10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended March 31, 2013

Commission File Number       000-32629

PACIFIC GOLD CORP.

 (Exact name of registrant as specified in charter)

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

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

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

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 (§232.405 of this chapter) 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  o      Accelerated filer  o      Non-accelerated filer  o      Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o   No x

As of May 13, 2013, the Company had outstanding 2,033,411,902 shares of its common stock, par value $0.0000000001.

TABLE OF CONTENTS

ITEM NUMBER AND CAPTION	PAGE
PART I
ITEM 1.       Consolidated Financial Statements	3
ITEM 2.       Management’s Discussion and Analysis of Financial Condition And Results of Operations	17
ITEM 3.       Quantitative and Qualitative Disclosures About Market Risk	19
ITEM 4.       Controls and Procedures	20
PART II
ITEM 1.       Legal Proceedings	21
ITEM 1A     Risk Factors	21
ITEM 2.       Unregistered Sales of Equity Securities and Use of Proceeds	21
ITEM 3.       Defaults Upon Senior Securities	21
ITEM 4.       Mine Safety Disclosures.	22
ITEM 5.       Other Information	22
ITEM 6.       Exhibits	22

2

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

Pacific Gold Corp.

Consolidated Balance Sheets

	March 31,		December 31,
	2013		2012
	(Unaudited)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	20,197	$	12,198
Prepaid Expenses		8,879		9,778
Total Current Assets		29,076		21,976
Mineral Rights, Plant and Equipment
Mineral rights, net		652,884		650,164
Plant and Equipment, net		431,505		470,677
Water Rights and Wells		90,000		90,000
Land		13,670		13,670
Total Mineral Rights, Plant and Equipment, net		1,188,059		1,224,511
Intangibles
Total Intangibles, net		9,167		9,417
Other Assets:
Reclamation Bond		197,938		197,938
Total Other Assets		197,938		197,938
TOTAL ASSETS	$	1,424,240	$	1,453,842
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable	$	1,107,774	$	1,060,894
Accrued Expenses		296,426		264,357
Convertible Notes, Net		142,033		408,083
Accrued Interest - Convertible Note		50,352		45,589
Derivative Liability		273,258		10,605,454
Accrued Interest - Promissory Notes, short - term portion		76,810		49,281
Promissory Notes, short - term portion		1,011,175		1,121,175
Total Current Liabilities		2,957,828		13,554,833
Long Term Liabilities:
Promissory Notes, long - term portion		108,500		-
Accrued Interest		74,479		37,368
Notes Payable		1,491,106		1,471,106
Total Liabilities		4,631,913		15,063,307
Stockholders' Deficit:
Preferred Stock - $0.001 par value; 5,000,000 shares authorized, no shares outstanding at March 31, 2013 and December 31, 2012		-		-
Common Stock - $0.0000000001 par value; 3,000,000,000 shares authorized, 962,348,163 and 144,770,119 shares issued and outstanding at March 31, 2013 and December 31, 2012 respectively		-		-
Additional Paid-in Capital		40,825,833		30,201,102
Non - Controlling Interests		(4,285)		(2,233)
Accumulated Deficit		(44,029,221)		(43,808,334)
Total Stockholders' Deficit		(3,207,673)		(13,609,465)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,424,240	$	1,453,842

See accompanying notes to the consolidated financial statements

3

Pacific Gold Corp.

Consolidated Statements of Operations (Unaudited)

	Three Months Ended
	March 31,		March 31,
	2013		2012
Revenue:
Total Revenue	$	-	$	47,283
Production Costs
Production Costs		-		52,254
Depreciation		39,422		34,417
Gross Margin		(39,422)		(39,388)
Operating Expenses:
General and Administrative		198,513		624,805
Total Operating Expenses		198,513		624,805
Net Loss from Operations		(237,935)		(664,193)
Other Income (Expenses)
Foreign Exchange Gain (Loss)		884		(746)
Amortization of Debt Discount		(303,351)		(372,970)
Interest Expense		(379,123)		(411,323)
Change in Fair Value of Derivative Liability		696,588		66,969
Total Other Income (Expenses)		14,998		(718,070)
Net Loss Before Non-Controlling Interests		(222,937)		(1,382,263)
Less: Loss Attributable to Non - Controlling Interests		(2,052)		-
Net Loss	$	(220,885)	$	(1,382,263)
Basic and Diluted Loss  per Share	$	(0.001)	$	(0.035)
Weighted Average Shares Outstanding:
Basic and Diluted		338,777,765		39,829,467

See accompanying notes to the consolidated financial statements

4

Pacific Gold Corp.

Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended
	March 31, 2013		March 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(220,885)	$	(1,382,263)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
Depreciation and Depletion		39,422		34,417
Loss Attributable to Non - Controlling Interests		(2,052)		-
Non-cash Portion of Interest on Convertible Debt		306,200		343,496
Issuance of Stock for Services		-		30,000
Asset Write Down		-		9,893
Amortization of Debt Discount		303,351		372,970
Change in Fair Value of Derivative Liability		(696,588)		(66,969)
Changes in:
Inventory		-		39,826
Accounts Receivable		-		1,313
Prepaid Expenses		899		(5,112)
Accounts Payable		46,880		189,436
Accrued Expenses		32,069		25,422
Accrued Interest		72,923		66,606
NET CASH USED IN OPERATING ACTIVITIES		(117,781)		(340,965)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases and Development of Property and Equipment		(2,720)		(3,000)
Net Change in Deposits		-		(4,148)
NET CASH  USED IN INVESTING ACTIVITIES		(2,720)		(7,148)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Related Party Debt		-		(9,500)
Proceeds from Note Payable		20,000		-
Proceeds from Related Party Debt		-		15,000
Proceeds from Promissory Notes		108,500		243,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		128,500		248,500
NET CHANGE IN CASH AND CASH EQUIVALENTS		7,999		(99,613)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		12,198		103,454
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	20,197	$	3,841
Cash paid during the year for:
Interest	$	-	$	-
Income Taxes	$	-	$	-
Non-cash financing and investing activities:
Assignment of Portion of Promissory Note to Convertible Note	$	110,000	$	250,000
Assignment of Promissory Notes Accrued Interest to Convertible Note	$	-	$	137,102
Conversion of Notes Payable into Common Stock	$	10,621,210	$	719,200
Conversion of Accrued Interest into Common Stock	$	3,520	$	-

See accompanying notes to the consolidated financial statements

5

Pacific Gold Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

March 31, 2013

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 March 31, 2013, and December 31, 2012, 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.

6

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 March 31, 2013 and December 31, 2012 there was no allowance for bad debts.

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 March 31, 2013 or December 31, 2012.

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 the straight-line method.

Intangibles Assets	March 31, 2013		December 31, 2012
Mining Claims Database	$	10,000	$	10,000
Accumulated Amortization		(833)		(583)
Net	$	9,167	$	9,417

Amortization Expense for the three months ended March 31, 2013 and 2012 was $250 and $0, respectively.

For these assets, amortization expense over the next five years is expected to be $4,750.

Year	USD
2013	$	750
2014		1,000
2015		1,000
2016		1,000
2017		1,000
	$	4,750

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 March 31, 2013, the Company had 592,630,875 of potentially dilutive common stock equivalents.

Advertising

The Company’s policy is to expense advertising costs as incurred. For the three months ended March 31, 2013, and 2012 the Company incurred $491 and $58,261, respectively, in advertising costs.

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.

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

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 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 three months ended March 31, 2013 or 2012.

