*As filed with the Securities and Exchange Commission on July 23, 2004.
Registration Statement No. 333-114029

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________

AMENDMENT NO. 2
TO
FORM SB-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

________________________

PACIFIC GOLD CORP.
----------------------------------------------
(Name of Small Business Issuer in its Charter)

________________________

Nevada 1041 91-1997728
------------------------------ ---------------------- -------------------
(State or jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification No.)
Classification Number)

________________________

157 Adelaide Street, West - Suite 600
Toronto, Ontario, Canada M5H 4E7
(416) 214-1483
(Address and telephone number of principal executive offices)

________________________

Mitchell Geisler, President
Pacific gold Corp.
157 Adelaide Street, West - Suite 600
Toronto, Ontario, Canada M5H 4E7
(416) 214-1483
(Name, address and telephone number of agent for service)

________________________

Copies to:

Andrew D. Hudders, Esq.
Graubard Miller
600 Third Avenue - 32nd Floor
New York, NY 10016
Telephone: (212) 818-8800 (x8614)
Facsimile (212) 818-8881

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

CALCULATION OF REGISTRATION FEE

=======================================================================================================
Proposed Maximum Proposed Maximum
Title of each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share Offering Price Registration Fee
=========================== ============ ================ ================ ================

Common stock .............. 8,000,000 $.25(1) $2,000,000 $253.40
-------------------------------------------------------------------------------------------------------
TOTAL (previously paid).......................................................... $253.40
=======================================================================================================

(1) Pursuant to Rule 457(a), the fee is based on the maximum proposed offering
price per share.

________________________

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis under Rule 415 under the Securities Act
of 1933, as amended, check the following box: [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, please
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
[ ]

If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]

The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.

Information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted or would be
unlawful prior to registration or qualification under the securities laws of any
state.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JULY 23, 2004

PACIFIC GOLD CORP.

8,000,000 Shares of Common Stock

Up to 8,000,000 shares of our common stock are being sold by us, using
one of the officers and directors of the Company, on a self-underwritten, best
efforts basis, with no minimum. The offering by Pacific Gold will commence on
the date of this prospectus and will continue until the earlier of __________,
2005, all the shares offered are sold, or we otherwise terminate the offering.
We will not escrow the funds received in the purchase of our common stock. We
will issue certificates for common stock purchased within ten business days
after receipt of a fully executed subscription agreement that is accepted by us
and good funds for the purchase are in our account.

This offering and the sale of securities hereunder may be made in
selected states only, and in the state of California, investors must meet
specific suitability standards.

The offering price was established by the board of directors. It was
based in part on the recent history of the market prices of a share, trading
volume, and the restrictions imposed by a self-underwritten offering. Other
factors were taken into consideration, but there was not an independent
valuation.

The shares of common stock are traded on the OTC Bulletin Board under
the symbol PCFG. The last sale price of the common stock on July __, 2004 was
$.__.

Investing in our common stock involves a high degree of risk. See "Risk
Factors" beginning on page 3 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Per Share Total
--------------- ---------------
Public offering price............. $.30 $2,400,000(1)

-----------------

(1) Assumes all 8,000,000 shares offered are sold. The expenses of
this offering, estimated at $50,000, will be deducted from the
total proceeds to Pacific Gold.

The date of this prospectus is ___________, 2004

THIS OFFERING WAS APPROVED IN CALIFORNIA ON THE BASIS OF A LIMITED OFFERING
QUALIFICATION. OFFERS AND SALES IN CALIFORNIA MAY ONLY BE MADE TO INVESTORS WHO
MEET A SUITABILITY STANDARD OF $75,000 ANNUAL INCOME AND $500,000 NET WORTH, OR
ARE ACCREDITED INVESTORS AS DEFINED IN RULE 501 OF REGULATION D, PROMULGATED BY
THE SECURITIES AND EXCHANGE COMMISSION.

Table of Contents

Page

Summary....................................................................3
Risk Factors...............................................................6
Use of Proceeds...........................................................12
Dividend Policy...........................................................14
Determination of Offering Price...........................................14
Dilution of the Price Paid for the Shares.................................15
Capitalization............................................................15
Management's Discussion and Analysis of Financial Condition
and Results of Operations...............................................16
Business..................................................................18
Management................................................................27
Executive Compensation....................................................28
Principal Stockholders....................................................28
Description of Securities.................................................28
Shares Eligible for Future Sale...........................................29
Plan of Distribution......................................................30
Legal Matters.............................................................31
Experts...................................................................31
Where You Can Find Additional Information.................................31

Summary

This summary highlights information contained elsewhere in this
prospectus. You should read the entire prospectus carefully, paying particular
attention to the section entitled Risk Factors.

Generally about us

Pacific Gold is engaged in the identification, acquisition and
exploration of mining prospects believed to have gold mineralization. These
prospects may also contain mineralizations of metals often found with gold, such
as platinum and silver. At present, our main thrust is to explore and develop a
commercially viable gold mineralization that could be the basis from which we
might produce revenues. Exploration for and development of commercially viable
mineralization of any metal includes a high degree of risk which careful
evaluation, experience and factual knowledge may not eliminate. It is noteworthy
that few prospects which are explored and developed ever produce a significant
return on invested capital.

Through our subsidiary Nevada Rea Gold, Inc., we currently own 46
staked prospects in one area in Lander County, Nevada, covering approximately
920 acres, lease approximately 440 acres of additional fee simple ground
adjacent to these prospects, and own 13.67 acres of private land, and two water
wells. These prospects together are part of a larger area known as the Crescent
Valley placer deposit, and are located in an overall alluvial deposit of gravels
and other materials of varying depths. Based on the report of John Rae, P. Geo,
we believe there is gold mineralization within our prospects at levels
sufficient to be commercially viable to extract, taking into consideration our
current estimates of costs to locate and retrieve the mineralization and the
current price of gold. We caution, however, that if costs are greater than our
current estimates or there is a fall in the price of gold, the mineralizations
may become unprofitable to pursue.

Through our subsidiary Fernley Gold, Inc., we currently have a lease
agreement for the right to mine 640 acres of the Butcher Boy and Teddy Claims
prospects in the Lower Olinghouse Placers, located 34 miles east of Reno. The
lease grants us the exclusive right to mine placer and lode deposits for any
minerals and metals found therein. The lease includes one water well with water
rights.

Through our subsidiaries Oregon Gold, Inc., and Grants Pass Gold, Inc.
we currently own mining prospects in Josephine County, Oregon. Oregon Gold owns
14 staked prospects of approximately 280 acres. Grants Pass owns approximately
37 acres, which were previously mined, and for which there are operating permits
in place for a seasonal placer mining operations. These prospects are placer
claims comprised of gravel deposits at various levels along a riverbed.

In connection with the Lander County, Nevada prospects, we have
obtained a geological and engineering report that assesses prior workings and
surveys. Our business plan for these prospects is to begin development of the
prospects as a placer mine. In February of 2004, Nevada Rae submitted its
required Notices of Intent and Plan of Operation documents with the relevant
state and federal authorities, to obtain the various required permits for
operations. On March 11, 2004, Nevada Rae acquired 13.67 acres of private land,
2 water wells and various equipment to operate the wells. The private land will
provide us with a site to set up our mill operations. Because this tract of land
is by the state power lines, we will have adequate power for our milling
operations. We plan to operate the prospects ourselves, although we will
consider leasing arrangements for extraction purposes if that is later
determined to be a more viable way to recover any mineralizations we locate.

For the leased prospects held by Fernley Gold, we have to do further
analysis of the historical data and then conduct exploratory activities to
determine our business plan for these prospects.

In connection with the Oregon Gold prospects, we are at an earlier
stage of determining their viability. We must continue exploration activities
and obtain mineralization surveys to determine the deposit configuration and
mineralization levels, if any. We must also prepare and file required Notices of
Intent and Plan of Operation documents with the relevant state and federal
authorities, obtain necessary permits for exploratory and, at the appropriate
time, development work, and finally determine a plan of operations.

For the Grants Pass prospects, we plan on using the current permits to
engage in mining activities this year. The Grants Pass prospects were the
subject of a five-weeks sampling program conducted by us in July 2003 which
yielded positive mineralization samples.

We also plan to acquire additional prospects to explore. We will seek
these near and adjacent to our current prospects, where the opportunity presents
itself. We will also consider locations in the other western states of the
United States. We will consider staking and leasing by the company in areas that
appear to offer mineralization possibilities through historic workings, existing
reports and geological configurations.

Although we have a geological and engineering report for our Lander
County, Nevada prospects, and there have been historical workings in the area of
our Oregon prospects, there is no assurance that in either location a
commercially viable mineralization of gold or other minerals exist in all or a
sufficient number of the prospects owned or leased by Pacific Gold to result in
a profit to us.

We have had no revenues to date. We have spent approximately $250,000
to date to acquire and evaluate our prospects. We expect to incur substantial
additional expenses in the further implementation of our plan of operations
before we realize any revenues from our efforts. Because we are in the early
stages of implementing our business plan, we cannot indicate now if we will ever
be profitable.

Pacific Gold Corp., is referred to in this prospectus as Pacific Gold,
we or us. We were incorporated in Nevada in 1996. We have four wholly owned
subsidiaries, Nevada Rae Gold, Inc., and Fernley Gold, Inc., both Nevada
corporations and Oregon Gold, Inc. and Grants Pass Gold, Inc., both Oregon
corporations. We conduct our operations through these subsidiaries. Our
executive offices are located at 157 Adelaide Street West, Suite 600, Toronto,
Ontario, Canada M5H 4E7. Our telephone number is (416) 214-1483. We refer to
prospective investors as you or the investor(s).

The Offering

Securities offered.................. Up to 8,000,000 shares of common stock.

Common stock outstanding
prior to the offering............... 21,800,000 shares

Common stock to be outstanding
after the offering.................. 29,800,000 shares (assuming all
8,000,000 shares are sold)

Use of proceeds..................... We intend to use the net proceeds of
this offering as follows:

o Maintaining current prospects and
acquiring additional prospects
o Preparing and filing required
Notices of Intent and Plan of
Operations
o Conducting exploration studies
and obtaining geological and
engineering reports
o Permitting expenses
o Acquiring equipment
o Working capital

Subscription method................. Investors will be asked to complete an
investor subscription agreement and
return it to us with the purchase
price. Investors with a residence in
the State of California must certify
that they have at least $75,000 in
annual income and $500,000 in net
worth, or are accredited investors as
defined in Rule 501 of Regulation D.

Certificate issuance................ Within ten business day after receipt
and acceptance of an investor
subscription agreement and good funds,
a certificate for the shares will be
sent to the address supplied.

Risk Factors

You should consider carefully the following risks before you decide to
invest in our common stock.

Risks Relating to Our Business

We have no history running our business upon which investors may evaluate our
performance, and therefore investors bear all the risks of an early stage
company with no operating history.

We are in the early stage of implementing our business plan. We have
not engaged in any activities beyond that of obtaining the mineralization rights
by staking, acquisition and lease for two mining prospect areas, conducting
exploratory activities on the Oregon prospects and obtaining geological and
engineering reports in respect of the Nevada prospects. There is a significant
amount of additional work and investment necessary for us to demonstrate the
efficacy of our business plan. You should consider our business future based on
the risks associated with our early stage and our lack of operating history. An
investment in the company is speculative

If we are not able to face and solve one or more of the challenges that a
developing company in the mining industry typically encounters, we will not
succeed in implementing our business plan.

We expect to face many challenges in the start up of our business.
These will include:

o Engaging and retaining the services of qualified geological,
engineering and mining personnel and consultants;
o Establishing and maintaining budgets;
o Implementing appropriate financial controls;
o Acquiring relevant mineralization data efficiently;
o Staking and evaluating appropriate prospects;
o Establishing initial exploration plans for mining prospects;
o Obtaining and verifying studies to determine mineralization
levels on our prospects;
o Maintaining our rights in the prospects over which we have
control;
o Acquiring appropriate exploratory and operating equipment;
o Ensuring the necessary exploratory and operational permits
are filed on a timely basis, and the necessary permits are
maintained and approved by the federal and state
authorities; and
o Adhere to regulatory requirements.

The failure to address one or more of these may impair our ability to
carry out our business plan. In that event, an investment in the company would
be substantially impaired.

We will be dependant on locating and hiring, at economical rates, independent
consultants and occasional workers for the implementation of our business plan
without whom we will not meet the expected timing of implementation of our
business plan.

To locate, obtain and evaluate mining prospects, we have relied upon
and will continue to rely on consultants and occasional workers in addition to
our own staff. These persons will help us in the exploratory, development and
later stages of our business plan. More particularly, these stages will include
exploration for and verification of mineral deposits on staked and leased mining
prospects and the subsequent evaluation and assessment activities necessary to
determine the viability of a mining prospect. We may not be able to locate or
employ persons with the appropriate experience and skills to successfully
execute our business plan. The inability to do these actions on a timely basis
or at all may result in the delay of implementing our business plan thereby
causing additional expense or our business failure.

Mineral exploration has many inherent risks of operations that may prevent
ultimate success.

