UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended ~~September~~March 3031, ~~2014~~ 2015

Commission File Number 000-32629

PACIFIC GOLD CORP.

(Exact name of registrant as specified in charter)

Nevada

98-0408708

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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

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

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

As of ~~January~~December 215, ~~2015~~2016, the Company had outstanding 34,~~644~~269,909,409 shares of its common stock, par value $0.0000000001.

TABLE OF CONTENTS

ITEM NUMBER AND CAPTION		PAGE
PART I
ITEM 1. Consolidated Financial Statements		3
ITEM 1. Condensed Consolidated Financial Statements		3
ITEM 2. Management’s Discussion and Analysis of Financial Condition And Results of Operations		2012
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		2214
ITEM 4. Controls and Procedures		2314
PART II
ITEM 1. Legal Proceedings		2416
ITEM 1A Risk Factors		2416
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		2416
ITEM 3. Defaults Upon Senior Securities		2416
ITEM 4. Mine Safety Disclosures.		2416
ITEM 5. Other Information		2516
ITEM 6. Exhibits		2516

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

Pacific Gold Corp.

Consolidated Balance Sheets (Unaudited)

	September 30,			December 31,
				March 31		December 31,
	2014			2013
				2015		2014
ASSETS
~~Current Assets:~~	Current Assets:
~~Cash and Cash Equivalents~~	$	~~257~~Cash and Cash Equivalents		$ 10,262	~~2,020~~	$ 52,018
Prepaid Expenses		-			4,709
			Total Current Assets	10,262		52,018
Amounts Receivable for Assets Sale		3,432			-
	Mineral Rights, Plant and Equipment
Total Current Assets		3,689			6,729
		Plant and Equipment, net		93,869		128,338
Mineral Rights, Plant and Equipment
		Water Rights and Wells		90,000		90,000
Mineral rights, net		629,285			544,715
		Land		13,670		13,670
Plant and Equipment, net		154,574			234,710
			Total Mineral Rights, Plant and Equipment, net	197,539		232,008
Water Rights and Wells		90,000			90,000
	Other Assets:
Land		13,670			13,670
		Reclamation Bond		197,938		197,938
Total Mineral Rights, Plant and Equipment, net		887,529			883,095
			Total Other Assets	197,938		197,938
Intangibles
			TOTAL ASSETS	$ 405,739		$ 481,964
Total Intangibles, net		10,073			8,417
LIABILITIES AND STOCKHOLDERS' DEFICIT
Other Assets:
	Current Liabilities:
Amounts Receivable for Assets Sale		-			830,233
		Accounts Payable		$ 877,797		$ 890,240
Reclamation Bond		197,938			197,938
		Accrued Expenses		267,512		238,252
Total Other Assets		197,938			1,028,171
		Deferred Rent		15,000		-
TOTAL ASSETS	$	1,099,229		$	1,926,412
			Total Current Liabilities	1,160,309		1,128,492
LIABILITIES AND STOCKHOLDERS' DEFICIT
	Long Term Liabilities:
Current Liabilities:
		Accrued Interest - Promissory Notes		20,460		13,584
Accounts Payable	$	909,392		$	899,849
		Convertible Promissory Notes, long - term portion		265,000		265,000
Accrued Expenses		200,472			333,281
		Accrued Interest - Related Party Notes Payable		103,500		113,263
Accrued Interest - Convertible Note		-			13,023
		Convertible Related Party Notes Payable - long - term portion, net of discount		1,360,250		1,179,500
Convertible Notes, Net		-			86,782
		Total Liabilities		2,909,519		2,699,839
Derivative Liability		-			350,832
	Stockholders' Deficit:
Accrued Interest - Promissory Notes, short - term portion		-			36,888
		Preferred Stock - $0.001 par value; 5,000,000 shares authorized,
Promissory Notes, short - term portion		-			223,500
			300,000 shares issued and outstanding at March 31, 2015 and December 31, 2014	300		300
Accrued Interest - Related Party Notes Payable		-			293,082
		Common Stock - $0.0000000001 par value; 10,000,000,000 shares authorized,
Related Party Notes Payable		-			2,098,680
			4,269,909,409 and 3,644,909,409 shares issued and outstanding
Total Current Liabilities		1,109,864			4,335,917
			at March 31, 2015 and December 31, 2014, respectively	-		-
Long Term Liabilities:
		Additional Paid-in Capital		44,618,725		44,556,225
Accrued Interest - Promissory Notes		6,708			-
		Non - Controlling Interests		-		-
Promissory Notes, long - term portion		265,000			-
		Accumulated Deficit		(47,122,805)		(46,774,400)
Accrued Interest - Related Party Notes Payable		58,209			-
			Total Stockholders' Deficit	(2,503,780)		(2,217,875)
Related Party Notes Payable - long - term portion		2,375,000			-
			TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 405,739		$ 481,964
Total Liabilities		3,814,781			4,335,917
Stockholders' Deficit:
Preferred Stock - $0.001 par value; 5,000,000 shares authorized, 300,000 shares outstanding at September 30, 2014 and December 31, 2013		300			300
Common Stock - $0.0000000001 par value; 10,000,000,000 shares authorized, 3,294,909,409 and 145,844,832 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively		-			-
Additional Paid-in Capital		43,222,999			42,174,767
Non - Controlling Interests		(21,705)			(12,816)
Accumulated Deficit		(45,917,146)			(44,571,756)
Total Stockholders' Deficit		(2,715,552)			(2,409,505)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,099,229		$	1,926,412

See accompanying notes to the consolidated financial statements

Pacific Gold Corp.

Consolidated Statements of Operations (Unaudited)

	~~Three Months Ended~~			Three Months Ended			~~Nine Months Ended~~
	September 30,			September 30,			September 30,		September 30,
				March 31		March 31
	2014			2013			2014		2013
				2015		2014
Revenue:
~~Total Revenue~~	$Total Revenue	-	$	$-	-$	-	$	-	$	-
Production Costs
Production Costs		-						-		-
	Depreciation			25,286		26,616
Depreciation		26,678			39,422			79,941		118,267
	Gross Margin			(25,286)		(26,616)
Gross Margin		(26,678)			(39,422)			(79,941)		(118,267)
Operating Expenses:
Operating Expenses:
	General and Administrative			111,940		245,560
General and Administrative		147,963			267,239			530,376		647,033
	Total Operating Expenses			111,940		245,560
Inventory Write Down		-						-		-
	Loss from Operations			(137,226)		(272,176)
Total Operating Expenses		147,963			267,239			530,376		647,033
Other Income (Expenses)
Loss from Operations		(174,641)			(306,661)			(610,317)		(765,300)
	Gain (Loss) on Extinguishment of Debt			-		3,179
Other Income (Expenses)
	Change in Fair Value of Derivative Liability			-		138,189
Gain (Loss) on Extinguishment of Debt		-			82,729			32,194		194,405
	Sub Lease Rents			5,000		40,000
Foreign Exchange Gain (Loss)		2,017			(949)			2,198		1,484
	Imputed Interest Income			-		8,201
Amortization of Debt Discount		(77,333)			(100,823)			(282,262)		(598,338)
	Foreign Exchange Gain (Loss)			1,118		1,611
Bad Debt Expense		(5,783)			-			(250,000)		-
	Gain (Loss) on Sale of Equipment			(1,433)		-
~~Interest Expense~~	Interest Expense	~~(118,091)~~		(59,613)	~~(70,533)~~	(126,698)		~~(386,594)~~		~~(626,454)~~
Imputed Interest Income		5,783			19,767			19,767		19,767
	Amortization of Debt Discount			(156,250)		(88,446)
Sub Lease Rents		-			-			40,000		-
Total Other Income (Expenses)				(211,178)		(23,964)
Other Income		-			1,165			-		1,165
	Net Loss Before Non Controlling Interests			(348,404)		(296,140)
Gain (Loss) on Sale of Equipment		5,394			-			5,394		-
	Less: Loss Attributable to Non - Controlling Interests			-		(5,437)
Gain (Loss) on Sale of Assets		-			940,879			-		940,879
	Net Loss		$	(348,404)	$	(290,703)
Change in Fair Value of Derivative Liability		-			217,963			72,841		876,237
Basic and Diluted Loss per Share			$	(0.0001)	$	(0.0007)
Total Other Income (Expenses)		(188,013)			1,090,198			(746,462)		809,145
Weighted Average Shares Outstanding:
Net Loss Before Non Controlling Interests		(362,654)			783,537			(1,356,779)		43,845
		Basic and Diluted		4,212,687,186		393,850,509
Less: Loss Attributable to Non - Controlling Interests		(1,119)			(5,663)			(8,889)		(9,091)
Net Loss		(361,535)			789,200			(1,347,890)		52,936
Basic and Diluted Loss per Share	$	(0.00013)		$	0.03319		$	(0.00095)	$	0.00355
Weighted Average Shares Outstanding:
Basic and Diluted		2,740,483,282			23,775,807			1,427,014,935		14,902,570

See accompanying notes to the consolidated financial statements

Pacific Gold Corp.

Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended
						Three Months Ended
	September 30, 2014			September 30, 2013
						March 31, 2015		March 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
~~Net Income (Loss)~~	$	Net Income (~~1,347,890~~Loss)		$	~~52,936~~$	(348,404)	$	(290,703)
~~Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities~~		Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
~~Depreciation and Depletion~~		~~79,942~~	Depreciation and Depletion		~~118,267~~	25,286		26,616
~~Loss Attributable to Non - Controlling Interests~~		~~(8,889)~~	Loss Attributable to Non - Controlling Interests		~~(9,091)~~	-		(5,437)
~~Imputed Interest Income~~		~~(19,767)~~	Imputed Interest Income		~~(19,767)~~	-		(8,201)
Bad Debt Expense		250,000			-
			Non-cash Portion of Interest on Convertible Debt			-		65,575
Non-Cash Portion of Interest on Convertible Debt		214,248			417,775
			(Gain) Loss on Sales of Assets			1,433		-
(Gain) Loss on Sales of Assets		(5,394)			(940,879)
			(Gain) Loss on Extinguishment of Debt			-		(3,179)
(Gain) Loss on Extinguishment of Debt		(32,194)			(194,185)
			Deferred Rent			15,000
~~Amortization of Debt Discount~~		~~282,262~~	Amortization of Debt Discount		~~598,338~~	156,250		88,446
~~Change in Fair Value of Derivative Liability~~		~~(72,841)~~	Change in Fair Value of Derivative Liability		~~(876,237)~~	-		(138,189)
~~Changes in:~~			Changes in:
Amounts Receivable on Assets Sale		(3,432)
				Prepaid Expenses		-		249
Prepaid Expenses		4,709			5,320
				Accounts Payable		(12,443)		9,218
Accounts Payable		34,124			(8,430)
				Accrued Expenses		29,260		6,397
Accrued Expenses		(132,809)			65,222
				Accrued Interest		59,613		60,948
Accrued Interest		172,171			205,344
		NET CASH USED IN OPERATING ACTIVITIES				(74,005)		(188,260)
NET CASH USED IN OPERATING ACTIVITIES		(585,760)			(585,387)
CASH FLOWS FROM INVESTING ACTIVITIES:
CASH FLOWS FROM INVESTING ACTIVITIES:
		Purchases and Development of Property Plant, Equipment and Mineral Rights				-		(13,000)
Purchases and Development of Property Plant, Equipment and Mineral Rights		(84,570)			(87,640)
		Net Change in Deposits				-		(50,000)
~~Proceeds from Sale of Assets~~		~~606,432~~Proceeds from Sale of Assets			~~350,000~~	7,750		600,000
NET CASH USED IN INVESTING ACTIVITIES		521,862			262,360
		NET CASH PROVDIDED BY INVESTING ACTIVITIES				7,750		537,000
CASH FLOWS FROM FINANCING ACTIVITIES:
~~Payments on Related Party Notes Payable~~		~~(181,500)~~Payments on Related Party Notes Payable			~~(13,000)~~	(12,500)		(139,500)
~~Proceeds from Related Party Notes Payable~~		~~160,835~~Proceeds from Related Party Notes Payable			~~50,000~~	37,000		6,000
~~Proceeds from Promissory Notes~~		~~115,000~~Proceeds from Promissory Notes			~~361,500~~	-		95,000
Payment on Convertible Notes		(32,200)			(81,847)
		NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES				24,500		(38,500)
NET CASH PROVIDED BY FINANCING ACTIVITIES		62,135			316,653
		NET CHANGE IN CASH AND CASH EQUIVALENTS				(41,755)		310,240
NET CHANGE IN CASH AND CASH EQUIVALENTS		(1,763)			(6,374)
		CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD				52,018		2,020
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		2,020			12,198
		CASH AND CASH EQUIVALENTS AT END OF PERIOD			$	10,262	$	312,260
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	257		$	5,824
		Non-cash financing and investing activities:
Cash paid during the year for:
			Change in and accelerated amortization of derivative liability on conversions		$	-	$	248,087
Interest	$	-		$	-
			Conversion of Notes Payable into Common Stock		$	-	$	128,605
Income Taxes	$	-		$	-
			Assignment of Portion of Promissory Note to Convertible Note		$	-	$	100,000
Non-cash financing and investing activities:
			Conversion of Accrued Interest into Common Stock		$	62,500	$	6,969
Assignment of Portion of Promissory Note to Convertible Note	$	120,000		$	365,000
Assignment of Portion of Related Party Notes to Convertible Note	$	90,000		$	-
Conversion of Notes Payable into Common Stock	$	336,844		$	11,167,292
Change in and accelerated amortization of derivative liability on conversions	$	702,239		$	-
Conversion of Accrued Interest into Common Stock	$	9,150		$	48,562
Subsidiary Shares Issued for Purchase of Intangibles	$	2,500		$	-
Amounts Receivable for Assets Sale	$	-		$	790,698
Accrued Interest added to Note Principal	$	433,484		$	-
Deemed Dividend related to Conversion of Debt to Preferred Shares	$	-		$	300,000

See accompanying notes to the consolidated financial statements

Pacific Gold Corp.

NOTES TO ~~CONSOLIDATED~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~September~~March 3031, ~~2014~~2015

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

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

Basis of Presentation

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

~~Principle~~These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and footnotes as of and ~~Consolidation~~for the year ended December 31, 2014, which were filed with the Company’s annual report Form 10-K on January 28, 2016. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of results that may be expected for the year ending December 31, 2015 or for any other interim period.

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

~~Reclassification~~The consolidated financial statements include all of ~~Accounts~~the accounts of Pacific Gold Corp., its wholly-owned subsidiaries, Nevada Rae Gold, Inc., and Fernley Gold, Inc. All significant inter-company accounts and transactions have been eliminated.

~~Certain~~Reclassification of ~~accounts in the prior period have been reclassified to conform to the current year presentation.~~Accounts

~~Significant~~Certain accounts ~~Accounting~~in ~~Principles~~the prior period have been reclassified to conform to the current year presentation.

~~Use~~Significant Accounting ~~of Estimates and Assumptions~~Principles

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

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

~~The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At September 30, 2014,~~ Cash and ~~December~~Cash ~~31, 2013, cash includes cash on hand and cash in the bank.~~Equivalents

~~Revenue~~The Company ~~Recognition~~considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At March 31, 2015 and December 31, 2014, cash includes cash on hand and cash in the bank.

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

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

The allowance for doubtful accounts is maintained at a level sufficient to provide for estimated credit losses based on evaluating known and inherent risks in the receivables portfolio. Management evaluates various factors including expected losses and economic conditions to predict the estimated realization on outstanding receivables. As of September 30, 2014 and December 31, 2013, allowance for bad debt was $250,000, and $0, respectively.6

6Property and Equipment

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

Inventories are stated at the lower of average cost or net realizable value. Costs included are limited to those directly related to mining. There were no inventories as of September 30, 2014 or December 31, 2013.Mineral Rights

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

~~Property~~Capitalized development costs and ~~equipment~~production facilities are ~~valued~~depleted atusing ~~cost. Additions~~the units-of-production ~~are~~method ~~capitalized~~based ~~and~~on ~~maintenance~~the ~~and~~estimated ~~repairs~~gold ~~are~~which ~~charged~~can tobe ~~expense~~recovered from asthe ~~incurred~~ore reserves processed. There ~~Gains~~has ~~and~~been ~~losses~~no onchange ~~dispositions~~to the estimate of ~~equipment~~proven ~~are~~and ~~reflected~~probable ~~in operations~~reserves. ~~Depreciation~~ isLease ~~provided~~development ~~using~~costs ~~the~~for ~~straight~~non-~~line~~producing properties ~~method~~are amortized over ~~the~~their ~~estimated~~remaining ~~useful~~lease ~~lives~~term ofif ~~the~~limited. Maintenance ~~assets,~~and ~~which~~repairs are 2charged to 10expense ~~years~~as incurred.

~~Mineral~~As per ~~Rights~~Industry Guide 7, there are no proven or probable reserves.

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

~~Capitalized~~The Company ~~development~~reviews ~~costs~~the ~~and~~carrying ~~production~~value ~~facilities~~of ~~are~~its ~~depleted~~long-lived ~~using~~assets annually or whenever events or changes in circumstances indicate that the ~~units~~historical cost-carrying value of~~-production~~ ~~method~~an ~~based~~asset onmay no longer be appropriate. Pacific Gold assesses recoverability of the ~~estimated~~carrying ~~gold~~value of the asset by estimating the undiscounted future net cash flows, which ~~can~~depend beon estimates of metals to be recovered from ~~the~~proven and probable ore reserves, ~~processed~~and also identified resources beyond proven and probable reserves, future production costs and future metals prices over the estimated remaining mine life. ~~There~~If ~~has~~undiscounted ~~been~~cash noflows are ~~change~~less tothan the ~~estimate~~carrying value of ~~proven~~a ~~and~~property, ~~probable~~an ~~reserves.~~impairment ~~Lease~~loss ~~development~~is recognized ~~costs~~based ~~for~~upon ~~non-producing~~the ~~properties~~estimated ~~are~~expected ~~amortized~~future ~~over~~net ~~their~~cash ~~remaining~~flows ~~lease~~from ~~term~~the property ifdiscounted ~~limited~~at an interest rate commensurate with the risk involved. ~~Maintenance~~ If ~~and~~the ~~repairs~~future net cash flows are ~~charged~~less than the carrying value of the asset, an impairment loss is recorded equal to ~~expense~~the asdifference ~~incurred~~between the asset’s carrying value and fair value.

AsThe fair ~~per~~value ~~Industry~~of ~~Guide~~an 7asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The present value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset. For Pacific Gold, weasset ~~have~~retirement obligations noprimarily ~~proven~~relate orto ~~probable~~the ~~reserves~~abandonment of ore-producing property and facilities.

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

~~The~~Where estimates ~~company follows the provisions~~ of ~~ASC~~future ~~350-30,~~net ~~Intangibles~~operating ~~Other Than Goodwill, and ASC 805-50-30-30-1 Acquisition of Assets Rather than a business. Intangible assets acquisitions in which the consideration given is~~ cash flows are ~~measured~~not byavailable ~~the~~and ~~amount~~where ofother conditions ~~cash~~suggest ~~paid.~~impairment, If the ~~consideration~~Company ~~given~~assesses isif ~~not~~carrying invalue ~~the~~can ~~form of cash, measurement is based on either the cost which shall~~ be recovered ~~measured~~from ~~based~~net oncash ~~the~~flows ~~fair~~generated ~~value~~by of the ~~consideration~~sale ~~given or the fair value~~ of the ~~assets~~asset (or ~~net assets) acquired, whichever is more clearly evident and, thus more reliably measureable~~other means.

~~Impairment of Long-Lived Assets~~Income Taxes

~~The~~In accordance ~~Company~~with ~~reviews~~Accounting ~~the~~Standards ~~carrying~~Codification ~~value~~(“ASC”) ofTopic ~~its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate.~~ 740, Income Taxes, Pacific Gold ~~assesses~~recognizes ~~recoverability~~deferred oftax ~~the~~assets ~~carrying~~and ~~value~~liabilities based ofon ~~the~~differences ~~asset~~between ~~by estimating~~ the ~~undiscounted~~financial ~~future~~reporting ~~net~~and ~~cash~~tax ~~flows,~~bases ~~which depend on estimates~~ of ~~metals to be recovered from proven~~ assets and ~~probable~~liabilities ~~ore~~using ~~reserves,~~the ~~and~~enacted ~~also~~tax ~~identified~~rates ~~resources beyond proven~~ and ~~probable~~laws ~~reserves,~~that ~~future production costs and future metals prices over the estimated remaining mine life. If undiscounted cash flows~~ are ~~less than the carrying value of a property, an impairment loss is recognized based upon the estimated~~ expected ~~future~~to ~~net~~be ~~cash~~in effect ~~flows~~when ~~from~~ the ~~property~~differences ~~discounted at an interest rate commensurate with the risk involved. If the future net cash flows~~ are ~~less~~expected ~~than the carrying value of the asset, an impairment loss is recorded equal~~ to ~~the~~be ~~difference between the asset’s carrying value and fair value~~recovered.

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

WeThe basic ~~review~~net ~~the~~loss ~~carrying~~per ~~value~~common ofshare ~~our~~is ~~interest~~computed inby ~~each~~dividing ~~group~~the ofnet ~~mineral~~loss ~~claims owned~~ by ~~our~~the weighted ~~subsidiaries~~average onnumber anof ~~annual~~common ~~basis~~shares tooutstanding. ~~determine~~Diluted ~~whether~~net ~~impairment~~loss ~~has~~per common ~~incurred~~share inis ~~the~~computed ~~claim~~by ~~value.~~dividing ~~We evaluate~~ the ~~mineral~~net ~~claim~~loss ~~values~~adjusted ~~based~~ on ~~one~~an of“as ~~four~~if converted” ~~criteria; cash flow projection~~basis, ~~geological~~by ~~reports,~~the ~~asset~~weighted ~~sale~~average ~~and~~number ~~option~~of common ~~agreements,~~shares ~~and~~outstanding ~~comparative~~plus ~~market~~potential ~~analysis~~dilutive ~~including~~securities. For ~~public~~the ~~market~~quarter ended ~~value.~~March ~~Where~~31, ~~information~~2015 ~~and~~potential ~~conditions~~dilutive ~~suggest~~securities ~~impairment,~~had wean ~~write~~anti-~~down~~dilutive ~~these~~effect and ~~properties~~were tonot included in the ~~lowest~~calculation ~~estimated~~of ~~value~~diluted ~~based~~net onloss ~~our~~per ~~evaluation~~common ~~criteria~~share. As ~~Our estimate~~ of ~~gold~~March ~~price~~31, ~~mineralized~~2015 ~~materials,~~and ~~operating~~December ~~capital~~31, ~~and~~2014, ~~reclamation costs are subject to risks and uncertainties affecting~~ the ~~recoverability~~Company ofhad ~~our investment in property~~12, ~~plant~~632,500,000 and ~~equipment.~~25,388,473,000, ~~Although we have made our best estimate of these factors based on current conditions~~respectively, ~~it is possible that changes could occur in the near term that could adversely affect our estimate~~ of ~~net~~potentially dilutive ~~cash~~common ~~flows~~stock ~~expected to be generated from our operating properties and the need for possible asset impairment write-downs~~equivalents.

