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

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pacific Gold Corporation
(Exact Name of registrant in its charter)
 
Wyoming
1040
To be applied
(State or jurisdiction of incorporation
or organization)
(Primary Standard Industrial Classification
Code Number)
(I.R.S. Employer Identification No.)
 
109 W. 17th Street., Cheyenne, WY 82001; Tel:
(Address and telephone number of principal executive offices)
 
Russell Heaton, CEO, 109 W. 17th Street, Cheyenne, WY 82001; Tel:
(Name, address and telephone number of agent for service)
 
With Copies to:
Russell Heaton, 2196 East Little Cloud Circle Sandy UT 84093

Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box  x.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

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

CALCULATION OF REGISTRATION FEE

Tile of each class of securities to
be registered
Share amount to be
registered
Proposed maximum
offering price per share (1)
 Proposed maximum aggregate
offering price
Amount of
registration fee (2)
Common Stock
4,000,000.00
$0.25
$1,250,000.00
$145.13

 
(1)
This is an initial offering of securities by the registrant and no current trading market exists for our common stock. The Offering price of the common stock offered hereunder has been arbitrarily determined by the Company and bears no relationship to any objective criterion of value. The price does not bear any relationship to the assets, book value, historical earnings or net worth of the Company. In determining the Offering Price, the Company considered such factors as the prospects, if any, of similar companies, the previous experience of management, the Company's anticipated results of operations, the present financial resources of the Company, and the likelihood of acceptance of this Offering.

 
(2)
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457.
 
 
 

 
 
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 13, 2011
 
PRELIMINARY PROSPECTUS
PACIFIC GOLD CORPORATION
Shares of Common Stock
2,400,000 Minimum - 4,000,000 Maximum
$0.25 per share
 
Pacific Gold Corporation (“Pacific Gold” or the "Company") is offering, on a “best-efforts” basis a minimum of 2,400,000 (the “Minimum Offering”) and a maximum of 4,000,000 (the “Maximum Offering”) shares of its common stock, $0.001 par value, at a purchase price of $0.25 per share (“Shares”). This is the initial offering of our Common Stock and no public market currently exists for the securities being offered in this prospectus. We are currently in the development stage and have nominal operations and minimal assets, which makes us a “shell company” as defined in Rule 12b-2 of the Exchange Act, as amended. Because we are considered a shell company, the securities sold in this offering can only be resold through (i) registration under the Securities Act of 1933, as amended (“Securities Act”), (ii) Section 4(1) under the Securities Act, if available, for non-affiliates, or (iii) by meeting the conditions of Rule 144(i) under the Securities Act which requires a minimal holding period of 12 months following Pacific Gold being no longer classified a shell company.

The proceeds from the sale of the Shares in this offering will be payable to Pacific Gold Corporation Trust Account f/b/o Pacific Gold Corporation. All subscription funds will be held in escrow in a non-interest bearing Trust Account at Jody Walker trust account pending the achievement of the Minimum Offering and no funds shall be released to Pacific Gold Corporation until such a time as the Minimum Offering is achieved. If the Minimum Offering is not achieved within 18 months of the effective date of this document, all subscription funds will be returned to investors promptly without interest or deduction of fees. The Company shall have the right, in its sole discretion, to extend the initial offering period an additional 18 months. See the section entitled "Plan of Distribution” herein. Neither the Company nor any subscriber shall receive interest no matter how long subscriber funds might be held.

We are offering the Shares on self-underwritten, best-efforts basis directly through our director, Russell Heaton. The Shares will be offered at a fixed price of $0.25 per share for a period not to exceed 18 months from the date of this prospectus, or any extension thereof. A market for our Common Stock may never develop. Initially, the Shares will be sold on our behalf by our director, Russell Heaton. Our director will not receive any commissions or other compensation from the offering for selling the Shares on our behalf. The intended methods of communication include telephone and personal contact.  As of this date, we have not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if we were to enter into such arrangements, we will file a post effective amendment to disclose those arrangements. For more information, see the prospectus sections titled “Plan of Distribution” and “Use of Proceeds”.

The offering may terminate on the earlier of: (i) the date when the sale of all 4,000,000 Shares is completed, (ii) anytime after the Minimum Offering of 2,400,000 shares of common stock is achieved, in the Company’s discretion, or (ii) 180 days from the effective date of this document, or any extension thereto.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PLEASE REFER TO “RISK FACTORS” BEGINNING ON PAGE THREE.

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Subject to completion, dated September 13, 2011

 
2

 
 
TABLE OF CONTENTS
 
 
Page
   
Summary
4
   
Summary Financial Information
4
   
Risk Factors
5
   
Forward-Looking Statements
9
   
Use of Proceeds
9
   
Determination of Offering Price
9
   
Dilution
10
   
Selling Shareholders
10
   
Plan of Distribution
10
   
Description of Securities
13
   
Interest of Named Experts and Counsel
14
   
Management Discussion, Analysis of Financial Condition, Results of Operations
14
   
Description of Business
16
   
Legal Proceedings
18
   
Market for Common Equity and Related Stockholder Matters
18
   
Changes in and Disagreements with Accountants
19
   
Available Information
19
   
Directors, Executive Officers, Promoters and Control Persons
20
   
Executive Compensation
20
   
Security Ownership of Certain Beneficial Owners and Management
20
   
Certain Relationships and Related Transactions
21
   
Disclosure of Commission Position of Indemnification for Securities Act Liabilities
22
   
Financial Statements
32

 
3

 
 
SUMMARY

This summary does not contain all of the information you should consider before buying shares of our common stock. You should read the entire prospectus carefully, especially the "Risk Factors" section and our consolidated financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in shares of our common stock.

PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.

We were incorporated on July 16, 2009, under the laws of the state of Wyoming. Our principal offices are located at 109 W. 17th Street, Cheyenne, WY 82001.

THE OFFERING

Securities Being Offered
A minimum of 2,400,000 and up to 4,000,000 shares of common stock, $0.001 par value.
Offering Price
$0.25 per share.
Terms of the Offering
We will determine when and how we will sell the common stock offered in this prospectus.
Termination of the Offering
The offering may terminate on the earlier of: (i) the date when the sale of all 4,000,000 Shares is completed, (ii) anytime after the Minimum Offering of 2,400,000 shares of common stock is achieved, in the Company’s discretion, or (ii) 180 days from the effective date of this document, or any extension thereto.
Use of Proceeds
 
We will use the net proceeds from this offering for general corporate purposes, including working capital and capital expenditures, and potentially for buying gold and silver properties and manufacturing facilities, distribution channels and mining operations.

SUMMARY OF OUR BUSINES

We are a start-up, exploration stage corporation engaged in the search for gold and silver. We intend to explore and acquire viable gold and silver claims and set up a mining operation specifically in the Caribou Gold District of Northern British Columbia, Canada. Other than $12,454 in cash, we have no assets and no property.


SUMMARY FINANCIAL INFORMATION

The tables below summarize the audited financial statements of Pacific Gold Corporation for the period July 16, 2009 (inception) to July 29, 2011:

BALANCE SHEET
 
As of July 29, 2011 (Audited)
 
         
Total Assets
  $ 12,454  
Total Liabilities
  $ 0  
Stockholders Equity
  $ 12,454  
         
INCOME STATEMENT
       
Revenue
  $ 0  
Total Expenses
  $ (4,273 )
Net Loss
  $ (4,273 )

RULE 419 – “BLANK CHECK COMPANY”
 
 
4

 
 
We are not a “blank check company” as defined by Rule 419 of the Securities Act of 1933, as amended, and therefore the registration statement need not comply with the requirements of Rule 419. Rule 419 defines a “blank check company” as a company that:

 
(1) is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and

 
(2) is issuing "penny stock," as defined in Rule 3a51-1 under the Securities Exchange Act of 1934.

We have a very specific business purpose and a bona fide plan of operations. Our business plan and purpose is to initially we intend to explore and acquire viable gold and silver claims and set up a mining operation specifically in the Caribou Gold District of Northern British Columbia, Canada.

As of September 13, 2011, we have not generated any revenue nor do we anticipate generating any revenue for at least 12 months from the date we close this offering, assuming we are able to place a sufficient amount of this offering. Upon receipt of adequate funding from this offering we intend to we intend to explore and acquire viable gold and silver claims and set up a mining operation specifically in the Caribou Gold District of Northern British Columbia, Canada. Lastly, we do not have any plans or intentions to engage in a merger or acquisition with an unidentified company or companies or other entity or person.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

Risks Associated with Pacific Gold Corporation, Our Financial Condition and Our Business Model

1.We are an exploration stage corporation, lack a business history and have losses that we expect to continue into the future. If the losses continue we will have to suspend operations or cease functioning.

We were incorporated on July 16, 2009 and we have not started our proposed business or realized any revenues. We have no business history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $4,273. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

 
·
our ability to find a profitable exploration property;
 
·
our ability to generate revenues; and
 
·
our ability to reduce exploration costs.

Based upon current plans, we expect to incur losses in future periods. This will happen because there are expenses associated with the exploration of potential mining properties. We may not be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

Potential investors should be aware of the difficulties normally encountered by a new enterprise and the high rate of failure of such enterprises. The potential for future success must be considered in light of the problems, expenses, difficulties complications and delays encountered in connection with the development of a business in the area in which we intend to operate and in connection with the formation and commencement of operations of a new business in general. These include, but are not limited to, competition and additional costs and expenses that may exceed current estimates. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and there can be no assurance that we will generate significant operating revenues in the future or ever achieve profitable operations.

2.We have no known mineral reserves and we may not find any gold or if we find gold it may not be in economic quantities. If we fail to find any gold or if we are unable to find gold in economic quantities, we will have to cease operations.

We have no known mineral reserves. Even if we find gold it may not be of sufficient quantity so as to warrant recovery. Additionally, even if we find gold in sufficient quantity to warrant recovery it ultimately may not be recoverable. Finally, even if any gold is recoverable, we do not know that this can be done at a profit. Failure to locate gold deposits in economically recoverable quantities will cause us to cease operations.
 
 
5

 
 
3.We require substantial funds merely to determine if mineral reserves exist on potential mining properties.

