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

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING


(Check One):   Form 10-K    Form 20-F    Form 11-K   [X] Form 10-Q    Form N-SAR

                  For Period Ended:  June 30, 2004
                  [ ] Transition Report on Form 10-K
                  [ ] Transition Report on Form 20-F
                  [ ] Transition Report on Form 11-K
                  [ ] Transition Report on Form 10-Q
                  [ ] Transition Report on Form N-SAR
                  For the Transition Period Ended: ___________________



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 Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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 Nothing  in this form  shall be  construed  to imply  that the  Commission  has
 verified any information contained herein.
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 If the notification relates to a portion of the filing checked above,  identify
 the Item(s) to which the notification relates:

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 PART I -- REGISTRANT INFORMATION
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 Full Name of Registrant

           PACIFIC GOLD CORP.
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 Former Name if Applicable

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 Address of Principal Executive Office (Street and Number)

           157 ADELAIDE STREET WEST, STE 600
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 City, State and Zip Code

           TORONTO, ONTARIO, CANADA     M5H 4E7
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 PART II -- RULES 12b-25(b) AND (c)

         If the subject report could not be filed without unreasonable effort or
 expense  and the  registrant  Seeks  relief  pursuant  to Rule  12b-25(b),  the
 following should be completed. (Check box if appropriate)

         (a)    The reasons  described in reasonable  detail in Part III of this
                form  could  not  eliminated  without   unreasonable  effort  or
                expense;

   [X]   (b)    The subject annual report, semi-annual report, transition report
                on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion  thereof,
                will be filed on or before the fifteenth  calendar day following
                the  prescribed  due date;  or the subject  quarterly  report of
                transition report on Form 10-Q, or portion thereof will be filed
                on or before the fifth calendar day following the prescribed due
                date; and

         (c)    The  accountant's  statement or other  exhibit  required by Rule
                12b-25(c) has been attached if applicable.


 PART III -- NARRATIVE

         State below in  reasonable  detail the  reasons  why Forms 10-K,  20-F,
 11-K, 10-Q, N-SAR, or the transition report portion thereof, could not be filed
 within the prescribed time period.

         The  registrant  cannot file its June 30,  2004 Form 10-QSB  within the
         prescribed time period because the  registrant's  accountants  have not
         completed   the  process  of  gathering  and  analyzing  the  financial
         information necessary for finalizing the financial statements that will
         be included in the registrant's Form 10-QSB.


 PART IV -- OTHER INFORMATION

 (1)     Name and  telephone  number  of  person  to  contact  in regard to this
         notification

              Mitchell Geisler               416              214-1483
         ---------------------------     -----------     ------------------
                   (Name)                (Area Code)     (Telephone Number)

 (2)     Have all other periodic  reports  required under Section 13 or 15(d) of
         the  Securities  Exchange  Act of 1934 or Section 30 of the  Investment
         Company Act of 1940 during the  preceding 12 months or for such shorter
         period that the  registrant  was required to file such  report(s)  been
         filed? If answer is no, identify report(s).  [X] Yes   [ ] No

 (3)     Is it anticipated that any significant  change in results of operations
         from  the  corresponding  period  for  the  last  fiscal  year  will be
         reflected  by the  earnings  statements  to be  included in the subject
         report or portion thereof?   [ ] Yes   [X] No

         If  so,  attach  an  explanation  of  the  anticipated   change,   both
         narratively and quantitatively,  and, if appropriate, state the reasons
         why a reasonable estimate of the results cannot be made.

                                       N/A

                               PACIFIC GOLD CORP.
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                  (Name of Registrant as Specified in Charter)

 has caused  this  notification  to be signed on its  behalf by the  undersigned
 hereunto duly authorized.

 Date:  August 16, 2004                     By:  /s/ Mitchell Geisler
        ---------------                          --------------------
                                          Name:  Mitchell Geisler
                                         Title:  President




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