SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934

                       Fiscal Year Ended December 31, 2003

                        Commission file number 000-32063

                                   SHOGI, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)

        Wyoming                                         83-0327967
        -------                                         ----------
(State of incorporation)                                (I.R.S. Employer
                                                        Identification No.)

                   P.O. BOX 917, CASPER, WYOMING           82602
                ------------------------------------------------
               (Address of principal executive offices) (Zip Code)

            Registrant's telephone number, including area code: None

           Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                               Title of each class

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 the filing
requirements for at least the past 90 days. Yes X No

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. X

State issuer's revenues for its most recent fiscal year. $0

There were 840,000 shares of the Registrant's common stock outstanding as of
December 31, 2003.

The aggregate  market value of the 480,000 shares of voting common stock held by
nonaffiliates of the Registrant is approximately $0 on December 31, 2003.


<PAGE>



                                TABLE OF CONTENTS

PART I

         Item 1. Description of Business                                      1
         Item 2. Description of Property                                      10
         Item 3. Legal Proceedings                                            10
         Item 4. Submission of Matters to a Vote of Security Holders          10

PART II

         Item 5. Market for Common Equity and Related Stockholder Matters     11
         Item 6. Management's Discussion and Analysis or Plan of Operation    11
         Item 7. Financial Statements                                         11
         Item 8. Changes in and Disagreements With Accountants on Accounting
                 and Financial Disclosure                                     12
         Item 8a.  Controls and Procedures                                    12

PART III

         Item 9. Directors, Executive Officers, Promoters and
                 Control Persons; Compliance with Section 16(a) of the
                 Exchange Act                                                 12
         Item 10. Executive Compensation                                      15
         Item 11. Security Ownership of Certain Beneficial Owners
                  and Management                                              17
         Item 12. Certain Relationships and Related Transactions              18
         Item 13. Exhibits and Reports on Form 8-K                            19
         Item 14. Principal Accountant Fees and Services                      19


SIGNATURES                                                                    20




<PAGE>



                                     PART I

Item 1.  DESCRIPTION OF BUSINESS
         -----------------------

      General

     The  Company  was  incorporated  under the laws of the State of  Wyoming on
October 20, 1999, and is in the early  developmental and promotional  stages. To
date the  Company's  activities  have  been  organizational  ones,  directed  at
developing  its business plan and raising its initial  capital.  The Company was
formed  to seek  business  opportunities  and is  currently  a  "shell"  with no
business.  The company  has no  commercial  operations  as of date  hereof.  The
company has no full-time employees and owns no real estate.

         The Company is a "shell" company and its only current business plan is
to seek, investigate, and, if warranted, acquire one or more properties or
businesses, and to pursue other related activities intended to enhance
shareholder value. The acquisition of a business opportunity may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture, or partnership. The
Company has no capital, and it is unlikely that the Company will be able to take
advantage of more than one such business opportunity. The Company intends to
seek opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.

         At the present time the Company has not identified any business
opportunity that it plans to pursue, nor has the Company reached any agreement
or definitive understanding with any person concerning an acquisition. The
Company is filing Form 10-SB on a voluntary basis in order to become a 12(g)
registered company under the Securities Exchange Act of 1934. As a "reporting
company," the Company may be more attractive to a private acquisition target
because it may be listed to trade its shares on the OTCBB.

         It is anticipated that the Company's officers and directors will
contact broker-dealers and other persons with whom they are acquainted who are
involved in corporate finance matters to advise them of the Company's existence

                                        1
<PAGE>

and to determine if any companies or businesses they represent have an interest
in considering a merger or acquisition with the Company. No assurance can be
given that the Company will be successful in finding or acquiring a desirable
business opportunity, given that no funds that are available for acquisitions,
or that any acquisition that occurs will be on terms that are favorable to the
Company or its stockholders.

         The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy, or anticipate in the reasonably near future being able to satisfy,
the minimum asset requirements in order to qualify shares for trading on NASDAQ
or a stock exchange (See "Investigation and Selection of Business
Opportunities"). The Company anticipates that the business opportunities
presented to it will (i) be recently organized with no operating history, or a
history of losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii) be in need of funds to
develop a new product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept; or (v) have a combination of the
characteristics mentioned in (i) through (iv). The Company intends to
concentrate its acquisition efforts on properties or businesses that it believes
to be undervalued. Given the above factors, investors should expect that any
acquisition candidate may have a history of losses or low profitability.

         The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.

         As a consequence of this registration of its securities, any entity
which has an interest in being acquired by, or merging into the Company, is
expected to be an entity that desires to become a public company and establish a
public trading market for its securities. In connection with such a merger or
acquisition, it is highly likely that an amount of stock constituting control of
the Company would be issued by the Company or purchased from the current
principal shareholders of the Company by the acquiring entity or its affiliates.

         If stock is purchased from the current shareholders, the transaction is
very likely to result in substantial gains to them relative to their purchase
price for such stock. In the Company's judgment, none of its officers and
directors would thereby become an "underwriter" within the meaning of the
Section 2(11) of the Securities Act of 1933, as amended. The sale of a
controlling interest by certain principal shareholders of the Company could
occur at a time when the other shareholders of the Company remain subject to
restrictions on the transfer of their shares.

