Pacific Gold & Royalty 10-K 2015 FY Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

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

SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015

COMMISSION FILE NUMBER     000-32629

PACIFIC GOLD CORP.

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

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

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

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

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

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

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

(Title of Class)

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

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

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

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

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

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

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

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

As of July 10, 2017 the aggregate market value of the voting stock held by non-affiliates was approximately $364,464.

As of July 10, 2017, the Company had outstanding 4,269,909,409 shares of its common stock, par value $0.0000000001.

1

TABLE OF CONTENTS

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

2

PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS

Pacific Gold Corp. (“Pacific Gold” or “the Company”) is engaged in the identification, acquisition, and development of mining prospects believed to have known gold, tungsten or uranium/vanadium mineral deposits. The main objective is to identify and develop commercially viable mineral deposits on prospects over which the company has rights that could produce revenues. 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.

Projects and Royalties

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

On July 15, 2015 the Company sold all of its interest in Nevada Rae Gold, Inc. and the Black Rock Canyon Mine for the following consideration: $300,000, which was all used to satisfy some of the immediate accounts payable of Nevada Rae Gold, Inc.; $100,000 that was due to the Company on July 15, 2016, of which $54,777 was used to satisfy remaining payroll liabilities taxes; and a royalty of 4% on all Nevada Rae Gold, Inc. gold sales up to a maximum total royalty payments of $720,000. All of the payments are subject to a 10% finder’s fee which has not yet been paid.

Project W (formerly Pilot Mountain Resources Inc.)

Pilot Mountain Resources Inc. (“PMR”) was merged into Pacific Gold Corp. on September 30, 2013.

On February 18, 2014, the Company completed an amendment to its Option and Asset Sale Agreement with Pilot Metals Inc. As amended, instead of $850,000 to be paid on March 31, 2014 and $1,000,000 on the commencement of commercial mining, the Company received $200,000 on February 18, 2014 and received $400,000 on March 31, 2014 with $1,500,000 to be received on the commencement of commercial mining.

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

Graysill Vanadium/Uranium Mining Claims

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

Description and Location

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

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

3

History

During the past 50 years, the general region within which the property is located has been subjected to several periods of extensive exploration. The major programs were carried out by Vanadium Corporation of America during the late 1940's and early 1950's, and by Atlas Corporation in the late 1970s. Although the collective efforts of these companies resulted in the discovery and definition of significant, high grade vanadium reserves containing a high incidence of uranium, a major decline in the market for these commodities in the early 1980s eliminated all interest in the area at that time.

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

Regulation

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

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

Competition

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

Employees

Pacific Gold has one employee who is the executive officer. From time to time we hire heavy machinery operators, geological experts, engineers and other operations consultants and independent contractors and laborers, for differing periods to facilitate the implementation of our business plan.

ITEM 1A. RISK FACTORS

N/A

ITEM 1B. UNRESOLVED STAFF COMMENTS

N/A

4

ITEM 2. DESCRIPTION OF PROPERTY

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

Pacific Gold Corp.

The head office of Pacific Gold is located at #304-85 Scarsdale Rd., Toronto Ontario, M3B2R2. Pacific Gold is using office space provided by its CEO on a gratis basis.

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

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. MINE SAFETY DISCLOSURE

N/A

5

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

Market for Common Stock

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

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

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

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

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

	2015				2014
QUARTER ENDED	HIGH		LOW		HIGH		LOW
December 31	$	0.0001	$	0.0001	$	0.0006	$	0.0004
September 30	$	0.0001	$	0.0001	$	0.0004	$	0.0003
June 30	$	0.0001	$	0.0001	$	0.0002	$	0.0001
March 31	$	0.0001	$	0.0001	$	0.0001	$	0.0001

6

Holders

As of July 10, 2017 the has approximately 7,000 shareholders of record and beneficial holders of our common stock who hold through brokerage and similar accounts.