Where estimates of future net operating cash flows are not available and where other conditions suggest impairment, we assess if carrying value can be recovered from net cash flows generated by the sale of the asset or other means.7

7Advertising

~~Fair~~The Company’s ~~Value~~policy ~~for~~is ~~Financial~~to ~~Assets~~expense advertising costs as incurred. For the three months ended March 31, 2015 and ~~Financial~~2014, ~~Liabilities~~the Company incurred $51 and $461, respectively, in advertising costs.

~~The~~Environmental Remediation Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:Liability

~~Level~~The Company 1has posted a bond with the State of Nevada in the amount required by the State of Nevada equal to the maximum cost to reclaim land disturbed in its mining process. The bond requires a quarterly premium to be paid to the State of Nevada Division of Minerals. The Company is current on all payments. Due to its investment in the bond and the close monitoring of the State of Nevada, the Company believes that it has adequately mitigated any liability that could be incurred by the Company to reclaim lands disturbed in its mining process.

~~Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.~~Financial Instruments

~~Level~~The Company’s 2financial instruments, when valued using market interest rates, would not be materially different from the amounts presented in the consolidated financial statements.

~~Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.~~Convertible Debentures

~~Level~~Convertible debt 3is accounted for under ASC 470-20, Debt – Debt with Conversion and Other Options. The Company records a beneficial conversion feature (BCF) related to the issuance of convertible debt that have conversion features at fixed or adjustable rates that are in-the-money when issued and records the fair value of warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to paid-in-capital. The Company calculates the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of following ASC Topic 718 Compensation – Stock Compensation, except that the contractual life of the warrant is used. Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value is recorded as a debt discount or premium and is amortized over the expected term of the convertible debt to interest expense. For a conversion price change of a convertible debt issue, the additional intrinsic value of the debt conversion feature, calculated as the number of additional shares issuable due to a conversion price change multiplied by the previous conversion price, is recorded as additional debt discount and amortized over the remaining life of the debt.

~~Pricing~~The Company ~~inputs~~accounts for modifications of its Embedded Conversion Features in accordance with ASC 470-50, Debt – Modifications and Extinguishments, which requires the modification of a convertible debt instrument that ~~are~~changes the ~~generally~~fair ~~observable~~value ~~inputs~~of an embedded conversion feature and the subsequent recognition of interest expense or the associated debt instrument when the modification does not ~~corroborated~~result byin ~~market~~a ~~data~~debt extinguishment pursuant to ASC 470-50-40, Debt – Modification and Extinguishments – Derecognition.

~~The~~Derivative Liability ~~carrying~~Related ~~amounts~~to ofConvertible ~~the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.~~Notes

The derivative ~~company~~liability ~~does~~related ~~not~~to ~~have~~convertible ~~assets~~notes and ~~liabilities~~warrants arises because the conversion price of the Company’s convertible notes is discounted from the market price of the Company’s common stock. Thus, the number of shares that ~~are~~may be ~~carried~~issued atupon ~~fair~~conversion ~~value~~of onsuch anotes ~~recurring~~is ~~basis~~indeterminate, which gives rise to the possibility that the Company may not be able to fully settle its convertible note and warrant obligations by the issuance of common stock.

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

In accordance with ASC Topic 740, Income Taxes, Pacific Gold recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Pacific Gold provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.8

~~Loss~~Stock ~~per~~Based ~~Share~~Compensation

The Company ~~basic~~accounts ~~net~~for ~~loss~~stock-based ~~per~~compensation ~~common~~in ~~share~~accordance iswith ~~computed~~ASC byTopic 718, Compensation ~~dividing~~– ~~the~~Stock ~~net~~Compensation which ~~loss~~requires bythat the fair ~~weighted~~value ~~average~~compensation ~~number~~cost ofrelating ~~common~~to ~~shares outstanding. Diluted net loss per common~~ share-based ispayment ~~computed~~transactions bybe recognized ~~dividing~~in the ~~net~~consolidated ~~loss~~financial ~~adjusted~~statements. Share-based compensation oncost anis ~~“as~~measured ifat ~~converted”~~the ~~basis~~grant date, bybased on the ~~weighted~~fair ~~average~~value ~~number~~ of ~~common~~the award, ~~shares~~and ~~outstanding~~is ~~plus~~recognized ~~potential~~over ~~dilutive securities. For~~ the ~~quarter~~employee’s ~~ended~~requisite ~~September~~service 30period, ~~2014~~which ~~potential~~is generally ~~dilutive~~the ~~securities~~vesting ~~had~~period. The anfair ~~anti-dilutive~~value ~~effect~~of ~~and~~the ~~were~~Company’s ~~not~~stock options ~~included~~is inestimated ~~the~~using ~~calculation~~a ofBlack-Scholes ~~diluted~~option ~~net~~valuation ~~loss per common share~~model. AsThere ofwere no ~~September~~stock ~~30,~~options ~~2014,~~granted ~~and~~during ~~December 31, 2013~~ the ~~Company~~three ~~had~~months ~~3,004,917,000~~ended ~~and~~March 131,~~405,382,164,~~ ~~respectively,~~2015 ofor ~~potentially dilutive common stock equivalents~~2014.

~~Advertising~~Recently Issued Accounting Pronouncements

The Company’s ~~policy~~does isnot toexpect ~~expense~~the ~~advertising~~adoption ~~costs~~of asany ~~incurred.~~other ~~For~~recently ~~the~~issued ~~three~~accounting pronouncements ~~months~~to ~~ended~~have ~~September~~a ~~30,~~significant ~~2014,~~impact ~~and~~on ~~2013,~~its ~~the~~results ~~Company~~of ~~incurred $11~~operations,~~515~~ financial ~~and~~position ~~$753,~~or ~~respectively,~~cash ~~in advertising costs~~flow.

~~Environmental~~NOTE 2 ~~Remediation~~- ~~Liability~~INTERIM FINANCIAL STATEMENTS

The accompanying ~~Company~~interim ~~has~~unaudited ~~posted~~condensed afinancial ~~bond~~statements have been prepared in accordance with ~~the~~generally ~~State~~accepted ofaccounting ~~Nevada~~principles infor interim ~~the~~financial ~~amount~~information ~~required~~and bywith the ~~State~~instructions to Form 10-Q and Article 8 of ~~Nevada~~Regulation ~~equal~~S-X. toAccordingly, they do not include all of the information ~~maximum~~and ~~cost~~footnotes torequired ~~reclaim~~by ~~land~~generally ~~disturbed~~accepted inaccounting ~~its~~principles for ~~mining~~complete ~~process~~financial statements. ~~The~~ ~~bond~~In ~~requires~~our aopinion, ~~quarterly~~all ~~premium~~adjustments to(consisting of benormal ~~paid~~recurring toaccruals) ~~the~~considered ~~State~~necessary offor ~~Nevada~~a ~~Division~~fair ofpresentation ~~Minerals~~have been included. ~~The~~Operating ~~Company~~results isfor ~~current~~the onthree ~~all~~month ~~payments. Due~~period toended ~~its~~March ~~investment~~31, in2015 are ~~the~~not ~~bond~~necessarily ~~and~~indicative of the ~~close~~results ~~monitoring~~that ofmay be expected for the ~~State~~year ending ofDecember ~~Nevada~~31, ~~the~~2015. ~~Company~~For ~~believes~~further ~~that~~information, itrefer ~~has~~to ~~adequately~~the ~~mitigated~~financial ~~any~~statements and ~~liability~~footnotes ~~that~~thereto ~~could~~included bein ~~incurred~~our byAnnual ~~the~~Report ~~Company~~on toForm ~~reclaim~~10-K ~~lands~~for ~~disturbed~~the infiscal year ~~its~~ended ~~mining~~December ~~process~~31, 2014.

~~Financial~~NOTE 3 ~~Instruments~~– MINERAL RIGHTS

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

8On February 10, 2011, our prior subsidiary Pilot Mountain Resources Inc. (“PMR”) entered into an Option and Asset Sale Agreement (“Agreement”) with Pilot Metals Inc., a subsidiary of Black Fire Minerals of Australia, whereby Pilot Metals secured an option on the Project W Tungsten claims. Pilot Metals exercised their purchase option and subsequently transferred their interest in Project W to Thor Mining LLC. Upon the commencement of commercial mining, Pacific Gold is owed a final payment of $1,500,000 subject to a 15% share of any payments being made to Platoro West, Inc.

~~Convertible~~NOTE 4 ~~Debentures~~– PLANT AND EQUIPMENT

~~Convertible debt is accounted for under ASC 470, Debt – Debt with Conversion~~ Plant and ~~Other~~equipment ~~Options. The Company records a beneficial conversion feature (BCF) related to the issuance of convertible debt that have conversion features~~ at ~~fixed~~March or adjustable rates that are in-the-money when issued and records the fair value of warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features31, ~~both~~2015 of which are credited to paid-in-capital. The Company calculates the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of following ASC Topic 718, except that the contractual life of the warrant is used. Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and ~~any~~December other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value is recorded as a debt discount or premium and is amortized over the expected term of the convertible debt to interest expense. For a conversion price change of a convertible debt issue31, ~~the additional intrinsic value of the debt conversion feature~~2014, ~~calculated~~consisted ~~as the number~~ of ~~additional shares issuable due to a conversion price change multiplied by~~ the ~~previous conversion price, is recorded as additional debt discount and amortized over the remaining life of the debt.~~ following:

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

PLANT AND EQUIPMENT	March 31, 2015		December 31, 2014
Building	$	720,355	$	720,355
Accumulated Depreciation		(711,449)		(701,596)
Equipment		898,038		917,038
Accumulated Depreciation		(813,075)		(807,459)
	$	93,869	$	128,338

~~Derivative~~Depreciation expense ~~Liability~~was ~~Related~~$25,286 toand ~~Convertible~~$26,366, ~~Notes~~for the three months ended March 31, 2015 and March 31, 2014, respectively.

