UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

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

SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2014~~2015

COMMISSION FILE NUMBER 000-32629

PACIFIC GOLD CORP.


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


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

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

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


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

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

Common Stock, $0.0000000001 par value, 10,000,000,000 shares authorized

(Title of Class)

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

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

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

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

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

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


Large accelerated filer o		Accelerated filer o

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

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

As of ~~June~~July 3010, ~~2014~~2017 the aggregate market value of the voting stock held by non-affiliates was approximately $~~245~~364,~~786~~464.

As of ~~January~~July 1110, ~~2016~~2017, the Company had outstanding 4,269,909,409 shares of its common stock, par value $0. 0000000001.

TABLE OF CONTENTS

ITEM NUMBER AND CAPTION		PAGE
PART I
ITEM 1.	DESCRIPTION OF BUSINESS	3
ITEM 1A.	RISK FACTORS	74
ITEM 2.	PROPERTIES	85
ITEM 3.	LEGAL PROCEEDINGS	85
ITEM 4.	MINE SAFETY DISCLOSURE	95
PART II
ITEM 5.	MARKET FOR REGISTRANTS COMMON EQUITY & RELATED STOCKHOLDER MATTERS	96
ITEM 6.	SELECTED FINANCIAL DATA	107
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	118
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	1310
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	1411
ITEM 9A.	CONTROLS AND PROCEDURES	1411
ITEM 9B.	OTHER INFORMATION	1512
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	1512
ITEM 11.	EXECUTIVE COMPENSATION	1613
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	1714
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	1714
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	1815
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	1815

PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS

Pacific Gold Corp. (“Pacific Gold” or “the Company”) is engaged in the identification, acquisition, and development of mining prospects believed to have known gold, tungsten or ~~tungsten~~uranium/vanadium 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~~Projects ~~Gold Corp. has two subsidiaries through which it holds mineral prospects in Nevada. The Two subsidiaries are wholly-owned~~ and ~~include; Nevada Rae Gold, Inc., Fernley Gold, Inc.~~Royalties

~~Operating~~Black ~~Subsidiaries~~Rock Canyon Mine (formerly Nevada Rae Gold, Inc.)

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 that was due to the Company on July 15, 2016, of which $54,777 was used to satisfy remaining payroll liabilities taxes; and a royalty of 4% on all Nevada Rae Gold, Inc. gold sales up to a maximum total royalty payments of $720,000. All of the payments are subject to a 10% finder’s fee which has not yet been paid.

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

~~The~~Pilot ~~property~~Mountain ~~consists~~Resources ~~of federal mining claims and leased private land~~Inc. ~~The federal mining claims are managed by the Bureau of Land Management~~ (“~~BLM~~PMR”) ~~and~~was ~~require~~merged ~~annual~~into ~~renewal~~Pacific ~~payments~~Gold ~~prior~~Corp. toon September 130, ~~of each year~~2013. ~~The leased ground requires the Company to pay a royalty from production with a portion of the royalty paid in advance each year.~~

~~The~~On ~~area~~February is18, ~~accessible~~2014, bythe ~~state~~Company ~~highway~~completed ~~306,~~ an ~~all-weather~~amendment ~~asphalt~~to ~~road~~its Option and ~~about~~Asset 22Sale ~~miles~~Agreement ~~south~~with ~~from~~Pilot ~~Interstate~~Metals 80Inc. ~~The~~ ~~property~~As ~~where~~amended, ~~the~~instead ~~prospects~~of ~~are~~$850,000 ~~located~~to ~~has~~be anpaid ~~all-weather~~on ~~gravel~~March ~~road~~31, ~~established~~2014 inand $1,000,000 on the ~~1970s~~commencement ~~for~~of ~~prior~~commercial mining, ~~operations~~the ofCompany ~~barite. The~~received ~~prospects~~$200,000 ~~also~~on ~~have~~February ~~access~~18, to2014 ~~electricity~~ and ~~water~~received ~~sufficient~~$400,000 ~~for~~on ~~exploration~~March 31, ~~development~~2014 ~~and~~with ~~later~~$1,500,000 ~~extractive~~to ~~and~~be ~~milling~~received ~~activities~~on ifthe ~~warranted~~commencement ~~and~~of ~~undertaken~~commercial mining.

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

Graysill Vanadium/Uranium Mining Claims

The Company owns 40 unpatented lode mining claims in San Juan and Dolores Counties, Colorado immediately southeast of Bolam Pass.

Description and Location

The claims are located at an elevation of 11,000 feet above mean sea level and are accessible by a dirt road that is maintained during the summer months by the United States Forest Service. The property, which is referred to as the Graysill Property, encompasses the historic Graysill Mine, a past producer of vanadium and uranium ore. The Graysill Mine is known to have produced vanadium and by-product uranium during a period of approximately twenty years after World War II. Before the mine ceased production, approximately 32,000 tons of ore were mined with a reported grade of 2.41% vanadium pentoxide and 0.09% uranium oxide. In 1989, representatives of the United States Department of the Interior, Bureau of Mines Division, examined a number of abandoned mines in the San Juan National Forest, one of which was the Graysill Mine. Subsequently, in 1992, the Bureau of Mines produced a Mineral Land Assessment Open File Report titled "Mineral Appraisal of San Juan National Forest, Colorado". Most of the information relating to the Graysill Mine and the geology and mineralization of the general area within which the Graysill Property is located was obtained from this Open File Report.

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

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

~~The~~During ~~nearby~~the ~~towns~~past ~~appear~~50 toyears, ~~have~~the ageneral ~~supply~~region ofwithin ~~skilled~~which ~~workers~~the ~~familiar~~property ~~with~~is ~~earthmoving~~located ~~equipment~~has ~~and~~been ~~surface~~subjected ~~mining~~to ~~experience.~~several ~~Equipment~~periods ~~also~~of ~~appears~~extensive toexploration. beThe ~~available~~major ~~for~~programs ~~purchase~~were orcarried ~~lease.~~out Weby ~~have~~Vanadium ~~acquired~~Corporation ~~100%~~ of ~~two~~America ~~existing~~during ~~wells in~~ the ~~area~~late ~~which~~1940's ~~can~~and ~~supply~~early ~~the~~1950's, ~~necessary~~and ~~amounts~~by ofAtlas ~~water~~Corporation ~~for~~in the ~~operation~~late as1970s. weAlthough ~~intend~~the tocollective ~~employ~~efforts ~~re-circulation~~of ~~methodologies.~~these Wecompanies ~~have~~resulted ~~also~~in ~~acquired~~the ~~13.67~~discovery ~~acres~~and definition of ~~fee~~significant, ~~land~~high ~~available~~grade ~~adjacent~~vanadium toreserves ~~the~~containing ~~wells~~a ~~which~~high ~~can~~incidence ~~accommodate~~of ~~the~~uranium, ~~screening~~a ~~plant,~~major ~~tailings~~decline ~~ponds,~~in ~~workshop~~the ~~and~~market ~~on-site~~for ~~office. The~~these ~~wells~~commodities ~~and~~in ~~adjacent~~the ~~land~~early ~~are~~1980s ~~approximately~~eliminated ~~four~~all ~~miles~~interest ~~from~~in the ~~mining~~area ~~claims~~at that time.

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

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

History of Mining

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

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

Local Geology

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

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

Prospects

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

Operations

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

Through December 31, 2014 the Company has invested approximately $11,923,989 into NRG.

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

Fernley Gold, Inc.

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

Location

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

Regional Geology

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

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

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

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

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

Exploration

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

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

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

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

Regulation

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

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

Competition

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

Employees

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

ITEM 1A. RISK FACTORS

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

N/A

ITEM 2. DESCRIPTION OF PROPERTY

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

Pacific Gold Corp.

The head office of Pacific Gold is located at ~~555~~#304-85 ~~Richmond~~Scarsdale ~~Street West Suite 602~~Rd., Toronto Ontario, ~~M5V3B1~~M3B2R2. Pacific Gold is using office space provided by its CEO on a gratis basis.

~~Nevada~~The ~~Rae~~Company ~~Gold~~has staked 40 lode claims (BLM file no. CMC259820) covering approximately 800 acres in San Juan and Delores Counties, ~~Inc~~Colorado.

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

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

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

Fernley Gold, Inc.

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

ITEM 3. 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 $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 2014 the company has made payments total of approximately $170,000 towards its amounts owing to the IRS.

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.

8ITEM 4. MINE SAFETY DISCLOSURE

~~ITEM 4. MINE SAFETY DISCLOSURE~~N/A

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~~PART ~~Black Rock Canyon mine did not receive any citations for the year ended December 31, 2014.~~II

PART II

Market for Common Stock

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

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

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

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

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

	2014				2013
	2015				2014
QUARTER ENDED	HIGH		LOW		HIGH		LOW
December 31	$	0.~~0006~~0001	$	0.~~0004~~0001	$	0.~~0055~~0006	$	0.~~0032~~0004
September 30	$	0.~~0004~~0001	$	0.~~0003~~0001	$	0.~~0240~~0004	$	0.~~0120~~0003
June 30	$	0.~~0002~~0001	$	0.0001	$	0.~~0388~~0002	$	0.~~0120~~0001
March 31	$	0.0001	$	0.0001	$	0.~~7813~~0001	$	0.~~1871~~0001

Holders

As of ~~March~~July 2610, ~~2015~~2017 the ~~Company~~has ~~believes~~approximately ~~that there are well over~~ 7,000 shareholders of record and beneficial holders of our common stock who hold through brokerage and similar accounts.

Dividends

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

Securities authorized for issuance under equity compensation plans


Plan Category	Plan Name	Number of securities to be issued upon exercise of outstanding warrants, options and rights.	Weighted Average exercise price of outstanding warrants, options and rights.	Number of Securities Remaining available for future issuance under equity compensation plans.
	2013 Equity Performance Plan	-0-	N/A	50,000,000
Totals:		-0-	N/A	50,000,000

Recent Sales of Unregistered Securities

During the fourth quarter of 2014 upon conversion of outstanding debt, Pacific Gold issued an aggregate of 350,000,000 shares of common stock at a conversion price between $0.00005 in a transaction qualifying under Section 4(2) of the Securities Act to accredited investors.None

ITEM 6. SELECTED FINANCIAL DATA

N/A

107

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

Forward Looking Statements

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

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

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

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

Financial Condition and Changes in Financial Condition

Overall Operating Results:

The Company had no revenues from the sale of gold for the year ended December 31, 2015.

