10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission file number: 333-150462

Pershing Gold Corporation

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	26-0657736 (I.R.S. Employer Identification No.)
1658 Cole Boulevard Building 6, Suite 210 Lakewood CO (Address of principal executive offices)	80401 (Zip Code)

Registrant’s telephone number, including area code (877) 705-9357

(Former name, former address and former fiscal year, if changed since last report.)

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). x Yes o No.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. 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

(Do not check if a smaller reporting company)

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

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 13, 2013, there were 273,292,023 shares of common stock, par value $0.0001, issued and outstanding.

1

PERSHING GOLD CORPORATION

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		Page
ITEM 1	Financial Statements	3
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	23
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	28
ITEM 4	Controls and Procedures	28
PART II – OTHER INFORMATION
ITEM 1	Legal Proceedings	29
ITEM 1A	Risk Factors	29
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	29
ITEM 3	Defaults Upon Senior Securities	29
ITEM 4	Mine Safety Disclosures	30
ITEM 5	Other Information	30
ITEM 6	Exhibits	30

2

ITEM 1 Financial Statements

PERSHING GOLD CORPORATION AND SUBSIDIARIES

(FORMERLY SAGEBRUSH GOLD LTD.)

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2013			2012
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,082,116		$	3,218,191
Other receivables		-			77,364
Prepaid expenses  - current portion		306,363			502,837
Total Current Assets		2,388,479			3,798,392
NON - CURRENT ASSETS:
Property and equipment, net - (see Note 6)		7,160,366			7,386,776
Mineral rights - (see Note 5)		16,786,912			16,786,912
Reclamation bond deposit - (see Note 5)		4,645,533			4,645,533
Deposits		3,884			3,884
Total Non - Current Assets		28,596,695			28,823,105
Total Assets	$	30,985,174		$	32,621,497
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	822,258		$	778,314
Note payable - current portion (see Note 7)		23,036			23,036
Note payable - related party, net of debt discount - (see Note 8)		486,250			486,250
Total Current Liabilities		1,331,544			1,287,600
LONG-TERM LIABILITIES:
Note payable - long term portion (see Note 7)		55,671			59,510
Total Liabilities		1,387,215			1,347,110
Commitments and Contingencies
STOCKHOLDERS' EQUITY :
Preferred stock,  $0.0001 par value; 50,000,000 authorized - (see Note 9)
Convertible Series A Preferred stock ($.0001 Par Value; 2,250,000 Shares Authorized;
none issued and outstanding as of  March 31, 2013 and December 31, 2012, respectively)		-			-
Convertible Series B Preferred stock ($.0001 Par Value; 8,000,000 Shares Authorized;
none issued and outstanding as of March 31, 2013 and December 31, 2012, respectively)		-			-
Convertible Series C Preferred stock ($.0001 Par Value; 3,284,396 Shares Authorized;
none issued and outstanding as of March 31, 2013 and December 31, 2012, respectively)		-			-
Convertible Series D Preferred stock ($.0001 Par Value; 7,500,000 Shares Authorized;
none issued and outstanding as of March 31, 2013 and December 31, 2012)		-			-
Common stock ($.0001 Par Value; 500,000,000 Shares Authorized;
273,292,023 and 266,592,023  shares issued and outstanding as of
March 31, 2013 and December 31, 2012, respectively) - (see Note 9)		27,329			26,659
Additional paid-in capital		114,431,594			113,052,194
Accumulated deficit		(14,901,794	)		(14,901,794	)
Accumulated deficit since inception of exploration stage (September 1, 2011)		(69,959,170	)		(66,902,672	)
Total Stockholders' Equity		29,597,959			31,274,387
Total Liabilities and Stockholders' Equity	$	30,985,174		$	32,621,497

See accompanying notes to unaudited consolidated financial statements.

3

PERSHING GOLD CORPORATION  AND SUBSIDIARIES

(FORMERLY SAGEBRUSH GOLD LTD.)

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

							For the Period from
							Inception of
							Exploration stage
	For the Three Months Ended March 31,						(September 1, 2011) through
	2013			2012			March 31, 2013
	(Unaudited)			(Unaudited)			(Unaudited)
Net revenues	$	-		$	-		$	-
Operating expenses:
Compensation and related taxes		1,634,243			6,490,733			22,443,071
Exploration cost		415,472			1,289,899			7,436,495
Consulting fees		345,533			918,624			8,251,009
General and administrative expenses		1,103,876			1,021,863			6,708,629
Total operating expenses		3,499,124			9,721,119			44,839,204
Operating loss from continuing operations		(3,499,124	)		(9,721,119	)		(44,839,204	)
OTHER INCOME (EXPENSES):
Other income		-			80,000			80,000
Gain from sale of uranium assets pursuant to an option agreement		-			930,000			930,000
Gain from sale of subsidiaries		-			-			2,500,000
Loss from extinguishment of debts		-			(4,769,776	)		(4,769,776	)
Change in fair value of derivative liability		-			(1,454,889	)		5,447,917
Loss from disposal of assets		-			(9,434	)		(192,759	)
Settlement expense		-			-			(9,682,196	)
Realized gain - trading securities		-			19,702			19,702
Realized gain - available for sale securities - (see Note 4)		451,333			323,000			1,941,933
Share of loss of equity method investee		-			-			(83,333	)
Interest expense and other finance costs, net of interest income		(8,707	)		(11,330,418	)		(15,932,981	)
Total other income (expenses) - net		442,626			(16,211,815	)		(19,741,493	)
Loss from continuing operations before provision for income taxes		(3,056,498	)		(25,932,934	)		(64,580,697	)
Provision for income taxes		-			-			-
Loss from continuing operations		(3,056,498	)		(25,932,934	)		(64,580,697	)
Discontinued operations:
(Loss) gain from discontinued operations, net of tax		-			(50,174	)		802,367
Net loss		(3,056,498	)		(25,983,108	)		(63,778,330	)
Less: Net loss (income) attributable to non-controlling interest		-			606			(172,517	)
Net loss attributable to Pershing Gold Corporation		(3,056,498	)		(25,982,502	)		(63,950,847	)
Preferred deemed dividend		-			(1,616,777	)		(5,987,173	)
Preferred stock dividends		-			(9,000	)		(21,150	)
Net loss available to common stockholders	$	(3,056,498	)	$	(27,608,279	)	$	(69,959,170	)
Loss per common share, basic and diluted:
Loss from continuing operations	$	(0.01	)	$	(0.17	)	$	(0.31	)
Loss from discontinued operations		(0.00	)		(0.00	)		0.00
	$	(0.01	)	$	(0.17	)	$	(0.31	)
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - Basic and Diluted		270,090,916			152,753,739			208,371,263

See accompanying notes to unaudited consolidated financial statements.

4

PERSHING GOLD CORPORATION  AND SUBSIDIARIES

(FORMERLY SAGEBRUSH GOLD LTD.)

(AN EXPLORATION STAGE COMPANY)

 CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Three Months Ended			For the Three Months Ended			For the Period from Inception of Exploration stage (September 1, 2011) through
	March 31, 2013			March 31, 2012			March 31, 2013
	(Unaudited)			(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to Pershing Gold Corporation	$	(3,056,498	)	$	(25,982,502	)		(63,950,847	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		245,958			241,794			1,564,534
Bad debts		-			13,333			513,333
Bad debts in connection with discontinued operations		-			61,050			65,300
Amortization of debt discounts and deferred financing cost		-			8,100,450			12,049,972
Amortization of prepaid expense in connection
with the issuance of common stock issued for prepaid services		-			-			116,669
Loss from extinguishment of debts		-			4,769,776			4,769,776
Change in fair value of derivative liability		-			1,454,889			(5,447,917	)
Interest expense in connection with the note modification		-			3,022,186			3,022,186
Interest expense in connection with the conversion of notes payable		-			-			230,192
Interest expense in connection with the cancellation of debt and
assignment of shares agreement		-			-			61,500
Gain from disposal of discontinued operations		-			-			(1,134,448	)
Loss from disposal of assets		-			9,434			192,759
Non-controlling interest		-			(606	)		172,348
Realized gain - available for sale securities		(451,333	)		(323,000	)		(1,941,933	)
Realized gain - trading securities		-			(19,702	)		(19,702	)
Gain from sale of subsidiary		-			-			(500,000	)
Share of loss of equity method investee		-			-			83,333
Common stock issued and included in settlement expense		-			-			9,644,696
Stock-based compensation		1,395,136			6,370,065			23,541,572
Gain from sale of uranium assets pursuant to an option agreement		-			(930,000	)		(930,000	)
Changes in operating assets and liabilities:
Restricted cash - current portion		-			-			1,320,817
Other receivables		77,364			99,908			86,575
Prepaid expenses - current portion and other current assets		196,474			70,845			1,955,205
Assets of discontinued operations - current portion		-			-			141,378
Prepaid expenses - long-term portion		-			2,492			41,912
Restricted cash - long-term portion		-			-			500,000
Deposits		-			(8,884	)		(95,788	)
Assets of discontinued operations - long term portion		-			-			40,556
Accounts payable and accrued expenses		43,944			88,451			422,571
Liabilities of discontinued operation		-			(21,622	)		28,730
NET CASH USED IN  OPERATING ACTIVITIES		(1,548,955	)		(2,981,643	)		(13,454,721	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of mining rights		-			(550,000	)		(2,576,400	)
Payments received on notes receivable		-			930,000			1,430,000
Increase in reclamation bond deposits		-			-			(1,715,629	)
Net proceeds received from the sale of marketable securities		451,333			323,000			2,061,635
Proceeds from disposal of assets		-			70,875			207,505
Purchase of property and equipment		(19,548	)		(178,493	)		(422,281	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		431,785			595,382			(1,015,170	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net of issuance cost		-			847,500			12,609,866
Proceeds from sale of preferred stock		-			1,000,000			4,284,396
Proceeds from note payable		-			500,000			500,000
Proceeds from convertible promissory notes		-			-			1,715,604
Payments on notes payable		(3,839	)		(1,039,771	)		(3,419,931	)
Advances to former parent company		-			-			48,745
Distribution to former parent company		(15,066	)		-			(108,706	)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(18,905	)		1,307,729			15,629,974
EFFECT OF EXCHANGE RATE ON CASH		-			-			1,649
NET (DECREASE) INCREASE  IN CASH AND CASH EQUIVALENTS		(1,136,075	)		(1,078,532	)		1,161,732
CASH AND CASH EQUIVALENTS- beginning of period		3,218,191			3,670,567			920,384
CASH AND CASH EQUIVALENTS- end of period	$	2,082,116		$	2,592,035		$	2,082,116
SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION:
Cash paid for:
Interest	$	1,413		$	71,817		$	531,537
Income taxes	$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for payment of notes payable and accrued interest	$	-		$	8,315,258		$	9,323,005
Issuance of common stock in connection with the conversion of a promissory
note into a current private placement	$	-		$	-		$	611,750
Issuance of a note payable in connection with the
Issuance of additional notes payable upon assignment of debt	$	-		$	294,285		$	294,285
Beneficial conversion feature and debt discount in connection with the
issuance of convertible promissory notes	$	-		$	168,163		$	1,883,767
Preferred stock deemed dividend	$	-		$	1,616,777		$	4,901,173
Issuance of common stock for payment of Continental's accrued legal fees	$	-		$	170,614		$	170,614
Issuance of common stock for payment of accrued dividend	$	-		$	3,601		$	3,601
Reclassification of derivative liability to equity	$	-		$	7,750,289		$	7,750,289
Issuance of a note receivable upon sale of subsidiary	$	-		$	-		$	500,000
Issuance of a note receivable in connection with sale of uranium
assets pursuant to an option agreement	$	-		$	1,000,000		$	930,000
Common stock and warrants issued for acquisition of mining rights	$	-		$	-		$	5,709,441
Distribution to former parent company	$	-		$	-		$	517,949
Cancellation of debt in connection with the assignment of shares	$	-		$	-		$	42,000
Issuance of a note payable for purchase of mining equipment	$	-		$	-		$	92,145
Cancellation of debt in connection with an assignment agreement	$	-		$	-		$	33,500

See accompanying notes to unaudited consolidated financial statements.

5

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization

Pershing Gold Corporation (the “Company”), formerly named Sagebrush Gold Ltd., formerly named The Empire Sports & Entertainment Holdings Co. (“Empire”), formerly named Excel Global, Inc., was incorporated under the laws of the State of Nevada on August 2, 2007. On February 27, 2012, the Company changed its name to Pershing Gold Corporation. The Company is a gold and precious metals exploration company pursuing exploration and development opportunities primarily in Nevada. The Company is currently focused on exploration of its Relief Canyon properties in Pershing County in northwestern Nevada. None of the Company’s properties contain proven and probable reserves, and all of the Company’s activities on all of its properties are exploratory in nature.

On September 1, 2011, the Company exited the sports and entertainment business and disposed of its Empire subsidiary pursuant to a Stock Purchase Agreement by and between the Company, Empire and Concert International Inc. (“CII”). Pursuant to the stock purchase agreement, the Company agreed to sell to CII its Empire subsidiary, including the 66.67% equity ownership interest in Capital Hoedown Inc. (“Capital Hoedown”), for $500,000. As a result, on September 1, 2011, Empire and Capital Hoedown were no longer subsidiaries of the Company.

A wholly-owned subsidiary, EXCX Funding Corp., a Nevada corporation was formed in January 2011 and currently holds the note payable - related party (see Note 8).

On August 30, 2011, the Company, through its wholly-owned subsidiary, Gold Acquisition Corp. (“Gold Acquisition”) acquired the Relief Canyon Mine property (“Relief Canyon”) located in Pershing County, near Lovelock, Nevada, for an aggregate purchase price consisting of: (i) $12,000,000 cash and (ii) $8,000,000 in senior secured convertible promissory notes.

A wholly-owned subsidiary, Pershing Royalty Company., a Delaware corporation, was formed on May 17, 2012 to hold a royalty interest in two gold exploration properties (see Note 3).

Going concern

The Company is in the exploration stage and does not generate revenues to meet its operating expenses.

These consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company has incurred a net loss of approximately $3.1 million for the three months ended March 31, 2013, $1.5 million of net cash used in operations for the three months ended March 31, 2013 and cumulative net losses of approximately $84.9 million since its inception and requires capital for its contemplated operational and exploration activities to take place. The Company plans to raise additional capital to carry out its business plan. The Company's ability to raise additional capital through future equity and debt securities issuances is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

6

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and Principle of Consolidation

The condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and present the condensed consolidated financial statements of the Company as of March 31, 2013. All intercompany transactions and balances have been eliminated and net earnings are reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests. Prior periods have been restated in the Company’s consolidated financial statements and related footnotes to conform to this presentation and all transactions relating to the sports and entertainment business are included in discontinued operations. All adjustments (consisting of normal recurring items) necessary to present fairly the Company's financial position as of March 31, 2013, and the results of operations and cash flows for the three months ended March 31, 2013 have been included. The results of operations for the three months ended March 31, 2013 are not necessarily indicative of the results to be expected for the full year. The accounting policies and procedures employed in the preparation of these condensed consolidated financial statements have been derived from the audited financial statements of the Company for the period ended December 31, 2012, which are contained in the Company's Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on April 1, 2013. The consolidated balance sheet as of December 31, 2012 was derived from those financial statements.

Exploration stage company

On September 1, 2011, the Company exited the sports and entertainment business and sold its Empire subsidiary. The Company is engaged in gold and precious metals exploration. The Company has been in the exploration stage since September 1, 2011 and has not yet realized any revenues from its planned operations. The Company is an exploration stage company as defined in Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) ASC 915 “Development Stage Entities”.

Use of estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, allowance for bad debts, the useful life of property and equipment, the assumptions used to calculate fair value of options granted and derivative liability, beneficial conversion on convertible notes payable, capitalized mineral rights, asset valuations, common stock issued for services, common stock issued for conversion of notes and common stock issued in connection with an acquisition.

Non-controlling interests in consolidated financial statements

In December 2007, ASC 810-10-65, “Non-controlling Interests in Consolidated Financial Statements” clarified that a non-controlling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and non-controlling interest, with disclosure on the face of the consolidated income statement of the amounts attributed to the parent and to the non-controlling interest. In accordance with ASC 810-10-45-21, those losses attributable to the parent and the non-controlling interest in subsidiary may exceed their interests in the subsidiary’s equity. The excess and any further losses attributable to the parent and the non-controlling interest shall be attributed to those interests even if that attribution results in a deficit non-controlling interest balance.

7

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s accounts at this institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. At March 31, 2013, the Company had bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.

Marketable securities

Marketable securities consist of the Company’s investment in publicly traded equity securities and are generally restricted for sale under Federal securities laws. The Company’s policy is to liquidate securities received when market conditions are favorable for sale. Since these securities are often restricted, the Company is unable to liquidate them until the restriction is removed. Marketable securities that are bought and held principally for the purpose of selling them in the near term are to be classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Pursuant to ASC Topic 320, “Investments – Debt and Equity Securities,” the Company’s marketable securities have a readily determinable and active quoted price, such as from NASDAQ, NYSE Euronext, the Over the Counter Bulletin Board, and the OTC Markets Group.

Trading securities are carried at fair value, with changes in unrealized holding gains and losses included in income and classified within interest and other income, net, in the accompanying consolidated statements of operations.

Available for sale securities are carried at fair value, with changes in unrealized gains or losses are recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale are reflected in the net income (loss) for the period in which the security was liquidated.

Fair value of financial instruments

The Company adopted ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company analyzes all financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Depending on the product and the terms of the transaction, the fair value of notes payable and derivative liabilities were modeled using a series of techniques, including closed-form analytic formula, such as the Black-Scholes option-pricing model.

8

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company classifies the investments in marketable securities available for sale as Level 3, adjusted for the effect of restriction. The securities are restricted and cannot be readily resold by the Company absent a registration of the sale of those securities under the Securities Act of 1933 as amended (the “Securities Act”) or the availability of an exemption from the registration. Unrealized gains or losses on marketable securities available for sale are recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale are reflected in net income for the period in which the security was liquidated. At the end of each period, the Company evaluates the carrying value of the marketable securities for a decrease in value. The Company evaluates the company underlying these marketable securities to determine whether a decline in fair value below the amortized cost basis is other than temporary. If the decline in fair value is judged to be “other- than- temporary”, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is charged to earnings.

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their estimated fair market value based on the short-term maturity of these instruments. The carrying amount of the notes payable at March 31, 2013 approximate their respective fair value based on the Company’s incremental borrowing rate.

Prepaid expenses

Prepaid expenses – current portion of $306,363 and $502,837 at March 31, 2013 and December 31, 2012, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses include prepayments (in cash and common stock) of public relation services, consulting and business advisory services, and prepaid insurance and mineral lease which are being amortized over the terms of their respective agreements.

Mineral property acquisition and exploration costs

Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production method over the estimated life of the proven and probable reserves. If in the future the Company has capitalized mineral properties, these properties will be periodically assessed for impairment. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed. During the three months ended March 31, 2013 and 2012, the Company incurred exploration cost of $415,472 and $1,289,899, respectively.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

ASC 930-805, “Extractive Activities-Mining: Business Combinations”, states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 805. ASC 805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims.

ASC 930-805-30-1 and 30-2 provides that in fair valuing mineral assets, an acquirer should take into account both:

• The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets.

• The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants.

Property and equipment

Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally one to twenty five years.

Impairment of long-lived assets

The Company accounts for the impairment or disposal of long-lived assets according to the ASC 360 “Property, Plant and Equipment”. The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of long-lived assets, including mineral rights, may not be recoverable. Long-lived assets in the exploration stage are monitored for impairment based on factors such as the Company's continued right to explore the area, exploration reports, assays, technical reports, drill results and the Company's continued plans to fund exploration programs on the property, and whether sufficient work has been performed to indicate that the carrying amount of the mineral property cost carried forward as an asset will not be fully recovered, even though a viable mine has been discovered. The tests for long-lived assets in the exploration stage would be monitored for impairment based on factors such as current market value of the long-lived assets and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The Company did not record any impairment charges of its long-lived assets at March 31, 2013 and December 31, 2012, respectively.