~~The~~NOTE 5 ~~derivative~~– ~~liability~~SHAREHOLDER ~~related~~NOTE toPAYABLE/RELATED ~~convertible~~PARTY notes and warrants arises because the conversion price of the Company’s convertible notes is discounted from the market price of the Company’s common stock. Thus, the number of shares that may be issued upon conversion of such notes is indeterminate, which gives rise to the possibility that the Company may not be able to fully settle its convertible note and warrant obligations by the issuance of common stock.TRANSACTIONS

~~The~~As ~~derivative~~of ~~liability~~March ~~related~~31, to2015, ~~convertible~~Pacific ~~notes~~Gold ~~and~~owes ~~warrants~~$1,189,500 isin ~~adjusted~~principal and to$28,602 ~~fair~~in ~~value~~accrued asinterest ofto ~~each~~a ~~date~~company ~~that~~owned aby ~~note~~the isChief ~~converted~~Executive Officer. orThe aamount ~~warrant~~due is ~~exercised,~~represented asby ~~well~~a aspromissory atnote ~~each~~accruing ~~reporting~~interest at ~~date,~~10% ~~using~~per ~~the Black-Scholes pricing model~~year. ~~Any~~The ~~change~~note inis ~~fair~~due ~~value~~on ~~between~~June ~~reporting~~30, ~~dates~~2016 ~~that~~and ~~arises~~is ~~because~~convertible into shares of ~~changes~~common instock ~~market~~of ~~conditions~~Pacific isGold ~~recognized~~at as$0.0001 aper ~~gain or loss~~share. ToFor the ~~extent~~quarter ended ~~the~~March ~~derivative~~31, ~~liability~~2015, isthe ~~reduced~~Company asreceived a$37,500 ~~consequence~~in ofadditional ~~the~~proceeds ~~conversion~~and have ofpaid ~~notes~~$12,500 ortowards the ~~exercise~~balance. ofThe ~~warrants,~~note ~~such reduction~~ is ~~recognized~~presented asnet ~~additional paid-in capital as~~ of ~~the~~$781,250 ~~conversion or exercise date~~in discount.

~~Stock~~As ~~Based~~of ~~Compensation~~March 31, 2015, Pacific Gold owes a total of $952,000 in principal and $74,898 in accrued interest to a related party of our Chief Executive Officer. The amount due is represented by promissory notes accruing interest at 10% per year and due on June 30, 2016 and is convertible into shares of common stock of Pacific Gold at $0.01 per share.

~~The Company accounts~~ Compensation for ~~stock-based~~Robert compensation in accordance with ASC Topic 718, Compensation – Stock Compensation which requires that the fair value compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements. Share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized over the employeeLandau’s ~~requisite~~services ~~service~~as ~~period,~~CEO ~~which~~ is ~~generally~~Paid ~~the~~to ~~vesting~~Leveljump ~~period~~Inc. ~~The~~ ~~fair~~a ~~value of the~~ Company’s ~~stock options is estimated using a Black-Scholes option valuation model~~that Mr. ~~There~~Landau ~~were no stock options granted during the three and nine months ended September 30, 2014 or 2013~~controls.

~~Recently Issued Accounting Pronouncements~~9

~~The~~An officer of the Company ~~does~~has ~~not~~provided ~~expect~~office space to the ~~adoption~~Company ofwithout ~~any~~charge. There ~~other~~is ~~recently~~no ~~issued~~obligation ~~accounting~~for ~~pronouncements~~the officer to ~~have~~continue athis ~~significant~~arrangement. ~~impact~~Such oncosts are ~~its~~immaterial ~~results~~to ofthe ~~operations,~~consolidated financial ~~position~~statements orand ~~cash~~accordingly ~~flow~~are not reflected herein.

NOTE 6 2– -PROMISSORY ~~INTERIM FINANCIAL STATEMENTS~~NOTES

The ~~accompanying~~notes ~~interim~~accrue ~~unaudited~~interest ~~condensed~~at ~~financial~~a ~~statements~~rate ~~have~~of ~~been~~10% ~~prepared~~per inannum ~~accordance with generally accepted accounting principles for interim financial information~~ and ~~with~~are ~~the~~due ~~instructions~~on June to30, ~~Form 10-Q and Article 8 of Regulation S-X~~2016. ~~Accordingly,~~As ~~they do not include all~~ of ~~the~~March ~~information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion~~31, ~~all~~2015 ~~adjustments~~there ~~(consisting~~was ~~of normal recurring accruals) considered necessary for~~ a ~~fair~~principal ~~presentation~~balance ~~have been included. Operating results for the three and nine month period ended September 30, 2014 are not necessarily indicative~~ of ~~the results that may be expected for the year ending December 31~~$265,000 and ~~2014. For further information~~$20,460 ~~refer~~in toaccrued ~~the~~interest ~~financial statements~~ and ~~footnotes~~is ~~thereto~~convertible ~~included~~into shares inof ~~our~~common ~~Annual~~stock ~~Report~~of onPacific ~~Form~~Gold ~~10-K~~at ~~for~~$0.01 ~~the~~per ~~fiscal year ended December 31, 2013~~share.

9NOTE 7 – COMMON STOCK AND PREFERRED STOCK

~~NOTE~~In 3the –quarter ~~LOAN~~ended ~~RECEIVABLE~~March 31, 2015, 625,000,000 shares of common stock were issued in exchange for $62,500 of a related party convertible promissory note.

~~As part of the asset sale agreement of Pilot Mountain mineral rights, Pilot Metals, Inc. (“the purchaser”) agreed to pay the sum of $850,000 on or before March 31, 2014.~~ In ~~the event that the purchaser did not pay the sum of $850,000 on or before March 31,~~ 2014, ~~the escrow holder was to record the Special Warranty deed with the mineral county recorder. The sum of $850~~3,~~000 includes imputed interest at a rate of 10% per annum. On February 18~~499, ~~2014~~064,577 ~~the~~common ~~company~~shares ~~completed~~were anissued ~~amendment~~for ~~to its Option and Asset Sale Agreement with Pilot Metals Inc. (See Note 4). As amended, instead of~~ $~~850~~354,~~000~~344 toin principal ~~be paid on March 31, 2014~~ and $19,~~000,000~~084 onin ~~the~~interest ~~commencement of commercial mining, the company received $200,000~~ on ~~February 18, 2014 and received $400,000 on March 31, 2014 with $1,500,000 to be received on~~ the ~~commencement~~conversion of ~~commercial~~convertible ~~mining~~notes. ~~All payments received are subject to a 15% royalty to be paid to Platoro West.~~

NOTE 8 4 – ~~MINERAL~~OPERATING ~~RIGHTS~~LEASES

~~Mineral~~The Company ~~rights~~has atleased ~~September~~approximately 30440 acres of privately owned land adjacent to its staked prospects from Corporate Creditors Committee LLC, ~~2014~~by ~~and~~lease ~~December~~dated October 311, ~~2013~~2003. ~~consisted~~The Company paid an advance royalty of $7,500 for the ~~following:~~first year, which amount is increased by $2,500 in each of the next five years to be $20,000 in the sixth year. For the last four years of the lease, the advance royalty is $20,000 per year. The lease was renewed in 2012, and the new annual advance royalty is $20,000. The advance royalty is credited to and recoverable from the production rental amounts. The royalty is the greater of a 4% net smelter royalty or $0.50 per yard of material processed. The lease is for 10 years.

MINERAL RIGHTS	September 30, 2014		December 31, 2013
Nevada Rae Gold – Morris Land	$	387,289	$	337,529
Accumulated Depletion		(381)		(381)
Undeveloped mineral rights		10,000		-
Fernley Gold – Lower Olinghouse		183,962		165,352
Pacific Metals – Graysill Claims		48,415		42,215
	$	629,285	$	544,715

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

~~Option~~On January 8, 2014, NRG, signed a sub-lease for ten mining claims to permit exploration and ~~Asset~~mining ~~Sale~~for ~~Agreement~~barite. The lease is for a period of 8 years. The lease, as amended, provides that NRG will receive an initial payment of $40,000, advance annual payments of $20,000 per year and provides for royalty payments to NRG of $2.00 per yard of processed barite. The rights under the lease exclude any recovery of gold mineralizations. The lease requires the lease holder to provide bonding and other regulatory deposits in respect of its mining activities to satisfy state and federal requirements and indemnification of the Company for breaches of the lease. The lease is subject to the over-lease held by NRG, and NRG is required to pay the holder of the over-lease $10,000 per year plus $0.50 per yard of barite processed.

OnThe following ~~February~~is ~~10,~~a ~~2011,~~schedule ~~our~~by ~~prior~~years ~~subsidiary~~of ~~Pilot~~future ~~Mountain~~minimum ~~Resources~~lease ~~Inc.~~payments ~~(“PMR”)~~required under ~~entered~~operating ~~into~~leases anthat ~~Option~~have ~~and~~initial ~~Asset~~or ~~Sale~~remaining ~~Agreement~~non-cancellable ~~(“Agreement”)~~lease terms ~~with~~in ~~Pilot~~excess ~~Metals Inc., a subsidiary~~ of ~~Black~~one ~~Fire~~year ~~Minerals~~as of ~~Australia~~March 31, ~~whereby Pilot Metals secured an option on the Project W Tungsten claims.~~2015:

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

Year ended	Total
December 31, 2015	$	50,000
December 31, 2016		50,000
December 31, 2017		50,000
December 31, 2018		50,000
December 31, 2019		50,000
Thereafter		115,000
Total	$	365,000

AtNevada Rae ~~any~~Gold ~~point~~has ~~prior~~a tolease ~~the~~for ~~conclusion~~its ofmobile ~~the~~office 24at ~~month~~a ~~option~~cost ~~period,~~of ~~Pilot~~approximately ~~Metals~~$407 ~~had~~per month. ~~the~~This ~~option~~lease towas ~~exercise~~accounted for as an ~~option~~operating ~~and~~lease ~~election~~on a month to ~~purchase~~month basis. ~~100%~~Rental ofExpense for the ~~claims~~three months ended March 31, 2015 and March 31, 2014 was $1,221.

OnNOTE 9 ~~July~~– 5,LEGAL 2013, PMR and Pilot Metals agreed to an early exercise of the option to purchase the Project W claims. Ownership of the Project W claims has now been transferred to Pilot Metals, subject to a security interest retained by PMR until the full purchase price is paid. As part of the decision to exercise the purchase option, the purchaser of the claims, Pilot Metals, agreed to amend the purchase terms to accelerate the ownership of and payment for the claims. The initial three payments of $500,000 each due in September 2013, 2014 and 2015 were amended to two payments, the first paid on July 5, 2013 in the amount of $350,000 and a second payment of $850,000 was due on March 31, 2014.PROCEEDINGS

OnA subsidiary ~~February~~of 18the Company, ~~2014~~NRG, ~~the~~has ~~company completed~~ an ~~amendment~~outstanding topayroll ~~its~~tax ~~Option~~obligation ~~and~~from employees ~~Asset~~located ~~Sale~~in ~~Agreement~~Nevada ~~with~~to ~~Pilot~~the ~~Metals~~Internal ~~Inc~~Revenue Service. The AsIRS ~~amended,~~has asserted ~~instead~~that ofapproximately $~~850~~180,~~000~~200 tois beowed ~~paid~~at onthis ~~March~~time. The ~~31,~~IRS ~~2014~~has filed ~~and~~a ~~$1,000,000~~general lien on all the ~~commencement~~properties of ~~commercial~~Nevada ~~mining~~Rae, and is taking steps to enforce the ~~company~~liens ~~received~~and ~~$200,000~~collect onthe ~~February~~funds ~~18,~~owed. ~~2014~~The enforcement actions will include seeking and ~~received~~taking ~~$400,000~~any onfunds ~~March~~that 31are in the Company’s bank accounts, causing ~~2014~~any ~~with~~persons $1owing funds to NRG to direct the funds to the IRS,~~500,000~~ and taking possession of assets of NRG and selling them. These actions would be disruptive to the operations of the Company and the subsidiary and may impair the ability of NRG to operate. In that event, NRG will be ~~received~~unable onto generate any revenues and the ~~commencement~~financial position of ~~commercial~~the Company ~~mining~~will be severely impaired and the Company may have to curtail its subsidiary’s operations or put the subsidiary into receivership.