Operating expenses for the year ended December 31, 2015 totaled $393,716. Executive salaries incurred were $48,000 for the year. Legal and professional fees of $112,995 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 $5,850. Advertising and public relations expenses totaled $114. Interest expense totaled $244,144 for the year for interest accrued on debt and interest expensed for late fees on trade payables. The remaining expenses relate to office, general administrative and stock transfer agent fees. We believe we will incur substantial expenses for the near term with our evaluations of future mining prospects.

The Company had no revenues from the sale of gold for the year ended December 31, 2014.

Operating expenses for the year ended December 31, 2014 totaled $677,122. The Company incurred labor costs associated with the various mining activities. Labor costs were $192,346 for the year. Equipment operating costs, tools and materials of $7,774, were incurred primarily to maintain the plant and equipment at Black Rock Canyon. Legal and professional fees of $121,917 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 $42,632. Advertising and public relations expenses totaled $1,579. Interest expense totaled $499,687 for the year; of this amount, $262,474 was a non-cash expense that included amounts for interest on the Convertible Debentures that were not paid out in cash, $237,213 was interest accrued on debt and interest expensed for late fees on trade payables. The remaining expenses relate to office, general administrative and stock transfer agent fees. We believe we will incur substantial expenses for the near term as we build up operations at the Black Rock Canyon Mine and progress with our evaluations of future mining prospects.

The Company had no revenues from the sale of gold for the year ended December 31, 2013.

Operating expenses for the year ended December 31, 2013 totaled $815,021. The Company incurred labor costs associated with the various mining activities. Labor costs were $231,406 for the year. Equipment operating costs, tools and materials of $21,004 were incurred primarily to prepare the plant and equipment at Black Rock Canyon for operations. Legal and professional fees of $178,541 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 $38,921. Advertising and public relations expenses totaled $14,513. Interest expense totaled $742,749 for the year; of this amount, $471,334 was a non-cash expense that included amounts for interest on the Convertible Debentures that were not paid out in cash, $271,415 was interest accrued on debt and interest expensed for late fees on trade payables. The remaining expenses relate to office, general administrative and stock transfer agent fees. We believe we will incur substantial expenses for the near term as we build up operations at the Black Rock Canyon Mine and progress with our evaluations of future mining prospects.

Liquidity and Capital Resources:

Since inception to December 31, ~~2014~~2015, we have funded our operations from the sale of securities, issuance of debt and loans from a shareholder.

As of December 31, 2014, our assets totaled $481,964, which consisted primarily of land and water rights, and related equipment. Our total liabilities were $2,699,839 which primarily consisted of related parties’ notes payable of $1,292,763, accounts payable and accrued expenses of 1,128,492, and promissory notes of $278,584. We had an accumulated deficit of $46,774,400 and a working capital deficit of $1,076,474 at December 31, 2014.8

~~For~~As ~~the~~of ~~year ended~~ December 31, ~~2014~~2015, ~~the~~our ~~convertible~~assets ~~note~~totaled ~~holders~~$45,358, ~~have~~which ~~converted~~consisted of $~~354~~45,~~344~~223 inreceivable ~~principal~~from the sale of Nevada Rae Gold, Inc, and $~~9,150~~135 in ~~accrued~~cash. ~~interest~~Our ontotal ~~the~~liabilities ~~Convertible~~were $3,102,198 which primarily consisted of related parties’ notes. Anpayable ~~additional~~of $~~227~~1,~~500~~887,876, ~~was~~accounts ~~assigned~~payable toand ~~the~~accrued ~~convertible~~expenses of $641,005, and promissory notes of $265,000. ~~The~~ ~~conversion~~We ~~rate~~had an accumulated deficit of ~~the~~$47,675,865 ~~notes~~and isa ~~discussed~~working incapital ~~Note~~deficit 9of to$595,647 ~~the~~at ~~consolidated~~December ~~financial~~31, ~~statements~~2015.

~~For~~As ~~the~~of ~~year ended~~ December 31, ~~2014~~2015, ~~the~~Pacific ~~company~~Gold ~~issued~~owes ~~additional~~$1,248,376 in principal and $~~115~~121,~~000~~269 in ~~promissory~~accrued ~~notes~~interest to a ~~non–related~~company ~~party~~owned by the Chief Executive Officer. The amount due is represented by a promissory ~~notes~~note ~~are~~accruing ~~due~~interest onat ~~June~~10% ~~30,~~per ~~2016~~year. ~~Interest~~The ~~expense~~note is due on ~~the~~June ~~promissory~~30, ~~notes~~2019 ~~accrues~~and atis aconvertible ~~rate~~into shares of ~~10%~~common ~~per~~stock ~~annum.~~of ~~Interest~~Pacific ~~accrued~~Gold onat ~~the~~$0.0001 ~~notes~~per ~~for~~share. For the year ended December 31, ~~2014 was $40~~2015,~~636.~~ Atthe ~~December~~Company 31received $101,872 ~~2014~~in ~~the~~additional ~~balance~~proceeds onand ~~the~~have ~~promissory~~paid ~~notes was~~ $~~265~~18,~~000,~~496 ~~representing~~towards ~~promissory~~the ~~notes~~balance. ~~owed~~The tonote anis ~~individual~~presented ~~debt~~net ~~holder~~of $312,500 in discount.

As of December 31, ~~2014~~2015, Pacific Gold owes ~~$227,500~~a intotal ~~principal~~of ($1952,~~165,~~000, ~~net of $937,500~~ in ~~discount)~~principal and $62146,~~164~~295 in accrued interest to a ~~company~~related ~~owned~~party byof ~~the~~our Chief Executive Officer. The amount due is represented by a promissory ~~note~~notes accruing interest at 10% per year. ~~The~~and ~~note was~~ due on June 30, ~~2016~~2019 and is convertible into shares of common stock of Pacific Gold at $0.~~001~~01 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 year ended December 31, 2014, the company received $58,230 in additional proceeds and have paid $318,730 towards the balance.

As of December 31, 2014, Pacific Gold owes a total of $952,000 in principal and $51,099 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 year ended December 31, 2014, the company received $246,835 in additional proceeds and have sold $90,000 of the notes to a third party investor.

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.

Critical Accounting Principals

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

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

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

Off Balance Sheet Arrangements

None.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firms	F-1
Consolidated Balance Sheets as of December 31, 2014 and 2013	F-3
Consolidated Balance Sheets as of December 31, 2015 and 2014	F-3
Consolidated Statements of Operations for the years ended December 31, 2014 and December 31, 2013	F-4
Consolidated Statements of Operations for the years ended December 31, 2015 and December 31, 2014	F-4
Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2014 and December 31, 2013	F-5
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2015 and December 31, 2014	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2014 and December 31, 2013	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2015 and December 31, 2014	F-6
Notes to Consolidated Financial Statements	F-7

1310

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Pacific Gold Corp.

We have audited the accompanying consolidated balance sheet of Pacific Gold Corp. (the “Company”) as of December 31, 2015, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended. These consolidated financial statements are the responsibility of Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Pacific Gold Corp. as of December 31, 2015, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 11, the Company has incurred net losses and negative cash flow from operations since inception. These factors, and the need for additional financing in order for the Company to meet its business plans, raise substantial doubt about the Company’s ability to continue as a going concern.

/s/ Accell Audit & Compliance, P.A.

Tampa, Florida

July 5, 2017

4806 West Gandy Boulevard i Tampa, Florida 33611 i 813.440.6380

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Pacific Gold Corp.

We have audited the accompanying consolidated balance sheet of Pacific Gold Corp. (the “Company”) as of December 31, 2014, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Pacific Gold Corp. for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1411 to the consolidated financial statements, the Company has negative working capital and has incurred losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 1411. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ KLJ & Associates, LLP

KLJ & Associates, LLP

Edina, MN

January 25, 2016

F-1

Silberstein Ungar, PLLC CPAs and Business Advisors
	Phone (248) 331-5465
	Fax (248) 281-0940
	20750 Civic Center Drive, Suite 418
	Southfield, MI 48076

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Pacific Gold Corp.

Las Vegas, NV

We have audited the accompanying consolidated balance sheet of Pacific Gold Corp. as of December 31, 2013, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Pacific Gold Corp., as of December 31, 2013 and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 14 to the consolidated financial statements, the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 14. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Silberstein Ungar, PLLC

Silberstein Ungar, PLLC

March 28, 2014

F-2

Pacific Gold Corp.