         Depending upon the nature of the transaction, the current officers and
directors of the Company may resign management positions with the Company in
connection with the Company's acquisition of a business opportunity. See "Form
of Acquisition," below, and "Risk Factors - The Company - Lack of Continuity in
Management." In the event of such a resignation, the Company's current
management would not have any control over the conduct of the Company's business
following the Company's combination with a business opportunity.

                                       2
<PAGE>

         It is anticipated that business opportunities will come to the
Company's attention from various sources, including its officers and director,
its other stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

         The Company does not foresee that it would enter into a merger or
acquisition transaction with any business with which its officers or directors
are currently affiliated. Should the Company determine in the future, contrary
to foregoing expectations, that a transaction with an affiliate would be in the
best interests of the Company and its stockholders, the Company is in general
permitted by Wyoming law to enter into such a transaction if:

1. The material facts as to the relationship or interest of the affiliate and as
to the contract or transaction are disclosed or are known to the Board of
Directors, and the Board in good faith authorizes the contract or transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors constitute less than a quorum; or

2. The material facts as to the relationship or interest of the affiliate and as
to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

3. The contract or transaction is fair as to the Company as of the time it is
authorized, approved or ratified, by the Board of Directors or the stockholders.
Investigation and Selection of Business Opportunities

         To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the other
company's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, the
perceived benefit the company will derive from becoming a publicly held entity,
and numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria. In many instances, it is
anticipated that the historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis, change or substantially augment management, or make
other changes. The Company will be dependent upon the owners of a business
opportunity to identify any such problems which may exist and to implement, or
be primarily responsible for the implementation of, required changes. Because
the Company may participate in a business opportunity with a newly organized
firm or with a firm which is entering a new phase of growth, it should be
emphasized that the Company will incur further risks, because management in many
instances will not have proved its abilities or effectiveness, the eventual
market for such company's products or services will likely not be established,
and such company may not be profitable when acquired.

         It is anticipated that the Company will not be able to diversify, but
will essentially be limited to one such venture because of the Company's limited

                                       3
<PAGE>

financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.

         It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders pursuant to
the authority and discretion of the Company's management to complete
acquisitions without submitting any proposal to the stockholders for their
consideration. Holders of the Company's securities should not anticipate that
the Company necessarily will furnish such holders, prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target company or its business. In some instances, however, the proposed
participation in a business opportunity may be submitted to the stockholders for
their consideration, either voluntarily by such directors to seek the
stockholders' advice and consent or because state law so requires.

         The analysis of business opportunities will be undertaken by or under
the supervision of the Company's President, who is not a professional business
analyst. See "Management." Although there are no current plans to do so, Company
management might hire an outside consultant to assist in the investigation and
selection of business opportunities, and might pay a finder's fee. Since Company
management has no current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to
be used in selecting such consultants or advisors, the services to be provided,
the term of service, or regarding the total amount of fees that may be paid.
However, because of the limited resources of the Company, it is likely that any
such fee the Company agrees to pay would be paid in stock and not in cash.
Otherwise, the Company anticipates that it will consider, among other things,
the following factors:

1. Potential for growth and profitability, indicated by new technology, antici-
pated market expansion, or new products;

2. The Company's perception of how any particular business opportunity will be
received by the investment community and by the Company's stockholders;

3. Whether, following the business combination, the financial condition of the
business opportunity would be, or would have a significant prospect in the
foreseeable future of becoming sufficient to enable the securities of the
Company to qualify for listing on an exchange or on a national automated
securities quotation system, such as NASDAQ, so as to permit the trading of such
securities to be exempt from the requirements of Rule 15c2-6 recently adopted by
the Securities and Exchange Commission. See "Risk Factors - The Company -
Regulation of Penny Stocks."

4. Capital requirements and anticipated availability of required funds, to be
provided by the Company or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;

5. The extent to which the business opportunity can be advanced;

                                       4
<PAGE>

6. Competitive position as compared to other companies of similar size and exper
-ience within the industry segment as well as within the industry as a whole;

7. Strength and diversity of existing management, or management prospects that
are scheduled for recruitment;

8. The cost of participation by the Company as compared to the perceived
tangible and intangible values and potential; and

9. The accessibility of required management expertise, personnel, raw materials,
services, professional assistance, and other required items.

         In regard to the possibility that the shares of the Company would
qualify for listing on NASDAQ, the current standards include the requirements
that the issuer of the securities that are sought to be listed have total net
tangible assets of at least $4,000,000. Many, and perhaps most, of the business
opportunities that might be potential candidates for a combination with the
Company would not satisfy the NASDAQ listing criteria.

         No one of the factors described above will be controlling in the
selection of a business opportunity, and management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. Potentially available
business opportunities may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Potential investors must recognize that, because of the Company's
limited capital available for investigation and management's limited experience
in business analysis, the Company may not discover or adequately evaluate
adverse facts about the opportunity to be acquired.

         The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

         Prior to making a decision to participate in a business opportunity,
the Company will generally request that it be provided with written materials
regarding the business opportunity containing such items as a description of
products, services and company history; management resumes; financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents, trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial
statements, together with reasonable assurances that audited financial
statements would be able to be produced within a reasonable period of time not
to exceed 60 days following completion of a merger transaction; and other
information deemed relevant.

                                       5
<PAGE>

         As part of the Company's investigation, the Company's executive
officers and directors may meet personally with management and key personnel,
may visit and inspect material facilities, obtain independent analysis or
verification of certain information provided, check references of management and
key personnel, and take other reasonable investigative measures, to the extent
of the Company's limited financial resources and management expertise.

