UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A
                               (AMENDMENT NO. 1)
                  --------------------------------------------
                (Mark One)

        [ X ]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                                             OR

        [     ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

  For the transition period from ..................to.........................

                         Commission File Number 0-21717

                           CASCO INTERNATIONAL, INC.
             (Exact Name of Registrant as specified in its charter)

            Delaware                                   56-0526145
-------------------------------                    ------------------
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification No.)

              13900 Conlan Circle, Suite 150, Charlotte, NC 28277
               (Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code  (704) 482-9591
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $0.01 par value
                         -----------------------------
                                (Title of 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 such
filing requirements for the past 90 days. YES X NO .

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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-K or any amendment to this
Form 10-K. [ ]
<PAGE>

The aggregate  market value of the voting shares held by  non-affiliates  of the
Registrant  as of March 29, 2001 was  $3,009,150  (computed  by reference to the
average bid and asked prices of such shares on such date).

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                CLASS                   OUTSTANDING AT MARCH 29, 2001
                -----                   -----------------------------

Common Stock, par value $0.01 per share              1,774,186


                      DOCUMENTS INCORPORATED BY REFERENCE

None.

<PAGE>


Note:  The  purpose of this  amendment  is due to SEC Staff  comments to a Proxy
Statement filed by the Company.
<TABLE>
<CAPTION>

ITEM 6.  SELECTED FINANCIAL DATA.
(In thousands, except per share data)


                            Year        Year       Year      Year       Year
                           Ended       Ended      Ended     Ended      Ended
                          December    December   December  December   December
                             31,         31,        31,       31,        31,
                            2000        1999       1998      1997       1996
                          --------    --------    -------  --------    -------
<S>                          <C>        <C>          <C>      <C>        <C>

STATEMENT OF OPERATIONS DATA:
Revenues                $   23,545  $  24,199   $ 21,718  $  19,333   $ 21,959
Costs and expenses          22,952     23,549     22,102     20,007     22,542
                        ----------  ---------   --------  ---------   --------

Income (loss) before income taxes and
cumulative effect of change in
  accounting principle        593        650       (384)      (674)      (583)
Benefit (Provision) for
  income taxes               (252)      (293)       146        256        195
                            -------    -------    -------     ------    -------

Income (loss) before extraordinary gain and
     cumulative effect of change in
     accounting principle     341        357       (238)      (418)      (388)
Cumulative effect of change in
     accounting principle *  -----      -----      -----      -----       597
Extraordinary gain on
     retirement of debt      -----      -----       930       -----      -----
                            --------   --------   -------    --------   -------
Net income (loss)       $     341    $   357     $  692    $  (418)    $  209
                        ============ ==========  ========  ==========  ========


PER SHARE DATA:
Income (loss) before cumulative effect of
change in accounting
principle               $    0.19    $  0.20     $(0.13)   $ (0.34)    $(0.39)
Cumulative effect of change in accounting
principle                   -----      -----      -----      -----       0.59
Extraordinary gain on
retirement of debt          -----      -----       0.52      -----      -----
                        ---------    -------     -------   ----------  --------
Income (loss) per
common share            $    0.19    $  0.20     $ 0.39    $ (0.34)    $ 0.20
                        =========    =======     =======   ==========  ========

Weighted average common and common
equivalent shares       1,782,237  1,783,200  1,783,200   1,225,447   1,003,431
                        =========  =========  ========== =========== ===========

*In 1996, the Company  changed its method of accounting  for the  recognition of
revenues relating to advanced deposits.  Effective with the change, revenues are
recognized over the course of the programs based on the Company's historical and
expected redemption percentages. The effect of the accounting change in 1996 was
to  increase  income  before  income  taxes and  cumulative  effect of change in
accounting principle by $209,190.

The Company  has not  declared or paid any cash  dividends  on the Common  Stock
since it was spun off from Pages,  Inc. at the close of business on December 31,
1996.


BALANCE SHEET DATA:
Working capital         $   4,920    $ 4,787     $4,606     $7,202     $5,025

Total assets               16,544     17,344     18,843     16,148     18,249

Long-term debt              2,054      2,190      2,413      4,900      4,125

Stockholders' equity        6,560      6,237      5,880      5,188      3,328
</TABLE>


<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  primary  sources of liquidity  have been cash generated from
operating  activities and amounts  available under its existing credit facility.
The  Company's  primary  uses  of  funds  consist  of  financing  inventory  and
receivables.

     Net working  capital  increased to  $4,920,000 as of December 31, 2000 from
net working  capital of  $4,787,000  as of December 31,  1999.  The increase was
primarily  attributed  to the  Company's  ability to pay down its line of credit
during 2000.

