New outstanding share count and % of ownership fro

New outstanding share count and % of ownership from filing.

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of October 22, 2012, we had 2,038,765,222 shares of Common Stock issued and outstanding. The following table sets forth information regarding beneficial ownership of our stock for: (i) each of our executive officers and directors; (ii) each stockholder known by us to be the beneficial owner of more than 5% of the outstanding shares of each class of our Common Stock; and (iii) all of our directors and executive officers as a group:




Name and Address of Beneficial Owner(s)Robert Landau
Amount and Nature of Beneficial Owner(s)(1)

Number of Shares Owned 635,965,081
Percentage of Ownership (2) 31.2%


Name and Address of Beneficial Owner Mitchell Geisler
Number of Shares Owned 342,884,224
Percentage of Ownership 16.8%

All officers and directors as a group (two persons)
Number of Shares Owned 978,849,305
Percentage of Ownership 48%


*
Represents less than one percent.

1
Pursuant to Rule 13-d-3 under the Securities Exchange Act of 1934, as amended, beneficial ownership of a security consists of sole or shared voting power (including the power to vote or direct the voting) and/or sole or shared investment power (including the power to dispose or direct the disposition) with respect to a security whether through a contract, arrangement, understanding, relationship or otherwise. Unless otherwise indicated, each person indicated above has sole power to vote, or dispose or direct the disposition of all shares beneficially owned. Unless as otherwise set forth in the table, the address of each beneficial owner is c/o Pacific Gold Corp., 157 Adelaide Street West, Suite 600, Toronto, Ontario, M5H 4E7 Canada.

2
Includes 149,000,000 shares of Common Stock held of record by Jabi, Inc., of which Mr. Landau is the sole shareholder and director.