Mineral exploration has significant risks. Some of the exploratory
risks include the following:

o It is dependent on locating commercially viable mineralizations
in staked and leased prospects and skillful management of
prospects once found or located.

o Mineralization may vary substantially in a prospect, rendering
what was initially believed a profitable mineralization of
little or no value. This is particularly true in alluvial
deposits where sought mineralization is likely to be unevenly
located within the pebble composition and matrix.

o Mineral exploration and ultimate exploitation may be affected by
unforeseen changes including:

o Changes in the value of minerals,
o Changes in regulations,
o Environmental concerns,
o Technical issues relating to extraction, such as rock
falls, subsidence, flooding and weather conditions, and
o Labor issues.

Any of these individually or together could delay or halt
implementation of the business plan or raise costs to levels that may make it
unprofitable or impractical to pursue our business objectives.

Our business future is dependent on finding prospects with sufficient
mineralization, grade and consistency in a prospect without which it may not be
practical to pursue the business plan, and investors will lose their investment.

Our business model depends on locating prospects with commercially
sufficient amounts of gold and other commercial metal mineralizations. Until
actual extraction and processing, we will not know if our prospects have
commercially viable mineralizations of metals that can be profitably marketed.
Even if initial reports about mineralization in a particular prospect are
positive, subsequent activities may determine that the prospect is not
commercially viable. Thus, at any stage in the exploration and development
process, we may determine there is no business reason to continue, and at that
time, our financial resources may not enable us to continue exploratory
operations and will cause us to terminate our current business plan.

Regulatory compliance is complex and the failure to meet all the various
requirements could result in loss of a staked prospect, fines or other
limitations on the proposed business.

We will be subject to regulation by numerous Federal and state
governmental authorities, but most importantly, by the Federal Environmental
Protection Agency, the Federal Department of the Interior, the Bureau of Land
Management, and comparable state agencies. The failure or delay in making
required filings and obtaining regulatory approvals or licenses will adversely
affect our ability to explore for viable mineralizations and carry out
subsequent aspects of our business plan. The failure to obtain and comply with
any regulations or licenses may result in fines or other penalties, and even the
loss of our rights over a prospect. We expect compliance with these regulations
to be a substantial expense in terms of time and cost. Therefore, compliance
with or the failure to comply with applicable regulation will affect our ability
to succeed in our business plan and ultimately to generate revenues and profits.

Our business plan is premised on the price of gold in the global market, and it
continuing to be a desirable reserve and jewelry metal.

Our business plan depends on the price of gold in the global market and
the continuing desire to hold and use gold as a reserve metal and in jewelry.
The viability of any commercialization of a gold mineralization will depend on
the cost of mineral recovery versus the market price of the mineral and whether
or not it has uses in the markets. An increase in market use and price for gold
will encourage industry interest in United States mine development of smaller
operations such as our prospects and improve the likelihood of our overall
success. If the use of gold does not increase appreciably, then it is the belief
of Pacific Gold that current sources of gold will remain adequate for market
supply and sources like those we are attempting to identify and explore will
become marginalized. The viability of our business plan is also dependant on the
price of gold remaining at least at current prices. If prices fall substantially
from the current levels, then our costs will be such that there will be
insufficient profit margins and incentives to pursue our business plan. In that
event, Pacific Gold will have to curtail its business plan and investors will
lose their investment.

Competition may develop which will be better able to locate, stake and explore
new gold sources more cost effectively and quicker than Pacific Gold.

There are numerous junior and developed mining, exploration and
production companies in existence that may be attracted to the gold mining
business if the use of the mineral or price increase. We believe there are a
significant number of companies around the world that could command greater
resources than those available to Pacific Gold to locate, stake, explore and
extract gold resources if there were sufficiently improved economic incentives.
These companies likely would be able to reach production stages sooner than
Pacific Gold and obtain market share before us.

Pacific Gold will compete with other mining enterprises for appropriate
consultants and employees.

Pacific Gold will compete in the hiring of appropriate geological,
engineering, permitting, environmental and other operational experts to assist
with the location, exploration and development of staked prospects and
implementation of its business plan. We believe we will have to offer or pay
appropriate cash compensation and options to induce persons to be associated
with an early-stage exploration company. If Pacific Gold is unable to make
appropriate compensation packages available to induce persons to be associated
with it because of its limited resources, we will not be able to hire the
persons we need to carry out our business plan. In that event, investors will
have their investment impaired or it may be entirely lost.

Risks Relating to Capital Requirements

We are dependent on the proceeds of this offering to fund our filing,
exploratory, permitting and development activities.

We currently have insufficient capital to engage in the required
filing, exploratory, permitting and development activities to assure our rights
and commence our business plan. Currently, we have no identified sources for
financing other than the proposed offering. This offering is on a best efforts
basis, with no minimum. The extent to which we will be able to implement our
exploration for mineralizations will be determined by the amount of proceeds
from this offering. The failure to obtain funds will require us to curtail
operations thereby jeopardizing the value of the company and investor return.

Pacific Gold will require additional capital to fund its operations, without
which, we will have to curtail our plans and investors may lose the potential of
their investment.

The proceeds of this financing will not be sufficient to fully
implement the exploratory, development and later stages of our business plan in
both Nevada and Oregon and the continued location and acquisition of additional
prospects. In the event less than all the offered shares are sold, there will
not be adequate capital for work to be completed on the currently held
prospects. Pacific Gold will have to obtain the funds from external sources from
the sale of additional equity securities or debt securities. Without additional
capital, Pacific Gold will have to curtail or substantially modify its overall
business plan or abandon it.

Pacific Gold does not have any identified sources of additional capital, the
absence of which may prevent it from continuing its operations.

Pacific Gold does not have any arrangements with any investment banking
firms or institutional lenders. Because we will need additional capital, we will
have to expend significant effort to raise operating funds. These efforts may
not be successful, and they may be disruptive to our executives other
responsibilities and our operations. In the absence of necessary capital,
Pacific Gold will have to limit or curtail operations.

Risks Relating to this Offering

This offering is being made without an underwriter, therefore, it is possible
that Pacific Gold will not sell all the shares offered.

The offering is self-underwritten by Pacific Gold. This means Pacific
Gold will not engage the services of an underwriter to sell the shares, and the
company may not generate any proceeds from the offering. We intend to sell the
shares through the efforts of our sole officer and director; we will not pay him
any commissions or other compensation for his efforts. Without the services of a
professional finance firm, we might not sell the shares offered. If Pacific Gold
does not raise the full amount being sought, it will have to modify its business
plan to reduce its proposed expenditures. A substantial reduction in the
business plan may impair the business and financial ability of Pacific Gold, and
it may have to cease operations.

This offering is being made without any escrow of investor funds or provisions
to return funds.

When investors make a subscription for our common stock, the purchase
price will not be placed in any escrow account and will become a general asset
of Pacific Gold. There is no minimum offering amount. Subscriptions will be
accepted on a rolling basis. There are no investor protections for the return of
invested monies. Therefore, once an investor commits to the investment, he bears
the full risks of owning shares in Pacific Gold.

The offering may terminate at any time prior to nine months after the date of
this prospectus. This may result in insufficient funds for our operations.

The offering period will end on the earlier of nine months after the
date of this prospectus, the sale of all the shares of common stock offered
hereby or termination of the offering by Pacific Gold. The offering may be
terminated if the market price falls below the offering price of the shares
under this prospectus because we cannot change the price of the offered
securities. If the offering is terminated without selling all the offered
securities, Pacific Gold may have insufficient funds to implement its business
plan.

To the extent there is a public market for the common stock of Pacific Gold, it
may be disrupted or "dried-up" if shares in this offering are being sold at a
price less than the then public market price.

The public market for the common stock is limited, and subject to price
fluctuation. While Pacific Gold is offering shares in this offering, if the
offering price is at a price less than the public market price, most likely
potential buyers in the market will buy common stock directly from the company,
in those jurisdictions where it is permitted. The effect of this will be to draw
demand away from the public market until the price is reduced to a level at
which the company is offering shares. During the offering, the public trading
price is likely to stay near the price at which the Company is offering shares.
Also, it is likely that while there is a supply of shares from the company,
there will be reduced trading in the public market as persons seeking an
investment in the company may achieve a better price with direct purchases from
the company. Because of the technicalities which limit the ability of the
company to quickly change the price of its offering, it is likely that these
effects will continue during the offering period.

Because there is no minimum offering requirement, early investors in this
offering bear a disproportionate risk of Pacific Gold being able to operate on
the funds raised.

This offering is made on a rolling basis with no minimum amount having
to be raised. Therefore, early investors will participate in the offering with
no assurance that a sufficient amount of funds will be raised for the intended
use of proceeds. If the proceeds from the offering are determined insufficient
to implement even the basic elements of the business plan, Pacific Gold will
have to curtail its operations, but investors will not be able to get their
investment funds back.

Future sales of shares by our current stockholders could adversely affect the
market price of our common stock.

After completion of this offering, there will be 29,800,000 shares of
our common stock outstanding if all the shares offered are sold. The number of
shares that will be available for sale in the public market will be
approximately 11,800,000. Investors should be aware that the possibility of
sales, in the future, may have a depressive effect on the price of the common
stock in any market which may develop and, therefore, the ability of any
investor to market his shares may depend upon the number of shares that are
offered and sold.

The offering price has been established by the board of directors, which may
mean that the offering price may not be an appropriate valuation.

The offering price was established by the board of directors. It is not
based on a business appraisal or other established criteria of business
valuation. There was no consultation with finance professionals to determine the
price. Consideration was given to the price of a share in the public market, the
trading range over the last several months, trading volume and the
technicalities of a self-underwritten offering over time which does not easily
permit the change in the offering price. Consideration was also give to
valuation formulas used to assess gold mining company and management's own
evaluation of its assets and business potential. The board of directors
understands that the offering price is initially lower than the market price and
may have a depressive effect on the market price and restrain the trading price
from changing during the offering. The offering price may not represent an
accurate valuation of the company and its business, assets or potential.

Management will have broad discretion in the use of proceeds from this offering
with the result that investors must rely on the business acumen of the officers.

We have allocated the proceeds from this offering among several
categories of uses, but they may be changed by management at any time in the
future. The amount allocated to a use also may be changed depending on
management's determination about the best use of the funds at a particular time.
Therefore, investors must rely entirely on the business judgment of management
in the use the offering proceeds and to determine how and what portions of the
business plan will be implemented.

There has been no prior established market for our common stock and the market
price of the shares may fluctuate. Investors bear the risk that they will not
recover their investment.

Trading in our common stock has been minimal and subject to volume and
price fluctuation. Therefore, there is no established market for the shares at
this time. During the offering, the public price is likely to be influenced by
the price at which the company is selling the shares with the effect of limiting
the trading price or lowering it to the offering price. Shares such as those of
Pacific Gold are also subject to the activities of persons engaged in short
selling the securities which has the effect of driving the price down.
Therefore, the price of our common stock during and after the offering may
fluctuate widely and may trade at prices significantly below the offering price.
A full and stable trading market for our common stock may never develop. If a
trading market develops during the offering period and the market price is less
than the offered shares of common stock, this offering may have to be terminated
because of our inability to sell the offered shares.

Because the common stock is a "penny stock," investors may not be able to resell
shares acquired in the offering in the public markets, therefore they may not be
able to recover their investment.

The shares are defined as penny stock under the Securities and Exchange
Act of 1934 and rules of the SEC. These rules impose additional sales practice
and disclosure requirements on broker-dealers who sell our shares to persons
other than certain accredited investors. For covered transactions, a
broker-dealer must make a suitability determination for each purchaser and
receive a purchaser's written agreement prior to sale. In addition, the
broker-dealer must make certain mandated disclosures in transactions of penny
stocks. Consequently, these rules may affect the ability of broker-dealers to
make a market in our common stock and may affect the investors' ability to
resell shares purchased in this offering. These transaction rules also may have
a depressive effect on the market because brokers cannot generally recommend an
investment in Pacific Gold. Therefore, in all likelihood, a public market will
be slow to develop, if at all.

The offering has been qualified in only a limited number of states of the US,
and California residents must meet specific suitability requirements.

The offering has been qualified in the United States in the states of
California, Colorado, Connecticut, Florida, Georgia, Hawaii, Illinois, Nevada,
New York, Oregon, Rhode Island, and Wisconsin. Investors with a residence in
California, may invest in the offering only if they meet the specific
suitability requirements of having either $75,000 in annual income and $500,000
in net worth or they are accredited investors as defined in Rule 501 of
Regulation D. Offers and sales may also be made to persons who are currently
stockholders of Pacific Gold in most, but not all states in the United States.

A single stockholder has the ability to control our business direction.

Because one of our stockholders owns about 79% of shares of common
stock, it is in a position to control, the election of our board of directors
and the selection of officers, management and consultants. This investor has
also lent the company a significant amount of working capital. Therefore,
investors will be entirely dependent on its judgment in implementing the
business plan of Pacific Gold.

Use of Proceeds

The offering is on a best efforts, no minimum basis. The proceeds will
be used principally to acquire additional mining prospects, complete the filings
of required Notices of Intent and Plan of Operations for the Nevada prospects,
seek and obtain various required permits for exploration and operations, conduct
exploration activities and mineralization surveys to determine the deposit
configurations and mineralization levels of the various prospects and acquire
operating equipment. Anything not allocated to a specific purpose will be
retained as working capital. Below are three alternatives of the application of
proceeds that may be received in the offering. In each instance the applications
assume offering expenses estimated at $50,000.

