SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of
[ ] Definitive Proxy Statement the Commission Only (as
[X] Definitive Additional Materials permitted
by Rule 14a-6(e)(2))
[ ] Soliciting Material Under Rule 14a-12
PACIFIC GOLD CORP.
________________________________________________
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
_________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
_________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________________
(5) Total fee paid:
_________________________________________________________________________
[ ] Fee paid previously with preliminary materials:
_________________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
_________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_________________________________________________________________________
(3) Filing Party:
_________________________________________________________________________
(4) Date Filed:
_________________________________________________________________________
PACIFIC GOLD CORP.
157 Adelaide Street West, Suite 600
Toronto, Ontario M5H 4E7
(416) 214-1483
Notice of Annual Meeting of Shareholders
to be held on May 11, 2005
To the Shareholders of Pacific Gold Corp:
You are cordially invited to attend the annual meeting of shareholders
of Pacific Gold Corp.. to be held at Caesar's Palace Hotel and Casino, 3570 Las
Vegas Boulevard South, Las Vegas, Nevada, on Wednesday, May 11, 2005, at 10:00
a.m., to consider and act upon the following matters:
o To elect two directors to serve for the ensuing one-year period
or until their successors are elected and qualified;
o To authorize an amendment to our articles of incorporation to
increase the number of shares of authorized common stock to
200,000,000; and
o To transact such other business as may properly come before the
meeting and any and all postponements or adjournments thereof.
Only shareholders of record at the close of business on April 13, 2005
will be entitled to notice of, and to vote at, the meeting and any postponements
or adjournments thereof.
You are urged to read the attached proxy statement, which contains
information relevant to the actions to be taken at the meeting. Whether or not
you expect to attend the meeting, you are earnestly requested to date, sign and
return the accompanying form of proxy in the enclosed addressed, postage-prepaid
envelope. Returning a proxy will not affect your right to vote in person if you
attend the meeting. You may revoke your proxy if you so desire at any time
before it is voted. We would greatly appreciate the prompt return of your proxy
as this will assist us in preparing for the meeting.
By Order of the Board of Directors
Mitchell Geisler, Chief Operating Officer
Toronto, Ontario
April 28, 2005
PACIFIC GOLD CORP.
Proxy Statement
Annual Meeting of Shareholders
to be held on May 11, 2005
___________
This proxy statement and the accompanying form of proxy is furnished to
shareholders of Pacific Gold Corp. in connection with the solicitation of
proxies by our board of directors for use in voting at our annual meeting of
shareholders to be held at Caesar's Palace Hotel & Casino, 3570 Las Vegas
Boulevard South, Las Vegas, Nevada on Wednesday, May 11, 2005, at 10:00 a.m.,
and at any and all postponements or adjournments.
This proxy statement, the accompanying notice of meeting of
shareholders, the proxy and the annual report to shareholders on Form 10-KSB for
the year ended December 31, 2004 are being mailed on or about April 28, 2005 to
shareholders of record on April 13, 2005. We are bearing all costs of this
solicitation.
What matters am I voting on?
You are being asked to vote on the following matters:
o to elect two directors to serve for the ensuing one-year period
or until their successors are elected and qualified;
o to authorize an amendment to articles of incorporation to
increase the number of authorized shares of common stock to
200,000,000; and
o any other business that may properly come before the meeting and
any and all postponements or adjournments.
Who is entitled to vote?
Holders of our common stock as of the close of business on April 13,
2005, the record date, are entitled to vote at the meeting. As of that date, we
had issued and outstanding 21,925,667 shares of common stock, our only class of
voting securities outstanding. Each holder of our common stock is entitled to
one vote for each share held on the record date.
What is the effect of giving a proxy?
Proxies in the form enclosed are solicited by and on behalf of our
board. The persons named in the proxy have been designated as proxies by our
board. If you sign and return the proxy in accordance with the procedures set
forth in this proxy statement, the persons designated as proxies by the board
will vote your shares at the meeting as specified in your proxy.