~~The payments made to PMR are subject to a 15% royalty to Platoro West, Inc. all royalty payments have been made.~~10

NOTE 10 5 – ~~INTANGIBLE~~GOING ~~ASSETS~~CONCERN

The Company’s ~~subsidiary~~financial statements have been prepared on a going concern basis, which ~~Pacific~~contemplates ~~Metals~~the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, ~~has~~2015, ~~acquired~~the Company had an accumulated deficit of $47,122,805, negative working capital of $1,150,047, and negative cash flows from the three months ended March 31, 2015 of $41,755, raising substantial doubt about its ability to continue as a ~~mining~~going ~~claims~~concern. During ~~database~~the ~~which~~three ~~will~~months beended ~~amortized~~March ~~over~~31, 2015, the company financed its operations ~~estimated~~through ~~useful~~the ~~life~~sale of ~~ten~~securities, ~~years~~proceeds ~~using~~received ~~the~~from ~~straight-line~~sale ~~method~~of mining claims, and issuance of debt.

10Management’s plan to address the Company’s ability to continue as a going concern includes obtaining additional funding from the sale of the Company’s securities and establishing revenues. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. Should we be unsuccessful, the Company may need to discontinue its operations.

OnNOTE 11 ~~May~~– ~~20,~~SUBSEQUENT 2014, Pacific Metals has acquired numerous maps, old drill log results and other data from a mining data base containing information produced by past Graysill area claim owners. In exchange for the data 100,000 shares of common stock were issued. The acquired data was recognized as an intangible asset and measured at the market value of the common stock on date of issuance of $0.025; as such the cost base of the assets was $2,500.EVENTS

Intangibles Assets	September 30, 2014		December 31, 2013
Mining Claims Database	$	12,500	$	10,000
Accumulated Amortization		(2,427)		(1,583)
Net	$	10,073	$	8,417

On July 15, 2015, the Company sold all of its interest in Nevada Rae Gold, Inc. and the Black Rock Canyon Mine for the following consideration: $300,000, which was all used to satisfy some of the immediate accounts payable of Nevada Rae Gold, Inc.; $100,000 due to the Company on July 15, 2016; and a royalty of 4% on all Nevada Rae Gold, Inc. gold sales up to a maximum total royalty payments of $720,000. The royalty payments can be bought out by the purchaser for $500,000 any time prior to July 15, 2016. All of the payments are subject to a 10% finder’s fee which has not yet been paid.

~~Amortization~~On ~~Expense~~August ~~for~~26, 2015, the ~~three~~Company ~~months~~let ~~ended~~lapse ~~September~~all ~~30,~~of ~~2014~~its ~~and~~mining ~~2013~~rights to ~~was~~the ~~$237~~Butcher Boy claims that it leased under a lease agreement held through Fernley Gold. These claims reverted to the claim holders, and ~~$190,~~the ~~respectively~~Company will write off the value of the leased interests in its financial statements.

~~Amortization~~On ~~expense~~August ~~for~~31, 2015, the ~~nine~~Company ~~months~~acquired ~~ended~~the ~~September~~Graysill 30Mining claims for no consideration, ~~2014~~but ~~and~~assumed ~~2013~~the ~~was~~annual ~~$641,~~claims ~~and~~registration ~~$570~~fees. These claims had been previously owned by its subsidiary company, ~~respectively~~Pacific Metals Corp.

~~For~~The ~~these~~Company ~~assets,~~evaluated ~~amortization~~subsequent ~~expense~~events ~~over~~through the ~~estimated~~date ~~useful~~the consolidated ~~life~~financial isstatements ~~expected~~were ~~to be $10,073~~issued.

Year	USD
2014	$	313
2015		1,250
2016		1,250
2017		1,250
2018		1,250
Thereafter		4,760
	$	10,073

NOTE 6 – PLANT AND EQUIPMENT

During the nine months ended September 30, 2014 the company disposed of equipment for total proceeds of $6,432, and have recorded a gain of $5,394 from the sale.

During the nine months ended September 30, 2014 the company has written off $49,480 of obsolete equipment.

Plant and equipment at September 30, 2014 and December 31, 2013, consisted of the following:

PLANT AND EQUIPMENT	September 30, 2014		December 31, 2013
Building	$	720,355	$	720,355
Accumulated Depreciation		(691,743)		(662,184)
Equipment		917,038		983,622
Accumulated Depreciation		(791,076)		(807,083)
	$	154,574	$	234,710

Depreciation expense was $26,366 and $38,672, for the three months ended September 30, 2014 and 2013, respectively.

Depreciation expense was $79,098, and $117,453, for the nine months ended September 30, 2014 and 2013, respectively.

NOTE 7 – SHAREHOLDER NOTE PAYABLE/RELATED PARTY TRANSACTIONS

As of September 30, 2014, Pacific Gold owes $1,270,000 in principal and $31,251 in accrued interest to a company owned by the Chief Executive Officer. The amount due is represented by a promissory note accruing interest at 10% per year. The note is due on June 30, 2016 and is convertible into shares of common stock of Pacific Gold at $0.0001 per share. On June 10, 2013 the Company issued 300,000 of Series A preferred shares on conversion of $300,000 of the note principal. For the nine months ended September 30, 2014, the company received $26,000 in additional proceeds and have paid $181,500 towards the balance.

As of September 30, 2014, Pacific Gold owes a total of $1,105,000 in principal and $26,958 in accrued interest to a related party of our Chief Executive Officer. The amount due is represented by promissory notes accruing interest at 10% per year and due on June 30, 2016. For the nine months ended September 30, 2014, the company received $134,835 in additional proceeds and have sold $90,000 of the notes to a third party investor.

Compensation for Robert Landau’s services as CEO is Paid to Jabi Inc. a Company that Mr. Landau controls.

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

NOTE 8 – PROMISSORY NOTES

During the year ended December 31, 2013, the Company received total additional proceeds of $108,500 from a non – affiliate. The notes accrue interest at a rate of 10% per annum and were due January 2, 2015. On June 30, 2014 the notes terms were amended with a new maturity date of June 30, 2016.

During the nine months ended September 30, 2014, the Company received total additional proceeds of $115,000 from a non – affiliate. The notes accrue interest at a rate of 10% per annum and are due June 30, 2016.

A summary of the notes is as follows:

Balance at January 1, 2013	$	240,000
Proceeds Received		108,500
Interest Accrued thru December 31, 2013		21,888
Payments thru December 31, 2013		-
Conversions thru December 31, 2013		-
Assignment of Promissory Note to Convertible Note thru December 31, 2013		(110,000)
Balance at December 31, 2013	$	260,388
Proceeds Received		115,000
Interest Accrued thru September 30, 2014		16,320
Payments thru September 30, 2014		-
Conversions thru September 30, 2014		-
Assignment of Promissory Note to Convertible Note thru September 30, 2014		(120,000)
Balance at September 30, 2014	$	271,708

NOTE 9 – FINANCING

Convertible Notes

Convertible Notes Series A:

Series A notes (i) have a conversion rate of a 45% discount to the daily VWAP (volume – weighted average price, which is a measure of the average price the stock has traded over the trading horizon) price of the common stock based on a five day period prior to the date of conversion, the rate is subject to certain adjustments, (ii) have an annual interest rate of 12%, due at maturity, (iii) have a new maturity date of 1 year from issuance date, (iv) prepayment is permitted only with a premium of 50% of the amount being repaid, (v) have a ratchet protection of the conversion anti-dilution provisions for all future issuances or potential issuances of securities by the company at less than the then conversion rate, and (vi) have additional default provisions, including additional events of default and an default interest rate of 24.99%. The company has also agreed that the assigned debt will not be subordinate to new debt, other than purchase money and similar debt, which may have the effect of limiting the company’s access to additional debt capital while the notes are outstanding. Based on the above and without taking into account the conversion of any of the interest to be earned or converted, the principal if fully converted represents the potential issuance of 50,000,000 shares, limited to a maximum conversion right at any one time to 4.99% of the then outstanding shares of common stock of the company.

During the year ended December 31, 2013, the company agreed to the assignment of an additional $175,000 in principal of outstanding promissory note to a third party under the same terms as discussed above.

During the nine months ended September 30, 2014, the company agreed to the assignment of an additional $100,000 in principal of outstanding promissory note to a third party under the same terms as discussed above.

A summary of the carrying value of the notes outstanding for the nine months ended September 30, 2014 and year ended December 31, 2013 is as follows:

Series A Notes	Note F		Note G		Note H		Note I		Total
Issuance Date	May-08-12		July-18-12		April-12-13		March-07-14
Carrying Value:
Face Value at January 1, 2013	$	280,000	$	18,000	$	-	$	-	$	298,000
Unamortized Discount at January 1, 2013		(116,667)		(9,750)		-		-		(126,417)
Proceeds thru December 31, 2013		-		-		-		-		-
Convertible note assigned thru December 31, 2013		-		-		175,000		-		175,000
Discount recorded on note thru December 31, 2013		-		-		(175,000)		-		(175,000)
Discount amortization thru December 31, 2013		116,667		9,750		174,579		-		300,996
Conversions to shares thru December 31, 2013		(280,000)		(18,000)		(149,500)		-		(447,500)
Payments thru December 31, 2013		-		-		-		-		-
Face Value at December 31, 2013		-		-		25,500		-		25,500
Unamortized Discount at December 31, 2013		-		-		(421)		-		(421)
Carrying value at December 31, 2013	$	-	$	-	$	25,079	$	-	$	25,079
Proceeds thru September 30, 2014		-		-		-		-		-
Convertible note assigned thru September 30, 2014		-		-		-		100,000		100,000
Discount recorded on note thru September 30, 2014		-		-		-		(100,000)		(100,000)
Discount amortization thru September 30, 2014		-		-		421		100,000		100,421
Conversions to shares thru September 30, 2014		-		-		(25,500)		(100,000)		(125,500)
Payments thru September 30, 2014		-		-		-		-		-
Face Value at September 30, 2014		-		-		-		-		-
Unamortized Discount at September 30, 2014		-		-		-		-		-
Carrying value at September 30, 2014	$	-	$	-	$	-	$	-	$	-
Accrued Interest:
Accrued Interest at January 1, 2013		39,161		918		-		-		40,079
Interest accrued thru December 31, 2013		4,390		573		6,546		-		11,509
Conversions to shares thru December 31, 2013		(43,551)		(1,491)		-		-		(45,042)
Payments thru December 31, 2013		-		-		-		-		-
Accrued Interest Balance at December 31, 2013	$	-	$	-	$	6,546	$	-	$	6,546
Interest accrued thru September 30, 2014		-		-		424		2,115		2,539
Conversions to shares thru September 30, 2014		-		-		(6,970)		(2,115)		(9,085)
Payments thru September 30, 2014		-		-		-		-		-
Accrued Interest Balance at September 30, 2014	$	-	$	-	$	-	$	-	$	-
Derivative Liability:
Derivative Liability at January 1, 2013		9,927,273		638,182		-		-		10,565,455
Derivative Liability added		-		-		254,545		-		254,545
Accelerated amortization on conversions and payments		(9,722,614)		(32,727)		(238,646)		-		(9,993,987)
Change in fair value of derivative liability thru December 31, 2013		(204,659)		(605,455)		42,055		-		(768,059)
Derivative Liability at December 31, 2013	$	-	$	-	$	57,954	$	-	$	57,954
Derivative Liability added		-		-		-		165,575		165,575
Accelerated amortization on conversions and payments		-		-		(44,702)		(164,959)		(209,661)
Change in fair value of derivative liability thru September 30, 2014		-		-		(13,252)		(616)		(13,868)
Derivative Liability at September 30, 2014	$	-	$	-	$	-	$	-	$	-

