, the coarse material is mainly rounded cherts and metavolcanics with occasional weathered and variable granodiorite. The uppermost layers, generally running about 6 to 8 feet in depth, will have to be removed to access the gravels likely to have the mineral deposits sought. It is believed that the gravels will have little clay and will present few processing problems.

There is no information on the vertical distribution of gold mineral deposit within the gravels. Through historical records from shaft-sinking suggests that the gravel becomes courser with depth, coinciding with an increase in the percentage of oversize boulders. It is believed that the best gold mineral deposit levels are obtained at the bedrock interface.

Prospects

NRG has staked prospects covering approximately 1,340 acres of the alluvial deposits among the Crescent Valley projects mentioned above. NRG also has two leases on additional ground; it has leased approximately 440 acres of land adjacent to its staked prospects from Bullion Monarch Mining, by lease dated October 1, 2003. The lease covers acreage in Section 9, Township 29 North, Range 47 East, Mount Diablo Meridian, Bullion Mining District, Lander County, Nevada. NRG has the right to the gold, silver, platinum, palladium and other precious and base metals within the placers and gravels of the leased premises, with exclusive right to prospect and explore for, mine by open pit methods, mill, prepare for market, store, sell and dispose of the same and use, occupy and disturb so much of the surface as Pacific Gold determines useful, desirable or convenient. The lease term is ten years, renewable for an additional ten years. NRG has, by lease dated June 11, 2011, an additional 2,000 acres of mining claims known as the B&B claims in Section 9, Township 29 North, Range 47 East, Mount Diablo Meridian, Bullion Mining District, Lander County, Nevada. NRG has the right to the gold, silver, platinum, palladium and other precious and base metals within the placers and gravels of the leased premises, with exclusive right to prospect and explore for, mine by open pit methods, mill, prepare for market, store, sell and dispose of the same and use, occupy and disturb so much of the surface as Pacific Gold determines useful, desirable or convenient. The lease term is ten years, and is renewable for an additional ten years.

Operations

NRG has permitted the Black Rock Canyon Mine (“BRCM”) with the BLM and the Nevada State Division of Environmental Protection (NDEP). NRG built a gravel screening facility at the Black Rock Canyon Mine. The plant is in good physical condition. The plant consists of a 60 foot by 90 foot by 30 foot steel building with offices, plumbing, electrical and a sloped floor for drainage; additionally the site has fuel storage, settling ponds, security offices and the entire are is fenced in for security along with exterior lighting and security cameras that allow management remote access viewing of the site from any internet access point in the world. The plant equipment primarily consists of a grizzly hopper, conveyors, trommels, high gravity bowls, sand screw, and a variety of pumps, cyclones and small equipment. The Company currently plans to rent or lease earth moving equipment including bull dozers, haul trucks, excavators, front end loaders and other smaller pieces. The plant is serviced via power lines provided by NV Energy and via two water wells that the Company owns.

In general, the operations will require the excavation of the gravel within the prospect. Typically, the vegetation and minor soil cover will be stripped and side cast for future reclamation. The mineral deposit bearing gravel will be dug with an excavator until bedrock is reached and then hauled to the screen site. The screening plant area is about four miles away from the mine site. The plant site is equipped with two functioning wells for process water and is connected to the power grid. The screening plant is located on fee simple land owned by the company.

During 2012 the Company screened approximately 57,553 tons from the stockpile and newly mined gravels, in approximately 320 operating hours, and sold approximately 102 ounces of gold.

Through December 31, 2012 the Company has invested approximately $11,112,339 into NRG.

Because the definitions of “reserves”, “proven reserves” and “probable reserves” under the Industry Guide 7 of the SEC have specific requirements to be satisfied before there may be disclosure of reserve estimates, the Company is without known reserves.

Fernley Gold, Inc.

Fernley Gold, Inc. entered into a lease agreement in 2004 for the right to mine the property and claims known as Butcher Boy and Teddy. The property and claims are located 34 miles east of Reno, Nevada, just off highway I-80. The area known for placer gold mineral deposits, and commonly referred to as the Olinghouse Placers, has a rich mining history. The lease includes two water wells and water rights. The Company is required to make monthly lease payments to the property owner and annual BLM fees in order to keep the project in good standing.

Location

The property is accessible from the junction of paved State Route 34 (447) approximately 1.5 miles north-west of the town of Wadsworth, Nevada, onto a county-maintained gravel road which runs several miles west into the Olinghouse Canyon. The mine access road begins at the midpoint of the Olinghouse road heading north approximately two miles to the site.

Regional Geology

The area is dominated by the Pah Rah mountain range which has reliefs of 6,000 feet above sea level. Frankfree Canyon drains the portion of the range immediately to the west of the mine site. Frankfree Canyon opens into an alluvial fan which spreads to the east and extends down slope for about two miles to the mine site, and then it continues to the Truckee River some five miles below the mine site. The mine is located at 4,600 feet above sea level.

The district lies within the Walker Lake structural zone, a major right-lateral shear zone that extends for several hundred miles from Southern California to southern Oregon, and is several miles wide. The Walker Lake represents the western margin of the Basin and Range structural province. Large alluvial fans including Frankfree Canyon were shed off the fault-block ranges as they were uplifted.

The Butcher Boy placer mine is hosted by a distinctive conglomerate sequence of pliopleistocene age. This conglomerate sequence was derived from erosion of the Olinghouse mining district where free gold occurs in quartz veins in prophylitized volcanic rocks.

The mine unit that hosts the gold ore was deposited on a bedrock of clay-altered volcanic rocks similar to those exposed in the lower foothills above the mine. Drilling and mining have shown the bedrock to be clay-altered almost everywhere in the mine area; occasional areas of silicification of the bedrock occur.

The mine unit is overlain by an overburden sequence that varies from 12–30’ in thickness.

Exploration

Previous Drilling: During the late 1930s Goldhill Dredging, and in the 1980s Southern Pacific completed extensive drilling and very accurate testing of the deposit. The purpose of this drilling was to delineate the placer gold reserves present. About one half of the holes penetrated the gravel to the bedrock. The maximum hole depths were on the order of 120 feet below the surface. Drill holes within the area of the deposit were located on the least 100’ centers and 100’ line spacing.

In the 1960s, Watts, Griffith, and McQuat, a Canadian consulting firm, drilled several 30” diameter holes in the central ore body.

The most recent drilling was performed by New Gold and American Resources by Vaughn Construction in the late 1980s and early 1990s.

In 2006, the Company dug and sampled trenches on the property to confirm the gold grade of the reports from drilling in the 1980s and 1990’s.

Pilot Mountain Resources Inc.

In August 2005, Pacific Gold Corp. established Pilot Mountain Resources Inc. which then acquired Project W. Project W is primarily a tungsten project located in Mineral County, Nevada. Elevated tungsten values occur throughout the area, and there are known mineral resources within the claim area. The property is located approximately 21 miles east of the town of Mina with access through an all-weather, county-maintained gravel road and a network of further trails. Mina is 168 miles southeast of Reno on Route 95. The claims are located at an average elevation of 6,500 feet.

The terms of the acquisition of Project W call for Pilot Mountain Resources Inc. to pay to Platoro West a 2% gross royalty on all mineral sales from Project W. In addition to the claims, Pilot Mountain Resources Inc. received copies of previously prepared working documents and reports regarding Project W. Subsequent to a legal settlement in 2011, Pilot Mountain Resources, Inc. has agreed to pay 15% of proceeds collected from the sale of Project W to Platoro West.

On February 10, 2011, Pilot Mountain Resources Inc. entered into an Option and Asset Sale Agreement ("Agreement") with Pilot Metals Inc., a subsidiary of Black Fire Minerals of Australia, whereby Pilot Metals has secured an option on the Project W Tungsten claims.

The basic monetary terms of the Agreement call for Pilot Metals to pay PMR $50,000 for a 100 day due diligence period on the mining claims. Within the initial 100 day option period, Pilot Metals has the right to exercise an additional 24 month option on the claims by paying a further $450,000. During the 24 month option period, Pilot Metals may conduct physical due diligence work including sampling, drilling or any other work on the claims it deems necessary.

At any point prior to the conclusion of the 24 month option period, Pilot Metals may exercise an option and election to either purchase 100% of the claims, for $1,500,000, paid as three annual installments of $500,000 each, and an additional $1,000,000 payment on the commencement of commercial mining operations, or Pilot Metals may elect to enter into a joint venture with Pilot Mountain Resources for the mining claims by paying a further $1,000,000 to PMR paid as two annual $500,000 installments, with each company owning 50% of the joint venture.

On May 12, 2011, Pilot Mountain Resources Inc. agreed with Pilot Metals Inc., to extend by 100 days the diligence period.

On September 9, 2011 Pilot Mountain Resources, Inc., received official notice and payment of $450,000, from Pilot Metals that it was electing to exercise its 24 month option, to purchase or joint venture the Project W claims.

In 2012, Pilot Metals continued work on its evaluation of Project W. The Company has received regular reports from management at Project W during the quarter. Pilot Metals reported that the resource estimate appears to be 36% larger than their original estimates. Additionally, Pilot Metals has begun working on their Metallurgical review and Scoping study.

Overview

Project W is primarily a tungsten project located in Mineral County, Nevada. Elevated tungsten values occur throughout this area, and there are known mineral resources within the claim area. The claims are located at an average elevation of 6,500 feet.

The property is located approximately 21 miles east of the town of Mina with access through an all-weather, county-maintained gravel road and a network of further trails. Mina is 168 miles southeast of Reno on Route 95.

The company has claims within the project area covering approximately 900 acres.

History

Project W encompasses three distinct occurrences of tungsten mineral deposit – Desert Scheelite, Gunmetal and Garnet. During the 1970s and early 1980s, diamond drilling conducted by both the Duval Corporation and Union Carbide Corporation resulted in these three principal areas being delineated. Reports addressing the occurrences of tungsten mineral deposit and estimates of resources of Project W have been written by personnel of Duval Corporation, Union Carbide Corporation and independent consultants including Kaiser Engineers, Inc. and David S. Robertson and Associates. Pilot Mountain Resources Inc. has access to these reports through its agreement with Platoro West Incorporated.

In 1981, the project was the subject of a feasibility study undertaken by Kaiser Engineers Inc. While the study concluded that a combination of open-pit and underground mining would return an acceptable profit, the tungsten market collapsed shortly thereafter and the project remained idle until the demise of the Metals and Mining Division of Union Carbide during the late 1980s.

Geology

The tungsten ore occurs principally in the form of the mineral scheelite within garnetiferous tactites adjacent to contacts of quartz monzonite and granodiorite intrusions. The tactites are genetically related to the intrusives and are products of metasomatically altered carbonate rocks of the upper Luning Formation which locally contain potentially important amounts of sphalerite, chalcopyrite, molybdenite and argentiferous galena.