Consolidated Balance Sheets

	December 31,		December 31,
	December 31		December 31,
	2014		2013
	2015		2014
ASSETS
Current Assets:
Cash and Cash Equivalents	$	~~52,018~~135	$	252,~~020~~018
Prepaid Expenses		-		4,709
Amounts Receivable for Assets Sale		45,223		-
Amounts Receivable for Assets Sale		-		-
Total Current Assets		45,358		52,018
Total Current Assets		52,018		6,729
Mineral Rights, Plant and Equipment
Mineral rights, net		-		544,715
Plant and Equipment, net		-		128,338
Plant and Equipment, net		128,338		234,710
Water Rights and Wells		-		90,000
Water Rights and Wells		90,000		90,000
Land		-		13,670
Land		13,670		13,670
Total Mineral Rights, Plant and Equipment, net		-		232,008
Total Mineral Rights, Plant and Equipment, net		232,008		883,095
Intangibles
Total Intangibles, net		-		8,417
Other Assets:
Amounts Receivable for Assets Sale		-		830,233
Reclamation Bond		-		197,938
Reclamation Bond		197,938		197,938
TOTAL ASSETS	$	45,358	$	481,964
Total Other Assets		197,938		1,028,171
TOTAL ASSETS	$	481,964	$	1,926,412
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable	$	~~890~~481,~~240~~693	$	~~899~~890,~~849~~240
Accrued Expenses		~~238~~159,~~252~~312		~~333~~238,~~281~~252
Accrued Interest - Convertible Note		-		13,023
Total Current Liabilities		641,005		1,128,492
Convertible Notes, Net		-		86,782
Accrued Interest - Promissory Notes		41,088		13,584
Derivative Liability		-		350,832
Convertible Promissory Notes, long - term portion		265,000		265,000
Accrued Interest - Promissory Notes, short - term portion		-		36,888
Accrued Interest - Related Party Notes Payable		267,229		113,263
Promissory Notes, short - term portion		-		223,500
Related Party Convertible Notes Payable - long - term portion, net of discount		1,887,876		1,179,500
Accrued Interest - Related Party Notes Payable		-		293,082
Total Liabilities		3,102,198		2,699,839
Related Party Notes Payable		-		2,098,680
Commitments and Contingencies
Total Current Liabilities		1,128,492		4,335,917
Long Term Liabilities:
Accrued Interest - Promissory Notes		13,584		-
Promissory Notes, long - term portion		265,000		-
Accrued Interest - Related Party Notes Payable		113,263		-
Related Party Notes Payable - long - term portion, net		1,179,500		-
Total Liabilities		2,699,839		4,335,917
Stockholders' Deficit:
Preferred Stock - $0.001 par value; 5,000,000 shares authorized, 300,000 shares outstanding at December 31, 2014 and, 2013		300		300
Preferred Stock - $0.001 par value; 5,000,000 shares authorized, 300,000 shares outstanding at December 31, 2015 and, 2014		300		300
Common Stock - $0.0000000001 par value; 10,000,000,000 shares authorized, 3,644,909,409 and 145,844,832 shares issued and outstanding at December 31, 2014 and, 2013, respectively		-		-
Common Stock - $0.0000000001 par value; 10,000,000,000 shares authorized, 4,269,909,409 and 3,644,909,409 shares issued and outstanding at December 31, 2015 and, 2014, respectively		-		-
Additional Paid-in Capital		44,~~556~~618,~~225~~725		4244,~~174~~556,~~767~~225
Non - Controlling Interests		-		(12,816)
Accumulated Deficit		(47,675,865)		(46,774,400)
Accumulated Deficit		(46,774,400)		(44,571,756)
Total Stockholders' Deficit		(3,056,840)		(2,217,875)
Total Stockholders' Deficit		(2,217,875)		(2,409,505)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	45,358	$	481,964
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	481,964	$	1,926,412

See accompanying notes to the consolidated financial statements

F-3

Pacific Gold Corp.

Consolidated Statements of Operations

	Year Ended
	Years Ended
	December 31,		December 31,
	December 31		December 31
	2014		2013
	2015		2014
Revenue:
Revenue	$	-	$	-
Total Revenue	$	-	$	-
Production Costs
Production Costs		-		-
Depreciation		49,911		106,173
Depreciation		106,173		145,684
Gross Margin		(49,911)		(106,173)
Gross Margin		(106,173)		(145,684)
Operating Expenses:
General and Administrative		~~677~~393,~~122~~716		~~815~~677,~~021~~122
Inventory Write Down		-		-
Total Operating Expenses		393,716		677,122
Total Operating Expenses		677,122		815,021
Loss from Operations		(443,627)		(783,295)
Loss from Operations		(783,295)		(960,705)
Other Income (Expenses)
Gain on Extinguishment of Debt		~~254,625~~-		~~200~~254,~~571~~625
Gain on Sale of Assets		135,312		940,879
Gain on Sale of Subsidiary		390,917		129,918
Change in Fair Value of Derivative Liability		~~72,841~~-		~~720~~72,~~241~~841
Sub Lease Rents		4020,000		-40,000
Imputed Interest Income		~~19,767~~-		3919,~~535~~767
Foreign Exchange Gain (Loss)		3,925		2,855
Foreign Exchange Gain		1,822		3,925
Other Income		-		4,016
Gain (Loss) on Sale of Equipment		(1,433)		5,394
Gain (Loss) on Sale of Equipment		-		(11,283)
Bad Debt Expense		-		(250,000)
Bad Debt Expense		(250,000)		-
Interest Expense		(244,144)		(499,687)
Interest Expense		(499,687)		(742,749)
Impairment Loss		-		(583,870)
Impairment Loss		(583,870)		-
Amortization of Debt Discount		(625,000)		(612,262)
Amortization of Debt Discount		(612,262)		(667,365)
Total Other Income (Expenses)		(457,838)		(1,419,349)
Total Other Income (Expenses)		(1,419,349)		486,700
Net Loss	$	(901,465)	$	(2,202,644)
Net Loss Before Non-Controlling Interests		(2,202,644)		(474,005)
Basic and Diluted Loss per Share	$	(0.00021)	$	(0.01126)
Less: Loss Attributable to Non - Controlling Interests		-		(10,583)
Net Loss		(2,202,644)		(463,422)
Basic and Diluted Loss per Share	$	(0.01126)	$	(0.017)
Weighted Average Shares Outstanding:
Basic and Diluted		~~195~~4,~~632~~255,~~378~~603,853		27195,~~691~~632,~~693~~378

See accompanying notes to the consolidated financial statements

F-4

Pacific Gold Corp.

Consolidated Statements of Stockholders' ~~Equity~~ Deficit

For the Years ended December 31, ~~2014~~2015 and ~~2013~~2014

		Common Stock					Preferred Shares					Additional paid in			Non – Controlling			Accumulated
											Additional			Non –
		Shares		Amount			Shares		Amount			Capital			Interests			Deficit			Total
	Common Stock					Preferred Stock					paid in			Controlling			Accumulated
Balance at January 1, 2013		1,206,426		$	-		-		$	-		$	30,201,102		$	(2,233)		$	(43,808,334)		$	(13,609,465)
	Shares		Amount			Shares		Amount			Capital			Interests			Deficit			Total
Conversions of Notes Payable		144,616,858			-		300,000			300			11,673,445			-			-			11,673,745
Balance at January 1, 2014	145,844,832		$	-		300,000		$	300		$	42,174,767		$	(12,816)		$	(44,571,756)		$	(2,409,505)
Deemed Dividend		-			-		-			-			300,000						(300,000)			-
Conversions of Notes Payable	3,499,064,577			-		-			-			2,381,458			-			-			2,381,458
Shares Issued for Rounding Adjustments		3,214			-		-			-			-			-			-			-
Reduction in Investment in Subsidiary	-			-		-			-			-			12,816			-			12,816
Shares Issued for Debt Settlement		18,334			-		-			-			220			-			-			220
Net Loss	-			-		-			-			-			-			(2,202,644)			(2,202,644)
Net Loss		-			-		-			-			-			(10,583)			(463,422)			(474,005)
Balance at December 31, 2014	3,644,909,409		$	-		300,000		$	300		$	44,556,225		$	-		$	(46,774,400)		$	(2,217,875)
Balance at December 31, 2013		145,844,832		$	-		300,000		$	300		$	42,174,767		$	(12,816)		$	(44,571,756)		$	(2,409,505)
Conversions of Accrued Interest	625,000,000			-		-			-			62,500			-			-			62,500
Conversions of Notes Payable		3,499,064,577			-		-			-			2,381,458			-			-			2,381,458
Net Loss	-			-		-			-			-			-			(901,465)			(901,465)
Reduction in Investment in Subsidiary		-			-		-			-			-			12,816						12,816
Balance at December 31, 2015	4,269,909,409		$	-		300,000		$	300		$	44,618,725		$	-		$	(47,675,865)		$	(3,056,840)
Net Loss		-			-		-			-			-						(2,202,644)			(2,202,644)
Balance at December 31, 2014		3,644,909,409		$	-		300,000		$	300		$	44,556,225		$	-		$	(46,774,400)		$	(2,217,875)

See accompanying notes to the consolidated financial statements

F-5

Pacific Gold Corp.