Goodwill and other intangible assets

In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following:

1.	Significant underperformance relative to expected historical or projected future operating results;
2.	Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and
3.	Significant negative industry or economic trends.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company did not have any intangible assets as of March 31, 2013 and December 31, 2012.

Income Taxes

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provision of the ASC 740-10 related to Accounting for Uncertain Income Tax Position. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is most likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open.  The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed.

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation – Stock Compensation”, which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent accounting pronouncements

Updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries, are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

NOTE 3 – ACQUISITION, DISPOSITION AND DECONSOLIDATION

Continental Resources Group, Inc.

On July 22, 2011, the Company, Continental Resources Acquisition Sub Inc. (“Acquisition Sub”) and Continental Resources Group Inc. (“Continental”) entered into a Purchase Agreement and, through Acquisition Sub, completed the purchase of substantially all of the assets of Continental.

On February 12, 2013 the SEC declared the Company’s registration statement on Form S-1 effective. The registration statement satisfies a condition allowing for the dissolution of Continental. As a result of the effectiveness of the Form S-1 registration statement, Continental completed its plan of liquidation, including the distribution of 76,095,215 of the Company’s shares on a pro rata basis to Continental shareholders of record as of March 1, 2013.

Sale of Uranium Exploration Properties

On January 26, 2012, the Company and American Strategic Minerals Corp. (“Amicor”) entered into an Option Agreement whereby Amicor acquired the option to purchase all uranium properties and claims (the “Option”) from the Company for a purchase price of $10.00 in consideration for the issuance of (i) 10,000,000 shares of Amicor’s common stock and (ii) a six month promissory note in the principal amount of $1,000,000. Pursuant to the Option, the consideration received by the Company for the option was non-refundable.

In 2012, $930,000 of the principal amount of note was paid. Under the terms of the note, Amicor was required to pay the balance of the note upon completion of a private placement totaling $1,000,000 or more on or before July 26, 2012. The $1,000,000 private placement was not completed by that date and thus Amicor was not required to pay the final $70,000 due under the note. Accordingly, no amounts under the note receivable from Amicor are currently outstanding.

Between February 2012 and January 2013, the Company sold 10,000,000 shares of Amicor’s common stock in private transactions and generated net proceeds of $1,641,933. In October 2012, Amicor changed its name to Marathon Patent Group, Inc.

Sale of Gold Exploration Properties

A wholly-owned subsidiary of the Company, Red Battle Corp. (“Red Battle”), a Delaware corporation, was formed on April 30, 2012 to hold all of the outstanding membership interests of Arttor Gold and Noble Effort, then subsidiaries of the Company which owned the Red Battle and North Battle Mountain gold exploration properties. The Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) on May 24, 2012 with Valor Gold Corp. and Valor Gold Acquisition Corp., a wholly-owned subsidiary of Valor Gold Corp., for the purpose of divesting its Red Rocks and North Battle Mountain gold properties. As a result of this transaction, Red Battle, together with Arttor Gold and Noble Effort were sold to Valor Gold.

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The Merger effectively resulted in the sale of the Company’s two Lander County, Nevada exploration properties, Red Rock Mineral Prospect (including the Centerra Prospect), and North Battle Mountain Mineral Prospect, to Valor Gold for (i) $2,000,000 in cash (the “Cash Consideration”), (ii) a 5% promissory note in the principal amount of $500,000 due 18 months following the issuance date and (iii) 25,000,000 shares of Valor Gold’s common stock.

In November 2012, the Company collected the full balance of the note receivable $500,000 plus accrued interest from Valor Gold.

Prior to the Merger, certain entities under the control of Barry Honig, a director of the Company, and Mr. Honig’s family members held 5,600,003 shares of Valor Gold. Additionally, another shareholder of the Company held 750,000 shares of Valor Gold prior to the Merger. Contemporaneously with the closing of the Merger, this shareholder purchased 1,250,000 shares of Valor Gold’s common stock in a private placement by Valor Gold. Additionally, entities under Mr. Honig’s control purchased 5,000,000 shares of Valor Gold’s Series A Preferred Stock in the Valor Gold private placement.

The issuance of 25,000,000 shares of Valor Gold’s common stock to the Company accounted for approximately 38.6% of the total issued and outstanding common stock of Valor Gold as of May 24, 2012. In February 2013, the Company sold 3,000,000 shares of Valor Gold’s common stock in a private transaction and generated net proceeds of $300,000. As of March 31, 2013, the Company holds a 28.4% interest in Valor Gold. In April 2013, the Company sold 2,000,000 shares of Valor Gold’s common stock in a private transaction and generated net proceeds of $140,000. The Company is seeking to sell its remaining shares of Valor Gold.

NOTE 4 – MARKETABLE SECURITIES

Marketable securities at March 31, 2013 consisted of the following:

	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Realized Gain from Sale of Securities		Fair Value
Marketable securities – available for sale		—		—		—		451,333		—
Total	$	—	$	—	$	—	$	451,333	$	—

In January 2013, the Company sold the remaining 1,513,333 shares of Amicor’s common stock it owned in a private transaction and generated net proceeds of $151,333. In February 2013, the Company sold 3,000,000 shares of Valor Gold’s common stock under a private transaction and generated net proceeds of $300,000.Consequently, the Company has recorded a realized gain – available for sale securities of $451,333 during the three months ended March 31, 2013.

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NOTE 5 – MINERAL PROPERTIES

Relief Canyon Properties

The Relief Canyon properties are located in Pershing County about 100 miles northeast of Reno, Nevada and at the southern end of the Humboldt Range. The Relief Canyon properties do not currently have any mineral reserves and all activities undertaken and currently proposed are exploratory in nature.

Relief Canyon Mine

Through the Company’s wholly-owned subsidiary, Gold Acquisition, the Company owns 84 unpatented lode mining claims and 118 unpatented millsites at the Relief Canyon Mine property. The property includes the Relief Canyon Mine and gold processing facilities, currently in a care and maintenance status. The Relief Canyon Mine includes three open pit mines, heap leach pads comprised of six cells, two solution ponds and a cement block constructed adsorption desorption-recovery (ADR) solution processing circuit. The ADR type process plant consists of four carbon columns, acid wash system, stripping vessel, electrolytic cells, a furnace and a retort for the production of gold doré. The process facility was completed in 2008 by Firstgold Corp and produced gold until 2009 and is currently in a care and maintenance status. The facilities are generally in good condition.

Pershing Pass Property

The Pershing Pass Property is located to the south of the Relief Canyon Mine property and consists of 489 unpatented lode mining claims (30 of which were acquired in February 2012) covering approximately 9,700 acres. Silver Scott Mines, Inc. located the claims and was the sole owner of the Pershing Pass property prior to the Company’s purchase. There is evidence of historic mining activity on the Pershing Pass property. In April 2012 the Company purchased an additional 17 mining claims adjacent to the Pershing Pass Property.

Newmont Leased Properties

On April 5, 2012, the Company purchased from Victoria Gold Corp. and Victoria Resources (US) Inc. (“VRI”) their interest in approximately 13,300 acres of mining claims and private lands adjacent to the Company’s landholdings at the Relief Canyon Mine in Pershing County, Nevada. Approximately 8,900 acres of these properties are held under leases and subleases with Newmont USA Ltd., which the Company refers to as the Newmont Leased properties. Victoria Gold has reserved a 2% net smelter return royalty from the production on 221 of the 283 unpatented mining claims that it owned directly.

The Company has posted bonds with the United States Department of the Interior Bureau of Land Management (“BLM”) as required by the State of Nevada in an amount equal to the maximum cost to reclaim land disturbed in its mining process. The Company posted a reclamation bond deposit of approximately $4.6 million to provide surface reclamation coverage for the Relief Canyon Mine, as required by the BLM to secure remediation costs if the project is abandoned or closed. Due to its investment in the bond and the close monitoring of the BLM Nevada State Office, 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.

As of March 31, 2013, based on management’s review of the carrying value of mineral rights, management determined that there is no evidence that these acquired mineral rights will not be fully recovered and accordingly, the Company has determined that no adjustment to the carrying value of mineral rights was required.

As of the date of these consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and has incurred only acquisition and exploration costs.

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NOTE 5 – MINERAL PROPERTIES (continued)

Mineral properties consisted of the following:

	March 31, 2013		December 31, 2012
Relief Canyon Mine – Gold Acquisition	$	8,501,071	$	8,501,071
Relief Canyon Mine – Newmont Leased Properties		7,709,441		7,709,441
Pershing Pass Property		576,400		576,400
	$	16,786,912	$	16,786,912

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	Estimated Life		March 31, 2013			December 31, 2012
Furniture and fixtures		5 years	$	56,995		$	56,995
Office and computer equipment		1 - 5 years		222,994			220,060
Land		—		266,977			266,977
Building and improvements		5 - 25 years		727,965			727,965
Site costs		10 years		1,272,732			1,272,732
Crushing system		20 years		2,256,943			2,256,943
Process plant and equipment		10 years		3,169,442			3,166,280
Vehicles and mining equipment		5 - 10 years		695,825			682,373
				8,669,873			8,650,325
Less: accumulated depreciation				(1,509,507	)		(1,263,549	)
			$	7,160,366		$	7,386,776

For the three months ended March 31, 2013 and 2012, depreciation expense amounted to $245,958 and $241,794 respectively.

NOTE 7 – NOTES PAYABLE

In August 2012, the Company issued a note payable amounting to $92,145 in connection with the acquisition of mining equipment. The note payable bears interest at approximately 7% per annum and is secured by a lien of the mining equipment. The note is payable in 48 equal monthly payments of $2,226 beginning in September 2012.

Notes payable – short and long term portion consisted of the following:

	March 31, 2013			December 31, 2012
Total notes payable	$	78,707		$	82,546
Less: current portion		(23,036	)		(23,036	)
Long term portion	$	55,671		$	59,510

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NOTE 8 – RELATED PARTY TRANSACTIONS

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions.

Note payable - related party

In February 2011, Mr. Honig, a Director of the Company advanced $2,250,000 to the Company under a Credit Facility Agreement. Between August 2011 and December 2011, the Company paid a total of $1,688,250 to Mr. Honig. Additionally, between July 2012 and October 2012, a total of $75,500 was extinguished on a non-cash basis reducing the principal balance of the note to $486,250 as of March 31, 2013 and December 31, 2012. As of March 31, 2013 and December 31, 2012, accrued interest and fees on this note payable – related party amounted to $149,458 and $142,164, respectively.

Continental Resources Group, Inc.

In January 2013, the Company paid $15,066 for the payment of Continental’s other public company fees. The Company recorded such advances to additional paid in capital which represents distributions to the Company’s former parent company for a total of $15,066 and $611,589 at March 31, 2013 and December 31, 2012, respectively. 

NOTE 9 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized within the limitations and restrictions stated in the Amended and Restated Articles of Incorporation of the Company, to provide by resolution or resolutions for the issuance of 50,000,000 shares of Preferred Stock, par value $0.0001 per share in such series and with such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions as the Company’s Board of Directors establish.

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NOTE 9 – STOCKHOLDERS’ EQUITY (continued)

Series A Convertible Preferred Stock


As of March 31, 2013, 2,250,000 shares of Series A Preferred Stock, $0.0001 par value were authorized with none issued and outstanding.

Series B Convertible Preferred Stock

As of March 31, 2013, 8,000,000 shares of Series B Preferred Stock, $0.0001 par value were authorized with none issued and outstanding.

Series C Convertible Preferred Stock

As of March 31, 2013, 3,284,396 shares of Series C Preferred Stock, $0.0001 par value were authorized with none issued and outstanding.

Series D Convertible Preferred Stock

As of March 31, 2013, there were 7,500,000 shares of Series D Preferred Stock authorized and none issued and outstanding.

Common Stock

On February 9, 2012, the Company issued 12,000,000 shares of restricted common stock to Stephen Alfers, the Company’s Chief Executive Officer, pursuant to his employment agreement. On February 8, 2013, the Company and Mr. Alfers amended his employment agreement, at the Company’s request, to extend the vesting of 6,000,000 shares of restricted stock until March 14, 2014. These shares originally would have vested on February 9, 2013.

On June 18, 2012, the Company granted 3,000,000 shares of restricted common stock to a director of the Company that were valued at fair market value on the date of grant at approximately $0.34 per share. These restricted shares vest one third at the end of each of the first three years following the date of issuance.

On June 18, 2012, the Company issued 5,000,000 shares of restricted common stock to Mr. Alfers. On February 8, 2013, the Company and Mr. Alfers amended, at the Company’s request, the related restricted stock agreement to extend the vesting schedule of the first one third of the shares until March 14, 2014.  These shares would originally have vested on June 18, 2014.

On November 21, 2012, the Company issued 200,000 shares of restricted common stock to Eric Alexander, the Company’s Vice President of Finance and Controller. On February 8, 2013, the Company and Mr. Alexander amended, at the Company’s request, his restricted stock agreement to extend vesting of the first third of his grant until March 14, 2014. These shares originally would have vested on November 30, 2013.

On February 12, 2013, the Company granted an aggregate of 6,700,000 shares of restricted common stock to a director of the Company and certain employees and consultants of the Company, which were valued at fair market value on the date of grant at approximately $3,417,000 or $0.51 per share. These restricted shares vest one third at the end of each of the first three years from the date of issuance.

During the three months ended March 31, 2013, the Company recorded stock-based compensation expense in connection with restricted stock awards of $1,239,705.  At March 31, 2013, there was a total of $6,140,167 unrecognized compensation expense in connection with restricted stock awards.

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Common Stock Options

A summary of the stock options as of March 31, 2013 and changes during the period are presented below: 

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at December 31, 2010		35,298,000		$	0.46		9.11
Granted		150,000			0.44		3.00
Exercised		-			-		-
Forfeited		(150,000	)		0.60		7.18
Cancelled		-			-		-
Balance at March 31, 2013		35,298,000			0.46		8.84
Options exercisable at end of period		33,259,867		$	0.46
Options expected to vest through December 31, 2014		2,038,133
Weighted average fair value of options granted during the period				$	0.25

Stock options outstanding at March 31, 2013 as disclosed in the above table have approximately $2.7 million of intrinsic value at the end of the period.

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NOTE 9 – STOCKHOLDERS’ EQUITY (continued)

On September 29, 2010, the Company’s Board of Directors and stockholders adopted the 2010 Stock Incentive Plan (the “2010 Plan”). Under the 2010 Plan, options may be granted which are intended to qualify as Incentive Stock Options under Section 422 of the Internal Revenue Code of 1986 (the "Code") or which are not intended to qualify as Incentive Stock Options thereunder. In addition, direct grants of stock or restricted stock may be awarded.  The 2010 Plan has reserved 2,800,000 shares of common stock for issuance, and there are currently outstanding options to purchase 2,800,000 shares of the Company’s common stock under the 2010 Plan.

On February 9, 2012, the holders of approximately 53% of the outstanding shares of the Company's common stock voted in favor of the adoption of the Company's 2012 Equity Incentive Plan (the " 2012 Plan").  The Board approved the 2012 Plan on February 9, 2012, which reserves 40,000,000 shares of common stock for issuance thereunder in the form of qualified incentive stock options, non-qualified stock options and restricted stock grants, issuable to the Company's officers, directors, employees and consultants. As of March 31, 2013, there are no remaining available stock-based awards for future issuances under the 2012 Plan.

On February 12, 2013, the Board approved the adoption of a 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and other types of stock-based awards to the Company’s employees, officers, directors and consultants.  Pursuant to the terms of the 2013 Plan, either the Board or a board committee is authorized to administer the plan, including by determining which eligible participants will receive awards, the number of shares of common stock subject to the awards and the terms and conditions of such awards. Up to 40 million shares of common stock are issuable pursuant to awards under the 2013 Plan. As of March 31, 2013, there were 33,300,000 remaining available stock-based awards for future issuances under the 2013 Plan.

In March 2013, the Company granted 150,000 3-year options to purchase shares of common stock exercisable at $0.44 per share to consultants of the Company pursuant to a consulting agreement for business advisory services. The stock options shall vest over three months. The 150,000 options were valued on the grant date at approximately $0.25 per option or a total of $38,058 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.44 per share, volatility of 92%, expected term of 3 years, no dividend yield and a risk free interest rate of 0.35%. 

In March 2013, the Company extended the exercise period of stock options to purchase 500,000 shares of common stock granted to the Company’s former Vice President of Finance and Administration and director on June 18, 2012. The exercise period was extended to December 31, 2013 from March 31, 2013. The Company valued the extension of the option period utilizing the Black-Scholes option pricing model using the following assumptions: estimated volatility of 92%, risk-free interest rate ranging from 0.14%, no dividend yield, and an expected life of 0.75 years, and recorded $35,079 as stock based compensation during the three months ended March 31, 2013.

During the three months ended March 31, 2013, 150,000 options were forfeited in accordance with the termination of employee and consultant relationships. During the three months ended March 31, 2013, the Company recorded stock based compensation expense of $120,352. At March 31, 2013, there was a total of $314,969 of unrecognized compensation expense related to this non-vested option-based compensation arrangements.

Common Stock Warrants

A summary of the status of the Company's outstanding stock warrants as of March 31, 2013 and changes during the period then ended is as follows: 

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at December 31, 2012		16,255,779	$	0.54		2.42
Granted		-		-		-
Cancelled		-		-		-
Forfeited		-		-		-
Exercised		-		-		-
Balance at March 31, 2013		16,255,779	$	0.54		2.17
Warrants exercisable at March 31, 2013		16,255,779	$	0.54		2.17
Weighted average fair value of warrants granted during the period			$	-

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NOTE 10 – NET LOSS PER COMMON SHARE

Net loss per common share is calculated in accordance with ASC Topic 260, “Earnings Per Share”. Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include anti-dilutive common stock equivalents in the weighted average shares outstanding.

	For the Three months ended March 31, 2013		For the Three months ended March 31, 2012
Numerator:
Loss from continuing operations	$	(3,056,498)	$	(25,932,934)
Loss from discontinued operations	$	-	$	(50,174)
Denominator:
Denominator for basic and diluted loss per share
(weighted-average shares)		270,090,916		152,753,739
Loss per common share, basic and diluted:
Loss from continuing operations	$	(0.01)	$	(0.17)
Loss from discontinued operations	$	(0.00)	$	(0.00)

The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s loss from continuing operations and loss from discontinued operations. In periods where the Company has a net loss, all dilutive securities are excluded.

	March 31, 2013		March 31, 2012
Common stock equivalents:
Stock options		35,298,000		14,148,000
Stock warrants		16,255,779		39,653,142
Convertible preferred stock		-		26,775,326
		51,553,779		80,576,468

NOTE 11 – DISCONTINUED OPERATIONS

In September 2011, the Company decided to discontinue its sports and entertainment business and prior periods have been restated in the Company’s consolidated financial statements and related footnotes to conform to this presentation. On September 1, 2011, the Company disposed of its Empire subsidiary pursuant to a stock purchase agreement by and between the Company, Empire and CII. Prior to the purchase, CII was the owner of a 33 1/3% minority interest with Empire in Capital Hoedown, Inc., an Ontario corporation, formed to undertake an event held during August 2011. Pursuant to the stock purchase agreement, the Company agreed to sell Empire to CII, including the 66.67% equity ownership interest in Capital Hoedown, for $500,000 which was payable on March 31, 2012 pursuant to a Senior Promissory Note issued by CII to the Company which bears interest at 8% per annum. During 2012 the outstanding note balance was fully written off as a bad debt.