Any potential development and production of potential mining properties depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified engineers and geologists. Such programs require substantial additional funds. Any decision to further expand our plans on these exploration properties will involve the consideration and evaluation of several significant factors including, but not limited to:

 
·
Costs of bringing the property into production including exploration work, preparation of production feasibility studies, and construction of production facilities;
 
·
Availability and costs of financing;
 
·
Ongoing costs of production;
 
·
Market prices for the products to be produced;
 
·
Environmental compliance regulations and restraints; and
 
·
Political climate and/or governmental regulation and control.

4.If we decide not to complete both phases of our exploration program or should we decide that further exploration is not feasible we will have to cease operations and will go out of business.

Pacific Gold’s exploration plan consists of two phases. Commencement of the second phase is dependent on favorable completion of the first phase. Should Pacific Gold, for any reason, decide not to proceed with phase II of the exploration program, we will have to cease our business plan.  It will be necessary to analyze the data following each of the phases of the exploration program and come to a decision that further work is, or is not, warranted and that such work is likely, or not likely, to add value to a potential property prior to any decision being made as to proceeding to the next phase. In the event that the geoscientist who supervises the phase I program recommends in his written report, based on his evaluation of the results, that the property lacks merit and no further value would be obtained by proceeding with phase II, then a decision to not proceed with phase II would be made. Such a decision would not be made arbitrarily by management.

5.We depend on key personnel.

Pacific Gold is substantially dependent on the services of CEO and sole Director, Russell Heaton. In the event of the death, disability, departure or his insolvency, the business of the Company may be adversely affected. Mr. Heaton will devote such time and effort as he deems necessary for the management and administration of the Company’s business. However, he will continue to engage in various other business activities in addition to managing the Company and, consequently, will not devote his complete time to the Company’s business.  Since Mr. Heaton will make all management decisions, you should only purchase the Shares if you are comfortable entrusting him to make all decisions regarding the investments that will be acquired with the proceeds of this offering.

6.Our proposed business may be construed as being commensurate in scope with the uncertainty associated with a blank-check corporation.

Pacific Gold Corporation is an exploration stage corporation. We have no revenues, contracts or agreements with customers or suppliers and have conducted little business activity other than for the raising of initial seed capital and the filing of this registration statement. We have only $13,997 in total assets. However, because we have a specific business we believe we do not meet the criteria for the application of Rule 419, the blank check corporation prohibition of the Act.  Although we have a specific business plan, investors should be aware that as a exploration phase entity there is a risk that Pacific Gold’s business plan may not be successful in which case you may lose all of your investment.”

7.The probability of an individual prospect ever having reserves is extremely remote.

The worldwide mining industry is founded upon small parcels of land being explored by junior exploration entities while the chance of finding reserves on any individual prospect is almost infinitesimal. It is not uncommon to spend millions of dollars on a potential project, complete many phases of exploration and still not obtain reserves that can be economically exploited. Therefore, the chances of Pacific Gold’s potential properties having mineral reserves is remote.

8.Management lacks formal training in mineral exploration.

Our CEO (i.e., “Management”) has no professional accreditation or formal training in the business of exploration. With no direct training or experience in these areas our Management may not be fully aware of many of the specific requirements related to working within this industry. Decisions so made without this knowledge may not take into account standard engineering management approaches that experienced exploration corporations commonly make. Consequently, our business, earnings and ultimate financial success could suffer irreparable harm as a result of Management’s lack of experience in the industry. For this reason we will retain such technical experts as are required to provide professional and technical guidance.
 
 
6

 
 
9.Because we are small and poorly capitalized, we must limit our exploration. This may prevent us from realizing any revenues and you may lose your investment as a result.

Because we are small and do not have much capital, we must limit the time and money we expend on exploration of interests on any potential property we acquire. In particular, we may not:

 
·
spend as much money as we would like to explore a potential property on which we own or share mining interests;
 
·
devote the time we would like to explore the potential property on which we own or share mining interests.;
 
·
rent the quality of equipment we would like to have for exploration; or
 
·
have the number of people working on the property on which we own or share mining interests that we would like to have.

By limiting our operations, it may take longer and cost more to explore our optioned property and decrease the likelihood of finding minerals, if they exist.

10.Because we are in the development stage and have nominal assets and minimal operations, we are considered a “shell company” and our business is difficult to evaluate.

We are currently in the development stage and have nominal operations and minimal assets, which makes us a “shell company” as defined in Rule 12b-2 of the Exchange Act, as amended. Because we are considered a shell company, the securities sold in this offering can only be resold through (i) registration under the Securities Act of 1933, as amended (“Securities Act”), (ii) Section 4(1) under the Securities Act, if available, for non-affiliates, or (iii) by meeting the conditions of Rule 144(i) under the Securities Act which requires a minimal holding period of 12 months following Pacific Gold being no longer classified a shell company.
To effectively eliminate our status as a shell company we will need to identify and acquire a suitable mining property and commence mining operations. If we are able to fully subscribe this offering, we should be able to accomplish these milestones. Since inception, we have primarily been engaged in organizational efforts and developing our overall business plan and future growth strategy.
Additionally, because we are currently a shell company with nominal assets and operations, there is a risk that we will be unable to continue as a going concern. We do not anticipate generating significant revenues or attaining profitability from operations for at least ten more months. We currently do not have any revenue. We anticipate we will continue sustaining operating expenses over the next 12 months, probably even longer. This will likely result in us continuing to incur net operating losses for the foreseeable future. There is no guarantee that we will ever develop and sustain a suitable business operation.

Risk Factors Relating to Our Common Stock and This Offering

11.      There is no public (trading) market for our common stock and there is no assurance that our common stock will ever trade on a recognized exchange or dealers’ network. Therefore, anyone investing in this offering may not be able to sell his or her shares.

There is no public (trading) market for our common stock and there is no assurance that our common stock will ever trade on a recognized exchange or dealers’ network. Therefore, anyone investing in this offering may not be able to sell his or her shares.
Our common stock is not listed on any exchange or quoted on any similar quotation service, and there is currently no public market for our common stock.  We are in preliminary discussions with Pennaluna & Company to enable our common stock to be quoted on the OTC Bulletin Board upon effectiveness of this registration; however, we can provide no assurance that our common stock will ever be quoted on any quotation service or that any market for our common stock will ever develop. As a result, stockholders may be unable to liquidate their investments, or may encounter considerable delay in selling shares of our common stock. We have not engaged an underwriter for this offering. Therefore, we cannot assure you that any brokerage firm will act as a market maker of our securities. A trading market may not develop in the future, and if one does develop, it may not be sustained. If an active trading market does develop, the market price of our common stock is likely to be highly volatile due to, among other things, the nature of our business and because we are a new public company with a limited operating history. Further, even if a public market develops, the volume of trading in our common stock will presumably be limited and likely be dominated by a few individual stockholders. The limited volume, if any, will make the price of our common stock subject to manipulation by one or more stockholders and will significantly limit the number of shares that one can purchase or sell in a short period of time. The market price of our common stock may also fluctuate significantly in response to the following factors, most of which are beyond our control:

 
·
variations in our quarterly operating results;
 
·
changes in general economic conditions; and
 
·
the addition or loss of key managerial and collaborative personnel.
 
 
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The equity markets have, on occasion, experienced significant price and volume fluctuations that have affected the market prices for many companies' securities and that have often been unrelated to the operating performance of these companies. Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance.
As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.

12.      We will sell this offering without an underwriter and may be unable to sell any shares.

This offering is self-underwritten, that is, we have not engaged the services of an underwriter to sell the shares. We intend to sell our shares through our sole director who will receive no commissions or other forms of compensation for doing this for us. Our director will offer the shares to friends, family members, and other business associates. However, there is no guarantee that he will be able to sell any of the shares. Unless they are successful in selling the shares and we receive the proceeds from this offering, we may have to seek alternative financing before we are able to proceed with our business plan.

13.           If our common stock is accepted for quotation on the OTC Bulletin Board it will be subject to the "Penny Stock" rules of the SEC, which may limit the trading market in our common stock and make transactions in our stock cumbersome, thereby possibly reducing the value of an investment in our common stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

 
·
that a broker or dealer approve a person's account for transactions in penny stocks; and
 
·
the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

 
·
obtain financial information, investment experience and investment objectives of the person; and
 
·
make a reasonable determination that the transactions in penny stocks are suitable for that person and that the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

 
·
sets forth the basis on which the broker or dealer made the suitability determination; and
 
·
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to sell shares of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

14.      Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results.

Our business is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”). We are also required to comply with the internal control evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002. We are in the process of determining whether our existing internal controls over financial reporting systems are compliant with Section 404. This process may divert internal resources and will take a significant amount of time, effort and expense to complete. If it is determined that we are not in compliance with Section 404, we may be required to implement new internal control procedures and reevaluate our financial reporting. We may experience higher than anticipated operating expenses as well as outside auditor fees during the implementation of these changes and thereafter. Further, we may need to hire additional qualified personnel in order for us to be compliant with Section 404. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results.
 
 
8

 
 
15.      Volatility in our common share price may subject us to securities litigation, thereby diverting our resources which may materially affect our profitability and results of operations.

We expect the market for our common stock, if one ever develops, to be characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources.

FORWARD-LOOKING STATEMENTS

This discussion contains certain statements, which may be viewed as forward-looking statements that involve risks and uncertainties. When used herein, the words "believes", "anticipates", "expects" and similar expressions are intended in certain circumstances, to identify forward-looking statements.  Such statements are subject to a number of risks and uncertainties that could
cause actual results to differ materially from those projected, including the risks of a startup company becoming profitable and raising the funds required to do so. Given these uncertainties, you are cautioned not to place undue reliance on such statements. There are no assurances the company can fulfill such forward-looking statements. Such forward-looking statements are only predictions; actual events or results may differ materially as a result of risks facing the company. Some of these risks include changes in government regulations, lack of financing and undercapitalization, inability to compete on a price level with competitors, loss of supply contracts, and increases in shipping costs

USE OF PROCEEDS

Without realizing the Minimum Offering proceeds, we will not be able to commence planned operations and implement our business plan. The proceeds from the sale of the shares in this offering will be payable to Pacific Gold Trust Account f/b/o Pacific Gold Corporation. All subscription funds will be held in escrow in a non-interest bearing Trust Account at Jody Walker (the “Escrow Account”), pending the achievement of the Minimum Offering.

We will use the net proceeds of this offering for general corporate purposes, including working capital and capital expenditures and potentially for establishing its manufacturing facilities, distribution channels, and construction operations.  A more detailed description of our anticipated expenses can be found under the “Description of Business” section of this Prospectus.  We have not yet determined all of our anticipated expenditures and therefore cannot estimate the exact amounts to be used for all of the purposes discussed above. Accordingly, our management will have broad discretion in applying the net proceeds from this offering.

