UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended ~~September 30~~March 31, ~~2015~~2018

Commission File Number 000-32629

PACIFIC GOLD & ROYALTY CORP.

(Exact name of registrant as specified in charter)

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


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

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

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 (§232.405 of this chapter) 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

Emerging Growth Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of ~~December~~July 1516, ~~2016~~2018, the Company had outstanding 48,~~269~~944,909,409 shares of its common stock, par value $0.~~0000000001~~00001.

TABLE OF CONTENTS

ITEM NUMBER AND CAPTION		PAGE
PART I
ITEM 1. Condensed Consolidated Financial Statements		3
ITEM 2. Management’s Discussion and Analysis of Financial Condition And Results of Operations		1110
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		1311
ITEM 4. Controls and Procedures		1311
PART II
ITEM 1. Legal Proceedings		1513
ITEM 1A Risk Factors		1513
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		1513
ITEM 3. Defaults Upon Senior Securities		1513
ITEM 4. Mine Safety Disclosures.		1513
ITEM 5. Other Information		1513
ITEM 6. Exhibits		1513

PART I

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Pacific Gold & Royalty Corp.

Consolidated Balance Sheets ~~(Unaudited)~~

				September 30			December 31,
	March 31,			December 31,
				2015		2014
	2018			2017
ASSETS
Current Assets:	~~Current Assets:~~
Cash and Cash Equivalents	$	~~Cash and Cash Equivalents~~-		$ 15	58,538	~~$ 52,018~~
Amounts Receivable for Assets Sale		~~Amounts Receivable for Assets Sale~~-		~~100,000~~	-	-
Total Current Assets		-	~~Total Current Assets~~	~~100,015~~	58,538	~~52,018~~
	Mineral Rights, Plant and Equipment
Other Assets:
		Plant and Equipment, net		-		128,338
Total Other Assets		-			-
		Water Rights and Wells		-		90,000
TOTAL ASSETS	$	-		$	58,538
		Land		-		13,670
LIABILITIES AND STOCKHOLDERS' DEFICIT
			Total Mineral Rights, Plant and Equipment, net	-		232,008
Current Liabilities:
	Other Assets:
Accounts Payable	$	396,508		$	396,641
		Reclamation Bond		-		197,938
Accrued Expenses		222,578			264,420
			Total Other Assets	-		197,938
Total Current Liabilities		619,086			661,061
			TOTAL ASSETS	$ 100,015		$ 481,964
Long Term Liabilities:
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accrued Interest - Promissory Notes		55,965			47,970
	Current Liabilities:
Promissory Notes, long - term portion		319,840			319,840
		Accounts Payable		$ 434,574		$ 890,240
Accrued Interest - Related Party Notes Payable		360,561			339,267
		Accrued Expenses		135,312		238,252
Related Party Notes Payable - long - term portion		2,444,044			2,451,844
			Total Current Liabilities	569,886		1,128,492
Total Liabilities		3,799,496			3,819,982
	Long Term Liabilities:
Stockholders' Deficit:
		Accrued Interest - Promissory Notes		34,212		13,584
Preferred Stock - $0.001 par value; 5,000,000 shares authorized, 0 and 300,000 shares outstanding at September 30, 2017 and December 31, 2016		-			-
		Convertible Promissory Notes, long - term portion		265,000		265,000
Common Stock - $0.0000000001 par value; 10,000,000,000 shares authorized, 8,944,909,409 and 4,469,909,409 shares issued and outstanding at December 31, 2017 and December 31, 2016		-			-
		Accrued Interest - Related Party Notes Payable		212,224		113,263
Additional Paid-in Capital		44,789,026			44,789,026
		Convertible Related Party Notes Payable - long - term portion, net of discount		1,731,476		1,179,500
Accumulated Deficit		(48,588,522)			(48,550,470)
		Total Liabilities		2,812,798		2,699,839
Total Stockholders' Deficit		(3,799,496)			(3,761,444)
	Stockholders' Deficit:
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	58,538
		Preferred Stock - $0.001 par value; 5,000,000 shares authorized,
			300,000 shares issued and outstanding at September 30, 2015 and December 31, 2014	300		300
		Common Stock - $0.0000000001 par value; 10,000,000,000 shares authorized,
			4,269,909,409 and 3,644,909,409 shares issued and outstanding
			at September 30, 2015 and December 31, 2014, respectively	-		-
		Additional Paid-in Capital		44,618,725		44,556,225
		Non - Controlling Interests		-		-
		Accumulated Deficit		(47,331,808)		(46,774,400)
			Total Stockholders' Deficit	(2,712,783)		(2,217,875)
			TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 100,015		$ 481,964

See accompanying notes to the consolidated financial statements

Pacific Gold Corp.
Consolidated Statements of Operations (Unaudited)
				Three Months Ended				Nine Months Ended
				September 30		September 30		September 30		September 30
				2015		2014		2015		2014
Revenue:
	Total Revenue		$	-	$	-	$	-	$	-
Production Costs
	Depreciation			2,545		26,678		49,911		79,941
	Gross Margin			(2,545)		(26,678)		(49,911)		(79,941)
Operating Expenses:
	General and Administrative			37,145		147,963		267,707		530,376
	Total Operating Expenses			37,145		147,963		267,707		530,376
	Loss from Operations			(39,690)		(174,641)		(317,618)		(610,317)
Other Income (Expenses)
	Gain (Loss) on Extinguishment of Debt			-		-		-		32,194
	Gain (Loss) on Sale of Assets			398,417		-		398,417		-
	Change in Fair Value of Derivative Liability			-		-		-		72,841
	Sub Lease Rents			2,500		-		12,500		40,000
	Imputed Interest Income			-		5,783		-		19,767
	Foreign Exchange Gain (Loss)			596		2,017		1,567		2,198
	Gain (Loss) on Sale of Equipment			-		5,394		(1,433)		5,394
	Bad Debt Expense			-		(5,783)		-		(250,000)
	Interest Expense			(61,789)		(118,091)		(182,089)		(386,594)
	Amortization of Debt Discount			(156,250)		(77,333)		(468,750)		(282,262)
Total Other Income (Expenses)				183,474		(188,013)		(239,788)		(746,462)
	Net Loss Before Non Controlling Interests			143,784		(362,654)		(557,406)		(1,356,779)
	Less: Loss Attributable to Non - Controlling Interests			-		(1,119)		-		(8,889)
	Net Loss		$	143,784	$	(361,535)	$	(557,406)	$	(1,347,890)
Basic and Diluted Loss per Share			$	0.00003	$	(0.00013)	$	(0.0001)	$	(0.0009)
Weighted Average Shares Outstanding:
		Basic and Diluted		4,269,909,409		2,740,483,282		4,251,044,940		1,427,014,935

Pacific Gold & Royalty Corp.