If you sign and return your proxy in accordance with the procedures set
forth in this proxy statement but you do not provide any instructions as to how
your shares should be voted, your shares will be voted as follows:
o FOR the election of the two director nominees listed below under
Proposal 1; and
o FOR the approval of the amendment to our articles of
incorporation as described below under Proposal 2.
If you give your proxy, your shares also will be voted in the
discretion of the proxies named on the proxy card with respect to any other
matters properly brought before the meeting and any postponements or
adjournments. If any other matters are properly brought before the meeting, the
persons named in the proxy will vote the proxy in accordance with his best
judgment.
May I change my vote after I return my proxy card?
You may revoke your proxy at any time before it is exercised by:
o delivering written notification of your revocation to our
secretary;
o voting in person at the meeting; or
o delivering another proxy bearing a later date.
Please note that your attendance at the meeting will not alone serve to
revoke your proxy.
What is a quorum?
A quorum is the minimum number of shares required to be present at the
meeting for the meeting to be properly held under our bylaws and Nevada law. The
presence, in person or by proxy, of a majority of the votes entitled to be cast
at the meeting will constitute a quorum at the meeting. A proxy submitted by a
shareholder may indicate that all or a portion of the shares represented by the
proxy are not being voted ("shareholder withholding") with respect to a
particular matter. Similarly, a broker may not be permitted to vote stock
("broker non-vote") held in street name on a particular matter in the absence of
instructions from the beneficial owner of the stock. The shares subject to a
proxy which are not being voted on a particular matter because of either
shareholder withholding or broker non-vote will not be considered shares present
and entitled to vote on that matter. These shares, however, may be considered
present and entitled to vote on other matters and will count for purposes of
determining the presence of a quorum if the shares are being voted with respect
to any matter at the meeting. If the proxy indicates that the shares are not
being voted on any matter at the meeting, the shares will not be counted for
purposes of determining the presence of a quorum. Abstentions are voted neither
"for" nor "against" a matter, but are counted in the determination of a quorum.
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How many votes are needed for approval of each matter?
The election of directors requires a plurality vote of the votes cast
at the meeting. "Plurality" means that the individuals who receive the largest
number of votes cast "FOR" are elected as directors. Consequently, any shares
not voted "FOR" a particular nominee, whether as a result of a direction of the
shareholder to withhold authority, abstentions or a broker non-vote, will not be
counted in the nominee's favor. There is no cumulative voting for directors of
our company.
The amendment to our articles of incorporation to increase the number
of authorized shares of common stock must be approved by a majority of the
outstanding shares of common stock. Abstentions and broker non-votes will be
counted in determining the number of votes required for a majority and will
therefore have a negative effect on the outcome.
How do I vote?
You may vote your shares in one of three ways: by mail, facsimile or in
person at the meeting. The prompt return of the completed proxy card vote will
assist us in preparing for the meeting. Date, sign and return the accompanying
proxy in the postage-prepaid envelope enclosed for that purpose. You can specify
your choices by marking the appropriate boxes on the proxy card. If you attend
the meeting, you may deliver your completed proxy card in person or fill out and
return a ballot that will be supplied to you. If you wish to fax your proxy,
please copy both the front and back of the signed proxy and fax same to Olde
Monmouth Stock Transfer Company at (732) 872-2728; telephone: (732) 872-2727.
How does the majority stockholder plan to vote?
The majority stockholder, ZDG Holdings Inc., holds approximately 76% of
the issued and outstanding shares of common stock. Mr. Landau, the person with
voting control over these shares, and an officer and director of the company,
has indicated his intention to vote all of these and any other shares over which
he has voting authority in favor of the nominees for director, Mr. Geisler and
himself, and for the increase in authorized capital. Therefore, your vote will
not change the outcome of these proposals.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table and accompanying footnotes set forth certain information as
of April 13, 2005 with respect to the ownership of our common shares by:
o each person or group who beneficially owns more than 5% of our
common shares;
o each of our directors;
o our chief executive officer and our other executive officers
whose total compensation exceeded $100,000 during the year ended
December 31, 2004; and
o all of our directors and executive officers as a group.