Net Proceeds Amount
-------------------------------------------
2,000,000 4,000,000 8,000,000
Uses Shares Shares Shares
----------- ----------- -----------

Acquisition and maintaining of mining prospects... $ 25,000 $ 25,000 $ 100,000
Working capital................................... 175,000 300,000 575,000
Filings and permitting............................ 125,000 125,000 325,000
Operating equipment............................... 200,000 550,000 1,100,000
Exploration and survey activities................. 25,000 150,000 250,000
Offering expenses................................. 50,000 50,000 50,000
----------- ----------- -----------
Total.................................... $ 600,000 $ 1,200,000 $ 2,400,000

Explanation of Uses

Priority of Uses

In all instances, the Company will need some amount of working capital
to maintain its general existence and comply with its public reporting
obligations.

The next most important use of funds will be to maintain its assets.
This will require payment of maintenance fees and pursuing plans of operations
for its current prospects and paying lease fees. As part of this requirement,
there will be various permitting expenses, consulting fees and exploratory costs
and equipment rental and purchase expenses.

Because a significant portion of the value of a mining enterprise is in
its mineralization assets, management plans to obtain additional prospects from
time to time. This activity will require funds to be spent on acquisitions,
leases and staking of prospects, filing fees and permit fees and some survey
expenses, as well as some general working capital.

It is also necessary to ascertain the levels of mineralization on its
current prospects. Management will use capital, as it is available, to conduct
survey and exploration activities and acquire equipment for use in the
exploratory phases, development stages and mining operations.

Description of Uses

The acquisition and maintaining of prospects will be the costs
associated with acquiring and leasing prospects, land office and Bureau of Land
Management record searches, recordation fees and annual maintenance fees per
claim staked and reimbursement of out of pocket expenses.

To prepare and file the required Notices of Intent and Plan of
Operations for staked and leased prospects, we will have to conduct preliminary
exploration activities including assessment of the prospects, sampling,
evaluation of the access to the prospects, water sources, reclamation estimates
and similar operational assessments, and then we will have to reduce our
business intentions to formal written plans which will be filed with the
appropriate authorities. The costs of these activities will be those of hiring
persons to conduct the assessments and then preparing the filings.

Prospect permitting expenses are those primarily relating to state and
federal safety and environmental permits and water permits which must be issued
before we commence exploratory activities and later development work. Our
expenses will include the cost of employing geological experts, engineers and
other operations consultants, legal expenses and filing fees.

Exploration and survey costs will largely be the costs of our staff and
consultants to evaluate our prospects and to prepare reports on which to proceed
with our business plans and to establish the location of mineralizations and
their occurrence levels. It will also include the costs of test drilling and
sample mining for mineralization levels and limited processing costs in
connection with establishing those levels.

Operating equipment will be various pieces of machinery that will be
required to perform the assessments of the prospects and sampling and later
development work. Equipment will include washplant, earthmoving equipment,
pumps, trucks, concentrators, bowls and other items necessary to implement the
business plan.

The working capital requirements of Pacific Gold includes general
administrative expenses, compensation, corporate overhead, office rental
expense, accounting and professional expenses and similar expenses.

Proceeds not immediately required for the purposes described above will
be invested principally in United States government securities, short-term
certificates of deposit, money market funds or other short-term interest-bearing
investments.

Although we have made allocations for the use of the net proceeds of
the offering, management may change the allocations in its sole discretion based
on the amount of funds actually received. If less than all the shares are sold,
we correspondingly will limit our activities to fewer prospects and will delay
or reduce certain expenses. Two allocated areas of the use of proceeds that may
have some flexibility are exploration and survey activities and purchases of
operating equipment. We also would reduce the working capital allocation and try
to reduce other anticipated expenses. Significant reductions in our business
plan or delays in taking action may impair our ability to implement our business
plan causing us to curtail all or substantial parts of our potential business
operations.

In addition to changing allocations because of the amount of proceeds
received, we may change the uses of proceeds because of required changes in our
business plan or management decisions based on arbitrary decision making.
Investors should understand that we have wide discretion over the use of
proceeds. Therefore, management decisions may not be in line with the initial
objectives of investors who will have little ability to influence these
decisions other than through the process of changing the directors of Pacific
Gold by stockholder action.

Dividend Policy

We plan to retain all earnings generated by our operations, if any, for
use in our business. We do not anticipate paying any cash dividends to our
stockholders in the foreseeable future. The payment of future dividends on the
common stock and the rate of such dividends, if any, will be determined by our
board of directors in light of our earnings, financial condition, capital
requirements and other factors.

Determination of Offering Price

The per-share offering price was determined by management, without
consultation from financial professionals, appraisers or business valuation
experts. Therefore, it is possible that the offering price is not an accurate
statement of the overall value of the company and its business, assets or
potential.

In determining the price, management considered several items. The
first was an assessment of the number of prospects and their location and the
cost of maintaining the prospects, the stage of development and exploration of
the prospects and the likelihood of obtaining additional prospectus adjacent or
nearby. Management also evaluated the engineer reports it has on some of its
prospects. The second was the price of gold and its market price trending. The
third was the risks that might be encountered and the ideal time frames
necessary to implement aspects of the current business plan. The fourth was
consideration of traditional valuation formulas, but this factor was not
particularly relevant because of the developmental stage and the absence of
proven reserves. The fifth was a consideration of gold companies generally, the
overall economic and stock market recovery during the last six months and the
current interest rate environment. The sixth was the recent historic market
prices of the company's common stock, the trading volume of the company's common
stock, and the technicalities of the offering securities on a self-underwritten
basis, which would limit the practical ability to change the offering from time
to time. In this last consideration, the company sought an offering price that
was consistent with current trading but would permit the company to offer and
sell its shares and raise needed capital. Despite the above factors, in the end,
the offering price was an arbitrary evaluation of all these factors, with no
particular factor dominating the decision method.

Dilution of the Price Paid for the Shares

The difference between the offering price of the common stock and the
net tangible book value of a share of common stock after the offering is the
dilution in the value of the offered common stock to investors. Net tangible
book value for each share of common stock is determined by dividing the net
tangible book value of Pacific Gold by the number of shares of common stock
outstanding. The net tangible book value is determined by calculating the total
tangible assets and then subtracting the total liabilities of Pacific Gold.

At March 31, 2004, the net tangible book value of Pacific Gold was
$(530,544) or $(0.024) per share of common stock. Then, if you give effect to
the sale of the 8,000,000 shares of common stock in this offering at the public
offering price of $.30 per share and the receipt of the net proceeds of this
offering after expenses of $50,000, based on the net tangible book value shown
above, the adjusted net tangible book value of Pacific Gold at March 31, 2004
would be $1,819,456 or $0.061 per share. The dilution would be $0.239 per share,
or approximately 79.7%, less than the price you are paying per share in the
offering. The following table illustrates this dilution.

Assumed public offering price per share $ 0.30
Net tangible book value before offering $(0.024)
Increase attributable to investors in this offering $ 0.085
Net tangible book value after offering $ 0.061
Dilution to investors in this offering $ 0.239

If 4,000,000 shares of common stock are sold in this offering at the
public offering price of $.30 per share, the adjusted net tangible book value of
Pacific Gold at March 31, 2004 would be $619,456 or $0.024 per share. The
dilution would be $0.276 per share, or approximately 92.0%, less than the price
you are paying per share in the offering.

If 2,000,000 shares of common stock are sold in this offering at the
public offering price of $.30 per share, the adjusted net tangible book value of
Pacific Gold at March 31, 2004 would be $19,456 or $0.001 per share. The
dilution would be $0.299 per share, or approximately 99.7%, less than the price
you are paying per share in the offering.

The public offering price is substantially higher than the pro forma
net tangible book value per share. Investors will incur immediate and
substantial dilution.

The following table summarizes the number and percentage of shares
purchased, the amount and percentage of consideration paid and the average price
per share of common stock paid by all our existing stockholders and by new
investors in this offering assuming all the shares are sold:

Total
Price Number of Percent of Consideration Percentage of
Per Share Shares Held Ownership Paid Consideration
--------- ----------- ---------- ------------- -------------

Existing Shareholders $ .003 21,800,000 73.2% $ 71,000 2.9%
Investors in this Offering $ .30 8,000,000 26.8% $ 2,400,000 97.1%
--------- ----------- ---------- ------------- -------------
Total $ .069 29,800,000 100% $ 2,471,000 100.0%

Capitalization

The following table sets forth our capitalization as of March 31, 2004.

March 31,
2004
---------
Total Liabilities $ 570,420

Stockholders' Equity
Common stock - $.001 par value, 100,000,000
shares authorized, 21,800,000 shares issued
and outstanding; Preferred stock - $.001 par
value, 5,000,000 shares authorized, none
outstanding $ 21,800
Additional Paid in Capital $ 49,200
Deficit accumulated during development stage $(410,564)

Total Stockholder's Deficit $(339,564)

Management's Discussion and Analysis of
Financial Condition and Results of Operations

Plan of Operations

Pacific Gold is a development stage company in the extractive
industries. To date, Pacific Gold has had no revenues and incurred
organizational and other start up expenses and expenses associated with the
acquisition of potential prospects and survey and mineralization assessment
expenses.

The expenses of Pacific Gold during the period of inception (December
31, 1996) to March 31, 2004 were those associated with acquisition of mineral
rights, interest expense and general and administrative expenses, including
office overhead, transfer agent, consulting, legal and accounting and
compensation and acquisition and evaluation of mining prospects. During this
period, Pacific Gold paid an aggregate of $410,564 for these expenses.

Operating expenses for the quarter ended March 31, 2004 totaled
$114,509. Legal and professional fees of $40,612 were incurred for services
performed for the acquisition and evaluation of the mining prospects as well as
for public reporting compliance and accounting fees. We also incurred expenses
related to the geological studies, fieldwork, site visits, preparation of mining
permit applications and consulting fees of $47,933. Mineral rights expenses were
$3,115. The remaining expenses relate to interest expense on notes payable,
advertising, office, general and administrative and stock transfer agent fees.
We believe we will incur substantial expenses for the near term as we progress
with our evaluation process of the mining prospects held by Pacific Gold in
Nevada and Oregon.

At March 31, 2004, Pacific Gold had an accumulated deficit during the
development stage of $410,564. Its current and long term liabilities together
were $570,420 and total assets of $230,856. Of the assets, mineral rights were
$100,000, water rights and wells were $90,000 and land was $13,670. The long
term liabilities are loans from a stockholder in the amount of $454,395. Pacific
Gold did not have working capital at March 31, 2004.

To date, Pacific Gold has funded its expenses from the sale of
securities and loans from a shareholder. At March 31, 2004, the loans from a
shareholder aggregate of $454,395. The notes bear interest at the rate of 10%
and are due on June 30, 2005. On April 5 and April 20, 2004, this shareholder
lent an additional aggregate of $466,027, represented by two notes in the
principal amount of $149,750 and $316,277, respectively. These notes bear
interest at the rate of 10% and are due June 30, 2005. All of these loans are
not secured.

In connection with the acquisition of land and water rights in Nevada,
in March 2004, we incurred debt of $60,000 with the seller as an installment
sales arrangement. The note is payable at the rate of $10,000 per month until
September 1, 2004 when it will be paid in full. Currently, the remaining balance
due is $40,000. The note is secured with the land and water rights.

Generally, our operating plan is to acquire prospects. Then we plan to
conduct a systematic exploration program consisting of basic foot prospecting,
geological mapping, geophysical and geochemical surveys, surface sampling (where
the presence of gold mineralization is evident), diamond drilling and
metallurgical studies will be carried out to determine the mineralization levels
of the prospect and their possible locations. If historical workings are
located, a systematic sampling program will be carried out in these areas. Upon
completion of the exploration program and, if deemed warranted, a preliminary
study will be carried out to determine the viability of the prospects taking
into account a great number of variables, some of which include: fluctuation in
metal prices, ore reserves, grade, metallurgy of the deposit, geometry of the
ore body, availability of water, mining equipment, general supplies, power,
accommodation, experienced personnel, among other things.

Part of the process of assessment will require the preparation of
Notices of Intent and Plans of Operations that must be filed with state and
federal authorities and obtaining permits for water, exploration and
development. These filings and permittings may be made at different stages of
the assessment process, depending on the activity that must be undertaken and
whether or not that activity requires a particular filing or permit. Also, there
are time limits for certain of the filings that must be adhered to so as to
maintain the prospect as an asset of the company. We have filed a Plan of
Operations in respect of the Nevada prospects and a Water Pollution and Control
Permit for the Nevada wells and adjacent land. We have also filed in Oregon a
Notice of Intent for an initial drilling program. For some of our prospects in
Oregon we have the necessary permits for placer mining.

The acquisition of equipment will also be determined by the assessment
work to be undertaken. In some instances the company will rent equipment that it
will need in the process of staking, surveying, sampling and development. But
there will be instances in which it makes more economic sense to acquire
machinery for these activities. In those cases, the company will purchase or
lease the necessary machinery where it believes the investment will have a
validation in the long term. Equipment is relatively simple to locate and
acquire, and usually can be done in a timely fashion. We have begun to acquire
certain equipment, including earth moving equipment, drilling equipment and a
centrifugal portable concentrator with which gravel materials may be processed.

