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.

                                                                000-31148
                            Commission File Number ___________________________

                             PENNEXX FOODS, INC.
______________________________________________________________________________
            (Exact name of registrant as specified in its charter)

                  1835 Market Street, Philadelphia, PA 19103
______________________________________________________________________________
(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)


______________________________________________________________________________
(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) [X]       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:

          155
 _______________________________

Pursuant to the requirements of the Securities Exchange Act of 1934 PENNEXX
FOODS, INC. has caused this certification/notice to be signed on its behalf
by the undersigned duly authorized person.

           4-27-06                        /s/ Alexander H. Cook
Date: ___________________________ By: ________________________________________
                                                   Alexander H. Cook

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.
The registrant shall file with the Commission three copies of Form 15, one
of which shall be manually signed. It may be signed by an officer 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.