Project W is composed essentially of layered rocks of the Permian to Lower Jurassic ages which have a combined maximum thickness of over 20,000 feet. The oldest unit exposed on the property is the Mina Formation which consists principally of chert, sandy argillite and a number of tuffaceous units which are exposed as high, jagged cliffs to the south of the Desert Scheelite tungsten occurrence across a prominent fault scarp. The Mina Formation is overlain by the Luning Formation, the host unit for the tungsten mineral deposit on the property. The Luning Formation is made up of three, equally thick members with a collective thickness of approximately 8,000 feet. The upper member consists predominantly of limestone and to a much lesser extent, fine grained clastic sediments. The middle member is composed of a uniform sequence of conglomerates, quartzites and mudstones and the lower member consists of carbonate and clastic sediments. Most of the known tungsten occurrences and deposits on the property are confined to the upper member of the Luning Formation.

The tactites, metasomatic replacement bodies which host the tungsten occurrences on the property, are stratigraphically controlled and generally are proximal to quartz monzonite and/or granodiorite intrusives. Two groups of tactites are recognized: a dark-colored, iron-rich, brown garnet group, which hosts most of the tungsten mineral deposit, and a light-colored, low-iron group which contains tan-colored garnets. The tactites generally occur in a number of parallel horizons. Scheelite is the only significant tungsten-bearing mineral on the property. It is yellow in color and can contain minor amounts of molybdenum.

Pacific Metals Corp.

4,889,117 shares of Pacific Metals Corp. were distributed as a dividend to shareholders of the Company at a ratio of 1 share of Pacific Metals for each 420 shares of the Company owned as of Nov 1, 2012.

The Company owns 24 unpatented lode mining claims in San Juan and Dolores Counties, Colorado immediately southeast of Bolam Pass.

Description and Location

The claims are located at an elevation of 11,000 feet above mean sea level and are accessible by a dirt road that is maintained during the summer months by the United States Forest Service. The property, which is referred to as the Graysill Property, encompasses the historic Graysill Mine, a past producer of vanadium and uranium ore.

The property is underlain by a gently dipping assemblage of Paleozoic and Mesozoic sedimentary rocks within which vanadium and uranium occurs in many of the rock units in a stratabound manner, exhibiting little or no apparent relationship to regional structural trends. Although vanadium and uranium occurrences are ubiquitous and are known to exist in over 20 distinctly different sedimentary units in the vicinity of the property of American Uranium, the Pennsylvanian-Permian Rico Formation and the Upper Jurassic Entrada Sandstone are the only formations which have been mined previously for vanadium and uranium. Most of the past production has come from the Entrada Sandstone. Historically, there have been a number of uraniferous vanadium deposits developed in the Entrada Sandstone along a sinuous trend extending in a north-south direction for over 100 miles. This trend coincides with a major structural feature representing a transitional zone between the Colorado Plateau and the Southern Rocky Mountain physiographic provinces.

History

During the past 50 years, the general region within which the property is located has been subjected to several periods of extensive exploration. The major programs were carried out by Vanadium Corporation of America during the late 1940's and early 1950's, and by Atlas Corporation in the late 1970s. Although the collective efforts of these companies resulted in the discovery and definition of significant, high grade vanadium reserves containing a high incidence of uranium, a major decline in the market for these commodities in the early 1980s eliminated all interest in the area at that time.

Concurrent with the height of exploration, uranium mining in the project area was initiated on a small scale in the 1940s and peaked in the late 1950s. Sporadic production of vanadium and uranium continued into the 1970s. Incomplete production records from the Graysill Mine, the largest producer in the area, indicate that a total of 32,000 tons yielding approximately 52,000 pounds of uranium oxide and in excess of 1.5 million pounds of vanadium pentoxide were produced before the mine ceased operations because of low vanadium and uranium prices.

Regulation

The exploration and development of a mining prospect is subject to regulation by a number of federal and state government authorities. These include the United States Environmental Protection Agency and the Bureau of Land Management, as well as the various state environmental protection agencies. The regulations address many environmental issues relating to air, soil and water contamination and apply to many mining related activities including exploration, mine construction, mineral extraction, ore milling, water use, waste disposal and use of toxic substances. In addition, we are subject to regulations relating to labor standards, occupational health and safety, mine safety, general land use, export of minerals and taxation. Many of the regulations require permits or licenses to be obtained and the filing of Notices of Intent and Plans of Operations, the absence of which or inability to obtain will adversely affect the ability for us to conduct our exploration, development and operation activities. The failure to comply with the regulations and terms of permits and licenses may result in fines or other penalties or in revocation of a permit or license or loss of a prospect.

We must comply with the annual staking and patent maintenance requirements of the States of Nevada and Oregon and the United States Bureau of Land Management. We must also comply with the filing requirements of our proposed exploration and development, including Notices of Intent and Plans of Operations. In connection with our exploration and assessment activities, we have pursued necessary permits where exemptions have not been available although, to date, most of these activities have been done under various exemptions. We will need to file for water use and other extractive-related permits in the future.

Competition

We expect to compete with many mining and exploration companies in identifying and acquiring claims with gold mineral deposit. We believe that most of our competitors have greater resources than us. We also expect to compete for qualified geological and environmental experts to assist us in our exploration of mining prospects, as well as any other consultants, employees and equipment that we may require in order to conduct our operations. We cannot give any assurances that we will be able to compete without adequate financial resources.

Employees

Pacific Gold has two employees who are the executive officers and Nevada Rae Gold has about 5 employees, who are the on-site management, and security. From time to time we hire heavy machinery operators, geological experts, engineers and other operations consultants and independent contractors and laborers, for differing periods to facilitate the implementation of our business plan.

ITEM 1A. RISK FACTORS

We have placed our Black Rock Canyon Mine into production without first establishing mineral Reserves, as defined by SEC Industry Guide 7, supported by a technical report or a feasibility study. Historically such projects have a much higher risk of economic or technical failure.

ITEM 1B. UNRESOLVED STAFF COMMENTS

N/A

ITEM 2. DESCRIPTION OF PROPERTY

All mining claims owned or leased by Pacific Gold Corp. and its subsidiaries are federal mining claims under the jurisdiction of the BLM and/or the U.S. Forest Service. The claims are valid for one year and require a renewal prior to September 1st of each year.

Pacific Gold Corp.

The head office of Pacific Gold is located at 555 Richmond Street West Suite 602, Toronto Ontario, M5V3B1. Pacific Gold is using office space provided by its CEO on a gratis basis.

Nevada Rae Gold, Inc.

Nevada Rae Gold, Inc. has staked 67 placer claims and 13 lode claims (BLM file no. NMC851395 and NMC0927489) covering approximately 1,340 acres in Lander County, Nevada. The Company also owns 13.67 acres of land in Lander County, Nevada.

In addition, the Company has leased approximately 440 acres of privately owned land adjacent to its staked prospects from Bullion Monarch Mining, by lease dated October 1, 2003. Nevada Rae paid an advance royalty of $7,500 for the first year, which amount is increased by $2,500 in each of the next five years to be $20,000 in the sixth year. For the last four years of the lease, the advance royalty is $20,000 per year. If the lease is renewed, the annual advance royalty is $20,000. The advance royalty is credited to and recoverable from the production rental amounts. The royalty is the greater of a 4% net smelter royalty or $0.50 per yard of material processed. The lease is for 10 years with a renewal option for another 10 years.

In 2011 Nevada Rae Gold (“NRG”) entered into a lease agreement to lease a 100% interest in 45 mining claims (BLM file no. NMC93181) covering approximately 2,000 acres in Lander County, Nevada. The lease calls for NRG to pay the claim owners a gross royalty of 4% on gold sales or $0.50 per yard of gravels mined, whichever is greater. NRG will be required to make annual minimum advance royalty payments of $20,000. The term of the lease is for 10 years with an option for NRG to extend the term for a further 10 years.

Mining production information for the year 2012 is described under Item 1 – Operating Subsidiaries – Nevada Rae Gold, Inc.

Fernley Gold, Inc.

Fernley Gold leased 640 acres, including 35 placer claims (BLM file no. NMC48238 and NMC242196), with the exclusive right to mine for placer, lode and other minerals and metals, located 34 miles east of Reno, Nevada. The lease includes two water wells and water rights. The initial agreement is for a period of five years, with Fernley Gold having the exclusive right to renew the lease on the existing terms. Fernley Gold made a one-time payment of $10,000 to acquire the lease, followed by two quarterly payments of $500, and currently makes payments of $1,000 each month. The monthly payments are applied towards the royalty fees that will become due to the Lessor. According to the royalty fee structure, the Company will pay 6% of the gross value of the recovered ore, less smelter expenses, when the price of spot gold is below $400 per ounce on the world market. When gold is above the $400 threshold, the Company will pay a 10% royalty.

Pilot Mountain Resources, Inc.

The company owns 45 lode claims (BLM file no. NMC 111111) that were purchased in August 2005, within the project area covering approximately 900 acres. In connection with its acquisition of the claims, Pacific Gold and Pilot Mountain are required to pay Platoro West Incorporated a 2% gross royalty on all mineral sales from the project.

Pacific Metals Corp.

The company has staked 24 federal lode mining claims in Delores and San Juan Counties, Colorado (BLM file no. 259280) covering approximately 480 acres immediately southeast of Bolam Pass.

ITEM 3. LEGAL PROCEEDINGS

On March 8, 2012, Pacific Gold Corp. (the “Company”) received a complaint that was filed in the United States District Court in Newark New Jersey, Case number 2:12-cv-01285-ES-CLW entitled Black Mountain Equities Inc. v. Pacific Gold Corp. The claimant seeks monetary damages of $445,090.90 based on an assertion that the exercise price of a warrant, issued on February 27, 2007, that it holds, and that the claimant purchased just prior to the warrants expiration, was not properly adjusted and that the Company's refusal to issue the shares underlying the warrant on exercise of the warrant at the asserted adjusted price. The Company has denied all allegations; has denied that the price adjustment provision of the Warrant, as asserted by the plaintiff, was triggered; and intends vigorously to defend against the claims asserted in the action. The Company has also asserted counterclaims against Black Mountain Equities, YA Global Investments and its investment manager, Yorkville Advisors, LLC, seeking a declaratory judgment that the Warrant was not exercisable; seeking the Company's attorneys’ fees and costs in the litigation; and asserting claims against YA Global and Yorkville Advisors relating to YA Global's (Cornell Capital's) claimed bad faith exercise of its conversion rights under the February 27, 2007 Secured Convertible Debenture. During the third quarter of 2012 discovery requests began. Black Mountain Equities filed for injunctive relief in May 2012 and the injunction arguments were heard in October 2012. The plaintiff’s injunction was denied. In early 2013 the plaintiff, Black Mountain Equities filed a motion to withdraw its claims with prejudice. The Company is still pursuing its counterclaims against the plaintiffs.