Pacific Gold, through its 100% wholly owned subsidiary Nevada Rae Gold,
has staked 46 placer prospects covering almost 920 acres, has leased
approximately 440 acres of additional placer prospects adjacent to the staked
areas, and owns 2 water wells and 13.67 acres of private land, all in Lander
County, Nevada. In respect of the Nevada prospects, we have obtained the
geological and engineering report of Mr. John Rae, P. Geo. This report indicates
that there is gold mineralization within the prospects that supports our
proceeding to the development stage of these prospects. In that phase, we have
submitted our necessary permit application, Notices of Intent and Plan of
Operations, with the appropriate governing bodies. This permitting process is
expected to take 8-10 months with an expected approval date in October of 2004.
However, there can be no assurance that approval will be granted. In addition,
Nevada Rae has recently purchase 13.67 acres of private land. This land is
located by the highway, next to the state power lines, so we believe there will
be ample power available. The land will be the site of our mill and processing
plan, storage, security and on-site office. The purchase also includes 2 water
wells which have been tested and are environmentally safe and can produce more
water than our milling operations will require. The appropriate pumps and
equipment needed to operate the wells were included in the purchase. We plan on
developing one specific area called the Black Rock Canyon area located within
our prospect areas. According to Mr. Rae's report, this area contains a gravel
reserve of 1,356,000 bank cubic yards at an estimated grade of 0.039 grams of
gold per bank cubic yard. Mining is estimated at a rate of 200 bank cubic yards
per hour covering an estimated 10.8 acres per year.

Pacific Gold, through its 100% owned subsidiary, Fernley Gold has the
lease rights to approximately 640 acres in Nevada. These prospects cover a
portion of an alluvial fan which the company believes has potentially
recoverable mineralizations based on certain data to which it has access and
historical mining in the area.

Pacific Gold, through its 100% wholly owned subsidiaries Oregon Gold
and Grants Pass, also has placer prospects covering about 317 acres in Josephine
County, Oregon. The company believes that these areas may have gold and other
related mineralizations based on historic mining in the area. The company plans
to conduct preliminary exploratory and surveys of the prospects held by Oregon
Gold and because it has placer mining permits for the prospects held by Grants
Pass, commence mining in 2004 on this acreage.

Pacific Gold plans to acquire additional prospects by staking, lease or
purchase in both these locations as well as in other parts of these states. The
desire is to identify prospects that exhibit favorable exploration potential and
then acquire those prospects.

Management has some experience in the gold industry. In addition,
implementation of the business plan will require hiring geological specialists,
engineers and operational consultants on a consulting basis. These persons are
generally available at this current time, although if the mining industry
becomes more active or the economy improves overall, they may not be as
available at the current prices.

Pacific Gold will have to adjust the level of implementation of its
business plan according to the amount of proceeds raised in this offering.
Pacific Gold is dependent on the offering for its capital requirements at this
time. Because its exploratory plan has some flexibility, we believe that Pacific
Gold will be able to continue its operations for approximately 12 months after
the offering, even if the full amount is not raised. This estimate does not take
into account unforeseen expenses arising from unanticipated problems. In the
event of additional expenses, we will further adjust our business plan or seek
additional capital.

Pacific Gold will require additional capital to continue to fund its
expenses during the exploratory and development stages and for the
implementation of the business plan for all its prospects currently held. In
addition, it may require funds for additional acquisitions, and it will require
funds for exploration and development of additionally acquired prospects. At
this time, all of Pacific Gold's capital requirements will have to come from
external sources, either from the sale of securities or incurring of debt.
Without additional capital, Pacific Gold will have to curtail its operations,
and it will not be able to implement its business plan. Pacific Gold does not
have any identified capital resources. Moreover, it does not have any
arrangements with investment banking firms or institutional lenders.

Business

Introduction

Pacific Gold is engaged in the identification, acquisition, exploration
and development of mining prospects believed to have gold mineralizations. We
plan to focus on alluvial deposits. These prospects may also contain
mineralizations of metals often found with gold, such as platinum and silver. At
present, our main thrust is to explore for and develop commercially viable gold
mineralizations on those prospects over which we have rights that could be the
basis from which we might produce revenues. We also plan to acquire other
prospects with gold mineralization potential by staking, purchase and lease
which may include in-production mining operations. Exploration and development
for commercially viable mineralization of any metal includes a high degree of
risk which careful evaluation, experience and factual knowledge may not
eliminate. It is noteworthy that few prospects which are explored and developed
ever produce a significant return on invested capital.

Through our subsidiary Nevada Rea Gold, Inc., we currently own 46
staked prospects in one area in Lander County, Nevada, covering approximately
920 acres and we have leased approximately 440 neighboring fee acres with
extractive rights. In addition we own 13.67 acres of private land. These
prospects are part of a larger area known as the Crescent Valley placer deposit,
which is part of an overall alluvial deposit of gravels and other materials of
up to an average of 90 feet deep.

Through our subsidiary Fernley Gold , Inc., we currently have a lease
agreement for the right to mine 640 acres of the Butcher Boy and Teddy Claims
prospects in the Lower Olinghouse Placers, located 34 miles east of Reno. The
lease grants us the exclusive right to mine for placer, lode and other minerals
and metals. The lease includes one water well with water rights.

Our business objective in respect of our current prospects in Lander
County, Nevada is to pursue our Plan of Operations until approval, plan the
specifics of the mill site and order equipment. On the other Nevada prospects,
Pacific Gold must do further exploratory work. In Oregon, we plan to conduct
exploration and mineralization surveys in order to determine the deposit
configuration and mineralization levels to determine the viability of the
prospects owned by Oregon Gold and to commence mining of the prospects owned by
Grants Pass which have current mining permits and were the subject of company
sampling in 2003.

We plan to operate the prospects ourselves, although we will consider
leasing arrangements for extraction purposes if that is later determined to be a
more viable way to recover any mineralizations we locate. Although we have the
survey reports for some of our Nevada prospects and there has been a history of
mineralization recovery from the prospects owned by Grants Pass, there is no
assurance that a commercially viable mineralization of gold or other minerals
exist in the prospects owned by Pacific Gold to result in a profit to us. We
will not know this until sufficient and appropriate exploration and development
work is done.

Gold Orientation

Throughout history gold has been a desired metal for monetary purposes
and for jewelry. These uses continue today and are expected to be uses of the
metal well into the future. Because there is an active market for the metal, and
consistent demand and use, we believe that if we find a viable mineralization,
we will be able to sell any gold we produce with little difficulty. Of course,
there is no assurance that we will find any mineralization or one that is
commercially viable. Fundamentally, whether or not a mineralization is viable
depends on the cost of production versus the price at which we can dispose of
the metal. We believe that alluvial and placer deposits are less expensive to
operate to produce saleable product. We also believe that the required filings
and permits are easier to obtain for these kinds of prospects than for
underground mines. Based on the current estimates of operating costs and the
current price of gold in the global market, we believe these kinds of prospects
can be operated profitably if there is a sufficient percentage of the
mineralization in a particular prospect to be commercially viable.

We have sought prospects in areas where there have been previous mining
operations. We believe that this gives some indication that there may be
mineralizations within our prospects to justify the cost of staking, maintenance
and exploration.

Crescent Valley Area, Nevada

The prospects of Pacific Gold in Nevada are located among the Crescent
Valley placer deposits, in the bullion mining district of Lander County, Nevada.
They are about two miles from the town of Crescent Valley, and some 50 miles
west of Elko, Nevada. The area is about 175 miles north of Reno, Nevada.

The area is accessible by an all-weather asphalt road and about 19
miles from Interstate 80. The property where the prospects are has an all
weather gravel road established in the 1970's for prior mining operations of
barite. The prospects also have access to electricity and water sufficient for
exploration, development and later extractive and milling activities if
warranted and undertaken.

The climate is typically hot and semi-arid with temperatures rising to
above 100 degrees Fahrenheit in the summer to below freezing in the winter.
Freezing temperatures are only sporadically encountered in the winter months of
December and January and are not likely to have serious affect on operations.
Precipitation is minimal and offers little or no operational problems.

The nearby towns appear to have a supply of skilled workers familiar
with earthmoving equipment and alluvial mining experience. Equipment also
appears to be available for purchase or lease. In the vicinity there is state
supplied electricity and water can be obtained from wells at approximately 560
feet. We have acquired 100% of two existing wells in the area which can supply
ample amounts of water for the operation as we intend to employ re-circulation
methodologies. We also have acquired 13.67 acres of fee land available adjacent
to the wells which can accommodate the mill, tailings ponds, workshop and
on-site office. The wells and adjacent land is approximately two miles from the
prospect acreage. This land and the two wells have been formally analyzed and
tested by the State of Nevada and our environmental consultants, Chemrox
Technologies, and are determined to be in excellent condition, free of any
contaminants. The tests also confirmed that the certified capacity of each well
exceeds the output rates required by Pacific Gold to successfully operate its
proposed processing plant.

Production History

Gold mineralization was first discovered in 1907 in the Crescent Valley
area, and thereafter intermittent work was carried out up to World War II. In
the 1930s an exploration program was carried out with a number of shafts sunk in
the Mud Springs Gulch area. These studies identified quantities of gold
mineralization situated close to the bedrock at the bottom of the alluvial
areas. In the late 1970s there was barite mining and milling in the area using
open pits. In the mid-1980s the barite mining operations were purchased and
modified and there was some recovery of gold mineralization during the later
1980's and 1990's at low extractive rates.

History of Mining

The history of placer gold exploration and mining in the area is well
documented. Placer gold was first discovered in the project area in 1907 and
intermittent work was carried out until World War II. Most of the historical
work was carried out over a 3-4 mile section in Mud Springs Gulch, but there are
older exploration pits throughout the company's prospects. There appear to be
about thirty exploration shafts sunk through the gravels to bedrock. This work
was conducted in the 1930's, but there are no detailed results available. Little
work was done in the Black Rock Canyon during the historical period.

In 1978, Major Barite Inc. implemented an operation to mine and process
barite from several small, open pits within the project area. In 1982 the barite
market collapsed, and the company turned its attention to placer gold
exploration and development. There was a program of bulk sampling in the
drainages for gold. Trenches and pits were dug and processed from locations in
Black Rock Canyon, Mud Springs Gulch, Tub Springs Gulch and Rosebud Gulch. A
widespread occurrence of placer gold was discovered, but Major Barite Inc.
ceased operations in 1984. In 1984, the area was taken over by Mr. John Uhalde
who continued to explore and develop the placer gold resources in the project
until his death in 2001. Mr. Uhalde operated his placer mine under a small
miners permit.

The prospects are located within the Battle Mountain - Crescent Valley
Gold Tread in Lander County, Nevada. In the area are current mining operations
of the Placer Dome and Kennecott companies.

Local Geology

The prospects are located among the easterly alluvial deposits of the
Shoshone Mountain range and merge with the sediments of Crescent Valley. It is
posited that this area is the remains of a large, ancient lakebed. The project
consists of three main drainages: Black Rock Canyon, Mud Springs Gulch and Tub
Springs Gulch. The alluvial deposits are typically 100 to 300 feet wide and with
depths of up to 90 feet, but the alluvial - sedimentary material can reach
thicknesses in excess of 500 feet thick in areas. The thickness of the gravels
is judged to become progressively greater as one moves eastwards from the
mountains. It is estimated that the gravels are between 16 and 90 feet below the
surface with an average thickness of about 30 feet. The gravels are typically
dry and light brown pebble and occasionally boulder gravels. Oversized material
is rare. Compositionally, the coarse material is mainly rounded cherts and
metavolcanics with occasional weathered and variable granodiorite. The uppermost
layers, generally running about 6 to 8 feet in depth, will have to be removed to
access the gravels likely to have the mineralizations sought. It is believed
that the gravels will have little clay and will present few processing problems.

There is no information on the vertical distribution of gold
mineralization within the gravels. Through historical records from shaft-sinking
suggests that the gravel becomes courser with depth, coinciding with an increase
in the percentage of oversize boulders. It is believed that the best gold
mineralization levels are obtained at the bedrock interface.

Mineralization Report

On January 12, 2004, 2004, Pacific Gold obtained the report of John
Rae, P.Geo which discusses the reserves, probable reserves and likely reserves
of gold mineralizations in the approximately 1,360 acres of prospects over which
Pacific Gold has extractive rights.

The report reviews various sampling programs that had been conducted to
determine the grade and volume of alluvial gravel and the results of
mineralization analysis. This prior work was done on a larger part of the
Crescent Valley deposits. Mr. Rae refined the prior work to determine the data
that is relevant for the prospects held by Pacific Gold. Mr. Rae indicated in
his report the following:

"The PGC [Pacific Gold Corp.] review indicated a geological resource of
14,720,000 yd3 at a grade of 0.027-0.031 oz/yd3 (0.8-1.0 g/yd3) contained within
the project area. PGC's current land position currently controls 7,681,000 yd3
of this resource."

Mr. Rae has consented to the use of the above statement from his
report, a copy of which consent is included in the registration statement of
which this prospectus is a part.