         It is possible that the range of business opportunities that might be
available for consideration by the Company could be limited by the impact of
Securities and Exchange Commission regulations regarding purchase and sale of
"penny stocks." The regulations would affect, and possibly impair, any market
that might develop in the Company's securities until such time as they qualify
for listing on NASDAQ or on another exchange which would make them exempt from
applicability of the "penny stock" regulations. See "Risk Factors - Regulation
of Penny Stocks."

         Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of development
of a public market for their securities will be of assistance in that process.
Acquisition candidates which have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be an
attractive alternative.

         There are no loan arrangements or arrangements for any financing
whatsoever relating to any business opportunities.

Form of Acquisition

         It is impossible to predict the manner in which the Company may
participate in a business opportunity. Specific business opportunities will be
reviewed as well as the respective needs and desires of the Company and the
promoters of the opportunity and, upon the basis of that review and the relative
negotiating strength of the Company and such promoters, the legal structure or
method deemed by management to be suitable will be selected. Such structure may
include, but is not limited to leases, purchase and sale agreements, licenses,
joint ventures and other contractual arrangements. The Company may act directly
or indirectly through an interest in a partnership, corporation or other form of
organization. Implementing such structure may require the merger, consolidation
or reorganization of the Company with other corporations or forms of business
organization, and although it is likely, there is no assurance that the Company
would be the surviving entity. In addition, the present management and
stockholders of the Company most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a transaction, the Company's existing directors may resign and new
directors may be appointed without any vote by stockholders.

                                       6
<PAGE>

         It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other securities of
the Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986, depends upon the issuance to the stockholders of
the acquired company of a controlling interest (i.e. 80% or more) of the common
stock of the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather than
other "tax free" provisions provided under the Internal Revenue Code, the
Company's current stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current officers, directors and principal
shareholders. (See "Description of Business - General").

         It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of the transaction, the Company
may agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times thereafter. The
issuance of substantial additional securities and their potential sale into any
trading market that might develop in the Company's securities may have a
depressive effect upon such market.

         The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

         As a general matter, the Company anticipates that it, and/or its
officers and principal shareholders will enter into a letter of intent with the
management, principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of
the proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither the Company nor any of the
other parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement concerning the acquisition
as described in the preceding paragraph is executed. Even after a definitive
agreement is executed, it is possible that the acquisition would not be
consummated should any party elect to exercise any right provided in the
agreement to terminate it on specified grounds.

         It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial

                                       7
<PAGE>

management time and attention and substantial costs for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would
not be recoverable. Moreover, because many providers of goods and services
require compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure goods and services.

         In all probability, upon completion of an acquisition or merger, there
will be a change in control through issuance of substantially more shares of
common stock. Further, in conjunction with an acquisition or merger, it is
likely that management may offer to sell a controlling interest at a price not
relative to or reflective of any value of the shares sold by management, and at
a price which could not be achieved by individual shareholders at the time.

Investment Company Act and Other Regulation

         The Company may participate in a business opportunity by purchasing,
trading or selling the securities of such business. The Company does not,
however, intend to engage primarily in such activities. Specifically, the
Company intends to conduct its activities so as to avoid being classified as an
"investment company" under the Investment Company Act of 1940 (the "Investment
Act"), and therefore to avoid application of the costly and restrictive
registration and other provisions of the Investment Act, and the regulations
promulgated thereunder.

         Section 3(a) of the Investment Act contains the definition of an
"investment company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing, owning, holding or trading "investment
securities" (defined as "all securities other than government securities or
securities of majority-owned subsidiaries") the value of which exceeds 40% of
the value of its total assets (excluding government securities, cash or cash
items). The Company intends to implement its business plan in a manner which
will result in the availability of this exception from the definition of
"investment company." Consequently, the Company's participation in a business or
opportunity through the purchase and sale of investment securities will be
limited.

         The Company's plan of business may involve changes in its capital
structure, management, control and business, especially if it consummates a
reorganization as discussed above. Each of these areas is regulated by the
Investment Act, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company, stockholders will
not be afforded these protections.

         Any securities which the Company might acquire in exchange for its
Common Stock are expected to be "restricted securities" within the meaning of
the Securities Act of 1933, as amended (the "Act"). If the Company elects to
resell such securities, such sale cannot proceed unless a registration statement
has been declared effective by the Securities and Exchange Commission or an
exemption from registration is available. Section 4(1) of the Act, which exempts
sales of securities not involving a distribution, would in all likelihood be
available to permit a private sale. Although the plan of operation does not
contemplate resale of securities acquired, if such a sale were to be necessary,
the Company would be required to comply with the provisions of the Act to effect
such resale.

                                       8
<PAGE>

         An acquisition made by the Company may be in an industry which is
regulated or licensed by federal, state or local authorities. Compliance with
such regulations can be expected to be a time-consuming and expensive process.

Competition

         The Company expects to encounter substantial competition in its efforts
to locate attractive opportunities, primarily from business development
companies, venture capital partnerships and corporations, venture capital
affiliates of large industrial and financial companies, small investment
companies, and wealthy individuals. Many of these entities will have
significantly greater experience, resources and managerial capabilities than the
Company and will therefore be in a better position than the Company to obtain
access to attractive business opportunities. The Company also will possibly
experience competition from other public "blank check" companies, some of which
may have more funds available than does the Company.