From time to time the Company is involved in minor trade, employment and other operational disputes, none of which have or are expected to have a material impact on the current or future financial statements or operations.

ITEM 4. MINE SAFETY DISCLOSURE

Mine

/Operating

Name

MSHA ID

Section

104

S & S

Citations

(#)

Section

104 (b)

Orders

(#)

Section

104(d)

Citations

& Orders

(#)

Section

110(b)(2)

Violations

(#)

Section

107 (a)

Orders

(#)

Value of

MSHA

Assessments

Proposed

($)

Mining

Facilities

(#)

Received

Notice of

Pattern of

Violations

Section

104 (e)

(Yes / No)

Received

Notice of

Potential

to have

Pattern

Under

Section

104 (e)

(Yes / No)

Legal

Actions

Pending

as of

Last

Day of

Period

(#)

Legal

Actions

Initiated

During

Period

(#)

Legal

Actions

Resolved

During

Period

(#)

Black Rock Canyon /

2602572

The Black Rock Canyon mine received 7 S&S citations for the year ended December 31, 2012. The mine staff worked diligently to fix these citations and all were terminated within seven days of being issued.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

Market for Common Stock

The common stock is traded in the over-the-counter market and quoted on the OTC Pink Market under the symbol "PCFG".

Our common shares are designated as “penny stock”. The SEC has adopted rules (Rules 15g-2 through l5g-6 of the Exchange Act), which regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are any non-NASDAQ equity securities with a price of less than $5.00, subject to certain exceptions. The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer’s account, to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a stock that is subject to the penny stock rules. Since our common shares are subject to the penny stock rules, persons holding or receiving such shares may find it more difficult to sell their shares. The market liquidity for the shares could be severely and adversely affected by limiting the ability of broker-dealers to sell the shares and the ability of shareholders to sell their stock in any secondary market.

The trading volume in the common stock has been and is extremely limited. The limited nature of the trading market can create the potential for significant changes in the trading price for the common stock as a result of relatively minor changes in the supply and demand for common stock and perhaps without regard to our business activities.

The market price of our common stock may be subject to significant fluctuations in response to numerous factors, including: variations in our annual or quarterly financial results or those of our competitors; conditions in the economy in general; announcements of key developments by competitors; loss of key personnel; unfavorable publicity affecting our industry or us; adverse legal events affecting us; and sales of our common stock by existing stockholders.

Subject to the above limitations, we believe that during the eight fiscal quarters preceding the date of this filing, the high and low sales prices for the common stock during each quarter are as set forth in the table below (such prices are without retail mark-up, mark-down, or commissions):


QUARTER ENDED	HIGH		LOW
December 31, 2012	$	.0048	$	0.0002
September 30, 2012		.014		.003
June 30, 2012		.0193		.0071
March 31, 2012		.022		.014
December 31, 2011		.05		.01
September 30, 2011		.08		.03
June 30, 2011		.04		.02
March 31, 2011		.04		.02

Holders

As of March 25, 2013 the Company believes that there are well over 7,000 shareholders of record and beneficial holders of our common stock who hold through brokerage and similar accounts.

Dividends

We have not paid any cash dividends to date. We can give no assurance that our proposed operations will result in sufficient revenues to enable profitable operations or to generate positive cash flow. For the foreseeable future, we anticipate that we will use any funds available to finance the growth of our operations and that we will not pay cash dividends to stockholders. The payment of cash dividends, if any, in the future is within the discretion of the Board of Directors and will depend on our earnings, capital requirements, restrictions imposed by lenders and financial condition and other relevant factors.

We have made a distribution of shares of common stock of Pacific Metals Corp., currently a partially owned subsidiary. The distribution was in the nature of a dividend of 24% of Pacific Metals Corp, at the rate of 1 share of Pacific Metals Corp. for each 420 shares of Pacific Gold Corp., effective on October 29, 2012. The dividend of shares in this manner is not a regular event.

Securities authorized for issuance under equity compensation plans


Plan Category	Plan Name	Number of securities to be issued upon exercise of outstanding warrants, options and rights.	Weighted Average exercise price of outstanding warrants, options and rights.	Number of Securities Remaining available for future issuance under equity compensation plans.
	2006 Equity Performance Plan	10,000,000	N/A	1,410,879
	2007 Equity Performance Plan	20,000,000	N/A	4,175,000
Totals:		33,000,000	N/A	5,667,166

Recent Sales of Unregistered Securities

During the fourth quarter of 2012 upon conversion of outstanding debt, Pacific Gold issued from time to time an aggregate of 42,831,835 shares of common stock at a conversion price ranging between $0.000055 to $0.002145 in transactions qualifying under Section 4(2) of the Securities Act to accredited investors.

ITEM 6. SELECTED FINANCIAL DATA

N/A

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.

Management is currently unaware of any trends or conditions other than those mentioned in this management's discussion and analysis that could have a material adverse effect on the Company's consolidated financial position, future results of operations, or liquidity. However, investors should also be aware of factors that could have a negative impact on the Company's prospects and the consistency of progress in the areas of revenue generation, liquidity, and generation of capital resources. These include: (i) variations in revenue, (ii) possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the Company seek to do so, (iii) increased governmental regulation, (iv) increased competition, (v) unfavorable outcomes to litigation involving the Company or to which the Company may become a party in the future and (vi) a very competitive and rapidly changing operating environment.

The risks identified here are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the Company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.

The financial information set forth in the following discussion should be read with the financial statements of Pacific Gold included elsewhere herein.

Financial Condition and Changes in Financial Condition

Overall Operating Results:

The Company had revenues from the sale of gold for the year ended December 31, 2012 of $165,816 with a negative gross margin of $406,656.

Operating expenses for the year ended December 31, 2012 totaled $2,244,134. The Company incurred labor costs associated with the various mining activities. Labor costs were $381,389 for the year. Equipment operating costs, tools and materials of $329,846 were incurred primarily to prepare the plant and equipment at Black Rock Canyon for operations. Legal and professional fees of $334,534 were incurred for services performed with respect to acquisitions and mining prospect evaluation, as well as SEC reporting compliance and accounting fees. The Company also incurred expenses related to geological studies, fieldwork, site visits, preparation of mining permit applications and consulting fees of $45,003. Advertising and public relations expenses totaled $126,237. Interest expense totalled $1,300,028 for the year; of this amount, $978,896 was a non-cash expense that included amounts for interest on the Convertible Debentures that were not paid out in cash, $321,133 was interest accrued on debt and interest expensed for late fees on trade payables. The remaining expenses relate to office, general administrative and stock transfer agent fees. We believe we will incur substantial expenses for the near term as we build up operations at the Black Rock Canyon Mine and progress with our evaluations of future mining prospects.

The Company had revenues from the sale of gold for the year ended December 31, 2011 of $121,401 with a negative gross margin of $228,089.

Operating expenses for the year ended December 31, 2011 totaled $1,507,326. The Company incurred labor costs associated with the various mining activities. Labor costs were $295,989 for the year. Equipment operating costs, tools and materials of $269,989 were incurred primarily to prepare the plant and equipment at Black Rock Canyon for operations. Legal and professional fees of $172,148 were incurred for services performed with respect to acquisitions and mining prospect evaluation, as well as SEC reporting compliance and accounting fees. The Company also incurred expenses related to geological studies, fieldwork, site visits, preparation of mining permit applications and consulting fees of $110,891. Advertising and public relations expenses totaled $14,880. Interest expense totalled $289,222 for the year; of this amount, $20,940 was a non-cash expense that included amounts for interest on the Convertible Debentures that were not paid out in cash, $255,693 was interest accrued on debt and $12,589 was interest expensed for late fees on trade payables. The remaining expenses relate to office, general administrative and stock transfer agent fees. We believe we will incur substantial expenses for the near term as we build up operations at the Black Rock Canyon Mine and progress with our evaluations of future mining prospects.

Liquidity and Capital Resources:

Since inception to December 31, 2012, we have funded our operations from the sale of securities, issuance of debt and loans from a shareholder.

As of December 31, 2012, our assets totaled $1,453,842, which consisted primarily of mineral rights, land and water rights, and related equipment. Our total liabilities were $15,063,307 which primarily consisted of note payable to a shareholder of $1,471,106, accounts payable and accrued expenses of $1,325,250, convertible notes of $408,083, derivative liability of $10,605,454, and promissory notes of $1,121,175. We had an accumulated deficit of $43,808,334 and a working capital deficit of $13,532,857 at December 31, 2012.

For the year ended December 31, 2012, the convertible note holders have converted $3,539,857 in principal and $28,699 in accrued interest on the Convertible notes. An additional $1,492,200 was assigned to the convertible notes and additional $236,500 in proceeds received as discussed in note 7 to the financial statements. The face value of the notes including accrued interest at December 31, 2012 was $408,083. The conversion rate of the notes is discussed in Note 7 to the financial statements.

For the year ended December 31, 2012, the Company issued additional $1,513,700 in promissory notes to non–related party. The promissory notes are due on January 2, 2014. Interest expense on the promissory notes accrues at a rate of 10% per annum. Interest accrued on the notes for the year ended December 31, 2012 was $99,328. At December 31, 2012 the balance on the promissory notes was $1,170,456 including accrued interest, representing promissory notes owed to two individual debt holders.

For the year ended December 31, 2012, the Company has made payments of $68,562 towards related party notes payable. The remaining balance of $106,234 as at September 28, 2012 was converted into 84,986,808 shares of common stock.

Our independent auditors, in their report on the financial statements, have indicated that the Company has experienced recurring losses from operations and may not have enough cash and working capital to fund its operations beyond the very near term, which raises substantial doubt about our ability to continue as a going concern. Management has made a similar note in the financial statements. As indicated herein, we have need of capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our expenses of operations. Unless the company is able to raise working capital, it is likely that the Company either will have to cease operations or substantially change its methods of operations or change its business plan.

New Accounting Pronouncements

Pacific Gold does not expect the adoption of recently issued accounting pronouncements to have a significant impact on Pacific Gold’s results of operations, financial position, or cash flow.

Critical Accounting Principals

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 470-20, Debt – Debt with Conversion and Other Options, to account for its convertible debentures. The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that have conversion features at fixed or adjustable rates and records the fair value of warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to paid-in-capital. The Company calculates fair value using the Black-Scholes valuation method using assumptions pertinent to the warrants or convertible note.