Consolidated Statements of Cash Flows

	Year Ended
	Years Ended
	December 31, 2014		December 31, 2013
	December 31, 2015		December 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(2,202,644)	$	(463,422)
Net Loss	$	(901,465)	$	(2,202,644)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
Depreciation and Depletion		106,173		145,684
Depreciation		49,911		106,173
Loss Attributable to Non - Controlling Interests		-		(10,583)
Imputed Interest Income		-		(19,767)
Imputed Interest Income		(3,925)		(39,535)
Bad Debt Expense		-		250,000
Bad Debt Expense		250,000		-
Non-cash Portion of Interest on Convertible Debt		-		306,460
Non-cash Portion of Interest on Convertible Debt		262,474		471,334
Asset Impairment Loss		-		583,870
Asset Impairment Loss		583,870		75,000
(Gain) Loss on Sales of Assets		1,433		(5,394)
(Gain) Loss on Sales of Assets		(5,394)		(929,596)
(Gain) on Sale of Subsidiary		(390,917)		(129,918)
(Gain) on Disposal of Subsidiary		(101,774)		-
(Gain) Loss on Extinguishment of Debt		-		(254,625)
(Gain) Loss on Extinguishment of Debt		(254,625)		(200,571)
Amortization of Debt Discount		625,000		612,262
Amortization of Debt Discount		(72,841)		667,365
Change in Fair Value of Derivative Liability		-		(72,841)
Change in Fair Value of Derivative Liability		612,262		(720,241)
Changes in:
Prepaid Expenses		~~4,709~~-		54,~~069~~709
Accounts Payable		1228,~~144~~578		381,~~628~~144
Accrued Expenses		(9524,~~029~~163)		68(95,~~924~~029)
Accrued Interest		~~234~~243,~~101~~970		~~268~~234,~~081~~101
NET CASH( USED IN) OPERATING ACTIVITIES		(681,499)		(623,860)
NET CASH USED IN OPERATING ACTIVITIES		(167,653)		(681,499)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases and Development of Property Plant, Equipment and Mineral Rights		(87,570)		(94,371)
Purchases of Mineral Rights, Plant and Equipment		-		(87,570)
Proceeds from Sale of Subsidiary		~~126~~24,~~000~~644		-126,000
Proceeds from Sale of Assets		~~606~~7,~~432~~750		~~355~~606,~~000~~432
NET CASH PROVIDED BY INVESTING ACTIVITIES		~~644~~32,~~862~~394		~~260~~644,~~629~~862
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Related Party Notes Payable		~~(318,730)~~-		(23318,~~600~~730)
Proceeds from Related Party Notes Payable		~~305~~83,~~065~~376		~~350~~305,~~000~~065
Proceeds from Promissory Notes		~~132,500~~-		~~108~~132,500
Payment on Convertible Notes		~~(32,200)~~-		(8132,~~847~~200)
NET CASH PROVIDED BY FINANCING ACTIVITIES		8683,~~635~~376		~~353~~86,~~053~~635
NET CHANGE IN CASH AND CASH EQUIVALENTS		49(51,~~998~~883)		~~(10~~49,~~178)~~998
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		252,~~020~~018		122,~~198~~020
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	~~52,018~~135	$	252,~~020~~018
Cash paid during the year for:
Interest	$	-	$	-
Income Taxes	$	-	$	-
Non-cash financing and investing activities:
Beneficial Conversion Feature	$	~~1,250,000~~-	$	-1,250,000
Change in and accelerated amortization of derivative liability on conversions	$	~~702,239~~-	$	10702,~~278,927~~239
Accrued Interest added to Note Principal	$	~~433,484~~-	$	-433,484
Conversion of Notes Payable into Common Stock	$	~~420,070~~-	$	1420,~~046,256~~070
Assignment of Portion of Promissory Note to Convertible Note	$	~~137,500~~-	$	~~110~~137,~~000~~500
Assignment of Portion of Related Party Notes to Convertible Note	$	~~90,000~~-	$	~~295~~90,000
Conversion of Accrued Interest into Common Stock	$	962,~~150~~500	$	489,~~562~~150
Conversion of Related Party Notes into Preferred Shares	$	-		300,000
Amounts Receivable for Assets Sale	$	-	$	790,698
Deemed Dividend related to Conversion of Debt to Preferred Shares	$	-	$	300,000

See accompanying notes to the consolidated financial statements

F-6

Pacific Gold Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, ~~2014~~2015 and ~~2013~~2014

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~~royalties on mining property in Nevada and Colorado.

Basis of Presentation

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

Principle of Consolidation

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

Reclassification of Accounts

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

Significant Accounting Principles

Use of Estimates and Assumptions

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, ~~2014,~~2015 and ~~2013~~December 31, 2014 cash includes cash on hand and cash in the bank.

Revenue Recognition

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.

Accounts Receivable/Bad Debt

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

Inventories

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

F-7

Property and Equipment

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

F-7

Mineral Rights

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

Capitalized development costs and production facilities are depleted using the units-of-production method based on the estimated gold which can be recovered from the ore reserves processed. ~~Lease development costs for non-producing properties are amortized over their remaining lease term if limited.~~ ~~Maintenance and repairs are charged to expense as incurred.~~

~~For~~Lease ~~the~~development ~~year~~costs ~~ended~~for ~~December~~non-producing ~~31,~~properties ~~2014~~are ~~the~~amortized ~~company~~over ~~has~~their ~~recorded~~remaining ~~$583,870~~lease interm ~~impairment~~if ~~loss~~limited. Maintenance ~~as a result of subsequent events of sale of assets~~ and ~~mining~~repairs ~~claims~~are ~~lease~~charged ~~expiry~~to expense as ~~discussed in note 15~~incurred.

As per Industry Guide 7, wethere ~~have~~are no proven or probable reserves as of December 31, 2015.

Intangible Assets

The company follows the provisions of ASC 350-30, Intangibles 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 are measured by the amount of cash paid. If the consideration given is not in the form of cash, measurement is based on either the cost which shall be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus more reliably measureable.

Impairment of Long-Lived Assets

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

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

WeThe ~~review~~Company reviews the carrying value of ~~our~~its interest in each group of mineral claims owned by ~~our~~its subsidiaries on an annual basis to determine whether impairment has incurred in the claim value. WeThe ~~evaluate~~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, wethe ~~write~~Company writes-down these properties to the lowest estimated value based on ~~our~~its evaluation criteria. ~~Our~~The estimate of gold price, mineralized materials, operating capital, and reclamation costs are subject to risks and uncertainties affecting the recoverability of ~~our~~ investment in property, ~~plant,~~ and equipment. Although we have made our best estimate of these factors based on current conditions, it is possible that changes could occur in the near term that could adversely affect our estimate of net cash flows expected to be generated from our operating properties and the need for possible asset impairment write-downs.

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

~~F-8~~Income Taxes

~~Fair~~In ~~Value~~accordance ~~for~~with ~~Financial~~Accounting ~~Assets~~Standards Codification (“ASC”) Topic 740, Income Taxes, Pacific Gold recognizes deferred tax assets and ~~Financial~~liabilities ~~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.

The 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:

Level 1

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

Level 2

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.

Level 3

Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of 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.

The company does not have assets and liabilities that are carried at fair value on a recurring basis.

Income taxes

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

Loss per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the ~~quarter~~years ended ~~September~~December 3031, 2015 and 2014, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. As of December 31, ~~2014,~~2015 and ~~December 31~~2014, ~~2013~~ the Company had 2518,~~388~~203,~~473~~179,~~000~~400 and 128,~~405~~388,~~382~~473,~~164~~000, respectively, of potentially dilutive common stock equivalents.

F-8

Advertising

The Company’s ~~expenses~~policy is to expense advertising costs as incurred. ~~The~~For ~~Company~~the ~~incurred~~years ~~costs~~ended ofDecember $131,~~578~~ 2015 and ~~$14~~2014,~~513~~ ~~for~~ the ~~years~~Company ~~ended~~incurred ~~December~~$114 ~~31, 2014~~ and ~~2013~~$1,578, respectively, in advertising costs.

Environmental Remediation Liability

~~The~~At December 31, 2014, the Company ~~has~~had 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~~required a quarterly premium to be paid to the State of Nevada Division of Minerals. The ~~Company~~Bond is ~~current~~no onlonger ~~all~~required ~~payments. Due~~as ~~to its investment in~~ the ~~bond and the close monitoring of the State of Nevada, the~~ Company ~~believes that it~~ has ~~adequately~~sold ~~mitigated~~Nevada ~~any~~Rae ~~liability~~Gold, ~~that could be incurred by the Company to reclaim lands disturbed in its mining process~~Inc.

Convertible Debentures

Convertible debt is 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.

FThe Company accounts for modifications of its Embedded Conversion Features in accordance with ASC 470-950, Debt – Modifications and Extinguishments, 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 Extinguishments – Derecognition.

~~that~~Stock ~~the~~Based 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.Compensation

The Company accounts for ~~modifications~~stock-based ofcompensation ~~its Embedded Conversion Features~~ in accordance with ASC ~~470-50~~Topic 718, ~~Debt~~Compensation – ~~Modifications~~Stock ~~and Exchanges,~~Compensation which requires that the ~~modification~~fair ofvalue acompensation ~~convertible~~cost ~~debt~~relating ~~instrument~~to ~~that~~share-based ~~changes~~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 anthe ~~embedded~~award, ~~conversion~~and ~~feature~~is ~~and~~recognized over the ~~subsequent~~employee’s ~~recognition~~requisite ofservice ~~interest~~period, ~~expense~~which oris generally the ~~associated~~vesting ~~debt~~period. The ~~instrument~~fair ~~when~~value of the ~~modification~~Company’s ~~does~~stock ~~not~~options ~~result~~is inestimated using a ~~debt~~Black-Scholes ~~extinguishment~~option ~~pursuant~~valuation tomodel. ~~ASC~~There ~~470-50-40,~~were ~~Debt~~no –stock ~~Modification~~options ~~and~~granted ~~Exchanges~~during –the ~~Extinguishment~~years ofended ~~Debt~~December 31, 2015 or 2014.

~~Derivative~~Recently ~~Liability~~Issued ~~Related~~Accounting ~~to Convertible Notes and Warrants~~Pronouncements

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

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

Deemed Dividend Related to Convertible Preferred Stock

In accordance with ASC 470-20-25, Debt – Modifications and Exchanges – Beneficial Conversion Feature, The Company accounts for the difference in market price when above conversion price on issuance date and records a deemed dividend as a discount on the preferred shares over the period to the first redemption date.

Stock based compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation which requires that the fair value compensation cost relating to share-based payment transactions be recognized in 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 employee’s requisite service period, which is generally the vesting period. The fair value of the Company’s stock options is estimated using a Black-Scholes option valuation model. There were no stock options granted during the years ended December 31, 2014 or 2013.

Recently issued accounting pronouncements

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

NOTE 2 – ~~LOAN~~MINERAL ~~RECEIVABLE~~RIGHTS

AsNevada ~~part~~Rae 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 $850,000 includes imputed interest at a rate of 10% per annum. On February 18, 2014, the company completed an amendment to its Option and Asset Sale Agreement with Pilot Metals Inc. (See Note 3). 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 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 of commercial mining. All payments received are subject to a 15% royalty to be paid to Platoro West.Gold

F-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, of which $54,777 was used to satisfy remaining payroll liabilities taxes; and a royalty of 4% on all Nevada Rae Gold, Inc. gold sales up to a maximum total royalty payments of $720,000. All of the payments are subject to a 10% finder’s fee which has not yet been paid.

~~NOTE 3 – MINERAL RIGHTS~~F-9

~~Mineral~~Fernley ~~rights at December 31, 2014 and, 2013 consisted of the following:~~Gold

MINERAL RIGHTS	December 31, 2014		December 31, 2013
Nevada Rae Gold – Morris Land	$	-	$	337,529
Accumulated Depletion		-		(381)
Undeveloped mineral rights		-		-
Fernley Gold – Lower Olinghouse		-		165,352
Pacific Metals – Graysill Claims		-		42,215
	$	-	$	544,715

On August 26, 2015, the Company let lapse all of its mining rights to the Butcher Boy claims that it leased under a lease agreement held through Fernley Gold. These claims reverted to the claim holders.

