FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LANDAU ROBERT G
2. Issuer Name and Ticker or Trading Symbol

PACIFIC GOLD CORP [ PCFG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO
(Last)          (First)          (Middle)

157 ADELAIDE ST. WEST #600
3. Date of Earliest Transaction (MM/DD/YYYY)

1/9/2015
(Street)

TORONTO, A6 M5H4E7
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   1/9/2015     P    54000000   A $0.0001   54202904   D    
Common Stock   1/9/2015     M    600000000   A $0.0001   654062086   I   See Note 1   (1)
Common Stock   1/14/2015     M    25000000   A $0.0001   679062086   I   See Note 3   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock   (2)   (2) 6/10/2013     J   (3)    300000       6/10/2013     (4) Common Stock   25000000     (3) 25000000   I   See Note 1   (1)
Series A Convertible Preferred Stock   (2) $0.0001   (2) 1/14/2015     C         300000    6/10/2013     (4) Common Stock   25000000   $0.0001   0   I   See Note 3   (3)

Explanation of Responses:
( 1)  The record holder of the securities is Jabi, Inc., of which the Reporting Person is the sole stockholder and director.
( 2)  The shares of Series A Convertible Preferred Stock are initially convertible at a ratio of 1:10,000, subject to adjustment for stock splits and similar events.
( 3)  The shares of Series A Convertible Preferred Stock were acquired in exchange for a $300,000 promissory note issued by the Issuer and held by Jabi, Inc. Adjusted for the 1 for 120 reverse stock split. Jabi, Inc. converted all Series A Convertible Preferred Stock into Common Shares.
( 4)  The Series A Convertible Preferred Stock does not have an expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LANDAU ROBERT G
157 ADELAIDE ST. WEST #600
TORONTO, A6 M5H4E7
X X CEO

Signatures
/s/ Rob Landau 1/14/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.