A person is deemed to be the beneficial owner of securities that can be
acquired by the person within 60 days from the record date upon the exercise of
warrants or options or conversions of convertible securities. Accordingly,
common shares issuable upon exercise of options and warrants that are currently
exercisable or exercisable within 60 days of April 13, 2005 have been included
in the table with respect to the beneficial ownership of the person owning the
options or warrants, but not with respect to any other persons.
Name and Address Shares
of Beneficial Owner Beneficially Owned(1) Percent of Class(2)
___________________ _____________________ ___________________
Robert Landau(3) 16,700,000 76.2%
Mitchell Geisler(4) 1,000,000 4.6%
ZDG Holdings Inc.(5) 16,680,000 76.1%
All directors and executive 17,700,000 80.7%
officers as a group (two persons)
____________________________________
* Less than 1%.
(1) Unless otherwise noted, we believe that all persons named in the table
have sole voting and investment power with respect to all common shares
beneficially owned by them, subject to community property laws, where
applicable.
(2) There are 21,925,667 shares of common stock currently issued and
outstanding. Each person beneficially owns a percentage of our
outstanding common shares which such person has the right to vote or
dispose and can acquire within 60 days of April 13, 2005 upon the
exercise or conversion of options, warrants or convertible securities.
(3) Includes 16,680,000 shares of common stock held by ZDG Holdings Inc.
and 5,000 shares of common stock held by ZDG Investments over which Mr.
Landau has voting and dispositive control, although he disclaims
pecuniary interest in a portion of the shares held by those entities.
Mr. Robert Landau's address is c/o Pacific Gold Corp., 157 Adelaide
Street West, Suite 600, Toronto, Ontario, Canada.
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(4) The business address of Mr. Geisler is c/o Pacific Gold Corp., 157
Adelaide Street West, Suite 600, Toronto, Ontario, M5H 4E7.
(5) The business address of ZDG Holdings Inc. is 23 Sandfield Road,
Toronto, Ontario, M3B 2B6. Mr. Robert Landau, the Chief Executive
Officer of the company is also the President of ZDG Holdings Inc. and
has voting and dispositive control over their shares of common stock.
PROPOSAL 1:
ELECTION OF DIRECTORS
Our by-laws currently provide for two directors, each of whom will
serve a term of one year. At this annual meeting you are being requested to vote
on two directors to serve a term expiring at the next annual meeting or until
their successors are elected and qualified.
Unless authority is withheld, the proxies solicited by our board of
directors will be voted "FOR" the election of Mr. Geisler and Mr. Landau. Our
management has no reason to believe that Mr. Geisler and Mr. Landau will not be
a candidate or will be unable to serve. However, if either should become unable
or unwilling to serve as a director, your proxies will be voted for the election
of another person as shall be designated by the board of directors.
Information About Directors, Nominees and Executive Officers
Our directors and executive officers are as follows:
Name Age Position
Robert Landau 33 Chief Executive Officer and Chairman
Mitchell Geisler 34 Chief Operating Officer, Treasurer, Secretary
Mr. Robert Landau has been the chief executive officer of the company
since April 2005. He has been the president and director of ZDG Investments
Limited since May 1999. Mr. Landau's experience includes the founding and
financing of development stage businesses. Previously, he was an Actuarial
Consultant with a large multi-national consulting firm. He has a Bachelor of
Commerce - Actuarial Science and Finance degree from the University of Toronto
in Toronto, Ontario, Canada.
Mr. Mitchell Geisler has been the president and chairman of the board
from January 2001 to April 2005 when he became the chief operating officer upon
the appointment of Mr. Landau as chief executive officer. Mr. Geisler has been
the treasurer and secretary of the company since October 2002. Mr. Geisler has
more than 15 years of experience in the hospitality and services industry. From
1998 to 2001, Mr. Geisler was president and operator of the Toronto-based 52
Restaurants Inc. 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.