The Company intends to use the proceeds from this offering as follows:

 
Minimum Offering
Maximum Offering
Application of Proceeds
$
% of
total
% of net
proceeds
$
% of
total
% of net
proceeds
Total Offering Proceeds
600,000
100.00%
100.00%
$1,000,000
100.00%
100.00%
Mining Property Acquisition
400,000
66.67%
66.67%
800,000
80%
80%
Excavator (Rent) ($750/day x 20 days)
10,000
1.67%
1.67%
10,000
1.00%
1.00%
Geological Supervision ($ 300/day x 20 days)
6,000
1.00%
1.00%
6,000
0.60%
0.60%
Camp costs ($ 200/day x 20 days)
4,000
0.67%
0.67%
4,000
0.40%
0.40%
Assay costs
8,000
1.33%
1.33%
8,000
0.80%
0.80%
Supplies
1,500
0.25%
0.25%
1,500
0.15%
0.15%
Trommel operations/prospecting ($ 400/day x 25 days)
10,000
1.67%
1.67%
10,000
1.00%
1.00%
Working Capital and Expenses
160,500
26.75%
26.75%
160,500
16.05%
16.05%
TOTAL
600,000
100%
100%
1,000,000
100%
100%

DETERMINATION OF OFFERING PRICE

The offering price of the shares was arbitrarily determined by us. The offering price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a company. In determining the number of shares to be offered and the offering price, we took into consideration the amount of money we would need to begin to establish our mining operations. Accordingly, the offering price should not be considered an indication of the actual value of the securities.
 
9

 
 
DILUTION

Our net tangible book value as of July 29, 2011 was approximately $12,454, or $0.05 per share of common stock based on 262,700 shares of common stock outstanding. Net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of July 29, 2011. Dilution in net tangible book value per share to new investors represents the difference between the amount per share paid by purchasers of shares of class A common stock in this offering and the net tangible book value per share of common stock immediately after completion of this offering.

After giving effect to the sale of the minimum offering of 2,400,000 shares of class A common stock by us in this offering at the offering price of $0.25 per share, and after deducting estimated offering expenses payable by us of $10,135.00 (consisting of SEC registration fees of $145, printing and shipping expenses of $2,000, legal and professional fess of $3,500 and accounting fees of $2,500, and transfer agent and miscellaneous expenses of $2,000), our net tangible book value would be approximately $602,319.00, or $0.23 per share of common stock. This represents an immediate increase in net tangible book value of $0.18 per share of class A common stock to existing stockholders and an immediate dilution in net tangible book value of $0.02 per share to new investors purchasing shares of class A common stock in this offering based on the minimum offering amount.

After giving effect to the sale of the maximum offering of 4,000,000 shares of class A common stock by us in this offering at the offering price of $0.25 per share, and after deducting estimated offering expenses payable by us of $10,010.00, our net tangible book value would be approximately $1,002,319.00, or $0.24 per share of common stock. This represents an immediate increase in net tangible book value of $0.19 per share of class A common stock to existing stockholders and an immediate dilution in net tangible book value of $0.01 per share to new investors purchasing shares of class A common stock in this offering based on the minimum offering amount.  The following table illustrates this per share dilution:

Minimum Offering ($600,000)
   
Public offering price per share of class A common stock
 
$0.25
Net tangible book value per common share as of July 29, 2011
$0.05
 
Increase in net tangible book value per share attributable to existing stockholders
$0.18
 
Net tangible book value per share as adjusted after this offering
 
$0.23
Dilution per share to new investors
 
$0.02

Maximum Offering ($1,000,000)
   
Public offering price per share of class A common stock
 
$0.25
Net tangible book value per common share as of July 29, 2011
$0.05
 
Increase in net tangible book value per share attributable to existing stockholders
$0.19
 
Net tangible book value per share as adjusted after this offering
 
$0.24
Dilution per share to new investors
 
$0.01

SELLING SHAREHOLDERS

There are no selling shareholders involved in this offering.

PLAN OF DISTRIBUTION

As of the date of this prospectus, there is no market for our securities. After the date of this prospectus, we expect to have an application filed with the Financial Industry Regulatory Authority for our common stock to be eligible for trading on the OTC Bulletin Board. Until our common stock becomes eligible for trading on the OTC Bulletin Board, this will be a self-underwritten “best-efforts” offering. This prospectus is part of a prospectus that permits our director, Russell Heaton, to sell the shares of common stock directly to the public with no commission or other remuneration payable to our director for any share he may sell. Our director will sell the shares and intend to offer them to friends, family members, and personal and professional acquaintances.  In offering the securities on our behalf, our directors will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. In their endeavors to sell this offering, our directors will not use any mass-advertising methods such as the Internet or print media.
 
The proceeds from the sale of the Shares in this offering will be payable to Pacific Gold Corporation Trust Account f/b/o Pacific Gold Corporation. All subscription funds will be held in escrow in a non-interest bearing Trust Account at Jody Walker Esq. Trust account, pending the achievement of the Minimum Offering and no funds shall be released to Pacific Gold Corporation until such a time as the Minimum Offering is achieved. If the Minimum Offering is not achieved within 18 months of the effective date of this document, all subscription funds will be returned to investors promptly without interest or deduction of fees. The Company shall have the right, in its sole discretion, to extend the initial offering period an additional 18 months, but in no event shall this offering continue for more than two years following the effective date of this document.
 
 
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Our director will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), in reliance upon Rule 3a4-1, which sets forth the conditions under which a person associated with an issuer, may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer. The conditions are that:

 
1)
The person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Exchange Act, at the time of his participation;
 
2)
The person is not compensated in connection with his or her participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

 
3)
The person is not at the time of their participation, an associated person of a broker-dealer; and

 
4)
The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he or she (a) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (b) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and (c) does not participate in selling and offering of securities for any issuer more than once every 12 months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Our director is not statutorily disqualified, is not being compensated, and is not associated with a broker-dealer. He is and will continue to be our director at the end of this offering and is not currently and has not been during the last 12 months a broker-dealer or associated with a broker-dealer.  He has not during the last 12 months and will not in the next 12 months offer or sell securities for another corporation.

Until our common stock becomes eligible for trading on the OTC Bulletin Board, we will be offering our shares of common stock at a fixed price of $0.25 per share of common stock. After our common stock becomes eligible for trading on the OTC Bulletin Board, such sales may be at fixed prices prevailing at the time of sale, at prices related to the market prices or at negotiated prices.

 
·
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 
·
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

 
·
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

 
·
an exchange distribution in accordance with the rules of the applicable exchange;

 
·
privately negotiated transactions;

 
·
settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

 
·
broker-dealers may agree with the selling security holders to sell a specified number of shares at a stipulated price per share;

 
·
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

 
·
a combination of any of these methods of sale; or

 
·
any other method permitted pursuant to applicable law.

If the stock ever becomes tradable, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. As a result, investors may be unable to sell their shares at or greater than the price at which they are being offered.
 
 
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Section 15(g) of the Exchange Act

Our shares are covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses).

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker-dealers selling penny stocks to provide their customers with monthly account statements. Rule 15g-9 requires broker-dealers to:

 
·
approve the transaction for the customer's account;

 
·
obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased;

 
·
obtain from the customer information regarding his investment experience;

 
·
make a determination that the investment is suitable for the investor;

 
·
deliver to the customer a written statement for the basis for the suitability determination;

 
·
notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and

 
·
provide the customer with FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker-dealers and their associated persons.

The application of the penny stock rules may affect your ability to resell your shares.

State Blue Sky Laws

There can be no assurance that all, or any, of the shares will be sold. In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which we have complied. The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available. As of this date, we have not identified the specific states where the offering will be sold. We will file a pre-effective amendment indicating which state(s) the securities are to be sold pursuant to this registration statement.

Terms of the Offering

We are offering on a best-efforts basis a minimum of 2,400,000 and up to 4,000,000 shares of our common stock at a price of $0.25 per share. This is the initial offering of our common stock and no public market exists for the securities being offered. We are offering the shares through a “self-underwritten” offering, directly through our directors. The shares will be offered at a fixed price of $0.25 per share for a period of 18 months from the date of this prospectus, or any extension thereof. There is no minimum number of shares required to be purchased. This offering is on a best effort basis. No commission or other compensation related to the sale of the shares will be paid to our directors.The intended methods of communication include, without limitations, telephone, and personal contact.
 
 
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The offering may terminate on the earlier of: (i) the date when the sale of all 4,000,000 shares is completed, (ii) anytime after the minimum offering of 2,400,000 shares of common stock is achieved, or (iii) 18 months from the effective date of this document or any extension thereto. The offering will in no event continue for more than two years following the effective date of this document.

There can be no assurance that any of the shares will be sold. We have not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent, nor do we intend to enter into any such agreement or arrangement with any broker/dealer or sales agent.
In order to comply with the applicable securities laws of certain states, the securities will be offered or sold only in those states if they have been registered or qualified for sale or an exemption from such registration or qualification requirement is available and with which we have complied.

Procedures for Subscribing

If you decide to subscribe for any shares in this offering, you must: (i) execute and deliver a subscription agreement; and (ii) deliver a check or certified funds to us for acceptance or rejection. All checks for subscriptions must be made payable to Pacific Gold Corporation.

Investors can purchase common stock in this offering by contacting the Company. All payments must be made in United States currency either by personal check, bank draft, or cashiers check. There is no minimum subscription requirement. All subscription agreements and checks are irrevocable. The Company expressly reserves the right to either accept or reject any subscription. Any subscription rejected will be returned to the subscriber within 5 business days of the rejection date. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once we accept a subscription, the subscriber cannot withdraw it.

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of 500,000,000 shares of common stock,, $.001 par value per share.

Common Stock

As of May 12, 2011, there were 262,700 shares of our common stock issued and outstanding held by 44 stockholders of record.

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.


Preferred Stock

We do not have an authorized class of preferred stock.
 
 
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Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have any outstanding warrants to purchase shares of our common stock.

Options

We have not issued and do not have any outstanding options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, an interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Luc Nguyen, Attorney at Law, with an address of 1192 Draper Pkwy., #244, Draper, UT 84020, has provided an opinion on the validity of our common stock.