Recently Issued Accounting Pronouncements

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.

9

NOTE 2 - INTERIM FINANCIAL STATEMENTS

The accompanying interim unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

NOTE 3 – MINERAL RIGHTS

Mineral rights at March 31, 2013 and December 31, 2012 consisted of the following:

MINERAL RIGHTS	2013		2012
Nevada Rae Gold – Morris Land	$	269,522	$	269,802
Accumulated Depletion		(381)		(381)
Fernley Gold – Lower Olinghouse		147,308		144,308
Pilot Mountain Resources – Project W		199,820		199,820
Pacific Metals – Graysill Claims		36,615		36,615
	$	652,884	$	650,164

As of March 31, 2013 and December 31, 2012, 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.

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. The payments made to PMR are subject to a 15% royalty to Platoro West, Inc.

NOTE 4 – PLANT AND EQUIPMENT

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.

Plant and equipment at March 31, 2013 and December 31, 2012, consisted of the following:

PLANT AND EQUIPMENT	March 31, 2013		December 31, 2012
Building	$	795,355	$	795,355
Accumulated Depreciation		(610,927)		(590,227)
Equipment		1,007,660		1,007,660
Accumulated Depreciation		(760,583)		(742,111)
	$	431,505	$	470,677

Depreciation expense was $39,172 and $34,417, for the three months ended March 31, 2013 and 2012 respectively.

10

NOTE 5 – SHAREHOLDER NOTE PAYABLE/RELATED PARTY TRANSACTIONS

As of March 31, 2013, Pacific Gold owes $1,491,106 in principal and $74,479 in accrued interest to a company owned by the Chief Executive Officer. 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.

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 6 – PROMISSORY NOTES

During the three months ended March 31, 2013, $110,000 in principal of the promissory notes was assigned to a third party that is not affiliated with the Company as discussed in Note 7.

During the three months ended March 31, 2013, the Company received total proceeds of $108,500 from a non-affiliate. The note accrues interest at a rate of 10% per annum from the date of the agreement. The principal and accrued interest is due on January 2, 2015.

As of March 31, 2013, Pacific Gold owes $1,196,485 in promissory notes.

A summary of the notes is as follows:

Balance at January 1, 2012	$	1,388,045
Proceeds Received		1,513,700
Promissory Note Assigned		(1,492,200)
Interest Accrued thru December 31, 2012		103,911
Payments thru December 31, 2012		-
Conversions thru December 31, 2012		(343,000)
Balance at December 31, 2012	$	1,170,456
Proceeds Received		108,500
Interest Accrued thru March 31, 2013		27,529
Payments thru March 31, 2013		-
Conversions thru March 31, 2013		-
Assignment of Promissory Note to Convertible Note thru March 31, 2013		(110,000)
Balance at March 31, 2013	$	1,196,485

NOTE 7 – 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.

11

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.

There were no additional notes issued or assigned during the three months ended March 31, 2013.

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
Carrying amount of convertible note, net on January 1, 2012	$	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
Add: Face Value – Convertible Notes assigned		-	-	-	-	-	-	-	-
Add: Relative fair value of:
Derivative Liability		-	-	-	-	-	(204,659)	(605,455)	(810,114)
Change in and accelerated amortization of derivative liability on conversions		-	-	-	-	-	(9,691,705)	-	(9,691,705)
Discount on Note		-	-	-	-	-	-	-	-
Discount amortization thru March 31, 2013		-	-	-	-	-	111,354	4,500	115,854
Interest Accrued thru March 31, 2013		-	-	-	-	-	4,354	662	5,016
Conversions to shares thru March 31, 2013		-	-	-	-	-	(263,000)	-	(263,000)
Carrying amount of convertible notes, net on March 31, 2013	$	-	-	-	-	-	86,111	47,057	133,168

On August 2, 2012, September 10, 2012, October 25, 2012, November 9, 2012, and December 5, 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 March 31, 2013 the investor has converted $354,000 of debt obligations into 40,076,356 shares of common stock of the Company.

On February 5, 2013, and March 19, 2013 a holder of $110,000 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 March 31, 2013 the investor has converted $56,000 of debt obligations into 82,490,382 shares of common stock of the Company.

On July 27, 2012, August 29, 2012, September 10, 2012, November 2, 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. As of March 31, 2013 the investor has converted $105,920 of debt obligations into 229,179,394 shares of common stock of the Company.

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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 2,	August 29,	September 10,	September 10,
Issuance Date	2012		2012	2012	2012	2012
Carrying amount of convertible notes, net on January 1, 2012	$	-	-	-	-	-
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
Add: Relative fair value of:
Derivative Liability		164,483	-	18,286	-	99,831
Accelerated  amortization of derivative liability on conversions		(164,483)	-	(18,286)	-	(7,600)
Discount on Note		(53,000)	-	(18,286)	-	(41,432)
Discount amortization thru March 31, 2013		53,000	-	18,286	-	18,878
Interest Accrued thru March 31, 2013		353	-	467	-	1,047
Conversions to shares thru March 31, 2013		(55,120)	-	(36,400)	-	(14,400)
Carrying amount of convertible notes, net on March 31, 2013	$	-	-	-	-	136,916

	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 January 1, 2012	$	-	-	-	-	-
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
Add: Relative fair value of:
Derivative Liability		-	-	-		-
Accelerated  amortization of derivative liability on conversions		-	-	-	(40,000)	-
Discount on Note		-	-	-	-	-
Discount amortization thru March 31, 2013		-	-	-	40,000	-
Interest Accrued thru March 31, 2013		750	-	-	-	650
Conversions to shares thru March 31, 2013		-	-	-	(40,000)	-
Carrying amount of convertible notes, net on March 31, 2013	$	38,750	-	-	-	33,367

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	Note K		Note L
	February 05,		March 19,
	2013		2013	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
Face Value – Convertible Note		60,000	50,000	110,000
Add: Relative fair value of:
Derivative Liability		246,432	108,696	637,728
Accelerated  amortization of derivative liability on conversions		(237,736)	-	(468,105)
Discount on Note		(60,000)	(45,283)	(218,001)
Discount amortization thru March 31, 2013		57,334	-	187,498
Interest Accrued thru March 31, 2013		-	-	3,267
Conversions to shares thru March 31, 2013		(56,000)	-	(201,920)
Carrying amount of convertible notes, net on March 31, 2013	$	10,030	113,413	332,476

NOTE 8 – COMMON STOCK

For the three months ended March 31, 2013, 817,578,044 common shares were issued for $461,400 in principal and $3,520 in accrued interest on the convertible notes discussed in Note 7 above.

On January 22, 2013, 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 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.

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.

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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 March 31, 2013:

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 three months ended March 31, 2013 and 2012 was $1,221.

NOTE 10 – MAJOR CUSTOMERS

For the three months ended March 31, 2013 and 2012, 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

On March 4, 2013, Pacific Gold Corp. (the “Company”) agreed to settle the 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 Company agreed to allow Black Mountain Equities to exercise the warrant at issue in the case for a total of 2,200,000 (two million two hundred thousand) shares of Company common stock and Black Mountain Equities agreed to pay $30,000 for the settlement in full of the Company’s legal fees in this matter. The settlement exchange is to take place prior to May 15, 2013.

15

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 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 March 31, 2013, the Company had an accumulated deficit of $44,029,221, negative working capital of $2,928,752, and negative cash flows from the three months ended March 31, 2013 operations of $117,781, raising substantial doubt about its ability to continue as a going concern. During the three months ended March 31, 2013, 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.