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Independence of Directors
Our common stock is traded on the over-the-counter bulletin board.
Therefore, the company is not required to have independent members of the board
of directors. Mr. Landau and Mr. Geisler are not independent directors, as they
are employees of the company.
Audit Committee and Financial Expert
We are not required to have and we do not have an Audit Committee. The
company's directors perform some of the same functions of an Audit Committee,
such as: recommending a firm of independent certified public accountants to
audit the financial statements; reviewing the auditors' independence, the
financial statements and their audit report; and reviewing management's
administration of the system of internal accounting controls. We do not
currently have a written audit committee charter or similar document.
We have no audit committee financial expert. Our directors have
accounting backgrounds and financial statement preparation and interpretation
ability obtained over the years from his past business experience. We believe
the cost related to retaining a financial expert at this time is prohibitive.
Further, because of nature of our current limited operations, we believe the
services of a financial expert are not warranted.
Code of Ethics
A code of ethics relates to written standards that are reasonably
designed to deter wrongdoing and to promote:
1) Honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and professional
relationships.
2) Full, fair, accurate, timely and understandable disclosure in
reports and documents that are filed with, or submitted to the Securities and
Exchange Commission and in other public communications made by the company.
3) Compliance with applicable government laws, rules and
regulations.
4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
5) Accountability for adherence to the code.
We have not adopted a formal code of ethics statement. The board of
directors evaluated the business of the company and the number of employees and
determined that since the business is operated by a small number of persons two
of whom are officer and directors and the other persons are employed by the
company as independent contractors, general rules of fiduciary duty and federal
and state criminal, business conduct and securities laws are adequate ethical
guidelines.
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Shareholder - Director Communication
We have neither a nominating committee for persons to be proposed as
directors for election to the board of directors nor a formal method of
communicating nominees from shareholders. We do not have any restrictions on
shareholder nominations under our articles of incorporation or by-laws. The only
restrictions are those applicable generally under Nevada Corporate Law and the
federal proxy rules. Currently the board of directors decides on nominees, on
the recommendation of one or more members of the board. None of the members of
the board of directors are "independent." The board of directors will consider
suggestions from individual shareholders, subject to evaluation of the person's
merits. Stockholders may communicate nominee suggestions directly to any of the
board members, accompanied by biographical details and a statement of support
for the nominees. The suggested nominee must also provide a statement of consent
to being considered for nomination. Although there are no formal criteria for
nominees, the board of directors believes that persons should be actively
engaged in business endeavors, have a financial background, and be familiar with
acquisition strategies and money management.
Because the management and directors of the company are the same
persons, the board of directors has determined not to adopt a formal methodology
for communications from shareholders on the belief that any communication would
be brought to the boards' attention by virtue of the co-extensive employment.
Board of Directors Meetings and Committees
Our board of directors held six meetings in 2004. We expect our
directors to attend all board and committee meetings, if any, and to spend the
time needed and meet as frequently as necessary to properly discharge their
responsibilities. The board of directors does not have a formal policy of
attendance of directors at the annual meeting. It does encourage such
attendance. The company did not have an annual meeting in 2004.
Independent Auditor's Fees
2004 2003
------ ------
Audit Fees(1) $5,490 $4,315
Audit-Related Fees -0- -0-
Tax Fees -0- -0-
All Other Fees -0- -0-
------ ------
Total $5,490 $4,315
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- --------------------------
(1) Represents the aggregate fees billed for professional services rendered
by our principal accountant, Malone & Bailey, PC, for the audit of our
annual financial statements for the years ended December 31, 2004, and
December 31, 2003 and review of financial statements included in our
quarterly reports on Form 10-QSB or services that are normally provided
by the accountant in connection with statutory and regulatory filings
or engagements for those periods. There were no additional fees billed
by our principal accountant during the years ended December 31, 2004
and 2003.
Pre-Approval Policies and Procedures
In accordance with Section 10A(i) of the Securities Exchange Act of
1934, before we engage our independent accountant to render audit or non-audit
services, the engagement will be approved by our board of directors, or if there
is one, the audit committee. Our board of directors approved all of the fees
referred to in "Independent Auditor's Fees" above for 20003 and 2004.
