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Up dated PCFG comments again

If the 1st time burned posters at PCFG message board thinks they can hold back a new fleecing at PCFG. Good luck. OTC market stocks run because Venture Capital Firms have large cash amounts invested in companies for cheap shares, and they want a return on their investments, by selling their stock, to retail, for large profits in manipulated runs.

Looking at the share structure of PCFG in the latest (just released) 10Q, it's crying; Big Guys need to sell !!! And the big guys are not the hated management. They already dumped their notes and conversion rights to 3 VC's, with debit note reassignments.

Asher Enterprises, Inc., Magna Group, LLC., Iconic Holdings, LLC

After the second larger 2013 R/Split to 27 mil OS, the next 10Q reported a new OS of 49 mil. Now after this next Q, and up to March 2014, the OS has become 728 mil. That's a chit load of new cash debit converted into shares owned and debit notes still available, wanting to be converted and sold for profits.
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10k

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of March 26, 2014, the name and shareholdings of each person who owns of record, or was known by us to own beneficially*, 5% or more of the 727,730,261 shares of the common stock currently issued and outstanding as of March 26, 2014; the name and shareholdings, of each director; and the shareholdings of all executive officers and directors as a group.

NAME OF PERSON OR GROUP NUMBER OF SHARES OWNED * PERCENTAGE OF OWNERSHIP
[color=red]Mitchell Geisler (1) 142,868 - ±
Robert Landau (1)(2) 25,293,699 - 3.5%
Asher Enterprises, Inc. (3) 75,166,144 - 9.9%
Magna Group, LLC (4) 75,166,144 - 9.9%
Iconic Holdings, LLC (5) 75,166,144 - 9.9%
[/color]
All executive officers and directors as a group (two persons)
25,436,567 - 3.5%
______________
* Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock issuable upon the exercise of options or warrants currently exercisable or convertible within 60 days, are deemed outstanding (the OS) for computing the percentage ownership of the person holding such options or warrants but are not deemed outstanding for computing the percentage ownership of any other person.
± Represents less than 1%
______________

(1) The person’s business address is c/o Pacific Gold Corp., 157 Adelaide Street West, Suite 600, Toronto, Ontario, M5H 4E7.
(2) Includes 62,085 shares of common stock owned by Jabi Inc., 25,000,000 shares issuable upon the conversion of convertible preferred shares held by Jabi Inc. and 28,712 shares issuable upon the conversion of convertible notes held by Jabi Inc. Mr. Landau is the sole shareholder and director of Jabi Inc. and exercises voting and dispositive power over the shares of common stock beneficially owned by Jabi Inc.
(3) Holds notes convertible into 179,497,667 of common shares, subject to a holding limit of 9.9%.
(4) Holds notes convertible into 272,568,182 of common shares, subject to a holding limit of 9.9%.
(5) Holds notes convertible into 82,008,545 of common shares, subject to a holding limit of 9.9%.


As of March 20, 2014 the Company believes that there are well over 7,000 shareholders of record and beneficial holders of our common stock who hold through brokerage and similar accounts.
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My comments;

Insiders/VC's own 250,934,969 shares
VC's hold debit conversion rights to 534,074,397
total equaling 785,009,363 of the OS.

There is a small 57 mil discrepancy in the report, when my calculations were done. Common for the OTC. Showing big guys owned more then the OS. Also I wouldn't worry much about retail owned, as it was cut to nearly nothing after the last Reverse split. 27 mil total. Mainly remember the dilution came from the last q to this q, where the OS jumped again from 49 mil to 728 mil or 679 mil in todays shares. 679 million shares for sale. 250 mil available right away and 534 mil needing conversion.

As of March 31, 2014, the Company had outstanding 727,730,261 shares of its common stock, par value $0. 0000000001 .

So until the VC's sell some of their 9.9% of existing owned shares. They can't convert any of the debit notes held. Due to a 9.9% ownership restriction.

Much of the VC shares were assigned from CEO convertible notes to VC's in 2013 & 14. Under renegotiated terms. I'm sure at discounted prices. But the fact is your hated company management has transferred most of their common ownership to VC's for cash already. I'm guessing the CEO hold a series of preferred stock, as a poison pill, to maintain company control though. But can't find any mention of conversion rights in the 10k. But someone holds 300k worth.

Preferred Stock - $0.001 par value; 5,000,000 shares authorized,300,000, and 0 shares outstanding at December 31, 2013 and 2012

All this is only to explain why IMO PCFG has had a few news and price volume pops recently. Until the latest 10k was released. I could not do a share structure evaluation. I am by NO means saying BUY BUY BUY. As I never do. But keep PCFG on your radar the next month or so, Something might happen. Full disclosure, I did take a small bottom fishing position a few weeks ago, when I first mentioned PCFG at the board. Over a year ago It liked PCFG and was wrong. An expected run did not come. Lets see if I'm wrong again. I smell smoke with all the new shares in big guys hands. We'll see.