NOTE 14 – SUBSEQUENT EVENTS

Subsequent to quarter end, the debenture holders of the convertible notes converted $144,555 in principal and $45,042 in accrued interest into 1,071,063,739 shares of common stock.

Subsequent to quarter end, the Company issued $173,000 in a promissory note to a non-affiliate.

Subsequent to quarter end, a holder of $495,000 in promissory note principal transferred $175,000 of the obligation to a non-affiliate.

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

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 SEC. 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 previously mentioned in this management's discussion and analysis that could have a material adverse effect on our consolidated financial position, future results of operations, or liquidity. However, investors should also be aware of factors that could have a negative impact on our 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 above identified risks 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 consolidated financial statements of Pacific Gold included elsewhere herein.

Introduction

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.

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Nevada Rae Gold, Inc.

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.

Through March 31, 2013 the Company has invested approximately $11,170,480 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.

Pilot Mountain Resources Inc.

In the first quarter of 2013, 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.

Fernley Gold, Inc.

There were no material changes to report for Fernley Gold during the first quarter of 2013.

Financial Condition and Changes in Financial Condition

The Company had no revenue from the sale of gold in the three months ended March 31, 2013.

Operating expenses for the three months ended March 31, 2013, totaled $198,513. The Company incurred labor, fuel and productions costs associated with the various mining activities. Equipment operating costs, tools and materials of $4,750 were incurred primarily to maintain the plant and equipment at Black Rock Canyon.  Legal and professional fees of $48,638 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 $13,411.  Interest expense totaled $379,123; of this amount, $306,200 was a non-cash expense that included amounts for interest on the convertible debentures that were not paid out in cash. The remaining expenses relate to general administrative expenses. 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 in the quarter ended March 31, 2012 of $47,283, with a negative gross margin of $39,388.

18

Operating expenses for the quarter ended March 31, 2012, totaled $624,805. The Company incurred labor, fuel and productions costs associated with the various mining activities. Equipment operating costs, tools and materials of $344,625 were incurred primarily to prepare the plant and equipment at Black Rock Canyon for operations.  Legal and professional fees of $40,943 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 $27,840.  Interest expense totaled $411,323; of this amount, $343,496 was a non-cash expense that included amounts for interest on the convertible debentures that were not paid out in cash, $66,606 was interest accrued on debt and $1,221 was interest expensed for late fees on trade payables for the quarter. The remaining expenses relate to general administrative expenses. 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 March 31, 2013, we have funded our operations from the sale of securities, issuance of debt and loans from shareholders.

As of March 31, 2013, our assets totaled $1,424,240, which consisted primarily of mineral rights, land and water rights, and related equipment. Our total liabilities were $4,631,913 which primarily consisted of note payable to a shareholder of $1,494,706, accounts payable and accrued expenses of $1,404,200, convertible notes payable of $415,291, and promissory notes of $1,119,675. We had an accumulated deficit of $44,029,221 and a working capital deficit of $2,928,752 at March 31, 2013.

For the three months ended March 31, 2013, the convertible note holders have converted $461,400 in principal and $3,520 in accrued interest on the Convertible notes. An additional $110,000 was assigned to the convertible notes.  The conversion rate of the notes is discussed in Note 7 to the financial statements.

For the three months ended March 31, 2013, the Company issued additional $108,500 in promissory notes to non–related party. The promissory notes are due on January 2, 2015. Interest expense on the promissory notes accrues at a rate of 10% per annum. Interest accrued on the notes for the three months ended March 31, 2013 was $27,529. At March 31, 2013 the balance on the promissory notes was $1,196,485 including accrued interest, representing promissory notes owed to two individual debt holders.

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 the Company, or any of its subsidiaries’ operating results, financial position, or cash flow.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A

19

ITEM 4.  CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”), as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, the Certifying Officers carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2013. Their evaluation was carried out with the participation of other members of the Company’s management. Based on an evaluation conducted by management, of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15(e) management concluded that our disclosure controls and procedures were ineffective as of March 31, 2013.  Our disclosure controls and procedures did not ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act was (i) recorded, processed, summarized and reported within the time periods specified by the SEC rules, and (ii) the necessary information was not accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure as specified by the SEC rules and forms.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's board of directors, management and other personnel, 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 in the United States and includes those policies and procedures that:

(a) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and

(c) 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, internal control over financial reporting may not prevent or detect misstatements. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce this risk.

Based on its assessment, management has concluded that the Company's disclosure controls and procedures and internal control over financial reporting are ineffective, based in part on the absence of separation of duties with respect to internal financial controls of the Company.

20

The Board of Directors has assigned a priority to the short-term and long-term improvement of our internal control over financial reporting. Notwithstanding this commitment, given the limited operations and consequently the limited revenues and capital resources, the Board of Directors and management are not now able to engage additional personnel to remedy the processes that would eliminate the issues that may arise due to the absence of separation of duties within the financial reporting functions.  Therefore, there is not specific timing for the remediation procedures.  Additionally, the Board of Directors will work with management to continuously review controls and procedures to identified deficiencies and implement remediation within our internal controls over financial reporting and our disclosure controls and procedures.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On March 4, 2013, Pacific Gold Corp. (the “Company”) agreed to settle the 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 Company agreed to allow Black Mountain Equities to exercise the warrant at issue in the case for a total of 2,200,000 (two million two hundred thousand) shares of Company common stock and Black Mountain Equities agreed to pay $30,000 for the settlement in full of the Company’s legal fees in this matter. The settlement exchange is to take place prior to May 15, 2013.

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.

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 1A.  RISK FACTORS

N/A

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter the Company issued a total of 817,578,044 shares of common stock for debt repayment of $461,400 in principal and $3,520 in accrued interest.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

21

ITEM 4. MINE SAFETY DISCLOSURES

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 Related 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

0

0

0

0

0

$0

1

No

No

0

0

0

The Black Rock Canyon mine did not receive any citations for the three months ended March 31, 2013.

ITEM 5. OTHER INFORMATION

Effective March 15, 2013, Pacific Gold Corp’s subsidiary Pacific Metals Corp. was approved for an OTCBB quotation by FINRA.

Pacific Metals Corp. will trade under the symbol: PMET.

ITEM 6. EXHIBITS

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. *

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. *

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. *

*    Filed herewith

22

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10-Q 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:	May 14, 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	May 14, 2013
Robert Landau
/s/ Mitchell Geisler	Secretary, Treasurer and Director	May 14, 2013
Mitchell Geisler

23

EX-31

EXHIBIT 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Robert Landau, certify that:

1.

 I have reviewed the report on Form 10-Q of Pacific Gold Corp.

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15 (f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2013	/s/ Robert Landau
	Robert Landau
	Chief Executive Officer

EX-31

EXHIBIT 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Robert Landau, certify that:

1.

 I have reviewed the report on Form 10-Q of Pacific Gold Corp.

