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EX-3 - EXHIBIT 3.1 - PACIFIC GOLD CORPexhibit31.htm
EX-99 - EXHIBIT 99.1 - PACIFIC GOLD CORPexhibit991.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 18, 2013


Pacific Gold Corp.

(Exact name of registrant as specified in its charter)


Nevada

 

000- 32629

 

98-0408708

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)


848 N. Rainbow Blvd. #2987

Las Vegas, Nevada 89107

 

89107

(Address of principal executive offices)

 

(Zip Code)


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


(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 the registrant under any of the following provisions (see General Instructions A.2. below):


o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


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))






Item 3.03 Material Modification to Rights of Security Holders


On January 18, 2013, Pacific Gold Corp. (the Company) announced that, effective upon market open on January 22, 2013, every twenty shares of the Company’s issued and outstanding Common Stock, par value $0.0000000001 (the "Common Stock"), will convert into one share of Common Stock (the “Reverse Stock Split”).  Any fractional shares resulting from the Reverse Stock Split will be rounded up to the next whole share. As a result of the Reverse Stock Split, the total number of issued and outstanding shares of the Company's Common Stock will decrease from 3,867,674,530 pre-split shares to approximately 193,383,727 shares after giving effect to the Reverse Stock Split.  A copy of the Company’s Press Release is attached hereto as Exhibit 99.1.


Item 5.03 – Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year


The Company took corporate action to implement the Reverse Stock Split (see Item 3.03 above) by filing a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada. In addition to the Reverse Stock Split, the Certificate of Amendment will also reduce its total number of the Company’s authorized shares of common stock from 5,000,000,000 to 3,000,000,000.  A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.


Item 9.01 – Financial Statements and Exhibits


(d) Exhibits


Exhibit No.

Description


3.1

Certificate Amendment to Articles of Incorporation of Pacific Gold Corp.

99.1

Press Release




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 

PACIFIC GOLD CORP.

 

 

 

 

 

 

 

 

 

Date:  January 18, 2013

By:

 /s/ Robert Landau

 

 

 

Name: Robert Landau

 

 

 

Title: CEO & Director