UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K/A

Amendment No. 3

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

SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

COMMISSION FILE NUMBER      000-32629

PACIFIC GOLD CORP.

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

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

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

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

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

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

Common Stock, $0.0000000001 par value, 3,000,000,000 shares authorized

(Title of Class)

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

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

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

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

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

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

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

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

As of April 11, 2013 the aggregate market value of the voting stock held by non-affiliates was approximately $592,234.

As of April 11, 2013, the Company had outstanding 1,233,410,874 shares of its common stock, par value $0. 0000000001 .

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

a. Exhibits

Exhibit Number

Name of Exhibit

3.1

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

3.2

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

3.3

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

3.4

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

3.5

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

4.1

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

4.2

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

4.3

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

4.4

Convertible Promissory Notes issued to Al Landau on May 11, 2012, December 5, 2012 and April 22, 2013. (1)

4.5

Notes Issued to Asher Enterprises, Inc. on September 10, 2012, October 25, 2012 and December 4, 2012. (1)

4.6

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

4.7

Note Issued to Magna Group, LLC on April 12, 2013. (1)

4.8

Convertible Promissory Notes issued to Richard Jagodnik on April 26, 2012 and March 25, 2013. (1)

4.10

Convertible Promissory Notes issued to Richard Jagodnik and subsequently transferred to Asher Enterprises, Inc. on February 5, 2013 and March 19, 2013. (1)

10.1

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

10.2

Nevada Rea Gold, Inc. Lease Agreement regarding Bullion Monarch, dated October 1, 2003. (incorporated by reference to registrant’s Form 10-K/A, filed on September 13, 2012, Exhibit 10.2)

10.3

Nevada Rae Gold, Inc. Lease Agreement regarding B&B Claims, dated June 1, 2011. (incorporated by reference to registrant’s Form 10-K/A, filed on September 13, 2012, Exhibit 10.3)

10.4

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

21.1

Subsidiaries of Pacific Gold Corp. (incorporated by reference to registrant’s Form 10-K/A, filed on September 13, 2012, Exhibit 21.1)

31.1

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

31.2

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

32.1

Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (incorporated by reference to registrant’s Form 10-K/A, filed on July 26, 2013, Exhibit 32.1)

(1)  Filed herewith

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SIGNATURES

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

(Registrant)		PACIFIC GOLD CORP.
By:		/s/  Robert Landau
		Robert Landau, President
		(Chief Executive Officer)
Date:		August 1, 2013

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

Signatures		Title		Date
/s/ Robert Landau		Chief Executive Officer, Chief Financial Officer and Director		August 1, 2013
Robert Landau
/s/ Mitchell Geisler		Secretary, Treasurer and Director		August 1, 2013
Mitchell Geisler

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