UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 10-Q

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

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended September 30, 2012

Commission File Number       000-32629

PACIFIC GOLD CORP.

 (Exact name of registrant as specified in charter)

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

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

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

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

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

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

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

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

As of November 08, 2012, the Company had outstanding 2,067,064,343 shares of its common stock, par value $0.001.

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TABLE OF CONTENTS

ITEM NUMBER AND CAPTION		PAGE
PART I
ITEM 1.       Consolidated Financial Statements		3
ITEM 2.       Management’s Discussion and Analysis of Financial Condition And Results of Operations		16
ITEM 3.       Quantitative and Qualitative Disclosures About Market Risk		18
ITEM 4.       Controls and Procedures		18
PART II
ITEM 1.       Legal Proceedings		20
ITEM 1A     Risk Factors		20
ITEM 2.       Unregistered Sales of Equity Securities and Use of Proceeds		20
ITEM 3.       Defaults Upon Senior Securities		20
ITEM 4.       Mine Safety Disclosures.		20
ITEM 5.       Other Information		20
ITEM 6.       Exhibits		21

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PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

Pacific Gold Corp.

Consolidated Balance Sheets

		September 30,			December 31,
		2012			2011
		(Unaudited)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	88,687		$	103,454
Accounts Receivable		12,849			18,844
Inventory		45,393			288,982
Prepaid Expenses		8,978			10,730
Total Current Assets		155,907			422,010
Mineral Rights, Plant and Equipment
Mineral rights, net		640,991			570,411
Plant and Equipment, net		507,877			524,789
Water Rights and Wells		90,000			90,000
Land		13,670			13,670
Total Mineral Rights, Plant and Equipment, net		1,252,538			1,198,870
Intangibles
Total Intangibles, net		9,667			-
Other Assets:
Deposits		-			3,524
Reclamation Bond		197,938			196,780
Total Other Assets		197,938			200,304
TOTAL ASSETS	$	1,616,050		$	1,821,184
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current Liabilities:
Accounts Payable	$	977,462		$	655,230
Accrued Expenses		260,523			780,033
Notes Payable – Related Parties		-			414,606
Convertible Notes, Net		357,750			30,575
Accrued Interest – Convertible Note		27,328			4,027
Derivative Liability		863,819			100,699
Accrued Interest – Promissory Notes		70,180			143,145
Promissory Notes		1,073,900			1,244,900
Total Current Liabilities		3,630,962			3,373,215
Long Term Liabilities:
Accrued Interest		-			108,521
Notes Payable		1,494,706			1,223,031
Total Liabilities		5,125,668			4,704,767
Stockholders’ Deficit:
Preferred Stock - $0.001 par value; 5,000,000 shares authorized, no shares outstanding at September 30, 2012 and December 31, 2011		-			-
Common Stock - $0.001 par value; 5,000,000,000 shares authorized, 2,038,765,222 and 775,374,185 shares issued and outstanding at September 30, 2012 and December 31, 2011 respectively		2,038,766			775,374
Additional Paid-in Capital		27,365,263			23,526,225
Accumulated Deficit		(32,913,647)			(27,185,182)
Total Stockholders’ Deficit		(3,509,618)			(2,883,583)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,616,050		$	1,821,184

See accompanying notes to the consolidated financial statements

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Pacific Gold Corp.

Consolidated Statements of Operations (Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2012			2011			2012			2011
Revenue:
Total Revenue	$	82,457		$	71,019		$	161,115		$	71,019
Production Costs
Production Costs		323,045			78,687			411,764			78,687
Depreciation		39,338			37,374			111,787			116,322
Gross Margin		(279,926)			(45,042)			(362,436)			(123,990)
Operating Expenses:
General and Administrative		338,794			324,170			1,767,039			899,469
Asset Write Down		-			989			-			989
Inventory Write Down		85,760			18,840			85,760			18,840
Gain on Sale of Assets		-			-			-			(14,500)
Total Operating Expenses		424,554			343,999			1,852,799			904,798
Net Loss from Operations		(704,480)			(389,041)			(2,215,235)			(1,028,788)
Other Income/(Expenses)
Gain / (Loss) on Extinguishment of Debt		(1,016,674)			3,012			(975,770)			16,894
Foreign Exchange Gain / (Loss)		(1,543)			(2,723)			(1,543)			(17,563)
Amortization of Debt Discount		(698,741)			-			(1,415,874)			-
Interest Expense		(118,030)			(76,915)			(965,364)			(199,126)
Other Income		6,305			450,938			6,305			502,007
Interest Income		-			109			-			109
Change in Fair Value of Derivative Liability		(47,226)			-			(160,984)			-
Total Other Income /(Expenses)		(1,875,909)			374,421			(3,513,230)			302,321
Net Loss		(2,580,389)			(14,620)			(5,728,465)			(726,467)
Basic and Diluted Loss  per Share	$	(0.003)		$	(0.000)		$	(0.006)		$	(0.001)
Weighted Average Shares Outstanding:
Basic and Diluted		988,899,065			745,732,651			881,721,644			745,549,501

See accompanying notes to the consolidated financial statements

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Pacific Gold Corp.

Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended
	September 30, 2012			September 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(5,728,465)		$	(726,467)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
Depreciation and Depletion		111,787			116,322
Non-cash Portion of Interest on Convertible Debt		726,520			-
Issuance of Stock for Services		47,600			-
Asset Write Down		9,893			989
(Gain) / Loss on Sales of Equipment		-			(14,500)
Loss on Extinguishment of Debt		975,770			-
Amortization of Debt Discount		1,415,874			-
Change in Fair Value of Derivative Liability		160,984			-
Changes in:					-
Inventory		243,589			(29,402)
Accounts Receivable		5,995			(22,020)
Prepaid Expenses		1,752			(11,479)
Accounts Payable		363,139			(241,615)
Accrued Expenses		117,930			66,422
Accrued Interest		236,978			190,950
NET CASH USED IN OPERATING ACTIVITIES		(1,310,654)			(670,800)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases and Development of Property and Equipment		(185,017)			(155,925)
Investment in Reclamation Bond		(1,158)			-
Net Change in Deposits		3,524			(2,415)
Proceeds from Sale of Equipment		-			14,500
NET CASH  USED IN INVESTING ACTIVITIES		(182,651)			(143,840)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Related Party Debt		(68,562)			-
Payments on Note Payable		(4,300)			-
Proceeds from Related Party Debt		-			159,673
Proceeds from Promissory Notes		1,384,900			807,440
Proceeds from Convertible Notes		166,500			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,478,538			967,113
NET CHANGE IN CASH AND CASH EQUIVALENTS		(14,767)			152,473
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		103,454			29,432
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	88,687		$	181,905
Cash paid during the year for:
Interest	$	-		$	-
Income Taxes	$	-		$	-
Non-cash financing and investing activities:
Assignment of Portion of Promissory Note to Convertible Note	$	1,212,900		$	-
Assignment of Promissory Notes Accrued Interest to Convertible Note	$	150,300		$	-
Conversion of Notes Payable into Common Stock	$	3,304,917		$	-
Conversion of Accrued Expenses into Common Stock	$	637,440		$	-
Conversion of Accrued Interest into Common Stock	$	95,796		$	-
Stock Issued for Settlement Payment	$	-		$	60,000
Assignment of Related Party Note to Note Payable	$	239,811		$	-
Accrued Interest added to Note Principal	$	149,066		$	188,185

See accompanying notes to the consolidated financial statements

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Pacific Gold Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

September 30, 2012

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

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

Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and the rules of the Securities and Exchange Commission (“SEC”), are expressed in U.S dollars, and should be read in conjunction with the audited financial statements and notes thereto contained in Pacific Gold’s Annual Report filed with the SEC on Form 10-K. The Company’s fiscal year-end is December 31. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure contained in the audited financial statements for 2011 as reported in the Form 10-K have been omitted.

Principle of Consolidation

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

Reclassification of Accounts

Certain accounts in the prior period have been reclassified to conform to the September 30, 2012 financial statements presentation.

Significant Accounting Principles

Use of Estimates and Assumptions  

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

Cash and Cash Equivalents

For purposes of the statement of cash flows, Pacific Gold considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.  The Company has no cash in excess of FDIC federally insured limits as of September 30, 2012.

Revenue Recognition

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

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Accounts Receivable/Bad Debt

The allowance for doubtful accounts is maintained at a level sufficient to provide for estimated credit losses based on evaluating known and inherent risks in the receivables portfolio.  Management evaluates various factors including expected losses and economic conditions to predict the estimated realization on outstanding receivables. As of September 30, 2012, and December 31, 2011 there was no allowance for bad debts.

Inventories

Inventories are stated at the lower of average cost or net realizable value. Costs included are limited to those directly related to mining. For the nine months ended September 30, 2012 $85,760 in inventory was written down to reflect the net realizable value of inventory.

The major classes of inventories as of September 30, 2012 and December 31, 2011 were:

	September 30, 2012			December 31, 2011
Finished Goods	$	-		$	-
Stockpile Ore		45,393			288,982
Total	$	45,393		$	288,982

Property and Equipment

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

Mineral Rights

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

Capitalized development costs and production facilities are depleted using the units-of-production method based on the estimated gold which can be recovered from the ore reserves processed.  There has been no change to the estimate of proven and probable reserves. Lease development costs for non-producing properties are amortized over their remaining lease term if limited.  Maintenance and repairs are charged to expense as incurred.