The financial statements included in this prospectus and the registration statement have been audited by Lenning & Company to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

MANAGEMENT DISCUSSION, ANALYSIS OF FINANCIAL CONDITION, RESULTS OF OPERATIONS

Plan of Operation

We are a start-up, exploration stage corporation engaged in the search for gold and have not yet generated or realized any revenues from our business. We do not anticipate generating significant revenues until we are able to secure a potential mining claim and begin successful extraction of gold from such claim.

To meet our need for cash we are attempting to raise money from this offering. If we are able to raise sufficient funds from this offering we will be able to conduct the investigative phase of operations to identify a suitable mining claim and begin operations for the extraction of gold. However, if we fail to complete the offering, even at the minimum subscription level, we will have to cease our operations.

We do not expect any changes or hiring of employees since contracts are given to consultants and sub-contractor specialists in specific fields of expertise for the exploration work. We do not expect to purchase or sell any plant or significant equipment. We intend to lease or rent any equipment, such as an excavator, trommel, generators and so on that we will need in order to carry out our exploration activities. Since we are an exploration stage company, there is no assurance that commercially exploitable reserves of valuable minerals exist on any property that we now own or may own in the future.  We will need to do further exploration before a final evaluation of the economic and legal feasibility of our future exploration is determined.

Our success will depend upon finding commercially producible quantities of minerals, which are mineral deposits that have been identified through appropriate spaced drilling or underground sampling as having sufficient tonnage and average grade of metals to profitably remove them.  If we do not find commercially producible mineral deposits or if we cannot remove such deposits
because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations.

There can be no assurance that we will be able to acquire any mineral property that has commercially producible quantities of any mineral, or that we will discover them if they exist.  If we are unable to find reserves of valuable minerals or if we cannot remove the minerals because we either do not have the capital to do so, or because it is not economically feasible to do so, then we may cease operations and our stockholders may lose their investment.
 
 
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We intend to seek out prospective mineral exploration properties by retaining the services of professional mining geologists to be selected.  As of the date of this prospectus, we have not selected a geologist.  We are initially focusing our exploration efforts in the Province of British Columbia, but we will also consider exploration opportunities elsewhere in Washington, Oregon and California. If our proposed exploration program identifies high priority geological targets suitable for a diamond drilling program, we will need to raise additional funding to finance the drilling program and any additional drilling and engineering studies that are required before we will know if we have commercially exploitable reserves of valuable minerals.  We anticipate that any additional funding that we require will be in the form of equity financing from the sale of our common stock.  There is no assurance, however, that we will be able to raise sufficient funding from the sale of our common stock.  The risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated.  We do not have any arrangements in place for any future equity financing.  If we are unable to secure additional funding, we may cease or suspend operations.  We have no plans, arrangements or contingencies in place in the event that we cease operations.

Over the next 12 months we intend to complete Phase I of the exploration plan. Upon successful completion of the exploratory Phase I, we will commence Phase II of operations, which will include the extraction, processing and sale of any potential gold.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We are in the start-up stage of operations and have yet to generate any revenues. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns, such as increases in administration expenditures associated with daily operations, increases in accounting and audit fees, and increases in legal fees related to filings and regulatory compliance.

To become profitable, we have to successfully acquire a suitable mining claim and successfully extract sufficient quantities of gold to cover our costs and generate a profit. We anticipate relying on equity sales of our common stock in order to continue to fund our business operations until we are able to generate sufficient revenues to cover our operating expenses, which may never happen. Issuances of additional shares will result in dilution to our then existing stockholders. There is no assurance that we will be able to make any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

Currently, we do not have any arrangements for additional financing. We have no assurance that future financing will be available to us on acceptable terms.If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of Operations

From Inception on July 16, 2009 through May 12, 2011.

During the period from July 16, 2009 (inception) through May 12, 2011, we have had minimal operations and have devoted most of our efforts to developing our business plan, issuing common stock, attempting to raise capital, and establishing an accounting system and other administrative functions. We have generated no revenue and incurred $4,273 in losses since inception, which includes $273 in administrative fees related to our formation and $4,000 we paid to an outside consultant, and included incorporation and formation assistance, preparation of this prospectus and related registration statement on Form S-1, and continued EDGAR filing support and services.

Liquidity and Capital Resources

As of June 15 2011, we had no hard assets.  Further, we had no external credit facilities (i.e. bank loans, revolving lines of credit, etc.), nor do we anticipate obtaining any external credit facilities in the immediate future.

We expect to incur continued losses over the next 12 months, possibly even longer. As of May 25, 2011, we had hard assets, and we believe that we need at least $600,000 to meet our minimal working capital requirements over the next 12 months. Our intention is to obtain this money through this offering.  We are conducting this minimal offering through this prospectus aimed at raising enough capital to initiate operations
 
 
15

 
 
DESCRIPTION OF BUSINESS

You should rely only on the information contained in this prospectus or any supplement hereto. We have not authorized anyone to provide you with different information. If anyone provides you with different information, you should not rely on it. We are not making an offer to sell the shares in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, regardless of the date of delivery of this prospectus or any supplement hereto, or the sale of the shares. Our business, financial condition, results of operations and prospects may have changed since that date.

Overview of Our Business

We were incorporated in the State of Wyoming on July 16, 2009. Our statutory registered agent's office is located at 109 W. 17th Street., Cheyenne, WY 82001 and our business office is located 2196 East Little Cloud Circle Sandy UT 84093.  We have not had any bankruptcy, receivership or similar proceeding since incorporation. There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation. We have no intention of entering into a merger or acquisition within the next twelve months and we have a specific business plan and timetable to complete phase I of our exploration program based on the success of this offering.

Business Development

Pacific Gold is an exploration stage corporation. Our first order of business will be to identify and acquire a mining claim in the Caribou Gold District of Northern British Columbia, Canada with potential gold deposits (the “Mining Claim”).  Generally, there are two types of ownership involving mining claims that can be acquired, patented mining claims and unpatented mining claims. A patented mining claim is one for which the federal government has passed its title to the claimant, making it private land. A person may mine and remove minerals from a mining claim without a mineral patent. However, a mineral patent gives the owner exclusive title to the locatable minerals. It also gives the owner title to the surface and other resources. With a patented claim the owner owns the land as well as the minerals. An unpatented mining claim is a particular parcel of federal land, valuable for a specific mineral deposit or deposits. It is a parcel for which an individual has asserted a right of possession. The right is restricted to the extraction and development of a mineral deposit. With an unpatented claim the owner of the claim is leasing, from the government, the right to extract minerals. No land ownership is conveyed.  Pacific Gold will initially pursue unpatented claims since they are less costly than patented claim, but may be open to acquiring patented claims in the future depending on its financial position.

Within the ownership framework of patented and unpatented mining claims there is a subset of mining claims differentiated by the type of mining permitted on the claims.  These two types of claims include lode and placer claims. A lode claim is a claim over a hard rock deposit.  Lode deposits are mineral deposits found in rock that commonly must be blasted and then milled to remove the valuable minerals. Lode claims cover classic veins or lodes having well-defined boundaries and also include other rock in-place bearing valuable mineral deposits. Examples include quartz or veins bearing gold or other metallic mineral deposits such as copper-bearing granites. A placer claim is a claim over gold-bearing sand or gravel, often along a stream or river. Placer claims cover all those deposits not subject to lode claims. Originally, placer claims included only deposits of mineral-bearing sand and gravel containing free gold or other detritus minerals. Placer deposits have accumulated through weathering and then transportation and concentration of the minerals in stream sediments. Basically the difference between a lode claim and a placer claim is that lode claims are staked on hard rock deposits and placer claims are staked on unconsolidated deposits.  Because lode deposits are capital and labor intensive to exploit, Pacific Gold will initially seek to acquire placer claims exclusively.

There will be no assurance that a commercially viable deposit will exist on any mining claim we acquire. Further exploration will be required before an evaluation as to the economic and legal feasibility of any claim is determined.

Exploration

Our business plan is to proceed with initial exploration of potential mining claims in the Caribou Gold District of Northern British Columbia, Canada to determine if there are commercially exploitable deposits of gold. We must conduct exploration to determine if gold exists on potential mining claims and if any is found it can be economically extracted and profitably processed.   To assist with our exploration activities, it is our intention to retain a geologist to evaluate viable mining claims.  We have budgeted up to $6,000 for the retention of a geologist at a rate of $300/day for up to 20 days.  We anticipate that 90-120 days will be allotted to identifying a suitable mining claim with the remaining budgeted days utilized for supervision over the mining operations.
 
 
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Mining Operations

We will contract with two laborers for work on our mining operation. Once the geologist establishes the best areas to mine on our Mining Claim, we will establish operations in those specific areas.  Operations will be mobile and will be shifted to different areas of our Mining Claim as recommended by the geologist.  The method of extracting gold that we have elected will be through the use of a trommel system.  A rented excavator will load the dirt to feed the trommel.  This type of system can be operated by two individuals. A trommel, also referred to as a washing drum, is a cylindrical elongated tube used to clean and separate rocks and dirt from gold.  Gold is heavier then dirt and small rocks and will sit on the bottom in order for dirt and rocks to wash away.

Concurrent with commencement of our mining operations, we will develop relationships (based on market prices) with national and international gold dealers and wholesalers that will acquire the Company’s inventory of mined gold. In order to create a value added product our gold will have to be smelted and assayed.  Towards that end, Pacific Gold will establish relationships with established local smelting companies near the mining operation. These companies can also assay our silver and gold.  To local smelting companies we may enter into arrangements with are Imperial Smelting Vancouver B.C. and Rio Tinto Alcan in Kitimat, B.C.  Once we have either silver and gold in hand, we will contact the smelter for best pricing.  The working capital requirements of our company include general administrative expenses, compensation, corporate overhead, office rental expense, accounting and professional expenses and similar expenses.
 
 
Proceeds not immediately required for the purposes described above will be held in our bank account. Although we have made allocations for the use of the net proceeds of the offering, management may change the allocations in its sole discretion based
on the amount of funds actually received. If less than all the shares are sold, we correspondingly will limit our activities to fewer activities. We also would reduce the working capital allocation and try to reduce the other anticipated expenses, especially in the area of exploration. Significant reductions in our business plan or delays in taking action may impair our ability to implement our business plan causing us to curtail all or substantial parts of our potential business operations.