Dividends

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

Securities authorized for issuance under equity compensation plans

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

Recent Sales of Unregistered Securities

None

ITEM 6. SELECTED FINANCIAL DATA

N/A

7

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

Forward Looking Statements

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

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

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

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

Financial Condition and Changes in Financial Condition

Overall Operating Results:

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

Operating expenses for the year ended December 31, 2015 totaled $393,716.  Executive salaries incurred were $48,000 for the year.  Legal and professional fees of $112,995 were incurred for services performed with respect to acquisitions and mining prospect evaluation, as well as SEC reporting compliance and accounting fees. The Company also incurred expenses related to geological studies, fieldwork, site visits, preparation of mining permit applications and consulting fees of $5,850. Advertising and public relations expenses totaled $114.  Interest expense totaled $244,144 for the year for interest accrued on debt and interest expensed for late fees on trade payables. The remaining expenses relate to office, general administrative and stock transfer agent fees. We believe we will incur substantial expenses for the near term with our evaluations of future mining prospects.

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

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

Liquidity and Capital Resources:

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

8

As of December 31, 2015, our assets totaled $45,358, which consisted of $45,223 receivable from the sale of Nevada Rae Gold, Inc, and $135 in cash. Our total liabilities were $3,102,198 which primarily consisted of related parties’ notes payable of $1,887,876, accounts payable and accrued expenses of $641,005, and promissory notes of $265,000. We had an accumulated deficit of $47,675,865 and a working capital deficit of $595,647 at December 31, 2015.

As of December 31, 2015, Pacific Gold owes $1,248,376 in principal and $121,269 in accrued interest to a company owned by the Chief Executive Officer. The amount due is represented by a promissory note accruing interest at 10% per year. The note is due on June 30, 2019 and is convertible into shares of common stock of Pacific Gold at $0.0001 per share. For the year ended December 31, 2015, the Company received $101,872 in additional proceeds and have paid $18,496 towards the balance. The note is presented net of $312,500 in discount.

As of December 31, 2015, Pacific Gold owes a total of $952,000 in principal and $146,295 in accrued interest to a related party of our Chief Executive Officer. The amount due is represented by promissory notes accruing interest at 10% per year and due on June 30, 2019 and is convertible into shares of common stock of Pacific Gold at $0.01 per share.

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

New Accounting Pronouncements

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

Critical Accounting Principals

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

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

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

Off Balance Sheet Arrangements

None.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A

9

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

TABLE OF CONTENTS

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

10

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Pacific Gold Corp.

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

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

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

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

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

Tampa, Florida

July 5, 2017

4806 West Gandy Boulevard i Tampa, Florida 33611 i 813.440.6380

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

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

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

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 11 to the consolidated financial statements, the Company has negative working capital and has incurred losses from operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans with regard to these matters are described in Note 11. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ KLJ & Associates, LLP

KLJ & Associates, LLP

Edina, MN

January 25, 2016

F-2

Pacific Gold Corp.

Consolidated Balance Sheets

	December 31		December 31,
	2015		2014
ASSETS
Current Assets:
Cash and Cash Equivalents	$	135	$	52,018
Amounts Receivable for Assets Sale		45,223		-
Total Current Assets		45,358		52,018
Mineral Rights, Plant and Equipment
Plant and Equipment, net		-		128,338
Water Rights and Wells		-		90,000
Land		-		13,670
Total Mineral Rights, Plant and Equipment, net		-		232,008
Other Assets:
Reclamation Bond		-		197,938
TOTAL ASSETS	$	45,358	$	481,964
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable	$	481,693	$	890,240
Accrued Expenses		159,312		238,252
Total Current Liabilities		641,005		1,128,492
Accrued Interest - Promissory Notes		41,088		13,584
Convertible Promissory Notes, long - term portion		265,000		265,000
Accrued Interest - Related Party Notes Payable		267,229		113,263
Related Party Convertible Notes Payable - long - term portion, net of discount		1,887,876		1,179,500
Total Liabilities		3,102,198		2,699,839
Commitments and Contingencies
Stockholders' Deficit:
Preferred Stock - $0.001 par value; 5,000,000 shares authorized, 300,000 shares outstanding at December 31, 2015 and, 2014		300		300
Common Stock - $0.0000000001 par value; 10,000,000,000 shares authorized, 4,269,909,409 and 3,644,909,409 shares issued and outstanding at December 31, 2015 and, 2014, respectively		-		-
Additional Paid-in Capital		44,618,725		44,556,225
Accumulated Deficit		(47,675,865)		(46,774,400)
Total Stockholders' Deficit		(3,056,840)		(2,217,875)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	45,358	$	481,964

