SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
(Date of earliest event reported)
November 2, 2012
PACIFIC GOLD CORP.
(Exact name of registrant as specified in charter)
(State or other Jurisdiction of Incorporation or Organization)
848 N. Rainbow Blvd. #2987
Las Vegas, Nevada 89107
(Commission File Number)
(Address of Principal Executive Offices and zip code)
(IRS Employer Identification No.)
(Registrants telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Information included in this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). This information may involve known and unknown risks, uncertainties and other factors which may cause the Companys actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe the Companys future plans, strategies and expectations, are generally identifiable by use of the words may, will, should, expect, anticipate, estimate, believe, intend or project or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections included in these forward-looking statements will come to pass. The Companys actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
Item 1.01 Entry into a Material Definitive Agreement
See Item 3.02.
Item 3.02 Unregistered Sales of Equity Securities
On November 2nd, 2012, a holder of $40,000 in principal amount of debt issued by Pacific Gold Corp. (Company) transferred the obligation to a third party. In connection with the transfer, the Company agreed to modify the rate of conversion of principal and interest into shares of common stock to a formula based on the market value of a share of common stock, from time to time. The investor has converted a portion of the debt obligation into 13,636,364 shares of common stock on a restricted issuance basis, which has been sold by the third party investor under Rule 144. The company anticipates that an additional 25,000,000 shares will be issued on conversion of the balance of the debt obligation, based on the current market prices and the conversion formula of the obligation.
Additionally, the Company issued to the third party investor a new $37,500 convertible note on November 2, 2012, of which the shares underlying such note will become eligible for market sales under Rule 144 on March 14, 2013.
Item 9.01 Financial Statements and Exhibits.
See Exhibit index for exhibits filed with this Current Report on Form 8-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Pacific Gold Corp.
Date: November 2, 2012
/s/ Robert Landau
Chief Executive Officer
Form of Modified Note (Incorporated by reference from Item 4.4 filed with the Amended Annual Report on Form 10-K, for the fiscal year ended December 31, 2011, filed September 13, 2012)