Intangible Assets

The Company’s Subsidiary, Pacific Metals Inc., has acquired a mining claims database which will be amortized over its estimated useful life of ten years using a straight line method.

Intangibles Assets	September 30, 2012			December 31, 2011
Mining Claims Database	$	10,000		$	-
Accumulated Amortization		(333)			-
Net	$	9,667		$	-

Amortization Expense for the nine months ended September 30, 2012 and 2011 was $333 and $0, respectively.

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For these assets, amortization expense over the next five years is expected to be $4,250.

Year		USD
2012		$	250
2013			1,000
2014			1,000
2015			1,000
2016			1,000
		$	4,250

Impairment of Long-Lived Assets

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

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

We review the carrying value of our interest in each mineral claim on a quarterly basis to determine whether impairment has incurred in accordance with ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets. Where information and conditions suggest impairment, we write-down these properties to net recoverable amount, based on estimated discounted future cash flows. Our estimate of gold price, mineralized materials, operating capital, and reclamation costs are subject to risks and uncertainties affecting the recoverability of our investment in property, plant, and equipment. Although we have made our best estimate of these factors based on current conditions, it is possible that changes could occur in the near term that could adversely affect our estimate of net cash flows expected to be generated from our operating properties and the need for possible asset impairment write-downs.

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

Income Taxes

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

Loss per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities.  For the nine months ended September 30, 2012 potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. As of September 30, 2012, the Company has 391,959,799 potentially dilutive common stock equivalents.

Advertising

The Company’s policy is to expense advertising costs as incurred. For the quarters ended September 30, 2012, and September 30, 2011 the Company incurred $33,787 and $6,668, respectively, in advertising costs.

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Environmental Remediation Liability

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

Financial Instruments

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

Convertible Debentures

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

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

Derivative Liability Related to Convertible Notes and Warrants

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

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

Stock Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation which requires that the fair value compensation cost relating to share-based payment transactions be recognized in financial statements.   Share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized over the employee’s requisite service period, which is generally the vesting period.   The fair value of the Company’s stock options is estimated using a Black-Scholes option valuation model. There were no stock options granted during the nine months ended September 30, 2012.

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Recently Issued Accounting Pronouncements

Recent accounting updates that the Company has adopted or that will be required to adopt in the future are summarized below.

On January 1, 2011, the Company adopted updates issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification^TM (ASC) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Consolidated Financial Statements.

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

NOTE 2 - INTERIM FINANCIAL STATEMENTS

The accompanying interim unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month period ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

NOTE 3 – PLANT AND EQUIPMENT

The Company wrote off $9,893 of equipment during the nine months ended September 30, 2012.

During the nine months ended September 30, 2012 the Company purchased equipment for a total cost of $104,437.

During the year ended December 31, 2011, the Company reviewed its equipment requirements and modified its plant.  The Company purchased equipment for a total cost of $66,972, and disposed of redundant equipment for total proceeds of $14,500.

On September 30, 2011, the Company sold all of its plant and equipment at the Black Rock Canyon Mine to its subsidiary, Nevada Rae Gold, Inc. The sale of the assets was recorded at net book value, and no gains or losses were incurred as a result of the sale. The intercompany transaction was eliminated on consolidation. These assets are being depreciated on a straight-line basis over 2 to 10 years depending on the estimated useful life of the asset.

Plant and equipment at September 30, 2012 and December 31, 2011, consisted of the following:

PLANT AND EQUIPMENT	September 30, 2012			December 31, 2011
Building	$	795,355		$	795,355
Accumulated Depreciation		(569,526)			(507,311)
Equipment		1,009,817			916,582
Accumulated Depreciation		(727,769)			(679,837)
	$	507,877		$	524,789

For the three months ended September 30, 2012 and September 30, 2011, depreciation expense was $39,338 and $37,374, respectively.

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NOTE 4 – MINERAL RIGHTS

Mineral rights at September 30, 2012 and December 31, 2011 consisted of the following:

MINERAL RIGHTS	September 30, 2012			December 31, 2011
Nevada Rae Gold – Morris Land	$	268,279		$	221,119
Accumulated Depletion		(273)			(273)
Fernley Gold – Lower Olinghouse		137,027			123,267
Pilot Mountain Resources – Project W		199,343			193,043
Pacific Metals – Graysill Claims		36,615			33,255
	$	640,991		$	570,411

As of September 30, 2012 and December 31, 2011 the amount allocated to undeveloped mineral rights was $10,000.