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NOTE 11 – DISCONTINUED OPERATIONS (continued)

The following table sets forth indicated selected financial data of the Company’s discontinued operations of its sports and entertainment business.

	March 31, 2013		March 31, 2012
Revenues	$	-	$	-
Cost of sales		-		-
Gross profit (loss)		-		-
Operating and other non-operating expenses		-		(50,174	)
Loss from discontinued operations		-		(50,174	)
Gain from sale of sports and entertainment business		-		-
Loss from discontinued operations	$	-	$	(50,174	)

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Operating Lease

In February 2012, the Company signed a three year lease agreement for office space located in Lakewood, Colorado containing approximately 2,390 net rentable square feet with a term commencing in March 2012 and expiring in April 2015. The lease requires the Company to pay an annual base rent of $18.50 per rentable square foot or $44,215 plus a pro rata share of operating expenses. The base rent is subject to annual increases beginning on May 1, 2013 as defined in the lease agreement. Future minimum rental payments required under the lease are as follows:

2013	$	37,742
2014		46,306
2015 and thereafter		11,651
	$	95,699

Rent expense was $11,054 for the three months ended March 31, 2013.

Litigation

Relief Gold

Relief Gold Group, Inc., v Sagebrush Gold Ltd, Gold Acquisition Corp., Barry C. Honig, and David S. Rector (12 civ 0952)

On February 7, 2012, the Company obtained a copy of a complaint filed in the United States District Court for the Southern District of New York (the “Complaint”) entitled Relief Gold Group, Inc., v Sagebrush Gold Ltd, Gold Acquisition Corp., Barry C. Honig, and David S. Rector (12 civ 0952). Relief Gold alleged various causes of action including breach of contract, intentional interference with contract, intentional interference with prospective business relationship/economic relations, misappropriation of trade secrets and unjust enrichment, related to the Company’s acquisition on August 30, 2011 of the assets of the Relief Canyon Mine pursuant to Chapter 11 of the Bankruptcy Code. Relief Gold sought money damages and to enjoin Sagebrush, Honig, Rector and GAC from exercising its rights and privileges gained or acquired as a result of any alleged unlawful conduct, including any management rights over GAC or the assets acquired by GAC as a result of the alleged wrongful conduct of the other defendants. Relief Gold further sought to disgorge the profits, benefits and any other advantages gained by reason of the alleged unlawful conduct. The Company served and filed its answer to the Complaint on May 24, 2012, in which it denied the material allegations and asserted a number of affirmative defenses.  On September 18, 2012, a stipulation and order to transfer the case to the Northern District of Nevada was filed and the case was transferred to said court.

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NOTE 12 – COMMITMENTS AND CONTINGENCIES (continued)

The Company disputed the allegations in the Complaint and defended the claims. On or about February 29, 2012, Gold Acquisition Corp. commenced an adversary proceeding in the United States Bankruptcy Court for the District of Nevada against FirstGold, Terence Lynch and Relief Gold Group, and moved, by order to show cause, for a preliminary injunction and temporary restraining order staying the prosecution of the above-referenced action pending in the Southern District. The motion for a preliminary injunction was denied on or about March 15, 2012. Relief Gold and Lynch filed a motion to dismiss and a hearing was set for May 2013.

Pursuant to the stipulation of all parties, this proceeding was dismissed with prejudice on April 17, 2013.

Gold Acquisition Corp., v FirstGold Corp. et al (Case No. 12-05013-GWZ)

On or about February 29, 2012, Gold Acquisition Corp. ("GAC") commenced an adversary proceeding in the United States Bankruptcy Court for the District of Nevada against FirstGold, Terence Lynch and Relief Gold Group, and moved, by order to show cause, for a preliminary injunction and temporary restraining order staying the prosecution of the above-referenced action pending in the Southern District. The motion for a preliminary injunction was denied on or about March 15, 2012. Firstgold filed a motion to dismiss the complaint on April 23, 2012. On June 27, 2012, the Court ordered a "stand still" of this litigation, effectively staying any further action, until December 12, 2012, extended until the hearing on the Adversary Complaint Defendants’ Motion to Dismiss scheduled for May 2013.

GAC also filed a Motion for Order to Show Cause in Firstgold’s main bankruptcy action Case No. 10-50215-GWZ requesting that the court require Firstgold to complete documentation for conveyance of property. That motion was granted on or about February 28, 2012.

Pursuant to the stipulation of all parties, this proceeding was dismissed with prejudice on April 30, 2013.

NOTE 13 – SUBSEQUENT EVENTS

In April 2013, the Company sold an aggregate of 2,000,000 shares of Valor Gold’s common stock in a private transaction and generated net proceeds of $140,000. After the sale the Company continues to own 20 million shares of Valor Gold. The Company plans to sell its remaining Valor Gold shares.

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ITEM 2     Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Pershing Gold Corporation and its subsidiaries (“Pershing Gold”; the “Company” or “we”) is a gold and precious metals exploration company pursuing exploration and development opportunities primarily in Nevada.  We are currently focused on exploration at our Relief Canyon properties in Pershing County in northwestern Nevada.

This discussion should be read in conjunction with Management’s Discussion and Analysis included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

Forward-Looking Statements

This Report on Form 10-Q and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties.  Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. Forward looking statements include, without limitation, statements relating to our business goals, planned exploration, business strategy, planned engineering studies, future operating results, our planned sale of Valor Gold shares, our efforts to obtain extended financing or enter into asset sale or business consolidation transactions, and our liquidity and capital resources outlook.  Forward –looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions.  Our actual results may differ materially from those contemplated by the forward-looking statements, which are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified.   Important factors that could cause actual results to differ materially from those anticipated in forward- looking statements include without limitation results of future exploration and engineering studies on our Relief Canyon properties; our ability to raise necessary capital to conduct our exploration and recommissioning activities and do so on acceptable terms or at all reinterpretations of geological information; problems or delays in permitting or other government approvals; the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2012.  One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward looking statements.  These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not.  No forward looking statement can be guaranteed and actual future results may vary materially.

Overview

During the three months ended March 31, 2013, we focused primarily on expansion of the Relief Canyon Mine deposit, increasing our land position around the Relief Canyon Mine property and monetizing available for sale securities.  An overview of certain significant events during the three month period follows:

· We completed an in-house calculation of mineralized material in the Company's model for the Relief Canyon Mine in Pershing County, Nevada which estimates 32,541,000 tons of gold mineralized material at an average grade of 0.017 ounces per ton gold ("opt Au"). The Company's in-house technical staff calculated the estimate under SEC Guide 7.

· We located 105 new unpatented mining claims and acquired by lease roughly 635 acres of private lands at our Relief Canyon Project in Pershing County, Nevada. Both the new claims and the private lands are strategic additions that add nearly 2,630 acres to our consolidated land position.

· We sold the remaining 1,513,333 shares of Amicor’s common stock in a private transaction and generated net proceeds of $151,333. Additionally, we sold 3,000,000 shares of Valor Gold common stock in a private transaction and generated net proceeds of $300,000. We sold an additional 2 million shares in April for $140,000 and plan to sell the remaining 20 million shares that we hold.

· We completed the resale registration of approximately 76 million shares of our common stock held by Continental Resources Group, and those shares have been distributed to Continental Resources Group shareholders of record on March 1, 2013.

Stock Agreement Amendments

On June 18, 2012, we issued certain options to purchase shares of common stock and issued certain shares of restricted common stock to our Chief Executive Officer, Stephen Alfers and our director, Barry Honig. On November 30, 2012, we issued restricted stock to our Vice President of Finance and Controller, Eric Alexander. All of these issuances were previously reported as having been granted under the Company’s 2012 Equity Incentive Plan (the “2012 Plan”). Due to an administrative error, however, only a portion of those securities were granted pursuant to the 2012 Plan. As of May 13, 2013, we have entered into amended award agreements with each of Mr. Alfers, Mr. Honig and Mr. Alexander to correctly reflect the portion of the securities granted under the 2012 Plan and new agreements that correctly document the securities granted outside the 2012 Plan. There were no changes to the securities issued in June and November 2012; the number of securities issued, the exercise prices, and the terms of the vesting schedules are unchanged. Forms of the related stock option agreements and forms of the related restricted stock agreements are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Quarterly Report on Form 10-Q.

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Three months ended March 31, 2013 and 2012

In September 2011, we decided to discontinue our sports and entertainment business and to focus on gold exploration. Prior periods have been restated in the Company’s consolidated financial statements and related footnotes to conform to this presentation and all transactions relating to our sports and entertainment business are included in discontinued operations.

For the results of continuing operations discussed below, we compare the results from operations for the three months ended March 31, 2013 to the results of operations for the three months ended March 31, 2012.

Net Revenues

We are an exploration stage company with no operations and we generated no revenues for the three months ended March 31, 2013 and 2012.

Operating Expenses

Total operating expenses for the three months ended March 31, 2013 as compared to three months ended March 31, 2012, were approximately $3.5 million and $9.7 million, respectively. The $6.2 million decrease in operating expenses for the three months ended March 31, 2013 is comprised of an approximately $4.9 million decrease in compensation expense related primarily to decreased stock based compensation expense of $4.5 million and the absence in 2013 of one-time bonus compensation of approximately $0.5 million to our executive and management employees during 2012; an approximately $0.9 million decrease in exploration expenses on our Relief Canyon properties; and a decrease of approximately $0.6 million in consulting fees, offset by an increase of approximately $0.1 million in general and administrative expenses primarily for public company expenses and increased legal costs in the current period.

Operating Loss from Continuing Operations

We reported an operating loss from continuing operations of approximately ($3.5) million and ($9.7) million for the three months ended March 31, 2013 and 2012, respectively. The decrease in operating loss was due to the decreases in operating expenses described above.

Other Income (Expenses)

Total other income (expense) was approximately $0.4 million and ($16.2) million for the three months ended March 31, 2013 and 2012, respectively. The decrease in other income (expense) of approximately $16.6 million is primarily attributable to the absence in 2013 of $11.3 million in interest expense resulting from the amortization of debt discounts and deferred financing costs from convertible notes converted on March 30, 2012 and interest expense in connection with the issuance of common stock and warrants pursuant to a note modification agreement in 2012, decrease in fair value of a derivative liability of $1.5 million, absence in 2013 of $0.9 million income resulting from the consideration paid by Amicor in 2012 in its Option to acquire our uranium exploration properties and decrease in loss from extinguishment of debts of $4.8 million due to the conversion of the $8.0 million senior convertible notes to our common stock and Series D Cumulative Convertible Preferred Stock offset in part by the increase of $0.1 million realized gain from sale of our available for sale securities.

Net Loss

As a result of the operating expense and other income (expense) discussed above, we reported a net loss of approximately ($3.1) million for the three months ended March 31, 2013 as compared to a net loss of approximately ($26.0) million for the three months ended March 31, 2012.

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Liquidity and Capital Resources

At March 31, 2013 our cash and cash equivalents were approximately $2.1 million. Our cash and cash equivalents decreased during the three months ended March 31, 2013 by approximately $1.1 million from our cash and cash equivalent balance at December 31, 2012 of $3.2 million. Cash used in operations totaled approximately $1.5 million and was comprised largely of exploration expenditures, primarily at the Relief Canyon mine to establish our estimate of mineralized material and general and administrative functions, including consultant fees and compensation costs. Net cash provided by investing activities of approximately $0.4 million was the result of cash received of approximately $0.5 million for the sale of marketable securities minimally reduced by purchases of property and equipment of $20,000. Cash used in financing activities of approximately $19,000 was comprised of payments on notes payable and payments of expenses of our former parent company.

We will require external funding beginning in the third quarter 2013 to maintain our business as well as to fund exploration and the recommissioning of the Relief Canyon gold processing facility.  We have been actively engaged in pursuing various types of debt and equity financing alternatives, asset sales and strategic alternatives, including potential investors in our projects and potential business combination transactions.  We expect to continue to pursue one or more of these alternatives. There is no assurance that we will be successful and if we are not, we will be required to significantly curtail our activities and possibly cease our business.

If we are successful in obtaining sufficient external funding, we plan the following expenditures for the three remaining quarters of 2013:

· Approximately $2.4 million on recommissioning the Relief Canyon gold processing facility;

· Approximately $1.2 million on land holding and permitting costs for the Relief Canyon Properties;

· Approximately $2.5 million on general and administrative expenses;

· Approximately $2.0 million on exploration and pre-development work at the Relief Canyon mine property, focused on further expansion of the deposit and a preliminary economic assessment; and

· Approximately $2.0 million on exploration at the Relief Canyon expansion properties.

Changes in Significant Accounting Policies

We did not adopt any new accounting standards during the three months ended March 31, 2013 nor were there any new accounting pronouncements during the period that would have an impact on our financial position or results of operation.

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Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements.

Principles of Consolidation

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America and present the financial statements of the Company and our wholly-owned subsidiaries. In the preparation of our consolidated financial statements, intercompany transactions and balances are eliminated and net earnings are reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests.

Use of Estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, allowance for bad debts, the useful life of property and equipment, the fair values of certain promotional contracts and the assumptions used to calculate fair value of options granted and derivative liability, beneficial conversion of convertible notes payable, capitalized mineral rights, asset valuations, common stock issued for services and common stock issued in connection with acquisitions.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain.

We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.

Property and Equipment

Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. We examine the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally from one to twenty five years.

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Mineral Property Acquisition and Exploration Costs

Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company has chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once the Company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized, using the units-of-production method over proven and probable reserves. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed.

ASC 930-805, states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 805. ASC 805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, our direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims and mill sites. If proven and probable reserves are established for the property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over proven and probable reserve. For mineral rights in which proven and probable reserves have not yet been established, we assess the carrying values for impairment at the end of each reporting period and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Long-Lived Assets

We review for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”.  An impairment is considered to exist when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its carrying amount.

Off-Balance Sheet Arrangements

Since our inception, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities.

Contractual Obligations

Not applicable.

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ITEM 3     Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

ITEM 4     Controls and Procedures

Disclosure Controls and Procedures.

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Vice President Finance, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

With respect to the quarterly period ended March 31, 2013, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures. Based upon this evaluation, the Company’s management has concluded that certain disclosure controls and procedures were effective as of March 31, 2013.

Changes in Internal Controls.

There have been no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1 Legal Proceedings

Relief Gold

Relief Gold Group, Inc., v Sagebrush Gold Ltd, Gold Acquisition Corp., Barry C. Honig, and David S. Rector (12 civ 0952)

On February 7, 2012, the Company obtained a copy of a complaint filed in the United States District Court for the Southern District of New York (the “Complaint”) entitled Relief Gold Group, Inc., v Sagebrush Gold Ltd, Gold Acquisition Corp., Barry C. Honig, and David S. Rector (12 civ 0952). Relief Gold alleged various causes of action including breach of contract, intentional interference with contract, intentional interference with prospective business relationship/economic relations, misappropriation of trade secrets and unjust enrichment, related to the Company’s acquisition on August 30, 2011 of the assets of the Relief Canyon Mine pursuant to Chapter 11 of the Bankruptcy Code. Relief Gold sought money damages and to enjoin Sagebrush, Honig, Rector and GAC from exercising its rights and privileges gained or acquired as a result of any alleged unlawful conduct, including any management rights over GAC or the assets acquired by GAC as a result of the alleged wrongful conduct of the other defendants. Relief Gold further sought to disgorge the profits, benefits and any other advantages gained by reason of the alleged unlawful conduct. The Company served and filed its answer to the Complaint on May 24, 2012, in which it denied the material allegations and asserted a number of affirmative defenses.  On September 18, 2012, a stipulation and order to transfer the case to the Northern District of Nevada was filed and the case was transferred to said court.

The Company disputed the allegations in the Complaint and defended the claims. On or about February 29, 2012, Gold Acquisition Corp. commenced an adversary proceeding in the United States Bankruptcy Court for the District of Nevada against FirstGold, Terence Lynch and Relief Gold Group, and moved, by order to show cause, for a preliminary injunction and temporary restraining order staying the prosecution of the above-referenced action pending in the Southern District. The motion for a preliminary injunction was denied on or about March 15, 2012. Relief Gold and Lynch have filed a motion to dismiss and a hearing was set for May 2013.

Pursuant to the stipulation of all parties, this proceeding was dismissed with prejudice on April 17, 2013.

Gold Acquisition Corp., v FirstGold Corp. et al (Case No. 12-05013-GWZ)

On or about February 29, 2012, Gold Acquisition Corp. ("GAC") commenced an adversary proceeding in the United States Bankruptcy Court for the District of Nevada against FirstGold, Terence Lynch and Relief Gold Group, and moved, by order to show cause, for a preliminary injunction and temporary restraining order staying the prosecution of the above-referenced action pending in the Southern District. The motion for a preliminary injunction was denied on or about March 15, 2012. Firstgold filed a motion to dismiss the complaint on April 23, 2012. On June 27, 2012, the Court ordered a "stand still" of this litigation, effectively staying any further action, until December 12, 2012, extended until the hearing on the Adversary Complaint Defendants’ Motion to Dismiss in May 2013.

GAC also filed a Motion for Order to Show Cause in Firstgold’s main bankruptcy action Case No. 10-50215-GWZ requesting that the court require Firstgold to complete documentation for conveyance of property. That motion was granted on or about February 28, 2012.

Pursuant to the stipulation of all parties, this proceeding was dismissed with prejudice on April 30, 2013.

ITEM 1A Risk Factors

There have been no material changes to the Risk Factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

ITEM 2      Unregistered Sales of Equity Securities and Use of Proceeds

On February 12, 2013, the Company issued 1,000,000 shares of restricted common stock to Eric Alexander, our Vice President of Finance and Controller.  Such restricted shares shall vest in three equal annual installments beginning one year from the date of issuance.  The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On February 12, 2013, the Company issued 1,000,000 shares of restricted common stock to Alex Morrison, our director.  Such restricted shares shall vest in three equal annual installments beginning one year from the date of issuance.  The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On February 12, 2013, the Company issued aggregate of 4,700,000 shares of restricted common stock to certain of our employees and consultants which vest in three equal annual installments beginning one year from the date of issuance. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On March 1, 2013, we issued options to purchase 150,000 shares of our common stock at an exercise price of $0.44 per share to consultants of the Company pursuant to a consulting agreement for business advisory services.  The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

ITEM 3 Defaults Upon Senior Securities

There have been no events that are required to be reported under this Item.

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ITEM 4	Mine Safety Disclosures.
None.
ITEM 5	Other Information
None.
ITEM 6	Exhibits

10.1	Form of 2012 Equity Incentive Plan Amended and Restated Nonqualified Stock Option Agreement*
10.2	Form of Nonqualified Stock Option Agreement*
10.3	Form of 2012 Equity Incentive Plan Amended and Restated Restricted Stock Agreement*
10.4	Form of Restricted Stock Agreement*
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
32.1	Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.ins	XBRL Instance Document**
101.sch	XBRL Taxonomy Schema Document**
101.cal	XBRL Taxonomy Calculation Document**
101.def	XBRL Taxonomy Linkbase Document**
101.lab	XBRL Taxonomy Label Linkbase Document**
101.pre	XBRL Taxonomy Presentation Linkbase Document**
* Filed herein
** In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Amendment to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Pershing Gold Corporation
Date: May 15, 2013	By:	/s/ Stephen Alfers
		Stephen Alfers
		President and Chief Executive Officer (Principal Executive Officer)
Date: May 15, 2013	By:	/s/ Eric Alexander
		Eric Alexander
		Vice President Finance and Controller (Principal Financial Officer)

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EX-10.1

Exhibit 10.1

2012 EQUITY INCENTIVE PLAN

AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENT

This AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ___ day of May 2013, is between ______________(the “Optionee”), a director, officer or employee of, or consultant or advisor to, Pershing Gold Corporation (the “Company”) or a Subsidiary of the Company (a “Related Corporation”), and the Company, pursuant to and subject to the terms of the Company’s 2012 Equity Incentive Plan (the “Plan”).