The derivative liability related to convertible notes and warrants arises because the conversion price of the Company’s convertible notes is discounted from the market price of the Company’s common stock. Thus, the number of shares that may be issued upon conversion of such notes is indeterminate, which gives rise to the possibility that the Company may not be able to fully settle its convertible note and warrant obligations by the issuance of common stock. The Company has adjusted the derivative liability to fair value at each date that a note is converted and at each reporting date using the Black-Scholes valuation model. Adjustments in fair value arising because of changes in the market conditions are recorded as a gain or loss. To the extent the derivative liability is reduced as a consequence of the conversion of notes or the exercise of warrants, such reduction is recognized as additional paid-in-capital.

The Company records stock-based compensation according to the provisions of ASC Topic 718, Compensation – Stock Compensation, which requires fair value compensation cost relating to share based payments be recognized in the financial statements. Fair value is measured at the grant date and recorded at the fair value of the award. Stock options are measured using the Black-Scholes valuation model.

Off Balance Sheet Arrangements

None.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

TABLE OF CONTENTS


Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2012 and 2011	F-2
Consolidated Statements of Operations for the years ended December 31, 2012 and December 31, 2011	F-3
Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2012 and December 31, 2011	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2012 and December 31, 2011	F-5
Notes to Consolidated Financial Statements	F-6

Silberstein Ungar, PLLC CPAs and Business Advisors

Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.sucpas.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Pacific Gold Corp.

Las Vegas, Nevada

We have audited the accompanying consolidated balance sheets of Pacific Gold Corp., as of December 31, 2012 and 2011, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Pacific Gold Corp., as of December 31, 2012 and 2011 and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that Pacific Gold Corp. will continue as a going concern. As discussed in Note 13 to the consolidated financial statements, the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 13. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Silberstein Ungar, PLLC

Silberstein Ungar, PLLC

Bingham Farms, Michigan

April 11, 2013

F-1


Pacific Gold Corp.
Consolidated Balance Sheets

	December 31,		December 31,
	2012		2011

ASSETS
Current Assets:
Cash and Cash Equivalents	$	12,198	$	103,454
Accounts Receivable		-		18,844
Inventory		-		288,982
Prepaid Expenses		9,778		10,730
Total Current Assets		21,976		422,010
Mineral Rights, Plant and Equipment
Mineral rights, net		650,164		570,411
Plant and Equipment, net		470,677		524,789
Water Rights and Wells		90,000		90,000
Land		13,670		13,670
Total Mineral Rights, Plant and Equipment, net		1,224,511		1,198,870
Intangibles
Total Intangibles, net		9,417		-
Other Assets:
Deposits		-		3,524
Reclamation Bond		197,938		196,780
Total Other Assets		197,938		200,304
TOTAL ASSETS	$	1,453,842	$	1,821,184

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable	$	1,060,894	$	655,230
Accrued Expenses		264,357		780,033
Notes Payable - Related Parties		-		414,606
Convertible Notes, Net		408,083		30,575
Accrued Interest - Convertible Note		45,589		4,027
Derivative Liability		10,605,454		100,699
Accrued Interest - Promissory Notes		49,281		143,145
Promissory Notes		1,121,175		1,244,900
Total Current Liabilities		13,554,833		3,373,215
Long Term Liabilities:
Accrued Interest		37,368		108,521
Notes Payable		1,471,106		1,223,031
Total Liabilities		15,063,307		4,704,767
Stockholders' Deficit:
Preferred Stock - $0.001 par value; 5,000,000 shares authorized, no shares outstanding at December 31, 2012 and December 31, 2011		-		-
Common Stock - $0.0000000001 and $0.001 par value; 3,000,000,000 shares authorized, 144,770,119 and 38,768,733 shares issued and outstanding at December 31, 2012 and December 31, 2011 respectively		-		38,769
Additional Paid-in Capital		30,201,102		24,262,830
Non - Controlling Interests		(2,233)		-
Accumulated Deficit		(43,808,334)		(27,185,182)
Total Stockholders' Deficit		(13,609,465)		(2,883,583)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,453,842	$	1,821,184

See accompanying notes to the consolidated financial statements

F-2


Pacific Gold Corp.
Consolidated Statements of Operations

	Years Ended
	December 31,		December 31,
	2012		2011
Revenue:
Total Revenue	$	165,816	$	121,401
Production Costs
Production Costs		421,284		196,508
Depreciation		151,188		152,982
Gross Margin		(406,656)		(228,089)

Operating Expenses:
General and Administrative		2,112,981		1,203,014
Inventory Write Down		131,153		304,312
Total Operating Expenses		2,244,134		1,507,326

Net Loss from Operations		(2,650,790)		(1,735,415)

Other Income (Expenses)
Gain (Loss) on Extinguishment of Debt		(975,770)		16,894
Foreign Exchange Gain (Loss)		(1,053)		(10,410)
Amortization of Debt Discount		(1,655,208)		(170,575)
Interest Expense		(1,300,028)		(289,222)
Other Income		6,781		518,564
Gain on Sale of Assets		10,000		13,511
Change in Fair Value of Derivative Liability		(10,059,317)		274,377
Total Other Income (Expenses)		(13,974,595)		353,139
Net Loss Before Non-Controlling Interests		(16,625,385)		(1,382,276)
Less: Loss Attributable to Non – Controlling Interests		(2,233)		-
Net Loss	$	(16,623,152)	$	(1,382,276)

Basic and Diluted Loss per Share	$	(0.152)	$	(0.037)
Weighted Average Shares Outstanding:
Basic and Diluted		109,033,922		37,448,906

See accompanying notes to the consolidated financial statements

F-3

Pacific Gold Corp.

Consolidated Statement of Stockholders' Deficit

For the Years ended December 31, 2012and 2011


							Additional		Non-
	Common Stock			Preferred Shares			Paid in		Controlling		Accumulated
	Shares	Amount		Shares	Amount		Capital		Interests		Deficit		Total
Balance at January 1, 2011	37,186,656	$	37,187	-	$	-	$	23,246,020	$	-	$	(25,802,906)	$	(2,519,699)

Stock issued for Mineral Rights	50,000		50	-		-		19,950		-		-		20,000
Conversion of Notes Payable	1,432,077		1,432	-		-		936,960		-		-		938,392
Stock issued for Settlement Payment	100,000		100	-		-		59,900		-		-		60,000
Net loss	-		-	-		-		-		-		(1,382,276)		(1,382,276)

Balance at December 31, 2011	38,768,733	$	38,769	-	$	-	$	24,262,830	$	-	$	(27,185,182)	$	(2,883,583)

Conversion of Notes Payable	80,253,767		-	-		-		5,214,463		-		-		5,214,463
Stock Issued for Accrued Liabilities	25,497,619		-	-		-		637,440		-		-		637,440
Stock issued for Services	250,000		-	-		-		47,600		-		-		47,600
Reduction in Par Value			(38,769)					38,769
Net loss	-		-	-		-		-		(2,233)		(16,623,152)		(16,625,385)

Balance at December 31, 2012	144,770,119	$	-	-	$	-	$	30,201,102	$	(2,233)	$	(43,808,334)	$	(13,609,465)

See accompanying notes to the consolidated financial statements

F-4


Pacific Gold Corp.
Consolidated Statements of Cash Flows

	Years Ended
	December 31, 2012		December 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(16,623,152)	$	(1,382,276)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
Depreciation and Depletion		151,188		152,982
Loss Attributable to Non – Controlling Interests		(2,233)
Non-cash Portion of Interest on Convertible Debt		978,896		20,940
Issuance of Stock for Services		47,600		-
Asset Write Down		9,893		989
(Gain) Loss on Sales of Equipment		-		(14,500)
Gain on Extinguishment of Debt		975,770		(16,894)
Amortization of Debt Discount		1,655,208		170,575
Change in Fair Value of Derivative Liability		10,059,317		(274,376)
Changes in:				-
Inventory		288,982		(262,785)
Accounts Receivable		18,844		(18,844)
Prepaid Expenses		952		(10,730)
Accounts Payable		446,571		(129,447)
Accrued Expenses		121,764		169,045
Accrued Interest		319,181		255,693
NET CASH USED IN OPERATING ACTIVITIES		(1,551,219)		(1,339,628)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases and Development of Property and Equipment		(196,141)		(207,690)
Investment in Reclamation Bond		(1,158)		-
Net Change in Deposits		3,524		6,527
Proceeds from Sale of Equipment		-		14,500
NET CASH USED IN INVESTING ACTIVITIES		(193,775)		(186,663)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Related Party Debt		(68,562)		-
Payments on Note Payable		(27,900)		-
Proceeds from Note Payable		-		153,000
Proceeds from Related Party Debt		-		139,886
Proceeds from Promissory Notes		1,513,700		807,427
Proceeds from Convertible Notes		236,500		500,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,653,738		1,600,313

NET CHANGE IN CASH AND CASH EQUIVALENTS		(91,256)		74,022

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		103,454		29,432

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	12,198	$	103,454
Cash paid during the year for:
Interest	$	-	$	-
Income Taxes	$	-	$	-
Non-cash financing and investing activities:
Assignment of Portion of Promissory Note to Convertible Note	$	1,341,900	$	1,000,000
Assignment of Promissory Notes Accrued Interest to Convertible Note	$	150,300	$	-
Conversion of Notes Payable into Common Stock	$	4,101,992	$	938,392
Conversion of Accrued Expenses into Common Stock	$	637,440	$	-
Conversion of Accrued Interest into Common Stock	$	95,796	$	-
Stock Issued for Mineral Rights		-		20,000
Stock Issued for Settlement Payment	$	-	$	60,000
Assignment of Related Party Note to Note Payable	$	239,811	$	-
Accrued Interest added to Note Principal	$	196,541	$	188,185

See accompanying notes to the consolidated financial statements

F-5

Pacific Gold Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012 and 2011

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Pacific Gold Corp. (“Pacific Gold”) was originally incorporated in Nevada on December 31, 1996 under the name of Demand Financial International, Ltd. On October 3, 2002, Demand Financial International, Ltd. changed its name to Blue Fish Entertainment, Inc. On August 5, 2003, the name was changed to Pacific Gold Corp. Pacific Gold is engaged in the identification, acquisition, and development of prospects believed to have gold and tungsten mineral deposits. Through its subsidiaries Pacific Gold currently owns mining claims, property and leases in Nevada and Colorado.

Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31.

Principle of Consolidation

The consolidated financial statements include all of the accounts of Pacific Gold Corp., its wholly-owned subsidiaries, Nevada Rae Gold, Inc., Fernley Gold, Inc., and Pilot Mountain Resources, Inc. and its majority – owned subsidiary Pacific Metals Corp. All significant inter-company accounts and transactions have been eliminated.

Reclassification of Accounts

Certain accounts in the prior period have been reclassified to conform to the current year presentation.

Significant Accounting Principles

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the consolidated financial statements are published, and (iii) the reported amount of net sales, expenses and costs recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of consolidated financial statements; accordingly, actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2012, and 2011, cash includes cash on hand and cash in the bank.