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15 (f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2013	/s/ Robert Landau
	Robert Landau
	Chief Financial Officer

EX-32

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report of Pacific Gold Corp. on Form 10-Q for the period ended March 31, 2013 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date:  May 15, 2013	/s/ Robert Landau
	Name:  Robert Landau
	Title:  Chief Executive Officer

Date: May 15, 2013	/s/ Robert Landau
	Name:  Robert Landau
	Title:  Chief Financial Officer

XML

Common Stock (Details Narrative) (USD $)	2 Months Ended	3 Months Ended	5 Months Ended	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2012
Common Stock Issued [Line Items]
Common shares issued, value	$ 56,000	$ 105,920	$ 354,000	$ 314,000
Common shares issued, shares	82,490,382	229,179,394	40,076,356	6,230,202
Accrued interest on convertible notes	3,520	3,520	28,699	28,699
Stock split ratio		1 for 20
Conversion of Convertible Notes
Common Stock Issued [Line Items]
Common shares issued, value		461,400		1,514,200
Common shares issued, shares		817,578,044		53,446,582
Conversion of Promissory Notes
Common Stock Issued [Line Items]
Common shares issued, value				343,000
Common shares issued, shares				4,345,000
Shares Issued for Services
Common Stock Issued [Line Items]
Common shares issued for services, value				47,600
Common shares issued for services, shares				250,000
Shares Issued for Accrued Expenses
Common Stock Issued [Line Items]
Common shares issued, value				637,440
Common shares issued, shares				25,497,619
Shares Issued for Note Payable
Common Stock Issued [Line Items]
Common shares issued, value				180,000
Common shares issued, shares				7,200,000
Shares Issued for Related Parties Note Payable
Common Stock Issued [Line Items]
Common shares issued, value				$ 106,234
Common shares issued, shares				4,249,340

XML

Plant and Equipment (Details Narrative) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Property, Plant and Equipment [Abstract]
Equipment purchased			$ 106,280
(Gain) / Loss on Sale of Equipment			9,893
Depreciation expense	$ 39,172	$ 34,417

XML

Financing (Tables)

3 Months Ended

Mar. 31, 2013

Other Liabilities Disclosure [Abstract]

Summary of Carrying Value of Notes Payable

	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
Carrying amount of convertible note, net on January 1, 2012	$	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
Add: Face Value – Convertible Notes assigned		-	-	-	-	-	-	-	-
Add: Relative fair value of:
Derivative Liability		-	-	-	-	-	(204,659)	(605,455)	(810,114)
Change in and accelerated amortization of derivative liability on conversions		-	-	-	-	-	(9,691,705)	-	(9,691,705)
Discount on Note		-	-	-	-	-	-	-	-
Discount amortization thru March 31, 2013		-	-	-	-	-	111,354	4,500	115,854
Interest Accrued thru March 31, 2013		-	-	-	-	-	4,354	662	5,016
Conversions to shares thru March 31, 2013		-	-	-	-	-	(263,000)	-	(263,000)
Carrying amount of convertible notes, net on March 31, 2013	$	-	-	-	-	-	86,111	47,057	133,168

	Note A		Note B	Note C	Note D	Note E
	July 27,		August 2,	August 29,	September 10,	September 10,
Issuance Date	2012		2012	2012	2012	2012
Carrying amount of convertible notes, net on January 1, 2012	$	-	-	-	-	-
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
Add: Relative fair value of:
Derivative Liability		164,483	-	18,286	-	99,831
Accelerated amortization of derivative liability on conversions		(164,483)	-	(18,286)	-	(7,600)
Discount on Note		(53,000)	-	(18,286)	-	(41,432)
Discount amortization thru March 31, 2013		53,000	-	18,286	-	18,878
Interest Accrued thru March 31, 2013		353	-	467	-	1,047
Conversions to shares thru March 31, 2013		(55,120)	-	(36,400)	-	(14,400)
Carrying amount of convertible notes, net on March 31, 2013	$	-	-	-	-	136,916

	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 January 1, 2012	$	-	-	-	-	-
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
Add: Relative fair value of:
Derivative Liability		-	-	-		-
Accelerated amortization of derivative liability on conversions		-	-	-	(40,000)	-
Discount on Note		-	-	-	-	-
Discount amortization thru March 31, 2013		-	-	-	40,000	-
Interest Accrued thru March 31, 2013		750	-	-	-	650
Conversions to shares thru March 31, 2013		-	-	-	(40,000)	-
Carrying amount of convertible notes, net on March 31, 2013	$	38,750	-	-	-	33,367

	Note K		Note L
	February 05,		March 19,
	2013		2013	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
Face Value – Convertible Note		60,000	50,000	110,000
Add: Relative fair value of:
Derivative Liability		246,432	108,696	637,728
Accelerated amortization of derivative liability on conversions		(237,736)	-	(468,105)
Discount on Note		(60,000)	(45,283)	(218,001)
Discount amortization thru March 31, 2013		57,334	-	187,498
Interest Accrued thru March 31, 2013		-	-	3,267
Conversions to shares thru March 31, 2013		(56,000)	-	(201,920)
Carrying amount of convertible notes, net on March 31, 2013	$	10,030	113,413	332,476

XML

Non-Controlling Interest (Details Narrative)	12 Months Ended
	Dec. 31, 2012
Noncontrolling Interest [Abstract]
Pacific Metals Corp. dividend	5,000,000
Pacific Metals Corp. dividend, distribution ratio	1 share of Pacific Metals Corp. for every 420 shares of Pacific Gold Corp.
Controlling interest	75.60%