No Rights of Dissenting Shareholders

         The Company does not intend to provide Company shareholders with
complete disclosure documentation including audited financial statements,
concerning a possible target company prior to acquisition, because Wyoming
Business Corporation Act vests authority in the Board of Directors to decide and
approve matters involving acquisitions within certain restrictions. A
transaction could be structured as an acquisition, not a merger, with the
Registrant being the parent company and the acquiree being merged into a wholly
owned subsidiary. Therefore, a shareholder will have no right of dissent under
Wyoming law.

No Target Candidates for Acquisition

         None of the Company's Officers, Directors, promoters, affiliates, or
associates have had any preliminary contact or discussion with any specific
candidate for acquisition. There are no present plans, proposals, arrangements,
or understandings with any representatives of the owners of any business or
company regarding the possibility of an acquisition transaction.

Administrative Offices

        The Company currently maintains a mailing address at 544 E. Yellowstone,
Casper, WY  82601 which is the mailing address of its President. Other than
this mailing address, the Company does not currently maintain any other office
facilities, and does not anticipate the need for maintaining office facilities
at any time in the foreseeable future. The Company pays no rent or other fees
for the use of this mailing address.

                                       9
<PAGE>


Employees

         The Company is a development stage company and currently has no
employees. Management of the Company expects to use consultants, attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating business opportunities. The
need for employees and their availability will be addressed in connection with
the decision whether or not to acquire or participate in specific business
opportunities. Although there is no current plan with respect to its nature or
amount, remuneration may be paid to or accrued for the benefit of, the Company's
officers prior to, or in conjunction with, the completion of a business
acquisition for services actually rendered, if for. See "Executive Compensation"
and under "Certain Relationships and Related Transactions."


Item 2.  PROPERTIES
         ----------

         Facilities

The Company has no property. The Company does not currently maintain an office
or any other facilities. It does currently maintain a mailing address at 544 E.
Yellowstone, Casper, Wyoming 82601. The Company pays no rent for the use of this
mailing address. The Company does not believe that it will need to maintain an
office at any time in the foreseeable future in order to carry out its plan of
operations described herein.

         Real Property

         None

         Mineral Properties

         None

Item 3.  LEGAL PROCEEDINGS
         -----------------

         As of December 31, 2003, the Company was neither a party nor were any
of its properties subject to any legal proceedings.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------

        No matters were submitted during the period covered by this report to a
vote of security holders of the Company, through the solicitation of proxies or
otherwise.

                                       10
<PAGE>



                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         ---------------------------------------------------------------------

        As of the date of this report, there has been no trading or quotation of
the Company's common stock from inception to date.

         As of December 31, 2003, there were 15 record holders of the Company's
common Stock.

         The Company has not declared or paid any cash dividends on its common
stock and does not anticipate paying dividends for the foreseeable future.


Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        -----------------------------------------------------------------------
OF OPERATIONS
-------------

         Financial Condition and Changes in Financial Condition

         Liquidity and Capital Resources

     At year end, the Company had no cash and no other assets.  The Company
had no liabilities. The Company will be dependent upon its officers for loans or
cash advances to pay any expenses incurred.  No commitment has been made to make
loans or advances.


Results of Operations for Year ended December 31, 2003 Compared to Year Ended
-----------------------------------------------------------------------------
December 31, 2002.
------------------

     The Company had no  revenues  or  operations  in the fiscal year in 2003 or
2002.  The Company  incurred no expenses 2003 and none in 2002. The net loss was
none in 2003 and in 2002. The net loss per share was none in 2003 and in 2002.

     The  trend  of  operating  losses  can be  expected  to  continue  for  the
indefinite future unless and until an operating  business which is profitable is
achieved, of which there can be no assurance.

     The  Company's  auditor  has  issued  its  Report  which  contains a "going
concern" qualification.


Item 7.  Financial Statements and Supplementary Data
         -------------------------------------------

                  Please refer to pages F-1 through F-9.

                                       11
<PAGE>

Item 8.  Changes in and Disagreements on Accounting and Financial Disclosure
         -------------------------------------------------------------------

         In connection with audits of two most recent fiscal years and any
interim period preceding resignation, no disagreements exist with any former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the satisfaction of the former accountant would have caused him to
make reference in connection with his report to the subject matter of the
disagreement(s).

         The principal accountants' reports on the financial statements for any
of the past two years contained no adverse opinion or a disclaimer of opinion
nor was qualified as to uncertainty, audit scope, or accounting principles
except for the "going concern" qualification.


Item 8a.  Controls and Procedures

Evaluation of Internal and Disclosure Controls
----------------------------------------------

     The  management  of the  company has  evaluated  the  effectiveness  of the
issuer's  disclosure  controls and  procedures as of April 30, 2003  (evaluation
date)  and have  concluded  that the  disclosure  controls  and  procedures  are
adequate an effective based upon their evaluation as of the evaluation date.

     There were no significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of the
most recent evaluation of such, including any corrective actions with regard to
significant deficiencies and material weaknesses.


