UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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. Commission File Number: 000-16534 Digital Fuel, Inc. ----------------- (Exact name of registrant as specified in its charter) 6601 E. Grant Road, Suite 101, Tucson, Arizona 85715 (520) 886-5354 -------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Common ------ (Title of each class of securities covered by this Form) None ---- (Titles of all other classes of securities for which a duty to file 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 file reports: Rule 12g-4(a)(1)(i) ___ Rule 12h-3(b)(1)(i) ___ Rule 12g-4(a)(1)(ii) ___ Rule 12h-3(b)(1)(ii) ___ Rule 12g-4(a)(2)(i) ___ Rule 12h-3(b)(2)(i) ___ Rule 12g-4(a)(2)(ii) ___ Rule 12h-3(b)(2)(ii) ___ Rule 15d-6 ___ Approximate number of holders of record as of the certification or notice date: 1,123 Pursuant to the requirements of the Securities Exchange Act of 1934 (Name of registrant as specified in charter) has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person. Date: May 13, 2005 By: /s/Michael R. Farley -------------------- Michael R. Farley Chief Executive Officer