XML

Financing (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Note A - December 2, 2011
Convertible Notes [Roll Forward]
Accelerated amortization of derivative liability on conversion		$ (100,699)
Conversion to shares		(368,500)
Discount amortization		329,425
Accrued interest		4,473
Convertible Notes carrying value end of period	0	135,301
Note B - January 27, 2012
Convertible Notes [Roll Forward]
Derivative Liability - fair value		269,592
Accelerated amortization of derivative liability on conversion		(269,592)
Discount on notes		(150,000)
Conversion to shares		(153,015)
Discount amortization		150,000
Accrued interest		3,015
Convertible note face value issued or assigned		150,000
Convertible Notes carrying value end of period	0	0
Note C - March 6, 2012
Convertible Notes [Roll Forward]
Derivative Liability - fair value		166,276
Accelerated amortization of derivative liability on conversion		(166,276)
Discount on notes		(75,000)
Conversion to shares		(76,923)
Discount amortization		75,000
Accrued interest		1,923
Convertible note face value issued or assigned		75,000
Convertible Notes carrying value end of period	0	0
Note D - March 30, 2012
Convertible Notes [Roll Forward]
Derivative Liability - fair value		294,731
Accelerated amortization of derivative liability on conversion		(294,731)
Discount on notes		(162,102)
Conversion to shares		(167,014)
Discount amortization		162,102
Accrued interest		4,912
Convertible note face value issued or assigned		162,102
Convertible Notes carrying value end of period	0	0
Note E - April 23, 2012
Convertible Notes [Roll Forward]
Derivative Liability - fair value		325,741
Accelerated amortization of derivative liability on conversion		(325,741)
Discount on notes		(233,098)
Conversion to shares		(243,447)
Discount amortization		233,098
Accrued interest		10,349
Convertible note face value issued or assigned		233,098
Convertible Notes carrying value end of period	0	0
Note F - May 8, 2012
Convertible Notes [Roll Forward]
Convertible Notes carrying value beginning of period	10,129,767
Derivative Liability - fair value	(204,659)	761,671
Accelerated amortization of derivative liability on conversion	(9,691,705)	9,165,602
Discount on notes		(500,000)
Conversion to shares	(263,000)	(220,000)
Discount amortization	111,354	383,333
Accrued interest	4,354	39,161
Convertible note face value issued or assigned		500,000
Convertible Notes carrying value end of period	86,111	10,129,767
Note G - July 18, 2012
Convertible Notes [Roll Forward]
Convertible Notes carrying value beginning of period	647,350
Derivative Liability - fair value		31,082
Accelerated amortization of derivative liability on conversion	(605,455)	607,100
Discount on notes		(18,000)
Discount amortization	4,500	8,250
Accrued interest	662	918
Convertible note face value issued or assigned		18,000
Convertible Notes carrying value end of period	47,057	647,350
Note A - July 27, 2012
Convertible Notes [Roll Forward]
Convertible Notes carrying value beginning of period	54,767
Derivative Liability - fair value	164,483
Accelerated amortization of derivative liability on conversion	(164,483)
Discount on notes	(53,000)
Conversion to shares	(55,120)
Discount amortization	53,000
Accrued interest	353	1,767
Convertible note face value issued or assigned		53,000
Convertible Notes carrying value end of period	0	54,767
Note B - August 2, 2012
Convertible Notes [Roll Forward]
Derivative Liability - fair value		154,088
Accelerated amortization of derivative liability on conversion		(154,088)
Discount on notes		(150,000)
Conversion to shares		(150,000)
Discount amortization		150,000
Convertible note face value issued or assigned		150,000
Convertible Notes carrying value end of period	0	0
Note C - August 29, 2012
Convertible Notes [Roll Forward]
Convertible Notes carrying value beginning of period	35,933
Derivative Liability - fair value	18,286
Accelerated amortization of derivative liability on conversion	(18,286)
Discount on notes	(18,286)
Conversion to shares	(36,400)
Discount amortization	18,286
Accrued interest	467	933
Convertible note face value issued or assigned		35,000
Convertible Notes carrying value end of period	0	35,933
Note D - September 10, 2012
Convertible Notes [Roll Forward]
Derivative Liability - fair value		86,538
Accelerated amortization of derivative liability on conversion		(86,538)
Discount on notes		(75,000)
Conversion to shares		(75,000)
Discount amortization		75,000
Convertible note face value issued or assigned		75,000
Convertible Notes carrying value end of period	0	0
Note E - September 10, 2012
Convertible Notes [Roll Forward]
Convertible Notes carrying value beginning of period	80,593
Derivative Liability - fair value	99,831
Accelerated amortization of derivative liability on conversion	(7,600)
Discount on notes	(41,432)
Conversion to shares	(14,400)
Discount amortization	18,878
Accrued interest	1,047	2,093
Convertible note face value issued or assigned		78,500
Convertible Notes carrying value end of period	136,916	80,593
Note F - November 2, 2012
Convertible Notes [Roll Forward]
Convertible Notes carrying value beginning of period	38,000
Accrued interest	750	500
Convertible note face value issued or assigned		37,500
Convertible Notes carrying value end of period	38,750	38,000
Note G - October 25, 2012
Convertible Notes [Roll Forward]
Derivative Liability - fair value		66,183
Accelerated amortization of derivative liability on conversion		(66,183)
Discount on notes		(40,000)
Conversion to shares		(40,000)
Discount amortization		40,000
Convertible note face value issued or assigned		40,000
Convertible Notes carrying value end of period	0	0
Note H - November 9, 2012
Convertible Notes [Roll Forward]
Derivative Liability - fair value		123,438
Accelerated amortization of derivative liability on conversion		(123,438)
Discount on notes		(40,000)
Conversion to shares		(40,000)
Discount amortization		40,000
Convertible note face value issued or assigned		40,000
Convertible Notes carrying value end of period	0	0
Note I - December 5, 2012
Convertible Notes [Roll Forward]
Convertible Notes carrying value beginning of period	40,000
Derivative Liability - fair value		191,755
Accelerated amortization of derivative liability on conversion	(40,000)	(191,755)
Discount on notes		(49,000)
Conversion to shares	(40,000)	(9,000)
Discount amortization	40,000	49,000
Convertible note face value issued or assigned		49,000
Convertible Notes carrying value end of period	0	40,000
Note J - December 11, 2012
Convertible Notes [Roll Forward]
Convertible Notes carrying value beginning of period	32,717
Accrued interest	650	217
Convertible note face value issued or assigned		32,500
Convertible Notes carrying value end of period	33,367	32,717
Note K - February 5, 2013
Convertible Notes [Roll Forward]
Convertible Notes carrying value beginning of period	0
Derivative Liability - fair value	246,432
Accelerated amortization of derivative liability on conversion	(237,736)
Discount on notes	(60,000)
Conversion to shares	(56,000)
Discount amortization	57,334
Convertible note face value issued or assigned	60,000
Convertible Notes carrying value end of period	10,030
Note L - March 19, 2013
Convertible Notes [Roll Forward]
Convertible Notes carrying value beginning of period	0
Derivative Liability - fair value	108,696
Discount on notes	(45,283)
Convertible note face value issued or assigned	50,000
Convertible Notes carrying value end of period	$ 113,413

XML

Plant and Equipment

3 Months Ended

Mar. 31, 2013

Property, Plant and Equipment [Abstract]

Plant and Equipment

NOTE 4 – PLANT AND EQUIPMENT

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.

Plant and equipment at March 31, 2013 and December 31, 2012, consisted of the following:

PLANT AND EQUIPMENT	March 31, 2013		December 31, 2012
Building	$	795,355	$	795,355
Accumulated Depreciation		(610,927)		(590,227)
Equipment		1,007,660		1,007,660
Accumulated Depreciation		(760,583)		(742,111)
	$	431,505	$	470,677

Depreciation expense was $39,172 and $34,417, for the three months ended March 31, 2013 and 2012 respectively.

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Legal Proceedings (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2013
Commitments and Contingencies Disclosure [Abstract]
Pacific Gold, settlement agreement terms	On March 4, 2013, Pacific Gold Corp. agreed to settle the 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 Company agreed to allow Black Mountain Equities to exercise the warrant at issue in the case for a total of 2,200,000 shares of Company common stock and Black Mountain Equities agreed to pay $30,000 for the settlement in full of the Company’s legal fees in this matter. The settlement exchange is to take place prior to May 15, 2013.
Nevada Rae Gold, Inc. outstanding tax obligation	$ 212,000

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Summary of Significant Accounting Policies and Basis of Presentation (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Property Plant and Equipment Estimated Useful Lives	2 to 10 years
Amortization expense	$ 250	$ 0
Potentially dilutive common stock equivalents	592,630,875
Advertising Expenses	$ 491	$ 58,261
Mining Claims Estimated Useful Lives	10 years

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Summary of Significant Accounting Policies and Basis of Presentation (Details 2) (USD $)	Mar. 31, 2013
Intangible assets amortization expense
Year 2013	$ 750
Year 2014	1,000
Year 2015	1,000
Year 2016	1,000
Year 2017	1,000
Total anticipated amortization expense	$ 4,750

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Going Concern (Details Narrative) (USD $)	Mar. 31, 2013
Going Concern
Negative working capital	$ 2,928,752

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Mineral Rights (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Mineral Properties
Accumulated Depletion - Mineral Rights	$ (381)	$ (381)
Nevada Rae Gold - Morris Land
Mineral Properties
Mineral Rights	269,522	269,802
Fernley Gold - Lower Olinghouse
Mineral Properties
Mineral Rights	147,308	144,308
Pilot Mountain Resources - Project W
Mineral Properties
Mineral Rights	199,820	199,820
Pacific Metals - Graysill Claims
Mineral Properties
Mineral Rights	$ 36,615	$ 36,615

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Mineral Rights (Details Narrative) (USD $)	1 Months Ended
	Sep. 30, 2011	Feb. 28, 2011	Mar. 31, 2013	Dec. 31, 2012
Mineral Industries Disclosures [Abstract]
Allocation of costs to undeveloped mineral rights			$ 10,000	$ 10,000
Pilot Mountain Resources asset sale agreement		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. 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. The payments made to PMR are subject to a 15% royalty to Platoro West, Inc.
Proceeds received for due diligence period	$ 450,000	$ 50,000

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Mineral Rights

3 Months Ended

Mar. 31, 2013

Mineral Industries Disclosures [Abstract]

Mineral Rights

NOTE 3 – MINERAL RIGHTS

Mineral rights at March 31, 2013 and December 31, 2012 consisted of the following:

MINERAL RIGHTS	2013		2012
Nevada Rae Gold – Morris Land	$	269,522	$	269,802
Accumulated Depletion		(381)		(381)
Fernley Gold – Lower Olinghouse		147,308		144,308
Pilot Mountain Resources – Project W		199,820		199,820
Pacific Metals – Graysill Claims		36,615		36,615
	$	652,884	$	650,164

As of March 31, 2013 and December 31, 2012, 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.