~~Option~~Graysill ~~and Asset Sale Agreements~~Claims

~~Pilot~~On ~~Mountain~~August ~~Resources~~31, ~~Inc~~2015, the Company acquired the Graysill Mining claims for no consideration, but assumed the annual claims registration fees. These claims had been previously owned by its subsidiary company, Pacific Metals Corp.

~~On 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.Royalty

~~The~~On ~~basic~~February ~~monetary~~10, ~~terms~~2011, ofour ~~the~~prior ~~Agreement~~subsidiary ~~called for~~ Pilot ~~Metals~~Mountain toResources ~~pay~~Inc. (“PMR”) ~~$50,000~~entered ~~for~~into aan ~~100~~Option ~~day~~and ~~due~~Asset ~~diligence~~Sale ~~period~~Agreement onwith ~~the~~Pilot ~~mining~~Metals ~~claims~~Inc., ~~The~~a ~~option~~subsidiary ~~payment~~of ~~was~~Black ~~received~~Fire onMinerals ~~signing~~of ~~the agreement and recorded as income. Within the initial 100 day option period~~Australia, whereby Pilot Metals ~~had~~secured ~~the right to exercise~~ an ~~additional 24 month~~ option on the ~~claims~~Project byW ~~paying~~Tungsten ~~a further $450,000~~claims. ~~The~~Pilot ~~right~~Metals ~~for~~exercised antheir ~~additional~~purchase ~~24 months~~ option ~~period was exercised~~ and ~~during~~subsequently ~~the~~transferred 24their ~~month~~interest ~~option~~in ~~period,~~Project ~~Pilot~~W ~~Metals~~to ~~has~~Thor ~~conducted~~Mining ~~physical~~LLC. ~~due~~Upon ~~diligence~~the ~~work~~commencement ~~including~~of ~~sampling~~commercial mining, ~~drilling~~Pacific ~~and~~Gold ~~any~~is ~~other~~owed ~~work~~a onfinal ~~the~~payment ~~claims~~of it$1,500,000, ~~deemed~~subject ~~necessary.~~to Aa ~~payment~~15% share of ~~$450,000~~any ~~was~~payments received onby ~~September~~the 9,Company ~~2011~~being ~~and~~forwarded ~~recorded~~to asPlatoro ~~income~~West, Inc.

AtNOTE ~~any~~3 ~~point~~– ~~prior~~SALE toOF ~~the~~NEVADA ~~conclusion~~RAE ~~of the 24 month option period~~GOLD, ~~Pilot Metals had the option to exercise an option and election to purchase 100% of the claims~~INC.

On July 515, ~~2013,~~2015 ~~PMR~~Pacific ~~and~~Gold ~~Pilot~~Corp ~~Metals~~sold ~~agreed~~100% ~~to an early exercise~~ of ~~the~~its ~~option~~equity tointerest ~~purchase~~in ~~the~~Nevada ~~Project~~Rae WGold ~~claims. Ownership of the Project W claims has now been transferred~~ to ~~Pilot~~New ~~Metals,~~Gold ~~subject to a security interest retained by PMR until the full purchase price is paid~~Recovery. AsIn ~~part~~exchange offor ~~the~~$300,000 ~~decision~~in tocash ~~exercise~~and ~~the~~settlement ~~purchase option, the purchaser~~ of ~~the claims~~liabilities, ~~Pilot Metals~~$100,000 ~~agreed~~due to ~~amend~~ the ~~purchase~~Company ~~terms~~on toJuly ~~accelerate~~15, ~~the~~2016, ~~ownership~~ of ~~and~~which ~~payment~~$54,777 ~~for~~was ~~the~~used ~~claims.~~to ~~The~~satisfy ~~initial~~remaining ~~three~~payroll ~~payments~~liabilities ~~of $500~~taxes,~~000~~ ~~each due in September 2013, 2014~~ and ~~2015~~a ~~were~~royalty ~~amended~~of to4% ~~two~~on ~~payments,~~all ~~the~~future ~~first~~Nevada ~~paid~~Rae ~~on July 5~~Gold, ~~2013~~Inc. ingold ~~the~~sales ~~amount~~up ofto ~~$350,000~~a ~~and~~maximum atotal ~~second~~royalty ~~payment~~payments of $~~850~~720,000 ~~was due on March 31, 2014~~.

On February 18, 2014, the 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 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 of commercial mining.


Sale of Nevada Rae Gold

Details of Consideration Received
Cash	$	24,644
Amount Receivable		45,223
Liabilities Paid at Closing		275,356
Liabilities Paid at Post Closing		54,777
Total		400,000
Net Assets, after liabilities paid at closing		(9,083)
Gain from Sale of Nevada Rae Gold	$	390,917

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

Pacific Metals Corp.

On December 11, 2014 the company sold 15,110,823 shares of Pacific Metals Corp. (“PACM”) in a private transaction. As part of the sale, PACM mining claims of $48,415 were sold.

NOTE 4 – PLANT AND EQUIPMENT

~~During~~Plant ~~the~~and ~~year~~equipment ~~ended~~at December 31, ~~2014~~2015 ~~the~~and ~~company disposed of equipment for total proceeds of $6~~2014,~~432,~~ ~~and~~consisted ~~have recorded a gain~~ of ~~$5,394 from~~ the ~~sale.~~following:

During the year ended December 31, 2014 the company has written off $49,480 of obsolete equipment.


PLANT AND EQUIPMENT	December 31, 2015		December 31, 2014
Building	$	-	$	720,353
Equipment		-		917,038
Accumulated Depreciation		-		(1,509,053)
	$	-	$	128,338

~~F-11~~Depreciation expense was $49,911 and $106,173, for the years ended December 31, 2015 and 2014, respectively.

~~Plant~~NOTE ~~and~~5 ~~equipment~~– atSHAREHOLDER ~~December~~NOTE ~~31,~~PAYABLE/RELATED ~~2014~~PARTY ~~and December 31, 2013, consisted of the following:~~TRANSACTIONS

PLANT AND EQUIPMENT	December 31, 2014		December 31, 2013
Building	$	720,355	$	720,355
Accumulated Depreciation		(701,596)		(662,184)
Equipment		917,038		983,622
Accumulated Depreciation		(807,459)		(807,083)
	$	128,338	$	234,710

As of December 31, 2015, Pacific Gold owes $1,248,376 in principal and $121,269 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. During 2016, the note was extended to a maturity date of June 30, 2019 and is convertible into shares of common stock of Pacific Gold at $0.0001 per share. The note is presented net of $312,500 in discount. As of December 31, 2014 the balance on the note was $1,165,000 in principal and $62,164 in accrued interest.

~~Depreciation expense was $106,173 and $145,684, for the years ended December 31, 2014 and 2013 respectively.~~F-10

~~NOTE~~As 5of –December ~~INTANGIBLE~~31, ~~ASSETS~~2015, Pacific Gold owes a total of $952,000 in principal and $146,295 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, was extended to a maturity date of June 30, 2019 during 2016 and is convertible into shares of common stock of Pacific Gold at $0.01 per share. As of December 31, 2014 the balance on the note was $952,000 in principal and $51,099 in accrued interest.

~~During~~Compensation ~~the~~for ~~year~~Robert ~~ended~~Landau’s ~~December~~services ~~31,~~as ~~2014,~~CEO ~~the~~is ~~company~~Paid ~~held~~to ~~mining~~Leveljump ~~claims database through its previously owned subsidiary~~Inc., ~~PACM~~a ~~for~~company ~~the~~that ~~amount of $12,500~~Mr. AsLandau ~~part of the sale of shares of PACM the company no longer holds ownership of the mining claims database~~controls.

~~NOTE~~As 6of –December ~~SHAREHOLDER~~31, ~~NOTE~~2015, ~~PAYABLE/RELATED~~Pacific ~~PARTY~~gold ~~TRANSACTIONS~~owes $67,013 to its CEO. Of which $36,000 for accrued and unpaid services as CEO and $31,013 for accrued business expenses that were not yet reimbursed.

AsAn officer of ~~December~~the ~~31,~~Company ~~2014,~~has ~~Pacific~~provided ~~Gold~~office ~~owes~~space ~~$1,165,000 in principal and $62,164 in accrued interest~~ to ~~a company owned by~~ the ~~Chief~~Company ~~Executive~~without ~~Officer~~charge. ~~The~~There ~~amount due~~ is ~~represented~~no byobligation afor ~~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~~officer ~~issued~~to ~~300,000~~continue ofthis ~~Series A preferred shares on conversion of $300,000 of the note principal~~arrangement. ~~For the year ended December 31, 2014, the company received $58,230 in additional proceeds and have paid $318,730 towards the balance. The note is presented net of $937,500 in discount.~~

AsNOTE of6 – PROMISSORY December 31, 2014, Pacific Gold owes a total of $952,000 in principal and $51,099 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 year ended December 31, 2014, the company received $246,835 in additional proceeds and have sold $355,000 of the notes to a third party investor.NOTE

~~Compensation~~The ~~for~~note ~~Robert~~accrued ~~Landau’s~~interest ~~services~~at asa ~~CEO~~rate isof ~~Paid~~10% per annum and was extended during 2016 to ~~Jabi~~a ~~Inc~~maturity date of June 30, 2019. As of December 31, 2015, there was a ~~Company~~principal ~~that~~balance Mrof $265,000 and $41,088 in accrued interest and is convertible into shares of common stock of Pacific Gold at $0.01 ~~Landau~~per ~~controls~~share.

ANOTE ~~Company~~7 – INCOME 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.TAXES

~~NOTE~~Pacific ~~6 – PROMISSORY~~Gold ~~NOTES~~uses the asset/liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During 2015 and 2014, Pacific Gold incurred net losses and, therefore, had no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is $12,523,516 at December 31, 2015, and will expire in the years 2029 through 2035.