~~See~~Consolidated ~~accompanying~~Statements ~~notes~~of ~~to the consolidated financial statements~~Operations


	Quarter Ended
	March 31,		March 31,
	2018		2017
Revenue:
Total Revenue	$	-	$	-
Production Costs
Depreciation		-		-
Gross Margin		-		-
Operating Expenses:
General and Administrative		14,605		16,742
Mining claims		-		-
Total Operating Expenses		14,605		16,742
Loss from Operations		(14,605)		(16,742)
Other Income (Expenses)
Gain (Loss) on Extinguishment of Debt		-		-
Gain (Loss) on Sale of Royalty		-		-
Change in Fair Value of Derivative Liability		-		-
Gain (Loss) on Sale of Mining Claims		45,842		-
Imputed Interest Income		-		-
Foreign Exchange Gain (Loss)		-		-
Other Income		-		-
Gain (Loss) on Sale of Equipment		-		-
Bad Debt Expense		-		-
Interest Expense		(69,290)		(72,854)
Impairment Loss		-		-
Amortization of Debt Discount		-		-
Total Other Income (Expenses)		(23,448)		(72,854)
Net Loss		(38,053)		(89,596)

Basic and Diluted Loss per Share	$	(0.000004)	$	(0.00002)
Weighted Average Shares Outstanding:
Basic and Diluted		8,944,909,409		4,370,455,857

~~Pacific~~See ~~Gold Corp.~~accompanying notes to the consolidated financial statements

~~Consolidated Statements of Cash Flows (Unaudited)~~4

					Nine Months Ended
					September 30, 2015		September 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net Income (Loss)			$	(557,406)	$	(1,347,890)
	Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
		Depreciation and Depletion			49,911		79,942
		Loss Attributable to Non - Controlling Interests			-		(8,889)
		Imputed Interest Income			-		(19,767)
		Bad Debt Expense			-		250,000
		Non-cash Portion of Interest on Convertible Debt			-		214,248
		(Gain) Loss on Sales of Equipment			1,433		(5,394)
		Gain on Sale of Assets			398,417		-
		(Gain) Loss on Extinguishment of Debt			-		(32,194)
		Amortization of Debt Discount			468,750		282,262
		Change in Fair Value of Derivative Liability			-		(72,841)
		Changes in:
			Amounts Receivable on Assets Sale		-		(3,432)
			Prepaid Expenses		-		4,709
			Accounts Payable		(583,233)		34,124
			Accrued Expenses		(102,940)		(132,809)
			Accrued Interest		182,089		172,171
	NET CASH USED IN OPERATING ACTIVITIES				(142,979)		(585,760)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases and Development of Property Plant, Equipment and Mineral Rights				-		(84,570)
	Proceeds from Sale of Assets				7,750		606,432
	NET CASH PROVIDED BY INVESTING ACTIVITIES				7,750		521,862
CASH FLOWS FROM FINANCING ACTIVITIES:
	Payments on Related Party Notes Payable				(18,496)		(181,500)
	Proceeds from Related Party Notes Payable				101,722		160,835
	Proceeds from Promissory Notes				-		115,000
	Payment on Convertible Notes				-		(32,200)
	NET CASH PROVIDED BY FINANCING ACTIVITIES				83,226		62,135
	NET CHANGE IN CASH AND CASH EQUIVALENTS				(52,003)		(1,763)
	CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD				52,018		2,020
	CASH AND CASH EQUIVALENTS AT END OF PERIOD			$	15	$	257
	Non-cash financing and investing activities:
		Change in and accelerated amortization of derivative liability on conversions		$	-	$	702,239
		Accrued Interest added to Note Principal		$	-	$	433,484
		Conversion of Notes Payable into Common Stock		$	-	$	336,844
		Assignment of Portion of Promissory Note to Convertible Note		$	-	$	120,000
		Assignment of Portion of Related Party Notes to Convertible Note		$	-	$	90,000
		Conversion of Accrued Interest into Common Stock		$	62,500	$	9,150
		Subsidiary Shares Issued for Purchase of Intangibles		$	-		2,500

Pacific Gold & Royalty Corp.

~~See~~Consolidated ~~accompanying~~Statements ~~notes~~of toCash ~~the consolidated~~Flows ~~financial statements~~(Unaudited)


	Three Months Ended
	March 31, 2018		March 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(38,053)	$	(89,597)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
Depreciation and Depletion		-		-
Imputed Interest Income		-		-
Bad Debt Expense		-		-
Non-cash Portion of Interest on Convertible Debt		-		-
Issuance of Stock for Services		-		-
Asset Write Down		-		-
Asset Impairment Loss		-		-
(Gain) Loss on Sales of Assets		-		-
(Gain on disposal of Subsidiary		-		-
(Gain) Loss on Extinguishment of Debt		-		-
Deferred Rent		-		-
Amortization of Debt Discount		-		-
Change in Fair Value of Derivative Liability		-		-
Changes in:
Inventory		-		-
Amounts Receivable on Assets Sale		-		-
Prepaid Expenses		-		-
Accounts Payable		(133)		4,652
Accrued Expenses – Related Party Salary and Expenses		(45,842)		-
Accrued Expenses		(41,842)		12,000
Accrued Interest		29,289		72,854
NET CASH USED IN OPERATING ACTIVITIES		(96,581)		(91)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases and Development of Property Plant, Equipment and Mineral Rights		-		-
Investment in Reclamation Bond		-		-
Net Change in Deposits		-		-
Proceeds from Sale of Subsidiary		-		-
Proceeds from Sale of Mining Claims		45,842		-
NET CASH USED IN INVESTING ACTIVITIES		45,842		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Related Party Notes Payable		(7,800)		-
Proceeds from Related Party Notes Payable		-		-
Proceeds from Promissory Notes		-		-
Payment on Convertible Notes		-		-
Proceeds from Convertible Notes		-		-
NET CASH PROVIDED BY FINANCING ACTIVITIES		(7,800)		-

NET CHANGE IN CASH AND CASH EQUIVALENTS		(58,539)		(91)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		58,538		229
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	-	$	138

Cash paid during the year for:
Interest	$	-	$	-
Income Taxes	$	-	$	-
Non-cash financing and investing activities:
Change in and accelerated amortization of derivative liability on conversions	$	-	$	-
Accrued Interest added to Note Principal	$	-	$	-
Conversion of Related Party Notes Payable into Common Stock	$	-	$	-
Assignment of Portion of Promissory Note to Convertible Note	$	-	$	-
Assignment of Portion of Related Party Notes to Convertible Note	$	-	$	-
Conversion of Accrued Interest into Common Stock	$	-	$	-
Conversion of Related Party Notes into Preferred Shares	$	-		-
Amounts Receivable for Assets Sale	$	-	$	-
Deemed Dividend related to Conversion of Debt to Preferred Shares	$	-	$	-

~~Pacific~~See ~~Gold Corp.~~accompanying notes to the consolidated financial statements

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~5

~~September~~Pacific ~~30,~~Gold ~~2015~~& Royalty Corp.