On February 10, 2011, our subsidiary Pilot Mountain Resources Inc. entered into an Option and Asset Sale Agreement ("Agreement") with Pilot Metals Inc., a subsidiary of Black Fire Minerals of Australia, whereby Pilot Metals has secured an option on the Project W Tungsten claims.

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

At any point prior to the conclusion of the 24 month option period, Pilot Metals may exercise an option and election to either purchase 100% of the claims, for $1,500,000, paid as three annual installments of $500,000 each, and an additional $1,000,000 payment on the commencement of commercial mining operations, or Pilot Metals may elect to enter into a joint venture with Pilot Mountain Resources for the mining claims by paying a further $1,000,000 to PMR paid as two annual $500,000 installments, with each company owning 50% of the joint venture. The payments made to PMR are subject to a 15% royalty to Platoro West, Inc.

NOTE 5 – SHAREHOLDER NOTE PAYABLE/RELATED PARTY TRANSACTIONS

On December 2, 2011, $1,000,000 in principal and $91,711 in accrued interest of an unsecured loan from a company owned by the Chief Executive Officer was assigned to a non-affiliate debt holder, as discussed in Note 6 – Promissory Notes. Interest expense on the loan for the three months ended September 30, 2012 was $40,233. On September 28, 2012 $180,000 in principal and interest on the loan was converted into 144,000,000 shares of the Company. As of September 30, 2012, Pacific Gold owes $1,494,706 in principal on the note. The amount due is represented by a promissory note accruing interest at 10% per year. The note is due on January 2, 2014 and is convertible into shares of common stock of Pacific Gold at $0.05 per share.

Pacific Gold owes its executives $0 and $203,434 in short term notes payable reflected in the accrued expenses for the periods ended September 30, 2012 and December 31, 2011, respectively. These short term notes were interest free and due on demand. On September 28, 2012 the remaining balance on the short term notes was converted into 111,366,328 shares of common stock.

NOTE 6 – PROMISSORY NOTES

During the nine months ended September 30, 2012, the Company received total proceeds of $1,384,900 from non-affiliates. The notes agreements of $1,333,900 of the proceeds accrue interest at a rate of 10% per annum from the date of the agreements. The principal and accrued interest is due on January 2, 2013. $51,000 of the new proceeds was interest free and converted into 40,800,000 shares of common stock.

During the nine months ended September 30, 2012, $1,212,900 in principal and $150,300 in accrued interest on the promissory notes were assigned to a third party that is not affiliated with the Company as discussed in Note 7.

During the nine months ended September 30, 2012, $343,000 in principal was converted into 86,900,000 shares of common stock.

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As of September 30, 2012, Pacific Gold owes $1,144,080 in promissory notes.

A summary of the notes is as follows:

Balance at January 1, 2011		$	90,000
Proceeds Received			807,427
Promissory Note Assigned			1,000,000
Interest Accrued thru December 31, 2011			143,145
Payments thru December 31, 2011			-
Conversions thru December 31, 2011			(652,527)
Balance at December 31, 2011		$	1,388,045
Proceeds Received			1,384,900
Interest Accrued thru September 30, 2012			77,335
Payments thru September 30, 2012			-
Conversions thru September 30, 2012			(343,000)
Assignment of Promissory Note to Convertible Note thru September 30, 2012			(1,363,200)
Balance at September 30, 2012		$	1,144,080

NOTE 7 – FINANCING

On December 2, 2011, the Company agreed to the assignment of $500,000 in principal amount of an outstanding note, which represents a portion of the note the Company issued to the original debt holder on January 2, 2011.  The assignment was to a third party that is not affiliated with the Company.  In connection with the assignment, the Company agreed to various modifications of the note for the benefit of the new holder, which enhance and reset the conversion features of the note and change certain other basic terms of the note.  As a result of the amendments, the note now (i) has a conversion rate of a 45% discount to the daily VWAP (volume – weighted average price, which is a measure of the average price the stock has traded over the trading horizon) price of the common stock based on a five day period prior to the date of conversion, which rate will be subject to certain adjustments, (ii) has an annual interest rate of 12%, due at maturity, (iii) has a new maturity date of December 2, 2012, (iv) permits prepayment only with a premium of 50% of the amount being repaid, (v) has ratchet protection of the conversion anti-dilution provisions for all future issuances or potential issuances of securities by the Company at less than the then conversion rate, and (vi) has additional default provisions, including additional events of default and an default interest rate of 24.99%.  The Company has also agreed that the assigned debt will not be subordinate to new debt, other than purchase money and similar debt, which may have the effect of limiting the company’s access to additional debt capital while the note is outstanding.  Based on the above and without taking into account the conversion of any of the interest to be earned or converted, the principal if fully converted represents the potential issuance of 50,000,000 shares, limited to a maximum conversion right at any one time to 4.99% of the then outstanding shares of common stock of the company.