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 year ended December 31, 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 December 31, 2014		40,696
Payments thru December 31, 2014		-
Conversions thru December 31, 2014		-
Assignment of Promissory Note to Convertible Note thru December 31, 2014		(137,500)
Balance at December 31, 2014	$	278,584

F-12

NOTE 7 – 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 year ended December 31, 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 years ended December 31, 2014 and 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 December 31, 2014		-		-		-		100,000		100,000
Discount recorded on note thru December 31, 2014		-		-		-		(100,000)		(100,000)
Discount amortization thru December 31, 2014		-		-		421		100,000		100,421
Conversions to shares thru December 31, 2014		-		-		(25,500)		(100,000)		(125,500)
Payments thru December 31, 2014		-		-		-		-		-
Face Value at December 31, 2014		-		-		-		-		-
Unamortized Discount at December 31, 2014		-		-		-		-		-
Carrying value at December 31, 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 December 31, 2014		-		-		424		2,115		2,539
Conversions to shares thru December 31, 2014		-		-		(6,970)		(2,115)		(9,085)
Payments thru December 31, 2014		-		-		-		-		-
Accrued Interest Balance at December 31, 2014	$	-	$	-	$	-	$	-	$	-

F-13

Series A Notes (continued)	Note F		Note G		Note H		Note I		Total
Issuance Date	May-08-12		July-18-12		April-12-13		March-07-14
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 December 31, 2014		-		-		(13,252)		(616)		(13,868)
Derivative Liability at December 31, 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 December 31, 2014 the investor has converted $77,800 of debt obligations into 69,623,819 shares of common stock of the Company. As of December 31, 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 years ended December 31, 2014 and 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	$	-	$	-	$	-	$	-	$	-

F-14

Series B Notes (continued)	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
Proceeds thru December 31, 2014						-		-		-
Convertible note assigned thru December 31, 2014		-		-		-		-		-
Discount recorded on note thru December 31, 2014		-		-		-		-		-
Discount amortization thru December 31, 2014		-		-		-		-		-
Conversions to shares thru December 31, 2014		-		-		-		-		-
Payments thru December 31, 2014		-		-		-		-		-
Face Value at December 31, 2014		-		-		-		-		-
Unamortized Discount at December 31, 2014		-		-		-		-		-
Carrying value at December 31, 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 December 31, 2014		-		-		-		-		-
Conversions to shares thru December 31, 2014		-		-		-		-		-
Payments thru December 31, 2014		-		-		-		-		-
Accrued Interest Balance at December 31, 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 December 31, 2014		-		-		-		-		-
Derivative Liability at December 31, 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 December 31, 2014		-		-		-		-
Convertible note assigned thru December 31, 2014		-		-		-		-
Discount recorded on note thru December 31, 2014		-		-		-		-
Discount amortization thru December 31, 2014		-		-		-		-
Conversions to shares thru December 31, 2014		-		-		(10,000)		(10,000)
Payments thru December 31, 2014		-		-		(32,200)		(32,200)
Face Value at December 31, 2014		-		-		-		-
Unamortized Discount at December 31, 2014		-		-		-		-
Carrying value at December 31, 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

F-15

Series B Notes (Continued)	Note J		Note K		Note L		Total
Issuance Date	December-11-12		February-05-13		March-19-13
Interest accrued thru December 31, 2014		-		-		934		934
Conversions to shares thru December 31, 2014		-		-		-		-
Payments thru December 31, 2014		-		-		(4,592)		(4,592)
Accrued Interest Balance at December 31, 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 December 31, 2014		-		-		(42,524)		(42,524)
Derivative Liability at December 31, 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 December 31, 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 December 31, 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 December 31, 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

F-16

Series C Notes (continued)	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
Proceeds thru December 31, 2014		-		-		-		-		-		-
Convertible note assigned thru December 31, 2014		-		-		60,000		30,000		20,000		110,000
Discount recorded on note thru December 31, 2014		-		-		(60,000)		(30,000)		(20,000)		(110,000)
Discount amortization thru December 31, 2014		38,508		33,333		60,000		30,000		20,000		181,841
Conversions to shares thru December 31, 2014		(51,344)		(40,000)		(60,000)		(30,000)		(20,000)		(201,344)
Payments thru December 31, 2014		-				-		-		-		-
Face Value at December 31, 2014		-		-		-		-		-		-
Unamortized Discount at December 31, 2014		-		-		-		-		-		-
Carrying value at December 31, 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 December 31, 2014		(1,834)		(920)		-		-		-		(2,754)
Conversions to shares thru December 31, 2014		-		(66)		-		-		-		(66)
Payments thru December 31, 2014		-		-		-		-		-		-
Accrued Interest Balance at December 31, 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 December 31, 2014		(14,924)		(20,503)		47,597		8,277		-		20,447
Derivative Liability at December 31, 2014	$	-	$	-	$	-	$	-	$	-	$	-

Series C Notes (continued)	Note E		Note f		Total
Issuance Date	August-20-14		October-16-14
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		-		-		120,000
Discount recorded on note thru December 31, 2013		-		-		(120,000)
Discount amortization thru December 31, 2013		-		-		48,159
Conversions to shares thru December 31, 2013		-		-		(28,656)
Payments thru December 31, 2013		-		-		-
Face Value at December 31, 2013		-		-		91,344
Unamortized Discount at December 31, 2013		-		-		(71,841)
Carrying value at December 31, 2013	$	-	$	-	$	19,503
Proceeds thru December 31, 2014		-		-		-
Convertible note assigned thru December 31, 2014		20,000		17,500		127,500
Discount recorded on note thru December 31, 2014		(20,000)		(17,500)		(127,500)
Discount amortization thru December 31, 2014		20,000		17,500		199,341
Conversions to shares thru December 31, 2014		(20,000)		(17,500)		(218,844)
Payments thru December 31, 2014		-		-		-
Face Value at December 31, 2014		-		-		-
Unamortized Discount at December 31, 2014		-		-		-
Carrying value at December 31, 2014	$	-	$	-	$	-
Accrued Interest:
Accrued Interest at January 1, 2013		-		-		-
Interest accrued thru December 31, 2013		-		-		2,820
Conversions to shares thru December 31, 2013		-		-		-
Payments thru December 31, 2013		-		-		-
Accrued Interest Balance at December 31, 2013	$	-	$	-	$	2,820

F-17

Series C Notes (continued)	Note E		Note f		Total
Issuance Date	August-20-14		October-16-14
Interest accrued thru December 31, 2014		-		-		(2,754)
Conversions to shares thru December 31, 2014		-		-		(66)
Payments thru December 31, 2014		-		-		-
Accrued Interest Balance at December 31, 2014	$	-	$	-	$	-
Derivative Liability:
Derivative Liability at January 1, 2013		-		-		-
Derivative Liability added		-		-		182,055
Accelerated amortization on conversions and payments		-		-		(33,582)
Change in fair value of derivative liability thru December 31, 2013		-		-		64,782
Derivative Liability at December 31, 2013	$	-	$	-	$	213,255
Derivative Liability added		73,086		65,726		324,399
Accelerated amortization on conversions and payments		(73,086)		(65,726)		(558,101)
Change in fair value of derivative liability thru December 31, 2014		-		-		20,447
Derivative Liability at December 31, 2014	$	-	$	-	$	-

NOTE 8 – INCOME TAXES

Pacific Gold uses the asset/liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During 2014 and 2013, Pacific Gold incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is $13,011,275 at December 31, 2014, and will expire in the years 2029 through 2034.

Net operating loss carry forwards expire according to the following:

Year of NOL	NOL		Expires
2014		2,202,644	2034
2015		120,479	2035
2014		1,594,406	2034
2013		399,793	2033
2012		6,477,108	2032
2011		1,494,150	2031
2010		949,914	2030
2009		1,487,666	2029
Total	$	1312,~~011~~523,~~275~~516

At December 31, ~~2014~~2015, and ~~2013~~2014 deferred taxes (34%) consisted of the following:

			2014		2013
			2015		2014
	Current		Noncurrent		Noncurrent
Deferred tax assets
Net operating losses	$	-	$	4,~~423~~257,~~833~~995	$	34,~~696~~464,~~568~~796
Valuation allowance		-		(4,~~423~~257,~~833~~995)		(34,~~696~~464,~~568~~796)
Net deferred tax asset	$	-	$	-		-

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. Because of the lack of taxable earnings history, the Company has established a valuation allowance for all future deductible net operating loss carry forwards. The valuation allowance has changed by $~~727~~40,~~265~~963 from December 31, ~~2013~~2014.

A reconciliation between income taxes at statutory tax rates (34%) and the actual income tax provision for continuing operations as of December 31, ~~2014~~2015 follows:

Expected Provision based on 2014 NOL (based on 34% statutory tax rate)	$	(748,899)
Expected Provision based on 2015 NOL (based on 34% statutory tax rate)	$	(40,963)
Difference between 2013 NOL estimate and actual		21,634
Difference between 2014 NOL estimate and actual		206,801
Increase/(decrease) in valuation allowance		~~727~~(165,~~265~~838)
Total actual provision	$	—

F-11

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

F-18

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

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, ~~2014~~2015, and ~~2013~~2014, the Company recognized no interest and penalties. The Company had no payments of interest and penalties accrued at December 31, ~~2014~~2015 and ~~2013~~2014, respectively.

NOTE 98 – COMMON STOCK AND PREFERRED STOCK

~~For~~In the year ended December 31, ~~2014~~2015, 3625,~~499~~000,~~064,577~~000 shares of common ~~shares~~stock were issued ~~for $354,344~~ in ~~principal~~exchange ~~and~~for $962,~~084~~500 inof interest on ~~the~~a ~~convertible~~related ~~notes~~party asconvertible ~~discussed~~promissory ~~in Note 9 above~~note.