                                    PART III

Item 9.  Directors and Executive Officers of the Registrant and Compliance with
         ----------------------------------------------------------------------
         Section 16(a)
         -------------

       The directors and executive  officers currently serving the Company are
as follows:

Name                            Position Held              Tenure
- -------------------------------------------------------------------

Ronald A. Shogren              President and Director     Annual since 1999

Rory L. Shogren                 Secretary, Treasurer and
                                Director                   Annual since 1999

G. Todd Erickson                Director                   Annual since 1999


         The directors  named above will serve until the next annual  meeting of
the Company's stockholders.  Thereafter,  directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their positions at

                                       12

<PAGE>



the pleasure of the board of  directors,  absent any  employment  agreement,  of
which none  currently  exists or is  contemplated.  There is no  arrangement  or
understanding  between the  directors  and officers of the Company and any other
person  pursuant to which any  director or officer was or is to be selected as a
director or officer.

     The  directors  and  officers of the  Company  will devote such time to the
Company's  affairs on an "as needed" basis, but less than 20 hours per month. As
a result,  the actual  amount of time which  they will  devote to the  Company's
affairs is unknown and is likely to vary substantially from month to month.

Biographical Information

     Ronald A. Shogren,  age 58, is President and a Director of the company. Mr.
Shogren attended Eastern Montana College.  Mr. Shogren is the past Exalted Ruler
of the  Casper's  Elk  Lodge  1353.  Mr.  Shogren  has been a  licensed  general
contractor from 1976 to present. Mr. Shogren also has seventeen years experience
as an insurance  claims  adjuster and presently  owns and operates  Cowboy State
Claims  Service.  Mr.  Shogren is President and Director of Kearney,  Inc. and a
director of Butts, Inc., and Garner Investments, Inc.

     Rory  L.  Shogren,  age 25 is  Secretary/Treasurer  and a  Director  of the
Company.  Mr. Shogren is the owner and operator of Rocky  Mountain  Enterprises,
Inc.  The  business  has 25  employees  and operates in the state of Montana and
wyoming.  Mr. Shogren is an officer and director of Rocky Mountain  Enterprises,
Inc.

     G. Todd Erickson,  age 40, is a Director of the Company.  Mr. Erickson is a
Computer  Specialist and is the Team Leader of the  Cardiopulmonary  unit at the
Wyoming Medical Center in Casper,  Wy. Mr. Erickson  started his employment with
the Wyoming  Medical  Center in 1983.  He was a Staff Tech,  a Specials  Tech, a
Supervisor, a Telemedical  Coordinator,  a Radiologic Technologist and spent two
and a half years as a Missionary in Albanian.

                                       13
<PAGE>

         No appointee for a director position has been subject of any civil
regulatory proceeding or any criminal proceeding in the past five years.

         The term of office of each director and executive officer ends at, or
immediately after, the next annual meeting of shareholders of the Company.
Except as otherwise indicated, no organization by which any director or officer
has been previously employed is an affiliate, parent or subsidiary of the
Company.

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership of equity securities of the
Company with the Securities and Exchange Commission and NASDAQ. Officers,
directors and greater-than 10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) filings.

                                       14
<PAGE>



Item 10. Executive Compensation

         The Company accrued a total of $0 in compensation to the executive
officers as a group for services rendered to the Company in all capacities
during the fiscal year ended December 31, 2003. No one executive officer
received, or has accrued for his benefit, in excess of $60,000 for the year. No
cash bonuses were or are to be paid to such persons.

<TABLE>
<CAPTION>

                                     SUMMARY COMPENSATION TABLE OF EXECUTIVES

                                   Annual Compensation                         Awards
- ------------------------ ------------ -------------- ------------ ----------------------- -------------------- -------------------
Name and Principal       Year         Salary ($)     Bonus ($)    Other Annual            Restricted Stock     Securities
Position                                                          Compensation ($)        Award(s)             Underlying Options/
                                                                                          ($)                  SARs (#)
- ------------------------ ------------ -------------- ------------ ----------------------- -------------------- -------------------
<S>                      <C>          <C>            <C>          <C>                     <C>                  <C>
Ronald A. Shogren        2001         0              0            0                       0                    0
President,               2002         0              0            0                       0                    0
Director                 2003         0              0            0                       0                    0
- ------------------------ ------------ -------------- ------------ ----------------------- -------------------- -------------------
Rory L. Shogren,         2001         0              0            0                       0                    0
Secretary, Treasurer     2002         0              0            0                       0                    0
Director                 2003
- ------------------------ ------------ -------------- ------------ ----------------------- -------------------- -------------------
G. Todd Erickson,        2001         0              0            0                       0                    0
Director                 2002         0              0            0                       0                    0
                         2003         0              0            0                       0                    0
- ------------------------ ------------ -------------- ------------ ----------------------- -------------------- -------------------

</TABLE>

                                       15
<PAGE>

<TABLE>
<CAPTION>

                                                  Directors' Compensation
                                                  -----------------------
Name                             Annual  Meeting  Consulting      Number   Number of
                               Retainer  Fees     Fees/Other      of       Securities
                                 Fee ($) ($)      Fees ($)        Shares   Underlying
                                                                  (#)      Options
                                                                           SARs (#)
<S>                               <C>      <C>        <C>          <C>         <C>
A. Director                       0        0          0            0           0
   Ronald A. Shogren

B. Director
   Rory L. Shogren                0        0          0            0           0

C. Director
   G. Todd Erickson               0        0          0            0           0

</TABLE>

         Option/SAR Grants Table (None)

     Aggregated  Option/SAR  Exercises in Last Fiscal Year an FY-End  Option/SAR
value (None)

         Long Term Incentive Plans - Awards in Last Fiscal Year (None)

     No officer or director has received any other  remuneration in the two year
period prior to the filing of this registration  statement.  There is no current
plan in existence,  to pay or accrue  compensation to its officers and directors
for services related to seeking business  opportunities  and completing a merger
or   acquisition   transaction.   See   "Certain   Relationships   and   Related
Transactions."  The  Company  has  no  stock  option,  retirement,  pension,  or
profit-sharing  programs  for  the  benefit  of  directors,  officers  or  other
employees, but the Board of Directors may recommend adoption of one or more such
programs in the future.