WHEREAS, the Company desires to give the Optionee the opportunity to purchase shares of common stock of the Company, par value $0.0001 (“Common Shares”) in accordance with the provisions of the Plan, a copy of which is attached hereto as Exhibit B;

WHEREAS, on June 18, 2012 (the “Grant Date”), the Company issued to Optionee the right and option (the “Aggregate Grant”) to purchase an aggregate of ___________________(________) shares of common stock of the Company, par value $0.0001 (“Common Shares”), with the right and option to purchase   _______________ (____) Common Shares being granted under the Plan, and the right and option to purchase ______________ (_________) Common Shares being granted outside of the Plan.

WHEREAS, due to administrative error, the Nonqualified Stock Option Agreement issued under the Plan and dated as of the 18th day of June 2012 (the “June 2012 Agreement”) erroneously reflected that it covered the entire amount of the Aggregate Grant, not just the portion of the Aggregate Grant that was issued under the Plan.

WHEREAS, this Amended and Restated Nonqualified Stock Option Agreement amends the June 2012 Agreement to properly cover only the portion of the Aggregate Grant that was issued under the Plan.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows:

1.           Amendment and Restatement.  This Amended and Restated Nonqualified Stock Option Agreement amends and restates in its entirety the June 2012 Agreement, and the June 2012 Agreement shall hereafter have no further force or effect.

2.           Grant of Option.  This Option Agreement evidences the grant to Optionee on the Grant Date of the right and option (the “Option”) to purchase all or any part of an aggregate of ___________________(________) Common Shares under the Plan.  The Option is in all respects limited and conditioned as hereinafter provided, and is subject in all respects to the terms and conditions of the Plan now in effect and as it may be amended from time to time (but only to the extent that such amendments apply to outstanding options).  Such terms and conditions are incorporated herein by reference, made a part hereof, and shall control in the event of any conflict with any other terms of this Option Agreement.  The Option evidenced hereunder is intended to be a nonqualified stock option (“NQSO”) and not an incentive stock option (“ISO”) as such term is defined in section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

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3.           Exercise Price.  The exercise price of the Common Shares covered by this Option shall be $0.34per share.  It is the determination of the Board of Directors or a committee appointed by the Board of Directors (the “Board”), who are administering the Plan, that on the Grant Date the exercise price was not less than the greater of (i) 100% of the “Fair Market Value” (as defined in the Plan) of a Common Share, or (ii) the par value of a Common Share.

                    4.           Term.  Unless earlier terminated pursuant to any provision of the Plan or of this Option Agreement, this Option shall expire on June 17, 2022 (the “Expiration Date”), which date is not more than 10 years from the Grant Date.  This Option shall not be exercisable on or after the Expiration Date.

5.           Exercise of Option.  The Option shall vest according to the following schedule, provided that Optionee remains continuously engaged as a director, officer or employee of, or consultant or advisor to, the Company or a Related Corporation from the date hereof through the applicable vesting date:

Date Installment Becomes Exercisable	Number of Options
June 18, 2012
December 31, 2012
December 31, 2013
December 31, 2014

The Board may accelerate any vesting date of the Option, in its discretion, if it deems such acceleration to be desirable.  Once the Option becomes exercisable, it will remain exercisable until it is exercised or until it terminates.

6.           Method of Exercising Option.  Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office.  The form of such notice is attached hereto as Exhibit A and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares.  Only full shares will be issued.

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The exercise price shall be paid to the Company:

(a)           in cash, or by certified check, bank draft, or postal or express money order;

(b)           through the delivery of Common Shares previously acquired by the Optionee;

(c)           by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;

(d)           in Common Shares newly acquired by the Optionee upon exercise of the Option; or

(e)           in any combination of (a), (b), (c) or (d) above.

In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise.

Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares.

Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option.  In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option.  All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable.

Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Board, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Board considers appropriate to the fullest extent permitted by applicable law.  Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.

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7.            Non-Transferability of Option.  This Option is not assignable or transferable, in whole or in part, by the Optionee other than by will or by the laws of descent and distribution.  During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee or, in the event of his or her disability, by his or her guardian or legal representative.

8.            Termination of Services.  If the Optionee’s services with the Company and all Related Corporations are terminated for any reason (other than death or disability) prior to the Expiration Date, then this Option may be exercised by Optionee, to the extent of the number of Common Shares with respect to which the Optionee could have exercised it on the date of such termination of services, at any time prior to the earlier of (i) the Expiration Date, or (ii) ninety (90) days  after such termination of services.  Any part of the Option that was not exercisable immediately before the termination of Optionee’s services shall terminate at that time.

9.            Disability.  If the Optionee becomes disabled (as determined in accordance with section 22(e)(3) of the Code) during the period of his or her service and, prior to the Expiration Date, the Optionee’s services are terminated as a consequence of such disability, then this Option may be exercised by the Optionee or by the Optionee’s legal representative, to the extent of the number of Common Shares with respect to which the Optionee could have exercised it on the date of such termination of services, at any time prior to the earlier of (i) the Expiration Date or (ii) one year after such termination of services.  Any part of the Option that was not exercisable immediately before the Optionee’s termination of services shall terminate at that time.

10.          Death.  If the Optionee dies during the period of his or her services and prior to the Expiration Date, or if the Optionee’s services are terminated for any reason (as described in Paragraphs 7 and 8) and the Optionee dies following his or her termination of services but prior to the earliest of (i) the Expiration Date, or (ii) the expiration of the period determined under Paragraph 7 or 8 (as applicable to the Optionee), then this Option may be exercised by the Optionee’s estate, personal representative or beneficiary who acquired the right to exercise this Option by bequest or inheritance or by reason of the Optionee’s death, to the extent of the number of Common Shares with respect to which the Optionee could have exercised it on the date of his or her death, at any time prior to the earlier of (i) the Expiration Date or (ii) one year after the date of the Optionee’s death.  Any part of the Option that was not exercisable immediately before the Optionee’s death shall terminate at that time.

11.          Securities Matters.  (a)  If, at any time, counsel to the Company shall determine that the listing, registration or qualification of the Common Shares subject to the Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of Common Shares hereunder, such Option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, or satisfaction of such condition shall have been effected or obtained on conditions acceptable to the Board.  The Company shall be under no obligation to apply for or to obtain such listing, registration or qualification, or to satisfy such condition.  The Board shall inform the Optionee in writing of any decision to defer or prohibit the exercise of an Option.  During the period that the effectiveness of the exercise of an Option has been deferred or prohibited, the Optionee may, by written notice, withdraw the Optionee’s decision to exercise and obtain a refund of any amount paid with respect thereto.

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(b)           The Company may require: (i) the Optionee (or any other person exercising the Option in the case of the Optionee’s death or Disability) as a condition of exercising the Option, to give written assurances, in substance and form satisfactory to the Company, to the effect that such person is acquiring the Common Shares subject to the Option for his or her own account for investment and not with any present intention of selling or otherwise distributing the same, and to make such other representations or covenants; and (ii) that any certificates for Common Shares delivered in connection with the exercise of the Option bear such legends, in each case as the Company deems necessary or appropriate, in order to comply with federal and applicable state securities laws, to comply with covenants or representations made by the Company in connection with any public offering of its Common Shares or otherwise.  The Optionee specifically understands and agrees that the Common Shares, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the Securities Act of 1933 and, accordingly, the Optionee may be required to hold the shares indefinitely unless they are registered under such Securities Act of 1933, as amended, or an exemption from such registration is available.

(c)           The Optionee shall have no rights as a shareholder with respect to any Common Shares covered by the Option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such shares) until the date of issue of a stock certificate to the Optionee for such Common Shares.  No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

12.           Governing Law.  This Option Agreement shall be governed by the applicable Code provisions to the maximum extent possible.  Otherwise, the laws of the State of Nevada (without reference to the principles of conflict of laws) shall govern the operation of, and the rights of the Optionee under, the Plan and Options granted thereunder.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amended and Restated Nonqualified Stock Option Agreement as of May _____, 2013.

Pershing Gold Corporation
By:
	Name:  Stephen Alfers
	Title:    Chief Executive Officer
[  ]

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EXHIBIT A

2012 EQUITY INCENTIVE PLAN

Notice of Exercise of Nonqualified Stock Option

I hereby exercise the nonqualified stock option granted to me pursuant to the Amended and Restated Nonqualified Stock Option Agreement dated as of May ___, 2013, by Pershing Gold Corporation (the “Company”), with respect to the following number of shares of the Company’s common stock (“Shares”), par value $0.0001 per Share, covered by said option:

Number of Shares to be purchased:
Purchase price per Share:	$
Total purchase price:	$

A. Enclosed is cash or my certified check, bank draft, or postal or express money order in the amount of $__________ in full/partial [circle one] payment for such Shares;

and/or

B. Enclosed is/are Share(s) with a total fair market value of $ on the date hereof in full/partial [circle one] payment for such Shares;

and/or

C. I have provided notice to [insert name of broker], a broker, who will render full/partial [circle one] payment for such Shares.  [Optionee should attach to the notice of exercise provided to such broker a copy of this Notice of Exercise and irrevocable instructions to pay to the Company the full exercise price.]

and/or

D. I elect to satisfy the payment for Shares purchased hereunder by having the Company withhold newly acquired Shares pursuant to the exercise of the Option.

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Please have the certificate or certificates representing the purchased Shares registered in the following name or names*: ; and sent to .

DATED:   , 20__
	Optionee’s Signature

*Certificates may be registered in the name of the Optionee alone or in the joint names (with right of survivorship) of the Optionee and his or her spouse.

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EXHIBIT B

2012 EQUITY INCENTIVE PLAN

EX-10.2

Exhibit 10.2

NONQUALIFIED STOCK OPTION AGREEMENT

This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”) is between __________(the “Optionee”), a director, officer or employee of, or consultant or advisor to, Pershing Gold Corporation (the “Company”) or a Subsidiary of the Company (a “Related Corporation”), and the Company, subject to the terms and conditions of the Company’s 2012 Equity Incentive Plan (the “Plan”) as if granted pursuant to the Plan.

WHEREAS, the Company desires to give the Optionee the opportunity to purchase shares of common stock of the Company, par value $0.0001 (“Common Shares”) in accordance with the provisions of the Plan, a copy of which is attached hereto as Exhibit B;

WHEREAS, on June 18, 2012 (the “Grant Date”), the Company issued to Optionee the right and option (the “Aggregate Grant”) to purchase an aggregate of ___________________(________) shares of common stock of the Company, par value $0.0001 (“Common Shares”), with the right and option to purchase   _______________ (____) Common Shares being granted under the Plan, and the right and option to purchase ______________ (_________) Common Shares being granted outside of the Plan.

WHEREAS, due to administrative error, the Nonqualified Stock Option Agreement issued under the Plan and dated as of the 18th day of June 2012 (the “June 2012 Agreement”) erroneously reflected that it covered the entire amount of the Aggregate Grant, not just the portion of the Aggregate Grant that was issued under the Plan.

WHEREAS, this Amended and Restated Nonqualified Stock Option Agreement covers only the portion of the Aggregate Grant that was issued outside the Plan.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows:

1.           Grant of Option.  The Company hereby grants to the Optionee the right and option (the “Option”) to purchase all or any part of an aggregate of ___________(______) Common Shares.  The Option is in all respects limited and conditioned as hereinafter provided, and is subject in all respects to the terms and conditions of the Plan now in effect and as it may be amended from time to time (but only to the extent that such amendments apply to outstanding options).  Such terms and conditions are incorporated herein by reference, made a part hereof, and shall control in the event of any conflict with any other terms of this Option Agreement.  The Option granted hereunder is intended to be a nonqualified stock option (“NQSO”) and not an incentive stock option (“ISO”) as such term is defined in section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

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2.           Exercise Price.  The exercise price of the Common Shares covered by this Option shall be $0.34per share.  It is the determination of the Board of Directors (the “Board”)  that on the Grant Date the exercise price was not less than the greater of (i) 100% of the “Fair Market Value” (as defined in the Plan) of a Common Share, or (ii) the par value of a Common Share.

3.           Term.  Unless earlier terminated pursuant to any provision of the Plan or of this Option Agreement, this Option shall expire on June 17, 2022 (the “Expiration Date”), which date is not more than 10 years from the Grant Date.  This Option shall not be exercisable on or after the Expiration Date.

4.           Exercise of Option.  The Option shall vest according to the following schedule, provided that Optionee remains continuously engaged as a director, officer or employee of, or consultant or advisor to, the Company or a Related Corporation from the date hereof through the applicable vesting date:

Date Installment Becomes Exercisable Number of Options

The Board may accelerate any vesting date of the Option, in its discretion, if it deems such acceleration to be desirable.  Once the Option becomes exercisable, it will remain exercisable until it is exercised or until it terminates.

5.           Method of Exercising Option.  Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office.  The form of such notice is attached hereto as Exhibit A and shall state the election to exercise the Option and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such shares.  Only full shares will be issued.

The exercise price shall be paid to the Company:

(a)           in cash, or by certified check, bank draft, or postal or express money order;

(b)           through the delivery of Common Shares previously acquired by the Optionee;

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(c)           by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;

(d)           in Common Shares newly acquired by the Optionee upon exercise of the Option; or

(e)           in any combination of (a), (b), (c) or (d) above.

In the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Common Shares surrendered on the date of exercise.

Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Common Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such Common Shares.

Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option.  In the event the Option is exercised by any person after the death or disability (as determined in accordance with Section 22(e)(3) of the Code) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option.  All Common Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable.

Upon exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether federal, state or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Board, Common Shares) to satisfy all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Board considers appropriate to the fullest extent permitted by applicable law.  Nothing in the preceding sentence shall impair or limit the Company’s rights with respect to satisfying withholding obligations under Section 10 of the Plan.

6.           Non-Transferability of Option.  This Option is not assignable or transferable, in whole or in part, by the Optionee other than by will or by the laws of descent and distribution.  During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee or, in the event of his or her disability, by his or her guardian or legal representative.

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7.           Termination of Services.  If the Optionee’s services with the Company and all Related Corporations are terminated for any reason (other than death or disability) prior to the Expiration Date, then this Option may be exercised by Optionee, to the extent of the number of Common Shares with respect to which the Optionee could have exercised it on the date of such termination of services, at any time prior to the earlier of (i) the Expiration Date, or (ii) ninety (90) days  after such termination of services.  Any part of the Option that was not exercisable immediately before the termination of Optionee’s services shall terminate at that time.

8.           Disability.  If the Optionee becomes disabled (as determined in accordance with section 22(e)(3) of the Code) during the period of his or her service and, prior to the Expiration Date, the Optionee’s services are terminated as a consequence of such disability, then this Option may be exercised by the Optionee or by the Optionee’s legal representative, to the extent of the number of Common Shares with respect to which the Optionee could have exercised it on the date of such termination of services, at any time prior to the earlier of (i) the Expiration Date or (ii) one year after such termination of services.  Any part of the Option that was not exercisable immediately before the Optionee’s termination of services shall terminate at that time.

9.           Death.  If the Optionee dies during the period of his or her services and prior to the Expiration Date, or if the Optionee’s services are terminated for any reason (as described in Paragraphs 7 and 8) and the Optionee dies following his or her termination of services but prior to the earliest of (i) the Expiration Date, or (ii) the expiration of the period determined under Paragraph 7 or 8 (as applicable to the Optionee), then this Option may be exercised by the Optionee’s estate, personal representative or beneficiary who acquired the right to exercise this Option by bequest or inheritance or by reason of the Optionee’s death, to the extent of the number of Common Shares with respect to which the Optionee could have exercised it on the date of his or her death, at any time prior to the earlier of (i) the Expiration Date or (ii) one year after the date of the Optionee’s death.  Any part of the Option that was not exercisable immediately before the Optionee’s death shall terminate at that time.

10.           Securities Matters.  (a)  If, at any time, counsel to the Company shall determine that the listing, registration or qualification of the Common Shares subject to the Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of Common Shares hereunder, such Option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, or satisfaction of such condition shall have been effected or obtained on conditions acceptable to the Board.  The Company shall be under no obligation to apply for or to obtain such listing, registration or qualification, or to satisfy such condition.  The Board shall inform the Optionee in writing of any decision to defer or prohibit the exercise of an Option.  During the period that the effectiveness of the exercise of an Option has been deferred or prohibited, the Optionee may, by written notice, withdraw the Optionee’s decision to exercise and obtain a refund of any amount paid with respect thereto.

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(b)           The Company may require: (i) the Optionee (or any other person exercising the Option in the case of the Optionee’s death or Disability) as a condition of exercising the Option, to give written assurances, in substance and form satisfactory to the Company, to the effect that such person is acquiring the Common Shares subject to the Option for his or her own account for investment and not with any present intention of selling or otherwise distributing the same, and to make such other representations or covenants; and (ii) that any certificates for Common Shares delivered in connection with the exercise of the Option bear such legends, in each case as the Company deems necessary or appropriate, in order to comply with federal and applicable state securities laws, to comply with covenants or representations made by the Company in connection with any public offering of its Common Shares or otherwise.  The Optionee specifically understands and agrees that the Common Shares, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the Securities Act of 1933 and, accordingly, the Optionee may be required to hold the shares indefinitely unless they are registered under such Securities Act of 1933, as amended, or an exemption from such registration is available.

(c)           The Optionee shall have no rights as a shareholder with respect to any Common Shares covered by the Option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such shares) until the date of issue of a stock certificate to the Optionee for such Common Shares.  No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

11.           Governing Law.  This Option Agreement shall be governed by the applicable Code provisions to the maximum extent possible.  Otherwise, the laws of the State of Nevada (without reference to the principles of conflict of laws) shall govern the operation of, and the rights of the Optionee and the Options granted.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Nonqualified Stock Option Agreement as of the date first written above.

Pershing Gold Corporation
By:
	Name:  Stephen Alfers
	Title:    Chief Executive Officer
[  ]

6

EXHIBIT A

Notice of Exercise of Nonqualified Stock Option

I hereby exercise the nonqualified stock option granted to me pursuant to the Nonqualified Stock Option Agreement dated as of __________, 2013, by Pershing Gold Corporation (the “Company”), with respect to the following number of shares of the Company’s common stock (“Shares”), par value $0.0001 per Share, covered by said option:

Number of Shares to be purchased:
Purchase price per Share:	$
Total purchase price:	$

A. Enclosed is cash or my certified check, bank draft, or postal or express money order in the amount of $__________ in full/partial [circle one] payment for such Shares;

and/or

B. Enclosed is/are Share(s) with a total fair market value of $ on the date hereof in full/partial [circle one] payment for such Shares;

and/or

C. I have provided notice to [insert name of broker], a broker, who will render full/partial [circle one] payment for such Shares.  [Optionee should attach to the notice of exercise provided to such broker a copy of this Notice of Exercise and irrevocable instructions to pay to the Company the full exercise price.]

and/or

D. I elect to satisfy the payment for Shares purchased hereunder by having the Company withhold newly acquired Shares pursuant to the exercise of the Option.

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Please have the certificate or certificates representing the purchased Shares registered in the following name or names*: ; and sent to .

DATED:   , 20__
	Optionee’s Signature

*Certificates may be registered in the name of the Optionee alone or in the joint names (with right of survivorship) of the Optionee and his or her spouse.