Revenue Recognition

Pacific Gold recognizes revenue from the sale of gold when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collection is reasonably assured, which is determined when it places a sale order of gold from its inventory on hand with the refinery.

Accounts Receivable/Bad Debt

The allowance for doubtful accounts is maintained at a level sufficient to provide for estimated credit losses based on evaluating known and inherent risks in the receivables portfolio. Management evaluates various factors including expected losses and economic conditions to predict the estimated realization on outstanding receivables. As of December 31, 2011 there was no allowance for bad debts.

F-6

Inventories

Inventories are stated at the lower of average cost or net realizable value. Costs included are limited to those directly related to mining. There was no inventory as of December 31, 2012.

The major classes of inventories as of December 31, 2012 and 2011 were:


	December 31, 2012		December 31, 2011
Finished Goods	$	-	$	-
Stockpile Ore		-		288,982
Total	$	-	$	288,982

Property and Equipment

Property and equipment are valued at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 2 to 10 years.

Mineral Rights

All mine-related costs, other than acquisition costs, are expensed prior to the establishment of proven or probable reserves. Reserves designated as proven and probable are supported by a final feasibility study, indicating that the reserves have had the requisite geologic, technical and economic work performed and are legally extractable at the time of reserve determination. Once proven or probable reserves are established, all development and other site-specific costs are capitalized.

Capitalized development costs and production facilities are depleted using the units-of-production method based on the estimated gold which can be recovered from the ore reserves processed. There has been no change to the estimate of proven and probable reserves. Lease development costs for non-producing properties are amortized over their remaining lease term if limited. Maintenance and repairs are charged to expense as incurred.

Intangible Assets

The Company’s Subsidiary, Pacific Metals Inc., has acquired a mining claims database which will be amortized over its estimated useful life of ten years using a straight line method.


Intangibles Assets	December 31, 2012		December 31, 2011
Mining Claims Database	$	10,000	$	-
Accumulated Amortization		(583)		-
Net	$	9,417	$	-

Amortization Expense for the year ended December 31, 2012 and 2011 was $583 and $0, respectively.

For these assets, amortization expense over the next five years is expected to be $5,000.


Year	USD
2013	$	1,000
2014		1,000
2015		1,000
2016		1,000
2017		1,000
	$	5,000

F-7

Impairment of Long-Lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. Pacific Gold assesses recoverability of the carrying value of the asset by estimating the undiscounted future net cash flows, which depend on estimates of metals to be recovered from proven and probable ore reserves, and also identified resources beyond proven and probable reserves, future production costs and future metals prices over the estimated remaining mine life. If undiscounted cash flows are less that the carrying value of a property, an impairment loss is recognized based upon the estimated expected future net cash flows from the property discounted at an interest rate commensurate with the risk involved. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value.

The fair value of an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The present value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset. For Pacific Gold, asset retirement obligations primarily relate to the abandonment of ore-producing property and facilities.

We review the carrying value of our interest in each group of mineral claims owned by our subsidiaries on an annual basis to determine whether impairment has incurred in the claim value. We evaluate the mineral claim values based on one of four criteria; cash flow projection, geological reports, asset sale and option agreements, and comparative market analysis including public market value. Where information and conditions suggest impairment, we write-down these properties to the lowest estimated value based on our evaluation criteria. Our estimate of gold price, mineralized materials, operating capital, and reclamation costs are subject to risks and uncertainties affecting the recoverability of our investment in property, plant, and equipment. Although we have made our best estimate of these factors based on current conditions, it is possible that changes could occur in the near term that could adversely affect our estimate of net cash flows expected to be generated from our operating properties and the need for possible asset impairment write-downs.

Where estimates of future net operating cash flows are not available and where other conditions suggest impairment, we assess if carrying value can be recovered from net cash flows generated by the sale of the asset or other means.

Income taxes

In accordance with ASC Topic 740, Income Taxes, Pacific Gold recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Pacific Gold provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Loss per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the year ended December 31, 2012 potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. As of December 31, 2012 and 2011, the Company had 148,499,072, and 6,000,000, respectively, of potentially dilutive common stock equivalents.

Advertising

The Company expenses advertising costs as incurred. The Company incurred costs of $126,237 and $14,880 for the years ended December 31, 2012 and 2011, respectively.

Environmental Remediation Liability

The Company has posted a bond with the State of Nevada in the amount required by the State of Nevada equal to the maximum cost to reclaim land disturbed in its mining process. The bond requires a quarterly premium to be paid to the State of Nevada Division of Minerals. The Company is current on all payments. Due to its investment in the bond and the close monitoring of the State of Nevada, the Company believes that it has adequately mitigated any liability that could be incurred by the Company to reclaim lands disturbed in its mining process.

F-8

Financial Instruments

The Company’s financial instruments, when valued using market interest rates, would not be materially different from the amounts presented in the consolidated financial statements.

Convertible Debentures

Convertible debt is accounted for under ASC 470, Debt – Debt with Conversion and Other Options. The Company records a beneficial conversion feature (BCF) related to the issuance of convertible debt that have conversion features at fixed or adjustable rates that are in-the-money when issued and records the fair value of warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to paid-in-capital. The Company calculates the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of following ASC Topic 718, except that the contractual life of the warrant is used. Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value is recorded as a debt discount or premium and is amortized over the expected term of the convertible debt to interest expense. For a conversion price change of a convertible debt issue, the additional intrinsic value of the debt conversion feature, calculated as the number of additional shares issuable due to a conversion price change multiplied by the previous conversion price, is recorded as additional debt discount and amortized over the remaining life of the debt.

The Company accounts for modifications of its Embedded Conversion Features in accordance with ASC 470-50, Debt – Modifications and Exchanges, which requires the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the associated debt instrument when the modification does not result in a debt extinguishment pursuant to ASC 470-50-40, Debt – Modification and Exchanges – Extinguishment of Debt.

Derivative Liability Related to Convertible Notes and Warrants

The derivative liability related to convertible notes and warrants is adjusted to fair value as of each date that a note is converted or a warrant is exercised, as well as at each reporting date, using the Black-Scholes pricing model. Any change in fair value between reporting dates that arises because of changes in market conditions is recognized as a gain or loss. To the extent the derivative liability is reduced as a consequence of the conversion of notes or the exercise of warrants, such reduction is recognized as additional paid-in capital as of the conversion or exercise date.

Stock based compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation which requires that the fair value compensation cost relating to share-based payment transactions be recognized in financial statements. Share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized over the employee’s requisite service period, which is generally the vesting period. The fair value of the Company’s stock options is estimated using a Black-Scholes option valuation model. There were no stock options granted during the year ended December 31, 2012 or 2011.

Recently issued accounting pronouncements

Recent accounting updates that the Company has adopted or that will be required to adopt in the future are summarized below.

F-9

On January 1, 2011, the Company adopted updates issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification^TM (ASC) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the consolidated financial statements.

The Company does not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

NOTE 2 – MINERAL RIGHTS

Mineral rights at December 31, 2012 and 2011 consisted of the following:


MINERAL RIGHTS	2012		2011
Nevada Rae Gold – Morris Land	$	269,802	$	221,119
Accumulated Depletion		(381)		(273)
Fernley Gold – Lower Olinghouse		144,308		123,267
Pilot Mountain Resources – Project W		199,820		193,043
Pacific Metals – Graysill Claims		36,615		33,255
	$	650,164	$	570,411

As of December 31, 2012 and 2011, the amount allocated to undeveloped mineral rights was $10,000.

On February 10, 2011, our subsidiary Pilot Mountain Resources Inc. entered into an Option and Asset Sale Agreement ("Agreement") with Pilot Metals Inc., a subsidiary of Black Fire Minerals of Australia, whereby Pilot Metals has secured an option on the Project W Tungsten claims.

The basic monetary terms of the Agreement called for Pilot Metals to pay PMR $50,000 for a 100 day due diligence period on the mining claims. The option payment was received on signing the agreement and recorded as income. Within the initial 100 day option period, Pilot Metals had the right to exercise an additional 24 month option on the claims by paying a further $450,000. During the 24 month option period, Pilot Metals may conduct physical due diligence work including sampling, drilling or any other work on the claims it deems necessary. The right for an additional 24 months option period was exercised and a payment of $450,000 was received on September 9, 2011 and recorded as income.

NOTE 3 – PLANT AND EQUIPMENT

During the years ended December 31, 2012 and 2011, the Company reviewed its equipment requirements and modified its plant.

During the year ended December 31, 2012 the Company purchased equipment for a total cost of $106,280, and wrote off $9,893 of equipment.

During the year ended December 31, 2011, the Company purchased equipment for a total cost of $66,972, and disposed of redundant equipment for total proceeds of $14,500. Accordingly, $14,500 gain on disposal was recorded.

F-10

Plant and equipment at December 31, 2012 and December 31, 2011, consisted of the following:


PLANT AND EQUIPMENT	December 31, 2012		December 31, 2011
Building	$	795,355	$	795,355
Accumulated Depreciation		(590,227)		(507,311)
Equipment		1,007,660		916,582
Accumulated Depreciation		(742,111)		(679,837)
	$	470,677	$	524,789

Depreciation expense was $151,188 and $152,982, for the years ended December 31, 2012 and 2011 respectively.

NOTE 4 – SHAREHOLDER NOTE PAYABLE/RELATED PARTY TRANSACTIONS

On December 2, 2011, $1,000,000 in principal and $91,711 in accrued interest of an unsecured loan from a company owned by the Chief Executive Officer was assigned to a non-affiliate debt holder, as discussed in Note 6 – Promissory Notes. Interest expense on the loan for the year ended December 31, 2012 was $145,009, and $149,066 of total accrued interest balance was added to the note principal. On September 28, 2012, $180,000 in principal and interest on the loan was converted into 144,000,000 shares of the Company. As of December 31, 2012, Pacific Gold owes $1,471,106 in principal on the note. The amount due is represented by a promissory note accruing interest at 10% per year. The note is due on January 2, 2014 and is convertible into shares of common stock of Pacific Gold at $0.02 per share.

Pacific Gold owes its executives $0 and $203,434 in short term notes payable reflected in the accrued expenses for the periods ended December 31, 2012 and December 31, 2011, respectively. These short term notes were interest free and due on demand. On September 28, 2012 the remaining balance on the short term notes was converted into 5,568,316 shares of common stock.

An officer has provided office space to the company without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the consolidated financial statements and accordingly are not reflected herein.