                                       16

<PAGE>

Item 11 - Security Ownership of Certain Beneficial Owners and Management
- -------------------------------------------------------------------------

     The following  table sets forth certain  information  regarding  beneficial
ownership  of the  Company's  Common  Stock as of December  31, 2003 by (i) each
person  who is known by the  Company  to own  beneficially  more  than 5% of the
Company's  outstanding  Common  Stock;  (ii)  each  of the  Company's  executive
officers and  directors;  and (iii) all  executive  officers and  directors as a
group.  Except  as  noted,  each  person  or  entity  has sole  voting  and sole
investment power with respect to the shares shown.

<TABLE>
<CAPTION>


                                                               NUMBER OF SHARES          OWNERSHIP
SHAREHOLDERS/BENEFICIAL OWNERS                                                           PERCENTAGE
- ----------------------------------------------------------------------------------------------------------
<S>                                                            <C>                       <C>
Ronald A. Shogren, President                                   120,000                   16.4%
49 Calypso
Casper, WY  82604

Rory L. Shogren, Secretary/Treasurer and Director              120,000                   16.4%
49 Calypso
Casper, WY  82604

G. Todd Erickson, Director                                     120,000                   16.4%
5170 Alcova Rt.
Box 5
Casper WY  82604

All directors and executive                                    360,000                  49.2%
officers as a group (3 persons)

</TABLE>

Each principal  shareholder has sole investment power and sole voting power over
the shares.

                                       17
<PAGE>


                                     PART IV

Item 12. Certain Relationships and Related Transactions.
         ----------------------------------------------

Although there is no current plan in existence, it is possible that the Company
will adopt a plan to pay or accrue compensation to its officers and directors
for services related to seeking business opportunities and completing a merger
or acquisition transaction.

Although management has no current plans to cause the Company to do so, it is
possible that the Company may enter into an agreement with an acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's current stockholders to the acquisition candidate or principals
thereof, or to other individuals or business entities, or requiring some other
form of payment to the Company's current stockholders, or requiring the future
employment of specified officers and payment of salaries to them. It is more
likely than not that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a price substantially
higher than that originally paid by such stockholders. Any payment to current
stockholders in the context of an acquisition involving the Company would be
determined entirely by the largely unforeseeable terms of a future agreement
with an unidentified business entity.

Transactions with Management and Others

There were no  transactions or series of  transactions  during the  Registrant's
last  fiscal  year  or  the  current  fiscal  year,  or any  currently  proposed
transactions  or series of  transactions of the remainder of the fiscal year, in
which the amount  involved  exceeds $60,000 and in which to the knowledge of the
Registrant,  any director,  executive officer,  nominee,  future director,  five
percent  shareholder,  or any member of the  immediate  family of the  foregoing
persons,  have or will have a direct or indirect material interest.

                                       18
<PAGE>



Item 13. Exhibits and Reports on Form 8-K
         --------------------------------

                  The following documents are filed as part of this report:

                  1.       Reports on Form 8-K:

                           None.

                  2.       Exhibits:


                                     INDEX

Regulation
S-K Number      Exhibit                         Page Number
----------      -------                         -----------

3.1             Articles of Incorporation       Incorporated by reference
                                                from 10-SB filed
                                                November 2, 2000

3.2             Bylaws                          Incorporated by reference
                                                from 10-SB filed
                                                November 2, 2000


Item 14. Principal Accountant Fees and Services
- -------------------------------------------------------
General.  Michael Johnson & Co., LLC, CPAs ("MJC") is the Company's principal
auditing accountant firm. The Company's Board of Directors has considered
whether the provisions of audit services is compatible with maintaining MJC's
independence.

     Audit Fees.  MJC billed the Company  $5,500 for the following  professional
services:  audit of the annual financial statement of the Company for the fiscal
year ended  December 31, 2003,  and review of the interim  financial  statements
included in  quarterly  reports on Form  10-QSB for the periods  ended March 31,
2003,  June 30, 2003 and September 30, 2003.  MJC billed the Company  $2,000 for
the 2002 audit and $3,500 for the 2003 Audit.

         There were no audit related fees in 2002 or 2003. There were no tax
fees or other fees in 2002 or 2003 paid to Auditors or Auditors affiliates.

         The Company's Board acts as the audit committee and had no
"pre-approval policies and procedures" in effect for the auditors' engagement
for the audit year 2002 and 2003.

         All audit work was performed by the auditors' full time employees.



                                       19
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                           SHOGI, INC.
                                           (Registrant)

Date: December 9, 2004
                                            /s/ Ronald A. Shogren
                                       by: ------------------------------
                                           Ronald A. Shogren, President


                                           Directors:


                                           /s/ Rory L. Shogren
                                              ----------------------------------
                                           Rory L. Shogren, Secretary/Treasurer
                                           & Director


                                           /s/ G. Todd Erickson
                                              ----------------------------------
                                           G. Todd Erickson, Director

                                       20



<PAGE>
                                   SHOGI, INC.