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EXHIBIT B

2012 EQUITY INCENTIVE PLAN

EX-10.3

Exhibit 10.3

PERSHING GOLD CORPORATION

2012 Equity Incentive Plan

AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT

(Non-Assignable)

[NUMBER] Shares of Restricted Stock of

PERSHING GOLD CORPORATION

This AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT (the “Restricted Stock Agreement”), dated as of the ___ day of May 2013, is between ______________(the “Holder”), a director, officer or employee of, or consultant or advisor to, Pershing Gold Corporation (the “Company”) or a Subsidiary of the Company (a “Related Corporation”), and the Company, pursuant to and subject to the terms of the Company’s 2012 Equity Incentive Plan (the “Plan”).

WHEREAS, on June 18, 2012 (the “Grant Date”), the Company issued to Holder ___________________(________) shares of fully paid and non-assessable common shares of restricted stock (par value $0.0001 per share) (“Shares”) (the “Aggregate Grant”), with _______________ (____) Shares being granted under the Plan, and ______________ (_________) Shares being granted outside of the Plan.

WHEREAS, due to administrative error, the Restricted Stock Agreement issued under the Plan and dated as of the 18th day of June 2012 (the “June 2012 Agreement”) erroneously reflected that it covered the entire amount of the Aggregate Grant, not just the portion of the Aggregate Grant that was issued under the Plan.

WHEREAS, this Amended and Restated Restricted Stock Agreement amends the June 2012 Agreement to properly cover only the portion of the Aggregate Grant that was issued under the Plan.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows:

TERMS AND CONDITIONS.  It is understood and agreed that the award evidenced by this agreement is subject to the following terms and conditions:

1.                      Vesting Schedule.  The Shares shall be subject to the following vesting provisions.  All vesting is subject to claw-backs (as set forth in Section 2 herein) in the event of any breach of Company policy, restatements and/or adjustments.  Notwithstanding anything herein to the contrary, all vested Shares may be exercised and disposed of not sooner than six months following the date hereof.

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Percentage of Shares to Vest Date of Vesting

2.           Claw-Back Terms.  In consideration for the Corporation’s issuing the Shares to the Holder, without regard to the vesting schedule set forth in Section 1 herein, the Shares shall be subject to automatic forfeiture to the Corporation if at any time there is (i) any breach of any agreement by Holder relating to confidentiality, non-competition, non-raid of employees, or non-solicitation of vendors or customers; or (ii) any material breach of Corporation’s policy or procedures which causes harm to the Corporation, as determined by the Committee (collectively, the “Fiduciary Clawbacks”).  In the event of a Fiduciary Clawback, the Holder shall forfeit the Shares, to the Corporation within ninety (90) days of the occurrence of a breach pursuant to (i) or (ii) herein

3.           Regulatory Compliance and Listing.  The issuance or delivery of any stock certificates representing Shares may be postponed by the Corporation for such period as may be required to comply with any applicable requirements under the federal securities laws, any applicable listing requirements of any national securities exchange, any rules, regulations or other requirements under any other law, or any rules or regulations applicable to the issuance or delivery of such Shares, and the Corporation shall not be obligated to deliver any such Shares to the Holder if delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

4.           Investment Representations and Related Matters.  The Holder hereby represents that the Shares awarded pursuant to this agreement are being acquired for investment purposes and not for resale or with a view towards distribution thereof.  The Holder acknowledges and agrees that any sale or distribution of Common Shares may be made only pursuant to either (a) a registration statement on an appropriate form under the Securities Act of 1933, as amended (“Securities Act”), which registration statement has become effective and is current with regard to the Shares being sold, or (b) a specific exemption from the registration requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Corporation, prior to any such sale or distribution.  The Holder hereby consents to such action as the Corporation deems necessary or appropriate from time-to-time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions of this agreement, including but not limited to placing restrictive legends on certificates evidencing Shares and delivering stop transfer instructions to the Corporation’s stock transfer agent.

5.           No Right To Continued Employment; Forfeiture.  This agreement does not confer upon the Holder any right to continued employment by the Corporation or any of its subsidiaries or affiliated companies, nor shall it interfere in any way with the right to the Holder’s employer to terminate employment at any time for any reason or no reason.

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6.           Construction.  The Plan and this agreement will be construed by and administered under the supervision of the Committee, and all determinations will be final and binding on the Holder.

7.           Dilution.  Nothing in the Plan or this agreement will restrict or limit in any way the right of the Board of Directors of the Corporation to issue or sell stock of the Corporation (or securities convertible into stock of the Corporation) on such terms and conditions as it deems to be in the best interests of the Corporation, including, without limitation, stock and securities issued or sold in connection with mergers and acquisitions, stock issued or sold in connection with any stock option or similar plan, and stock issued or contributed to any stock bonus or employee stock ownership plan.

8.           Bound by Plan.  The Holder hereby agrees to be bound by all of the terms and provisions of the Plan.  Holder acknowledges that he has received a copy of the Plan.  A determination of the Committee (as defined in the Plan) under the Plan as to any questions which may arise with respect to the interpretation of the provisions of this award and of the Plan shall be final. The Committee may authorize and establish such rules, regulations and revisions thereof not inconsistent with the provisions of the Plan, as it may deem advisable.

9.           Notices.  Any notice hereunder to the Corporation shall be addressed to it c/o Pershing Gold Corporation, Attention: Chief Executive Officer, and any notice hereunder to the Holder shall be addressed to the Holder at the last known home address shown in the records of the Corporation, subject to the right of any party hereto to designate another address at any time hereafter in writing.

10.           Counterparts.  This agreement may be executed in counterparts each of which taken together shall constitute one and the same instrument.

11.           Governing Law.  This agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Corporation caused this agreement to be executed by a duly authorized officer.

Dated: May ___, 2013	PERSHING GOLD CORPORATION
	By:
		Name:
		Title:

ACCEPTED AND ACKNOWLEDGED:
By
	Print Name:

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Stock Power

FOR VALUE RECEIVED, ____________________ hereby sells, assigns and transfers unto ________________________________, _______________ (_____) shares of the common stock of PERSHING GOLD CORPORATION, a Nevada corporation, standing in the undersigned’s name on the books of said corporation represented by Certificate No. ______ and constitutes and appoints the secretary of said corporation as the undersigned’s agent and attorney-in-fact to transfer the said stock on the books of the said corporation with full power of substitution in the premises.

Dated:

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EX-10.4

Exhibit 10.4

PERSHING GOLD CORPORATION

RESTRICTED STOCK AGREEMENT

(Non-Assignable)

[NUMBER] Shares of Restricted Stock of

PERSHING GOLD CORPORATION

This RESTRICTED STOCK AGREEMENT (the “Restricted Stock Agreement”), dated as of the ___ day of May 2013, is between ______________(the “Holder”), a director, officer or employee of, or consultant or advisor to, Pershing Gold Corporation (the “Company”) or a Subsidiary of the Company (a “Related Corporation”), and the Company.

WHEREAS, on June 18, 2012 (the “Grant Date”), the Company issued to Holder an aggregate of ___________________(________) shares of fully paid and non-assessable common shares of restricted stock (par value $0.0001 per share) (“Shares”) (the “Aggregate Grant”), with _______________ (____) Shares being granted under the Company’s 2012 Equity Incentive Plan (the “Plan”), and ______________ (_________) Shares being granted outside of the Plan, but incorporating the terms and conditions thereof.

WHEREAS, due to administrative error, the Restricted Stock Agreement issued under the Plan and dated as of the 18th day of June 2012 (the “June 2012 Agreement”) erroneously reflected that it covered the entire amount of the Aggregate Grant, not just the portion of the Aggregate Grant that was issued under the Plan.

WHEREAS, this Agreement reflects the portion of the Aggregate Grant that was issued outside the Plan.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows:

TERMS AND CONDITIONS.  It is understood and agreed that the award evidenced by this agreement is subject to the following terms and conditions:

1.                      Vesting Schedule.  The Shares shall be subject to the following vesting provisions.  All vesting is subject to the terms and conditions of the Plan (as set forth in Section 2 below), claw-backs (as set forth in Section 3 below) in the event of any breach of Company policy, restatements and/or adjustments.  Notwithstanding anything herein to the contrary, all vested Shares may be exercised and disposed of not sooner than six months following the date hereof.

1

Percentage of Shares to Vest Date of Vesting

2.           Bound by Plan.  Although the Shares are not issued under the Plan, the parties hereby incorporate into this Restricted Stock Agreement each and every term and condition of the Plan in effect on the Grant Date and as amended from time to time (but only to the extent that such amendments apply to outstanding options), as if the Shares were in fact issued under the Plan. The Holder hereby agrees to be bound by all of the terms and provisions of the Plan.  Holder acknowledges that he has received a copy of the Plan.  A determination of the Committee (as defined in the Plan) under the Plan as to any questions which may arise with respect to the interpretation of the provisions of this award and of the Plan shall be final. The Committee may authorize and establish such rules, regulations and revisions thereof not inconsistent with the provisions of the Plan, as it may deem advisable.

3.           Claw-Back Terms.  In consideration for the Corporation’s issuing the Shares to the Holder, without regard to the vesting schedule set forth in Section 1 herein, the Shares shall be subject to automatic forfeiture to the Corporation if at any time there is (i) any breach of any agreement by Holder relating to confidentiality, non-competition, non-raid of employees, or non-solicitation of vendors or customers; or (ii) any material breach of Corporation’s policy or procedures which causes harm to the Corporation, as determined by the Committee (collectively, the “Fiduciary Clawbacks”).  In the event of a Fiduciary Clawback, the Holder shall forfeit the Shares, to the Corporation within ninety (90) days of the occurrence of a breach pursuant to (i) or (ii) herein

4.           Regulatory Compliance and Listing.  The issuance or delivery of any stock certificates representing Shares may be postponed by the Corporation for such period as may be required to comply with any applicable requirements under the federal securities laws, any applicable listing requirements of any national securities exchange, any rules, regulations or other requirements under any other law, or any rules or regulations applicable to the issuance or delivery of such Shares, and the Corporation shall not be obligated to deliver any such Shares to the Holder if delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

5.           Investment Representations and Related Matters.  The Holder hereby represents that the Shares awarded pursuant to this agreement are being acquired for investment purposes and not for resale or with a view towards distribution thereof.  The Holder acknowledges and agrees that any sale or distribution of Common Shares may be made only pursuant to either (a) a registration statement on an appropriate form under the Securities Act of 1933, as amended (“Securities Act”), which registration statement has become effective and is current with regard to the Shares being sold, or (b) a specific exemption from the registration requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Corporation, prior to any such sale or distribution.  The Holder hereby consents to such action as the Corporation deems necessary or appropriate from time-to-time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions of this agreement, including but not limited to placing restrictive legends on certificates evidencing Shares and delivering stop transfer instructions to the Corporation’s stock transfer agent.

2

6.           No Right To Continued Employment; Forfeiture.  This agreement does not confer upon the Holder any right to continued employment by the Corporation or any of its subsidiaries or affiliated companies, nor shall it interfere in any way with the right to the Holder’s employer to terminate employment at any time for any reason or no reason.

7.           Dilution.  Nothing in the Plan, as incorporated into this Restricted Stock Agreement, or this agreement will restrict or limit in any way the right of the Board of Directors of the Corporation to issue or sell stock of the Corporation (or securities convertible into stock of the Corporation) on such terms and conditions as it deems to be in the best interests of the Corporation, including, without limitation, stock and securities issued or sold in connection with mergers and acquisitions, stock issued or sold in connection with any stock option or similar plan, and stock issued or contributed to any stock bonus or employee stock ownership plan.

8.           Notices.  Any notice hereunder to the Corporation shall be addressed to it c/o Pershing Gold Corporation, Attention: Chief Executive Officer, and any notice hereunder to the Holder shall be addressed to the Holder at the last known home address shown in the records of the Corporation, subject to the right of any party hereto to designate another address at any time hereafter in writing.

9.           Counterparts.  This agreement may be executed in counterparts each of which taken together shall constitute one and the same instrument.

10.           Governing Law.  This agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Corporation caused this agreement to be executed by a duly authorized officer.

Dated: May ___, 2013	PERSHING GOLD CORPORATION
	By:
		Name:
		Title:

ACCEPTED AND ACKNOWLEDGED:
By
	Print Name:

4

Stock Power

FOR VALUE RECEIVED, ____________________ hereby sells, assigns and transfers unto ________________________________, _______________ (_____) shares of the common stock of PERSHING GOLD CORPORATION, a Nevada corporation, standing in the undersigned’s name on the books of said corporation represented by Certificate No. ______ and constitutes and appoints the secretary of said corporation as the undersigned’s agent and attorney-in-fact to transfer the said stock on the books of the said corporation with full power of substitution in the premises.

Dated:

5

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Stephen Alfers, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Pershing Gold Corporation;

2.    Based on my knowledge, this quarterly 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 quarterly report;

3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 controls 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 for the period in which this quarterly 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;
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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls 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 controls over financial reporting.

Dated:  May 15, 2013	By:	/s/ Stephen Alfers
		Stephen Alfers President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Eric Alexander, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Pershing Gold Corporation;

2.    Based on my knowledge, this quarterly 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 quarterly report;

3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 controls 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 for the period in which this quarterly 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;
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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls 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 controls over financial reporting.

Dated:  May 15, 2013	By:	/s/ Eric Alexander
		Eric Alexander Vice President Finance and Controller (Principal Financial Officer)

EX-32.1

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 Quarterly Report of Pershing Gold Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Stephen Alfers, President and Chief Executive Officer (Principal Executive Officer) of the Company, certifies, pursuant to 18 U.S.C. section 1350 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 operations of the Company.

Date:  May 15, 2013	/s/ Stephen Alfers
	Stephen Alfers President and Chief Executive Officer (Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

EX-32.2

Exhibit 32.2

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 Quarterly Report of Pershing Gold Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Eric Alexander, Vice President of Finance and Controller of the Company, certifies, pursuant to 18 U.S.C. section 1350 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 operations of the Company.

Date:  May 15, 2013	By:	/s/ Eric Alexander
		Eric Alexander Vice President Finance and Controller (Principal Financial Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) (USD $)	Sep. 02, 2011	Aug. 30, 2011
Accounting Policies [Abstract]
Sold equity ownership interest in Capital Hoedown	66.70%
Sold equity ownership in Capital Hoedown, value	$ 500,000
Acquisition of Relief Canyon, paid in cash		12,000,000
Acquisition of Relief Canyon, convertible notes issued		$ 8,000,000

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DISCONTINUED OPERATIONS (Details Narrative) (USD $)	Mar. 31, 2012	Sep. 03, 2011
Discontinued Operations and Disposal Groups [Abstract]
Minority interest in Capital Hoedown, Inc. owned by CII with Empire		33.33%
Equity ownership interest in Capital Hoedown sold to CII		66.67%
Value of Empire sale to CII	$ 500,000
Senior Promissory Note, issued by CII, interest rate	8.00%

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RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	4 Months Ended	5 Months Ended				1 Months Ended
	Oct. 31, 2012 Barry Honig, Board Member	Dec. 31, 2011 Barry Honig, Board Member	Mar. 31, 2013 Barry Honig, Board Member	Dec. 31, 2012 Barry Honig, Board Member	Feb. 28, 2011 Barry Honig, Board Member	Jan. 31, 2013 Continental Resources	Mar. 31, 2013 Continental Resources	Dec. 31, 2012 Continental Resources
Debt					$ 2,250,000
Payments on notes		1,688,250
Principle amount of note payable			486,250	486,250
Accrued interest and fees			149,458	142,164
Payments for Continental's expenses						15,066
Distribution to former parent company							15,066	611,589
Extinguished debt	$ 75,500

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STOCKHOLDERS' EQUITY - Schedule of Summary of the stock options (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2013
Number of Options
Beginning Balance at December 31, 2010	35,298,000
Granted	150,000
Exercised
Forfeited	(150,000)
Cancelled
Balance outstanding at March 31, 2013	35,298,000
Options exercisable at end of period		33,259,867
Options expected to vest through December 31, 2014	2,038,133
Weighted Average Exercise Price
Granted	0.44
Exercised
Forfeited	0.60
Cancelled
Balance outstanding at March 31, 2013	0.46
Options exercisable at end of period	0.46
Weighted average fair value of options granted during the period	0.25
Weighted Average Remaining Contractual Life (Years)
Beginning Balance at December 31, 2010		9 years 1 month 9 days
Granted	3 years
Forfeited	7 years 2 months 5 days
Balance outstanding at March 31, 2013	8 years 10 months 2 days

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NET LOSS PER COMMON SHARE (Tables)

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Schedule Of Earnings Per Share

	For the Three months ended March 31, 2013		For the Three months ended March 31, 2012
Numerator:
Loss from continuing operations	$	(3,056,498)	$	(25,932,934)
Loss from discontinued operations	$	-	$	(50,174)
Denominator:
Denominator for basic and diluted loss per share
(weighted-average shares)		270,090,916		152,753,739
Loss per common share, basic and diluted:
Loss from continuing operations	$	(0.01)	$	(0.17)
Loss from discontinued operations	$	(0.00)	$	(0.00)

Schedule Of Earnings Per Share Diluted

	March 31, 2013		March 31, 2012
Common stock equivalents:
Stock options		35,298,000		14,148,000
Stock warrants		16,255,779		39,653,142
Convertible preferred stock		-		26,775,326
		51,553,779		80,576,468

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SUBSEQUENT EVENTS (Details Narrative) (USD $)	1 Months Ended
	Apr. 30, 2013
Subsequent Events [Abstract]
Shares sold in private transaction	2,000,000
Net proceeds from shares sold in private transaction	$ 140,000
Shares owned after the sale in private transaction	20,000,000

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ACQUISITION, DISPOSITION AND DECONSOLIDATION (Details Narrative) (USD $)	3 Months Ended		19 Months Ended		11 Months Ended				0 Months Ended	1 Months Ended					0 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Aug. 30, 2011	Jan. 02, 2013 Amicor	Dec. 31, 2012 Amicor	Mar. 31, 2013 Amicor	Jan. 26, 2012 Amicor	May 24, 2012 Valor Gold	Apr. 30, 2013 Valor Gold	Feb. 28, 2013 Valor Gold	Mar. 31, 2013 Valor Gold	May 24, 2012 Valor Gold Barry Honig Family Members	May 24, 2012 Valor Gold Shareholder	Mar. 02, 2013 Continental Resources
Common shares of Amicor purchased during Amicor's private placement					10,000,000
Common Stock Issued for purchase of assets or interest									25,000,000
Common stock issued										2,000,000	3,000,000
Membership interest												28.40%
Percentage of outstanding common stock acquired									38.60%
Value of common stock issued					$ 1,641,933					$ 140,000	$ 300,000
Notes payable interest rate		8.00%							5.00%
Purchase price of options to purchase properties and claims sold to Amicor, cash								10
Purchase price of options to purchase properties and claims sold to Amicor, shares								10,000,000
Purchase price of options to purchase properties and claims sold to Amicor, promissory note								1,000,000
Issuance of a note receivable in connection with sale of uranuim assets pursuant to an option agreement		1,000,000	930,000			930,000
Notes receivable, net							0		500,000			0
Cash paid for acquisition				$ 12,000,000					$ 2,000,000
Common Shares of Valor Gold held by related parties prior to purchase agreement													5,600,003	750,000
Common shares of Valor Gold purchased by related parties during Valor Gold's private placement														1,250,000
Shares of Valor Gold Series A Preferred Stock purchased by related parties during Valor Gold's private placement													5,000,000
Distribution of shares to Continental															76,095,215

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DISCONTINUED OPERATIONS - Schedule of Discontinued operations of the Company's sports and entertainment business (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Discontinued Operations and Disposal Groups [Abstract]
Revenues
Cost of sales
Gross profit (loss)
Operating and other non-operating expenses		(50,174)
Loss from discontinued operations		(50,174)
Gain from sale of sports and entertainment business
Loss from discontinued operations		$ (50,174)

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STOCKHOLDERS' EQUITY (Details Narrative) (USD $)	0 Months Ended		3 Months Ended
	Feb. 12, 2013	Jun. 18, 2012	Mar. 31, 2013	Mar. 14, 2014	Dec. 31, 2012	Nov. 21, 2012	Feb. 09, 2012	Sep. 29, 2010
Stock authorized, shares					50,000,000
Stock authorized, par value per share			$ 0.0001		$ 0.0001
Shares of common stock issued to CEO		5,000,000		6,000,000			12,000,000
Shares of restricted common stock issued to director	6,700,000	3,000,000
Value of restricted common stock issued to director	$ 3,417,000
Restricted common stock issued to director, per share market value	$ 0.51	$ 0.34
Restricted stock issued to Vice President			500,000			200,000
Intrinsic value of stock options outstanding			2,700,000
Reserved for issuance			33,300,000				40,000,000	2,800,000
Holders of common stock in favor of 2012 Equity Incentive Plan							53.00%
Three year options granted to consultants, shares			150,000
Three year options granted to consultants, per share value			$ 0.44
Three year options granted to consultants, value			38,058
Vested restricted stock grants
Stock-based compensation expense			1,239,705
Additional stock-based compensation expense			35,079
Unrecognized compensation expense			6,140,167
Preferred Stock
Stock authorized, shares			50,000,000
Stock authorized, par value per share			$ 0.0001
Series A Convertible Preferred Stock
Stock authorized, shares			2,250,000
Stock authorized, par value per share			$ 0.0001
Series B Convertible Preferred Stock
Stock authorized, shares			8,000,000
Stock authorized, par value per share			$ 0.0001
Series C Convertible Preferred Stock
Stock authorized, shares			3,284,396
Stock authorized, par value per share			$ 0.0001
Series D Convertible Preferred Stock
Stock authorized, shares			7,500,000
Non-vested option-based compensation
Stock-based compensation expense			120,352
Non-vested option-based compensation
Unrecognized compensation expense			$ 314,969

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ACQUISITION, DISPOSITION AND DECONSOLIDATION

3 Months Ended

Mar. 31, 2013

Business Combinations [Abstract]

ACQUISITION, DISPOSITION AND DECONSOLIDATION

NOTE 3 – ACQUISITION, DISPOSITION AND DECONSOLIDATION

Continental Resources Group, Inc.