Prospects

Pacific Gold has staked prospects covering approximately 920 acres of
the alluvial deposits among the Crescent Valley deposits mentioned above. In
addition, Pacific Gold leased approximately 440 acres of land adjacent to its
staked prospects from Corporate Creditors Committee LLC, by lease dated October
1, 2003. The lease covers acreage in Section 9, Township 29 North, Range 47
East, Mount Diablo Meridian, Bullion Mining District, Lander County, Nevada.
Under the lease, Pacific Gold has the right to the gold, silver, platinum,
palladium and other precious and base metals within the placers and gravels of
the leased premises, with exclusive right to prospect and explore for, mine by
open pit methods, mill, prepare for market, store, sell and dispose of the same
and use, occupy and disturb so much of the surface as Pacific Gold determines
useful, desirable or convenient. The lease term is ten years, renewable for an
additional ten years.

Pacific Gold must pay an advance rental 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 rental is
$20,000 per year. If the lease is renewed, the annual advance rental is $20,000.
The advance rental is credited to and recoverable from the production rental
amounts.

Pacific Gold will be obligated to pay a production rental of the
greater of four percent of the net smelter royalty (net ore value processed,
less production costs, excluding general administration costs) or $0.50 per yard
of material processed.

The lease is terminable upon notice of default by lessor after a 30-day
period in which cure must commence or be completed if capable of completion in
such period. Pacific Gold may terminate on 30 days advance notice.

Proposed operations

Pacific Gold intends to commence its operations in the Black Rock
Canyon area which straddles two sections of the project. According to the report
of Mr. Rae, this area contains a gravel reserve of 1,356,000 bank cubic yards at
an estimated grade of 0.39 gram/bank cubic yard or 1.2 gram/bank cubic yard of
raw gold. The vegetation and minor soil cover will be stripped and side cast for
future reclamation. The mineralization bearing gravel will be dug with an
excavator until bedrock is reached, and material will be stockpiled adjacent to
the cut.

A power screen will be set up near the cut to remove the one-inch and
larger boulders and cobbles to reduce the volume of concentrate to be
transported to the milling area. It is estimated that as much as 60% of the
volume will be removed at this point without substantial mineralization loss. A
front end loader will feed the power screen from the stockpile and load the
trucks. The concentrate mill area will be about two miles away. The mill site
will be equipped with two functioning wells for process water and can be
connected to the national power grid. The mill is a fairly portable plant and
both the mill and power screening unit will be set up on the private, fee land
owned by the company.

The mill will consist of a feed hopper, trammel scrubber/screen to
remove the 1/4 inch and larger materials and to wash the gravel before it passes
into the centrifugal bowls for gold recovery. Tailing ponds will be established
to recirculate water and tailings will be returned to the cut once stacked and
dried. No chemicals will be used in the operations. Clean up of concentrates
will be done with a smaller centrifugal bowl and shaking table and gold flakes,
particles and dust will be dried and weighed before being shipped to the
refinery.

In early March 2004, we submitted a Plan of Operations to the United
States Bureau of Land Management, and the Nevada State Division of Environmental
Protection. Pacific Gold expects that the process for approval of the Plan of
Operations can be completed within six to nine months. The Plan of Operations
was submitted on behalf of the Company by Chemrox Technologies, an environmental
specialist firm providing professional services in due diligence, reserve
confirmation, mine planning, forensic geochemistry, groundwater modeling, water
restoration, environmental permitting and reclamation.

Subsequent to the initial filing of a Plan of Operations, we have
submitted additional information and filed an amended Plan of Operations with
the Bureau of Land Management and the Nevada State Division of Environmental
Protection. We anticipate additional comments regarding the Plan of Operations,
but we do not foresee any major delays and still anticipate an approval of the
Plan of Operations before the end of 2004.

Lower Olinghouse Placers, Nevada

In May 2004 we acquired a lease agreement for the right to mine 640
acres of the Butcher Boy and Teddy Claims prospects covering 35 prospects. The
lease permits us to exploit the placer and lode mines and recover, if existing,
any and all minerals and metals. The lease includes one water well with water
rights.

These prospects are located in a rich mining area with historical data
available that includes extensive testing. The property is located about 34
miles east of Reno. It is accessible on a county maintained gravel road, from
the junction of paved state routs, approximately 1.5 miles north-west of the
town of Wadsworth, Nevada.

The prospects are located in an alluvial fan formed by the drainage
from Frankfree Canyon. The area is dominated by the Pah Rah mountain range which
strikes north-east and is located to the west of the site. The Olinghouse mining
district is located along the eastern flanks of the Pah Rah range. The alluvial
fan area in which our prospects are located is typical of most of the northern
Nevada fans and consists of a gently sloping area of gravels dipping at about
seven degrees to the east. Bedrock depths range from twenty to 600 feet at the
toe of the fan, some three miles distant from its start. There is a 80 foot high
volcanic butte immediately to the south of the prospects of the company.

Pacific Gold intents to spend the balance of the year assessing the
data it has from various past testing of the prospects and review the historical
mining information of the prospects and area. To the extent capital and time
permit, Pacific Gold will conduct its own testing program to allow it to verify
the reports and to ensure the quantity of mineralization that may exist in the
prospects. It the testing yields positive results, the company will consider
applying for various permits to advance towards the production stage of the
prospects.

Josephine County Areas, Oregon

Pacific Gold has a number of prospects in the Siskiyou National Forest,
in Josephine County Oregon. These prospects cover approximately 280 acres of
placer deposits in one area and another 37 acres in a second, almost contiguous
area. The property is accessible from a gravel road that connects with a local
paved road. Maintenance of the gravel road is moderate. In some places a stream
must be forded for access. There is ample water from the perennial stream
bordering the prospects of Pacific Gold available for exploratory and later
implementation of the business plan. Water use is subject to meeting permitting
requirements. Power will be available through generators brought to and operated
onsite.

Production History

Josephine County has experienced many decades of mining which continued
actively until the 1930s. Mineralization recovery, including recovery of gold,
has taken place on the property owned by Grants Pass, and the other property is
located on the placer deposits on the opposite side of the stream from the
Grants Pass prospects. This extraction has occurred since the late 1980s. The
most recent local operations employed dredge and hydraulic methods using
contract mining crews on a seasonal basis.

Local Geography

The property covers an area of terrace gravels that run along the
flanks of a perennial stream. The terrace gravels are generally referred to as
boulder gravels comprised of boulders and cobbles, pebbles and cemented matrix.
The terrace gravels sit on an ultramafic bedrock. Mineralization in the
areainclude gold and platinum group elements that occur as nuggets, flakes,
nodules and fine-grained disseminations within the cemented matrix. In addition,
platinum occurs alloyed with nickel as teanite. Based on a site visit, the
gravel terrace is approximately 4,000 feet long, 600 feet wide and 50 feet
thick. The gravels commence at the surface, beneath the top and subsoil layers.

Proposed Operations

The current object of the company for the prospects owned by Grants
Pass is to commence extraction under the existing permits which were transferred
with the property. These prospects were the subject of sampling in 2003 which
revealed gold mineralizations in sufficient quantity to justify expending the
effort. We have acquired earth moving equipment and a fully operational mill for
a placer mining operation in 2004. We anticipate commencing mining in 2004.

The current requirement on Oregon Gold prospects is to complete
exploration and mineralization surveys, which will include location, mapping and
analysis to determine deposit configuration and mineralization levels and to
formulate conclusions about the viability of the prospects for development and
production.

For the Oregon Gold prospects, we received approval in late 2003 of our
Notice of Intent with the United States Forest Service to conduct a drill
program, consisting of 13 drill holes. Initial drilling was to take place during
the recent winter months, however tough weather conditions in Oregon resulted in
the Forest Service requesting an equipment adjustment. In April 2004, we
received an extension of the Notice of Intent approval with the United States
Forest Service. This approval will permit Pacific Gold to complete the drill
work prior to May 31, 2004. We are in the process of acquiring specific
equipment, as requested by the Forest Service, to complete the drill program
including the acquisition of a track mounted drill rig. We plan to release the
drill results once the program is complete and the results have been tabulated.

In October 2003 we took delivery of a Knelson KCMD-7.5 centrifugal
portable concentrator. The pilot plant includes a small concentrator, generator
and screens and will allow us to process gravel materials involved in testing
projects as well as the end piece on the circuit of the production plant in
South West Oregon. The processor is a mobile unit and comes with its own
trailer. The equipment was acquired in a leasing arrangement between Pacific
Gold and a third party. This machinery will allow the company greater
flexibility in its testing programs and evaluations of projects, as well as
allow us to process materials on our existing gold properties in a very cost
effective and timely manner. In 2004 we acquired additional earth moving and
milling equipment.

Pacific Gold plans to continue to acquire other existing claims in
Josephine County, which its investigations indicate may have appropriate levels
of mineralization and reasonable accessibility for future development and
operations.

Regulation

The exploration of a mining prospect, and the later stages of
development if it occurs, will be subject to regulation by a number of federal
and state government authorities. The most important of these regulations are
administered by the United States Environmental Protection Agency and the Bureau
of Land Management and the state environmental protection agencies. The
regulations generally address 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, there are regulations relating to
labor standards, occupational health and safety, mine safety, general land use,
export of minerals and taxation to which Pacific Gold may become subject if it
completes the exploration phase. 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 of Pacific Gold to conduct its exploration 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.

The current laws and regulations are the subject of regular review at
both the state and federal levels. If amended to become more stringent, Pacific
Gold may have to obtain new permits and licenses, change its business conduct
and use more of its resources for permitting, licensing and regulatory
compliance. Any of these may limit the ability of Pacific Gold to implement its
business plan or render it uneconomic to explore a prospect and as a consequence
it may have to restrict its activities or curtail its plans.

Currently, 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. 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 numerous junior mining and exploration
companies to identify and acquire claims with strong gold mineralization
potential. We also expect to compete for the hiring of appropriate geological
and environmental experts to assist with our exploration of mining prospects. In
the future, we expect to compete for qualified consultants, employees and
equipment. Most of our current competitors have, and our future competitors are
expected to have, greater resources than us. Therefore, we anticipate that our
ability to compete largely will depend on our financial resources and capacity.

Employees

Pacific Gold has two employees as of March 31, 2004. This is the
President, Mr. Mitchell Geisler, who takes a monthly salary of $3,000, when
company resources permit. We expect to hire geological experts, engineers and
other operations consultants and independent contractors from time to time, for
differing periods to facilitate the implementation of our business plan.

We engaged Mr. John Rae, P.Geo. to provide the company with a
geological and engineering report in respect of the Nevada prospects, which was
dated January 12, 2004. Mr. Rae is a registered professional geoscientist and
project manager with over 25 years experience in different aspects of the mining
industry. This experience includes the design, implementation and management of
mining projects from exploration to production stages. From March 2003 to March
2004, Mr. Rae was engaged by Pacific Gold as a consultant. In March 2004, Mr.
Rae was hired on a full-time basis as the director of alluvial operations so
that he can implement the permitting process to bring the Nevada prospects into
licensed production. Mr. Rae is compensated at the rate of $6,500 per month and
he will be entitled to receive at future dates up to an aggregate of 500,000
shares of common stock.

Currently we have engaged Chemrox Technologies to assist with the
permitting process and dealing with the United States Bureau of Land Management
and other various governmental bodies. Chemrox provides specialized services in
connection with mineral extraction projects, including due diligence, reserve
confirmation, mine planning, forensic geochemistry, groundwater modeling, water
restoration, environmental permitting and reclamation. Our consulting agreement
provides that we pay Chemrox on a monthly basis $10,000 for ten months. The
agreement is cancelable on 30 days advance notice.

Properties

The executive office of Pacific Gold is located at 157 Adelaide Street
Wet, Suite 600, Toronto, Ontario, Canada, M5H 4E7. At this location it shares an
undesignated amount of space with another tenant. Currently, the landlord and
primary tenant are not charging Pacific Gold any rent. If Pacific Gold is
obligated to pay rent at this location or obtain rental space for itself, it
believes that space is readily available at market rates that it would be able
to afford after the financing.

In January 2004, Pacific Gold leased space in a shared office facility
in Reno, Nevada for use by its personnel and consultants. This office is rented
at an annual rate of $1,300. The lease may be terminated upon notice by the
Pacific Gold at any time.

See the description mining prospects under business for a description
of the prospects staked and leased by Pacific Gold in Nevada and Oregon and land
and water rights owned in Nevada.

In May 2004, Grants Pass rented space in a shared office facility in
Portland, Oregon for use by its personnel and consultants. This is rented at an
annual rate of $1,200. The lease may be terminated at any time upon notice.

Management

Our directors and executive officers are as follows:

Name Age Position
---------------- --- ---------------------------------

Mitchell Geisler 33 President, Secretary and Director

Mr. Mitchell Geisler, 33, has been the president and chairman of the
board since January 2001 and treasurer and secretary since October 2002. Mr.
Geisler has more than 15 years of experience in the hospitality and services
industry. He has been an active member of the Toronto business and tourist
district in a variety of capacities, and has worked with many international
corporations including, Prime Restaurants, The Keg Restaurants, Cara Foods, and
Sire Corp Restaurants. Most recently, during the period 1998 to 2001, Mr.
Geisler was president and operator of the Toronto-based 52 Restaurants Inc. He
was a supervisor for Imago Restaurants from 1997 to 1998. From 1996 to 1997 he
was a manager of Ruby Beets Restaurant. Mr. Geisler is a graduate of Toronto's
York University in Toronto, and also studied at the University of Tel Aviv. Mr.
Geisler, until June 2003, was a director and president and treasurer of GL
Energy and Exploration, Inc., a development stage company engaged in the mineral
exploration business. Mr. Geisler was also a director of Uranium Strategies,
Inc., both mineral exploratory stage companies.