~~NOTE 1~~NOTES -TO ~~SUMMARY~~CONDENSED OFCONSOLIDATED ~~SIGNIFICANT~~FINANCIAL ~~ACCOUNTING~~STATEMENTS ~~POLICIES AND BASIS OF PRESENTATION~~(Unaudited)

~~Pacific Gold~~March ~~Corp. (“Pacific Gold” or “the Company”) was originally incorporated in Nevada on December~~ 31, 1996 under the name of Demand Financial International, Ltd. On October 3, 2002, Demand Financial International, Ltd. changed its name to Blue Fish Entertainment, Inc. On August 5, 2003, the name was changed to Pacific Gold Corp. Pacific Gold is engaged in the identification, acquisition, and development of prospects believed to have gold, vanadium, uranium, and tungsten mineral deposits. Pacific Gold currently owns mining claims and royalties on mining property in Nevada and Colorado.2018

~~Basis of~~NOTE ~~Presentation~~1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

~~These unaudited~~Pacific ~~condensed~~Gold ~~consolidated~~& ~~financial~~Royalty ~~statements~~Corp. ~~and~~(“Pacific ~~related~~Gold” ~~notes~~or ~~are~~“the ~~presented in~~Company”) ~~accordance~~was ~~with~~originally ~~accounting~~incorporated ~~principles~~in ~~generally~~Nevada ~~accepted~~on inDecember 31, 1996 under the ~~United States~~name ~~("GAAP")~~of Demand Financial International, ~~and~~Ltd. On ~~are~~October ~~expressed~~3, in2002, UDemand Financial International, Ltd.S changed its name to Blue Fish Entertainment, Inc. On ~~dollars~~August 5, 2003, the name was changed to Pacific Gold Corp. ~~The~~On August 22, 2017 the name was changed to Pacific Gold & Royalty Corp. and the Company'’s ~~fiscal~~ ~~year-end~~state of incorporation was moved to Wyoming additionally the Company changed its authorized common shares to 50,000,000,000 and changed its common share par value to $0.00001. Pacific Gold is ~~December~~engaged 31in the identification, acquisition, and development of prospects believed to have gold, vanadium, uranium, and tungsten mineral deposits. Pacific Gold currently owns royalties on mining property in Nevada and Colorado.

~~These unaudited~~Basis ~~condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and footnotes as~~ of ~~and~~ for the year ended December 31, 2014, which were filed with the Company’s annual report Form 10-K on January 28, 2016. The results of operations for the nine months ended September 30, 2015 are not necessarily indicative of results that may be expected for the year ending December 31, 2015 or for any other interim period..Presentation

~~Principle of~~These ~~Consolidation~~consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States ("GAAP") and are expressed in U.S. dollars. The Company's fiscal year-end is December 31.

~~The consolidated~~Principle ~~financial statements include all~~ of ~~the accounts of Pacific Gold Corp., its wholly-owned subsidiary Fernley Gold, Inc. All significant inter-company accounts and transactions have been eliminated.~~Consolidation

~~Reclassification~~ The consolidated financial statements include all of ~~Accounts~~the accounts of Pacific Gold & Royalty Corp. All significant inter-company accounts and transactions have been eliminated.

~~Certain accounts~~Reclassification inof ~~the prior period have been reclassified to conform to the current year presentation.~~Accounts

~~Significant Accounting~~Certain ~~Principles~~accounts in the prior period have been reclassified to conform to the current year presentation.

~~Use of~~Significant ~~Estimates~~Accounting ~~and Assumptions~~Principles

~~The preparation~~Use of ~~consolidated~~Estimates ~~financial statements in conformity with GAAP requires management to make estimates~~ and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the consolidated financial statements are published, and (iii) the reported amount of net sales, expenses and costs recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of consolidated financial statements; accordingly, actual results could differ from these estimates.Assumptions

~~Cash~~ The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and ~~Cash~~assumptions ~~Equivalents~~that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the consolidated financial statements are published, and (iii) the reported amount of net sales, expenses and costs recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of consolidated financial statements; accordingly, actual results could differ from these estimates.

~~The Company~~Cash ~~considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At September 30, 2015~~ and ~~December~~Cash ~~31, 2014, cash includes cash on hand and cash in the bank.~~Equivalents

~~Revenue Recognition~~The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At March 31, 2018 and December 31, 2017 cash includes cash in the bank.

~~Pacific Gold~~Mineral recognizes revenue from the sale of minerals when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collection is reasonably assured, which is determined when it places a sale order of gold from its inventory on hand with the refinery.Rights

6All mine-related costs, other than acquisition costs, are expensed prior to the establishment of proven or probable reserves. Reserves designated as proven and probable are supported by a final feasibility study, indicating that the reserves have had the requisite geologic, technical and economic work performed and are legally extractable at the time of reserve determination. Once proven or probable reserves are established, all development and other site-specific costs are capitalized.

~~Property~~ Capitalized development costs and ~~Equipment~~production facilities are depleted using the units-of-production method based on the estimated gold which can be recovered from the ore reserves processed.

~~Property and~~Lease ~~equipment~~development ~~are~~costs ~~valued~~for atnon-producing ~~cost. Additions~~properties are ~~capitalized~~amortized ~~and maintenance~~over ~~and~~their ~~repairs~~remaining ~~are~~lease ~~charged~~term toif ~~expense as incurred~~limited. Maintenance ~~Gains~~ and ~~losses~~repairs ~~on dispositions of equipment~~ are ~~reflected~~charged ~~in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 2~~ to 10expense ~~years~~as incurred.

~~Mineral Rights~~As per Industry Guide 7, there are no proven or probable reserves as of March 31, 2018.

All mine-related costs, other than acquisition costs, are expensed prior to the establishment of proven or probable reserves. Reserves designated as proven and probable are supported by a final feasibility study, indicating that the reserves have had the requisite geologic, technical and economic work performed and are legally extractable at the time of reserve determination. Once proven or probable reserves are established, all development and other site-specific costs are capitalized.6

~~Capitalized development~~Income costs and production facilities are depleted using the units-of-production method based on the estimated gold which can be recovered from the ore reserves processed. There has been no change to the estimate of proven and probable reserves. Lease development costs for non-producing properties are amortized over their remaining lease term if limited. Maintenance and repairs are charged to expense as incurred.Taxes

~~As per~~In ~~Industry~~accordance ~~Guide~~with 7Accounting Standards Codification (“ASC”) Topic 740, Income ~~there~~Taxes, Pacific Gold recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are noexpected ~~proven~~to orbe ~~probable~~in ~~reserves~~effect when the differences are expected to be recovered.