On July 22, 2011, the Company, Continental Resources Acquisition Sub Inc. (“Acquisition Sub”) and Continental Resources Group Inc. (“Continental”) entered into a Purchase Agreement and, through Acquisition Sub, completed the purchase of substantially all of the assets of Continental.

On February 12, 2013 the SEC declared the Company’s registration statement on Form S-1 effective. The registration statement satisfies a condition allowing for the dissolution of Continental. As a result of the effectiveness of the Form S-1 registration statement, Continental completed its plan of liquidation, including the distribution of 76,095,215 of the Company’s shares on a pro rata basis to Continental shareholders of record as of March 1, 2013.

Sale of Uranium Exploration Properties

On January 26, 2012, the Company and American Strategic Minerals Corp. (“Amicor”) entered into an Option Agreement whereby Amicor acquired the option to purchase all uranium properties and claims (the “Option”) from the Company for a purchase price of $10.00 in consideration for the issuance of (i) 10,000,000 shares of Amicor’s common stock and (ii) a six month promissory note in the principal amount of $1,000,000. Pursuant to the Option, the consideration received by the Company for the option was non-refundable.

In 2012, $930,000 of the principal amount of note was paid. Under the terms of the note, Amicor was required to pay the balance of the note upon completion of a private placement totaling $1,000,000 or more on or before July 26, 2012. The $1,000,000 private placement was not completed by that date and thus Amicor was not required to pay the final $70,000 due under the note. Accordingly, no amounts under the note receivable from Amicor are currently outstanding.

Between February 2012 and January 2013, the Company sold 10,000,000 shares of Amicor’s common stock in private transactions and generated net proceeds of $1,641,933. In October 2012, Amicor changed its name to Marathon Patent Group, Inc.

Sale of Gold Exploration Properties

A wholly-owned subsidiary of the Company, Red Battle Corp. (“Red Battle”), a Delaware corporation, was formed on April 30, 2012 to hold all of the outstanding membership interests of Arttor Gold and Noble Effort, then subsidiaries of the Company which owned the Red Battle and North Battle Mountain gold exploration properties. The Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) on May 24, 2012 with Valor Gold Corp. and Valor Gold Acquisition Corp., a wholly-owned subsidiary of Valor Gold Corp., for the purpose of divesting its Red Rocks and North Battle Mountain gold properties. As a result of this transaction, Red Battle, together with Arttor Gold and Noble Effort were sold to Valor Gold.

The Merger effectively resulted in the sale of the Company’s two Lander County, Nevada exploration properties, Red Rock Mineral Prospect (including the Centerra Prospect), and North Battle Mountain Mineral Prospect, to Valor Gold for (i) $2,000,000 in cash (the “Cash Consideration”), (ii) a 5% promissory note in the principal amount of $500,000 due 18 months following the issuance date and (iii) 25,000,000 shares of Valor Gold’s common stock.

In November 2012, the Company collected the full balance of the note receivable $500,000 plus accrued interest from Valor Gold.

Prior to the Merger, certain entities under the control of Barry Honig, a director of the Company, and Mr. Honig’s family members held 5,600,003 shares of Valor Gold. Additionally, another shareholder of the Company held 750,000 shares of Valor Gold prior to the Merger. Contemporaneously with the closing of the Merger, this shareholder purchased 1,250,000 shares of Valor Gold’s common stock in a private placement by Valor Gold. Additionally, entities under Mr. Honig’s control purchased 5,000,000 shares of Valor Gold’s Series A Preferred Stock in the Valor Gold private placement.

The issuance of 25,000,000 shares of Valor Gold’s common stock to the Company accounted for approximately 38.6% of the total issued and outstanding common stock of Valor Gold as of May 24, 2012. In February 2013 the Company sold 3,000,000 shares of Valor Gold’s common stock in a private transaction and generated net proceeds of $300,000. As of March 31, 2013, the Company holds a 28.4% interest in Valor Gold. In April 2013, the Company sold 2,000,000 shares of Valor Gold’s common stock in a private transaction and generated net proceeds of $140,000. The Company is seeking to sell its remaining shares of Valor Gold.

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MARKETABLE SECURITIES (Details Narrative) (USD $)	1 Months Ended	3 Months Ended		19 Months Ended
	Jan. 31, 2013	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Accounting Policies [Abstract]
Shares of Amicor Sold	1,513,333
Realized gain - available for sale securities		$ 451,333	$ 323,000	$ 1,941,933
Generated net proceeds	$ 151,333

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MARKETABLE SECURITIES - Schedule of Marketable Securities (Details) (USD $)	3 Months Ended		19 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Accounting Policies [Abstract]
Cost
Gross Unrealized Gains
Gross Unrealized Losses
Realized Gain from Sale of Securities	451,333	323,000	1,941,933
Fair Value

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STOCKHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

Summary of the stock options

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at December 31, 2010		35,298,000		$	0.46		9.11
Granted		150,000			0.44		3.00
Exercised		-			-		-
Forfeited		(150,000	)		0.60		7.18
Cancelled		-			-		-
Balance at March 31, 2013		35,298,000			0.46		8.84
Options exercisable at end of period		33,259,867		$	0.46
Options expected to vest through December 31, 2014		2,038,133
Weighted average fair value of options granted during the period				$	0.25

Summary of the status of outstanding stock warrants

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at December 31, 2012		16,255,779	$	0.54	2.42
Granted		-		-	-
Cancelled		-		-	-
Forfeited		-		-	-
Exercised		-		-	-
Balance at March 31, 2013		16,255,779	$	0.54	2.17
Warrants exercisable at March 31, 2013		16,255,779	$	0.54	2.17
Weighted average fair value of warrants granted during the period			$	-

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MINERAL PROPERTIES (Details Narrative)		1 Months Ended
	Mar. 31, 2013 Relief Canyon Mine	Apr. 30, 2012 Pershing Pass Property	Mar. 31, 2013 Pershing Pass Property	Apr. 05, 2012 Victoria Gold
Unpatented Lode Mining Claims Owned	84		489	283
Unpatented Millsites owned	118
Net Smelter Return Royalty Percentage				2.00%
Acres of Property			9,700	13,300
Additional Mining Claims purchased		17

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MINERAL PROPERTIES - Schedule of Mineral Properties (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Mineral Properties - Schedule Of Mineral Properties Details
Relief Canyon Mine - Gold Acquisition	$ 8,501,071	$ 8,501,071
Relief Canyon Mine - Newmont Leased Properties	7,709,441	7,709,441
Pershing Pass Property	576,400	576,400
Total Mineral Properties	$ 16,786,912	$ 16,786,912

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PROPERTY AND EQUIPMENT - Property and equipment (Details) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Property, Plant and Equipment [Abstract]
Furniture and fixtures	$ 56,995		$ 56,995
Furniture and fixtures, estimated life			5 years
Office and computer equipment	222,994		220,060
Office and computer equipment, estimated life minimum			1 year
Office and computer equipment, estimated life maximum			5 years
Land	266,977		266,977
Building and improvements	727,965		727,965
Building and improvements, estimated life minimum			5 years
Building and improvements, estimated life maximum			25 years
Site costs	1,272,732		1,272,732
Site costs, estimated life			10 years
Crushing system	2,256,943		2,256,943
Crushing system, estimated life			20 years
Process plant and equipment	3,169,442		3,166,280
Process plant and equipment, estimated life			10 years
Vehicles and mining equipment	695,825		682,373
Vehicles and mining equipment, estimated life minimum			5 years
Vehicles and mining equipment, estimated life maximum			10 years
Total property and equipment, net	8,669,873		8,650,325
Less: accumulated depreciation	(1,509,507)		(1,263,549)
Total property and equipment, gross	7,160,366		7,386,776
Depreciation expense	$ 245,958	$ 241,794

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principle of consolidation

The condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and present the condensed consolidated financial statements of the Company as of March 31, 2013. All intercompany transactions and balances have been eliminated and net earnings are reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests. Prior periods have been restated in the Company’s consolidated financial statements and related footnotes to conform to this presentation and all transactions relating to the sports and entertainment business are included in discontinued operations. All adjustments (consisting of normal recurring items) necessary to present fairly the Company's financial position as of March 31, 2013, and the results of operations and cash flows for the three months ended March 31, 2013 have been included. The results of operations for the three months ended March 31, 2013 are not necessarily indicative of the results to be expected for the full year. The accounting policies and procedures employed in the preparation of these condensed consolidated financial statements have been derived from the audited financial statements of the Company for the period ended December 31, 2012, which are contained in the Company's Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on April 1, 2013. The consolidated balance sheet as of December 31, 2012 was derived from those financial statements.

Exploration stage company

On September 1, 2011, the Company exited the sports and entertainment business and sold its Empire subsidiary. The Company is engaged in gold and precious metals exploration. The Company has been in the exploration stage since September 1, 2011 and has not yet realized any revenues from its planned operations. The Company is an exploration stage company as defined in Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) ASC 915 “Development Stage Entities”.

Use of estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, allowance for bad debts, the useful life of property and equipment, the assumptions used to calculate fair value of options granted and derivative liability, beneficial conversion on convertible notes payable, capitalized mineral rights, asset valuations, common stock issued for services, common stock issued for conversion of notes and common stock issued in connection with an acquisition.

Non-controlling interests in consolidated financial statements

In December 2007, ASC 810-10-65, “Non-controlling Interests in Consolidated Financial Statements” clarified that a non-controlling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and non-controlling interest, with disclosure on the face of the consolidated income statement of the amounts attributed to the parent and to the non-controlling interest. In accordance with ASC 810-10-45-21, those losses attributable to the parent and the non-controlling interest in subsidiary may exceed their interests in the subsidiary’s equity. The excess and any further losses attributable to the parent and the non-controlling interest shall be attributed to those interests even if that attribution results in a deficit non-controlling interest balance.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s accounts at this institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. At March 31, 2013, the Company had bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.

Marketable securities

Marketable securities consist of the Company’s investment in publicly traded equity securities and are generally restricted for sale under Federal securities laws. The Company’s policy is to liquidate securities received when market conditions are favorable for sale. Since these securities are often restricted, the Company is unable to liquidate them until the restriction is removed. Marketable securities that are bought and held principally for the purpose of selling them in the near term are to be classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Pursuant to ASC Topic 320, “Investments – Debt and Equity Securities,” the Company’s marketable securities have a readily determinable and active quoted price, such as from NASDAQ, NYSE Euronext, the Over the Counter Bulletin Board, and the OTC Markets Group.

Trading securities are carried at fair value, with changes in unrealized holding gains and losses included in income and classified within interest and other income, net, in the accompanying consolidated statements of operations.

Available for sale securities are carried at fair value, with changes in unrealized gains or losses are recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale are reflected in the net income (loss) for the period in which the security was liquidated.

Fair value of financial instruments

The Company adopted ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company analyzes all financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Depending on the product and the terms of the transaction, the fair value of notes payable and derivative liabilities were modeled using a series of techniques, including closed-form analytic formula, such as the Black-Scholes option-pricing model.

The Company classifies the investments in marketable securities available for sale as Level 3, adjusted for the effect of restriction. The securities are restricted and cannot be readily resold by the Company absent a registration of the sale of those securities under the Securities Act of 1933 as amended (the “Securities Act”) or the availability of an exemption from the registration. Unrealized gains or losses on marketable securities available for sale are recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale are reflected in net income for the period in which the security was liquidated. At the end of each period, the Company evaluates the carrying value of the marketable securities for a decrease in value. The Company evaluates the company underlying these marketable securities to determine whether a decline in fair value below the amortized cost basis is other than temporary. If the decline in fair value is judged to be “other- than- temporary”, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is charged to earnings.

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their estimated fair market value based on the short-term maturity of these instruments. The carrying amount of the notes payable at March 31, 2013 approximate their respective fair value based on the Company’s incremental borrowing rate.

Prepaid expenses

Prepaid expenses – current portion of $306,363 and $502,837 at March 31, 2013 and December 31, 2012, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses include prepayments (in cash and common stock) of public relation services, consulting and business advisory services, and prepaid insurance and mineral lease which are being amortized over the terms of their respective agreements.

Mineral property acquisition and exploration costs

Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production method over the estimated life of the proven and probable reserves. If in the future the Company has capitalized mineral properties, these properties will be periodically assessed for impairment. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed. During the three months ended March 31, 2013 and 2012, the Company incurred exploration cost of $415,472 and $1,289,899, respectively.

ASC 930-805, “Extractive Activities-Mining: Business Combinations”, states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 805. ASC 805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims.

ASC 930-805-30-1 and 30-2 provides that in fair valuing mineral assets, an acquirer should take into account both:

• The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets.

• The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants.

Property and equipment

Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally one to twenty five years.

Impairment of long-lived assets

The Company accounts for the impairment or disposal of long-lived assets according to the ASC 360 “Property, Plant and Equipment”. The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of long-lived assets, including mineral rights, may not be recoverable. Long-lived assets in the exploration stage are monitored for impairment based on factors such as the Company's continued right to explore the area, exploration reports, assays, technical reports, drill results and the Company's continued plans to fund exploration programs on the property, and whether sufficient work has been performed to indicate that the carrying amount of the mineral property cost carried forward as an asset will not be fully recovered, even though a viable mine has been discovered. The tests for long-lived assets in the exploration stage would be monitored for impairment based on factors such as current market value of the long-lived assets and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The Company did not record any impairment charges of its long-lived assets at March 31, 2013 and December 31, 2012, respectively.

Goodwill and other intangible assets

In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following:

1.	Significant underperformance relative to expected historical or projected future operating results;
2.	Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and
3.	Significant negative industry or economic trends.

When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company did not have any intangible assets as of March 31, 2013 and December 31, 2012.

Income Taxes

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provision of the ASC 740-10 related to Accounting for Uncertain Income Tax Position. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is most likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open.  The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed.

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation – Stock Compensation”, which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

Recent accounting pronouncements

Updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries, are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

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NOTES PAYABLE - Schedule of Notes Payable (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Debt Disclosure [Abstract]
Total Notes Payable	$ 78,707	$ 82,546
Less: current portion	(23,036)	(23,036)
Long term portion	$ 55,671	$ 59,510

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Going Concern (Details Narrative) (USD $)	3 Months Ended		19 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (3,056,498)	$ (25,983,108)	$ (63,778,330)
Net cash used in operating activities	(1,548,955)	(2,981,643)	(13,454,721)
Cumulative net loss since inception			$ 84,900,000

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Consolidated Balance Sheets (Unaudited) (USD $)	Mar. 31, 2013	Dec. 31, 2012
CURRENT ASSETS:
Cash and cash equivalents	$ 2,082,116	$ 3,218,191
Other receivables		77,364
Prepaid expenses - current portion	306,363	502,837
Total Current Assets	2,388,479	3,798,392
NON - CURRENT ASSETS:
Property and equipment, net - (see Note 6)	7,160,366	7,386,776
Mineral rights - (see Note 5)	16,786,912	16,786,912
Reclamation bond deposit - (see Note 5)	4,645,533	4,645,533
Deposits	3,884	3,884
Total Non - Current Assets	28,596,695	28,823,105
Total Assets	30,985,174	32,621,497
CURRENT LIABILITIES:
Accounts payable and accrued expenses	822,258	778,314
Note payable - current portion (see Note 7)	23,036	23,036
Note payable - related party, net of debt discount - (see Note 8)	486,250	486,250
Total Current Liabilities	1,331,544	1,287,600
LONG-TERM LIABILITIES:
Note payable - long term portion (see Note 7)	55,671	59,510
Total Liabilities	1,387,215	1,347,110
STOCKHOLDERS' EQUITY :
Preferred stock, $0.0001 par value; 50,000,000 authorized - (see Note 9)
Common stock ($.0001 Par Value; 500,000,000 Shares Authorized; 273,292,023 and 266,592,023 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively) - (see Note 9)	27,329	26,659
Additional paid-in capital	114,431,594	113,052,194
Accumulated deficit	(14,901,794)	(14,901,794)
Accumulated deficit since inception of exploration stage (September 1, 2011)	(69,959,170)	(66,902,672)
Total Stockholders' Equity	29,597,959	31,274,387
Total Liabilities and Stockholders' Equity	$ 30,985,174	$ 32,621,497

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NOTES PAYABLE (Details Narrative) (USD $)	Aug. 31, 2012
Debt Disclosure [Abstract]
Note payable in connection with acquisition	$ 92,145
Note payable in connection with acquisition, interest	7.00%

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ORGANIZATION AND DESCRIPTION OF BUSINESS

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization

Pershing Gold Corporation (the “Company”), formerly named Sagebrush Gold Ltd., formerly named The Empire Sports & Entertainment Holdings Co. (“Empire”), formerly named Excel Global, Inc., was incorporated under the laws of the State of Nevada on August 2, 2007. On February 27, 2012, the Company changed its name to Pershing Gold Corporation. The Company is a gold and precious metals exploration company pursuing exploration and development opportunities primarily in Nevada. The Company is currently focused on exploration of its Relief Canyon properties in Pershing County in northwestern Nevada. None of the Company’s properties contain proven and probable reserves, and all of the Company’s activities on all of its properties are exploratory in nature.

On September 1, 2011, the Company exited the sports and entertainment business and disposed of its Empire subsidiary pursuant to a Stock Purchase Agreement by and between the Company, Empire and Concert International Inc. (“CII”). Pursuant to the stock purchase agreement, the Company agreed to sell to CII its Empire subsidiary, including the 66.67% equity ownership interest in Capital Hoedown Inc. (“Capital Hoedown”), for $500,000. As a result, on September 1, 2011, Empire and Capital Hoedown were no longer subsidiaries of the Company.