Directors

Each director will hold office until the next meeting of stockholders
or until his successor is duly appointed and qualified. Directors do not receive
any compensation for their services at this time. In the future, if Pacific Gold
has non-employee directors, it expects it will provide a compensation package
primarily based on stock options and reimbursement for direct expenses.

Committees of the Board of Directors

The board of directors of Pacific Gold has no committees. In the
future, it may establish audit and compensation committees.

Limitation on Directors' Liabilities

The bylaws of Pacific Gold provide for full indemnification of its
directors and officers under Nevada law. Nevada law provides that a corporation
may indemnify any person who is a party to a suit or action or threatened to be
made a party to a suit or action, unless the action is by the corporation or is
a derivative action on behalf of the corporation when the suit or action is
based on his actions on behalf of the corporation or is based on his actions
taken at the request of the corporation, and the actions were taken in good
faith for the best interests of the corporation. Indemnification will include
expenses, attorney fees, judgments, fines and settlement amounts. Where a
director or officer is successful on the merits of any suit or action brought
against him by reason of his actions for or on behalf of the corporation, he
shall be fully indemnified. Pacific Gold may advance expenses in connection with
a suit or action against its directors and officers if approved by the
stockholders or directors who are not part of the action. Pacific Gold may
obtain insurance for any of the indemnification obligations or may provide other
financial arrangements such as establishment of a trust fund or program of self
insurance.

Executive Compensation

No executive officer currently receives any cash compensation or other
benefits from Pacific Gold. Cash compensation amounts will be determined in the
future based on the services to be rendered and time devoted to the affairs of
Pacific Gold and the availability of funds. Other elements of compensation, if
any, will be determined at that time or at other times in the future.

On December 8, 2003, Pacific Gold issued an aggregate of 60,000 shares
of common stock to Mr. Geisler as compensation and reimbursement for services
and expenses in connection with the abandoned acquisition program of certain
prospects and other assets in Oregon, various site visits and due diligence
activities on behalf of the company, incurred during 2003. These shares have
been valued by Pacific Gold at $6,000. The shares were issued under the equity
performance plan, the shares of which were registered for issuance by Pacific
Gold.

Principal Stockholders

The following table sets forth the beneficial ownership of our common
stock by all stockholders that hold 5% or more of the outstanding shares of our
common stock, each director and executive officer. As of the date of this
prospectus, there were 21,800,000 shares of common stock issued and outstanding.

Name and Address or Number of Shares Percentage Owned
Identity of Group Beneficially Owned Before Offering
------------------- ------------------ ----------------

Mitchell Geisler(1) 560,000 2.5%

ZDG Holdings(2) 17,180,000 78.8%

All officers and directors as a group 560,000 2.5%
(one persons)

(1) The address of Mr. Geisler is c/o Pacific Gold Corp., at 157 Adelaide
Street West, Suite 600, Toronto, Ontario, Canada M5H 4E7.

(2) The address of ZDG Holding Inc. is 23 Sandfield Road, Toronto, Ontario,
Canada M3B 2B6.

Description of Securities

Common Stock

Our certificate of incorporation authorizes us to issue up to
100,000,000 shares of common stock, par value $.001 per share. There are
21,800,000 shares issued and outstanding as of the date of this prospectus. Upon
completion of this offering, there will be 29,800,000 shares of common stock
issued and outstanding.

Holders of common stock are entitled to receive dividends as may be
declared by our board of directors from funds legally available for these
dividends. Upon liquidation, holders of shares of common stock are entitled to a
pro rata share in any distribution available to holders of common stock. The
holders of common stock have one vote per share on each matter to be voted on by
stockholders, but are not entitled to vote cumulatively. Holders of common stock
have no preemptive rights. All of the outstanding shares of common stock are,
and all of the shares of common stock to be issued in connection with this
offering will be, validly issued, fully paid and non-assessable.

Preferred Stock

Pacific Gold is authorized to issue up to 5,000,000 shares of preferred
stock, $.001 par value. There are no shares of preferred stock issue and
outstanding as of the date of this prospectus.

The preferred stock may be characterized as "blank check" stock. This
means that the board of directors, without any action by the stockholders of
common stock, have the right, from time to time, to designate some or all of the
preferred stock into one or more series, and fix for each series the number of
shares, full or limited voting powers, and the designations, preferences,
participating, optional and other special rights, and the qualifications,
limitations or restrictions of the various aspects of a series. Because of this
ability of the board of directors, the preferred stock may be issued quickly and
contain provisions that may have an anti-takeover effect, which may not be in
some or all of the interests of subordinate preferred stock and common
stockholders. In addition, because the board of directors may create convertible
and paid-in-kind features for a series of preferred stock, if these features use
common stock, Pacific Gold may become committed to issue or issue additional
common stock from time to time. Any commitment for additional common stock to be
issued or actually issued pursuant to the terms of any series of preferred stock
may have various results including: (i) an absolute dilutive effect on the
current shareholders percentage ownership of the then outstanding common stock
and depending on the amount paid for the issued series of preferred stock and
payable on conversion, if any amount is to be paid, a financial dilutive effect
on previously issued equity securities of the company, including the common
stock, (ii) the potential issuance may cause "overhang" issues and impair the
marketability or price of the common stock in any public market on which the
common stock may be traded, or (iii) may require the company to issue additional
common stock at time that is in opportune for Pacific Gold or its stockholders.
The preferred stock does not have any pre-emptive rights.

Transfer Agent

The transfer agent and registrar for common stock is Olde Monmouth
Stock Transfer Co. Inc., 200 Memorial Parkway, Atlantic Highlands, New Jersey,
07716.

Shares Eligible for Future Sale

After the completion of the full offering, we will have 29,800,000
shares of common stock outstanding. All 8,000,000 shares sold in the offering
will be freely tradable without restriction under the Securities Act of 1933. Of
the amount of shares outstanding 18,000,000 shares may be sold from time to time
in the public market without registration pursuant to Rule 144 and all the other
shares are freely tradable.

Under Rule 144, a person (or persons whose shares are aggregated) who
has beneficially owned restricted securities for at least one year, including
the holding period of any prior owner except an affiliate, would be generally
entitled to sell within any three month period a number of shares that does not
exceed the greater of (i) 1% of the number of then outstanding shares of the
common stock or (ii) the average weekly trading volume of the common stock in
the public market during the four calendar weeks preceding the sale. Sales under
Rule 144 are also subject to manner of sale provisions, notice requirements and
the availability of current public information about the company. Any person (or
persons whose shares are aggregated) who is not deemed to have been an affiliate
of the company at any time during the three months preceding a sale, and who has
beneficially owned shares for at least two years (including any period of
ownership of preceding nonaffiliated holders), would be entitled to sell shares
under Rule 144(k) without regard to the volume limitations, manner-of-sale
provisions, public information requirements or notice requirements.

Plan of Distribution

The shares in this offering will be sold by the efforts of Mitchell
Geisler, our president and the director of Pacific Gold. He will not receive any
commission from the sale of any shares. He will not register as a broker-dealer
pursuant to Section 15 of the Securities and Exchange Act of 1934 in reliance
upon Rule 3a4-1, which sets forth those conditions under which a person
associated with an issuer may participate in the offering of the issuer's
securities and not be deemed to be a broker-dealer. These conditions included
the following:

1. No selling person is subject to a statutory disqualification, as
that term is defined in Section 3(a)(39) of the Exchange Act, at the time of
participation,

2. No selling person is compensated in connection with his
participation by the payment of commissions or other remuneration based either
directly or indirectly on transactions in securities,

3. No selling person is, at the time of participation, an
associated person of a broker-dealer, and

4. Each selling person meets the conditions of paragraph (a) (4)
(ii) of Rule 3a4-1 of the Exchange Act, in that the person (A) primarily
performs or is intending primarily to perform at the end of the offering,
substantial duties for or on behalf of the issuer otherwise than in connection
with transactions in securities, and (B) is not a broker or dealer, or an
associated person of a broker or dealer, within the preceding twelve months, and
(C) does not participate in selling and offering of securities for any issuer
more than once every twelve months other than in reliance on this rule.

Mr. Geisler meets the above criteria for the following reasons. Mr.
Geisler has never been a person associated with a broker-dealer in any
jurisdiction and does not intend to become such a person. Mr. Geisler is not
subject to a statutory disqualification as set forth in Section 3(a)(39); he is
not subject to any administrative or court order or self-regulatory agreement
relating to the sale of securities. Mr. Geisler will not receive any direct or
indirect compensation for the sale of the common stock offered hereby. Mr.
Geisler's principal business activity, on a full-time basis, is acting as the
sole director and officer of Pacific Gold, a position he expects to continue in
after the offering, for an indefinite period of time. Mr. Geisler has not sold
any securities in reliance on the above rules during the last twelve months.

Since the offering is self-underwritten, Pacific Gold intends to
advertise and hold investment meetings in various states where the offering will
be registered and will distribute this prospectus to potential investors at the
meetings and to persons with whom Mr. Geisler is acquainted who express an
interest in Pacific Gold and a possible investment in the offering.

Pacific Gold is offering the shares subject to prior sale and subject
to approval of certain matters by our legal counsel.

This offering will commence on the date of this prospectus. The
offering will terminate on the earlier of the nine month anniversary of the date
of this prospectus or the sale of all the shares of common stock that are being
offered. In addition, we may terminate this offering at any time, for any
reason; thus not selling any or all of the shares offered. The offering may be
terminated, for example, because the market price of the common stock is less
than the offering price which would impede our ability to sell the offered
shares. There is no minimum number of shares that we are required to sell. If
the offering is unsuccessful in whole or in part, Pacific Gold may not have
sufficient funds to implement its business plan. Therefore, it may not be able
to continue its business.

The offering may be made and sales completed in only those states in
which Pacific Gold has qualified the offering or in which a purchaser is a
current stockholder of the company and the state blue sky laws permit an
additional offer and sale. State residents of California must meet certain
suitability requirements in order to purchase securities in the offering.

Procedure of Subscription

If you decide to subscribe for shares in this offering, you will be
required to execute a subscription agreement and tender it, together with a
check or wired funds to us, for acceptance or rejection. All checks should be
made payable to "Pacific Gold Corp." A copy of this agreement will accompany a
prospectus or may be obtained from us by persons who have received a prospectus
and requested the agreement.

We have the right to accept or reject subscriptions in whole or in
part, for any reason or for no reason. All monies from rejected subscriptions
will be returned immediately by us to the subscriber, without interest or
deductions.

Subscriptions for securities will be accepted or rejected promptly.
Once accepted, the funds will be deposited in an account maintained by Pacific
Gold and considered property of Pacific Gold once cleared by our bank.
Subscription funds will not be deposited in an escrow account. Certificates for
the shares purchased will be issued and distributed by our transfer agent,
within ten business days after a subscription is accepted and "good funds" are
received in our account. Certificates will be sent to the address supplied in
the investor subscription agreement by regular mail.

Legal Matters

Graubard Miller, will opine as to the validity of the common stock
offered by this prospectus and legal matters for us.

Experts

Our financial statements have been included in the registration
statement in reliance upon the report of Malone & Bailey, independent certified
public accountants, appearing in the registration statement, and upon the
authority of this firm as experts in accounting and auditing.

On January 12, 2004, we received a geological and engineering report of
Mr. John Rae, P.Geo, which Pacific Gold had commissioned and portions of the
report have been referred to and quoted in this prospectus. Mr. Rae consented to
the references to his report and to his work for the company.

Where You Can Find Additional Information

We intend to furnish our stockholders annual reports, which will
include financial statements audited by independent accountants, and all other
periodic reports as we may determine to furnish or as may be required by law,
including Sections 13(a) and 15(d) of the Exchange Act.

We have filed with the SEC a registration statement on Form SB-2 under
the Securities Act with respect to the securities offered by this prospectus.
This prospectus does not contain all the information set forth in the
registration statement and the accompanying exhibits, as permitted by the rules
and regulations of the SEC. For further information, please see the registration
statement and accompanying exhibits. Statements contained in this prospectus
regarding any contract or other document which has been filed as an exhibit to
the registration statement are qualified in their entirety by reference to these
exhibits for a complete statement of their terms and conditions. The
registration statement and the accompanying exhibits may be inspected without
charge at the offices of the SEC and copies may be obtained from the SEC's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment
of the fees prescribed by the SEC. Electronic reports and other information
filed through the Electronic Data Gathering, Analysis, and Retrieval System,
known as EDGAR, are publicly available on the SEC's website, http://www.sec.gov.

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Pacific Gold Corp.
Toronto Ontario, Canada

We have audited the accompanying balance sheet of Pacific Gold Corp. (a
Development Stage Company) as of December 31, 2003, and the related statements
of operations, stockholders' deficit, and cash flows for each of the two years
then ended and for the period from December 31, 1996 (inception) through
December 31, 2003. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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 financial statements referred to above present fairly, in
all material respects, the financial position of Pacific Gold Corp. as of
December 31, 2003, and the results of its operations and its cash flows for the
two years then ended and for the period from December 31, 1996 (inception)
through December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America.

Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com

February 24, 2004, except for Note 8,
which is as of March 11, 2004

F-1

Pacific Gold Corp.
(A Development Stage Company)
Consolidated Balance Sheets

December 31, December 31,
2002 2003
------------ ------------

ASSETS
Current Assets:
Cash $ 6,968 $ 13,457
Prepaid Expenses 1,331 --
------------ ------------
Total Current Assets 8,299 13,457

Other Assets:
Mineral Rights -- 100,000
Other Assets -- 980
------------ ------------
TOTAL ASSETS $ 8,299 $ 114,437
============ ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable $ 3,016 $ 30,943
Accrued Expenses -- 6,157
Note Payable - Shareholder 18,516 --
------------ ------------
Total Current Liabilities 21,532 37,100

Long-tern Liabilities:
Note Payable - Shareholder -- 302,392
------------ ------------
Total Long-term Liabilities -- 302,392

Stockholders' Deficit:
Preferred Stock - $0.001 par value;
5,000,000 shares authorized, no
shares issued and outstanding -- --
Common Stock - $0.001 par value;
100,000,000 shares authorized,
21,800,000 shares outstanding at
December 31, 2003 and 21,640,000
shares outstanding at December 31, 2002 21,640 21,800
Additional Paid-in Capital 33,360 49,200
Deficit Accumulated During the Development Stage (68,233) (296,055)
------------ ------------
Total Stockholders' Deficit (13,233) (225,055)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 8,299 $ 114,437
============ ============

See notes to financial statements

F-2

Pacific Gold Corp.
(A Development Stage Company)
Consolidated Statements of Operations

Inception
(December 31,
Twelve Months Ended 1996) To
December 31, December 31, December 31, December 31,
2001 2002 2003 2003
------------ ------------ ------------ ------------

Mineral Rights Expenses $ -- $ -- $ 26,327 $ 26,327
General and Administrative 36,907 24,954 196,568 263,426
Interest Expense -- 1,372 4,928 6,302
------------ ------------ ------------ ------------
Net Loss $ 36,907 $ 26,326 $ 227,823 $ 296,055
============ ============ ============ ============

Net Loss per Share - Basic and
Diluted $ (0.00) $ (0.00) $ (0.01)
------------ ------------ ------------
Weighted average shares
outstanding
Basic and Diluted 19,161,644 21,383,365 21,660,603
============ ============ ============

See notes to financial statements

F-3

Pacific Gold Corp.
(A Development Stage Company)
Consolidated Statements of Stockholders' Deficit
Period from December 31, 1996 (Inception) through December 31, 2003

Deficit
accumulated
Common stock Additional during the
------------------------- paid in development
Shares Amount capital stage Total
---------- ---------- ---------- ----------- ----------

Issuance of common
stock 2,000,000 $ 2,000 $ 3,000 $ -- $ 5,000
for cash
Net loss -- -- -- (5,000) (5,000)
---------- ---------- ---------- ----------- ----------
Balance,
December 31, 1996 2,000,000 2,000 3,000 (5,000) --
Net loss -- -- -- -- --
---------- ---------- ---------- ----------- ----------
Balance,
December 31, 1997 2,000,000 2,000 3,000 (5,000) --
Net loss -- -- -- -- --
---------- ---------- ---------- ----------- ----------
Balance,
December 31, 1998 2,000,000 2,000 3,000 (5,000) --
Net loss -- -- -- -- --
---------- ---------- ---------- ----------- ----------
Balance,
December 31, 1999 2,000,000 2,000 3,000 (5,000) --
Net loss -- -- -- -- --
---------- ---------- ---------- ----------- ----------
Balance,
December 31, 2000 2,000,000 2,000 3,000 (5,000) --
Issuance of common stock
for services 18,000,000 18,000 (9,000) -- 9,000
Net loss -- -- -- (36,907) (36,907)
---------- ---------- ---------- ----------- ----------
Balance,
December 31, 2001 20,000,000 20,000 (6,000) (41,907) (27,907)
Issuance of common stock
for cash 1,640,000 1,640 39,360 -- 41,000
Net loss -- -- -- (26,326) (26,326)
---------- ---------- ---------- ----------- ----------
Balance,
December 31, 2002 21,640,000 21,640 33,360 (68,233) (13,233)
Issuance of common stock
for services 160,000 160 15,840 -- 16,000
Net loss -- -- -- (227,823) (227,823)
---------- ---------- ---------- ----------- ----------
Balance,
December 31, 2003 21,800,000 $ 21,800 $ 49,200 $ (296,055) $ (225,055)
========== ========== ========== =========== ==========

F-4

Pacific Gold Corp.
(A Development Stage Company)
Consolidated Statements of Cash Flows

Twelve Months Ended Inception To
December 31, December 31, December 31, December 31,
2001 2002 2003 2003
------------ ------------ ------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Losses $ (36,907) $ (26,326) $ (227,823) $ (296,055)
Adjustments to Reconcile Net Loss to Cash:
Common Stock Issued for Services 9,000 -- 16,000 25,000
Provided by (Used in) Operations:
Decrease (Increase) in Other Assets -- -- (980) (980)
Increase (Decrease) in Accounts Payable 11,010 (6,622) 27,927 30,943
Increase (Decrease) in Accrued Expenses -- -- 6,157 6,157
Decrease (Increase) in Prepaid Expenses -- (1,331) 1,331 --
------------ ------------ ------------ ------------
NET CASH (USED) BY OPERATING ACTIVITIES (16,897) (34,279) (177,388) (234,935)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Oregon Gold -- -- (100,000) (100,000)
------------ ------------ ------------ ------------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES -- -- (100,000) (100,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Notes Payable - Shareholder 17,144 -- 283,877 302,392
Issuance of Common Stock -- 41,000 -- 46,000
------------ ------------ ------------ ------------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 17,144 41,000 283,877 348,392

NET CHANGE IN CASH AND CASH EQUIVALENTS 247 6,721 6,489 13,457

CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD -- 247 6,968 --
------------ ------------ ------------ ------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 247 $ 6,968 $ 13,457 $ 13,457
============ ============ ============ ============

See notes to financial statements

F-5

Pacific Gold Corp.
(A Development Stage Company)
Notes to Financial Statements

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of business. Pacific Gold Corp. ("Company") was originally incorporated
in the State of Nevada on December 31, 1996 under the name of Demand Financial
International, Ltd. and is a development stage company. On October 3, 2002, the
Company changed its name to Blue Fish Entertainment, Inc. On August 5, 2003, the
Board of Directors adopted a resolution and obtained stockholder approval of the
change in the Company's name to Pacific Gold Corp.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the balance sheet. Actual results could differ from
those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid financial
instruments with purchased maturities of three months or less.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.

Impairment of Assets

Management reviews assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Management assesses impairment by comparing the carrying amount to
individual cash flows. If deemed impaired, measurement and recording of an
impairment loss is based on the fair value of the assets.

Basic Loss per Share

Basic loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.

Recent Accounting Pronouncements

Pacific Gold does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on Pacific Gold's results of
operations, financial position or cash flow.

F-6

Pacific Gold Corp.
(A Development Stage Company)
Notes to Financial Statements

NOTE 2 - INCOME TAXES

Pacific Gold has not yet realized income as of the date of this report, no
provision for income taxes has been made. At December 31, 2003 a deferred tax
asset has not been recorded due to Pacific Gold's lack of operations to provide
income to use the net operating loss carryover of $ 296,000 that expires in
years 2012 through 2023.

NOTE 3 - COMMON STOCK

In November 2003, The Board of Directors approved the issuance of 160,000
registered shares of common stock under the 2002 Equity Performance Plan to 3
shareholders of the company for services rendered. These shares were valued at
$16,000.

In October 2002, the State of Nevada approved Pacific Gold`s restated articles
of incorporation which increased the authorized shares of common stock from
5,000,000 common shares to 100,000,000 common shares; par value remained at
$.001. Pacific Gold also amended its articles to add an additional 5,000,000
shares of preferred stock with a par value of $.001.

In October 2002, the Board of Directors authorized a stock dividend of 1 for 1.
The stock dividend has been applied retroactively to prior periods.

Pacific Gold completed a public offering in March 2002 pursuant to which it sold
1,640,000 shares of its voting common stock at $.025 per share, for a total of
$41,000.

In January 2001, Pacific Gold issued 9,000,000 shares of common stock to
Mitchell Geisler, president, in payment for consulting services. Pacific Gold
recognized $9,000 (representing the fair value of the common stock) in expense
relating to the common shares issued.

In March 1999, the Board of Directors authorized a forward split on a 200 to 1.

In March 1999, the State of Nevada approved Pacific Gold's restated articles of
incorporation, which increased the authorized shares of common stock from 25,000
common shares to 5,000,000 common shares. The par value was changed from no par
to $.001.

F-7

Pacific Gold Corp.
(A Development Stage Company)
Notes to Financial Statements

NOTE 4 - RELATED PARTY TRANSACTIONS

Pacific Gold neither owns no real or personal property. The Company has been
provided office services without charge. Such costs are immaterial to the
financial statements and accordingly are not reflected herein. The officers and
directors are involved in other business activities and most likely will become
involved in other business activities in the future. If a specific business
opportunity becomes available, such persons may face a conflict of interest. A
Company policy for handling such a conflict has not yet been formulated.

NOTE 5 - MINERAL RIGHTS

In August 2003, the Company acquired 100% of the outstanding shares of the
common stock of Oregon Gold, Inc. from ZDG Investments, Inc., a shareholder.
Oregon Gold was formed in February 2003 and is an Oregon corporation engaged in
the business of alluvial gold mineral exploration and mining in the State of
Oregon. Oregon Gold, Inc. has 100,000,000 shares of common stock authorized and
100 shares issued and outstanding and 5,000,000 shares of preferred stock
authorized and no shares issued or outstanding. The purchase price was $100,000
and the Company is indebted to ZDG Investments, Inc. for this amount. The note
carries an annual interest rate of 10% and matures on June 30, 2005.

NOTE 6 - NOTES PAYABLE

The Company owes an aggregate of $302,392 to a stockholder as of December 31,
2003. The amount due is represented by two notes, one in principal amount of
$100,000 and one in principal amount of $202,392. The notes bear interest at 10%
per annum, and mature on June 30, 2005. The $100,000 note relates to the
purchase of 100% of the outstanding shares of the common stock of Oregon Gold,
Inc., the subsidiary of the Company, and the $202,392 note relates to the
funding arrangements for the mining claim projects of the Company's
subsidiaries. At December 31, 2003, accrued interest on these notes totaled
$6,157.

NOTE 7 - COMMITMENTS

On October 1, 2003, we leased approximately 440 acres of land adjacent to our
staked prospects. The lease covers acreage in the Bullion Mining District,
Lander County, Nevada. Under the terms of the lease, we have the right to
primarily all of the precious and base metals within the placers and gravels of
the leased premises, with exclusive rights for prospecting and exploring the
leased premises for such metals. We must pay an advance rental 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 rental is $20,000 per year. If the lease is renewed, the annual advance
rental is $20,000. The advance rental is credited to and recoverable from the
production rental amounts. We will be obligated to pay a production rental of
the greater of four percent of the net smelter royalty (net ore value processed,
less production costs, excluding general administration costs) or $0.50 per yard
of material processed. The lease is terminable upon notice of default by lessor
after a 30-day period in which cure must commence or be completed if capable of
completion in such period. We may terminate the lease upon 30 days advance
notice.

F-8

Pacific Gold Corp.
(A Development Stage Company)
Notes to Financial Statements

NOTE 8 - SUBSEQUENT EVENT

In January 2004, we engaged Chemrox Technologies to assist with the permitting
process and handling the requirements associated with the United States Bureau
of Land Management and other various governmental bodies. Chemrox Technologies
provides specialized services in due diligence, reserve confirmation, mine
planning, forensic geochemistry, groundwater modeling, water restoration,
environmental permitting, and reclamation. Chemrox has offices in Colorado,
Montana, Arizona, Nevada and Pennsylvania, with in-house experts to address the
various government requirements associated with mining operations. The company's
professional staff includes geologists, hydrologists, engineers and biologists
with 20+ years experience and advanced degrees. Our consulting agreement
provides that we pay Chemrox on a monthly basis $10,000 for ten months. The
agreement is cancelable on 30 days advance notice.

In March 2004, The Company acquired 13.67 Acres of land, 2 water wells and
equipment to operate the wells for $120,000. The Company paid $60,000 at the
time of acquisition and the remaining balance is due in installments of $10,000
through September 2004.

F-9

Pacific Gold Corp.
(A Development Stage Company)
Consolidated Balance Sheet

March 31,
2004
---------
ASSETS
Current Assets:
Cash $ 9,876
---------
Total Current Assets 9,876

Other Assets:
Mineral Rights 100,000
Water Rights & Wells 90,000
Equipment- Well Pumps & Caps 16,330
Land 13,670
Other Assets 980
---------
TOTAL ASSETS $ 230,856
=========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable $ 40,894
Accrued Expenses 15,130
Note Payable - Water Rights & Land 60,000
---------
Total Current Liabilities 116,025

Long-tern Liabilities:
Note Payable - Shareholder 454,395
---------
Total Long-term Liabilities 454,395

Stockholders' Deficit:
Preferred Stock - $0.001 par value;
5,000,000 shares authorized, no
shares issued and outstanding --
Common Stock - $0.001 par value;
100,000,000 shares authorized,
21,800,000 shares outstanding at
March 31, 2004 21,800
Additional Paid-in Capital 49,200
Deficit Accumulated During the Development Stage (410,564)
---------
Total Stockholders' Deficit (339,564)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 230,856
=========

See accompanying summary of accounting policies
and notes to financial statements.