NOTE 5 – PROMISSORY NOTES

During the year ended December 31, 2011, the Company received total proceeds of $807,427 from five individuals for promissory notes issued on April 1, 2011, and were due on December 31, 2013. Interest expense on the promissory notes was accrued at a rate of 10% per annum. Interest accrued on the notes for the year ended December 31, 2011 was $41,242. On October 25, 2011, the company issued 13,050,580 shares of common stock on conversion of the promissory notes, in exchange for retiring $652,527 worth of principal. At December 31, 2011, the balance on the promissory notes was $261,142 including accrued interest, representing a promissory note owed to an individual debt holder, and the remaining $32,627 in accrued interest on the portion of the notes which was converted into common stock of the Company.

On December 2, 2011, $1,000,000 in principal and $91,711 in accrued interest as discussed in Note 4 above are presented as part of the promissory notes in the consolidated financial statements. Interest accrued on the note for the year ended December 31, 2012 and 2011 including interest gifted was $24,335, and $101,903, respectively. At December 31, 2011, and 2012, the balance of the note including accrued interest was $0 and $1,101,903.The note bear interest at the rate of 12% and is due on January 02, 2014. The note and any interest due were convertible into common shares of the Company at a price of $0.02 per share at any time upon demand of the debt holder. During the year ended December 31, 2012, $1,341,900 in principal and $150,300 in accrued interest on the promissory notes were assigned to a third party that is not affiliated with the Company as discussed in Note 7.

During the year ended December 31, 2012, $343,000 in principal was converted into 4,345,000 shares of common stock.

As of December 31, 2012, Pacific Gold owes $1,170,456 in promissory notes.

During the year ended December 31, 2012, the Company received total proceeds of $1,513,700 from non-affiliates. The notes agreements of $1,462,700 of the proceeds accrue interest at a rate of 10% per annum from the date of the agreements. The principal and accrued interest is due on January 2, 2014. $51,000 of the new proceeds was interest free and converted into 2,040,000 shares of common stock.

F-11

A summary of the notes is as follows:


Balance at January 1, 2011	$	90,000
Proceeds Received		807,427
Promissory Note Assigned		1,000,000
Interest Accrued thru December 31, 2011		143,145
Payments thru December 31, 2011		-
Conversions thru December 31, 2011		(652,527)
Balance at December 31, 2011	$	1,388,045

Proceeds Received		1,513,700
Interest Accrued thru December 31, 2012		103,911
Payments thru December 31, 2012		-
Conversions thru December 31, 2012		(343,000)
Assignment of Promissory Note to Convertible Note thru December 31, 2012		(1,492,200)
Balance at December 31, 2012	$	1,170,456

NOTE 6 – FINANCING

Convertible Note

On December 2, 2011, the Company agreed to the assignment of $500,000 in principal amount of an outstanding note, which represents a portion of the note the Company issued to the original debt holder on January 2, 2011. The assignment was to a third party that is not affiliated with the Company. In connection with the assignment, the Company agreed to various modifications of the note for the benefit of the new holder, which enhance and reset the conversion features of the note and change certain other basic terms of the note. As a result of the amendments, the note now (i) has a conversion rate of a 45% discount to the daily VWAP (volume – weighted average price, which is a measure of the average price the stock has traded over the trading horizon) price of the common stock based on a five day period prior to the date of conversion, which rate will be subject to certain adjustments, (ii) has an annual interest rate of 12%, due at maturity, (iii) has a new maturity date of December 2, 2012, (iv) permits prepayment only with a premium of 50% of the amount being repaid, (v) has ratchet protection of the conversion anti-dilution provisions for all future issuances or potential issuances of securities by the Company at less than the then conversion rate, and (vi) has additional default provisions, including additional events of default and an default interest rate of 24.99%. The Company has also agreed that the assigned debt will not be subordinate to new debt, other than purchase money and similar debt, which may have the effect of limiting the company’s access to additional debt capital while the note is outstanding. Based on the above and without taking into account the conversion of any of the interest to be earned or converted, the principal if fully converted represents the potential issuance of 50,000,000 shares, limited to a maximum conversion right at any one time to 4.99% of the then outstanding shares of common stock of the company.

During the year ended December 31, 2012, the Company agreed to the assignment of an additional $987,900 in principal and $150,300 in accrued interest of outstanding promissory notes to the third party under the same terms as discussed above. All convertible notes mature within a year of the notes issuance date.

F-12

A summary of the carrying value of the notes is as follows:


	Note A		Note B	Note C	Note D	Note E	Note F	Note G	Total
	December 2,		January 27,	March 6,	March 30,	April 23,	May 08,	July 18,
Issuance Date	2011		2012	2012	2012	2012	2012	2012
Face Value – Convertible Note	$	500,000	-	-	-	-	-	-	500,000
Add: Relative fair value of :
Derivative Liability		520,940	-	-	-	-	-	-	100,699
Change in and accelerated amortization of derivative liability on conversions		(420,241)	-	-	-	-	-	-	-
Conversions to shares thru December 31, 2011		(140,000)	-	-	-	-	-	-	(400,000)
Unamortized debt discount at December 31, 2011		(329,425)	-	-	-	-	-	-	(329,425)
Accrued Interest to December 31, 2011		4,027	-	-	-	-	-	-	4,027
Carrying amount of convertible note, net on December 31, 2011	$	135,301	-	-	-	-	-	-	135,301

Add: Face Value – Convertible Notes assigned		-	150,000	75,000	162,102	233,098	500,000	18,000	1,138,200
Add: Relative fair value of:
Derivative Liability		-	269,592	166,276	294,731	325,741	761,671	31,082	1,849,093
Change in and accelerated amortization of derivative liability on conversions		(100,699)	(269,592)	(166,276)	(294,731)	(325,741)	9,165,602	607,100	8,615,663
Discount on Note		-	(150,000)	(75,000)	(162,102)	(233,098)	(500,000)	(18,000)	(1,138,200)
Discount amortization thru December 31, 2012		329,425	150,000	75,000	162,102	233,098	383,333	8,250	1,341,208
Interest Accrued thru December 31, 2012		4,473	3,015	1,923	4,912	10,349	39,161	918	64,751
Conversions to shares thru December 31, 2012		(368,500)	(153,015)	(76,923)	(167,014)	(243,447)	(220,000)	-	(1,228,899)
Carrying amount of convertible notes, net on December 31, 2012	$	-	-	-	-	-	10,129,767	647,350	10,777,117

On August 2nd, 2012, September 10, 2012, October 25, 2012, November 09, 2012, and December 05, 2012 a holder of $354,000 in principal amount of debt issued by Pacific Gold Corp. transferred these obligations to a third party. In connection with the transfer, the Company agreed to modify the rate of conversion of principal and interest into shares of common stock to a formula based on the market value of a share of common stock, from time to time. As a result of the modifications the notes had a conversion rate of 47% discount to the market price calculated as the average of the lowest three (3) trading prices for the common stock during the twenty trading day period ending the latest complete trading day prior to conversion date. As of December 31, 2012 the investor has converted $314,000 of debt obligations into 6,230,202 shares of common stock of the Company.

On July 27, 2012, August 29, 2012, September 10, 2012, November 02, 2012, and December 11, 2012 the company issued $53,000, $75,000, $78,500, $37,500, and $32,500, respectively, in convertible notes to the same third party discussed above. The notes are convertible beginning at a date which is one hundred and eighty (180) days following the issuance dates and have a conversion rate of 42% discount to the market price calculated as the average of the lowest three (3) trading prices for the common stock during the ten trading day period ending the latest complete trading day prior to conversion date. Interest at an annual rate of 8% from the issuance date is due at maturity or upon acceleration or by prepayment.

F-13

A summary of the carrying value of the notes is as follows:


	Note A		Note B	Note C	Note D	Note E
	July 27,		August 02,	August 29,	September 10,	September 10,
Issuance Date	2012		2012	2012	2012	2012
Carrying amount of convertible notes, net on December 31, 2011	$	-	-	-	-	-

Face Value – Convertible Note		53,000	150,000	35,000	75,000	78,500
Add: Relative fair value of:
Derivative Liability		-	154,088	-	86,538	-
Accelerated amortization of derivative liability on conversions		-	(154,088)	-	(86,538)	-
Discount on Note		-	(150,000)	-	(75,000)	-
Discount amortization thru December 31, 2012		-	150,000	-	75,000	-
Interest Accrued thru December 31, 2012		1,767	-	933	-	2,093
Conversions to shares thru December 31, 2012		-	(150,000)	-	(75,000)	-
Carrying amount of convertible notes, net on December 31, 2012	$	54,767	-	35,933	-	80,593

	Note F		Note G	Note H	Note I	Note J
	November 02,		October 25,	November 09,	December 05,	December 11,
Issuance Date	2012		2012	2012	2012	2012
Carrying amount of convertible notes, net on December 31, 2011	$	-	-	-	-	-

Face Value – Convertible Note		37,500	40,000	40,000	49,000	32,500
Add: Relative fair value of:
Derivative Liability		-	66,183	123,438	191,755	-
Accelerated amortization of derivative liability on conversions		-	(66,183)	(123,438)	(191,755)	-
Discount on Note		-	(40,000)	(40,000)	(49,000)	-
Discount amortization thru December 31, 2012		-	40,000	40,000	49,000	-
Interest Accrued thru December 31, 2012		500	-	-	-	217
Conversions to shares thru December 31, 2012		-	(40,000)	(40,000)	(9,000)	-
Carrying amount of convertible notes, net on December 31, 2012	$	38,000	-	-	40,000	32,717


	Total
Face Value – Convertible Note		590,500
Add: Relative fair value of:
Derivative Liability		622,001
Accelerated amortization of derivative liability on conversions		(622,001)
Discount on Note		(354,000)
Discount amortization thru December 31, 2012		354,000
Interest Accrued thru December 31, 2012		5,510
Conversions to shares thru December 31, 2012		(314,000)
Carrying amount of convertible notes, net on December 31, 2012	$	282,010

NOTE 7 – INCOME TAXES

Pacific Gold uses the asset/liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During 2012 and 2011, Pacific Gold incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is $44,995,274 at December 31, 2012, and will expire in the years 2016 through 2032.

F-14

Net operating loss carry forwards expire according to the following:


Year of NOL	NOL		Expires
2012		16,623,152	2032
2011		1,494,150	2031
2010		949,914	2030
2009		1,487,666	2029
2008		2,683,371	2028
2007		6,079,380	2027
2006		9,246,058	2026
2005		5,214,449	2025
2004		920,240	2024
2003		233,661	2018
2002		26,326	2017
2001		36,907	2016

Total	$	44,995,274

At December 31, 2012, deferred taxes (34%) consisted of the following:


	Current		Noncurrent
Deferred tax assets
Net operating losses	$	-	$	15,298,393
Valuation allowance		-		(15,298,393)
Net deferred tax asset	$	-	$	-

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. Because of the lack of taxable earnings history, the Company has established a valuation allowance for all future deductible net operating loss carry forwards. The valuation allowance has increased $5,689,909 from December 31, 2011.