~~Impairment of~~Loss ~~Long-Lived~~per ~~Assets~~Share

The ~~Company~~ ~~reviews~~basic ~~the~~net ~~carrying~~loss ~~value~~per ofcommon ~~its~~share ~~long-lived~~is ~~assets~~computed ~~annually~~by ~~or whenever~~dividing ~~events~~the ornet ~~changes~~loss inby ~~circumstances indicate that~~ the ~~historical cost-carrying~~weighted ~~value~~average number of ancommon ~~asset~~shares ~~may no longer be appropriate~~outstanding. ~~Pacific~~Diluted ~~Gold assesses~~net ~~recoverability~~loss ofper ~~the~~common ~~carrying~~share ~~value~~is ofcomputed ~~the asset~~ by ~~estimating~~dividing the ~~undiscounted~~ ~~future~~ net ~~cash~~loss ~~flows,~~adjusted ~~which depend~~ on ~~estimates~~an of“as ~~metals~~if toconverted” ~~be recovered from proven and probable ore reserves~~basis, ~~and~~by ~~also~~the ~~identified~~weighted ~~resources beyond~~average ~~proven~~number ~~and~~of ~~probable~~common ~~reserves,~~shares ~~future~~outstanding ~~production~~plus ~~costs~~potential ~~and~~dilutive ~~future metals prices over the estimated remaining mine life~~securities. IfFor ~~undiscounted cash flows are less than~~ the ~~carrying~~years ~~value~~ended ofDecember ~~a property~~31, an2017 ~~impairment~~and ~~loss~~2016, ~~is recognized~~potential ~~based~~dilutive ~~upon~~securities ~~the~~had ~~estimated~~an ~~expected~~anti-dilutive ~~future~~effect ~~net~~and ~~cash~~were ~~flows~~not ~~from~~included in the ~~property~~ ~~discounted~~calculation atof andiluted ~~interest~~net ~~rate~~loss ~~commensurate~~per ~~with~~common ~~the~~share. ~~risk~~As ~~involved. If~~of ~~the~~March ~~future~~31, ~~net~~2018 ~~cash~~and ~~flows~~December ~~are~~31, ~~less~~2017, ~~than~~respectively, the ~~carrying~~Company ~~value~~had ~~of the asset~~15,129,677,300 anand ~~impairment~~15,129,677,300 ~~loss~~of ispotentially ~~recorded~~dilutive ~~equal~~common tostock ~~the difference between the asset’s carrying value and fair value~~equivalents.

The fair value of an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The present value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset. For Pacific Gold, asset retirement obligations primarily relate to the abandonment of ore-producing property and facilities.Advertising

The Company’s ~~reviews~~policy ~~the~~is ~~carrying value of its interest in each group of mineral claims owned by its subsidiaries on an annual basis~~ to ~~determine~~expense ~~whether impairment~~advertising ~~has~~costs ~~incurred~~as ~~in the claim value~~incurred. ~~The~~For ~~Company evaluates~~ the ~~mineral claim~~three ~~values~~months ~~based~~ended onMarch ~~one of four criteria; cash flow projection~~31, ~~geological reports,~~2018 ~~asset sale~~ and ~~option agreements~~2017, ~~and comparative market analysis including public market value. Where information and conditions suggest impairment,~~ the Company ~~writes-down~~incurred ~~these~~$0 ~~properties to the lowest estimated value based on its evaluation criteria. The estimate of gold price, mineralized materials, operating capital,~~ and ~~reclamation costs are subject to risks and uncertainties affecting the recoverability of investment in property~~$0, ~~plant~~respectively, ~~and~~ ~~equipment. Although the Company has made its best estimate of these factors based on current conditions, it is possible that changes could occur~~ in ~~the near~~advertising ~~term that could adversely affect the estimate of net cash flows expected to be generated from operating properties and the need for possible asset impairment write-downs~~costs.

~~Where estimates~~Convertible of future net operating cash flows are not available and where other conditions suggest impairment, the Company assesses if carrying value can be recovered from net cash flows generated by the sale of the asset or other means.Debentures

~~Income Taxes~~Convertible debt is accounted for under ASC 470-20, Debt – Debt with Conversion and Other Options. The Company records a beneficial conversion feature (BCF) related to the issuance of convertible debt that have conversion features at fixed or adjustable rates that are in-the-money when issued and records the fair value of warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to paid-in-capital. The Company calculates the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of following ASC Topic 718 Compensation – Stock Compensation, except that the contractual life of the warrant is used. Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value is recorded as a debt discount or premium and is amortized over the expected term of the convertible debt to interest expense. For a conversion price change of a convertible debt issue, the additional intrinsic value of the debt conversion feature, calculated as the number of additional shares issuable due to a conversion price change multiplied by the previous conversion price, is recorded as additional debt discount and amortized over the remaining life of the debt.

~~In accordance~~Stock ~~with~~Based Accounting Standards Codification (“ASC”) Topic 740, Income Taxes, Pacific Gold recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Compensation

~~Loss per~~The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation which requires that the fair value compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements. Share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized over the employee’s requisite service period, which is generally the vesting period. The fair value of the Company’s stock options is estimated using a Black-Scholes option valuation model. There were no stock options granted during the three months ended March 31, 2018 or 2017.

~~The basic~~Recently ~~net~~Issued ~~loss~~Accounting per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the quarter ended September 30, 2015 potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. As of September 30, 2015 and December 31, 2014 the Company had 12,632,500,000 and 25,388,473,000, respectively, of potentially dilutive common stock equivalents.Pronouncements

7The Company does not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

~~Advertising~~NOTE 2 – MINERAL RIGHTS

~~The Company’s~~Graysill ~~policy is to expense advertising costs as incurred. For the nine months ended September 30, 2015 and 2014, the Company incurred $113 and $461, respectively, in advertising costs.~~Claims

~~Environmental Remediation~~On ~~Liability~~March 17th, 2018, the company sold the Graysill claims to an unrelated third party for $60,000 in Canadian funds or $45,842 US, and a 2% net smelter royalty with the purchaser having the option to purchase 1% of the 2% net smelter royalty for $1,000,000 CDN. The Company has assigned 25% of its rights under the net smelter agreement to a third party finder for this purchase. The Company used the funds to reduce a related party expenses and pay management salaries in the amounts of $23,963 and $21,879 respectively.