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. The payments made to PMR are subject to a 15% royalty to Platoro West, Inc.

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Plant and Equipment (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Abstract]
Building	$ 795,355	$ 795,355
Accumulated Depreciation - Buildings	(610,927)	(590,227)
Equipment	1,007,660	1,007,660
Accumulated Depreciation - Equipment	(760,583)	(742,111)
Total Plant and Equipment, net	$ 431,505	$ 470,677

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Operating Leases (Details) (USD $)	Mar. 31, 2013
Leases [Abstract]
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 future lease committments	$ 200,000

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Consolidated Balance Sheets (Unaudited) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Current Assets:
Cash and Cash Equivalents	$ 20,197	$ 12,198
Prepaid Expenses	8,879	9,778
Total Current Assets	29,076	21,976
Mineral Rights, Plant and Equipment
Mineral rights, net	652,884	650,164
Plant and Equipment, net	431,505	470,677
Water Rights and Wells	90,000	90,000
Land	13,670	13,670
Total Mineral Rights, Plant and Equipment, net	1,188,059	1,224,511
Intangibles
Total Intangibles, net	9,167	9,417
Other Assets:
Reclamation Bond	197,938	197,938
Total Other Assets	197,938	197,938
TOTAL ASSETS	1,424,240	1,453,842
Current Liabilities:
Accounts Payable	1,107,774	1,060,894
Accrued Expenses	296,426	264,357
Convertible Notes, Net	142,033	408,083
Accrued Interest - Convertible Note	50,352	45,589
Derivative Liability	273,258	10,605,454
Accrued Interest - Promissory Notes, short-term portion	76,810	49,281
Promissory Notes, short-term portion	1,011,175	1,121,175
Total Current Liabilities	2,957,828	13,554,833
Long Term Liabilities:
Promissory Notes, long-term portion	108,500	0
Accrued Interest	74,479	37,368
Notes Payable	1,491,106	1,471,106
Total Liabilities	4,631,913	15,063,307
Stockholders' Deficit:
Preferred Stock	0	0
Common Stock	0	0
Additional Paid-in Capital	40,825,833	30,201,102
Non-Controlling Interests	(4,285)	(2,233)
Accumulated Deficit	(44,029,221)	(43,808,334)
Total Stockholders' Deficit	(3,207,673)	(13,609,465)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 1,424,240	$ 1,453,842

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Subsequent Events (Details Narrative) (USD $)	2 Months Ended	3 Months Ended	5 Months Ended	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2012
Subsequent Event
Common shares issued, value	$ 56,000	$ 105,920	$ 354,000	$ 314,000
Common shares issued, shares	82,490,382	229,179,394	40,076,356	6,230,202
Accrued interest on convertible notes	3,520	3,520	28,699	28,699
Promissory notes, proceeds received		108,500		1,513,700
Convertible Notes Converted
Subsequent Event
Common shares issued, value		144,555
Common shares issued, shares		1,071,063,739
Accrued interest on convertible notes	45,042	45,042
Promissory Note Non-Affiliate
Subsequent Event
Promissory notes, proceeds received		$ 173,000

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Summary of Significant Accounting Policies and Basis of Presentation

3 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Significant Accounting Policies and Basis of Presentation

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 March 31, 2013, and December 31, 2012, 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 March 31, 2013 and December 31, 2012 there was no allowance for bad debts.

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 March 31, 2013 or December 31, 2012.

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 the straight-line method.

Intangibles Assets	March 31, 2013		December 31, 2012
Mining Claims Database	$	10,000	$	10,000
Accumulated Amortization		(833)		(583)
Net	$	9,167	$	9,417

Amortization Expense for the three months ended March 31, 2013 and 2012 was $250 and $0, respectively.

For these assets, amortization expense over the next five years is expected to be $4,750.

Year	USD
2013	$	750
2014		1,000
2015		1,000
2016		1,000
2017		1,000
	$	4,750

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 March 31, 2013, the Company had 592,630,875 of potentially dilutive common stock equivalents.

Advertising

The Company’s policy is to expense advertising costs as incurred. For the three months ended March 31, 2013, and 2012 the Company incurred $491 and $58,261, respectively, in advertising costs.

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.

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

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 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 three months ended March 31, 2013 or 2012.

Recently Issued Accounting Pronouncements

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.

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Promissory Notes (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Promissory Notes [Roll Forward]
Promissory notes, beginning balance	$ 1,170,456	$ 1,388,045
Promissory notes, proceeds received	108,500	1,513,700
Promissory note, assigned	0	(1,492,200)
Promissory notes, interest accrued	27,529	103,911
Promissory notes, conversions	0	(343,000)
Promissory notes, assignment of convertible note	(110,000)
Promissory notes, ending balance	$ 1,196,485	$ 1,170,456

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Mineral Rights (Tables)

3 Months Ended

Mar. 31, 2013

Extractive Industries [Abstract]

Schedule of Mineral Rights Assets

MINERAL RIGHTS	2013		2012
Nevada Rae Gold – Morris Land	$	269,522	$	269,802
Accumulated Depletion		(381)		(381)
Fernley Gold – Lower Olinghouse		147,308		144,308
Pilot Mountain Resources – Project W		199,820		199,820
Pacific Metals – Graysill Claims		36,615		36,615
	$	652,884	$	650,164

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Promissory Notes (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2013
Debt Disclosure [Abstract]
Promissory notes, assignment to a third party, principal	$ 110,000
Proceeds received from non-affiliate, accrued interest rate	10.00%
Proceeds received from non-affiliate, due date	Jan. 02, 2015

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Promissory Notes (Tables)

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Schedule of Promissory Note Payable

Balance at January 1, 2012	$	1,388,045
Proceeds Received		1,513,700
Promissory Note Assigned		(1,492,200)
Interest Accrued thru December 31, 2012		103,911
Payments thru December 31, 2012		-
Conversions thru December 31, 2012		(343,000)
Balance at December 31, 2012	$	1,170,456
Proceeds Received		108,500
Interest Accrued thru March 31, 2013		27,529
Payments thru March 31, 2013		-
Conversions thru March 31, 2013		-
Assignment of Promissory Note to Convertible Note thru March 31, 2013		(110,000)
Balance at March 31, 2013	$	1,196,485

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Interim Financial Statements

3 Months Ended

Mar. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Interim Financial Statements

NOTE 2 - INTERIM FINANCIAL STATEMENTS

The accompanying interim unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Preferred stock, par value per share in dollars	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value in dollars	$ 0.0000000001	$ 0.0000000001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	962,348,163	144,770,119
Common stock, shares outstanding	962,348,163	144,770,119

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Legal Proceedings

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Legal Proceedings

NOTE 12 – LEGAL PROCEEDINGS

On March 4, 2013, Pacific Gold Corp. (the “Company”) agreed to settle the 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 Company agreed to allow Black Mountain Equities to exercise the warrant at issue in the case for a total of 2,200,000 (two million two hundred thousand) shares of Company common stock and Black Mountain Equities agreed to pay $30,000 for the settlement in full of the Company’s legal fees in this matter. The settlement exchange is to take place prior to May 15, 2013.