F-10

Pacific Gold Corp.
(A Development Stage Company)
Consolidated Statements of Operations

Three Months Ended Inception To
March 31, March 31, March 31,
2004 2003 2004
------------ ------------ ------------

Mineral Rights Expenses $ 3,115 $ -- $ 29,442
General and Administrative 102,421 1,535 365,850
Interest Expense 8,972 -- 15,272
------------ ------------ ------------
Net Loss $ (114,509) $ (1,535) $ (410,564)
============ ============ ============

Net Loss per Share -
Basic and Diluted $ (0.01) $ (0.00)
============ ============

Weighted Average Shares
Outstanding:
Basic and Diluted 21,800,000 21,640,000
============ ============

See accompanying summary of accounting policies
and notes to financial statements.

F-11

Pacific Gold Corp.
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)
Period from December 31, 1996 (Inception) through March 31, 2004

Deficit
accumulated
Common stock Additional during the
------------------------- paid in development
Shares Amount capital stage Total
---------- ---------- ---------- ----------- ----------

Issuance of common
stock for cash 2,000,000 $ 2,000 $ 3,000 $ -- $ 5,000

Net loss -- -- -- (5,000) (5,000)
---------- ---------- ---------- ----------- ----------
Balance,
December 31, 1996 2,000,000 2,000 3,000 (5,000) --

Net loss -- -- -- -- --
---------- ---------- ---------- ----------- ----------
Balance,
December 31, 1997 2,000,000 2,000 3,000 (5,000) --

Net loss -- -- -- -- --
---------- ---------- ---------- ----------- ----------
Balance,
December 31, 1998 2,000,000 2,000 3,000 (5,000) --

Net loss -- -- -- -- --
---------- ---------- ---------- ----------- ----------
Balance,
December 31, 1999 2,000,000 2,000 3,000 (5,000) --

Net loss -- -- -- -- --
---------- ---------- ---------- ----------- ----------
Balance,
December 31, 2000 2,000,000 2,000 3,000 (5,000) --

Issuance of common
stock for services 18,000,000 18,000 (9,000) -- 9,000

Net loss -- -- -- (36,907) (36,907)
---------- ---------- ---------- ----------- ----------
Balance,
December 31, 2001 20,000,000 20,000 (6,000) (41,907) (27,907)

Issuance of common
stock for cash 1,640,000 1,640 39,360 -- 41,000

Net loss -- -- -- (26,326) (26,326)
---------- ---------- ---------- ----------- ----------
Balance,
December 31, 2002 21,640,000 21,640 33,360 (68,233) (13,233)

Issuance of common
stock for services 160,000 160 15,840 -- 16,000

Net loss -- -- -- (227,823) (227,823)
---------- ---------- ---------- ----------- ----------
Balance,
December 31, 2003 21,800,000 $ 21,800 $ 49,200 $ (296,055) $ (225,055)
========== ========== ========== =========== ==========

Net loss -- -- -- (114,509) (114,509)
---------- ---------- ---------- ----------- ----------
Balance,
March 31, 2004 21,800,000 $ 21,800 $ 49,200 $ (410,564) $ (339,564)
========== ========== ========== =========== ==========

See accompanying summary of accounting policies
and notes to financial statements.

F-12

Pacific Gold Corp.
(A Development Stage Company)
Consolidated Statements of Cash Flows

Inception
Three Months Ended To
March 31, March 31, March 31,
2004 2003 2004
--------- --------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Losses $(114,509) $ (1,535) $(410,564)
Adjustments to Reconcile Net Loss to Cash:
Common Stock Issued for Services -- -- 25,000
Provided by (Used in) Operations:
Decrease (Increase) in Other Assets -- -- (980)
Increase (Decrease) in Accounts Payable 9,952 500 40,894
Increase (Decrease) in Accrued Expenses 8,973 -- 15,131
--------- --------- ---------
NET CASH (USED) BY OPERATING ACTIVITIES (95,584) (1,035) (330,519)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Water Rights & Wells (90,000) -- (90,000)
Investment in Equipment (16,330) -- (16,330)
Investment in Land (13,670) -- (13,670)
Investment in Oregon Gold -- -- (100,000)
--------- --------- ---------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (120,000) -- (220,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds (Repayment) from Notes Payable - Shareholder 152,003 -- 454,395
Proceeds (Repayment) from Notes Payable - Water Rights 60,000 -- 60,000
Issuance of Common Stock -- -- 46,000
--------- --------- ---------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 212,003 -- 560,395

NET CHANGE IN CASH AND CASH EQUIVALENTS (3,581) (1,035) 9,876

CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 13,457 6,967 --
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 9,876 $ 5,932 $ 9,876
========= ========= =========

See accompanying summary of accounting policies
and notes to financial statements.

F-13

Pacific Gold Corp.
(A Development Stage Company)
Notes to Financial Statements

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid financial
instruments with purchased maturities of three months or less.

Income Taxes

Impairment of Assets

Basic Loss per Share

Basic loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.

Recent Accounting Pronouncements

Pacific Gold does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on Pacific Gold's results of
operations, financial position or cash flow.

F-14

NOTE 2 - INCOME TAXES

Pacific Gold has not yet realized income as of March 31, 2004, no provision for
income taxes has been made. At December 31, 2003 a deferred tax asset has not
been recorded due to Pacific Gold's lack of operations to provide income to use
the net operating loss carryover of $ 296,000 that expires in years 2012 through
2023.

NOTE 3 - COMMON STOCK

In October 2002, the State of Nevada approved Pacific Gold`s restated articles
of incorporation, which increased the authorized shares of common stock from
5,000,000 common shares to 100,000,000 common shares; par value remained at
$.001. Pacific Gold also amended its articles to add an additional 5,000,000
shares of preferred stock with a par value of $.001.

In October 2002, the Board of Directors authorized a stock dividend of 1 for 1.
The stock dividend has been applied retroactively to prior periods.

Pacific Gold completed a public offering in March 2002 pursuant to which it sold
1,640,000 shares of its voting common stock at $.025 per share, for a total of
$41,000.

In March 1999, the Board of Directors authorized a forward split on a 200 to 1.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company has been provided office services without charge. Such costs are
immaterial to the financial statements and accordingly are not reflected herein.
The officers and directors are involved in other business activities and most
likely will become involved in other business activities in the future. If a
specific business opportunity becomes available, such persons may face a
conflict of interest. A Company policy for handling such a conflict has not yet
been formulated.

NOTE 5 - MINERAL RIGHTS

F-15

NOTE 6 - WATER RIGHTS

On March 17, 2004, the Company purchased 13.67 acres of private land in Lander
County, Nevada. The land will accommodate the Company's mill, processing plant,
on-site storage, security headquarters, and remote office facilities. The
purchase agreement also included two water wells, and equipment for its Crescent
Valley gold mining project.

The cost of purchasing the land, water producing wells and rights, and equipment
was $120,000. The Company paid $60,000 on the date of closing, and is required
to pay the remaining $60,000, at the rate of $10,000 per month for six months
ending September 1, 2004.

NOTE 7 - NOTES PAYABLE

The Company owes an aggregate of $454,395 to a stockholder as of March 31, 2004.
The amount due is represented by two notes, one in principal amount of $100,000
and one in principal amount of $354,395. The notes bear interest at 10% per
annum, and mature on June 30, 2005. The $100,000 note relates to the purchase of
100% of the outstanding shares of the common stock of Oregon Gold, Inc., the
subsidiary of the Company, and the $354,395 note relates to the funding
arrangements for the mining claim projects of the Company's subsidiaries. At
March 31, 2004, accrued interest on these notes totaled $15,130.

F-16

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The laws of Nevada permit the indemnification of directors, employees,
officers and agents of Nevada corporations. Our bylaws provide that we shall
indemnify to the fullest extent permitted by Nevada law any person whom we are
able to indemnify under that law.

The provisions of Nevada law that authorize indemnification limit their
application only to circumstances where the indemnified person acted in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation and with respect to any criminal action or
proceeding had no reasonable cause to believe his conduct was unlawful. The
statute does not affect a director's responsibilities under any other law, such
as the federal securities laws.

To the extent that we indemnify our management for liabilities arising
under securities laws, we have been informed by the SEC that this
indemnification is against public policy and is therefore unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses payable by us in connection with the
distribution of the securities being registered are as follows:

SEC Registration and Filing Fee........................ $ 253.40
Legal Fees and Expenses................................ 15,000.00
Accounting Fees and Expenses........................... 10,000.00
Financial Printing and Engraving....................... 1,000.00
Blue Sky Fees and Expenses............................. 2,500.00
Miscellaneous.......................................... 21,246.60

TOTAL........................................ $50,000.00

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

In January 2001, the Registrant issued 9,000,000 shares (subsequently
increased to 18,000,000 shares by a dividend of one share for each outstanding
share of common stock for the class) in payment for services. The Registrant
recognized $9.00 in expense. The issuance was made on the basis of an exemption
under Section 4(2) of the Securities Act of 1933. The recipient, Mr. Geisler,
was considered knowledgeable about the Registrant as its officer and director,
and is a sophisticated investor with experience in early-stage companies.

ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit No. Description of Document
----------- -------------------------------------------------------------

3.1 Certificate of Incorporation of Registrant***

3.2 Certificate of Amendment to Certificate of Incorporation****
(change of name and authorized capital)

3.3 Certificate of Amendment to Certificate of Incorporation*****
(change of name)

3.4 Bylaws of Registrant***

4.1 Specimen Common Stock Certificate***

5.1 Opinion of Graubard Miller(1)

10.1 Form of Investor Subscription Agreement(1)

10.2 Mining Lease and Agreement, dated October 1, 2003, between
Registrant and Corporate Creditors Committee LLC(1)

10.3 Chemrox Technologies Consulting Agreement(1)

10.4 Promissory Note from Registrant to ZDG Investments Ltd.
($100,000 principal)(1)

10.5 Promissory Note from Registrant to ZDG Investments Ltd.
($174,216 principal)(1)

10.6 Forms of Promissory Notes from Registrant to ZDG Investments
Ltd. (aggregate $450,000)(1)

23.1 Consent of Malone & Bailey*

23.2 Consent of John Rae, P.Geo. in respect of his report, dated
January 12, 2004*

23.3 Consent of Graubard Miller (Contained in Exhibit 5.1)(1)

----------------------

* Filed herewith
** To be filed by amendment
*** Incorporated by reference from Registration Statement 333-69784
**** Incorporated by reference from Schedule 14C (dated October 22, 2002)
***** Incorporated by reference from Schedule 14C (dated August 18, 2003)
(1) Previously filed

ITEM 28. UNDERTAKINGS

The undersigned issuer undertakes:

(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to:

(1) include any prospectus required by section 10(a)(3) of the
Securities Act;

(2) reflect in the prospectus any facts or events arising
after the effective date of the registration statement;

(3) include any additional or changed material information
regarding the plan of distribution;

(4) for determining liability under the Securities Act, we
will treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the
securities at that time shall be deemed to be the initial bona
fide offering; and

(5) file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.

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

(1) For the purpose of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by us under Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration
statement relating to the securities offered in the prospectus
and the offering of such securities at that time shall be deemed
to be the initial bona fide offering of the securities.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in Toronto, Ontario on July 23, 2004.

PACIFIC GOLD CORP.

By: /s/ Mitchell Geisler
-----------------------------
Mitchell Geisler
President
(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Form
SB-2 registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
-------------------- ---------------------------------- -------------

/s/ Mitchell Geisler President, Secretary and Treasurer July 23, 2004
-------------------- (Principal Financial Officer and
Mitchell Geisler Principal Accounting Officer)

Exhibit Index

Exhibit No. Description of Document
----------- -------------------------------------------------------------

3.1 Certificate of Incorporation of Registrant***

3.2 Certificate of Amendment to Certificate of Incorporation****
(change of name and authorized capital)

3.3 Certificate of Amendment to Certificate of Incorporation*****
(change of name)

3.4 Bylaws of Registrant***

4.1 Specimen Common Stock Certificate***

5.1 Opinion of Graubard Miller(1)

10.1 Form of Investor Subscription Agreement(1)

10.2 Mining Lease and Agreement, dated October 1, 2003, between
Registrant and Corporate Creditors Committee LLC(1)

10.3 Chemrox Technologies Consulting Agreement(1)

10.4 Promissory Note from Registrant to ZDG Investments Ltd.
($100,000 principal)(1)

10.5 Promissory Note from Registrant to ZDG Investments Ltd.
($174,216 principal)(1)

10.6 Forms of Promissory Notes from Registrant to ZDG Investments
Ltd. (aggregate $450,000)(1)

23.1 Consent of Malone & Bailey*

23.2 Consent of John Rae, P.Geo. in respect of his report, dated
January 12, 2004*

23.3 Consent of Graubard Miller (Contained in Exhibit 5.1)(1)

----------------------