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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 SUPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE  SECURITES  EXCHANGE ACT OF 1934.

Commission  File Number 000-21717

                            Casco International, Inc.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
 13900 Conlan Circle, Suite 150, Charlotte, North Carolina 28277 (704) 482-9591
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(Address,  including zip code,  and telephone  number,  including  area code, of
registrant's  principal  executive  offices)
                       Common Stock, par value $0.01 per share
- -------------------------------------------------------------------------------
(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 provisions(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:   One

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

Date:       12/28/2001             By: /s/ Charles R. Davis
      -------------------------        -------------------------------------
                                          Charles R. Davis, President and
                                          Director

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. Ther
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.