Convertible Notes Series B:

On August 2, 2012, September 10, 2012, October 25, 2012, November 9, 2012, and December 5, 2012 a holder of $354,000 in principal amount of debt issued by Pacific Gold Corp. transferred these obligations to a third party. In connection with the transfer, the Company agreed to modify the rate of conversion of principal and interest into shares of common stock to a formula based on the market value of a share of common stock, from time to time. As a result of the modifications the notes had a conversion rate of 47% discount to the market price calculated as the average of the lowest three (3) trading prices for the common stock during the twenty trading day period ending the latest complete trading day prior to conversion date. As of December 31, 2013, the investor has converted $354,000 of debt obligations into 333,970 shares of common stock of the Company. The notes were converted in full at December 31, 2013 year end.

On February 5, 2013, and March 19, 2013 a holder of $110,000 in principal amount of debt issued by Pacific Gold Corp. transferred these obligations to a third party. In connection with the transfer, the Company agreed to modify the rate of conversion of principal and interest into shares of common stock to a formula based on the market value of a share of common stock, from time to time. As a result of the modifications the notes had a conversion rate of 47% discount to the market price calculated as the average of the lowest three (3) trading prices for the common stock during the twenty trading day period ending the latest complete trading day prior to conversion date. As of September 30, 2014 the investor has converted $77,800 of debt obligations into 69,623,819 shares of common stock of the Company. As of September 30, 2014 the remaining balance of the note issued on March 19, 2013, “Note L” of $32,200 was paid.

On July 27, 2012, August 29, 2012, September 10, 2012, November 2, 2012, and December 11, 2012 the company issued $53,000, $35,000, $78,500, $37,500, and $32,500, respectively, in convertible notes to the same third party discussed above. The notes are convertible beginning at a date which is one hundred and eighty (180) days following the issuance dates and have a conversion rate of 42% discount to the market price calculated as the average of the lowest three (3) trading prices for the common stock during the ten trading day period ending the latest complete trading day prior to conversion date. Interest at an annual rate of 8% from the issuance date is due at maturity or upon acceleration or by prepayment. As of December 31, 2013 the investor has converted $165,820 of debt obligations into 6,283,323 shares of common stock of the Company. As of December 31, 2013 the company has made payments of $81,847 towards the balance owing on the notes. The notes were converted in full at December 31, 2013 year end.

A summary of the carrying value of the notes outstanding for the nine months ended September 30, 2014 and year ended December 31, 2013 is as follows:

Series B Notes	Note A		Note C		Note E		Note F		Note I
Issuance Date	July-27-12		August-29-12		September-10-12		November-02-12		December-05-12
Carrying Value:
Face Value at January 1, 2013	$	53,000	$	35,000	$	78,500	$	37,500	$	40,000
Unamortized Discount at January 1, 2013		-		-		-		-		(40,000)
Proceeds thru December 31, 2013		-		-		-				-
Convertible note assigned thru December 31, 2013		-		-		-				-
Discount recorded on note thru December 31, 2013		(53,000)		(18,286)		(41,432)		(27,709)		-
Discount amortization thru December 31, 2013		53,000		18,286		41,432		27,709		40,000
Conversions to shares thru December 31, 2013		(53,000)		(35,000)		(74,300)		-		(40,000)
Payments thru December 31, 2013		-		-		(4,200)		(37,500)		-
Face Value at December 31, 2013		-		-		-		-		-
Unamortized Discount at December 31, 2013		-		-		-		-		-
Carrying value at December 31, 2013	$	-	$	-	$	-	$	-	$	-
Proceeds thru September 30, 2014						-		-		-
Convertible note assigned thru September 30, 2014		-		-		-		-		-
Discount recorded on note thru September 30, 2014		-		-		-		-		-
Discount amortization thru September 30, 2014		-		-		-		-		-
Conversions to shares thru September 30, 2014		-		-		-		-		-
Payments thru September 30, 2014		-		-		-		-		-
Face Value at September 30, 2014		-		-		-		-		-
Unamortized Discount at September 30, 2014		-		-		-		-		-
Carrying value at September 30, 2014	$	-	$	-	$	-	$	-	$	-
Accrued Interest:
Accrued Interest at January 1, 2013		1,767		933		2,093		500		-
Interest accrued thru December 31, 2013		353		467		707		2,212		-
Conversions to shares thru December 31, 2013		(2,120)		(1,400)		-		-		-
Payments thru December 31, 2013		-		-		(2,800)		(2,712)		-
Accrued Interest Balance at December 31, 2013	$	-	$	-	$	-	$	-	$	-
Interest accrued thru September 30, 2014		-		-		-		-		-
Conversions to shares thru September 30, 2014		-		-		-		-		-
Payments thru December 31, 2013		-		-		-		-		-
Accrued Interest Balance at September 30, 2014	$	-	$	-	$	-	$	-	$	-
Derivative Liability:
Derivative Liability at January 1, 2013		-		-		-		-		40,000
Derivative Liability added		164,483		18,286		41,432		27,709		-
Accelerated amortization on conversions and payments		(164,483)		(18,286)		(93,787)		(64,655)		(40,000)
Change in fair value of derivative liability thru December 31, 2013		-		-		52,355		36,946		-
Derivative Liability at December 31, 2013	$	-	$	-	$	-	$	-	$	-
Derivative Liability added		-		-		-		-		-
Accelerated amortization on conversions and payments		-		-		-		-		-
Change in fair value of derivative liability thru September 30, 2014		-		-		-		-		-
Derivative Liability at September 30, 2014	$	-	$	-	$	-	$	-	$	-

Series B Notes (Continued)	Note J		Note K		Note L		Total
Issuance Date	December-11-12		February-05-13		March-19-13
Carrying Value:
Face Value at January 1, 2013	$	32,500	$	-	$	-	$	276,500
Unamortized Discount at January 1, 2013		-		-		-		(40,000)
Proceeds thru December 31, 2013		-		-		-		-
Convertible note assigned thru December 31, 2013		-		60,000		50,000		110,000
Discount recorded on note thru December 31, 2013		(32,500)		(60,000)		(45,283)		(278,210)
Discount amortization thru December 31, 2013		32,500		60,000		45,283		318,210
Conversions to shares thru December 31, 2013		-		(60,000)		(7,800)		(270,100)
Payments thru December 31, 2013		(32,500)		-		-		(74,200)
Face Value at December 31, 2013		-		-		42,200		42,200
Unamortized Discount at December 31, 2013		-		-		-		-
Carrying value at December 31, 2013	$	-	$	-	$	42,200	$	42,200
Proceeds thru September 30, 2014		-		-		-		-
Convertible note assigned thru September 30, 2014		-		-		-		-
Discount recorded on note thru September 30, 2014		-		-		-		-
Discount amortization thru September 30, 2014		-		-		-		-
Conversions to shares thru September 30, 2014		-		-		(10,000)		(10,000)
Payments thru September 30, 2014		-		-		(32,200)		(32,200)
Face Value at September 30, 2014		-		-		-		-
Unamortized Discount at September 30, 2014		-		-		-		-
Carrying value at September 30, 2014	$	-	$	-	$	-	$	-
Accrued Interest:
Accrued Interest at January 1, 2013		217		-		-		5,510
Interest accrued thru December 31, 2013		1,917		-		3,657		9,313
Conversions to shares thru December 31, 2013		-		-		-		(3,520)
Payments thru December 31, 2013		(2,134)		-		-		(7,646)
Accrued Interest Balance at December 31, 2013	$	-	$	-	$	3,657	$	3,657
Interest accrued thru September 30, 2014		-		-		934		934
Conversions to shares thru September 30, 2014		-		-		-		-
Payments thru December 31, 2013		-		-		(4,592)		(4,592)
Accrued Interest Balance at September 30, 2014	$	-	$	-	$	-	$	-
Derivative Liability:
Derivative Liability at January 1, 2013		-		-		-		40,000
Derivative Liability added		56,034		254,717		45,283		607,944
Accelerated amortization on conversions and payments		-		(237,736)				(618,947)
Change in fair value of derivative liability thru December 31, 2013		(56,034)		(16,981)		34,340		50,626
Derivative Liability at December 31, 2013	$	-	$	-	$	79,623	$	79,623
Derivative Liability added		-		-		-		-
Accelerated amortization on conversions and payments		-		-		(37,099)		(37,099)
Change in fair value of derivative liability thru September 30, 2014		-		-		(42,524)		(42,524)
Derivative Liability at September 30, 2014	$	-	$	-	$	-	$	-

Convertible Notes Series C:

On September 25, 2013 and October 2, 2013 a holder of $80,000 and $40,000, respectively, in principal amount of debt issued by Pacific Gold Corp. transferred these obligations to a third party. In connection with the transfer, the Company agreed to modify the rate of conversion of principal and interest into shares of common stock to a formula based on the market value of a share of common stock, from time to time. As a result of the modifications, the notes had a conversion rate of 45% discount to the market price calculated as the average of the lowest three (3) market prices (VWAP) for the common stock during the twenty trading day period ending the latest complete trading day prior to conversion date. Both convertible notes have been fully converted into shares at September 30, 2014.

On May 12, 2014 and June 25, 2014 a holder of $60,000 and $30,000, respectively, in principal amount of debt issued by Pacific Gold Corp. transferred these obligations to a third party. In connection with the transfer, the Company agreed to modify the rate of conversion of principal and interest into shares of common stock to a formula based on the market value of a share of common stock, from time to time. As a result of the modifications, the notes had a conversion rate of 50% discount to the market price calculated as the lowest VWAP for the common stock during the ten trading day period ending the latest complete trading day prior to conversion date. Both convertible notes have been fully converted into shares at September 30, 2014.