During the nine months ended September 30, 2012, the Company agreed to the assignment of an additional $1,212,900 in principal and $150,300 in accrued interest of outstanding promissory notes to the third party under the same terms as discussed above. All convertible notes mature within a year of the notes issuance date.

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

		Note A		Note B		Note C		Note D		Note E		Note F		Note G		Total
		December 2,		January 27,		March 6,		March 30,		April 23,		May 08,		July 18,
Issuance Date		2011		2012		2012		2012		2012		2012		2012
Face Value – Convertible Note	$	500,000		-		-		-		-		-		-		500,000
Add: Relative fair value of :
Derivative Liability		100,699		-		-		-		-		-		-		100,699
Conversions to shares thru December 31, 2011		(140,000)		-		-		-		-		-		-		(400,000)
Unamortized debt discount at December 31, 2011		(329,425)		-		-		-		-		-		-		(329,425)
Accrued Interest to December 31, 2011		4,027		-		-		-		-		-		-		4,027
Carrying amount of convertible note, net on December 31, 2011	$	135,301		-		-		-		-		-		-		135,301
Add: Face Value – Convertible Notes assigned		-		150,000		75,000		162,102		-		-		-		387,102
Add: Relative fair value of:
Derivative Liability		(100,699)		235,407		133,493		294,731		-		-		-		562,932
Discount amortization thru  March 31, 2012		329,425		-		-		-		-		-		-		329,425
Unamortized debt discount at March 31, 2012		-		(112,706)		(68,750)		(162,102)		-		-		-		(343,558)
Interest Accrued thru March 31, 2012		4,473		3,015		750		-		-		-		-		8,238
Conversions to shares thru March 31, 2012		(368,500)		-		-		-		-		-		-		(368,500)
Carrying amount of convertible notes, net on March 31, 2012	$	-		275,716		140,493		294,731		-		-		-		710,940
Add: Face Value – Convertible Notes assigned		-		-		-		-		233,098		500,000		-		733,098
Add: Relative fair value of:
Derivative Liability		-		(235,407)		(133,493)		(11,676)		407,024		872,791		-		899,239
Discount amortization thru  June 30, 2012		-		112,706		68,750		40,525		-		-		-		221,981
Unamortized debt discount at June 30, 2012		-		-		-		-		(194,248)		(416,667)		-		(610,915)
Interest Accrued thru June 30, 2012		-		-		1,173		4,912		4,685		10,050		-		20,820
Conversions to shares thru June 30, 2012		-		(153,015)		(76,923)		-		-		-		-		(229,938)
Carrying amount of convertible notes, net on June 30, 2012	$	-		-		-		328,492		450,559		966,174		-		1,745,225
Add: Face Value – Convertible Notes assigned		-		-		-		-		-		-		18,000		18,000
Add: Relative fair value of:
Derivative Liability		-		-		-		(283,055)		(407,024)		(43,645)		34,673		(699,051)
Discount amortization thru  September 30, 2012		-		-		-		121,577		194,248		154,167		-		469,992
Unamortized debt discount at September 30, 2012		-		-		-		-		-		-		(14,250)		(14,250)
Interest Accrued thru September 30, 2012		-		-		-		-		5,664		15,455		360		21,479
Conversions to shares thru September 30, 2012		-		-		-		(167,014)		(243,447)		(50,000)		-		(460,461)
Carrying amount of convertible notes, net on September 30, 2012		-		-		-		-		-		1,042,151		38,783		1,080,934

On August 2nd, 2012, and September 10, 2012 a holder of $150,000 and $75,000 in principal amount of debt issued by Pacific Gold Corp. transferred these obligation to a third party.  In connection with the transfer, the Company agreed to modify the rate of conversion of principal and interest into shares of common stock to a formula based on the market value of a share of common stock, from time to time. As a result of the modifications the notes had a conversion rate of 47% discount to the market price calculated as the average of the lowest three (3) trading prices for the common stock during the twenty trading day period ending the latest complete trading day prior to conversion date. As of September 30, 2012 the investor has converted all of the debt obligations into 124,604,033 shares of common stock of the Company.

On July 27, 2012, August 29, 2012 and September 10, 2012 the company issued $53,000, $75,000, and$78,500, respectively, in convertible notes to the same third party discussed above. The notes are convertible beginning at a date which is (180) one hundred and eighty days following the issuance dates and have a conversion rate of 42% discount to the market price calculated as the average of the lowest three (3) trading prices for the common stock during the ten trading day period ending the latest complete trading day prior to conversion date. Interest at an annual rate of 8% from the issuance date is due at maturity or upon acceleration or by prepayment.