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.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	May 13, 2013
Document And Entity Information
Entity Registrant Name	PACIFIC GOLD CORP
Entity Central Index Key	0001137855
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		2,033,411,902
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

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Going Concern

3 Months Ended

Mar. 31, 2013

Going Concern

Going Concern

NOTE 13 – GOING CONCERN

The Company’s 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 March 31, 2013, the Company had an accumulated deficit of $44,029,221, negative working capital of $2,928,752, and negative cash flows from the three months ended March 31, 2013 operations of $117,781, raising substantial doubt about its ability to continue as a going concern. During the three months ended March 31, 2013, 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.

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Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenue:
Total Revenue	$ 0	$ 47,283
Production Costs:
Production Costs	0	52,254
Depreciation	39,422	34,417
Gross Margin	(39,422)	(39,388)
Operating Expenses:
General and Administrative	198,513	624,805
Total Operating Expenses	198,513	624,805
Net Loss from Operations	(237,935)	(664,193)
Other Income (Expenses)
Foreign Exchange Gain (Loss)	884	(746)
Amortization of Debt Discount	(303,351)	(372,970)
Interest Expense	(379,123)	(411,323)
Change in Fair Value of Derivative Liability	696,588	66,969
Total Other Income (Expenses)	14,998	(718,070)
Net Loss Before Non-Controlling Interests	(222,937)	(1,382,263)
Less: Loss Attributable to Non-Controlling Interests	(2,052)	0
Net Loss	$ (220,885)	$ (1,382,263)
Basic and Diluted Loss per Share	$ (0.001)	$ (0.035)
Weighted Average Shares Outstanding - Basic and Diluted	338,777,765	39,829,467

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Financing

3 Months Ended

Mar. 31, 2013

Other Liabilities Disclosure [Abstract]

Financing

NOTE 7 – 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.

There were no additional notes issued or assigned during the three months ended March 31, 2013.

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
Carrying amount of convertible note, net on January 1, 2012	$	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
Add: Face Value – Convertible Notes assigned		-	-	-	-	-	-	-	-
Add: Relative fair value of:
Derivative Liability		-	-	-	-	-	(204,659)	(605,455)	(810,114)
Change in and accelerated amortization of derivative liability on conversions		-	-	-	-	-	(9,691,705)	-	(9,691,705)
Discount on Note		-	-	-	-	-	-	-	-
Discount amortization thru March 31, 2013		-	-	-	-	-	111,354	4,500	115,854
Interest Accrued thru March 31, 2013		-	-	-	-	-	4,354	662	5,016
Conversions to shares thru March 31, 2013		-	-	-	-	-	(263,000)	-	(263,000)
Carrying amount of convertible notes, net on March 31, 2013	$	-	-	-	-	-	86,111	47,057	133,168

On August 2, 2012, September 10, 2012, October 25, 2012, November 9, 2012, and December 5, 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 March 31, 2013 the investor has converted $354,000 of debt obligations into 40,076,356 shares of common stock of the Company.

On February 5, 2013, and March 19, 2013 a holder of $110,000 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 March 31, 2013 the investor has converted $56,000 of debt obligations into 82,490,382 shares of common stock of the Company.

On July 27, 2012, August 29, 2012, September 10, 2012, November 2, 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. As of March 31, 2013 the investor has converted $105,920 of debt obligations into 229,179,394 shares of common stock of the Company.

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 2,	August 29,	September 10,	September 10,
Issuance Date	2012		2012	2012	2012	2012
Carrying amount of convertible notes, net on January 1, 2012	$	-	-	-	-	-
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
Add: Relative fair value of:
Derivative Liability		164,483	-	18,286	-	99,831
Accelerated amortization of derivative liability on conversions		(164,483)	-	(18,286)	-	(7,600)
Discount on Note		(53,000)	-	(18,286)	-	(41,432)
Discount amortization thru March 31, 2013		53,000	-	18,286	-	18,878
Interest Accrued thru March 31, 2013		353	-	467	-	1,047
Conversions to shares thru March 31, 2013		(55,120)	-	(36,400)	-	(14,400)
Carrying amount of convertible notes, net on March 31, 2013	$	-	-	-	-	136,916

	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 January 1, 2012	$	-	-	-	-	-
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
Add: Relative fair value of:
Derivative Liability		-	-	-		-
Accelerated amortization of derivative liability on conversions		-	-	-	(40,000)	-
Discount on Note		-	-	-	-	-
Discount amortization thru March 31, 2013		-	-	-	40,000	-
Interest Accrued thru March 31, 2013		750	-	-	-	650
Conversions to shares thru March 31, 2013		-	-	-	(40,000)	-
Carrying amount of convertible notes, net on March 31, 2013	$	38,750	-	-	-	33,367

	Note K		Note L
	February 05,		March 19,
	2013		2013	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
Face Value – Convertible Note		60,000	50,000	110,000
Add: Relative fair value of:
Derivative Liability		246,432	108,696	637,728
Accelerated amortization of derivative liability on conversions		(237,736)	-	(468,105)
Discount on Note		(60,000)	(45,283)	(218,001)
Discount amortization thru March 31, 2013		57,334	-	187,498
Interest Accrued thru March 31, 2013		-	-	3,267
Conversions to shares thru March 31, 2013		(56,000)	-	(201,920)
Carrying amount of convertible notes, net on March 31, 2013	$	10,030	113,413	332,476

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Promissory Notes

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Promissory Notes

NOTE 6 – PROMISSORY NOTES

During the three months ended March 31, 2013, $110,000 in principal of the promissory notes was assigned to a third party that is not affiliated with the Company as discussed in Note 7.

During the three months ended March 31, 2013, the Company received total proceeds of $108,500 from a non-affiliate. The note accrues interest at a rate of 10% per annum from the date of the agreement. The principal and accrued interest is due on January 2, 2015.

As of March 31, 2013, Pacific Gold owes $1,196,485 in promissory notes.

A summary of the notes is as follows:

Balance at January 1, 2012	$	1,388,045
Proceeds Received		1,513,700
Promissory Note Assigned		(1,492,200)
Interest Accrued thru December 31, 2012		103,911
Payments thru December 31, 2012		-
Conversions thru December 31, 2012		(343,000)
Balance at December 31, 2012	$	1,170,456
Proceeds Received		108,500
Interest Accrued thru March 31, 2013		27,529
Payments thru March 31, 2013		-
Conversions thru March 31, 2013		-
Assignment of Promissory Note to Convertible Note thru March 31, 2013		(110,000)
Balance at March 31, 2013	$	1,196,485

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Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2013

Property, Plant and Equipment [Abstract]

Property Plant and Equipment

PLANT AND EQUIPMENT	March 31, 2013		December 31, 2012
Building	$	795,355	$	795,355
Accumulated Depreciation		(610,927)		(590,227)
Equipment		1,007,660		1,007,660
Accumulated Depreciation		(760,583)		(742,111)
	$	431,505	$	470,677

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Subsequent Events

3 Months Ended

Mar. 31, 2013

Subsequent Events [Abstract]

Subsequent Events

NOTE 14 – SUBSEQUENT EVENTS

Subsequent to quarter end, the debenture holders of the convertible notes converted $144,555 in principal and $45,042 in accrued interest into 1,071,063,739 shares of common stock.