Board of Directors Compensation
Persons who are directors and employees will not be additionally
compensated for their services as a director. There is no plan in place for
compensation of persons who are directors who are not employees, but it is
expected that in the future we will create a remuneration and expense
reimbursement plan. It is anticipated that such a plan would be primarily based
on stock options.
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by,
or paid for all services rendered to us during the fiscal years ended December
31, 2004, 2003 and 2002, by our chief executive officer and our other executive
officers whose total compensation exceeded $100,000 during the year ended
December 31, 2004 ("Named Executive Officers").
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
-------------------------------------
AWARDS
------------------------ PAYOUTS
ANNUAL COMPENSATION RESTRICTED SECURITIES ---------
------------------------- STOCK UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS OTHER AWARD OPTIONS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR (1) ($) ($) ($) ($) SARS(#) ($) ($)
--------------------------------------------------------------------------------------------------------------------
Mitchell Geisler, 2004 $36,000 $0 $0 $0 $0 $0 $0
President
& Director 2003 $0 $0 $0 $0 $0 $0 $6,000
2002 $0 $0 $0 $0 $0 $0 $0
(1) For the fiscal year ended December 31, 2004. There was no compensation
for this officer for the fiscal year ended December 31, 2003.
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(2) 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 at $6,000. The shares were
issued under the equity performance plan, the shares of which were
registered for issuance by Pacific Gold.
(3) There was no compensation of any kind paid in 2002.
Compensation Arrangements for Executive Officers
Commencing May 1, 2005, the company will compensate Mr. Robert Landau
by accruing $8,000 per month to be paid in shares of common stock calculated at
the then market price, in arrears, to be issued at a mutually determined time,
from time to time, and will compensate Mr. Mitchell Geisler with a $60,000
annual salary and accruing $2,000 per month to be paid in shares of common stock
calculated at the market price, in arrears, to be issued, from time to time, at
a mutually determined time, from time to time. The shares will be issued under
the 2002 Performance Equity Plan.
In addition, the company will grant options to Messrs. Landau and
Geisler under the 2002 Performance Equity Plan in the amount of 300,000 and
250,000 shares, respectively, vesting over two years at six month intervals, at
the market price on the date of grant.
Employee Benefit Plans
On October 3, 2002, a stockholder owning more than a majority of the
Company's common stock executed and delivered a written consent approving the
2002 Performance Equity Plan authorizing up to 3,000,000 shares of common stock
for structuring compensation arrangements and to provide an equity incentive for
employees and others who are awarded shares under the 2002 Plan. None of the
awards as provided under the 2002 Plan are allocated to any particular person or
class of persons among those eligible to receive awards. We issued 160,000
shares under this plan during 2003 and an aggregate of 100,000 shares and share
options during 2004.
Certain Relationships and Related Transactions
As of December 31, 2004, the company received various loans totaling
$1,683,993 including accrued interest from ZDG Investments Ltd., which owns
5,000 shares and is related to ZDG Holdings Inc., in order fund the business
operations. These unsecured promissory notes bear 10% simple interest and are
due June 30, 2005.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the company's directors and
executive officers, and persons who own more than 10% of the outstanding shares
of the company's common stock, to file initial reports of beneficial ownership
and reports of changes in beneficial ownership of shares of common stock with
the Securities and Exchange Commission. Such persons are required by SEC
regulations to furnish the company with copies of all Section 16(a) forms they
file.
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Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the company during the year ended December 31, 2004, and upon a
review of Forms 5 and amendments thereto furnished to the company with respect
to the year ended December 31, 2004, or upon written representations received by
the company from certain reporting persons that no Forms 5 were required for
those persons, there were no forms that were late or not filed.
