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:  000-25866

 

PHOENIX GOLD INTERNATIONAL, INC.

( Exact name of registrant as specified in its charter )

 

9300 NORTH DECATUR STREET, PORTLAND, OREGON  97203

(503) 286-9300

( Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices )

 

COMMON STOCK, NO PAR VALUE

( 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)	ý		Rule 12h-3 (b) (1) (i)	o
	Rule 12g-4 (a) (1) (ii)	o		Rule 12h-3 (b) (1) (ii)	o
	Rule 12g-4 (a) (2) (i)	o		Rule 12h-3 (b) (2) (i)	o
	Rule 12g-4 (a) (2) (ii)	o		Rule 12h-3 (b) (2) (ii)	o
				Rule 15d-6	o

 

Approximate number of holders of record as of the certification or notice date:       128

 

Pursuant to the requirements of the Securities Exchange Act of 1934 Phoenix Gold International, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

 

Date:	February 6, 2004	By:	/s/ Joseph K. O’Brien
			Joseph K. O’Brien
			Executive Vice President, Chief Financial Officer and Secretary