InFor ~~2013~~the year ended December 31, ~~144~~2014,~~616~~ 3,~~858~~499,064,577 common shares were issued for $~~746~~354,~~256~~344 in principal and $489,~~562~~084 in ~~accrued~~ interest on the convertible notes ~~discussed in Note 9 above~~.

InNOTE ~~2013,~~9 ~~18,334~~– ~~shares~~OPERATING ~~were issued for $220 as part of a settlement agreement.~~LEASES

InAll ~~2013,~~of ~~300,000~~the ~~preferred~~Company’s ~~shares~~operating leases were ~~issued~~held onby ~~debt~~its ~~conversion~~former atsubsidiary aNevada ~~price~~Rae ofGold, $1Inc.00 ~~per share~~ and aas ~~deemed~~such ~~dividend~~the ofCompany ~~$300,000~~currently ~~was~~has ~~recorded~~no ~~related~~future tooperating ~~the~~lease ~~conversion~~commitments.

OnNOTE ~~October~~10 ~~18,~~– ~~2013,~~LEGAL 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.PROCEEDINGS

OnFrom ~~January~~time ~~22,~~to ~~2013,~~time ~~every twenty shares of~~ the ~~company’s~~Company ~~issued~~is ~~and~~involved ~~outstanding~~in ~~Common~~minor ~~Stock~~trade, ~~par~~employment ~~value~~and ~~$0.0000000001~~other ~~(the~~operational ~~"Common Stock")~~disputes, ~~was~~none ~~converted into one share~~ of ~~New~~which ~~Common~~have ~~Stock~~or ~~(the~~are ~~“First~~expected ~~Reverse Stock Split”). Any fractional shares resulting from the First Reverse Stock Split will be rounded up~~ to ~~the~~have ~~next whole share. As~~ a ~~result~~material ofimpact ~~the~~on ~~First Reverse Stock Split,~~ the ~~total~~current ~~number~~or offuture ~~issued~~consolidated ~~and~~financial ~~outstanding~~statements ~~shares~~or ~~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~~operations. ~~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~~NOTE ~~share~~11 ~~and~~– ~~per~~GOING ~~share date in these consolidated financial statements and notes has been retrospectively restated to account for the stock splits.~~CONCERN

~~NOTE~~The ~~10 – OPERATING~~Company’s ~~LEASES~~financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2015, the Company had an accumulated deficit of $47,675,865, negative working capital of $595,647, and negative operating cash flows from the year ended December 31, 2015 of $167,653, raising substantial doubt about its ability to continue as a going concern. During the year ended December 31, 2015, the Company financed its operations through the sale of securities, sale of its Nevada Rae Gold subsidiary and the issuance of debt.

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

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

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.

F-19

The following is a schedule by years of future minimum lease payments required under operating leases that have initial or remaining non-cancellable lease terms in excess of one year as of December 31, 2014:

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
Total	$	250,000

Nevada Rae Gold has a lease for its mobile office at a cost of approximately $407 per month. This lease was accounted for as an operating lease on a month to month basis. Rental Expense for the years ended December 31, 2014 and 2013 was $4,884.

NOTE 11 – MAJOR CUSTOMERS

For the years ended December 31, 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 12 – SALE OF SUBSIDIARY

On December 12, 2014 the Company sold 15,110,823 shares of Pacific Metals Corp. for $136,000 in a private transaction.

Sale of Pacific Metals
Details of Consideration Received
Cash	$	171,000
Commissions		45,000
Total	$	216,000
Consideration applied
Consideration Received	$	216,000
Less: Investment in Pacific Metals Corp.		(41,184)
Less: Selling Costs for commissions paid		(45,000)
Gain from Sale of Pacific Metals Corp.	$	129,816

NOTE 13 – 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.

F-20

NOTE 14 – 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 December 31, 2014, the Company had an accumulated deficit of $46,774,400, negative working capital of $1,076,474, and negative cash flows from the year ended December 31, 2014 of $681,499, raising substantial doubt about its ability to continue as a going concern. During the year ended December 31, 2014, the Company financed its operations through the sale of securities 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 1512 – SUBSEQUENT EVENTS

~~Subsequent~~The toCompany ~~year~~evaluated ~~end,~~subsequent ~~the~~events ~~related~~through ~~party~~the ~~debenture~~date ~~holder~~the ~~converted~~consolidated ~~$62,500~~financial instatements ~~interest~~were ~~into 625,000,000 shares of common stock~~issued.

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.F-12

On August 26, 2015 the Company let lapse all of its mining rights to the Butcher Boy claims that it leased under a lease agreement held through Fernley Gold. These claims reverted to the claim holders, and the Company will write off the value of the leased interests in its financial statements.

On August 31, 2015 the Company acquired the Graysill Mining claims for no consideration, but assumed the annual claims registration fees. These claims had been previously owned by its subsidiary company, Pacific Metals Corp.

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

F-21

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

N/A

ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls

Our management evaluated the effectiveness of our disclosure controls and procedures as of December 31, ~~2014~~2015. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files and submits under the Exchange Act is accumulated and communicated to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of December 31, ~~2014~~2015, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective.

(b) Management’s Responsibility for Financial Statements

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

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

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

Under the direction of Chief Executive Officer and Chief Financial Officer, management evaluated the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control-Integrated Framework, published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management is aware that there is a lack of segregation of duties due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that taking into account the abilities of the employees now involved, the control procedures in place and its awareness of the issues presented, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management will periodically reevaluate this situation and report to the registered public accounting firm to the Company about this condition. Based on our overall controls, and taking into account the reporting and interaction by our Board of Directors, management determined that the Company’s system of internal control over financial reporting was effective as of December 31, ~~2014~~2015.

(d) Report of Independent Registered Public Accounting Firm

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

1411

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE;

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

NAME		AGE		POSITIONS
Robert Landau		4445		Chief Executive Officer, Chief Financial Officer, President and Chairman

Mr. Robert Landau has been the President, Chief Executive Officer Chief Financial Officer and Chairman of the Board of Pacific Gold Corp. since April 2005. Mr. Landau also works as a consultant advising other non-mining companies on mergers and acquisitions. He has a Bachelor of Commerce - Actuarial Science and Finance degree from the University of Toronto. Mr. Landau is responsible for the strategic direction of the Company.

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

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company or filed on Edgar, during the fiscal year ended December 31, ~~2014~~2015, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with.

AUDIT COMMITTEE AND FINANCIAL EXPERT

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

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

CODE OF ETHICS

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

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

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

Compliance with applicable government laws, rules and regulations.

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

Accountability for adherence to the code.

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

ITEM 11. EXECUTIVE COMPENSATION

The following table reflects compensation earned by our officers and directors for the fiscal years ended December 31, ~~2014~~2015 and ~~2013~~2014.

Name	Year	Salary		All Other Compensation		Total
Rob Landau	~~2014~~20151	$	48,000	$	0	$	48,000
	20131	$	48,000	$	0	$	48,000
	20141	$	48,000	$	0	$	48,000
Mitchell Geisler	2014	$	48,000	$	0	$	48,000
	2013	$	48,000	$	0	$	48,000

______________

1. Compensation for Robert Landau’s services as CEO is paid to ~~Jabi~~Leveljump Inc. a company that Mr. Landau controls.

Annual compensation is as follows:

	2014		2013		2012
	2015		2014		2013
Robert Landau	$	48,000	$	48,000	$	8448,000
Mitchell Geisler	$	48,000	$	48,000	$	84,000

Overview of Compensation Program and Philosophy

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

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

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

Compensation of Directors

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

Other Compensation Arrangements

On June 20, 2007, the ~~company~~Company received consents from a majority of the shares entitled to vote, approving the 2007 Equity Performance Plan which provides for the issuance of common stock awards of up to 20,000,000 shares in aggregate. The company filed with the SEC and distributed on April 25, 2007 an Information Statement to invite all shareholders to vote on the Plan in accordance with state and federal law. At December 31, ~~2014~~2015, we have issued 6,598 shares under the 2007 Plan.

16On December 28, 2005, the Company received consents from shareholders of 17,877,382 shares, representing a majority of the shares entitled to vote, approving the 2006 Equity Performance Plan which provides for the issuance of common stock awards of up to 10,000,000 shares in aggregate. The company filed with the SEC and distributed on January 10, 2006 an Information Statement to the shareholders who had not given their consent in accordance with state and federal law. We issued 834 common shares under this plan during 2008, 1982 during 2007, and 846 common shares under this plan during 2006. At December 31, 2015, we have issued 3,662 shares under the 2006 Plan.

On December 28, 2005 the company received consents from shareholders of 17,877,382 shares, representing a majority of the shares entitled to vote, approving the 2006 Equity Performance Plan which provides for the issuance of common stock awards of up to 10,000,000 shares in aggregate. The company filed with the SEC and distributed on January 10, 2006 an Information Statement to the shareholders who had not given their consent in accordance with state and federal law. We issued 834 common shares under this plan during 2008, 1982 during 2007, and 846 common shares under this plan during 2006. At December 31, 2014 we have issued 3,662 shares under the 2006 Plan.13

On September 11, 2013, the company received consents from a majority of the shares entitled to vote, approving the 2013 Equity Performance Plan which provides the issuance of common stock awards of up to 50,000,000 shares in aggregate. Upon approval of the 2013 plan both the 2006 Plan and the 2007 Plan were terminated and no additional grants were to be made under those plans. As of December 31, ~~2014~~2015, no shares have been issued.

Employment Agreements

We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. Our executive officers are compensated on a monthly basis for services performed for the company and its subsidiary.

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

The following table sets forth, as of ~~January~~July 1110, ~~2016~~2017, the name and shareholdings of each person who owns of record, or was known by us to own beneficially*, 5% or more of the 34,~~644~~269,909,409 shares of the common stock currently issued and outstanding ~~as of April 23, 2015~~; the name and shareholdings, of each director; and the shareholdings of all executive officers and directors as a group.