PROPOSAL 2
AMENDMENT TO OUR ARTICLES OF INCORPORATION
The company is currently authorized by its articles of incorporation to
issue 100,000,000 shares of common stock and 5,000,000 shares of preferred
stock. As of the record date, 21,888,167 shares of common stock were outstanding
and no shares of preferred stock were issued, outstanding or designated. In
addition, the company has reserved approximately 2,840,000 shares of common
stock for issuance under the 2002 Performance Equity Plan and approximately
16,666,667 shares of common stock for issuance under the $4,000,000 face amount
of convertible debentures issued April 7, 2005 and the 2005 warrants issued in
connection with the convertible debentures.
Based on the number of shares of common stock outstanding as of the
record date, the need to reserve shares of common stock as set forth above and
the current articles of incorporation limit of 100,000,000 shares of common
stock, the board of directors does not believe there is an adequate number of
authorized shares of common stock under the articles of incorporation for
management to be able to plan for the long-term future growth and development of
the company and properly capitalize its operations. Accordingly, the board of
directors proposes to amend the articles of incorporation to increase the
authorized number of shares of common stock by an additional 100,000,000 shares
of common stock to 200,000,000 shares of common stock.
The board of directors believes approval of the amendment to the
articles of incorporation to increase the capital is in the best interest of the
company and its stockholders. The authorization of additional shares of common
stock will enable the company to meet its obligations under the various employee
benefit plans, employment arrangements, convertible debt and outstanding options
and warrants and issue options, awards and warrants in the future. In addition,
the proposed amendment will give the board of directors flexibility to authorize
the issuance of shares of common stock in the future for financing the company's
business, for acquiring other businesses, for forming strategic partnerships and
alliances and for stock dividends and stock splits.
Approval of the proposal will permit the board of directors to issue
additional shares of common stock, together with the currently authorized
preferred stock, without further approval of the stockholders of the company;
and the board of directors does not intend to seek stockholder approval prior to
any issuance of the authorized capital stock unless stockholder approval is
required by applicable law or stock market or exchange requirements. Although
the company from time to time reviews various transactions that could result in
the issuance of common stock or preferred stock, the company is not a party to
any agreement to issue additional shares of its capital stock, except as may be
required in connection with the exercise of existing outstanding options and
warrants or upon conversion of outstanding debentures, or in connection with
options and other stock based awards which may be issued under the 2002
Performance Equity Plan or under any other plan or arrangement the board of
directors may hereafter approve. Additionally, although the current and
additional authorized capital may be used in connection with acquisitions, the
company does not have any plans at present to use any capital stock for any
corporate acquisitions. We, therefore, do not have any plans, proposals or
arrangements for the issuance or use of the additional authorized shares.
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Other than the availability of authorized common stock and authorized
and undesignated preferred stock and limited provisions in the company's
by-laws, the company does not have in place provisions which may have an
anti-takeover effect. At this annual meeting, the shareholders are being asked
to consider and approve a proposal to increase the number of authorized shares
of common stock. This proposal has not resulted from the company's knowledge of
any specific effort to accumulate the company's securities or to obtain control
of the company by means of a merger, tender offer, proxy solicitation in
opposition to management or otherwise. The company is not submitting any of
these proposals to enable it to frustrate any efforts by another party to
acquire a controlling interest or to seek board representation.
The issuance of additional shares of common stock and preferred stock
may have a dilutive effect on earnings per share and on the equity and voting
power of existing security holders of the company's capital stock. It may also
adversely affect the market price of the common stock. However, if additional
shares are issued in transactions whereby favorable business opportunities are
provided and allow the company to pursue its business plans, the market price
may increase.
The holders of common stock of the company are entitled to one vote for
each share held of record on all matters to be voted on by the stockholders of
the company. There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50% of the shares of
common stock of the company voted in an election of directors can elect the
directors of the company. The holders of common stock are entitled to receive
dividends when, as, and if declared by the board of directors out of funds
legally available therefore. The company never has paid cash dividends on its
shares of common stock, and does not currently intend to pay any cash dividends.
