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12/23/13 4:49 AM

#116682 RE: Bridge57 #116681

From8-K/A, 2013-12-18

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001137855&owner=exclude&count=40

There are issued and outstanding 114,498,030 shares of common stock as of December 16, 2013.

And more toxic notes on the way, summary below:

HEREAS, the Company has presently placed in reserve with its Transfer Agent (Olde Monmouth Stock Transfer Co., Inc.) 462,442,633 shares of common stock to convert the Remaining Principal Balance and accrued interest due pursuant to the Note into Common Stock


Read in furhter detail


Item 1.01 Entry into a Material Definitive Agreement

As of November 26, 2013, the Pacific Gold Corp. (the “Company”) entered into a modification of one of its outstanding notes that it has with Asher Enterprises, Inc. The current principal amount of the note is approximately $44,200, reflecting conversions of approximately $5,800 during the month on November, 2013.

The modification provides for a limitation on the amount of principal that may be converted each week to a maximum of $1,000 between now and April 10, 2014, at which time the full amount of the note principal and interest then outstanding will be due and payable in cash. If the Company fails to pay the amount due on April 10, 2014, then the note will revert to its original terms and the conversions may be as determined by the note holder. Additionally, if there is a breach of the amendment by the Company, the limitation on conversions terminates.

The Company has agreed to take steps to promptly authorize additional shares should there be projected insufficient shares to permit conversion of the note in the future.

There are issued and outstanding 114,498,030 shares of common stock as of December 16, 2013.

LEAK-OUT AGREEMENT

THIS LEAK-OUT AGREEMENT (the "Agreement") is made and entered into as of this 26th day of November 2013, between ASHER ENTERPRISES, INC., a Delaware corporation (the "Holder") having a place of business at One Linden Road, Great Neck, New York 11021 and PACIFIC GOLD CORP., a Nevada corporation (the "Company") having a principal place of business at 848 North Rainbow Blvd. #2987, Las Vegas, Nevada 89107.

Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Note (defined below).

RECITALS

WHEREAS, the Company is the maker of a certain Promissory Note dated April 26, 2012 running in favor of Richard Jagodnik, in the principal amount of two hundred and twenty-five thousand ($225,000.00) dollars, fifty thousand ($50,000.00) dollars, of which (the “Principal Amount”) was acquired by the Holder pursuant to a Purchase Agreement dated March 19, 2013 by and between the Holder as buyer, and Richard Jagodnik, as Seller, which Principal Amount was represented by an On Demand Amended ten (10%) percent Convertible Note effective as of March 19, 2013 between Pacific Gold Corp., as Maker and Asher, as Holder, (the “Note”); and

WHEREAS, the Note provided the Holder with the right to convert the principal balance and accrued interest due pursuant to the Note into shares of common stock of the Company (“Common Stock”); and

WHEREAS, the Holder has heretofore converted the aggregate sum of five thousand eight hundred ($5,800.00) dollars (Notices of Conversion having been issued and completed: $2,500.00 on November 6, 2013, $2,000.00 on November 13, 2013, and $1,300.00 on November 15, 2013) with respect to the Note; and

WHEREAS, the Company is presently indebted to the Holder under the Note in the aggregate principal amount of forty-four thousand two hundred ($44,200.00) dollars (the “Remaining Principal Balance”) together with accrued and unpaid interest; and

WHEREAS, the Company has presently placed in reserve with its Transfer Agent (Olde Monmouth Stock Transfer Co., Inc.) 462,442,633 shares of common stock to convert the Remaining Principal Balance and accrued interest due pursuant to the Note into Common Stock; and