A wholly-owned subsidiary, EXCX Funding Corp., a Nevada corporation was formed in January 2011 and currently holds the note payable - related party (see Note 8).

On August 30, 2011, the Company, through its wholly-owned subsidiary, Gold Acquisition Corp. (“Gold Acquisition”) acquired the Relief Canyon Mine property (“Relief Canyon”) located in Pershing County, near Lovelock, Nevada, for an aggregate purchase price consisting of: (i) $12,000,000 cash and (ii) $8,000,000 in senior secured convertible promissory notes.

A wholly-owned subsidiary, Pershing Royalty Company., a Delaware corporation, was formed on May 17, 2012 to hold a royalty interest in two gold exploration properties (see Note 3).

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NET LOSS PER COMMON SHARE - Schedule of Earnings Per Share (Details) (USD $)	3 Months Ended		19 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Numerator:
Loss from continuing operations	$ (3,056,498)	$ (25,932,934)	$ (64,580,697)
Loss from discontinued operations		$ (50,174)	$ 802,367
Denominator for basic and diluted loss per share (weighted average shares)	270,090,916	152,753,739	208,371,263
Loss from continuing operations	$ (0.01)	$ (0.17)	$ (0.31)
Loss from discontinued operations	$ 0.00	$ 0.00	$ 0.00

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MINERAL PROPERTIES (Tables)

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Schedule of Mineral Proprties

	March 31, 2013		December 31, 2012
Relief Canyon Mine – Gold Acquisition	$	8,501,071	$	8,501,071
Relief Canyon Mine – Newmont Leased Properties		7,709,441		7,709,441
Pershing Pass Property		576,400		576,400
	$	16,786,912	$	16,786,912

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NET LOSS PER COMMON SHARE - Schedule of Earnings Per Share Diluted (Details)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Common stock equivalents:
Stock options	35,298,000	14,148,000
Stock warrants	16,255,779	39,653,142
Convertible preferred stock		26,775,326
Total	51,553,779	80,576,468

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NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Schedule of Notes Payable

	March 31, 2013			December 31, 2012
Total notes payable	$	78,707		$	82,546
Less: current portion		(23,036	)		(23,036	)
Long term portion	$	55,671		$	59,510

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Going Concern

3 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Going concern

The Company is in the exploration stage and does not generate revenues to meet its operating expenses.

These consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company has incurred a net loss of approximately $3.1 million for the three months ended March 31, 2013, $1.5 million of net cash used in operations for the three months ended March 31, 2013 and cumulative net losses of approximately $84.9 million since its inception and requires capital for its contemplated operational and exploration activities to take place. The Company plans to raise additional capital to carry out its business plan. The Company's ability to raise additional capital through future equity and debt securities issuances is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Preferred stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, Authorized (in shares)		50,000,000
Common stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, Authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	273,292,023	266,592,023
Common stock, Outstanding (in shares)	273,292,023	266,592,023
Convertible Series A Preferred Stock
Preferred stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, Authorized (in shares)	2,250,000	2,250,000
Preferred stock, Issued (in shares)
Preferred stock, Outstanding (in shares)
Convertible Series B Preferred Stock
Preferred stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, Authorized (in shares)	8,000,000	8,000,000
Preferred stock, Issued (in shares)
Preferred stock, Outstanding (in shares)
Convertible Series C Preferred Stock
Preferred stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, Authorized (in shares)	3,284,396	3,284,396
Preferred stock, Issued (in shares)
Preferred stock, Outstanding (in shares)
Convertible Series D Preferred Stock
Preferred stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, Authorized (in shares)	7,500,000	7,500,000
Preferred stock, Issued (in shares)
Preferred stock, Outstanding (in shares)

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2013

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 13 – SUBSEQUENT EVENTS

In April 2013, the Company sold an aggregate of 2,000,000 shares of Valor Gold’s common stock in a private transaction and generated net proceeds of $140,000. After the sale the Company continues to own 20 million shares of Valor Gold. The Company plans to sell its remaining Valor Gold shares.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	May 13, 2013
Document And Entity Information
Entity Registrant Name	Pershing Gold Corp.
Entity Central Index Key	0001432196
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		273,292,023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

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DISCONTINUED OPERATIONS

3 Months Ended

Mar. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

NOTE 11 – DISCONTINUED OPERATIONS

In September 2011, the Company decided to discontinue its sports and entertainment business and prior periods have been restated in the Company’s consolidated financial statements and related footnotes to conform to this presentation. On September 1, 2011, the Company disposed of its Empire subsidiary pursuant to a stock purchase agreement by and between the Company, Empire and CII. Prior to the purchase, CII was the owner of a 33 1/3% minority interest with Empire in Capital Hoedown, Inc., an Ontario corporation, formed to undertake an event held during August 2011. Pursuant to the stock purchase agreement, the Company agreed to sell Empire to CII, including the 66.67% equity ownership interest in Capital Hoedown, for $500,000 which was payable on March 31, 2012 pursuant to a Senior Promissory Note issued by CII to the Company which bears interest at 8% per annum. During 2012 the outstanding note balance was fully written off as a bad debt.

The following table sets forth indicated selected financial data of the Company’s discontinued operations of its sports and entertainment business.

	March 31, 2013		March 31, 2012
Revenues	$	-	$	-
Cost of sales		-		-
Gross profit (loss)		-		-
Operating and other non-operating expenses		-		(50,174	)
Loss from discontinued operations		-		(50,174	)
Gain from sale of sports and entertainment business		-		-
Loss from discontinued operations	$	-	$	(50,174	)

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Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		19 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Income Statement [Abstract]
Net revenues
Operating expenses:
Compensation and related taxes	1,634,243	6,490,733	22,443,071
Exploration cost	415,472	1,289,899	7,436,495
Consulting fees	345,533	918,624	8,251,009
General and administrative expenses	1,103,876	1,021,863	6,708,629
Total operating expenses	3,499,124	9,721,119	44,839,204
Operating loss from continuing operations	(3,499,124)	(9,721,119)	(44,839,204)
OTHER INCOME (EXPENSES):
Other income		80,000	80,000
Gain from sale of uranium assets pursuant to an option agreement		930,000	930,000
Gain from sale of subsidiaries			2,500,000
Loss from extinguishment of debts		(4,769,776)	(4,769,776)
Change in fair value of derivative liability		(1,454,889)	5,447,917
Loss from disposal of assets		(9,434)	(192,759)
Settlement expense			(9,682,196)
Realized gain - trading securities		19,702	19,702
Realized gain - available for sale securities - (see Note 4)	451,333	323,000	1,941,933
Share of loss of equity method investee			(83,333)
Interest expense and other finance costs, net of interest income	(8,707)	(11,330,418)	(15,932,981)
Total other income (expenses) - net	442,626	(16,211,815)	(19,741,493)
Loss from continuing operations before provision for income taxes	(3,056,498)	(25,932,934)	(64,580,697)
Provision for income taxes
Loss from continuing operations	(3,056,498)	(25,932,934)	(64,580,697)
Discontinued operations:
(Loss) gain from discontinued operations, net of tax		(50,174)	802,367
Net loss	(3,056,498)	(25,983,108)	(63,778,330)
Less: Net loss (income) attributable to non-controlling interest		606	(172,517)
Net loss attributable to Pershing Gold Corporation	(3,056,498)	(25,982,502)	(63,950,847)
Preferred deemed dividend		(1,616,777)	(5,987,173)
Preferred stock dividends		(9,000)	(21,150)
Net loss available to common stockholders	$ (3,056,498)	$ (27,608,279)	$ (69,959,170)
Loss per common share, basic and diluted:
Loss from continuing operations	$ (0.01)	$ (0.17)	$ (0.31)
Loss from discontinued operations	$ 0.00	$ 0.00	$ 0.00
Earnings per share basic and diluted	$ (0.01)	$ (0.17)	$ (0.31)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and Diluted	270,090,916	152,753,739	208,371,263

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PROPERTY AND EQUIPMENT

3 Months Ended

Mar. 31, 2013

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	Estimated Life		March 31, 2013			December 31, 2012
Furniture and fixtures		5 years	$	56,995		$	56,995
Office and computer equipment		1 - 5 years		222,994			220,060
Land		—		266,977			266,977
Building and improvements		5 - 25 years		727,965			727,965
Site costs		10 years		1,272,732			1,272,732
Crushing system		20 years		2,256,943			2,256,943
Process plant and equipment		10 years		3,169,442			3,166,280
Vehicles and mining equipment		5 - 10 years		695,825			682,373
				8,669,873			8,650,325
Less: accumulated depreciation				(1,509,507	)		(1,263,549	)
			$	7,160,366		$	7,386,776

For the three months ended March 31, 2013 and 2012, depreciation expense amounted to $245,958 and $241,794 respectively.

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MINERAL PROPERTIES

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

MINERAL PROPERTIES

NOTE 5 – MINERAL PROPERTIES

Relief Canyon Properties

The Relief Canyon properties are located in Pershing County about 100 miles northeast of Reno, Nevada and at the southern end of the Humboldt Range. The Relief Canyon properties do not currently have any mineral reserves and all activities undertaken and currently proposed are exploratory in nature.

Relief Canyon Mine

Through the Company’s wholly-owned subsidiary, Gold Acquisition, the Company owns 84 unpatented lode mining claims and 118 unpatented millsites at the Relief Canyon Mine property. The property includes the Relief Canyon Mine and gold processing facilities, currently in a care and maintenance status. The Relief Canyon Mine includes three open pit mines, heap leach pads comprised of six cells, two solution ponds and a cement block constructed adsorption desorption-recovery (ADR) solution processing circuit. The ADR type process plant consists of four carbon columns, acid wash system, stripping vessel, electrolytic cells, a furnace and a retort for the production of gold doré. The process facility was completed in 2008 by Firstgold Corp and produced gold until 2009 and is currently in a care and maintenance status. The facilities are generally in good condition.

Pershing Pass Property

The Pershing Pass Property is located to the south of the Relief Canyon Mine property and consists of 489 unpatented lode mining claims (30 of which were acquired in February 2012) covering approximately 9,700 acres. Silver Scott Mines, Inc. located the claims and was the sole owner of the Pershing Pass property prior to the Company’s purchase. There is evidence of historic mining activity on the Pershing Pass property. In April 2012 the Company purchased an additional 17 mining claims adjacent to the Pershing Pass Property.

Newmont Leased Properties

On April 5, 2012, the Company purchased from Victoria Gold Corp. and Victoria Resources (US) Inc. (“VRI”) their interest in approximately 13,300 acres of mining claims and private lands adjacent to the Company’s landholdings at the Relief Canyon Mine in Pershing County, Nevada. Approximately 8,900 acres of these properties are held under leases and subleases with Newmont USA Ltd., which the Company refers to as the Newmont Leased properties. Victoria Gold has reserved a 2% net smelter return royalty from the production on 221 of the 283 unpatented mining claims that it owned directly.

The Company has posted bonds with the United States Department of the Interior Bureau of Land Management (“BLM”) as required by the State of Nevada in an amount equal to the maximum cost to reclaim land disturbed in its mining process. The Company posted a reclamation bond deposit of approximately $4.6 million to provide surface reclamation coverage for the Relief Canyon Mine, as required by the BLM to secure remediation costs if the project is abandoned or closed. Due to its investment in the bond and the close monitoring of the BLM Nevada State Office, 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.

As of March 31, 2013, based on management’s review of the carrying value of mineral rights, management determined that there is no evidence that these acquired mineral rights will not be fully recovered and accordingly, the Company has determined that no adjustment to the carrying value of mineral rights was required.

As of the date of these consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and has incurred only acquisition and exploration costs.

Mineral properties consisted of the following:

	March 31, 2013		December 31, 2012
Relief Canyon Mine – Gold Acquisition	$	8,501,071	$	8,501,071
Relief Canyon Mine – Newmont Leased Properties		7,709,441		7,709,441
Pershing Pass Property		576,400		576,400
	$	16,786,912	$	16,786,912

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PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2013

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

	Estimated Life		March 31, 2013			December 31, 2012
Furniture and fixtures		5 years	$	56,995		$	56,995
Office and computer equipment		1 - 5 years		222,994			220,060
Land		—		266,977			266,977
Building and improvements		5 - 25 years		727,965			727,965
Site costs		10 years		1,272,732			1,272,732
Crushing system		20 years		2,256,943			2,256,943
Process plant and equipment		10 years		3,169,442			3,166,280
Vehicles and mining equipment		5 - 10 years		695,825			682,373
				8,669,873			8,650,325
Less: accumulated depreciation				(1,509,507	)		(1,263,549	)
			$	7,160,366		$	7,386,776

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STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 9 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized within the limitations and restrictions stated in the Amended and Restated Articles of Incorporation of the Company, to provide by resolution or resolutions for the issuance of 50,000,000 shares of Preferred Stock, par value $0.0001 per share in such series and with such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions as the Company’s Board of Directors establish.

Series A Convertible Preferred Stock

As of March 31, 2013, 2,250,000 shares of Series A Preferred Stock, $0.0001 par value were authorized with none issued and outstanding.

Series B Convertible Preferred Stock

As of March 31, 2013, 8,000,000 shares of Series B Preferred Stock, $0.0001 par value were authorized with none issued and outstanding.

Series C Convertible Preferred Stock

As of March 31, 2013, 3,284,396 shares of Series C Preferred Stock, $0.0001 par value were authorized with none issued and outstanding.

Series D Convertible Preferred Stock

As of March 31, 2013, there were 7,500,000 shares of Series D Preferred Stock authorized and none issued and outstanding.

Common Stock

On February 9, 2012, the Company issued 12,000,000 shares of restricted common stock to Stephen Alfers, the Company’s Chief Executive Officer, pursuant to his employment agreement. On February 8, 2013, the Company and Mr. Alfers amended his employment agreement, at the Company’s request, to extend the vesting of 6,000,000 shares of restricted stock until March 14, 2014. These shares originally would have vested on February 9, 2013.

On June 18, 2012, the Company granted 3,000,000 shares of restricted common stock to a director of the Company that were valued at fair market value on the date of grant at approximately $0.34 per share. These restricted shares vest one third at the end of each of the first three years following the date of issuance.

On June 18, 2012, the Company issued 5,000,000 shares of restricted common stock to Mr. Alfers. On February 8, 2013, the Company and Mr. Alfers amended, at the Company’s request, the related restricted stock agreement to extend the vesting schedule of the first one third of the shares until March 14, 2014. These shares would originally have vested on June 18, 2014.

On November 21, 2012, the Company issued 200,000 shares of restricted common stock to Eric Alexander, the Company’s Vice President of Finance and Controller. On February 8, 2013, the Company and Mr. Alexander amended, at the Company’s request, his restricted stock agreement to extend vesting of the first third of his grant until March 14, 2014. These shares originally would have vested on November 30, 2013.

On February 12, 2013, the Company granted an aggregate of 6,700,000 shares of restricted common stock to a director of the Company and certain employees and consultants of the Company, which were valued at fair market value on the date of grant at approximately $3,417,000 or $0.51 per share. These restricted shares vest one third at the end of each of the first three years from the date of issuance.

During the three months ended March 31, 2013, the Company recorded stock-based compensation expense in connection with restricted stock awards of $1,239,705. At March 31, 2013, there was a total of $6,140,167 unrecognized compensation expense in connection with restricted stock awards.

Common Stock Options

A summary of the stock options as of March 31, 2013 and changes during the period are presented below: 

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at December 31, 2010		35,298,000		$	0.46		9.11
Granted		150,000			0.44		3.00
Exercised		-			-		-
Forfeited		(150,000	)		0.60		7.18
Cancelled		-			-		-
Balance at March 31, 2013		35,298,000			0.46		8.84
Options exercisable at end of period		33,259,867		$	0.46
Options expected to vest through December 31, 2014		2,038,133
Weighted average fair value of options granted during the period				$	0.25

Stock options outstanding at March 31, 2013 as disclosed in the above table have approximately $2.7 million of intrinsic value at the end of the period.

On September 29, 2010, the Company’s Board of Directors and stockholders adopted the 2010 Stock Incentive Plan (the “2010 Plan”). Under the 2010 Plan, options may be granted which are intended to qualify as Incentive Stock Options under Section 422 of the Internal Revenue Code of 1986 (the "Code") or which are not intended to qualify as Incentive Stock Options thereunder. In addition, direct grants of stock or restricted stock may be awarded.  The 2010 Plan has reserved 2,800,000 shares of common stock for issuance, and there are currently outstanding options to purchase 2,800,000 shares of the Company’s common stock under the 2010 Plan.

On February 9, 2012, the holders of approximately 53% of the outstanding shares of the Company's common stock voted in favor of the adoption of the Company's 2012 Equity Incentive Plan (the " 2012 Plan").  The Board approved the 2012 Plan on February 9, 2012, which reserves 40,000,000 shares of common stock for issuance thereunder in the form of qualified incentive stock options, non-qualified stock options and restricted stock grants, issuable to the Company's officers, directors, employees and consultants. As of March 31, 2013, there are no remaining available stock-based awards for future issuances under the 2012 Plan.

On February 12, 2013, the Board approved the adoption of a 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and other types of stock-based awards to the Company’s employees, officers, directors and consultants.  Pursuant to the terms of the 2013 Plan, either the Board or a board committee is authorized to administer the plan, including by determining which eligible participants will receive awards, the number of shares of common stock subject to the awards and the terms and conditions of such awards. Up to 40 million shares of common stock are issuable pursuant to awards under the 2013 Plan. As of March 31, 2013, there were 33,300,000 remaining available stock-based awards for future issuances under the 2013 Plan.

In March 2013, the Company granted 150,000 3-year options to purchase shares of common stock exercisable at $0.44 per share to consultants of the Company pursuant to a consulting agreement for business advisory services. The stock options shall vest over three months. The 150,000 options were valued on the grant date at approximately $0.25 per option or a total of $38,058 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.44 per share, volatility of 92%, expected term of 3 years, no dividend yield and a risk free interest rate of 0.35%. 

In March 2013, the Company extended the exercise period of stock options to purchase 500,000 shares of common stock granted to the Company’s former Vice President of Finance and Administration and director on June 18, 2012. The exercise period was extended to December 31, 2013 from March 31, 2013. The Company valued the extension of the option period utilizing the Black-Scholes option pricing model using the following assumptions: estimated volatility of 92%, risk-free interest rate ranging from 0.14%, no dividend yield, and an expected life of 0.75 years, and recorded $35,079 as stock based compensation during the three months ended March 31, 2013.

During the three months ended March 31, 2013, 150,000 options were forfeited in accordance with the termination of employee and consultant relationships. During the three months ended March 31, 2013, the Company recorded stock based compensation expense of $120,352. At March 31, 2013, there was a total of $314,969 of unrecognized compensation expense related to this non-vested option-based compensation arrangements.

Common Stock Warrants

A summary of the status of the Company's outstanding stock warrants as of March 31, 2013 and changes during the period then ended is as follows:  

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at December 31, 2012		16,255,779	$	0.54	2.42
Granted		-		-	-
Cancelled		-		-	-
Forfeited		-		-	-
Exercised		-		-	-
Balance at March 31, 2013		16,255,779	$	0.54	2.17
Warrants exercisable at March 31, 2013		16,255,779	$	0.54	2.17
Weighted average fair value of warrants granted during the period			$	-

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NET LOSS PER COMMON SHARE

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

NET LOSS PER COMMON SHARE

NOTE 10 – NET LOSS PER COMMON SHARE

Net loss per common share is calculated in accordance with ASC Topic 260, “Earnings Per Share”. Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include anti-dilutive common stock equivalents in the weighted average shares outstanding. 