See accompanying notes to the consolidated financial statements

F-3

Pacific Gold Corp.

Consolidated Statements of Operations

	Years Ended
	December 31		December 31
	2015		2014
Revenue	$	-	$	-
Production Costs
Depreciation		49,911		106,173
Gross Margin		(49,911)		(106,173)
Operating Expenses:
General and Administrative		393,716		677,122
Total Operating Expenses		393,716		677,122
Loss from Operations		(443,627)		(783,295)
Other Income (Expenses)
Gain on Extinguishment of Debt		-		254,625
Gain on Sale of Subsidiary		390,917		129,918
Change in Fair Value of Derivative Liability		-		72,841
Sub Lease Rents		20,000		40,000
Imputed Interest Income		-		19,767
Foreign Exchange Gain		1,822		3,925
Gain (Loss) on Sale of Equipment		(1,433)		5,394
Bad Debt Expense		-		(250,000)
Interest Expense		(244,144)		(499,687)
Impairment Loss		-		(583,870)
Amortization of Debt Discount		(625,000)		(612,262)
Total Other Income (Expenses)		(457,838)		(1,419,349)
Net Loss	$	(901,465)	$	(2,202,644)
Basic and Diluted Loss per Share	$	(0.00021)	$	(0.01126)
Weighted Average Shares Outstanding:
Basic and Diluted		4,255,603,853		195,632,378

See accompanying notes to the consolidated financial statements

F-4

Pacific Gold Corp.

Consolidated Statements of Stockholders' Deficit

For the Years ended December 31, 2015 and 2014

							Additional		Non –
	Common Stock			Preferred Stock			paid in		Controlling		Accumulated
	Shares	Amount		Shares	Amount		Capital		Interests		Deficit		Total
Balance at January 1, 2014	145,844,832	$	-	300,000	$	300	$	42,174,767	$	(12,816)	$	(44,571,756)	$	(2,409,505)
Conversions of Notes Payable	3,499,064,577		-	-		-		2,381,458		-		-		2,381,458
Reduction in Investment in Subsidiary	-		-	-		-		-		12,816		-		12,816
Net Loss	-		-	-		-		-		-		(2,202,644)		(2,202,644)
Balance at December 31, 2014	3,644,909,409	$	-	300,000	$	300	$	44,556,225	$	-	$	(46,774,400)	$	(2,217,875)
Conversions of Accrued Interest	625,000,000		-	-		-		62,500		-		-		62,500
Net Loss	-		-	-		-		-		-		(901,465)		(901,465)
Balance at December 31, 2015	4,269,909,409	$	-	300,000	$	300	$	44,618,725	$	-	$	(47,675,865)	$	(3,056,840)

See accompanying notes to the consolidated financial statements

F-5

Pacific Gold Corp.