Subsequent to quarter end, the Company issued $173,000 in a promissory note to a non-affiliate.

Subsequent to quarter end, a holder of $495,000 in promissory note principal transferred $175,000 of the obligation to a non-affiliate.

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

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Major Customers

3 Months Ended

Mar. 31, 2013

Risks and Uncertainties [Abstract]

Major Customers

NOTE 10 – MAJOR CUSTOMERS

For the three months ended March 31, 2013 and 2012, 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.

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Common Stock

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

Common Stock

NOTE 8 – COMMON STOCK

For the three months ended March 31, 2013, 817,578,044 common shares were issued for $461,400 in principal and $3,520 in accrued interest on the convertible notes discussed in Note 7 above.

On January 22, 2013, 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 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.

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.

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Operating Leases

3 Months Ended

Mar. 31, 2013

Leases [Abstract]

Operating Leases

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 March 31, 2013:

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 three months ended March 31, 2013 and 2012 was $1,221.

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Non-Controlling Interest

3 Months Ended

Mar. 31, 2013

Noncontrolling Interest [Abstract]

Non-Controlling Interest

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.

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Shareholder Note Payable / Related Party Transactions (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2013
Related Party Transactions [Abstract]
Related party, debt	$ 1,491,106
Related party, accrued interest	$ 74,479
Related party, promissory note, interest rate	10.00%
Related party, promissory note, due date	Jan. 02, 2014
Related party, promissory note, conversion rate to shares common stock	$ 0.02

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Summary of Significant Accounting Policies and Basis of Presentation (Tables)

3 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Future Amortization of Intangible Assets

Intangibles Assets	March 31, 2013		December 31, 2012
Mining Claims Database	$	10,000	$	10,000
Accumulated Amortization		(833)		(583)
Net	$	9,167	$	9,417

Schedule of Amortization of Intangible Assets

Year	USD
2013	$	750
2014		1,000
2015		1,000
2016		1,000
2017		1,000
	$	4,750

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Operating Leases (Tables)

3 Months Ended

Mar. 31, 2013

Leases [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

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

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Operating Leases (Details Narrative) (USD $)	1 Months Ended	3 Months Ended		12 Months Ended
	Oct. 31, 2003	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2011
Leases [Abstract]
Operating lease with Corporate Creditors Committee LLC	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.
Nevada Rae Gold Lease				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.
Mobile office monthly rent		$407 per month
Mobile office rent expense		$ 1,221	$ 1,221

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Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (220,885)	$ (1,382,263)
Adjustments to Reconcile Net Loss to Net Cash used in Operating Activities:
Depreciation and Depletion	39,422	34,417
Loss Attributable to Non-Controlling Interests	(2,052)	0
Non-cash Portion of Interest on Convertible Debt	306,200	343,496
Issuance of Stock for Services	0	30,000
Asset Write Down	0	9,893
Amortization of Debt Discount	303,351	372,970
Change in Fair Value of Derivative Liability	(696,588)	(66,969)
Changes in:
Inventory	0	39,826
Accounts Receivable	0	1,313
Prepaid Expenses	899	(5,112)
Accounts Payable	46,880	189,436
Accrued Expenses	32,069	25,422
Accrued Interest	72,923	66,606
NET CASH USED IN OPERATING ACTIVITIES	(117,781)	(340,965)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases and Development of Property and Equipment	(2,720)	(3,000)
Net Change in Deposits	0	(4,148)
NET CASH USED IN INVESTING ACTIVITIES	(2,720)	(7,148)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Related Party Debt	0	(9,500)
Proceeds from Notes Payable	20,000	0
Proceeds from Related Party Debt	0	15,000
Proceeds from Promissory Notes	108,500	243,000
NET CASH PROVIDED IN FINANCING ACTIVITIES	128,500	248,500
NET CHANGE IN CASH AND CASH EQUIVALENTS	7,999	(99,613)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	12,198	103,454
CASH AND CASH EQUIVALENTS AT END OF PERIOD	20,197	3,841
Cash paid during the year for:
Interest	0	0
Income Taxes	0	0
Non-cash financing and investing activities:
Assignment of Portion of Promissory Note to Convertible Note	110,000	250,000
Assignment of Promissory Notes Accrued Interest to Convertible Note	0	137,102
Conversion of Notes Payable into Common Stock	10,621,210	719,200
Conversion of Accrued Interest into Common Stock	$ 3,520	$ 0

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Shareholder Note Payable / Related Party Transactions

3 Months Ended

Mar. 31, 2013

Related Party Transactions [Abstract]

Shareholder Note Payable / Related Party Transactions

NOTE 5 – SHAREHOLDER NOTE PAYABLE/RELATED PARTY TRANSACTIONS

As of March 31, 2013, Pacific Gold owes $1,491,106 in principal and $74,479 in accrued interest to a company owned by the Chief Executive Officer. 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.

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.

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Summary of Significant Accounting Policies and Basis of Presentation (Details 1) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Intangible Assets
Mining Claims Database	$ 10,000	$ 10,000
Accumulated Amortization	(833)	(583)
Finite Lived Intangible Assets, Net	$ 9,167	$ 9,417

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Financing (Details Narrative) (USD $)	2 Months Ended	3 Months Ended	5 Months Ended	6 Months Ended	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2012	Dec. 31, 2012	Dec. 31, 2011
Other Liabilities Disclosure [Abstract]
Terms of Convertible Note Payable Assigned to Non-Affiliate						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.
Assignment of note payable	$ 110,000		$ 354,000	$ 276,500	$ 987,900	$ 500,000
Note payable conversion rate discount	0.47		0.47	0.42	0.45	0.45
Note payable interest rate				8.00%	12.00%	12.00%
Note payable default interest rate					24.99%	24.99%
Note payable prepayment premium provision					50% premium of amounts being repaid	50% premium of amounts being repaid
Note payable potential issuance of common shares upon conversion						50,000,000
Note payable assigned accrued interest					150,300
Shares issued upon conversion of debt, value	56,000	105,920	354,000		314,000
Shares issued upon conversion of debt, shares	82,490,382	229,179,394	40,076,356		6,230,202
Convertible notes issued					$ 276,500

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Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Use of Estimates and Assumptions

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

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 March 31, 2013, and December 31, 2012, cash includes cash on hand and cash in the bank.

Revenue Recognition

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

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 March 31, 2013 and December 31, 2012 there was no allowance for bad debts.

Inventories

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 March 31, 2013 or December 31, 2012.

Property and Equipment

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

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

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 the straight-line method.

Impairment of Long-Lived Assets

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

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

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 March 31, 2013, the Company had 592,630,875 of potentially dilutive common stock equivalents.

Advertising

Advertising

The Company’s policy is to expense advertising costs as incurred. For the three months ended March 31, 2013, and 2012 the Company incurred $491 and $58,261, respectively, in advertising costs.

Environmental Remediation Liability

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.

Financial Instruments

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 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

Derivative Liability Related to Convertible Notes

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 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

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 three months ended March 31, 2013 or 2012.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

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.