History of Area

Northwest British Columbia contains a wealth of minerals, including gold, silver, copper, lead, zinc, molybdenum and anthracite coal. The value of many of these minerals have more than doubled in the past five years, creating a rush to develop new mining projects. In the Stikine and Taku regions of Northwest British Columbia, many new mines have been claimed, proposed, and more exploration projects are underway.

The history of the Caribou Gold Belt is long and extensive and is covered in numerous books and reports. The area around Mount Burns has seen several generations of placer operations, as well as limited lode production. A number of Geologists over several decades have contributed to the current interpretation of the geology of the Caribou Gold Belt.

Accessibility, Climate, Local Resources, Infrastructure and Geography

Many properties are located in the Wells, B.C. and Mount Burns areas – Mount Amador in the Quesnel Highland. Elevations range from 1200 meters in the Slough Creek lowlands to 1680 meters near the tops of the Mounts. The slopes are forest covered with some commercial Pine and Spruce along with a majority of decadent Balsam. The area is in a moist climatic belt, subject to heavy snowfall in winter and generally rainy conditions in summer. The area is usually snow free from late May to early November.

Deposit Types

There are currently four “types” of gold bearing “deposits” within the Caribou Gold Mining District.

 
1.
Placer Deposits.
 
2.
Pyritic quartz veins in brittle rocks associated with northerly trending faults.
 
3.
Pyritic replacement deposits usually associated with folds in limestone and in close proximity to northerly striking faults
 
4.
Pyrite with barite and sericite in a hydrothermal event (Bonanza Ledge).

Anomalous gold values have been recovered from the recently discovered northerly trending fault on the property.

Competitive Factors

The gold exploration industry is highly fragmented. We are competing with many other exploration companies looking for gold. We are among the smallest exploration companies in existence and are an infinitely small participant in the gold exploration business, which is the cornerstone of the founding and early stage development of the overall mining industry. Readily available gold markets exist around the world for the sale of gold. Therefore, we will likely be able to sell any gold that we are able to recover.
 
 
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Employees

Initially, we intend to use the services of subcontractors for manual labor exploration work and a geologist to manage the exploration program. Our only employee will be Russell Heaton, our sole officer and director. We do not intend to initiate negotiations or hire anyone until we receive proceeds from our offering.

At present, we have no employees, other than Mr. Heaton who does not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any employee.

LEGAL PROCEEDINGS

No officer, director, or persons nominated for these positions, and no promoter or significant employee of our corporation has been involved in legal proceedings that would be material to an evaluation of our management. We are not aware of any pending or threatened legal proceedings involving Pacific Gold Corporation.

During the past ten (10) years, Russell Heaton has not been the subject of  any of the following events:

 
1)
Any bankruptcy petition filed by or against any business of which Mr. Heaton was a general partner or executive officer either at the time of the bankruptcy or within two (2) years prior to that time;

 
2)
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding;

 
3)
An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Heaton’s involvement in any type of business, securities or banking activities; and

 
4)
Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Admission to Quotation on the OTC Bulletin Board

We intend to have our common stock be quoted on the OTC Bulletin Board. If our securities are not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it:

 
(1)
is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and

 
(2)
securities admitted to quotation are offered by one or more Broker-dealers rather than the "specialist" common to stock exchanges.

To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. We expect to have an agreement with Pennaluna & Company, Inc., a registered broker-dealer, as the market maker, willing to list bid or sale quotations and to sponsor the Company listing. If it meets the qualifications for trading securities on the OTC Bulletin Board our securities will trade on the OTC Bulletin Board .We may not now and it may never qualify for quotation on the OTC Bulletin Board.

Our Transfer Agent

We have not appointed a transfer agent for our shares of common stock yet. The transfer agent will be responsible for all record- keeping and administrative functions in connection with our shares of common stock.
 
 
18

 
 
Rule 144 Shares

All of the presently outstanding shares of our common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. In addition, at the present time, the Company is classified as a “shell company” under Rule 405 of the Securities Act. As such, all restricted securities presently held by the founder of the Company may not be resold in reliance on Rule 144 until: (1) the Company files Form 10 information with the SEC when it ceases to be a “shell company”; (2) the Company has filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time the Company files the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

Pursuant to Rule 144, one year must elapse from the time a “shell company”, as defined in Rule 405, ceases to be a “shell company” and files Form 10 information with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Securities and Exchange Act of 1934 (the “Exchange Act”). Under the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or an Issuer that has at anytime previously a reporting or non-reporting shell company as defined in Rule 405, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

At the present time, we are classified as a "shell company" under Rule 405 of the Securities Act Rule 12b-2 of the Exchange Act. As such, all restricted securities presently held by the affiliates of our company may not be resold in reliance on Rule 144 until: (1) we file Form 10 information with the SEC when we cease to be a "shell company"; (2) we have filed all reports as required by
Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time we file the current Form 10 type information with the SEC reflecting our status as an entity that is not a shell company.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We have had no changes in or disagreements with our accountants.


AVAILABLE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits.  You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.
 
 
19

 
 
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our sole executive officer and director and his age as of the date of this prospectus are as follows:

Russell HeatonCEO/Director, Age 64

Mr. Heaton earned his BS degree in Political Science and Latin American Studies from Brigham Young University and later pursued graduate studies in advanced management techniques from Notre Dame.  Mr. Heaton’s career has included owning his own marketing, consulting, and advertising firm, as well as being involved in the television industry as a Station Manager and Vice President-General Manager of a major production facility.  He has also provided consulting services for many corporations.  Mr. Heaton has tremendous experience in the area of marketing technology, mining and commodities trading internationally.  He has strong relationships in many parts of the world including Asia and South America.  Mr. Heaton is fluent in both English and Portuguese.

Term of Office

Our sole officer and director currently does not have an employment agreement in place and will hold office until removed from office in accordance with our bylaws.

Significant Employees

The Company currently does not have any employees.

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our executive officer by any person for all services rendered in all capacities to us for the fiscal period from our incorporation on July 16, 2009 to December 31, 2010 (our fiscal year end) and subsequent thereto to the date of this prospectus.

Summary Compensation Table

Name and
Principal
Position
Year
Salary($)
Stock
Bonus($)
Option
Awards ($)
Non-Equity
Incentive Plan
Awards
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
All Other
Earnings
Compensation
Total ($)
Russell Heaton, CEO/Director
2010
$0
$0
$0
$0
$0
$0
$0


Stock Option Grants

We have not granted any stock options to our executive officer since our inception.

Consulting Agreements

We do not currently have an employment or consulting agreement with our officer, or any of our directors or significant employees and none of them currently receive compensation for their services.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by the officer and directors, individually and as a group as of May 12, 2010, except as otherwise indicated, all shares are owned directly.
 
 
20

 
 
Name of Beneficial
Owner
Shares of
Common Stock
Percentage of Class
(Common)
Shares of
Preferred Stock
Percentage of
Class (Preferred)
Officers and Directors
Russell Heaton, CEO
and Director
40,000
15.23%
0
0%
5% Stockholders
Jian (Michael) Di (1)
40,000
15.23%
0
0%
VAWT Earth Wind
and Power Corp (2)
25,000
9.52%
0
0%
Beijing Fusun
Investment Ltd. (3)
15,000
5.71%
0
0%


 
(1)
Russell Heaton received 40,000 shares of our common stock valued at $400 or $0.001 a share, on January 1, 2011 in consideration of his services as CEO and assisting with the creation and early development of Pacific Gold Corp.

 
(2)
Jian Di received 40,000 shares of our common stock valued at $400 or $0.001 a share, on January 1, 2011 in consideration of his services of assisting with the early development of our business, including assistance with our private offering of common shares to friends and acquaintances in China.

 
(3)
VAWT Earth Wind and Power Corp received 25,000 shares of our common stock valued at $250, or $0.001 a share, on January 1, 2011 in consideration of its services of assisting with the creation and early development of our business, and formation assistance, preparation of this prospectus and related registration statement on Form S-1, and continued EDGAR filing support and services. Rick Plotnikoff is the sole owner and control person of VAWT Earth Wind and Power Corp.

 
(4)
Beijing Fusun Investment Ltd., wholly owned and controlled by Jian Di, received 15,000 shares of our common stock valued at $150 or $0.001 a share, on January 1, 2011 in consideration of its services of assisting with the creation and early development of our business, including assistance with our private offering of common shares to friends and acquaintances in China.


The percent of class is based on 262,700 shares of common stock issued and outstanding as of the date of this prospectus.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any
transaction with us or in any presently proposed transaction that has or will materially affect us:

·      Any relative or spouse of any of the foregoing persons who has the same house as such person;

·      Immediate family members of directors, director nominees, executive officers and owners of 5% or more of our common stock.

On January 1, 2011, we issued 40,000 restricted shares of common stock, par value $0.001, to our CEO & sole director, Russell Heaton.

During the past five years, the Company has not entered into any transactions with any promoters of the Company.
 
 
21

 
 
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our sole officer and director is indemnified as provided by the Wyoming Statutes Annotated and our Bylaws. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court's decision.
 