	For the Three months ended March 31, 2013		For the Three months ended March 31, 2012
Numerator:
Loss from continuing operations	$	(3,056,498)	$	(25,932,934)
Loss from discontinued operations	$	-	$	(50,174)
Denominator:
Denominator for basic and diluted loss per share
(weighted-average shares)		270,090,916		152,753,739
Loss per common share, basic and diluted:
Loss from continuing operations	$	(0.01)	$	(0.17)
Loss from discontinued operations	$	(0.00)	$	(0.00)

The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s loss from continuing operations and loss from discontinued operations. In periods where the Company has a net loss, all dilutive securities are excluded.

	March 31, 2013		March 31, 2012
Common stock equivalents:
Stock options		35,298,000		14,148,000
Stock warrants		16,255,779		39,653,142
Convertible preferred stock		-		26,775,326
		51,553,779		80,576,468

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NOTES PAYABLE

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 7 – NOTES PAYABLE

In August 2012, the Company issued a note payable amounting to $92,145 in connection with the acquisition of mining equipment. The note payable bears interest at approximately 7% per annum and is secured by a lien of the mining equipment. The note is payable in 48 equal monthly payments of $2,226 beginning in September 2012.

Notes payable – short and long term portion consisted of the following:

	March 31, 2013			December 31, 2012
Total notes payable	$	78,707		$	82,546
Less: current portion		(23,036	)		(23,036	)
Long term portion	$	55,671		$	59,510

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2013

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions.

Note payable - related party

In February 2011, Mr. Honig, a Director of the Company advanced $2,250,000 to the Company under a Credit Facility Agreement. Between August 2011 and December 2011, the Company paid a total of $1,688,250 to Mr. Honig. Additionally, between July 2012 and October 2012, a total of $75,500 was extinguished on a non-cash basis reducing the principal balance of the note to $486,250 as of March 31, 2013 and December 31, 2012. As of March 31, 2013 and December 31, 2012, accrued interest and fees on this note payable – related party amounted to $149,458 and $142,164, respectively.

Continental Resources Group, Inc.

In January 2013, the Company paid $15,066 for the payment of Continental’s other public company fees. The Company recorded such advances to additional paid in capital which represents distributions to the Company’s former parent company for a total of $15,066 and $611,589 at March 31, 2013 and December 31, 2012, respectively. 

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Operating Lease

In February 2012, the Company signed a three year lease agreement for office space located in Lakewood, Colorado containing approximately 2,390 net rentable square feet with a term commencing in March 2012 and expiring in April 2015. The lease requires the Company to pay an annual base rent of $18.50 per rentable square foot or $44,215 plus a pro rata share of operating expenses. The base rent is subject to annual increases beginning on May 1, 2013 as defined in the lease agreement. Future minimum rental payments required under the lease are as follows:

2013	$	37,742
2014		46,306
2015 and thereafter		11,651
	$	95,699

Rent expense was $11,054 for the three months ended March 31, 2013.

Litigation

Relief Gold

Relief Gold Group, Inc., v Sagebrush Gold Ltd, Gold Acquisition Corp., Barry C. Honig, and David S. Rector (12 civ 0952)

On February 7, 2012, the Company obtained a copy of a complaint filed in the United States District Court for the Southern District of New York (the “Complaint”) entitled Relief Gold Group, Inc., v Sagebrush Gold Ltd, Gold Acquisition Corp., Barry C. Honig, and David S. Rector (12 civ 0952). Relief Gold alleged various causes of action including breach of contract, intentional interference with contract, intentional interference with prospective business relationship/economic relations, misappropriation of trade secrets and unjust enrichment, related to the Company’s acquisition on August 30, 2011 of the assets of the Relief Canyon Mine pursuant to Chapter 11 of the Bankruptcy Code. Relief Gold sought money damages and to enjoin Sagebrush, Honig, Rector and GAC from exercising its rights and privileges gained or acquired as a result of any alleged unlawful conduct, including any management rights over GAC or the assets acquired by GAC as a result of the alleged wrongful conduct of the other defendants. Relief Gold further sought to disgorge the profits, benefits and any other advantages gained by reason of the alleged unlawful conduct. The Company served and filed its answer to the Complaint on May 24, 2012, in which it denied the material allegations and asserted a number of affirmative defenses.  On September 18, 2012, a stipulation and order to transfer the case to the Northern District of Nevada was filed and the case was transferred to said court. 

The Company disputed the allegations in the Complaint and defended the claims. On or about February 29, 2012, Gold Acquisition Corp. commenced an adversary proceeding in the United States Bankruptcy Court for the District of Nevada against FirstGold, Terence Lynch and Relief Gold Group, and moved, by order to show cause, for a preliminary injunction and temporary restraining order staying the prosecution of the above-referenced action pending in the Southern District. The motion for a preliminary injunction was denied on or about March 15, 2012. Relief Gold and Lynch filed a motion to dismiss and a hearing was set for May 2013.

Pursuant to the stipulation of all parties, this proceeding was dismissed with prejudice on April 17, 2013.

Gold Acquisition Corp., v FirstGold Corp. et al (Case No. 12-05013-GWZ)

On or about February 29, 2012, Gold Acquisition Corp. ("GAC") commenced an adversary proceeding in the United States Bankruptcy Court for the District of Nevada against FirstGold, Terence Lynch and Relief Gold Group, and moved, by order to show cause, for a preliminary injunction and temporary restraining order staying the prosecution of the above-referenced action pending in the Southern District. The motion for a preliminary injunction was denied on or about March 15, 2012. Firstgold filed a motion to dismiss the complaint on April 23, 2012. On June 27, 2012, the Court ordered a "stand still" of this litigation, effectively staying any further action, until December 12, 2012, extended until the hearing on the Adversary Complaint Defendants’ Motion to Dismiss scheduled for May 2013.

GAC also filed a Motion for Order to Show Cause in Firstgold’s main bankruptcy action Case No. 10-50215-GWZ requesting that the court require Firstgold to complete documentation for conveyance of property. That motion was granted on or about February 28, 2012.

Pursuant to the stipulation of all parties, this proceeding was dismissed with prejudice on April 30, 2013.

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STOCKHOLDERS' EQUITY - Schedule of Summary of the status of outstanding stock warrants (Details) (USD $)	3 Months Ended
	Mar. 31, 2013
Number of Warrants
Granted
Cancelled
Forfeited
Exercised
Ending Balance at March 31, 2013	16,225,779
Weighted Average Exercise Price
Ending Balance at March 31, 2013	0.54
Warrants exercisable at March 31, 2013	0.54
Weighted Average Remaining Contractual Life (Years)
Beginning Balance at December 31, 2012	2 years 5 months 1 day
Ending Balance at March 31, 2013	2 years 2 months 1 day
Warrants exercisable at March 31, 2013	2 years 2 months 1 day

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MARKETABLE SECURITIES (Tables)

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Schedule of Marketable Securities

	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Realized Gain from Sale of Securities		Fair Value
Marketable securities – available for sale		—		—		—		451,333		—
Total	$	—	$	—	$	—	$	451,333	$	—

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COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Schedule Rental Payments

2013	$	37,742
2014		46,306
2015 and thereafter		11,651
	$	95,699

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COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $)	1 Months Ended	3 Months Ended
	Feb. 29, 2012	Mar. 31, 2013
Commitments and Contingencies Disclosure [Abstract]
Annual base rent	$ 44,215
Rent Expense		$ 11,054

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	3 Months Ended		19 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Dec. 31, 2012
Accounting Policies [Abstract]
Non-Controlling Interest in Subsidiary	$ 0		$ 0
Cash insured by the FDIC	250,000		250,000
Prepaid expenses - current portion	306,363		306,363	502,837
Exploration cost	$ 415,472	$ 1,289,899	$ 7,436,495

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Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended		19 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to Pershing Gold Corporation	$ (3,056,498)	$ (25,982,502)	$ (63,950,847)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	245,958	241,794	1,564,534
Bad debts		13,333	513,333
Bad debts in connection with discontinued operations		61,050	65,300
Amortization of debt discounts and deferred financing cost		8,100,450	12,049,972
Amortization of prepaid expense in connection with the issuance of common stock issued for prepaid services			116,669
Loss from extinguishment of debts		4,769,776	4,769,776
Change in fair value of derivative liability		1,454,889	(5,447,917)
Interest expense in connection with the note modification		(3,022,186)	(3,022,186)
Interest expense in connection with the conversion of notes payable			230,192
Interest expense in connection with the cancellation of debt and assignment of shares agreement			61,500
Gain from disposal of discontinued operations			(1,134,448)
Loss from disposal of assets		9,434	192,759
Non-controlling interest		(606)	172,348
Realized gain - available for sale securities	(451,333)	(323,000)	(1,941,933)
Realized gain - trading securities		(19,702)	(19,702)
Gain from sale of subsidiary			(500,000)
Share of loss of equity method investee			83,333
Common stock issued and included in settlement expense			9,644,696
Stock-based compensation	1,395,136	6,370,065	23,541,572
Gain from sale of uranium assets pursuant to an option agreement		(930,000)	(930,000)
Changes in operating assets and liabilities:
Restricted cash - current portion			(1,320,817)
Other receivables	77,364	99,908	86,575
Prepaid expenses - current portion and other current assets	196,474	70,845	1,955,205
Assets of discontinued operations - current portion			141,378
Prepaid expenses - long-term portion		2,492	41,912
Restricted cash - long-term portion			500,000
Deposits		(8,884)	(95,788)
Assets of discontinued operations - long term portion			(40,556)
Accounts payable and accrued expenses	43,944	88,451	422,571
Liabilities of discontinued operation		(21,622)	28,730
NET CASH USED IN OPERATING ACTIVITIES	(1,548,955)	(2,981,643)	(13,454,721)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of mining rights		(550,000)	(2,576,400)
Payments received on notes receivable		930,000	1,430,000
Increase in reclamation bond deposits			(1,715,629)
Net proceeds received from the sale of marketable securities	451,333	323,000	2,061,635
Proceeds from disposal of assets		70,875	207,505
Purchase of property and equipment	(19,548)	(178,493)	(422,281)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	431,785	595,382	(1,015,170)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net of issuance cost		847,500	12,609,866
Proceeds from sale of preferred stock		1,000,000	4,284,396
Proceeds from note payable		500,000	500,000
Proceeds from convertible promissory notes			1,715,604
Payments on notes payable	(3,839)	(1,039,771)	(3,419,931)
Advances to former parent company			48,745
Distribution to former parent company	(15,066)		(108,706)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	(18,905)	1,307,729	15,629,974
EFFECT OF EXCHANGE RATE ON CASH			1,649
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(1,136,075)	(1,078,532)	1,161,732
CASH AND CASH EQUIVALENTS- beginning of period	3,218,191	3,670,567	920,384
CASH AND CASH EQUIVALENTS- end of period	2,082,116	2,592,035	2,082,116
Cash paid for:
Interest	1,413	71,817	531,537
Income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for payment of notes payable and accrued interest		8,315,258	9,323,005
Issuance of common stock in connection with the conversion of a promissory note into a current private placement			611,750
Issuance of additional notes payable upon assignment of debt		294,285	294,285
Beneficial conversion feature and debt discount in connection with the issuance of convertible promissory notes		168,163	1,883,767
Preferred stock deemed dividend		1,616,777	4,901,173
Issuance of common stock for payment of Continental's accrued legal fees		170,614	170,614
Issuance of common stock for payment of accrued dividend		3,601	3,601
Reclassification of derivative liability to equity		7,750,289	7,750,289
Issuance of a note receivable upon sale of subsidiary			500,000
Issuance of a note receivable in connection with sale of uranium assets pursuant to an option agreement		1,000,000	930,000
Common stock and warrants issued for acquisition of mining rights			5,709,441
Distribution to former parent company			517,949
Cancellation of debt in connection with the assignment of shares			42,000
Issuance of a note payable for purchase of mining equipment			92,145
Cancellation of debt in connection with an assignment agreement			$ 33,500

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MARKETABLE SECURITIES

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

MARKETABLE SECURITIES

NOTE 4 – MARKETABLE SECURITIES

Marketable securities at March 31, 2013 consisted of the following:

	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Realized Gain from Sale of Securities		Fair Value
Marketable securities – available for sale		—		—		—		451,333		—
Total	$	—	$	—	$	—	$	451,333	$	—

In January 2013, the Company sold the remaining 1,513,333 shares of Amicor’s common stock it owned in a private transaction and generated net proceeds of $151,333. In February 2013, the Company sold 3,000,000 shares of Valor Gold’s common stock under a private transaction and generated net proceeds of $300,000. Consequently, the Company has recorded a realized gain – available for sale securities of $451,333 during the three months ended March 31, 2013.

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DISCONTINUED OPERATIONS (Tables)

3 Months Ended

Mar. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

Discontinued operations of the Company's sports and entertainment business

	March 31, 2013		March 31, 2012
Revenues	$	-	$	-
Cost of sales		-		-
Gross profit (loss)		-		-
Operating and other non-operating expenses		-		(50,174	)
Loss from discontinued operations		-		(50,174	)
Gain from sale of sports and entertainment business		-		-
Loss from discontinued operations	$	-	$	(50,174	)

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COMMITMENTS AND CONTINGENCIES - Schedule of Rental Payments (Details) (USD $)	Mar. 31, 2013
Commitments and Contingencies Disclosure [Abstract]
2013	$ 37,742
2014	46,306
2015 and thereafter	11,651
Total	$ 95,699

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation and principle of consolidation

The condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and present the condensed consolidated financial statements of the Company as of March 31, 2013. All intercompany transactions and balances have been eliminated and net earnings are reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests. Prior periods have been restated in the Company’s consolidated financial statements and related footnotes to conform to this presentation and all transactions relating to the sports and entertainment business are included in discontinued operations. All adjustments (consisting of normal recurring items) necessary to present fairly the Company's financial position as of March 31, 2013, and the results of operations and cash flows for the three months ended March 31, 2013 have been included. The results of operations for the three months ended March 31, 2013 are not necessarily indicative of the results to be expected for the full year. The accounting policies and procedures employed in the preparation of these condensed consolidated financial statements have been derived from the audited financial statements of the Company for the period ended December 31, 2012, which are contained in the Company’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on April 1, 2013. The consolidated balance sheet as of December 31, 2012 was derived from those financial statements.

Exploration stage company

Exploration stage company

On September 1, 2011, the Company exited the sports and entertainment business and sold its Empire subsidiary. The Company is engaged in gold and precious metals exploration. The Company has been in the exploration stage since September 1, 2011 and has not yet realized any revenues from its planned operations. The Company is an exploration stage company as defined in Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) ASC 915 “Development Stage Entities”.

Use of estimates

Use of estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, allowance for bad debts, the useful life of property and equipment, the assumptions used to calculate fair value of options granted and derivative liability, beneficial conversion on convertible notes payable, capitalized mineral rights, asset valuations, common stock issued for services, common stock issued for conversion of notes and common stock issued in connection with an acquisition.

Non-controlling interests in consolidated financial statements

Non-controlling interests in consolidated financial statements

In December 2007, ASC 810-10-65, “Non-controlling Interests in Consolidated Financial Statements” clarified that a non-controlling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and non-controlling interest, with disclosure on the face of the consolidated income statement of the amounts attributed to the parent and to the non-controlling interest. In accordance with ASC 810-10-45-21, those losses attributable to the parent and the non-controlling interest in subsidiary may exceed their interests in the subsidiary’s equity. The excess and any further losses attributable to the parent and the non-controlling interest shall be attributed to those interests even if that attribution results in a deficit non-controlling interest balance.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s accounts at this institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. At March 31, 2013, the Company had bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.

Marketable securities

Marketable securities

Marketable securities consist of the Company’s investment in publicly traded equity securities and are generally restricted for sale under Federal securities laws. The Company’s policy is to liquidate securities received when market conditions are favorable for sale. Since these securities are often restricted, the Company is unable to liquidate them until the restriction is removed. Marketable securities that are bought and held principally for the purpose of selling them in the near term are to be classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Pursuant to ASC Topic 320, “Investments – Debt and Equity Securities,” the Company’s marketable securities have a readily determinable and active quoted price, such as from NASDAQ, NYSE Euronext, the Over the Counter Bulletin Board, and the OTC Markets Group.

Trading securities are carried at fair value, with changes in unrealized holding gains and losses included in income and classified within interest and other income, net, in the accompanying consolidated statements of operations.

Available for sale securities are carried at fair value, with changes in unrealized gains or losses are recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale are reflected in the net income (loss) for the period in which the security was liquidated.

Fair value of financial instruments

Fair value of financial instruments 

The Company adopted ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company analyzes all financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Depending on the product and the terms of the transaction, the fair value of notes payable and derivative liabilities were modeled using a series of techniques, including closed-form analytic formula, such as the Black-Scholes option-pricing model.

The Company classifies the investments in marketable securities available for sale as Level 3, adjusted for the effect of restriction. The securities are restricted and cannot be readily resold by the Company absent a registration of the sale of those securities under the Securities Act of 1933 as amended (the “Securities Act”) or the availability of an exemption from the registration. Unrealized gains or losses on marketable securities available for sale are recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale are reflected in net income for the period in which the security was liquidated. At the end of each period, the Company evaluates the carrying value of the marketable securities for a decrease in value. The Company evaluates the company underlying these marketable securities to determine whether a decline in fair value below the amortized cost basis is other than temporary. If the decline in fair value is judged to be “other- than- temporary”, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is charged to earnings.

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their estimated fair market value based on the short-term maturity of these instruments. The carrying amount of the notes payable at March 31, 2013 approximate their respective fair value based on the Company’s incremental borrowing rate.

Prepaid expenses

Prepaid expenses

Prepaid expenses – current portion of $306,363 and $502,837 at March 31, 2013 and December 31, 2012, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses include prepayments (in cash and common stock) of public relation services, consulting and business advisory services, and prepaid insurance and mineral lease which are being amortized over the terms of their respective agreements.

Mineral property acquisition and exploration costs

Mineral property acquisition and exploration costs

Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production method over the estimated life of the proven and probable reserves. If in the future the Company has capitalized mineral properties, these properties will be periodically assessed for impairment. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed. During the three months ended March 31, 2013 and 2012, the Company incurred exploration cost of $415,472 and $1,289,899, respectively.

ASC 930-805, “Extractive Activities-Mining: Business Combinations”, states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 805. ASC 805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims.

ASC 930-805-30-1 and 30-2 provides that in fair valuing mineral assets, an acquirer should take into account both:

• The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets.

• The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants.

Property and equipment

Property and equipment

Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally one to twenty five years.

Impairment of long-lived assets

Impairment of long-lived assets

The Company accounts for the impairment or disposal of long-lived assets according to the ASC 360 “Property, Plant and Equipment”. The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of long-lived assets, including mineral rights, may not be recoverable. Long-lived assets in the exploration stage are monitored for impairment based on factors such as the Company's continued right to explore the area, exploration reports, assays, technical reports, drill results and the Company's continued plans to fund exploration programs on the property, and whether sufficient work has been performed to indicate that the carrying amount of the mineral property cost carried forward as an asset will not be fully recovered, even though a viable mine has been discovered. The tests for long-lived assets in the exploration stage would be monitored for impairment based on factors such as current market value of the long-lived assets and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The Company did not consider it necessary to record any impairment charges of its long-lived assets at March 31, 2013 and December 31, 2012, respectively.

Goodwill and other intangible assets

Goodwill and other intangible assets

In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following:

1.	Significant underperformance relative to expected historical or projected future operating results;
2.	Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and
3.	Significant negative industry or economic trends.

When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company did not have any intangible assets as of March 31, 2013 and December 31, 2012.

Income Taxes

Income Taxes

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provision of the ASC 740-10 related to Accounting for Uncertain Income Tax Position. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is most likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open.  The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed.

Stock-based compensation

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation – Stock Compensation”, which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

Recent accounting pronouncements

Recent accounting pronouncements

Updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries, are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.