A reconciliation between income taxes at statutory tax rates (34%) and the actual income tax provision for continuing operations as of December 31, 2012 follows:


Expected Provision (based on statutory rate)	$	(5,651,872)
Difference between 2011 NOL estimate and actual		(38,037)
Increase/(decrease) in valuation allowance		5,689,909
Total actual provision	$	—

There are no adjustments to deferred tax assets or liabilities for material uncertain tax positions on returns that have been filed or that will be filed. The Company continues to incur large net operating losses as disclosed above. Since it is not certain that these net operating loss carry forwards will ever produce a tax benefit, even if examined by taxing authorities and disallowed entirely, there would be no effect on the consolidated financial statements.

A reconciliation of our unrecognized tax benefits for 2012 is presented as follows:


Balance as of January 1, 2012	$	—
Additions based on tax positions related to the current year		—
Additions based on tax positions related to prior years		—
Reductions for tax positions of prior years		—
Reductions due to expiration of statute of limitations		—
Settlements with taxing authorities		—

Balance as of December 31, 2012	$	—

The Company has filed income tax returns in the U.S. federal jurisdiction.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2012, and 2011, the Company recognized no interest and penalties. The Company had no payments of interest and penalties accrued at December 31, 2012 and 2011, respectively.

F-15

NOTE 8 – COMMON STOCK

In 2012, 53,446,582 common shares were issued for $1,514,200 in principal and $28,699 in accrued interest on the convertible notes discussed in Note 7 above.

In 2012, 4,345,000 shares of common stock were issued for $343,000 in principal on the promissory note discussed in Note 6 above.

In 2012, 250,000 shares of common stock were issued for services valued at $47,600.

In 2012, 25,497,619 shares of common stock were issued for $637,440 in accrued expenses.

In 2012, 7,200,000 shares of common stock were issued for $180,000 in principal and interest of the note payable.

In 2012, 4,249,340 shares of common stock were issued for $106,234 in principal on the related parties’ notes payable.

On December 21, 2012 the Company changed the par value of the Company’s common stock from $0.001 per share to $0.0000000001 per share.

In 2011, 100,000 common shares were issued as part of the settlement payment of $60,000.

In 2011, 652,529 common shares were issued for conversion of Promissory notes for $652,527 in principal.

In 2011, 779,547 common shares were issued for conversion of the convertible note for $140,000 in principal.

In 2011, 50,000 common stock shares were issued as a royalty payment of $20,000 for rent on behalf of the Company’s subsidiary, Nevada Rae Gold.

NOTE 9 – OPERATING LEASES

The Company has leased approximately 440 acres of privately owned land adjacent to its staked prospects from Corporate Creditors Committee LLC, by lease dated October 1, 2003. The Company paid an advance royalty of $7,500 for the first year, which amount is increased by $2,500 in each of the next five years to be $20,000 in the sixth year. For the last four years of the lease, the advance royalty is $20,000 per year. If the lease is renewed, the annual advance royalty is $20,000. The advance royalty is credited to and recoverable from the production rental amounts. The royalty is the greater of a 4% net smelter royalty or $0.50 per yard of material processed. The lease is for 10 years with a renewal option for another 10 years.

In 2011, Nevada Rae Gold (“NRG”) entered into a lease agreement to lease a 100% interest in 45 mining claims covering approximately 2,000 acres in Lander County, Nevada. The lease calls for NRG to pay the claim owners a gross royalty of 4% on gold sales or $0.50 per yard of gravels mined, whichever is greater. NRG will be required to make annual minimum advance royalty payments of $20,000. The term of the lease is for 10 years with an option for NRG to extend the term for a further 10 years.

The following is a schedule by years of future minimum lease payments required under operating leases that have initial or remaining non-cancellable lease terms in excess of one year as of December 31, 2012:


Year ended	Total
December 31, 2013	$	40,000
December 31, 2014		40,000
December 31, 2015		40,000
December 31, 2016		40,000
December 31, 2017		40,000
Total	$	200,000

Nevada Rae Gold has a lease for its mobile office at a cost of approximately $407 per month. This lease was accounted for as an operating lease on a month to month basis. Rental Expense for the years ended December 31, 2012 and 2011 was $4,884 and $4,888, respectively.

F-16

NOTE 10 – MAJOR CUSTOMERS

In 2012 and 2011, gold sales were made to one vendor. In prior years, all gold sales were made to two refineries. Many refineries are available with similar pricing and the refineries were chosen for convenience.

Revenue is derived primarily from the sale of only one product – gold. Should the market for gold become unavailable and or the value of gold becomes significantly decreased, the Company could experience severe negative impact.

NOTE 11 – NON–CONTROLLING INTEREST

On November 2, 2012, the board of Pacific Gold Corp. agreed to a dividend of up to 5,000,000 of the shares of Pacific Metals Corp. One share of Pacific Metals Corp. was distributed as a dividend to shareholders of the Company for every 420 shares of Pacific Gold Corp. owned by shareholders of record as of November 1, 2012. As a result of the stock dividend, Pacific Metals Corp. is no longer a wholly owned subsidiary of the Company. The Company now holds a controlling interest of 75.6% in Pacific Metals Corp.

NOTE 12 – LEGAL PROCEEDINGS

A subsidiary of the Company, Nevada Rae Gold, Inc., has an outstanding tax obligation to the Internal Revenue Service. The IRS has asserted that approximately $212,000 is owed at this time. The IRS has filed a general lien on all the properties of Nevada Rae, and is taking steps to enforce the liens and collect the funds owed. The enforcement actions will include seeking and taking any funds that are in the company’s bank accounts, causing any persons owing funds to Nevada Rea to direct the funds to the IRS, and taking possession of assets of Nevada Rae and selling them. These actions will be disruptive to the operations of the Company and the subsidiary and may impair the ability of Nevada Rae to operate. In that event, Nevada Rae will be unable to generate any revenues and the financial position of the Company will be severely impaired and the Company may have to curtail its subsidiary’s operations or put the subsidiary into receivership.

NOTE 13 – GOING CONCERN

The Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2012, the Company had an accumulated deficit of $43,808,334, negative working capital of $13,532,857, and negative cash flows from operations of $1,551,219 raising substantial doubt about its ability to continue as a going concern. During the year ended December 31, 2012, the Company financed its operations through the sale of securities and issuance of debt.

Management’s plan to address the Company’s ability to continue as a going concern includes: obtaining additional funding from the sale of the Company’s securities and establishing revenues. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. Should we be unsuccessful, the Company may need to discontinue its operations.

F-17

NOTE 14 – SUBSEQUENT EVENTS

Subsequent to year end, every twenty shares of the Company’s issued and outstanding Common Stock, par value $0.0000000001 (the "Common Stock"), was converted into one share of New Common Stock (the “Reverse Stock Split”). Any fractional shares resulting from the Reverse Stock Split will be rounded up to the next whole share. As a result of the Reverse Stock Split, the total number of issued and outstanding shares of the Company's Common Stock will decrease from 3,867,674,530 pre-split shares to approximately 193,383,727 shares after giving effect to the Reverse Stock Split. In addition to the Reverse Stock Split, the Company has also reduced its total number of the Company’s authorized shares of common stock from 5,000,000,000 to 3,000,000,000.

Subsequent to year end, the debenture holders of the convertible notes converted $478,400 in principal and $10,520 in interest into 45,242,538 shares of common stock (taking into account the reverse split of the common stock on January 22, 2012).

Subsequent to year end, the Company issued $108,000 in promissory notes to a non-affiliate.

A holder of $225,000 in promissory note principal transferred $110,000 of the obligation to a non-affiliate.

The company evaluated subsequent events through the date the consolidated financial statements were issued.

F-18

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

N/A

ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls

Our management evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2012. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files and submits under the Exchange Act is accumulated and communicated to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of December 31, 2012, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective.

(b) Management’s Responsibility for Financial Statements

Our management is responsible for the integrity and objectivity of all information presented in this report. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management’s best estimates and judgments. Management believes the consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements fairly represent the Company’s condensed consolidated financial position and results of operations for the periods and as of the dates stated therein.

The Company management is responsible for establishing and maintaining adequate internal control over financial reporting as defined by Rules 13a–15(f) and 15(d)-15(f) under the Securities and Exchange Act of 1934. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, a system of internal control over financial reporting can only provide reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time.

Under the direction of Chief Executive Officer and Chief Financial Officer, management evaluated the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control-Integrated Framework, published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management is aware that there is a lack of segregation of duties due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that taking into account the abilities of the employees now involved, the control procedures in place and its awareness of the issues presented, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management will periodically reevaluate this situation and report to the registered public accounting firm to the Company about this condition. Based on our overall controls, and taking into account the reporting and interaction by our Board of Directors, management determined that the Company’s system of internal control over financial reporting was effective as of December 31, 2012.

(d) Report of Independent Registered Public Accounting Firm

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm.

ITEM 9B. OTHER INFORMATION

There is no information to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this Form 10-K that has not been previously filed with the Securities and Exchange Commission.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE;

The following table sets forth information concerning the directors and executive officers of Pacific Gold Corp. and their ages and positions. Each director holds office until the next annual stockholders' meeting and thereafter until the individual's successor is elected and qualified. Officers serve at the pleasure of the board of directors.


NAME	AGE	POSITIONS

Robert Landau	41	Chief Executive Officer, Chief Financial Officer, President and Chairman
Mitchell Geisler	42	Chief Operating Officer, Treasurer and Secretary

Mr. Robert Landau has been the Chief Executive Officer of the Company since April 2005. Mr. Landau's experience includes the founding and financing of development stage businesses. Previously, he was an Actuarial Consultant with a large multi-national consulting firm. He has a Bachelor of Commerce - Actuarial Science and Finance degree from the University of Toronto in Toronto, Ontario, Canada.

Mr. Mitchell Geisler was the President and Chairman of the Board from January 2001 to April 2005 when he became the Chief Operating Officer upon the appointment of Mr. Landau as Chief Executive Officer. Mr. Geisler has been the Treasurer and Secretary of the company since October 2002. Mr. Geisler has more than 15 years of experience in the hospitality and services industry. From 1998 to 2001, Mr. Geisler was president and operator of the Toronto-based 52 Restaurants Inc. Mr. Geisler is a graduate of Toronto’s York University in Toronto, and also studied at the University of Tel Aviv. Since January 2010, Mr. Geisler has been a Director and Chief Executive Officer of Diagnostic Imaging International Corp. (OTC “DIIG”). Mr. Geisler is also the Director and Chief Executive Officer of Pacific Metals Corp. (OTCBB “PMET”).

During the last five years, no officers or directors have been involved in any legal proceedings, bankruptcy proceedings, and criminal proceedings or violated any federal or state securities or commodities laws or engaged in any activity that would limit their involvement in any type of business, securities or banking activities.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of an SEC registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company or filed on Edgar, during the fiscal year ended December 31, 2012, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with.