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

	Note A			Note B		Note C		Note D		Note E		Total
Issuance Date	July 27,			August 02,		August 29,		September 10,		September 10,
	2012			2012		2012		2012		2012
Carrying amount of convertible notes, net on December 31, 2011	$	-		-		-		-		-		-
Maturity Dates	April 30,			January 02,		May 31,		January 02,		June 12,
	2013			2013		2013		2013		2013
Face Value – Convertible Note		53,000		150,000		35,000		75,000		78,500		391,500
Add: Relative fair value of:
Derivative Liability		-		154,088		-		86,538		-		240,626
Accelerated amortization of derivative liability on conversions		-		(154,088)		-		(86,538)		-		(240,626)
Discount on notes		-		(150,000)		-		(75,000)		-		(225,000)
Discount amortization thru September 30, 2012		-		150,000		-		75,000		-		225,000
Interest Accrued thru September 30, 2012		707		-		233		-		523		1,463
Conversions to shares thru September 30, 2012		-		(150,000)		-		(75,000)		-		(225,000)
Carrying amount of convertible notes, net on September 30, 2012	$	53,707		-		35,233		-		79,023		167,963

NOTE 8 – COMMON STOCK

For the nine months ended September 30, 2012, 432,551,845 common shares were issued for $1,255,199 in principal and $28,699 in accrued interest on the convertible notes discussed in Note 7 above.

For the nine months ended September 30, 2012, 86,900,000 shares of common stock were issued for $343,000 in principal on the promissory note discussed in Note 6 above.

For the nine months ended September 30, 2012, 5,000,000 shares of common stock were issued for services valued at $47,600.

For the nine months ended September 30, 2012, 509,952,384 shares of common stock were issued for $637,440 in accrued expenses.

For the nine months ended September 30, 2012, 144,000,000 shares of common stock were issued for $180,000 in principal and interest of the note payable.

For the nine months ended September 30, 2012, 84,986,808 shares of common stock were issued for $106,234 in principal on the related parties’ notes payable.

In 2011, 2,000,000 common shares were issued as part of the settlement payment of $60,000.

In 2011, 13,050,580 common shares were issued for conversion of Promissory notes for $652,527 in principal.

In 2011, 15,590,954 common shares were issued for conversion of the convertible note for $140,000 in principal.

In 2011, 1,000,000 common stock shares were issued as a royalty payment of $20,000 for rent on behalf of the Company’s subsidiary, Nevada Rae Gold.

NOTE 9 – OPERATING LEASES

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

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

The following is a schedule by years of future minimum lease payments required under operating leases that have initial or remaining non-cancellable lease terms in excess of one year as of September 30, 2012:

Year ended		Total
December 31, 2012		$	40,000
December 31, 2013			40,000
December 31, 2014			40,000
December 31, 2015			40,000
Thereafter			40,000
Total		$	200,000

Nevada Rae Gold has a lease for its mobile office at a cost of approximately $407 per month. This lease was accounted for as an operating lease and will expire in July 2012. Rental expense for the nine months ended September 30, 2012 was $3,663.

NOTE 10 – LEGAL PROCEEDINGS

On March 8, 2012, Pacific Gold Corp. (the “Company”) received a complaint that was filed in the United States District Court in Newark New Jersey, Case number 2:12-cv-01285-ES-CLW entitled Black Mountain Equities Inc. v. Pacific Gold Corp. The claimant seeks monetary damages of $445,090.90 based on an assertion that the exercise price of a warrant, issued on February 27, 2007, that it holds, and that the claimant purchased just prior to the warrants expiration, was not properly adjusted and that the Company's refusal to issue the shares underlying the warrant on exercise of the warrant at the asserted adjusted price. The Company has denied all allegations; has denied that the price adjustment provision of the Warrant, as asserted by the plaintiff, was triggered; and intends vigorously to defend against the claims asserted in the action. The Company has also asserted counterclaims against Black Mountain Equities, YA Global Investments and its investment manager, Yorkville Advisors, LLC, seeking a declaratory judgment that the Warrant was not exercisable; seeking the Company's attorneys’ fees and costs in the litigation; and asserting claims against YA Global and Yorkville Advisors relating to YA Global's (Cornell Capital's) claimed bad faith exercise of its conversion rights under the February 27, 2007 Secured Convertible Debenture. During the third quarter of 2012 discovery requests began. Black Mountain Equities filed for injunctive relief in May 2012 and the injunction arguments were heard in October 2012. The presiding judge opted to reserve judgement at that time. Yorkville has filed a motion in November asking to have the case against it dismissed. The Company plans to defend against this motion.

NOTE 11 – GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2012, the Company had an accumulated deficit of $32,913,647, negative working capital of $3,475,055, and negative cash flows from 2012 operations of $1,310,654, raising substantial doubt about its ability to continue as a going concern. During the quarter ended September 30, 2012, the Company financed its operations through the sale of securities and issuance of debt.