 
 

 
 
22

 
INDEX TO FINANCIAL STATEMENTS:
 
1.   Independent Auditor’s Report;
2.   Audited financial statements for the period from inception
      (June 16, 2009) to July 29, 2011
 
a.
Balance Sheets;
 F-1
 
b.
Statement of Income
  F-2
 
c.
Statement of Stockholders’ Equity
  F-3
 
d.
Statement of Cash Flows
  F-4
 
c.
Notes to Financial Statements
F-5
 
 
 
 
 
23

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
F-1

 
 
PACIFIC GOLD CORPORATION
 
(A Development Stage Company)
 
BALANCE SHEET
 
JULY 29, 2011
 
       
       
       
       
ASSETS
 
       
       
       
CASH AND EQUIVALENTS
  $ 12,454  
         
         
         
         
STOCKHOLDERS' EQUITY
 
         
         
         
STOCKHOLDERS'  DEFICIT
       
   Common stock
       
      Authorized - 500,000,000 shares, $.001 par value
       
      Issued and outstanding - 262,700 shares
    263  
   Additional paid-in capital
    18,007  
   Accumulated deficit
    (5,816 )
         
Total stockholders' equity
  $ 12,454  
 
See accompanying notes to the financial statements
 
 
F-2

 
 
PACIFIC GOLD CORPORATION
 
(A Development Stage Company)
 
STATEMENT OF INCOME AND ACCUMULATED DEFICIT
 
FOR THE PERIOD FROM JULY 16, 2009 (INCEPTION) TO JULY 29,2011
 
   
       
       
       
       
REVENUES
  $ -  
         
OPERATING EXPENSES
       
    Consulting
    4,000  
    Legal and professional fee
    1,542  
    General and administrative
    274  
      (5,816 )
         
LOSS FROM OPERATIONS
    (5,816 )
         
INCOME TAX EXPENSE
    -  
         
NET LOSS
  $ (5,816 )
 
See accompanying notes to the financial statements
 
 
F-3

 
 
PACIFIC GOLD CORPORATION
 
(A Development Stage Company)
 
STATEMENT OF STOCKHOLDERS' EQUITY
 
FOR THE PERIOD FROM JULY 16, 2009 (INCEPTION) TO JULY 29, 2011
 
                               
                               
               
Additional
         
Total
 
   
Common Stock
   
Paid-in
   
(Accumulated
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Deficit)
   
Equity
 
                               
Balance at July 16, 2009
    -     $ -     $ -     $ -     $ -  
                                         
Issuance of founder shares
                                    -  
   at  $0.001 per share
    80,000       80       (80 )                
                                         
Common stock issued for
                                       
   cash at $0.001 per share
    142,700       143       14,127               14,270  
                                         
Common stock issued for services
                                       
   at $0.001 per share
    40,000       40       3,960               4,000  
                                         
Net loss
    -       -       -       (5,816 )     (5,816 )
                                         
Balance at June 30, 2011
    262,700     $ 263     $ 18,007     $ (5,816 )   $ 12,454  

See accompanying notes to the financial statements
 
 
F-4

 
 
PACIFIC GOLD CORPORATION
 
(A Development Stage Company)
 
STATEMENT OF CASH FLOWS
 
FOR THE PERIOD FROM JULY 16, 2009 (INCEPTION) TO JULY 29,2011
 
   
       
       
       
CASH FLOWS FROM OPERATING ACTIVITIES
     
   Net loss
  $ (5,816 )
   Adjustments to reconcile net loss to net cash
       
       used by operations:
    -  
         
Net cash used by operating activities
    (5,816 )
         
         
CASH FLOWS FROM FINANCING ACTIVITIES
       
   Issuance of common stock
    263  
   Amounts contributed as additional paid-in capital
    18,007  
         
Net cash provided by financing activities
    18,270  
         
NET INCREASE IN CASH
    12,454  
         
CASH, beginning of period
    -  
         
CASH, end of period
  $ 12,454  
 
See accompanying notes to the financial statements
 
 
F-5

 
 
PACIFIC GOLD CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 29, 2011


NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies of Pacific Gold Corporation is presented to assist in the understanding of the Company’s financial statements.  The financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity.

Organization – Pacific Gold Corporation was incorporated in Wyoming on July 16, 2009. The Company was organized for the purpose of mining silver/gold and other precious metals and creating a value added product by smelting the silver/gold and establishing smelting companies near the mining operations.  Pacific Gold Corporation is interested in buying mineral claims in the Cariboo Gold District of Northern British Columbia, Canada. The Company intends to develop relationships with national and international gold dealers and wholesalers that will acquire the Company’s inventory of mined silver or gold. As of July 29, 2011, operations have not commenced.

Use of estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain amounts and disclosures.  Accordingly, actual results could differ from those estimates.

Income taxes – The Company accounts for income taxes in accordance with generally accepted accounting principles, which requires the use of the liability method of accounting for income taxes. Accordingly, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for Federal and state income tax reporting purposes.

For the period ended July 29, 2011, no material income or loss has been generated. Therefore, no provision for income taxes has been made.
 
 

NOTE 2 – SUBSEQUENT EVENTS

Date of Management Evaluation

Management has evaluated subsequent events through August 12, 2011, the date of which the financial statements were available to be issued.
 
 
F-6

 
 
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by Registrant in connection with the sale of the common stock being registered. Registrant has agreed to pay all costs and expenses in connection with this offering of common stock. The estimated expenses of issuance and distribution, assuming the maximum proceeds are raised, are set forth below.

SEC Registration Fee
  $ 143  
Printing and Shipping Expenses
  $ 2,000  
Legal and Professional Fees
  $ 3,500  
Accounting Fees
  $ 2,500  
Transfer agent and misc. expenses
  $ 2,000  
Total
  $ 10,143  

Item 14. Indemnification of Directors and Officer

Our Certificate of Incorporation and Bylaws provide that we shall indemnify our officer or directors against expenses incurred in connection with the defense of any action in which they are made parties by reason of being our officer or directors, except in relation to matters as which such director or officer shall be adjudged in such action to be liable for negligence or misconduct in the performance of his duty. Our officer or one of our directors could take the position that this duty on our behalf to indemnify the director or officer may include the duty to indemnify the officer or director for the violation of securities laws.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to our directors, officers and controlling persons pursuant to our Certificate of Formation, Bylaws, Wyoming laws or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers, or control persons, and the successful defense of any action, suit or proceeding) is asserted by such director, officer or control person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 15.  Recent Sales of Unregistered Securities.

The table on the following page summarizes shares that were recently issued pursuant to Section 4(2) of the Securities Act of 1933 (the "Securities Act") at various dates corresponding with each purchaser. In connection with this issuance, the purchasers were provided with access to all material aspects of the company, including the business, management, offering details, risk factors and financial statements. Each investor also represented to us that he/she was acquiring the shares as principal for his/her own account with investment intent. Each investor also represented that he/she was sophisticated, having prior investment experience and having adequate and reasonable opportunity and access to any corporate information necessary to make an informed decision. This issuance of securities was not accompanied by general advertisement or general solicitation. The shares were issued with a Rule 144 restrictive legend.

 
II-1

 
 
TABLE FOLLOWS ON NEXT PAGE
 
Name
Address
Consideration
Date
No. of Shares
1
Xingbo Bai
No.139 Yuancangzi Naimuganggangvillage
Fuxingditown Fuxinmengguzuzizhicounty  Liaoning Province China
$370.00
 
3,700
2
Na Zhao
Grade 2004 Humanitarian Scholol No.193 Tunxi Road
Baohe District Hefei City
Anhui Province China
$420.00
 
4,200
3
Shan Chang
No.115 Duan 1 Residents’ Committee Wenming Street
Kulun Town Kulun Qi Tongliao City Inner Mongolia China
$260.00
 
2,600
4
Ruhua Zang
No.204 Meishi Street
Xuanwu District Beijing China
$420.00
 
4,200
5
Jun Su
No.101 Door 1 No.3 building
Suojiafen Community Haidian District Beijing China
$260.00
 
2,600
6
Dan Meng
No.202 No.9 building Xiaoguandongli Courtyard
Chaoyang District Beijing China
$260.00
 
2,600
7
Chao Gejilitu
No.58 Group 2 Yangchumudonggazha
Kulun Town Kulunqi Tongliao City Inner Mongolia  China
$360.00
 
3,600
8
Tongtong Song
No.302 Unit 4 No.11 Building
East District of Jigang Jiashuyuan
Jiyuan City Henan Province China
$320.00
 
3,200
9
Aori Gele
No.80 Manghansumubailigagachamaohaori Group
Kulunqi Tongliao City Inner Mongolia China
$280.00
 
2,800
10
Li Wang
Wangwu Village Wangwu Town
Jiyuan City Henan Province China
$260.00
 
2,600
11
Xuefei Bi
No.204 Meishi Street Xuanwu District
Beijing China
$420.00
 
4,200
12
Zhenliang BI
No.204 Meishi Street Xuanwu District
Beijing China
$450.00
 
4,500
13
Peihua BI
No.401 Door 4 No.8 Building
Xinfengnanli Xicheng District Beijing China
$480.00
 
4,800
14
Shengli Li
Huangmiao Village Chengliu town
Jiyuan City Henan Province China
$320.00
 
3,200
15
Xiaomi Zhao
Shixia Villiage Wangwu Town
Jiyuan City Henan Province China
$350.00
 
3,500
16
Hong Jin
No.94 Yangchumudonggazha Group 2 Kulun Town
Kulunqi Tongliao City Inner Mongolia  China
$370.00
 
3,700
17
Oingzhong Feng
No.1 Nanqi Alley Dizhuang Street
Jiyuan City Henan Province China
$320.00
 
3,200
18
Guosheng Kang
Yuancangzi No.81Naimuganggang Viliage
Fuxingdi Town Fuxin Mongolia Autonomous County
Liaoning Province China
$300.00
 
3,000
 
 
II-2

 
 
19
Ming Liu
No.27 Yangchumudonggagacha Group 2
Kulun Town Kulun Qi Tongliao City
Inner Mongolia China
$360.00
 
3,600
20
Suleng Hu
No.80 Manghansumu Bailigagazhamaohaori  Group
 Kulun Qi Tongliao City
Inner Mongolia China
$390.00
 
3,900
21
Wuyunbilige
No.80 Manghansumu Bailigagazhamaohaori  Group
Kulun qi Tongliao City
Inner Mongolia China
$300.00
 
3,000
22
Xiong Ying
Room 319 No.7 Building West District
No.22 Xinong Road Yangling District
Xianyang City Shanxi Province China
$400.00
 
4,000
23
Lei Yan
No.86 group 2 Yangchumu Donggazha
Kuluntown Kulun Qi Tongliao City
Inner Mongolia China
$400.00
 
4,000
24
Sile Hu
No.66 Menghansumubailigagachamaohaori Group
Kulunqi Tongliao City
Inner Mongolia China
$390.00
 
3,900
25
Agudamu
No.29 group 3 No.17 Village Dabeigou Town
Duolun County Xilinguole Union
Inner Mongolia China
$400.00
 
4,000
26
Zhigang Lv
No.11 group 2 Yangchumu Donggazha
Kulun Town Kulun Qi Tongliao City
Inner Mongolia China
$330.00
 
3,300
27
Chun Qing
Yuangangzi No.130 Naimuganggang Village
Fuxingdi Town Fuxin Mongolia Autonomous County
Liaoning Province China
$330.00
 
3,300
28
Guoli Kang
No.62 group 2 Yangchumu Donggazha Kulun Town
Kulun Qi Tongliao City
Inner Mongolia China
$300.00
 
3,000
29
Ping He
No.101 No.3 building Suojiafen Community
Haidian District  Beijing China
$350.00
 
