UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q/A
 (Amendment No. 1)
 
 (Mark One)
 
 x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the quarterly period ended June 30, 2012
 
 o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the transition period from _______________ to _______________.
 
 Commission file number: 000-54710
 
 Pershing Gold Corporation
 (Exact name of registrant as specified in its charter)
 
 Nevada

(State or other jurisdiction of incorporation or organization)
26-0657736

(I.R.S. Employer Identification No.)1658 Cole Boulevard

Building 6, Suite 201

Lakewood CO

(Address of principal executive offices)
80401

(Zip Code)
 
 Registrant’s telephone number, including area code (877) 705-9357
 
 (Former name, former address and former fiscal year, if changed since last report.)
 
 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). x Yes □ No.
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. 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 oNon-accelerated filer o
Smaller reporting company x
 (Do not check if a smaller reporting company)
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No x
 
 Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:
 
 Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o   No o
 
 Applicable only to corporate issuers:
 
 
 Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 20, 2012, there were 256,619,445 shares of common stock, par value $0.0001, issued and outstanding.
 
 
  EXPLANATORY NOTE
 
 The purpose of this Amendment on Form 10-Q/A to Pershing Gold Corporation’s quarterlyreport on Form 10-Q for the quarter ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012 (the “Form 10-Q”), is solely to furnish the information presented in Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S–T.
 
 No other changes have been made to our Form 10-Q filed on August 20, 2012. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.
 
 Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
 
  ITEM 6
Exhibits31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*32.1
Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*32.2
Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
 101.ins
XBRL Instance Document**101.sch
XBRL Taxonomy Schema Document**101.cal
XBRL Taxonomy Calculation Document**101.def
XBRL Taxonomy Linkbase Document**101.lab
XBRL Taxonomy Label Linkbase Document**101.pre
XBRL Taxonomy Presentation Linkbase Document**
 
 *Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on August 20, 2012
 
 
 101**
The following materials from Pershing Gold Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 are formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Cash Flow, (iii) the Consolidated Balance Sheets, and (iv) the Notes to the Consolidated Financial statements tagged as blocks of text.
 
 **  In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Amendment to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
  
  SIGNATURES
  
 In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 Pershing Gold CorporationDate: September 12, 2012
By:
/s/ Stephen AlfersStephen AlfersPresident and Chief Executive Officer (Principal Executive Officer)Date: September 12, 2012
By:
/s/ Adam WassermanAdam WassermanChief Financial Officer (Principal Financial and Accounting Officer)