Consolidated Statements of Cash Flows

	Years Ended
	December 31, 2015		December 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(901,465)	$	(2,202,644)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
Depreciation		49,911		106,173
Imputed Interest Income		-		(19,767)
Bad Debt Expense		-		250,000
Non-cash Portion of Interest on Convertible Debt		-		306,460
Asset Impairment Loss		-		583,870
(Gain) Loss on Sales of Assets		1,433		(5,394)
(Gain) on Sale of Subsidiary		(390,917)		(129,918)
(Gain) Loss on Extinguishment of Debt		-		(254,625)
Amortization of Debt Discount		625,000		612,262
Change in Fair Value of Derivative Liability		-		(72,841)
Changes in:
Prepaid Expenses		-		4,709
Accounts Payable		228,578		1,144
Accrued Expenses		(24,163)		(95,029)
Accrued Interest		243,970		234,101
NET CASH USED IN OPERATING ACTIVITIES		(167,653)		(681,499)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of Mineral Rights, Plant and Equipment		-		(87,570)
Proceeds from Sale of Subsidiary		24,644		126,000
Proceeds from Sale of Assets		7,750		606,432
NET CASH  PROVIDED BY INVESTING ACTIVITIES		32,394		644,862
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Related Party Notes Payable		-		(318,730)
Proceeds from Related Party Notes Payable		83,376		305,065
Proceeds from Promissory Notes		-		132,500
Payment on Convertible Notes		-		(32,200)
NET CASH PROVIDED BY FINANCING ACTIVITIES		83,376		86,635
NET CHANGE IN CASH AND CASH EQUIVALENTS		(51,883)		49,998
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		52,018		2,020
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	135	$	52,018
Non-cash financing and investing activities:
Beneficial Conversion Feature	$	-	$	1,250,000
Change in and accelerated amortization of derivative liability on conversions	$	-	$	702,239
Accrued Interest added to Note Principal	$	-	$	433,484
Conversion of Notes Payable into Common Stock	$	-	$	420,070
Assignment of Portion of Promissory Note to Convertible Note	$	-	$	137,500
Assignment of Portion of Related Party Notes to Convertible Note	$	-	$	90,000
Conversion of Accrued Interest into Common Stock	$	62,500	$	9,150

See accompanying notes to the consolidated financial statements

F-6

Pacific Gold Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015 and 2014

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

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

Basis of Presentation

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

Principle of Consolidation

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

Reclassification of Accounts

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

Significant Accounting Principles

Use of Estimates and Assumptions

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

Cash and Cash Equivalents

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

Revenue Recognition

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

Property and Equipment

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

F-7

Mineral Rights

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

Capitalized development costs and production facilities are depleted using the units-of-production method based on the estimated gold which can be recovered from the ore reserves processed.  

Lease development costs for non-producing properties are amortized over their remaining lease term if limited.  Maintenance and repairs are charged to expense as incurred.

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

Impairment of Long-Lived Assets

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

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

The Company reviews the carrying value of its interest in each group of mineral claims owned by its subsidiaries on an annual basis to determine whether impairment has incurred in the claim value. The Company evaluates the mineral claim values based on one of four criteria; cash flow projection, geological reports, asset sale and option agreements, and comparative market analysis including public market value. Where information and conditions suggest impairment, the Company writes-down these properties to the lowest estimated value based on its evaluation criteria. The estimate of gold price, mineralized materials, operating capital, and reclamation costs are subject to risks and uncertainties affecting the recoverability of investment in property and equipment.

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

Income Taxes

In accordance with Accounting Standards Codification (“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.  

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 years ended December 31, 2015 and 2014, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. As of December 31, 2015 and 2014, the Company had 18,203,179,400 and 28,388,473,000, respectively, of potentially dilutive common stock equivalents.

F-8

Advertising

The Company’s policy is to expense advertising costs as incurred. For the years ended December 31, 2015 and 2014, the Company incurred $114 and $1,578, respectively, in advertising costs.

Environmental Remediation Liability

At December 31, 2014, the Company had posted a bond with the State of Nevada in the amount required by the State of Nevada equal to the maximum cost to reclaim land disturbed in its mining process.  The bond required a quarterly premium to be paid to the State of Nevada Division of Minerals. The Bond is no longer required as the Company has sold Nevada Rae Gold, Inc.