3,500
30
Yuan Su
No.101 No.3 building Suojiafen Community
 Haidian District  Beijing China
$400.00
 
4,000
31
Zhigiang Yin
No.32 group 4 No.17 Village Dabeigou Town
Duolun County Xilinguole Meng
Inner Mongolia  China
$300.00
 
3,000
32
Shengjun Lv
No.48 group 1 Yangchumu Donggazha
Kulun Town Kulun Qi Tongliao City
Inner Mongolia China
$350.00
 
3,500
33
Zhiyong Lv
No.28 group 3 No.17 Village Dabeigou Town
Duolun County Xilinguole Union
Inner Mongolia China
$330.00
 
3,300
34
Long Qjng
No.93 Group 1 Yangchumu Donggazha
Kulun Town Kulun Qi
Inner Mongolia China
$280.00
 
2,800
 
 
II-3

 
 
35
Yuzhan Liu
Zhaozhuang Village Zhongzhao Town Neihuang County Henan Province China
$280.00
 
2,800
36
Haisheng Su
No.31 of group 2 No. 17 Village
Dabeigou Town Duolun County Xilinguole u\Union
Inner Mongolia China
$330.00
 
3,300
37
Weidong Cheng
No.31 of group 2 No. 17 Village Dabeigou Town Duolun County Xilinguole union Inner Mongolia China
$420.00
 
4,200
38
Peiying Bi'Fengyi
No.31 of Group 2 No. 17 Village
Dabeigou Town Duolun County Xilinguole Union
Inner Mongolia China
$450.00
 
4,500
39
Fengyi Su
No.101 Door 1 No.3 Building
Suojiafen Community
Haidian District Beijing China
$480.00
 
4,800
40
Xirong Liu
No.101 Door 1 No.3 Building
Suojiafen Community
Haidian District Beijing China
$480.00
 
4,800
 

Item 16.  Exhibits

INDEX OF EXHIBITS

Exhibit No.
Name/Identification of Exhibit
   
3
Articles of Incorporation & Bylaws
   
 
3.1  Articles of Incorporation
 
3.2  Bylaws
   
5.1
Opinion of Luc Nguyen, Esq.
   
23.1
Consent of Independent Auditor

Item 17.  Undertakings

The undersigned registrant hereby undertakes:

1.           To file during any period in which offers of sales are being made, a post-effective amendment to this registration statement to:

(i)           Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)           Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low and high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
 
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(iii)           Include any additional or changed material information on the plan of distribution.

2.           That, for the purposes of determining any liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered herein, and that the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.           To remove from registration by means of a post effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

4.           Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to the directors, officers, and controlling persons of the small business issuer pursuant to the By-Laws of the company, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by the director, officer, or controlling person in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or other control person in connection with the securities being registered, we will, , unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit to the court or appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issues.

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

5.           That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)           Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)           Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)           The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)           Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 
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SIGNATURE PAGE FOLLOWS
SIGNATURES
 
 
 
 

 
 
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Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto authorized in the City of Cheyenne State of Wyoming on May 12, 2011.

 
Pacific Gold Corporation
(Registrant)
 
By: /s/ Russell Heaton.
Russell Heaton
President, Chief Executive Officer,
Secretary, Treasurer, Chief Accounting Officer,
Chief Financial Officer and Director
 
 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
     
     
Signature
Title
Date
     
/s/ Russell Heaton    .
President, Secretary and Director
September 13, 2011
Russell Heaton
Chief Executive Officer
 
     
     
     
     
/s/ Russell Heaton    .
Treasurer,
September 13, 2011
Russell Heaton
Chief Accounting Officer and
Chief Financial Officer
 
 
 
 
 
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Exhibit 3.1
 
 
 
 

 
 
 
 
 

 
 
 
 
 

 
 
 
 
 

 
 
 
 
 
 


Exhibit 3.2
Bylaws

Pacific Gold Corporation

The following are the Bylaws of Pacific Gold Corporation a Wyoming corporation:


ARTICLE I.  OFFICE

The principal office of the Corporation in the State of Wyoming shall be located at such place as the Board of Directors may from time to time determine. The Corporation may have such other offices, either within or without the State of Wyoming as the Board of Directors may designate or as the business of the Corporation may require from time to time.  The registered office of the Corporation as required by the Wyoming Corporation Act to be maintained in the State of Wyoming, may be, but is not required to be identical to the principal office and the address of the registered agent may be changed from time to time by the Board of Directors. If the principal executive office is located outside the State of Wyoming, and the Corporation has one or more business offices in the State of Wyoming, the Board shall fix and designate a principal business office in the State of Wyoming.

ARTICLE II.  SHAREHOLDERS

SECTION 1.  Annual Meeting.  The annual meeting of the Shareholders shall be held between January 1st and December 31st each year, on such date and at such hour as may be specified in the Notice of Meeting or in a duly executed Waiver of Notice thereof, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.  If the day fixed for the annual meeting shall be a legal holiday in the State of Wyoming, such meeting shall be held on the next succeeding business day.  If the election of Directors shall not be held on the day designated herein for any annual meeting of the Shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Shareholders as soon thereafter as conveniently may be.  Failure to hold the annual meeting within the above proscribed time shall not act as a forfeiture or grounds for dissolution of the Corporation.

SECTION 2.  Special Meetings.  Special meetings of the Shareholders, for any purpose or purposes, may be called by the Board of Directors, by the holders of not less than one-tenth (1/10) of all the shares of the Corporation entitled to vote at the meeting, or by the President of the Corporation.

SECTION 3.  Place of Meeting.  The Board of Directors may designate any place, either within or without the State of Wyoming, unless otherwise prescribed by statute, as the place of meeting for any annual meeting of Shareholders or for any special meeting of Shareholders called by the Board of Directors.  If no designation is made by the Board, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation in the State of Wyoming.  Notwithstanding the first two sentences of this Section, a Waiver of Notice signed by all Shareholders entitled to vote at a meeting, whether an annual or special meeting, may designate any place, either within or without the State of Wyoming, unless otherwise prescribed by statute, as the place of the holding of such meeting.

SECTION 4.  Notice of Meeting.  Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each Shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by first-class mail, by or at the direction of the President, the Secretary, or the person or persons calling the meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Shareholder at his address as it appears on the records of the Corporation, with the postage thereon prepaid.  Notice may be waived in accordance with Article XII.   If any action is proposed to be taken at any meeting for approval of the following actions under the  Wyoming General Corporation Law (all references herein to "Corporations Code" refer to the Wyoming Corporations code, General Corporation Law):  (i) a contract or transaction in  which a director has a direct or indirect financial interest under Corporations Code, (ii) an  amendment of the Articles of Incorporation under Corporations Code, (iii) a reorganization of  the Corporation under Corporations Code, (iv) a voluntary dissolution of the Corporation  under Corporations Code, or (v) a distribution in dissolution other than in accordance with  the rights of outstanding preferred shares under Corporations Code, the notice shall also state  the general nature of that proposal.
 
 
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SECTION 5.  Fixing of Record Date.  The Board of Directors may fix a date, not less than ten (10) nor more than sixty (60) days before the date set for any meeting of the Shareholders, as the record date as of which the Shareholders of record entitled to notice of and to vote at such meeting and any adjournment thereof shall be determined.

SECTION 6.  Quorum.  A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the Shareholders.  When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and any business may be transacted at the adjourned meeting that might have been transacted at the original date of the meeting.  If, however, after the adjournment, the Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given in compliance with Section 4 of this article to each Shareholder of record on the new record date entitled to vote at such meeting.  After a quorum has been established at a Shareholders' meeting, the subsequent withdrawal of Shareholders, so as to reduce the number of shares entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

SECTION 7.  Proxies.  Every Shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting, or his duly authorized attorney-in-fact, may authorize another person or persons to act for him by proxy.  The proxy must be executed in writing by the Shareholder or his duly authorized attorney-in-fact.  Such proxy shall be filed with the Secretary of the Corporation before or at the time of such meeting or at the time of expressing such consent or dissent without a meeting.  No proxy shall be valid after the expiration of eleven (11) months of the date thereof unless provided otherwise in the proxy.  The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Corporations Code.

SECTION 8.  Voting of Shares.  Each outstanding share of stock shall be entitled to one (1) vote upon each matter submitted to a vote at a meeting of the Shareholders.  If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the Shareholders unless a greater number is required by the «WYOMING» Statutes.

SECTION 9.  Voting of Shares by Certain Holders.  Shares of stock standing in the name of another corporation may be voted by the officer, agent or proxy designated by the Bylaws of the corporate Shareholder or, in the absence of any applicable bylaw, by such person as the board of directors of the corporate shareholder may designate.  Proof of such designation may be made by presentation of a certified copy of the bylaws or other instrument of the corporate Shareholder.  In the absence of any such designation or, in case of conflicting designation by the corporate Shareholder, the chairman of the board, the president, any vice president, the secretary, and the treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to vote such shares.
Shares of stock held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name.
Shares of stock standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.
Shares of stock standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name, if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.
A Shareholder whose shares of stock are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares so transferred.
 
 
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Treasury shares, shares of its own stock owned by another corporation the majority of the voting stock of which is owned or controlled by it, and shares of its own stock held by a corporation in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time.

SECTION 10.  Action Without a Meeting.  Any action which may be taken at any annual or special meeting of shareholders may be taken  without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is  signed by the holders of outstanding shares having not less than the minimum number of votes that would  be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action  were present and voted.  Directors may be elected by written consent without a meeting only if the written consents of all outstanding shares entitled to vote are obtained, except that a vacancy on the Board (other than a vacancy created by the removal of a director) not filled by the Board may be filled by the written consent of the holders of a majority of the outstanding shares entitled to vote. All written consents shall be filed with the Secretary and shall be maintained in the corporate records.   Any shareholder giving a written consent, or the shareholder's proxy holder, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the Secretary before the written consents of the number of shares required to authorize the proposed action have been filed with the Secretary. If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the Secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting.  This notice shall be given in the manner specified in Section 4 of this Article.  In the case of approval of (i) contracts or transactions in  which a director has a direct or indirect financial interest under Corporations Code,  (ii) indemnification of agents of the Corporation under Corporations Code, (iii) a  reorganization of the Corporation under Corporations Code, or (iv) a distribution in  dissolution other than in accordance with the rights of outstanding preferred shares, under Corporations Code, notice of such approval shall be given at least ten (10) days before the consummation  of any action authorized by that approval.
In the event that the action to which the shareholder's consent is such as would have required the filing of a certificate under any other section of the law if such action had been voted on by shareholders in a meeting thereof, the certificate filed under such other section shall state that written consent has been given in accordance with the provisions of Wyoming Statutes.

