FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Pacific Gold & Royalty Corp.

(Exact name of registrant as speci fi ed in its charter)

#304-85 Scarsdale Rd., Toronto, ON, Canada 416-214-1483

(Address, including zip code, and telephone number, including area code, of registrant ’ s principal executive of fi ces)

Common Stock

(Title of each class of securities covered by this Form)

N/A

(Titles of all other classes of securities for which a duty to fi le reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to fi le reports:

Rule 12g-4(a)(1)

þ

Rule 12g-4(a)(2)

þ

Rule 12h-3(b)(1)(i)

o

Rule 12h-3(b)(1)(ii)

o

Rule 15d-6

o

Rule 15d-22(b)

o

Pursuant to the requirements of the Securities Exchange Act of 1934 (Name of registrant as speci fi ed in charter) has caused this certi fi cation/notice to be signed on its behalf by the undersigned duly authorized person.

Instruction: This form is required by Rules 12g-4, 12h-3, 15d-6 and 15d-22 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall fi le with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an of fi cer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.

SEC 2069 (08-11)

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.