In the event of liquidation, dissolution or winding up of the company, the
holders of the shares of common stock are entitled to share ratably in all
assets remaining available for distribution to them after payment of liabilities
and after provision has been made for each class of stock, if any, having
preference over the common stock. Holders of shares of common stock have no
conversion, preemptive or other subscription rights, and there are no redemption
provisions applicable to the common stock.
The affirmative vote of a majority of the outstanding common shares is
required to approve the amendment to the articles of incorporation.
If the proposal to amend the articles of incorporation is approved, the
fourth article of the articles of incorporation will be amended promptly after
the meeting to increase the number of shares of common stock the company is
authorized to issue to 200,000,000. The officers of the corporation, in their
discretion may decide not if it is determined to be in the best interests of the
company.
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES TO 200,000,000.
INDEPENDENT AUDITOR
A representative of Malone & Bailey LLC, our auditors for the year
ended December 31, 2004, is expected to be present at the meeting. The
representative will have the opportunity to make a statement and will be
available to respond to appropriate questions from shareholders. The board of
directors has selected the independent accounting firm of Malone & Bailey as our
auditors for the year ending December 31, 2005.
SOLICITATION OF PROXIES
The solicitation of proxies in the enclosed form is made on behalf of
our board of directors and we are bearing the cost of this solicitation. In
addition to the use of the mails, proxies may be solicited personally or by
telephone using the services of directors, officers and regular employees at
nominal cost. Banks, brokerage firms and other custodians, nominees and
fiduciaries will be reimbursed by us for expenses incurred in sending proxy
material to beneficial owners of our common stock.
2006 ANNUAL MEETING SHAREHOLDER PROPOSALS AND NOMINATIONS
In order for any shareholder proposal or nominations to be presented at
the annual meeting of shareholders to be held in 2006 or to be eligible for
inclusion in our proxy statement for such meeting, we must receive it at our
principal executive offices by December 26, 2005. Each proposal should include
the exact language of the proposal, a brief description of the matter and the
reasons for the proposal, the name and address of the shareholder making the
proposal and the disclosure of that shareholder's number of shares of common
stock owned, length of ownership of the shares, representation that the
shareholder will continue to own the shares through the shareholder meeting,
intention to appear in person or by proxy at the shareholder meeting and
material interest, if any, in the matter being proposed.
Shareholders who wish to recommend to the board of directors a
candidate for election to the board of directors should send their letters to
Pacific Gold Corp., 157 Adelaide Street West, Suite 600, Toronto, Ontario,
Canada M5H 4E7, Attention: Board of Directors. Shareholders must follow certain
procedures to recommend to the board of directors candidates for election as
directors. In general, in order to provide sufficient time to enable the board
of directors to evaluate candidates recommended by shareholders in connection
with selecting candidates for nomination in connection with our annual meeting
of shareholders, the corporate secretary must receive the shareholder's
recommendation no later than thirty days after the end of our fiscal year.
DISCRETIONARY VOTING OF PROXIES
Pursuant to Rule 14a-4 promulgated by the Securities and Exchange
Commission, shareholders are advised that our management will be permitted to
exercise discretionary voting authority under proxies it solicits and obtains
for the 2006 annual meeting of shareholders with respect to any proposal
presented by a shareholder at such meeting, without any discussion of the
proposal in our proxy statement for such meeting, unless we receive notice of
such proposal at our principal office, not later than March 15, 2006.
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INCORPORATION BY REFERENCE
This proxy statement incorporates by reference certain information
included in our Annual Report on Form 10-KSB for the fiscal year ended December
31, 2004, including our audited financial statements and supplementary data,
management's discussion and analysis of financial condition and results of
operations and our quantitative and qualitative disclosures about market risk.
OTHER MATTERS
The board of directors knows of no matter that will be presented for
consideration at the meeting other than the matters referred to in this proxy
statement. Should any other matter properly come before the meeting, it is the
intention of the persons named in the accompanying proxy to vote the proxy in
accordance with their best judgment.
By Order of the Board of Directors
Mitchell Geisler, President
Toronto, Ontario
April 28, 2005
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