Convertible Debentures

Convertible debt is accounted for under ASC 470-20, Debt – Debt with Conversion and Other Options.  The Company records a beneficial conversion feature (BCF) related to the issuance of convertible debt that have conversion features at fixed or adjustable rates that are in-the-money when issued and records the fair value of warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to paid-in-capital. The Company calculates the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of following ASC Topic 718 Compensation – Stock Compensation, except that the contractual life of the warrant is used. Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value is recorded as a debt discount or premium and is amortized over the expected term of the convertible debt to interest expense. For a conversion price change of a convertible debt issue, the additional intrinsic value of the debt conversion feature, calculated as the number of additional shares issuable due to a conversion price change multiplied by the previous conversion price, is recorded as additional debt discount and amortized over the remaining life of the debt.

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

Stock Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation which requires that the fair value compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements.   Share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized over the employee’s requisite service period, which is generally the vesting period.   The fair value of the Company’s stock options is estimated using a Black-Scholes option valuation model. There were no stock options granted during the years ended December 31, 2015 or 2014.

Recently Issued Accounting Pronouncements

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

NOTE 2 – MINERAL RIGHTS

Nevada Rae Gold

On July 15, 2015, the Company sold all of its interest in Nevada Rae Gold, Inc. and the Black Rock Canyon Mine for the following consideration; $300,000, which was all used to satisfy some of the immediate accounts payable of Nevada Rae Gold, Inc.; $100,000 due to the Company on July 15, 2016,of which $54,777 was used to satisfy remaining payroll liabilities taxes; and a royalty of 4% on all Nevada Rae Gold, Inc. gold sales up to a maximum total royalty payments of $720,000. All of the payments are subject to a 10% finder’s fee which has not yet been paid.

F-9

Fernley Gold

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

Graysill Claims

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

Pilot Mountain Resources Royalty

On February 10, 2011, our prior subsidiary Pilot Mountain Resources Inc. (“PMR”) entered into an Option and Asset Sale Agreement with Pilot Metals Inc., a subsidiary of Black Fire Minerals of Australia, whereby Pilot Metals secured an option on the Project W Tungsten claims. Pilot Metals exercised their purchase option and subsequently transferred their interest in Project W to Thor Mining LLC. Upon the commencement of commercial mining, Pacific Gold is owed a final payment of $1,500,000, subject to a 15% share of any payments received by the Company being forwarded to Platoro West, Inc.

NOTE 3 – SALE OF NEVADA RAE GOLD, INC.

On July 15, 2015 Pacific Gold Corp sold 100% of its equity interest in Nevada Rae Gold to New Gold Recovery. In exchange for $300,000 in cash and settlement of liabilities, $100,000 due to the Company on July 15, 2016, of which $54,777 was used to satisfy remaining payroll liabilities taxes, and a royalty of 4% on all future Nevada Rae Gold, Inc. gold sales up to a maximum total royalty payments of $720,000.

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

NOTE 4 – PLANT AND EQUIPMENT

Plant and equipment at December 31, 2015 and 2014, consisted of the following:

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

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

NOTE 5 – SHAREHOLDER NOTE PAYABLE/RELATED PARTY TRANSACTIONS

As of December 31, 2015, Pacific Gold owes $1,248,376 in principal and $121,269 in accrued interest to a company owned by the Chief Executive Officer. The amount due is represented by a promissory note accruing interest at 10% per year. During 2016, the note was extended to a maturity date of June 30, 2019 and is convertible into shares of common stock of Pacific Gold at $0.0001 per share. The note is presented net of $312,500 in discount. As of December 31, 2014 the balance on the note was $1,165,000 in principal and $62,164 in accrued interest.

F-10

As of December 31, 2015, Pacific Gold owes a total of $952,000 in principal and $146,295 in accrued interest to a related party of our Chief Executive Officer. The amount due is represented by promissory notes accruing interest at 10% per year, was extended to a maturity date of June 30, 2019 during 2016 and is convertible into shares of common stock of Pacific Gold at $0.01 per share. As of December 31, 2014 the balance on the note was $952,000 in principal and $51,099 in accrued interest.

