UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) OFof ~~THE~~The Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): March 1, 2016

~~Date~~Pacific ofGold ~~Report:~~Corp.

(~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported~~specified in its charter)

February 16, 2016

Nevada

000-32629

98-0408708

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

____________________________

848 N. Rainbow Blvd. #2987

Las Vegas, Nevada 89107

89107

(Address of principal executive offices)

(Zip Code)

~~PACIFIC~~Registrant’s ~~GOLD~~telephone ~~CORP.~~number, including area code: 416-214-1483

(~~Exact~~Former name ofor ~~registrant~~former asaddress, ~~specified~~if inchanged ~~charter~~since last report.)

~~NEVADA~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

(State or other Jurisdiction of Incorporation or Organization)

000- 32629	848 N. Rainbow Blvd. #2987 Las Vegas, Nevada 89107	98-0408708
(Commission File Number)	(Address of Principal Executive Offices and zip code)	(IRS Employer Identification No.)

416-214-1483

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Item 41.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant.~~Definitive Agreement

On ~~February~~March 1, 2016, ~~Pacific Gold Corp. (~~the “Company”)’s ~~dismissed~~subsidiary ~~KLJ~~Retail &Energy ~~Associates,~~Corp. ~~LLP~~ (~~the~~ “~~Former Accountant~~REC”) ~~and~~entered ~~engaged~~into ~~Accell~~an ~~Audit~~agreement ~~and~~to ~~Compliance,~~acquire ~~P.A.~~a ~~(the~~lease ~~“New~~for ~~Accountant”)~~an asoperating ~~the~~gas ~~Company’s~~station ~~independent~~and ~~registered~~retail ~~public~~store ~~accounting~~in ~~firm~~central Florida. The ~~engagement~~Acquisition ofis ~~the~~currently ~~New~~producing ~~Accountant~~approximately ~~was~~$600,000 ~~approved~~in byrevenues ~~the~~and ~~Company’s~~over ~~Board~~$200,000 ofin ~~Directors~~net income.

The ~~Former~~lease ~~Accountant’s~~is ~~audit reports on the financial statements of the Company~~ for ~~the~~5 ~~fiscal~~ years ~~ended~~with ~~December~~options 31, 2014 contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that the audited financial statements contained in the Company’s Annual Reports on Form 10-K for ~~the~~two ~~fiscal~~additional 5 year ~~ended December 31, 2014 contained a going concern qualification~~periods. ~~During~~The ~~the~~acquisition ~~fiscal~~price ~~year ended December 31, 2014 there were no “disagreements” (as such term is defined in Item 304~~ of ~~Regulation S-K) with~~ the ~~Former~~lease ~~Accountant~~is on$325,000, ~~any~~including ~~matter of accounting principles or practices~~$250,000 ~~financial~~to ~~statement~~be ~~disclosure,~~paid orat ~~auditing~~closing ~~scope~~and ora ~~procedures~~$75,000, ~~which~~twelve ~~disagreements~~month ifnote ~~not~~with ~~resolved~~6% tointerest. ~~the~~REC ~~satisfaction~~will ofalso ~~the~~be ~~Former~~required ~~Accountant would have caused them~~ to ~~make~~provide ~~reference~~gas ~~thereto~~and ininventory ~~their~~deposits ~~reports~~of on$40,000 ~~the financial statements for such periods~~each.

~~During~~Closing ~~the fiscal year ended December 31, 2014, there were the following “reportable events” (as such term~~ is ~~defined~~scheduled infor ~~Item~~April ~~304~~15th ofand ~~Regulation S-K). As disclosed in Part I, Item 4 of~~ the ~~Company’s~~acquisition ~~Form~~will ~~10-Q~~be ~~for~~subject ~~the~~to ~~quarterly~~diligence ~~period~~to ~~ended~~be ~~September~~performed ~~30,~~by ~~2014,~~REC ~~the~~as ~~Company’s~~well ~~management~~as ~~determined that~~ the Company’s ~~internal~~raising ~~controls over financial reporting were not effective as of~~ the ~~end~~required ofcapital ~~such period due~~ to complete the ~~existence of material weaknesses related an inadequate segregation of duties~~ transaction.

~~Other~~Item ~~than as disclosed above, there were no reportable events during the fiscal year ended December 31, 2014~~99.1 ~~The~~Exhibit ~~Company’s~~– ~~Board~~Press of Directors discussed the subject matter of each reportable event with the Former Accountant. The Company authorized the Former Accountant to respond fully and without limitation to all requests of the New Accountant concerning all matters related to the audited period by the Former Accountant, including with respect to the subject matter of each reportable event.Release

Prior to retaining the New Accountant, the Company did not consult with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304 of Regulation S-K).SIGNATURES

OnPursuant ~~February~~to ~~16, 2016,~~ the ~~Company~~requirements ~~provided~~of the ~~Former~~Securities ~~Accountant~~Exchange ~~with~~Act ~~its disclosures in the Current Report on Form 8-K disclosing the dismissal~~ of ~~the~~1934, ~~Former Accountant and requested in writing that~~ the ~~Former~~Registrant ~~Accountant~~has ~~furnish~~duly ~~the~~caused ~~Company~~this ~~with~~report ~~a letter addressed~~ to ~~the~~be ~~Securities~~signed ~~and~~on ~~Exchange~~its ~~Commission~~behalf ~~stating~~by ~~whether~~the orundersigned ~~not~~hereunto ~~they~~duly ~~agree with such disclosures~~authorized. ~~The Former Accountant’s response is filed as an exhibit to this Current Report on Form 8-K.~~

Item 9.01 – Financial Statement and Exhibits


	PACIFIC GOLD CORP.

Date: March 1, 2016	By:	/S/ Robert Landau
		Name: Robert Landau
		Title: Chief Executive Officer

(d)

Exhibits

16.1

Letter regarding change in certifying accountant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	Pacific Gold Corp.
	(Registrant)
Date: February 16, 2016	By:	/s/ Robert Landau
		Robert Landau,
		Chief Executive Officer

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