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                                  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   1-13830
                                                                     -----------


                                 TELESOFT CORP.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                        3443 North Central Avenue, #1800
                             Phoenix, Arizona 85012
                                 (602) 308-2100
- --------------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                      Common Stock, no par value per share
- --------------------------------------------------------------------------------
            (Titles 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)   [x]        Rule 12h-3(b)(1)(i)  [x]
          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           [x]

Approximate number of holders of record as of the certification or notice date:
54
- --

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

Date:  January 8, 2003                 By: /s/ Michael F. Zerbib
       ---------------                     -------------------------------------
                                           Michael F. Zerbib
                                           President, Chief Executive Officer,
                                           Chief Financial Officer and Treasurer


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.