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

As of December 31, 2015, Pacific gold owes $67,013 to its CEO. Of which $36,000 for accrued and unpaid services as CEO and $31,013 for accrued business expenses that were not yet reimbursed.

An officer of the Company has provided office space to the Company without charge. There is no obligation for the officer to continue this arrangement.

NOTE 6 – PROMISSORY NOTE

The note accrued interest at a rate of 10% per annum and was extended during 2016 to a maturity date of June 30, 2019. As of December 31, 2015, there was a principal balance of $265,000 and $41,088 in accrued interest and is convertible into shares of common stock of Pacific Gold at $0.01 per share.

NOTE 7 – INCOME TAXES

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

Net operating loss carry forwards expire according to the following:

Year of NOL	NOL		Expires
2015		120,479	2035
2014		1,594,406	2034
2013		399,793	2033
2012		6,477,108	2032
2011		1,494,150	2031
2010		949,914	2030
2009		1,487,666	2029
Total	$	12,523,516

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

			2015		2014
	Current		Noncurrent		Noncurrent
Deferred tax assets
Net operating losses	$	-	$	4,257,995	$	4,464,796
Valuation allowance		-		(4,257,995)		(4,464,796)
Net deferred tax asset	$	-	$	-		-

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

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

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

F-11

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

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

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

NOTE 8 – COMMON STOCK AND PREFERRED STOCK

In the year ended December 31, 2015, 625,000,000 shares of common stock were issued in exchange for $62,500 of interest on a related party convertible promissory note.

For the year ended December 31, 2014, 3,499,064,577 common shares were issued for $354,344 in principal and $9,084 in interest on the convertible notes.

NOTE 9 – OPERATING LEASES

All of the Company’s operating leases were held by its former subsidiary Nevada Rae Gold, Inc. and as such the Company currently has no future operating lease commitments.

NOTE 10 – LEGAL PROCEEDINGS

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

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 December 31, 2015, the Company had an accumulated deficit of $47,675,865, negative working capital of $595,647, and negative operating cash flows from the year ended December 31, 2015 of $167,653, raising substantial doubt about its ability to continue as a going concern. During the year ended December 31, 2015, the Company financed its operations through the sale of securities, sale of its Nevada Rae Gold subsidiary and the issuance of debt.

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

NOTE 12 – SUBSEQUENT EVENTS

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

F-12

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

N/A

ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls

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

(b) Management’s Responsibility for Financial Statements

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

(c) Management’s Assessment of Internal Control over Financial Reporting

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

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

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

(d) Report of Independent Registered Public Accounting Firm

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

11

ITEM 9B.  OTHER INFORMATION

None.

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE;

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

NAME	AGE	POSITIONS
Robert Landau	45	Chief Executive Officer, Chief Financial Officer, President and Chairman

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

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

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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

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

AUDIT COMMITTEE AND FINANCIAL EXPERT

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

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

CODE OF ETHICS

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

1)

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

2)

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

3)

Compliance with applicable government laws, rules and regulations.

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4)

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

5)

Accountability for adherence to the code.

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

ITEM 11. EXECUTIVE COMPENSATION

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

Name	Year	Salary		All Other Compensation		Total
Rob Landau	20151	$	48,000	$	0	$	48,000
	20141	$	48,000	$	0	$	48,000

______________

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

Annual compensation is as follows:

	2015		2014		2013
Robert Landau	$	48,000	$	48,000	$	48,000

Overview of Compensation Program and Philosophy

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

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

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

Compensation of Directors

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

Other Compensation Arrangements

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

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

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

Employment Agreements

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

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

The following table sets forth, as of July 10, 2017, the name and shareholdings of each person who owns of record, or was known by us to own beneficially*, 5% or more of the 4,269,909,409 shares of the common stock currently issued and outstanding; the name and shareholdings, of each director; and the shareholdings of all executive officers and directors as a group.