On August 20, 2014 a holder of $20,000, in principal amount of debt issued by Pacific Gold Corp. transferred the obligation to a third party. In connection with the transfer, the Company agreed to modify the rate of conversion of principal and interest into shares of common stock to a formula based on the market value of a share of common stock, from time to time. As a result of the modifications, the notes had a conversion rate of 50% discount to the market price calculated as the lowest VWAP for the common stock during the ten trading day period ending the latest complete trading day prior to conversion date. The convertible note has been fully converted into shares at September 30, 2014.

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

Series C Notes	Note A		Note B		Note C		Note D		Note E		Total
Issuance Date	September-25-13		October-02-13		May-12-14		June-25-14		August-20-14
Carrying Value:
Face Value at January 1, 2013	$	-	$	-	$	-	$	-	$	-	$	-
Unamortized Discount at January 1, 2013		-		-		-		-		-		-
Proceeds thru December 31, 2013		-		-		-		-		-		-
Convertible note assigned thru December 31, 2013		80,000		40,000		-		-		-		120,000
Discount recorded on note thru December 31, 2013		(80,000)		(40,000)		-		-		-		(120,000)
Discount amortization thru December 31, 2013		41,492		6,667		-		-		-		48,159
Conversions to shares thru December 31, 2013		(28,656)		-		-		-		-		(28,656)
Payments thru December 31, 2013		-		-		-		-		-		-
Face Value at December 31, 2013		51,344		40,000		-		-		-		91,344
Unamortized Discount at December 31, 2013		(38,508)		(33,333)		-		-		-		(71,841)
Carrying value at December 31, 2013	$	12,836	$	6,667	$	-	$	-	$	-	$	19,503
Proceeds thru September 30, 2014		-		-		-		-		-		-
Convertible note assigned thru September 30, 2014		-		-		60,000		30,000		20,000		110,000
Discount recorded on note thru September 30, 2014		-		-		(60,000)		(30,000)		(20,000)		(110,000)
Discount amortization thru September 30, 2014		38,508		33,333		60,000		30,000		20,000		181,841
Conversions to shares thru September 30, 2014		(51,344)		(40,000)		(60,000)		(30,000)		(20,000)		(201,344)
Payments thru September 30, 2014		-				-		-		-		-
Face Value at September 30, 2014		-		-		-		-		-		-
Unamortized Discount at September 30, 2014		-		-		-		-		-		-
Carrying value at September 30, 2014	$	-	$	-	$	-	$	-	$	-	$	-
Accrued Interest:
Accrued Interest at January 1, 2013		-		-		-		-		-		-
Interest accrued thru December 31, 2013		1,834		986		-		-		-		2,820
Conversions to shares thru December 31, 2013		-		-		-		-		-		-
Payments thru December 31, 2013		-		-		-		-		-		-
Accrued Interest Balance at December 31, 2013	$	1,834	$	986	$	-	$	-	$	-	$	2,820
Interest accrued thru September 30, 2014		(1,834)		(920)		-		-		-		(2,754)
Conversions to shares thru September 30, 2014		-		(66)		-		-		-		(66)
Payments thru September 30, 2014		-		-		-		-		-		-
Accrued Interest Balance at September 30, 2014	$	-	$	-	$	-	$	-	$	-	$	-
Derivative Liability:
Derivative Liability at January 1, 2013		-		-		-		-		-		-
Derivative Liability added		88,496		93,559		-		-		-		182,055
Accelerated amortization on conversions and payments		(33,582)		-		-		-		-		(33,582)
Change in fair value of derivative liability thru December 31, 2013		64,956		(174)		-		-		-		64,782
Derivative Liability at December 31, 2013	$	119,870	$	93,385	$	-	$	-	$	-	$	213,255
Derivative Liability added		-		-		134,053		51,534		73,086		258,673
Accelerated amortization on conversions and payments		(104,946)		(72,882)		(181,650)		(59,811)		(73,086)		(492,375)
Change in fair value of derivative liability thru September 30, 2014		(14,924)		(20,503)		47,597		8,277		-		20,447
Derivative Liability at September 30, 2014	$	-	$	-	$	-	$	-	$	-	$	-

Inputs used in computation of Black-Scholes were as follow:

	Note E
	Initial Valuation (August 20, 2014)
Input Variables:
Stock Price @ grant date	$	0.00020
Exercise Price (3)	$	0.00005
Expected Life of the Option (4)		1
Volatility (5)		263	%
Annual Rate of Quarterly Dividends (6)		0.00	%
Risk-Free Rate (7)		0.12	%

NOTE 10 – COMMON STOCK AND PREFERRED STOCK

For the nine months ended September 30, 2014, 3,149,064,577 common shares were issued for $336,844 in principal and $9,084 in interest on the convertible notes as discussed in Note 9 above.

In 2013, 144,616,858 common shares were issued for $746,256 in principal and $48,562 in accrued interest on the convertible notes discussed in Note 9 above.

In 2013, 18,334 shares were issued for $220 as part of a settlement agreement.

In 2013, 300,000 preferred shares were issued on debt conversion at a price of $1.00 per share and a deemed dividend of $300,000 was recorded related to the conversion.

On October 18, 2013, Pacific Gold Corp. (the “Company”) announced that, effective upon market open on October 21, 2013, every one hundred twenty shares of the Company’s issued and outstanding Common Stock, par value $0.0000000001 (the "Common Stock"), would convert into one share of Common Stock (the “Second Reverse Stock Split”). Any fractional shares resulting from the Second Reverse Stock Split will be rounded up to the next whole share. As a result of the Second Reverse Stock Split, the total number of issued and outstanding shares of the Company's Common Stock have decreased from 3,270,157,366 pre-split shares to approximately 27,254,565 shares after giving effect to the Second Reverse Stock Split.

On January 22, 2013, every twenty shares of the company’s issued and outstanding Common Stock, par value $0.0000000001 (the "Common Stock"), was converted into one share of New Common Stock (the “First Reverse Stock Split”). Any fractional shares resulting from the First Reverse Stock Split will be rounded up to the next whole share. As a result of the First Reverse Stock Split, the total number of issued and outstanding shares of the Company's Common Stock decreased from 3,867,674,530 pre-split shares to 193,383,727 shares after giving effect to the First Reverse Stock Split. In addition to the First Reverse Stock Split, the Company has also reduced its total number of the Company’s authorized shares of common stock from 5,000,000,000 to 3,000,000,000.

All share and per share date in these consolidated financial statements and notes has been retrospectively restated to account for the stock splits.

NOTE 11 – OPERATING LEASES

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

On January 8, 2014, and amended on January 30, 2014, NRG, a subsidiary of the company signed a sub-lease for ten mining claims held NRG under a lease, to permit exploration and mining for barite. The lease is for a period of 8 years. The lease, as amended, provides that NRG will receive an initial payment of $40,000, advance annual payments of $20,000 per year and provides for royalty payments to the NRG of $2.00 per yard of processed barite. The rights under the lease exclude any recovery of gold mineralization. The lease requires the lease holder to provide bonding and other regulatory deposits in respect of its mining activities to satisfy state and federal requirements and indemnification of the Company for breaches of the lease. The lease is subject to the over-lease held by NRG, and NRG is required to pay the holder of the over-lease $10,000 per year plus $0.50 per yard of barite processed.

The following is a schedule by years of future minimum lease payments required under operating leases that have initial or remaining non-cancellable lease terms in excess of one year as of September 30, 2014:

Year ended	Total
December 31, 2014	$	40,000
December 31, 2015		50,000
December 31, 2016		50,000
December 31, 2017		50,000
December 31, 2018		50,000
Total	$	240,000

Nevada Rae Gold has a lease for its mobile office at a cost of approximately $407 per month. This lease was accounted for as an operating lease on a month to month basis. Rental Expense for the nine months ended September 30, 2014 and 2013 was $3,663.

NOTE 12 – MAJOR CUSTOMERS

For the nine months ended September 30, 2014 and in 2013, there were no gold sales. In prior years, all gold sales were made to two refineries. Many refineries are available with similar pricing and the refineries were chosen for convenience.

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

NOTE 13 – NON–CONTROLLING INTEREST

On November 2, 2012, the board of Pacific Gold Corp. agreed to a dividend of up to 5,000,000 of the shares of Pacific Metals Corp. One share of Pacific Metals Corp. was distributed as a dividend to shareholders of the Company for every 420 shares of Pacific Gold Corp. owned by shareholders of record as of November 1, 2012. As a result of the stock dividend, Pacific Metals Corp. is no longer a wholly-owned subsidiary of the Company. The Company now holds a controlling interest of 75% in Pacific Metals Corp.

NOTE 14 – LEGAL PROCEEDINGS

On July 12, 2013, Nevada Rae Gold, Inc. was sued by Cashman Equipment Company for approximately $56,000 in past due equipment rentals in Clark County, Nevada, Case number A-13-685083-C. The Company believes that the amounts in question are overstated and did not apply appropriate credits. In April 2014 the company paid $35,000 to settle the suit in order to avoid significant legal fees.

A subsidiary of the Company, Nevada Rae Gold, Inc., has an outstanding tax obligation to the Internal Revenue Service. The IRS has asserted that approximately $300,000 is owed at this time. The IRS has filed a general lien on all the properties of Nevada Rae, and is taking steps to enforce the liens and collect the funds owed. The enforcement actions will include seeking and taking any funds that are in the company’s bank accounts, causing any persons owing funds to Nevada Rea to direct the funds to the IRS, and taking possession of assets of Nevada Rae and selling them. These actions would be disruptive to the operations of the Company and the subsidiary and may impair the ability of Nevada Rae to operate. In that event, Nevada Rae will be unable to generate any revenues and the financial position of the Company will be severely impaired and the Company may have to curtail its subsidiary’s operations or put the subsidiary into receivership. In April 2014 the company has made payments total of approximately $170,000 towards its amounts owing to the IRS.

NOTE 15 – GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2014, the Company had an accumulated deficit of $45,917,146, negative working capital of $1,106,175, and negative cash flows from the nine months ended September 30, 2014 of $585,760, raising substantial doubt about its ability to continue as a going concern. During the nine months ended September 30, 2014, the company financed its operations through the sale of securities, proceeds received from sale of mining claims, and issuance of debt.

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

NOTE 16 – SUBSEQUENT EVENTS

On October 20, 2014, the company agreed to the assignment of $17,500, in principal amount of outstanding notes to a non – affiliate third party investor. In connection with the transfer, the Company agreed to modify the rate of conversion of principal and interest into shares of common stock to a formula based on the market value of a share of common stock, from time to time. As a result of the modifications, the notes had a conversion rate of 50% discount to the market price calculated as the lowest VWAP for the common stock during the ten trading day period ending the latest complete trading day prior to conversion date. The debenture holders of the convertible note converted the $17,500 in principal into 350,000,000 shares of common stock.

On December 12, 2014, the company the Company sold 15,110,823 shares of Pacific Metals Corp. for $136,000 in a private transaction. As a result, as of date of sale, Pacific Metals Corp. has ceased being a subsidiary of the company.

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

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

Forward Looking Statements

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

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

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

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

Introduction

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

Pacific Gold Corp. has ~~three~~two subsidiaries through which it holds ~~various~~ mineral prospects in Nevada~~. The Two subsidiaries are wholly-owned and include~~; Nevada Rae Gold, Inc., and Fernley Gold, Inc.

Nevada Rae Gold, Inc.