The Company has posted a bond with the State of Nevada in the amount required by the State of Nevada equal to the maximum cost to reclaim land disturbed in its mining process. The bond requires a quarterly premium to be paid to the State of Nevada Division of Minerals. The Company is current on all payments. Due to its investment in the bond and the close monitoring of the State of Nevada, the Company believes that it has adequately mitigated any liability that could be incurred by the Company to reclaim lands disturbed in its mining process.7

~~Financial Instruments~~Pilot Mountain Resources Royalty

~~The Company’s~~On ~~financial~~November ~~instruments~~22, ~~when~~2017, ~~valued~~the ~~using~~Company ~~market~~executed ~~interest~~an ~~rates,~~Agreement ~~would not~~with bePilot ~~materially~~Metals ~~different~~Inc. ~~from~~to ~~the~~sell ~~amounts~~its ~~presented~~remaining royalty interest in ~~the~~Project ~~consolidated financial~~W ~~statements~~for $125,000.

~~Convertible Debentures~~Black Rock Canyon Mine

~~Convertible debt is accounted for under ASC 470-20, Debt – Debt with Conversion and Other Options.~~ The Company ~~records~~holds a ~~beneficial~~royalty ~~conversion~~on ~~feature (BCF)~~gold ~~related~~produced tofrom the ~~issuance~~Black ofRock ~~convertible~~Canyon debt that have conversion features at fixed or adjustable rates that are in-the-money when issued and records the fair value of warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion featuresMine, ~~both~~ oflocated ~~which are credited to paid-~~in~~-capital.~~ ~~The~~Crescent ~~Company calculates the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method~~Valley, ~~using the same assumptions used for valuing employee options for purposes of following ASC Topic 718 Compensation – Stock Compensation~~NV, ~~except~~at ~~that the contractual life of the warrant is used. Under these guidelines, the Company allocates the value of the proceeds received from~~ a ~~convertible~~rate debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value is recorded as a debt discount or premium and is amortized over the expected term of ~~the~~4% ~~convertible debt to interest expense. For a conversion price change~~ of anet ~~convertible~~gold debt issue, the additional intrinsic value of the debt conversion feature, calculated as the number of additional shares issuable due to a conversion price change multiplied by the previous conversion price, is recorded as additional debt discount and amortized over the remaining life of the debtsales.

~~The Company~~NOTE ~~accounts~~3 ~~for modifications of its Embedded Conversion Features in accordance with ASC 470-50, Debt~~ – ~~Modifications~~SHAREHOLDER ~~and~~NOTE ~~Extinguishments, which~~PAYABLE/RELATED ~~requires~~PARTY the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the associated debt instrument when the modification does not result in a debt extinguishment pursuant to ASC 470-50-40, Debt – Modification and Extinguishments – Derecognition.TRANSACTIONS

~~Derivative Liability~~As ~~Related~~of March 31, 2018, Pacific Gold owes $1,318,151 in principal and $163,539 in accrued interest to ~~Convertible~~a ~~Notes~~company owned by the Chief Executive Officer. The amount due is represented by a promissory note accruing interest at 10% per year with a maturity date of June 30, 2019 and is convertible into shares of common stock of Pacific Gold at $0.0001 per share. As of December 31, 2017, the balance on the note was $1,325,951 in principal and $170,391 in accrued interest.

~~The derivative~~As ~~liability~~of ~~related~~March to31, ~~convertible~~2018, ~~notes~~Pacific ~~and~~Gold ~~warrants~~owes ~~arises~~a ~~because the~~total ~~conversion~~of ~~price~~$1,125,893 ofin ~~the~~principal ~~Company’s~~and ~~convertible~~$197,022 ~~notes~~in isaccrued ~~discounted~~interest ~~from~~to ~~the market~~a ~~price~~related party of ~~the~~our ~~Company’s~~Chief ~~common~~Executive ~~stock~~Officer. ~~Thus,~~The ~~the~~amount ~~number~~due ofis ~~shares~~represented ~~that~~by ~~may be~~promissory ~~issued~~notes ~~upon~~accruing ~~conversion~~interest at 10% per year with a maturity date of ~~such~~June ~~notes~~30, 2019 and is ~~indeterminate,~~convertible ~~which~~into ~~gives~~shares ~~rise~~of ~~to the~~common ~~possibility~~stock ~~that~~of ~~the~~Pacific ~~Company~~Gold ~~may~~at ~~not~~$0.01 beper ~~able~~share. toAs ~~fully~~of ~~settle~~December ~~its convertible~~31, 2017, the balance on the note ~~and~~was ~~warrant~~$1,125,893 ~~obligations~~in byprincipal ~~the~~and ~~issuance~~$168,876 ofin ~~common~~accrued ~~stock~~interest.

~~The derivative~~Compensation ~~liability~~for ~~related~~Robert toLandau’s ~~convertible~~services ~~notes~~as ~~and~~CEO ~~warrants~~ is ~~adjusted~~Paid to ~~fair~~ ~~value~~Leveljump asInc., ~~of each date that~~ a ~~note~~company ~~is converted or a warrant is exercised, as well as at each reporting date, using the Black-Scholes pricing model. Any change in fair value between reporting dates~~ that ~~arises because of changes in market conditions is recognized as a gain or loss~~Mr. ToLandau the extent the derivative liability is reduced as a consequence of the conversion of notes or the exercise of warrants, such reduction is recognized as additional paid-in capital as of the conversion or exercise datecontrols.

~~Stock Based~~As ~~Compensation~~of March 31, 2018, Pacific gold owes $105,587 to its CEO for accrued and unpaid services as CEO, which is included in “Accrued Expenses” in the accompanying balance sheet.

~~The Company~~An ~~accounts~~officer for stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation which requires that the fair value compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements. Share-based compensation cost is measured at the grant date, based on the fair value of the ~~award,~~Company ~~and~~has isprovided ~~recognized~~office ~~over~~space ~~the employee’s~~to ~~requisite service period, which is generally~~ the ~~vesting period. The fair value of the~~ Company’s ~~stock~~without ~~options is estimated using a Black-Scholes option valuation model~~charge. There ~~were~~is no ~~stock~~obligation ~~options granted~~for ~~during~~ the ~~three~~officer ~~months~~to ~~ended~~continue ~~March~~this ~~31, 2015 or 2014~~arrangement.

8NOTE 4 – PROMISSORY NOTE

~~Recently Issued~~The ~~Accounting~~note ~~Pronouncements~~accrues interest at a rate of 10% per annum with a maturity date of June 30, 2019. As of March 31, 2018, there was a principal balance of $319,840 and $55,965 in accrued interest and is convertible into shares of common stock of Pacific Gold at $0.01 per share.

~~The Company~~NOTE ~~does~~5 ~~not~~– ~~expect~~COMMON ~~the~~STOCK ~~adoption~~AND ofPREFERRED ~~any other recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.~~STOCK

~~NOTE 2~~On -August ~~INTERIM~~7, ~~FINANCIAL~~2017, ~~STATEMENTS~~1,500,000,000 shares of common stock were issued in exchange for $150,000 of interest on a related party convertible note.