AUDIT COMMITTEE AND FINANCIAL EXPERT

We are not required to have and we do not have an Audit Committee. The Company's directors perform some of the same functions of an Audit Committee, such as recommending a firm of independent certified public accountants to audit the financial statements; reviewing the auditors' independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.

We have no audit committee financial expert. Our directors have financial statement preparation and interpretation ability obtained over the years from past business experience and education. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of the nature of our current limited operations, we believe the services of a financial expert are not warranted.

CODE OF ETHICS

A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to the Securities and Exchange Commission and in other public communications made by the Company.

Compliance with applicable government laws, rules and regulations.

The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and,

Accountability for adherence to the code.

We have not adopted a formal code of ethics statement. The board of directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons who are also the officers and directors and many of the persons employed by the Company are independent contractors, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines.

ITEM 11. EXECUTIVE COMPENSATION

The following table reflects compensation paid to our officers and directors for the fiscal years ended December 31, 2012, 2011, and 2010.


						STOCK
		SALARY				AWARDS		OPTION		TOTAL
		(1)		BONUS		(2)		AWARDS		COMPENSATION
NAME AND PRINCIPAL POSITION	YEAR	($)		($)		($)		($)		($)
Rob Landau	2012	$	12,000	$	0	$	321,089	$	0	$	334,089
CEO, President & Director	2011	$	0	$	0	$	0	$	0	$	0
	2010	$	0	$	0	$	0	$	0	$	0

Mitchell Geisler	2012	$	17,375	$	0	$	227,261	$	0	$	244,636
COO & Director	2011	$	0	$	0	$	0	$	0	$	0
	2010	$	0	$	0	$	0	$	0	$	0

______________

(1) Amounts noted are actual amounts paid in the year.

Annual compensation, per employment agreements, is as follows:


	2012		2011		2010
Robert Landau	$	84,000	$	96,000	$	96,000
Mitchell Geisler	$	84,000	$	96,000	$	96,000

_______________

(2) Amounts noted are total share amounts issued in 2012, 2011 and 2010, including salary and bonus paid in shares.

Annual bonus compensation paid in shares was as follows:


	2012		2011		2010
Robert Landau	$	0	$	0	$	0
Mitchell Geisler	$	0	$	0	$	0

COMPENSATION DISCUSSION AND ANALYSIS

Overview of Compensation Program and Philosophy

The Company has two executive officers, whom are also the Company’s directors. The Board of Directors serves as the Company’s compensation committee and initiates and approves most compensation decisions. Annual bonuses, if any, for executives are determined by the Board of Directors.

The goal of the compensation program is to adequately reward the efforts and achievements of executive officers for the management of the Company. The Company has no pension plan and no deferred compensation arrangements. The Company has not used a compensation consultant in any capacity.

The executive officers of the Company do not currently have employment agreements with the Company that outline salary and benefit arrangements. Both officers are paid a gross base amount per month. The salary amounts are reviewed on an annual basis.

Compensation of Directors

Persons who are directors and employees are not currently additionally compensated for their services as a director. There is no plan in place for compensation of persons who are directors who are not employees, but it is expected that in the future we will create a remuneration and expense reimbursement plan. It is anticipated that such a plan would be primarily based on stock options.

Other Compensation Arrangements

On June 20, 2007 the company received consents from a majority of the shares entitled to vote, approving the 2007 Equity Performance Plan which provides for the issuance of common stock awards of up to 20,000,000 shares in aggregate. The company filed with the SEC and distributed on April 25, 2007 an Information Statement to invite all shareholders to vote on the Plan in accordance with state and federal law. At December 31, 2012 we have issued 15,825,000 shares under the 2007 Plan.

On December 28, 2005 the company received consents from shareholders of 17,877,382 shares, representing a majority of the shares entitled to vote, approving the 2006 Equity Performance Plan which provides for the issuance of common stock awards of up to 10,000,000 shares in aggregate. The company filed with the SEC and distributed on January 10, 2006 an Information Statement to the shareholders who had not given their consent in accordance with state and federal law. We issued 4,961,172 common shares under this plan during 2007 and we issued 2,627,949 common shares under this plan during 2006. In 2008 we issued 2,000,000 shares under this plan. In 2012 the remaining options that had been issued under this plan have expired. There are now 1,410,879 shares remaining to be issued.

All plans are administered by the board of directors. The awards that may be granted include incentive and non-incentive options, stock appreciation rights, restricted stock, deferred stock and other stock based grants. The board of directors, at the time of an award determines the type of award, exercise price, vesting schedule and expiration date. The minimum exercise price under the plans is $0.02. Incentive options may be granted only to employees, otherwise, awards may be granted to officers, directors, employees, and consultants. The plan provides for acceleration of vesting of outstanding awards in the event of a non-approved acquisition of more than 50% of the combined voting power of the Company.

Employment Agreements

Each of the executive officers of the Company previously had an employment agreement with the Company that outlined salary and benefit arrangements. The agreements had similar terms which included but were not limited to: base salaries, option grants, four weeks annual vacation and 50% paid medical benefits. Each of the officers is subject to confidentiality provisions. The agreements allow for the employee to terminate on 30 day notice to the Company and for the Company to provide three months’ severance on termination of the employee. The agreements were reviewed on an annual basis.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of March 28, 2013, the name and shareholdings of each person who owns of record, or was known by us to own beneficially*, 5% or more of the 921,566,355 shares of the common stock currently issued and outstanding as of March 28, 2013; the name and shareholdings, including options to acquire the common stock, of each director; and the shareholdings of all executive officers and directors as a group. The following table takes into account the reverse split of the common stock on January 22, 2013.


NAME OF PERSON OR GROUP	NUMBER OF SHARES OWNED *	PERCENTAGE OF OWNERSHIP
Mitchell Geisler (1)	17,144,211	2.0%
Robert Landau (1)(2)	31,798,501	3.5%

All executive officers and directors as a group (one person)	48,942,712	5.5%

______________

* Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock issuable upon the exercise of options or warrants currently exercisable or convertible within 60 days, are deemed outstanding for computing the percentage ownership of the person holding such options or warrants but are not deemed outstanding for computing the percentage ownership of any other person.

(1)

The person’s business address is c/o Pacific Gold Corp., 157 Adelaide Street West, Suite 600, Toronto, Ontario, M5H 4E7.

(2)

Includes shares of common stock owned by Jabi Inc.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

As of December 31, 2012, Pacific Gold owes $1,471,106 in principal on the note to Jabi Inc. a company controlled by Rob Landau. The amount due is represented by a promissory note accruing interest at 10% per year. The note is due on January 2, 2014 and is convertible into shares of common stock of Pacific Gold at $0.02 per share.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The Company paid audit and financial statement review fees totaling $25,000 for the fiscal year ended December 31, 2012 to Silberstein Ungar, PLLC.

The Company paid audit and financial statement review fees totaling $19,500 for the fiscal year ended December 31, 2011 to Silberstein Ungar, PLLC

Tax Fees

The Company paid tax fees totaling $1,000 for the fiscal year ended December 31, 2011 to Silberstein Ungar, PLLC.

All Other Fees

None

Audit committee policies & procedures

The Company does not currently have a standing audit committee. The above services were approved by the Company’s Board of Directors.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

a. Exhibits

Exhibit Number

Name of Exhibit

3.1

Certificate of Incorporation of Pacific Gold Corp., as amended (incorporated by reference to the registrant’s Form 10-SB, filed on April 30, 2001, Exhibits 3.01 and 3.02).

3.2

Certificate of Amendment to Certificate of Incorporation (incorporated by reference to registrant’s Definitive Proxy Statement, Exhibit A, filed August 18, 2003).

3.3

Certificate of Amendment to Certificate of Incorporation (incorporated by reference to the registrant’s Definitive Proxy Statement, Exhibit A, filed on October 10, 2002).

3.4

Certificate of Amendment to Certificate of Incorporation (incorporated by reference to the registrant’s Definitive Proxy Statement, Exhibit A, filed on December 7, 2009).

3.5

Bylaws of Pacific Gold Corp. (incorporated by reference to registrant’s Form 10-SB, filed on April 30, 2001, Exhibit 3.03).

4.1

Form of Common Stock Certificate (incorporated by reference to registrant’s Form 10-SB, filed on April 30, 2001, Exhibit 4.1).

4.2

2006 Performance Equity Plan (Incorporated by reference from Schedule 14C filed January 10, 2006).

4.3

2007 Performance Equity Plan (Incorporated by reference from Registration Statement on Form S-8, filed July 10, 2007, Exhibit 4.1)

4.4

Form of Modified $500,000 Promissory Note, as of April 23, 2012 (incorporated by reference to registrant’s Form 10-K/A, filed on September 13, 2012, Exhibit 4.4)

4.5

Form of $53,000 Promissory Note, as of July 26, 2012 (incorporated by reference to registrant’s Form 10-K/A, filed on September 13, 2012, Exhibit 4.5)

4.6

Form of $1,626,408 Promissory Note as of May 1, 2012 (incorporated by reference to registrant’s Form 10-K/A, filed on September 13, 2012, Exhibit 4.6)

10.1

PMR Agreement with Pilot Metals Inc. (incorporated by reference to registrant’s Form 10-K/A, filed on September 13, 2012, Exhibit 10.1)

10.2

Nevada Rea Gold, Inc. Lease Agreement regarding Bullion Monarch, dated October 1, 2003. (incorporated by reference to registrant’s Form 10-K/A, filed on September 13, 2012, Exhibit 10.2)

10.3

Nevada Rae Gold, Inc. Lease Agreement regarding B&B Claims, dated June 1, 2011. (incorporated by reference to registrant’s Form 10-K/A, filed on September 13, 2012, Exhibit 10.3)

10.4

Fernley Gold, Inc. Lease Agreement with Butcher Boy Mines, dated May 12, 2004. (incorporated by reference to registrant’s Form 10-K/A, filed on September 13, 2012, Exhibit 10.4)

21.1

Subsidiaries of Pacific Gold Corp. (incorporated by reference to registrant’s Form 10-K/A, filed on September 13, 2012, Exhibit 21.1)

23.1

Consent of Silberstein Ungar, PLLC.(1)

31.1

Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.(1)

31.2

Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.(1)

32.1

Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)

(1) Filed herewith

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant)		PACIFIC GOLD CORP.

By:		/s/ Robert Landau
		Robert Landau, President
		(Chief Executive Officer)

Date:		April 11, 2013

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signatures	Title	Date

/s/ Robert Landau	Chief Executive Officer, Chief Financial Officer and Director	April 11, 2013
Robert Landau

/s/ Mitchell Geisler	Secretary, Treasurer and Director	April 11, 2013
Mitchell Geisler