ARTICLE III.  BOARD OF DIRECTORS

SECTION 1.  General Powers.  All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors.

SECTION 2.  Number, Tenure and Qualification.  The number of Directors of the Corporation shall be established by resolution of the Shareholders from time to time, and may be increased or decreased from time to time, provided the Corporation shall always have at least one (1) Director.  Each Director shall hold office until the next annual meeting of Shareholders and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, or death.  Resignation of Directors shall be in accordance with Article V hereinafter.

SECTION 3.  Removal.  Any Director may be removed with or without cause by vote of the holders of a majority of the shares entitled to vote at an election of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of a director shall not of itself create contract rights.

SECTION 4.  Regular Meetings.  A regular meeting of the Board of Directors shall be held without other notice than this Bylaw, except as provided in Article XIV of these Bylaws, immediately after and at the same place as the annual meeting of Shareholders.  The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
 
 
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SECTION 5.  Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board, by the President or by the lesser of a majority, or two Directors.  The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by him/them.
 
SECTION 6.  Notice.  Notice of any special meeting shall be given at least five (5) days before the meeting by written notice delivered personally, or by mail, or by telegram or cablegram to each Director at his business address, unless in case of emergency, the Chairman of the Board or the President shall prescribe a shorter notice to be given personally or by telegraphing each Director at his residence or business address.  If a notice of meeting is mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid.  Any Director may waive notice of any meeting, before or after the meeting in accordance with Article XII.  The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a Director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

SECTION 7.  Quorum.  A majority of the number of Directors fixed pursuant to Section 2 of this Article shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  A majority of the Directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place.  Notice of any such adjourned meeting shall be given to the Directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other Directors.

SECTION 8.  Manner of Acting.  The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 9.  Vacancies.  Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of Directors, may be filled by the affirmative vote of a majority of the Shareholders.  A Director elected to fill a vacancy shall hold office only until the next election of Directors by the Shareholders, or until his earlier resignation, removal from office or death.

SECTION 10.  Compensation.  By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director.  No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

SECTION 11.  Presumption of Assent.  A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

SECTION 12.  Constructive Presence at a Meeting.  A member of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time.  Participating by such means shall constitute presence in person at a meeting.

SECTION 13.  Action without a Meeting.  Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to that action.  The written consent or consents shall be filed with the minutes of the proceedings of the Board.  The action by written consent shall have the same force and effect as a unanimous vote of such directors.
 
 
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ARTICLE IV.  OFFICERS

SECTION 1.  Number and Qualifications.  The officers of the Corporation shall be the President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors.  Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors.  Any two (2) or more offices may be held by the same person.

SECTION 2.  Election and Term of Office.  The officers of the Corporation shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors held after each annual meeting of the shareholders.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his earlier resignation, removal from office or death.  Resignation of officers shall be in accordance with Article V.

SECTION 3.  Removal.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

SECTION 4.  Vacancies.  A vacancy, however occurring, in any office may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5.  President.  The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business affairs of the Corporation.  He shall, when present, preside at all meetings of the Shareholders and of the Board of Directors, unless the Board of Directors has elected a Chairman of the Board and the Chairman of the Board is present at such meeting.  The President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties as from time to time may be assigned to him by the Board of Directors.

SECTION 6.  Vice-President.  If a Vice-President is elected or appointed, in the absence of the President or in the event of his death, inability or refusal to act, the Vice-President shall have the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or the Board of Directors.

SECTION 7.  Secretary.  The Secretary shall:  (a) keep the minutes of all the meetings of the shareholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 8.  Treasurer.  The Treasurer shall:  (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and (b) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.
 
 
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SECTION 9.  Salaries.  The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.
 
SECTION 11.  Disqualification of an Officer.  If any officer is elected to a public office or accepts employment that, pursuant to existing law, places restrictions or limitations upon his continued rendering of service to the Corporation, then such officer shall no longer be qualified to serve as an officer to the Corporation and he shall be deemed to have forthwith submitted his resignation as an officer of the Corporation.
 
ARTICLE V.  RESIGNATIONS
Any Director or Officer of the Corporation may resign at any time by giving written notice to the Board of Directors, and if there are no Directors then to all of the Shareholders.  Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the party or parties to whom notice is given hereunder.

ARTICLE VI.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1.  Contracts.  The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, unless otherwise restricted by law.  Such authority may be general or confined to specific instances.

SECTION 2.  Loans.  No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

SECTION 3.  Checks, Drafts, etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4.  Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VII.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1.  Certificates for Shares.  Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors.  Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors so to do.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered in the corporate records.  All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

SECTION 2.  Transfer of Shares.  Transfer of shares of the Corporation shall be made in the records of the Corporation only when the holder of record thereof or his legal representative, or his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, shall furnish proper evidence of authority to transfer, and when there is surrendered for cancellation the certificate for such shares, properly endorsed.  The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

ARTICLE VIII.  FISCAL YEAR

The fiscal year of the Corporation shall be as determined by the Board of Directors of the Corporation.

ARTICLE IX.  DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE X.  INDEMNIFICATION
The Corporation shall indemnify any Director or officer or any former Director or officer, to the full extent permitted by law.
 
 
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ARTICLE XI.  SEAL

The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words, "Corporate Seal".  As an alternative to an official corporate seal, the signature of the Secretary or other officer of the Corporation on a facsimile or graphical image of a corporate seal shall serve as the official “corporate seal” of the Corporation.

ARTICLE XII.  WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any Shareholder or Director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, or written consent as to the action to be taken for which the notice was given, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII.  RULES OF ORDER

Roberts' Rules of Order shall prescribe the rules of conduct for all meetings of the Corporation so far as not inconsistent with the laws of Wyoming, with the Articles of Incorporation, or with these Bylaws.


ARTICLE XIV.  AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a vote of a majority of the Shareholders, at any annual Shareholders' meeting or at any special Shareholders' meeting, provided notice of the proposed change is given in the notice of such meeting.  If there is a proposed change to be taken up at a meeting of the Shareholders, notice of such meeting must be given under the terms of Article II, Section 4 of these Bylaws.

ARTICLE XV.  PROCEDURE UPON DEATH OR DISQUALIFICATIONOF A SOLE SHAREHOLDER

As provided in Article II of the Articles of Incorporation of the Corporation, the Corporation shall have perpetual existence.  Therefore, in the event of the death or disqualification of a sole Shareholder, then, and in that event, unless the stock of the deceased or disqualified Shareholder is sold to a person who is qualified to be a Shareholder of the Corporation pursuant to the provisions of Section 11 of Article II of these bylaws, the Articles of Incorporation of the Corporation shall be forthwith amended so that it may continue on as a general corporation to conduct other businesses authorized by the provisions of Wyoming Statutes.

ARTICLE XVI.  ANNUAL REPORTS.

The Corporation shall annually during the calendar month in which its original Articles of  Incorporation were filed or during the preceding five (5) calendar months, file with the Secretary of State  of the State of Wyoming, on the prescribed form, a statement setting forth the authorized number of  directors, the names and complete business or residence addresses of all incumbent directors, the names  and complete business or residence addresses of the Chief Executive Officer, the Secretary, and the Chief  Financial Officer, the street address of its principal executive office or principal business office in the State  of Wyoming, and the general type of business constituting the principal business activity of the  Corporation, together with a designation of the agent of the Corporation for the purpose of service of  process, all in compliance with Corporations Code.
Notwithstanding the preceding paragraph, if there has been no change in the information contained in the Corporation's last annual statement on file with the Secretary of State of the State of Wyoming, the  Corporation may, in lieu of filing the annual statement described in the preceding paragraph, advise the  Secretary of State, on the appropriate form, that no changes in the required information have occurred  during the applicable period.

The foregoing is a true and correct copy of the Bylaws of Pacific Gold Corporation as adopted by the Board of Directors of the corporation on the 16 day of July, 2009.
 
 
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Exhibit 5.1

Pocket Counsel, Inc.
Luc Nguyen, Esq.
1192 Draper Pkwy., Suite 244
Draper, UT 84020
lnguyen@pocketcounsel.com
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September 13, 2011

Board of Directors
Pacific Gold Corporation
109 W. 17th Street.
Cheyenne, WY 82001

RE:  
Registration Statement on Form S-1 for Pacific Gold Corporation, a Wyoming corporation (the "Company")

Dear Ladies and Gentlemen:

This opinion is submitted pursuant to the applicable rules of the Securities and Exchange Commission with respect to the registration of 4,000,000 newly issued shares for public sale of the Company's common stock, no par value, to be sold by the issuer.

In connection therewith, I have examined and relied upon original, certified, conformed, Photostat or other copies of the following documents:

 
i.
The Certificate of Incorporation of the Company;

 
ii.
The Registration Statement and the Exhibits thereto; and

 
iii.  
Such other matters of law, as I have deemed necessary for the expression of the opinion herein contained.

In all such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to the originals or certified documents of all copies submitted to me as conformed, Photostat or other copies. In passing upon certain corporate records and documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and I express no opinion thereon. As to the various questions of fact material to this opinion, I have relied, to the extent I deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to me by the Company, without independently checking or verifying the accuracy of such documents, records and instruments.  
 
Based on the foregoing, I am of the opinion that upon that the Shares, upon the effectiveness of the registration and when sold, will be validly issued, fully paid, and non-assessable.
 
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Interests of Named Experts and Counsel" in the prospectus comprising part of the Registration Statement.


Sincerely yours,

Pocket Counsel, Inc.


/s/ Luc Nguyen                     
Luc Nguyen, Esq.
 

 


Exhibit 23.1
LENNING & CO., INC.
CERTIFIED PUBLIC ACCOUNTANTS
 
18377 Beach Blvd., Ste. 211
Huntington Beach, CA 92648
(714) 893-0646
Fax (714) 596-7152





CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



U.S. Securities and Exchange Commission
Washington, DC 20549

Ladies and Gentlemen:

We hereby consent to the incorporation and use in this Registration Statement of Pacific Gold Corporation on Form S-1 of our audit report, dated August 12, 2011, relating to the accompanying audited financial statements (and related statements included there in) as of July 29, 2011 which appears in such Registration Statement.



August 12, 2011