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

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

20Through March 31, 2015 the Company has invested approximately $11,958,298 into NRG.

~~Through September 30, 2014 the Company has invested approximately $11,861,275 into NRG.~~12

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

Project W (formerly Pilot Mountain Resources Inc.)

On February 18, 2014, the ~~company~~Company completed an amendment to its Option and Asset Sale Agreement with Pilot Metals Inc. As amended, instead of $850,000 to be paid on March 31, 2014 and $1,000,000 on the commencement of commercial mining, the ~~company~~Company received $200,000 on February 18, 2014 and received $400,000 on March ~~31st~~31,2014 with $1,500,000 to be received on the commencement of commercial mining. Pilot Metals has an option that is good until September 30, 2014, to purchase $500,000 of the final $1,500,000 payment for $250,000.

The payments made to PMR are subject to a 15% royalty to Platoro West, Inc. ~~all~~ All royalty payments have been made.

Pilot Mountain Resources Inc. was merged into Pacific Gold Corp. on September 30, 2013.

Fernley Gold, Inc.

There were no material changes to report for Fernley Gold during the ~~third~~first quarter of ~~2014~~ 2015.

Financial Condition and Changes in Financial Condition

The Company had no revenue from the sale of gold ~~for~~ in the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015.

Operating expenses for the ~~nine~~three months ended ~~September 30~~March 31, ~~2014~~2015, totaled $~~530~~111,~~376~~940. The Company incurred labor, fuel and ~~productions~~other costs associated ~~with the various mining activities. Equipment operating costs, tools and materials of $5,806 were incurred~~ primarily to maintain the plant and equipment at Black Rock Canyon. ~~Legal and professional fees of $72,693 were incurred for services performed with respect to acquisitions and mining prospect evaluation, as well as SEC reporting compliance and accounting fees.~~ The Company ~~also~~had ~~incurred~~a ~~expenses~~foreign ~~related~~exchange togain ~~geological~~of ~~studies~~$1,118 ~~fieldwork, site visits, preparation of mining permit applications~~ and ~~consulting~~had ~~fees~~rent expense of $285,~~374~~000. Interest expense totaled $~~386~~59,~~594;~~613. Amortization of ~~this~~debt discount ~~amount,~~totaled $~~214~~156,~~248 was a non-cash expense that included amounts for interest on the convertible debentures that were not paid out in cash~~250. The remaining expenses relate to general administrative expenses. ~~We believe we will incur substantial expenses for the near term as we build up operations at the Black Rock Canyon Mine and progress with our evaluations of future mining prospects.~~

The Company had no revenue from the sale of gold ~~for~~ in the ~~nine~~three months ended ~~September~~March 3031, ~~2013~~2014.

Operating expenses for the ~~nine~~three months ended ~~September 30~~March 31, ~~2013~~2014, totaled $~~647~~245,~~033~~560. The Company incurred labor, fuel and productions costs associated with the various mining activities. Equipment operating costs, tools and materials of $262,~~231~~049 were incurred primarily to maintain the plant and equipment at Black Rock Canyon. Legal and professional fees of $9932,~~978~~ 479 were incurred for services performed with respect to acquisitions and mining prospect evaluation, as well as SEC reporting compliance and accounting fees. The Company also incurred expenses related to geological studies, fieldwork, site visits, preparation of mining permit applications and consulting fees of $5222,~~848~~735. Interest expense totaled $~~626~~126,~~454~~698; of this amount, $~~417~~65,~~775~~575 was a non-cash expense that included amounts for interest on the convertible debentures that were not paid out in cash. Amortization of debt discount totaled $88,446. The remaining expenses relate to general administrative expenses. We believe we will incur substantial expenses for the near term as we build up operations at the Black Rock Canyon Mine and progress with our evaluations of future mining prospects.

The Company had no revenue from the sale of gold for the three months ended September 30, 2014.

Operating expenses for the three months ended September 30, 2014, totaled $147,963. The Company incurred labor, fuel and productions costs associated with the various mining activities. Equipment operating costs, tools and materials of $1,641 were incurred primarily to maintain the plant and equipment at Black Rock Canyon. Legal and professional fees of $18,232 were incurred for services performed with respect to acquisitions and mining prospect evaluation, as well as SEC reporting compliance and accounting fees. The Company also incurred expenses related to geological studies, fieldwork, site visits, preparation of mining permit applications and consulting fees of $1,342. Interest expense totaled $118,091; of this amount, $53,086 was a non-cash expense that included amounts for interest on the convertible debentures that were not paid out in cash. The remaining expenses relate to general administrative expenses. We believe we will incur substantial expenses for the near term as we build up operations at the Black Rock Canyon Mine and progress with our evaluations of future mining prospects.

The Company had no revenue from the sale of gold for the three months ended September 30, 2013.

Operating expenses for the three months ended September 30, 2013, totaled $267,239. The Company incurred labor, fuel and productions costs associated with various mining activities. Equipment operating costs, tools and materials of $13,246 were incurred primarily to maintain the plant and equipment at Black Rock Canyon. Legal and professional fees of $24,039 were incurred for services performed with respect to acquisitions and mining prospect evaluation, as well as SEC reporting compliance and accounting fees. The Company also incurred expenses related to geological studies, fieldwork, site visits, preparation of mining permit applications and consulting fees of $34,103. Interest expense totaled $70,533; of this amount, $8,495 was a non-cash expense that included amounts for interest on the convertible debentures that were not paid out in cash. The remaining expenses relate to general administrative expenses. We believe we will incur substantial expenses for the near term as we build up operations at the Black Rock Canyon Mine and progress with our evaluations of future mining prospects.

Liquidity and Capital Resources

Since inception to ~~September~~March 3031, ~~2014~~2015, we have funded our operations from the sale of securities, issuance of debt and loans from a shareholder.

As of ~~September~~March 3031, ~~2014~~2015, our assets totaled $1405,~~099~~739,~~229,~~ which consisted primarily of mineral rights, land and water rights, and related equipment. Our total liabilities were $32,~~814~~909,~~781~~519 which primarily consisted of related parties’ notes payable and accrued interest of $21,~~375~~463,~~000~~750, accounts payable and accrued expenses of $1,~~109~~145,~~864~~309, and promissory notes with accrued interest of $~~265~~285,~~000~~460. We had an accumulated deficit of $4547,~~917~~122,~~146~~805 and a working capital deficit of $1,~~106~~150,~~175~~047 at ~~September~~March 3031, ~~2014~~2015.

For the nine months ended September 30, 2014, the convertible note holders have converted $336,844 in principal and $9,150 in accrued interest on the Convertible notes. An additional $210,000 was assigned to the convertible notes. The conversion rate of the notes is discussed in Note 9 to the consolidated financial statements.

For the nine months ended September 30, 2014, the company issued additional $115,000 in promissory notes to a non–related party. The promissory notes are due on June 30, 2016. Interest expense on the promissory notes accrues at a rate of 10% per annum. Interest accrued on the notes for the nine months ended September 30, 2014 was $16,320. At September 30, 2014 the balance on the promissory notes was $265,000, representing promissory notes owed to an individual debt holder.

As of September 30, 2014, Pacific Gold owes $1,270,000 in principal and $31,251 in accrued interest to a company owned by the Chief Executive Officer. The amount due is represented by a promissory note accruing interest at 10% per year. The note was due on June 30, 2016 and is convertible into shares of common stock of Pacific Gold at $0.001 per share. On June 10, 2013 the Company issued 300,000 of Series A preferred shares on conversion of $300,000 of the note principal. For the nine months ended September 30, 2014, the company received $26,000 in additional proceeds and have paid $181,500 towards the balance.

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

New Accounting Pronouncements

Pacific Gold does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, or any of its subsidiaries’ operating results, financial position, or cash flow.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A

ITEM 4. CONTROLS AND PROCEDURES

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

As required by Rules 13a-15 and 15d-15 under the Exchange Act, the Certifying Officers carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of ~~September~~March 3031, ~~2014~~ 2015. Their evaluation was carried out with the participation of other members of the Company’s management. Based on an evaluation conducted by management, of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15(e) management concluded that our disclosure controls and procedures were ineffective as of ~~September~~March 3031, ~~2014~~ 2015. Our disclosure controls and procedures did not ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act was (i) recorded, processed, summarized and reported within the time periods specified by the SEC rules, and (ii) the necessary information was not accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure as specified by the SEC rules and forms.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that:

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

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

(c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the consolidated financial statements.

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

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

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

2314

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A subsidiary of the Company, Nevada Rae Gold, Inc., has an outstanding tax obligation to the Internal Revenue Service. The IRS has asserted that approximately $~~115~~180,~~000~~200 is owed at this time. The IRS has filed a general lien on all the properties of Nevada Rae, and is taking steps to enforce the liens and collect the funds owed. The enforcement actions will include seeking and taking any funds that are in the company’s bank accounts, causing any persons owing funds to Nevada Rea to direct the funds to the IRS, and taking possession of assets of Nevada Rae and selling them. These actions would be disruptive to the operations of the Company and the subsidiary and may impair the ability of Nevada Rae to operate. In that event, Nevada Rae will be unable to generate any revenues and the financial position of the Company will be severely impaired and the Company may have to curtail its subsidiary’s operations or put the subsidiary into receivership.

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

ITEM 1A. RISK FACTORS

N/A

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

During the quarter the Company issued ~~a total of 1~~625,~~746~~000,~~356,365~~000 shares of common stock in exchange for ~~debt repayment of~~ $8662,~~986~~500 inof ~~principal,~~convertible ~~and~~promissory ~~$2,115 in interest~~notes.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Mine

/Operating

Name

MSHA ID

Section

104

S & S

Citations

(#)

Section

104 (b)

Orders

(#)

Section

104(d)

Citations

& Orders

(#)

Section

110(b)(2)

Violations

(#)

Section

107 (a)

Orders

(#)

Value of

MSHA

Assessments

Proposed

($)

Mining

Related

Facilities

(#)

Received

Notice of

Pattern of

Violations

Section

104 (e)

(Yes / No)

Received

Notice of

Potential

to have

Pattern

Under

Section

104 (e)

(Yes / No)

Legal

Actions

Pending

as of

Last

Day of

Period

(#)

Legal

Actions

Initiated

During

Period

(#)

Legal

Actions

Resolved

During

Period

(#)

Black Rock Canyon /

2602572

The Black Rock Canyon mine did not receive any citations for the ~~nine~~three months ended March ~~September 30~~31, ~~2014~~2015.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

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

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

3132.21 Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. *

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

32.1

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

10.1

Convertible Note issued to Jabi Inc. on June 30, 2014 *

* Filed herewith

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SIGNATURES

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

(Registrant)		PACIFIC GOLD CORP.
By:		/s/ Robert Landau
		Robert Landau, President
		(Chief Executive Officer)
Date:		January 12, 2015

(Registrant)		PACIFIC GOLD CORP.

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

Date:

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

Signatures	Title	Date
/s/ Robert Landau	Chief Executive Officer, Chief Financial Officer ,Secretary, Treasurer and Director	January 12, 2015
Robert Landau

Signatures	Title	Date

/s/ Robert Landau	Chief Executive Officer, Chief Financial Officer and Director
Robert Landau

2617

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