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

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NOTE 12 – SUBSEQUENT EVENTS

Subsequent to quarter end, the debenture holders of the convertible notes converted $40,000 in principal into 28,299,121 shares of common stock.

Subsequent to quarter end, the board of Pacific Metals Corp. agreed to a dividend of its outstanding shares; one share of Pacific Metals will be issued for every 420 shares of Pacific Gold Corp. owned by shareholders of record on November 1, 2012.

Subsequent to quarter end, the Company issued $37,500 in a convertible note to a non-affiliate. A holder of $129,000 in promissory note principal transferred $40,000 of the obligation to the same non affiliate.

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

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

Forward Looking Statements

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

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

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

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

Introduction

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

Pacific Gold Corp. has four wholly-owned operating subsidiaries: Nevada Rae Gold, Inc., Fernley Gold, Inc., Pilot Mountain Resources Inc., and Pacific Metals Corp., through which it holds various prospects in Nevada and Colorado. The Company intends to acquire through staking, purchasing and/or leasing arrangements additional prospects, from time to time, in which there may be gold, tungsten and/or other mineral deposit potential.

Nevada Rae Gold, Inc.

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

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

During the quarter the Company screened approximately 16,300 cubic yards from the stockpile and newly mined gravels, in approximately 167 operating hours, and sold approximately 63 ounces of gold.

Through September 30, 2012 the Company has invested approximately $10,931,746 into NRG.

Pilot Mountain Resources Inc.

In the third quarter of 2012, Pilot Metals continued work on its evaluation of Project W. The Company has received regular reports from management at Project W during the quarter. Pilot Metals reported that the resource estimate appears to be 36% larger than their original estimates. Additionally, Pilot Metals has begun working on their Metallurgical review and Scoping study.

Fernley Gold, Inc.

There were no material changes to report for Fernley Gold during the third quarter.

Financial Condition and Changes in Financial Condition

The Company had revenues from the sale of gold in the quarter ended September 30, 2012 of $82,457, with a negative gross margin of $279,926.

Operating expenses for the quarter ended September 30, 2012, totaled $424,554. The Company incurred labor, fuel and productions costs associated with the various mining activities. Equipment operating costs, tools and materials of $202,893 were incurred primarily to prepare the plant and equipment at Black Rock Canyon for operations.  Legal and professional fees of $41,624 were incurred for services performed with respect to acquisitions and mining prospect evaluation, as well as SEC reporting compliance and accounting fees.  The Company also incurred expenses related to geological studies, fieldwork, site visits, preparation of mining permit applications and consulting fees of $14,151.  Interest expense totaled $118,030; of this amount, $28,709 was a non-cash expense that included amounts for interest on the convertible debentures that were not paid out in cash, $89,321 was interest accrued on debt and interest expensed for late fees on trade payables for the quarter. The remaining expenses relate to general administrative expenses. We believe we will incur substantial expenses for the near term as we build up operations at the Black Rock Canyon Mine and progress with our evaluations of future mining prospects.

The Company had revenues from the sale of gold for quarter ended September 30, 2011 of $71,019 with a negative gross margin of $45,042.

Operating expenses for the quarter ended September 30, 2011, totaled $343,999.  The Company incurred labor, fuel and productions costs associated with the various mining activities. Equipment operating costs, tools and materials of $58,300 were incurred primarily to prepare the plant and equipment at Black Rock Canyon for operations.  Legal and professional fees of $18,343 were incurred for services performed with respect to acquisitions and mining prospect evaluation, as well as SEC reporting compliance and accounting fees.  The Company also incurred expenses related to geological studies, fieldwork, site visits, preparation of mining permit applications and consulting fees of $42,225.  Interest expense totaled $76,915 for the quarter. The remaining expenses relate to general administrative expenses.

Liquidity and Capital Resources

Since inception to September 30, 2012, we have funded our operations from the sale of securities, issuance of debt and loans from shareholders.

As of September 30, 2012, our assets totaled $1,616,050, which consisted primarily of mineral rights, land and water rights, and related equipment. Our total liabilities were $5,125,668 which primarily consisted of note payable to a shareholder of $1,494,706, accounts payable and accrued expenses of $1,237,985, convertible notes payable of $1,248,897, and promissory notes of $1,144,080. We had an accumulated deficit of $32,913,647 and a working capital deficit of $3,475,055 at September 30, 2012.

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At September 30, 2012, the balance of the note from a shareholder was $1,494,706 including accrued interest. The note bears interest at the rate of 10% and is due on January 2, 2013.