NAME OF PERSON OR GROUP	NUMBER OF SHARES OWNED *	PERCENTAGE OF OWNERSHIP
Robert Landau (1)(2)	729,264,987	20%
Robert Landau (1)(2)(3)(4)	4,994,909,987	57.8%
Asher Enterprises, Inc.(3)	76,332,902	2.09%
All executive officers and directors as a group (two persons)	4,994,909,987	57.8%
Magna Group, LLC(3)	1,006,703,532	9.9%
Iconic Holdings, LLC(3)	2,561,188,690	9.9%
All executive officers and directors as a group (two persons)	729,264,987	20%

______________

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

Represents less than 1%

(1)

The person’s business address is c/o Pacific Gold Corp., ~~157~~#304-85 ~~Adelaide~~Scarsdale ~~Street West~~Rd., ~~Suite 600,~~ Toronto, ~~Ontario~~ON, ~~M5H~~M3B ~~4E7~~2R2.

(2)

Includes ~~104~~625,~~202~~062,085 shares of common stock owned by ~~Jabi~~Leveljump Inc., ~~25,000,000 shares issuable upon the conversion of convertible preferred shares held by Jabi Inc. and 28,712 shares issuable upon the conversion of convertible notes held by Jabi Inc.~~ Mr. Landau is the sole shareholder and director of ~~Jabi~~Leveljump Inc. and exercises voting and dispositive power over the shares of common stock beneficially owned by ~~Jabi~~Leveljump Inc.

(3)

~~subject~~Includes to3,000,000,000 ashares ~~holding~~of ~~limit~~common stock that can be issued upon conversion of 9300,000 shares of preferred stock owed by Leveljump Inc.~~9%.~~

(4)

Includes 1,369,645,000 shares of common stock that can be issued upon conversion of Convertible Promissory Notes held by Leveljump Inc.

As of December 31, ~~2014~~2015, Pacific Gold owes $1,~~165~~248,~~000~~376 in principal and $62121,~~164~~269 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~~During 2016, the note iswas ~~due~~extended onto a maturity date of June 30, ~~2016~~2019 and is convertible into shares of common stock of Pacific Gold at $0.0001 per share. OnThe ~~June~~note ~~10,~~is ~~2013~~presented ~~the~~net ~~Company issued 300,000~~ of ~~Series A preferred shares on conversion of~~ $~~300~~312,~~000~~500 ofin ~~the note principal~~discount. ~~For~~As ~~the~~of ~~year ended~~ December 31, 2014, the ~~company~~balance ~~received~~on ~~$58,230~~the innote ~~additional~~was ~~proceeds and have paid~~ $~~318~~1,~~730~~165,000 ~~towards~~in ~~the~~principal ~~balance.~~and ~~The note is presented net of~~ $~~937~~62,~~500~~164 in ~~discount~~accrued interest.

As of December 31, ~~2014~~2015, Pacific Gold owes a total of $952,000 in principal and $51146,~~099~~295 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~~was ~~due~~extended onto a maturity date of June 30, 2019 during 2016 and is convertible into shares of common stock of Pacific Gold at $0.01 ~~For~~per ~~the~~share. ~~year~~As ~~ended~~of December 31, 2014, the ~~company~~balance ~~received~~on the note was $~~246~~952,~~835~~000 in ~~additional~~principal ~~proceeds~~ and ~~have sold~~ $~~355~~51,~~000~~099 ofin ~~the~~accrued ~~notes to a third party investor~~interest.

17Compensation for Robert Landau’s services as CEO is Paid to Leveljump Inc., a company that Mr. Landau controls.

~~Compensation~~As of December 31, 2015, Pacific gold owes $67,013 to its CEO. Of which $36,000 for ~~Robert~~accrued ~~Landau’s~~and unpaid services as CEO isand ~~Paid~~$31,013 tofor ~~Jabi~~accrued ~~Inc.~~business aexpenses ~~Company~~ that ~~Mr.~~were ~~Landau~~not ~~controls~~yet reimbursed.

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

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The Company paid audit and financial statement review fees ~~totaling $2,800~~ for the fiscal year ended December 31, ~~2014~~2015 totaling $17,750 to ~~Silberstein~~Accell ~~Ungar~~Audit and Compliance, ~~LLC~~PA.

The ~~company~~Company paid audit and financial statement review fees for the fiscal year ended December 31, 2014 totaling $2,800 to Silberstein Ungar, LLC and $22,100 to KLJ & Associates, LLP.

The Company paid audit and financial statement review fees totaling $26,600 for the fiscal year ended December 31, 2013 to Silberstein Ungar, PLLC.

Tax Fees

~~The Company paid tax fees totaling $1,200 for the fiscal year ended December 31, 2013 to KLJ & Associates, LLC.~~None

All Other Fees

None

Audit committee policies & procedures

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

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

a. Exhibits

Exhibit Number

Name of Exhibit

3.1

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

3.2

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

3.3

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

3.4

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

3.5

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

3.6

Amendment of Pacific Gold Corp, Articles of Incorporation for change in authorized common stock and stock consolidation dated October 21, 2013 (incorporated by reference to registrant’s Form 8-K filed on October 18, 2013)

3.7

Results from the Annual Shareholders Meeting of Pacific Gold Corp and the approval of stock consolidation and 2013 Performance Equity Plan dated September 11, 2013 (incorporated by reference to registrant’s Form 8-K filed on September 11, 2013)

3.8

Certificate of Designation for Preferred Share issuance for Pacific Gold Corp dated June 7, 2013 (incorporated by reference to registrant’s Form 8-K filed on June 10, 2013)

3.9

Articles of Merger for Pilot Mountain Resources, Inc. and Pacific Gold Corp dated September 30, 2013 (incorporated by reference to registrant’s Form 10-K filed on April 4, 2014)

4.1

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

4.2

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

4.3

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

4.4

Convertible Promissory Notes issued to Al Landau on May 11, 2012, December 5, 2012 and April 22, 2013. (incorporated by reference to registrant’s Form 10-K/A, filed on August 1, 2013, Exhibit 4.4)

4.5

Notes Issued to Asher Enterprises, Inc. on September 10, 2012, October 25, 2012 and December 4, 2012. (incorporated by reference to registrant’s Form 10-K/A, filed on August 1, 2013, Exhibit 4.5)

4.6

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

4.76

Note Issued to Magna Group, LLC on April 12, 2013. (incorporated by reference to registrant’s Form 10-K/A, filed on August 1, 2013, Exhibit 4.7)

4.8

Convertible Promissory Notes issued to Richard Jagodnik on April 26, 2012 and March 25, 2013. (incorporated by reference to registrant’s Form 10-K/A, filed on August 1, 2013, Exhibit 4.8)

4.107

Convertible Promissory Notes issued to Richard Jagodnik and subsequently transferred to Asher Enterprises, Inc. on February 5, 2013 and March 19, 2013. (incorporated by reference to registrant’s Form 10-K/A, filed on August 1, 2013, Exhibit 4.10)

4.118

Convertible Promissory Notes issued to Al Landau and subsequently transferred to Iconic Holdings, LLC on September 25, 2013 (incorporated by reference to registrant’s Form 8-K filed on October 2, 2013)

4.129

Convertible Promissory Notes issued to Al Landau and subsequently transferred to Iconic Holdings, LLC on October 2, 2013 (incorporated by reference to registrant’s Form 8-K filed on October 9, 2013)

4.1310

Convertible Promissory Note issued to Al Landau on October 4, 2013 (incorporated by reference to registrant’s Form 10-K filed on April 4, 2014)

10.1

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

10.2

~~Nevada~~Fernley ~~Rea~~ Gold, Inc. Lease Agreement ~~regarding~~with ~~Bullion~~Butcher ~~Monarch~~Boy Mines, dated ~~October~~May 112, ~~2003~~2004. (incorporated by reference to registrant’s Form 10-K/A, filed on September 13, 2012, Exhibit 10.24)

10.3

~~Nevada~~Amended ~~Rae Gold, Inc. Lease~~ Agreement ~~regarding~~with ~~B&B~~Pilot ~~Claims~~Metals Inc., dated ~~June~~July 15, ~~2011.~~2013 (incorporated by reference to registrant’s Form 10-K~~/A,~~ filed on ~~September~~April 134, ~~2012, Exhibit 10.3~~2014)

10.4

~~Fernley~~Sale ~~Gold,~~of ~~Inc.~~shares ~~Lease~~of ~~Agreement~~Pacific ~~with~~Metals ~~Butcher Boy Mines, dated May 12, 2004~~Corp. (incorporated by reference to registrant’s Form 10-K~~/A,~~ filed on ~~September~~January 1328, ~~2012, Exhibit 10.4~~2016)

10.5

~~Amended~~Sale Agreement ~~with~~of ~~Pilot~~interest ~~Metals~~in ~~Inc.,~~Nevada ~~dated~~Rae ~~July 5~~Gold, ~~2013~~Inc (~~incorporated by reference to registrant’s Form 10-K filed on April 4, 2014~~1)

10.6

Lease Agreement with 777 Minerals Inc. (incorporated by reference to registrant’s Form 10-K filed on April 4, 2014)

10.7

Amendment to a Convertible Promissory Note held by Asher Enterprises, Inc. on November 26, 2013 (incorporated by reference to registrant’s Form 8-K filed on December 16, 2013)

10.8

Sale of shares of Pacific Metals Corp. (1)

10.9

Sale of interest in Nevada Rae Gold, Inc (1)

21.1

Subsidiaries of Pacific Gold Corp. (1)

23.1

Consent of Accell Audit and Compliance, PA (1)

23.2

Consent of ~~Silberstein~~KLJ ~~Ungar~~& Associates, LLP, PLLC (1)

31.1

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

31.2

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

32.1

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

(1) Filed herewith

2016

SIGNATURES

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

(Registrant)		PACIFIC GOLD CORP.
By:		/s/ Robert Landau
		Robert Landau, President
		(Chief Executive Officer)
Date:		~~January~~July 2810, ~~2016~~2017

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

Signatures	Title	Date
/s/ Robert Landau	Chief Executive Officer, Chief Financial Officer and Director (Principal	~~January~~July 2810, ~~2016~~2017
Robert Landau	Executive Officer and Principal Financial and Accounting Officer)

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