~~The accompanying~~On ~~interim~~August unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly7, ~~they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion~~2017, ~~all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31~~2, ~~2015 are not necessarily indicative of the results that may be expected for the year ending December 31~~975, ~~2015. For further information~~000,000 ~~refer~~shares toof ~~the~~common ~~financial statements~~stock ~~and~~were ~~footnotes~~issued ~~thereto included~~ in ~~our~~exchange ~~Annual Report on Form 10-K~~ for ~~the~~ ~~fiscal~~297,500 ~~year~~shares ~~ended~~of ~~December~~preferred ~~31, 2014~~stock.

~~NOTE 3~~During –the ~~SUBSIDIARY~~year ~~SALE~~ended ~~AND~~December ~~MINERAL~~31, ~~RIGHTS~~2016, 200,000,000 shares of common stock were issued in exchange for $20,000 of principal on a related party convertible promissory note.

~~Nevada~~NOTE ~~Rae~~6 ~~Gold~~– OPERATING LEASES

OnThe ~~July 15, 2015, the~~ Company ~~sold~~currently ~~all~~has ofno ~~its~~future ~~interest~~operating inlease ~~Nevada Rae Gold, Inc~~commitments. and the Black Rock Canyon Mine for the following consideration: $300,000, which was all used to satisfy some of the immediate accounts payable of Nevada Rae Gold, Inc.; $100,000 due to the Company on July 15, 2016; and a royalty of 4% on all Nevada Rae Gold, Inc. gold sales up to a maximum total royalty payments of $720,000. The royalty payments can be bought out by the purchaser for $500,000 any time prior to July 15, 2016. All of the payments are subject to a 10% finder’s fee which has not yet been paid.

~~Fernley~~NOTE ~~Gold~~7 – LEGAL PROCEEDINGS

OnFrom ~~August~~time ~~26,~~to ~~2015~~time, the Company ~~let~~may ~~lapse~~become ~~all~~involved ofin ~~its~~minor ~~mining~~trade, ~~rights to~~employment ~~the~~and ~~Butcher~~other ~~Boy~~operational ~~claims~~disputes, ~~that~~none itof ~~leased~~which ~~under~~have aor ~~lease~~are ~~agreement~~expected ~~held through Fernley Gold. These claims reverted~~ to ~~the~~have ~~claim~~a ~~holders,~~material ~~and~~impact ~~the~~on ~~Company will write off~~ the ~~value~~current ofor ~~the~~future ~~leased~~consolidated ~~interests in its~~ financial statements or operations.

~~Graysill Claims~~8

OnNOTE ~~August~~8 ~~31,~~– ~~2015,~~GOING the Company acquired the Graysill Mining claims for no consideration, but assumed the annual claims registration fees. These claims had been previously owned by its subsidiary company, Pacific Metals Corp.CONCERN

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2018, the Company had an accumulated deficit of $48,588,522, negative working capital of $619,086, and negative operating cash flows from the year ended December 31, 2017 of $38,053 raising substantial doubt about its ability to continue as a going concern. During the quarter ended March 31, 2018, the Company financed its operations through the sale of its Pilot Mountain ~~Resources~~ Royalty.

~~On February~~Management’s ~~10,~~plan ~~2011,~~to ~~our~~address ~~prior~~the ~~subsidiary~~Company’s ~~Pilot~~ability ~~Mountain~~to ~~Resources~~continue ~~Inc.~~as ~~(“PMR”) entered~~a ~~into~~going anconcern ~~Option~~includes ~~and~~obtaining ~~Asset~~additional ~~Sale~~funding ~~Agreement~~from ~~(“Agreement”)~~the ~~with~~sale ~~Pilot~~of ~~Metals Inc.,~~the aCompany’s ~~subsidiary~~securities ofand ~~Black~~establishing ~~Fire~~revenues. Although ~~Minerals~~management ofbelieves ~~Australia,~~that ~~whereby~~it ~~Pilot~~will ~~Metals secured~~be anable ~~option~~to onobtain the ~~Project~~necessary Wfunding ~~Tungsten~~to ~~claims.~~allow ~~Pilot~~the ~~Metals~~Company ~~exercised their~~to ~~purchase~~remain ~~option~~a ~~and~~going ~~subsequently~~concern ~~transferred~~through ~~their~~the ~~interest~~methods indiscussed ~~Project~~above, ~~W to~~there ~~Thor~~can ~~Mining~~be ~~LLC.~~no ~~Upon~~assurances ~~the~~that ~~commencement~~such ofmethods ~~commercial~~will ~~mining,~~prove ~~Pacific~~successful. ~~Gold~~Should ~~is owed~~we abe ~~final payment of $1~~unsuccessful,~~500,000~~ ~~subject~~the toCompany amay ~~15%~~need ~~share of any payments being made~~ to ~~Platoro~~discontinue ~~West,~~its ~~Inc~~operations.

NOTE 4 9 – ~~PLANT~~SUBSEQUENT ~~AND EQUIPMENT~~EVENTS

~~Plant and~~The ~~equipment~~Company atevaluated ~~September~~subsequent ~~30,~~events ~~2015~~through ~~and~~the ~~December~~date ~~31,~~the ~~2014,~~consolidated ~~consisted~~financial ofstatements ~~the following:~~were issued.

PLANT AND EQUIPMENT	September 30, 2015		December 31, 2014
Building	$	-	$	720,355
Accumulated Depreciation		-		(701,596)
Equipment		-		917,038
Accumulated Depreciation		-		(807,459)
	$	-	$	128,338

Depreciation expense was $2,544 and $26,366, for the three months ended September 30, 2015 and September 30, 2014, respectively.

Depreciation expense was $49,911 and $79,098 for the nine months ended September 30, 2015 and September 30, 2014, respectively.

NOTE 5 – SHAREHOLDER NOTE PAYABLE/RELATED PARTY TRANSACTIONS

As of September 30, 2015, Pacific Gold owes $1,248,226 in principal and $89,728 in accrued interest to a company owned by the Chief Executive Officer. The amount due is represented by a promissory note accruing interest at 10% per year. The note is due on June 30, 2016 and is convertible into shares of common stock of Pacific Gold at $0.0001 per share. For the quarter ended September 30, 2015, the Company received $15,842 in additional proceeds and have paid $2,703 towards the balance. The note is presented net of $468,750 in discount.

As of September 30, 2015, Pacific Gold owes a total of $952,000 in principal and $122,496 in accrued interest to a related party of our Chief Executive Officer. The amount due is represented by promissory notes accruing interest at 10% per year and due on June 30, 2016 and is convertible into shares of common stock of Pacific Gold at $0.01 per share.