                                    FORM 10-K

                          INDEX OF FINANCIAL STATEMENTS



                                                                          Pages

Auditors Report- Michael Johnson & CO                                        F-1

Balance Sheets                                                               F-2

Statements of Operations                                                     F-3

Statements of Cash Flow                                                      F-4

Statements of Stockholders'                                                  F-5

Notes to Financial Statements                                          F-6 - F-7



<PAGE>
                                   SHOGI, INC.
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS
                    For Year Ended December 31, 2003 and 2002



<PAGE>


                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson C.P.A.                             Telephone:  (303) 796-0099
Member:  A.I.C.P.A.                                         Fax:  (303) 796-0137
Colorado Society of C.P.A.s




                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
SHOGI, Inc.
Casper, WY


We have audited the accompanying balance sheet of SHOGI, Inc., (A Development
Stage Company) as of December 31, 2003 and 2002, and the related statements of
operations, stockholders' equity, and cash flows for year ended December 31,
2003 and 2002, the period October 30, 1999 to December 31, 2003. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements, based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SHOGI, Inc., as of December 31,
2003 and 2002, and the results of their operations and their cash flows for the
year ended December 31, 2003 and 2002, and for the period October 30, 1999 to
December 31, 2003, in conformity with accounting principles generally accepted
in the United States and standards of the PCAOB.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements the Company is in the development stage, and will require
funds from profitable operations, from borrowing or from sale of equity
securities to execute its business plan. Management's plans in regard to these
matters are also discussed in Note 6. These factors raise substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from this uncertainty.



Michael Johnson & Co., LLC
Denver, Colorado
December 4, 2004
/s/Michael Johnson & Co., LLC

<PAGE>
<TABLE>
<CAPTION>


                                  SHOGI, INC.
                         (A Development Stage Company)
                                 Balance Sheets
                                  December 31,
<S>                                                                    <C>                <C>



                                                                          2003               2002
                                                                       ------------       ------------

ASSETS;

   Current Assets:
      Cash                                                                     $ -                $ -
                                                                       ------------       ------------

Total Current Assets                                                             -                  -
                                                                       ------------       ------------

TOTAL ASSETS                                                                   $ -                $ -
                                                                       ============       ============


STOCKHOLDERS' EQUITY

   Stockholders Equity
    Common stock, $.001 par value, 50,000,000 shares
     authorized,  840,000 shares issued and outstanding                        840                840
    Additional Paid-In Capital                                               1,260              1,260
    Deficit accumulated during the
      development stage                                                     (2,100)            (2,100)
                                                                       ------------       ------------

TOTAL STOCKHOLDERS' EQUITY                                                     $ -                $ -
                                                                       ============       ============

</TABLE>
The accompanying notes are an integral part of these financial statements.


<PAGE>
<TABLE>
<CAPTION>

                                  SHOGI, INC.
                         (A Development Stage Company)
                            Statements of Operations


                                                                                                         October 30,
                                                                                                             1999
                                                                 Year Ended                             (Inception) to
                                                                  December 31,                            December 31,
                                                         2003                      2002                      2003
                                                         ----                      ----                      ----
<S>                                                       <C>                       <C>                  <C>

Revenue:
                                                          $ -                       $ -                       $ -
                                                          --------                  --------             --------
Total Income                                                -                         -                         -
                                                          --------                  --------             --------
Costs and Expenses:
     Accounting Fees                                        -                         -                     1,906
     Filing Fees                                            -                         -                       211
                                                          --------                  --------             --------
Total Expenses                                              -                         -                     2,117
                                                          --------                  --------             --------
Net Loss From Operations                                    -                         -                    (2,117)
                                                          --------                  --------             --------
Other Income and Expenses:
     Interest Income                                        -                         -                        17
                                                          --------                  --------             --------
Net Loss                                                  $ -                       $ -                  $ (2,100)
                                                          ========                  ========             ========
Per Share Information:

     Weighted average number
     of common shares outstanding                          840,000                   840,000
                                                          --------                  --------
Net Loss per common share                                  *                         *
                                                          ========                   =======
* Less than $.01

</TABLE>
The accompanying notes are an integral part of these financial statements.

<PAGE>
<TABLE>
<CAPTION>


                                  SHOGI, INC.
                         (A Development Stage Company)
                         Stockholders' Equity (Deficit)
                               December 31, 2003


                                                                                                    Deficit
                                                  COMMON STOCKS                Additional        Accum. During             Total
                                                                                Paid-In           Development          Stockholders'
                                           # of Shares         Amount           Capital              Stage                 Equity
                                           -----------         ------           -------              -----                 ------
<S>                                             <C>                <C>             <C>                  <C>                <C>

Balance - October 30, 1999                            -              $ -               $ -                   $ -             $ -

Issuance of Stock for Cash                      840,000            $ 840           $ 1,260                   $ -           $ 2,100

Net Loss for period                                   -                -                 -                (1,495)           (1,495)
                                                -------            -----           -------              --------           ---------
Balance - December 31, 1999                     840,000              840             1,260                (1,495)              605
                                                -------            -----           -------              --------           ---------
Net Loss for year                                     -                -                 -                   (99)              (99)
                                                -------            -----           -------              --------           ---------
Balance - December 31, 2000                     840,000              840             1,260                (1,594)              506

Net Loss for year                                     -                -                 -                  (506)             (506)
                                                -------            -----           -------              --------           ---------
Balance - December 31, 2001                     840,000              840             1,260                (2,100)                -
                                                -------            -----           -------              --------           ---------
Net Loss for year                                     -                -                 -                     -                 -
                                                -------            -----           -------              --------           ---------
Balance - December 31, 2002                     840,000              840             1,260                (2,100)                -
                                                -------            -----           -------              --------
Net Loss for year                                     -                -                 -                     -                 -
                                                -------            -----           -------              --------           ---------
Balance - December 31, 2003                     840,000            $ 840           $ 1,260              $ (2,100)              $ -
                                                =======            =====           =======              ========           =========
</TABLE>
The accompanying notes are an integral part of these financial statements.