NAME OF PERSON OR GROUP	NUMBER OF SHARES OWNED *	PERCENTAGE OF OWNERSHIP
Robert Landau (1)(2)(3)(4)	4,994,909,987	57.8%
All executive officers and directors as a group (two persons)	4,994,909,987	57.8%

______________

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

±

Represents less than 1%

(1)

The person’s business address is c/o Pacific Gold Corp., #304-85 Scarsdale Rd., Toronto, ON, M3B 2R2.

(2)

Includes 625,062,085 shares of common stock owned by Leveljump Inc., Mr. Landau is the sole shareholder and director of Leveljump Inc. and exercises voting and dispositive power over the shares of common stock beneficially owned by Leveljump Inc.

(3)

Includes 3,000,000,000 shares of common stock that can be issued upon conversion of 300,000 shares of preferred stock owed by Leveljump Inc.

(4)

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

As of December 31, 2015, Pacific Gold owes $1,248,376 in principal and $121,269 in accrued interest to a company owned by the Chief Executive Officer. The amount due is represented by a promissory note accruing interest at 10% per year. During 2016, the note was extended to a maturity date of June 30, 2019 and is convertible into shares of common stock of Pacific Gold at $0.0001 per share. The note is presented net of $312,500 in discount. As of December 31, 2014 the balance on the note was $1,165,000 in principal and $62,164 in accrued interest.

As of December 31, 2015, Pacific Gold owes a total of $952,000 in principal and $146,295 in accrued interest to a related party of our Chief Executive Officer. The amount due is represented by promissory notes accruing interest at 10% per year, was extended to a maturity date of June 30, 2019 during 2016 and is convertible into shares of common stock of Pacific Gold at $0.01 per share. As of December 31, 2014 the balance on the note was $952,000 in principal and $51,099 in accrued interest.

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

As of December 31, 2015, Pacific gold owes $67,013 to its CEO. Of which $36,000 for accrued and unpaid services as CEO and $31,013 for accrued business expenses that were not yet reimbursed.

An officer of the Company has provided office space to the Company without charge. There is no obligation for the officer to continue this arrangement.

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

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

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

Tax Fees

None

All Other Fees

None

Audit committee policies & procedures

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

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

a. Exhibits

Exhibit Number

Name of Exhibit

3.1

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

3.2

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

3.3

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

3.4

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

3.5

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

3.6

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

3.7

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

3.8

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

3.9

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

4.1

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

4.2

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

4.3

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

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4.4

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

4.5

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

4.6

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

4.7

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

4.8

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

4.9

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

4.10

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

10.1

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

10.2

Fernley Gold, Inc. Lease Agreement with Butcher Boy Mines, dated May 12, 2004. (incorporated by reference to registrant’s Form 10-K/A, filed on September 13, 2012, Exhibit 10.4)

10.3

Amended Agreement with Pilot Metals Inc., dated July 5, 2013 (incorporated by reference to registrant’s Form 10-K filed on April 4, 2014)

10.4

Sale of shares of Pacific Metals Corp. (incorporated by reference to registrant’s Form 10-K filed on January 28, 2016)

10.5

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

21.1

Subsidiaries of Pacific Gold Corp. (1)

23.1

Consent of Accell Audit and Compliance, PA (1)

23.2

Consent of KLJ & Associates, LLP, PLLC (1)

31.1

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

31.2

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

32.1

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

(1)  Filed herewith

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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-K to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)	PACIFIC GOLD CORP.
By:	/s/  Robert Landau
	Robert Landau, President
	(Chief Executive Officer)
Date:	July 10, 2017

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

Signatures	Title	Date
/s/ Robert Landau	Chief Executive Officer, Chief Financial Officer and Director (Principal	July 10, 2017
Robert Landau	Executive Officer and Principal Financial and Accounting Officer)

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