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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                     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: 000-32063

                                 SHOGI, INC.
                  1230 North Ave., Suite 8, Spearfish, SD 57783

                                  Common Stock

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

Appropriate  rule provision relied upon to terminate or suspend the duty to file
reports: Rule 12(g)-4(a)(1)(i)

Approximate  number of holders of record as of the certification or notice date:
34

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: April 4, 2006           By: /s/Harlan Schmidt