Compensation for Robert Landau’s services as CEO is Paid to Leveljump Inc. a company that Mr. Landau controls.

An officer of the Company has provided office space to the company without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the consolidated financial statements and accordingly are not reflected herein.

NOTE 6 – PROMISSORY NOTES

The notes accrue interest at a rate of 10% per annum and are due on June 30, 2016. As of September 31, 2015 there was a principal balance of $265,000 and $34,212 in accrued interest and is convertible into shares of common stock of Pacific Gold at $0.01 per share.

NOTE 7 – COMMON STOCK AND PREFERRED STOCK

In the quarter ended March 31, 2015, 625,000,000 shares of common stock were issued in exchange for $62,500 of a related party convertible promissory note.

In 2014, 3,499,064,577 common shares were issued for $354,344 in principal and $9,084 in interest on the conversion of convertible notes.

NOTE 8 – OPERATING LEASES

All of the Company’s operating leases were held by its former subsidiary Nevada Rae Gold, Inc. and as such the Company currently has no operating lease commitments.

NOTE 9 – LEGAL PROCEEDINGS

From time to time the Company is involved in minor trade, employment and other operational disputes, none of which have or are expected to have a material impact on the current or future consolidated financial statements or operations.

NOTE 10 – GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2015, the Company had an accumulated deficit of $47,331,808, negative working capital of $469,871, and negative cash flows from the nine months ended September 30, 2015 of $52,003, raising substantial doubt about its ability to continue as a going concern. During the nine months ended September 30, 2015, the company financed its operations through the sale of securities, proceeds received from sale of mining claims, and issuance of debt.

Management’s plan to address the Company’s ability to continue as a going concern includes obtaining additional funding from the sale of the Company’s securities and establishing revenues. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. Should we be unsuccessful, the Company may need to discontinue its operations.

NOTE 11 – SUBSEQUENT EVENTS

There were no subsequent events.

The Company evaluated subsequent events through the date the consolidated financial statements were issued.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the SEC. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.

Management is currently unaware of any trends or conditions other than those previously mentioned in this management's discussion and analysis that could have a material adverse effect on our consolidated financial position, future results of operations, or liquidity. However, investors should also be aware of factors that could have a negative impact on our prospects and the consistency of progress in the areas of revenue generation, liquidity, and generation of capital resources. These include: (i) variations in revenue, (ii) possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the company seek to do so, (iii) increased governmental regulation, (iv) increased competition, (v) unfavorable outcomes to litigation involving the company or to which the company may become a party in the future and, (vi) a very competitive and rapidly changing operating environment.

The above identified risks are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.

The financial information set forth in the following discussion should be read with the consolidated financial statements of Pacific Gold included elsewhere herein.

Introduction

Pacific Gold Corp. (“Pacific Gold” or “the Company”) is engaged in the identification, acquisition, and development of mining prospects believed to have known gold, or tungsten or uranium/vanadium mineral deposits. The main objective is to identify and develop commercially viable mineral deposits on prospects over which the company has rights that could produce revenues. ~~These types of prospects may also contain mineral deposits of metals often found with gold and/or tungsten which also may be worth processing.~~ Development of commercially viable mineral deposits of any metal includes a high degree of risk which careful evaluation, experience and factual knowledge may not eliminate, and therefore, we may never produce any significant revenues.

~~Nevada Rae~~Projects ~~Gold,~~and ~~Inc.~~Royalties

~~On July 15, 2015 the Company sold all of its interest in Nevada Rae Gold, Inc. and the~~ Black Rock Canyon Mine ~~for~~(formerly ~~the following consideration: $300,000, which was all used to satisfy some of the immediate accounts payable of~~ Nevada Rae Gold, Inc.; $100,000 due to the Company on July 15, 2016; and a royalty of 4% on all Nevada Rae Gold, Inc. gold sales up to a maximum total royalty payments of $720,000. The royalty payments can be bought out by the purchaser for $500,000 any time prior to July 15, 2016. All of the payments are subject to a 10% finder’s fee which has not yet been paid.)

The Company holds a royalty on the Black Rock Canyon Mine for 4% on all Nevada Rae Gold, Inc. gold sales up to a maximum of $720,000.

Project W (formerly Pilot Mountain Resources Inc.)

On ~~February~~ 18November 22, ~~2014~~2017, the Company ~~completed~~executed an ~~amendment to its Option and Asset Sale~~ Agreement with Pilot Metals Inc. ~~As amended, instead of $850,000~~ to ~~be paid~~sell onits ~~March~~remaining ~~31,~~royalty ~~2014~~interest ~~and~~in ~~$1,000,000~~Project onW the commencement of commercial mining, the Company received $200,000 on February 18, 2014 and received $400,000 on March 31, 2014with $1,500,000 to be received on the commencement of commercial mining. Pilot Metals has an option that is good until September 30, 2014, to purchase $500,000 of the final $1,500,000 payment for $~~250~~125,000.

~~The payments~~Graysill ~~made~~Vanadium/Uranium toMining ~~PMR are subject to a 15% royalty to Platoro West, Inc. All royalty payments have been made.~~Claims

~~Pilot Mountain~~On ~~Resources~~March ~~Inc.~~17th, ~~was~~2018, ~~merged~~the ~~into~~company ~~Pacific~~sold ~~Gold~~the ~~Corp.~~Graysill onclaims ~~September~~to 30an unrelated third party for $60, ~~2013~~000 CDN and a 2% net smelter royalty with the purchaser having the option to purchase 1% of the 2% net smelter royalty for $1,000,000 CDN. The Company has assigned 25% of its rights under the net smelter agreement to a third-party finder for this purchase.

Fernley Gold, Inc.

Fernley Gold cancelled its lease on the Butcher Boy claims and is terminating operations.

Financial Condition and Changes in Financial Condition

The Company had no revenue from ~~the~~any ~~sale~~royalties ~~of gold~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2018.

Operating expenses for the nine months ended September 30, 2015, totaled $267,707. The Company incurred labor, fuel and other costs associated primarily to maintain the plant and equipment at Black Rock Canyon. Additionally the Company incurred a one-time gain on the sale of its Nevada Rae Gold subsidiary of $398,417. The Company had a foreign exchange gain of $1,567 and had rent expense of $12,500. Interest expense totaled $182,089, and amortization of debt discount totaled $468,750. The remaining expenses relate to general administrative expenses.10

Operating expenses for the three months ended March 31, 2018, totaled $14,605. The Company ~~had~~incurred noprimarily ~~revenue~~administrative ~~from~~expenses ~~the~~at ~~sale~~its ofhead ~~gold~~office. Interest ~~for~~expense ~~the~~totaled ~~nine~~$69,290. ~~months~~The ~~ended September~~remaining ~~30,~~expenses ~~2014~~relate to general administrative expenses.