For the nine months ended September 30, 2012, the convertible note holder has converted $1,255,199 in principal and $28,699 in accrued interest on the Convertible notes. An additional $1,363,200 was assigned to the convertible notes as discussed in note 7 to the financial statements. The face value of the notes including accrued interest at September 30, 2012 was $661,828. The conversion rate of the notes is discussed in Note 7 to the financial statements.

For the nine months ended September 30, 2012, the Company issued additional $1,384,900 in promissory notes to non–related party. The promissory notes are due on January 2, 2013. Interest expense on the promissory notes accrues at a rate of 10% per annum. Interest accrued on the notes for the nine months ended was $77,335. At September 30, 2012 the balance on the promissory notes was $1,144,080 including accrued interest, representing promissory notes owed to two individual debt holders.

For the nine months ended September 30, 2012, the Company has made payments of $68,562 towards related party notes payable. The remaining balance of $106,234 as at September 28, 2012 was converted into 84,986,808 shares of common stock.

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

New Accounting Pronouncements

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A

ITEM 4.  CONTROLS AND PROCEDURES

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

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As required by Rules 13a-15 and 15d-15 under the Exchange Act, the Certifying Officers carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2012. Their evaluation was carried out with the participation of other members of the Company’s management. Based on an evaluation conducted by management, of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15(e) management concluded that our disclosure controls and procedures were ineffective as of September 30, 2012.  Our disclosure controls and procedures did not ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act was (i) recorded, processed, summarized and reported within the time periods specified by the SEC rules, and (ii) the necessary information was not accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure as specified by the SEC rules and forms.

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

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

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

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

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

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

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

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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On March 8, 2012, Pacific Gold Corp. (the “Company”) received a complaint that was filed in the United States District Court in Newark New Jersey, Case number 2:12-cv-01285-ES-CLW entitled Black Mountain Equities Inc. v. Pacific Gold Corp. The claimant seeks monetary damages of $445,090.90 based on an assertion that the exercise price of a warrant, issued on February 27, 2007, that it holds, and that the claimant purchased just prior to the warrants expiration, was not properly adjusted and that the Company's refusal to issue the shares underlying the warrant on exercise of the warrant at the asserted adjusted price. The Company has denied all allegations; has denied that the price adjustment provision of the Warrant, as asserted by the plaintiff, was triggered; and intends vigorously to defend against the claims asserted in the action. The Company has also asserted counterclaims against Black Mountain Equities, YA Global Investments and its investment manager, Yorkville Advisors, LLC, seeking a declaratory judgment that the Warrant was not exercisable; seeking the Company's attorneys’ fees and costs in the litigation; and asserting claims against YA Global and Yorkville Advisors relating to YA Global's (Cornell Capital's) claimed bad faith exercise of its conversion rights under the February 27, 2007 Secured Convertible Debenture. During the third quarter of 2012 discovery requests began. Black Mountain Equities filed for injunctive relief in May 2012 and the injunction arguments were heard in October 2012. The presiding judge opted to reserve judgement at that time. Yorkville has filed a motion in November asking to have the case against it dismissed. The Company plans to defend against this motion.

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

ITEM 1A.  RISK FACTORS

N/A

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

During the quarter the Company issued a total of 1,166,326,109 shares of common stock for debt repayment of $1,047,509 in principal and $17,184 in accrued interest.

During the quarter the Company issued 2,000,000 shares of common stock for services valued at $17,600 based upon the closing price of our common stock at the grant date.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Mine /Operating Name MSHA ID #

Section 104 S & S Citations (#)

Section 104 (b) Orders (#)

Section 104(d) Citations & Orders (#)

Section 110(b)(2) Violations (#)

Section 107 (a) Orders (#)

Value of MSHA Assessments Proposed ($)

Mining Related Facilities (#)

Received Notice of Pattern of Violations Section 104 (e) (Yes / No)

Received Notice of Potential to have Pattern Under Section 104 (e) (Yes / No)

Legal Actions Pending as of Last Day of Period (#)

Legal Actions Initiated During Period (#)

Legal Actions Resolved During Period (#)

Black Rock Canyon / 2602572

0

0

0

0

0

$0

1

No

No

0

0

0

The Black Rock Canyon mine did not receive any citations for the nine months ended September 30, 2012.

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS

31.1

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

31.2

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

32.1

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

*    Filed herewith

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SIGNATURES

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

(Registrant)		PACIFIC GOLD CORP.
By:		/s/  Robert Landau
		Robert Landau, President
		(Chief Executive Officer)
Date:		November 14, 2012

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

Signatures		Title		Date
/s/ Robert Landau		Chief Executive Officer, Chief Financial Officer and Director		November 14, 2012
Robert Landau
/s/ Mitchell Geisler		Secretary, Treasurer and Director		November 14, 2012
Mitchell Geisler

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