<PAGE>
<TABLE>
<CAPTION>

                                  SHOGI, INC.
                         (A Development Stage Company)
                            Statements of Cash Flow
                                Indirect Method


                                                                                                           October 30, 1999
                                                                           Year Ended                     (Inception) to
                                                                            December 31,                   December 31,
                                                                    2003                  2002                   2003
                                                                    ----                  ----                   ----
<S>                                                                  <C>                   <C>              <C>

Cash Flows from Operating Activities:

     Net Loss                                                        $ -                   $ -              $ (2,100)
                                                                     -----                 -----            --------
Net Cash  Used In Operating Activities                                 -                     -                (2,100)
                                                                     -----                 -----            --------
Cash Flows from Financing Activities:

     Proceeds from stock issuance                                      -                     -                 2,100
                                                                     -----                 -----            --------
Net Cash Provided by Finacing Activities                               -                     -                 2,100
                                                                     -----                 -----            --------
Net Increase in Cash & Cash Equivalents                                -                     -                     -

Beginning Cash & Cash Equivalents                                      -                     -                     -
                                                                     -----                 -----            --------
Ending Cash & Cash Equivalents                                       $ -                   $ -                   $ -
                                                                     =====                 =====            ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

     Cash paid for Interest                                          $ -                   $ -                   $ -
                                                                     =====                 =====            ========
     Cash paid for Income Taxes                                      $ -                   $ -                   $ -
                                                                     =====                 =====            ========
</TABLE>
The accompanying notes are an integral part of these financial statements.

<PAGE>


                                   SHOGI, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           December 31, 2003 and 2002


Note 1 - Organization and Summary of Significant Accounting Policies:
         ------------------------------------------------------------

Organization:

The Company was incorporated on October 20, 1999, in the state of Wyoming. The
Company is in the development stages and was organized for the purpose of
raising capital. The Company's fiscal year end is December 31.

Basis of Presentation - Development Stage Company:

The Company has not earned significant revenues from limited principal
operations. Accordingly, the Company's activities have been accounted for as
those of a "Development Stage Enterprise" as set forth in Financial Accounting
Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by
SFAS 7 are that the Company's financial statements be identified as those of a
development stage company, and that the statements of operations, stockholders'
equity (deficit) and cash flows disclose activity since the date of the
Company's inception.

Basis of Accounting:

The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States.

Cash and Cash Equivalents:
-------------------------

The Company considers all highly liquid debt instruments, with an original
maturity of three months to be cash equivalents.

Use of estimates:

The preparation of financial statements, in conformity with generally accepted
accounting principles, requires management to make estimates and assumptions
that affect certain reported amounts of assets and liabilities at the date of
the financial statements. Actual results could differ from those estimates.

Net Loss Per Share

Net loss per share is based on the weighted average number of common shares and
common shares equivalents outstanding during the period.

Other Comprehensive Income

The Company has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods.

<PAGE>



                                   SHOGI, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           December 31, 2003 and 2002

Note 2 - Federal Income Taxes:

The Company has made no provision for income taxes because there have been no
operations to date causing income for financial statements or tax purposes.

The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards Number 109 ("SFAS 9"). "Accounting for Income
Taxes", which requires a change from the deferred method to the asset and
liability method of accounting for income taxes. Under the asset and liability
method, deferred income taxes are recognized for the tax consequences of
"temporary differences" by applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.

Deferred tax assets:
         Net operating loss carryforwards                     $   2,100
         Valuation allowance                                   (  2,100)
                                                              ----------
         Net deferred tax assets                              $         0
                                                              ===========

At December 31, 2003, the Company had net operating loss carryforwards of
approximately $2,100 for federal income tax purposes. These carryforwards if not
utilized to offset taxable income will begin to expire in 2010.

Note 3 - Capital Stock Transactions:

The authorized capital stock of the Company is 50,000,000 shares of common stock
at $.001 par value. During the period ended December 31, 2003, the Company
issued no shares of common stock.

Note 4 - Related Party Transactions

The officers and directors of this company are also officers and directors of
other companies.

Note 5 - Segment Information

Shogi,  Inc.  operates  primarily  in a single  operating  segment,  the capital
raising business.

Note 6 - Going Concern:

The financial statements of the Company have been presented on the basis that
they are a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has an
accumulated deficit at December 31, 2003 of $2,100.

The future success of the Company is likely dependent on its ability to attain
additional capital, or to find an acquisition to add value to its present
shareholders and ultimately, upon its ability to attain future profitable
operations. There can be no assurance that the Company will be successful in
obtaining such financing, or that it will attain positive cash flow from
operations. Management believes that actions presently being taken to revise the
Company's operating and financial requirements provide the opportunity for the
Company to continue as a going concern.