~~Operating expenses for the nine months ended September 30, 2014, totaled $530,376.~~ The Company ~~incurred~~had ~~labor,~~no ~~fuel~~revenue ~~and~~from ~~productions costs associated with~~ the ~~various mining~~sale ~~activities. Equipment operating costs, tools and materials~~ of ~~$5,806 were~~gold ~~incurred~~in ~~primarily to maintain~~ the ~~plant~~three ~~and~~months ~~equipment~~ended atMarch ~~Black Rock Canyon. Legal and professional fees of $72~~31,~~693~~ ~~were incurred for services performed with respect to acquisitions and mining prospect evaluation, as well as SEC reporting compliance and accounting fees~~2017. The Company also incurred expenses related to geological studies, fieldwork, site visits, preparation of mining permit applications and consulting fees of $28,374. Interest expense totaled $386,594; of this amount, $214,248 was a non-cash expense that included amounts for interest on the convertible debentures that were not paid out in cash. The remaining expenses relate to general administrative expenses. We believe we will incur substantial expenses for the near term as we build up operations at the Black Rock Canyon Mine and progress with our evaluations of future mining prospects.

~~The~~Operating ~~Company~~expenses ~~had~~for ~~no revenue from~~ the ~~sale~~three ofmonths ~~gold~~ended ~~for~~March ~~the~~31, ~~three~~2017, ~~months~~totaled ~~ended~~$16,742. Interest ~~September~~expense 30totaled $72,854. ~~2015~~The remaining expenses relate to general administrative expenses.

Operating expenses for the three months ended September 30, 2015, totaled $37,145. The Company incurred a one-time gain on the sale of its Nevada Rae Gold subsidiary of $398,417. The Company had a foreign exchange gain of $596 and had rent expense of $2,500. Interest expense totaled $61,789and amortization of debt discount totaled $156,250. The remaining expenses relate to general administrative expenses.

The Company had no revenue from the sale of gold for the three months ended September 30, 2014.

Operating expenses for the three months ended September 30, 2014, totaled $147,963. The Company incurred labor, fuel and productions costs associated with the various mining activities. Equipment operating costs, tools and materials of $1,641 were incurred primarily to maintain the plant and equipment at Black Rock Canyon. Legal and professional fees of $18,232 were incurred for services performed with respect to acquisitions and mining prospect evaluation, as well as SEC reporting compliance and accounting fees. The Company also incurred expenses related to geological studies, fieldwork, site visits, preparation of mining permit applications and consulting fees of $1,342. Interest expense totaled $118,091; of this amount, $53,086 was a non-cash expense that included amounts for interest on the convertible debentures that were not paid out in cash. The remaining expenses relate to general administrative expenses. We believe we will incur substantial expenses for the near term as we build up operations at the Black Rock Canyon Mine and progress with our evaluations of future mining prospects.

Liquidity and Capital Resources

Since inception to ~~September~~March 3031, ~~2015~~2018, we have funded our operations from the sale of securities, issuance of debt and loans from a shareholder.

As of ~~September~~March 3031, ~~2015~~2018, our assets totaled $~~100~~(2),~~015,~~ which consisted primarily of ~~a receivable for the sale of Nevada Rae Gold~~cash. Our total liabilities were $23,~~812~~799,~~798~~494 which primarily consisted of related parties’ notes payable and accrued interest of $12,~~943~~444,~~700~~044, accounts payable and accrued expenses of $~~569~~619,~~886~~084, and promissory notes with accrued interest of $~~299~~319,~~212~~840. We had an accumulated deficit of $4748,~~331~~588,~~808~~522 and a working capital deficit of $~~469~~619,~~871~~ 086 at ~~September~~March 3031, ~~2015~~2018.

Our independent auditors, in their report on the consolidated financial statements, have indicated that the Company has experienced recurring losses from operations and may not have enough cash and working capital to fund its operations beyond the very near term, which raises substantial doubt about our ability to continue as a going concern. Management has made a similar note in the consolidated financial statements. As indicated herein, we need capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our expenses of operations. Unless the company is able to raise working capital, it is likely that the Company either will have to cease operations or substantially change its methods of operations or change its business plan.

New Accounting Pronouncements

Pacific Gold does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, or any of its subsidiaries’ operating results, financial position, or cash flow.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”), as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, the Certifying Officers carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of ~~September~~March 3031, ~~2015~~ 2018. Their evaluation was carried out with the participation of other members of the Company’s management. Based on an evaluation conducted by management, of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15(e) management concluded that our disclosure controls and procedures were ineffective as of ~~September~~March 3031, ~~2015~~2018. Our disclosure controls and procedures did not ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act was (i) recorded, processed, summarized and reported within the time periods specified by the SEC rules, and (ii) the necessary information was not accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure as specified by the SEC rules and forms.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that:

(a) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and

(c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce this risk.

Based on its assessment, management has concluded that the Company's disclosure controls and procedures and internal control over financial reporting are ineffective, based in part on the absence of separation of duties with respect to internal financial controls of the Company.

The Board of Directors has assigned a priority to the short-term and long-term improvement of our internal control over financial reporting. Notwithstanding this commitment, given the limited operations and consequently the limited revenues and capital resources, the Board of Directors and management are not now able to engage additional personnel to remedy the processes that would eliminate the issues that may arise due to the absence of separation of duties within the financial reporting functions. Therefore, there is not specific timing for the remediation procedures. Additionally, the Board of Directors will work with management to continuously review controls and procedures to identified deficiencies and implement remediation within our internal controls over financial reporting and our disclosure controls and procedures.

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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

N/A

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Mine /Operating Name MSHA ID #

Section 104 S & S Citations (#)

Section 104 (b) Orders (#)

Section 104(d) Citations & Orders (#)

Section 110(b)(2) Violations (#)

Section 107 (a) Orders (#)

Value of MSHA Assessments Proposed ($)

Mining Related Facilities (#)

Received Notice of Pattern of Violations Section 104 (e) (Yes / No)

Received Notice of Potential to have Pattern Under Section 104 (e) (Yes / No)

Legal Actions Pending as of Last Day of Period (#)

Legal Actions Initiated During Period (#)

Legal Actions Resolved During Period (#)

Black Rock Canyon / 2602572

N/A

The Black Rock Canyon mine did not receive any citations for the nine months ended September 30, 2015.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

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. *

~~31.2~~ Certification of Chief ~~Financial~~Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. *

3231.1 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. *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. *

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. *

* 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-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)		PACIFIC GOLD & ROYALTY CORP.
By:		/s/ Robert Landau
		Robert Landau, President
		(Chief Executive Officer)
Date:		~~March~~July 624, ~~2017~~2018

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	~~March~~July 624, ~~2017~~2018
Robert Landau

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