     The  Company  has  adopted a growth  strategy  which  will be  accomplished
through increased  efforts of the Company's  existing highly trained sales force
and the use of  independent  field  representatives  in order to expand  current
market  share  and  enter  into new  markets.  As a result of a change in market
conditions,  the Company  discontinued  its  efforts to enter the  e-fulfillment
business.

     The Company  anticipates  that  operating cash flows during the next twelve
months,  coupled with its ability to borrow under the credit facility will cover
operating  expenditures and meet the short-term debt obligations.  The Company's
credit facility is due and payable in full on July 30, 2001. Although the lender
has not issued a commitment to do so, the Company's relationship with its lender
is  favorable  and the  Company  anticipates  that the credit  facility  will be
renewed when due.

     Current assets decreased  approximately  $429,000 due mostly from decreases
in  inventory  ($398,000).  The  decrease  in  inventory  is due to an  improved
purchasing  strategy coupled with an improved  processing and inventory ordering
system.  Current liabilities  decreased  approximately  $562,000 due mostly from
decreases in short-term debt  obligations  ($642,000),  and accounts payable and
accrued  liabilities  ($451,000),  and  taxes  payable  ($230,000)  offset by an
increase  of advance  deposits  ($760,765).  The  decrease  in  short-term  debt
obligations  was due to the pay down of the line of credit  from the excess cash
generated  from  operations.  The  decrease in  accounts  payable was due to the
decreased inventory  purchases.  The increase in advance deposits was due to the
change in the mix of prepaid deposits from noncurrent to current.

     Cash  decreased  approximately  $2,200.  Net cash provided  from  operating
activities was approximately  $1,145,000.  Net cash used in investing activities
was  approximately  $352,000  due to payments for  purchases of new  information
systems. Net cash used by financing activities was approximately $795,000, which
was due to the  reduction on the line of credit and the purchase of 9,014 shares
of Company stock at $2 per share.  The Company does not  anticipate any material
expenditures  for property and equipment  during the next twelve months,  out of
the ordinary course of business. Management believes that present resources will
meet anticipated requirements for its current operations.
<PAGE>

     The Company is aware of no trends or demands,  commitments or uncertainties
that will result in, or that management believes are reasonably likely to result
in, the Company's liquidity  increasing or decreasing in any material way in the
short term. The Company is concerned with the uncertainty of the economy and the
uncertainty  of the  increased  unemployment  rates in recent  months.  If these
trends would  continue it could  affect the  liquidity in an adverse way over an
extended   period  of  time.   The  Company  is  aware  of  no  legal  or  other
contingencies,  the effect of which are believed by  management to be reasonably
likely to have a material adverse effect on the Company's financial statements.


                         NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

Note 1 - Nature of Business and Summary of Significant Accounting Policies

BASIS OF PRESENTATION

     On February 28, 1990, in a transaction accounted for as a purchase,  all of
the  outstanding  stock of the Company was  acquired by Pages,  Inc.  ("Pages").
These  financial  statements  were  prepared  under the  resulting  new basis of
accounting  that  reflects the fair values of assets  acquired  and  liabilities
assumed.

     On July 30, 1998 the Company entered into an agreement with Awards & Gifts,
Inc. and Richard W. Terlau, Jr., providing for the purchase of substantially all
assets and certain  liabilities  of Awards & Gifts by the  Company.  The Company
utilized purchase accounting for this acquisition.  Under the terms of the Asset
Purchase Agreement,  the assets included Awards & Gifts customer list, machinery
and equipment, inventories, Awards & Gifts intellectual property assets, prepaid
expenses,  and a real property lease. The purchase price for the assets was $1.5
million with certain  adjustments made for pro-rated items, with $1.3 million in
cash and a $200,000  promissory  note.  The note is  secured  by an  Irrevocable
Standby Letter of Credit issued by Branch Banking & Trust Company.  The purchase
price  under  the  Asset  Purchase  Agreement  was  determined  by arm's  length
negotiations  between  the  parties  based on the  market  value  of the  assets
purchased and sold. The goodwill  acquired in this transaction will be amortized
over fifteen years using the straight-line  method. The acquisition was financed
with  proceeds from its revolving  credit  facility with Branch  Banking & Trust
Company. The Buyer and the Seller mutually agreed on the following allocation of
the purchase price among the Assets:

Inventory                            $122,832
Computer Equipment                     10,000
Office Equipment                       10,000
Furniture and Fixtures                 30,000
Goodwill                            1,326,633

None of the  Seller's  liabilities  were  assumed  by the  Buyer.  There were no
adjustments  between  the  Seller's  financial   statements  and  the  Company's
financial statements.

<PAGE>

     On October 1, 1998 the Company  entered  into an  agreement  with  American
Awards & Gifts,  Inc.  and Frank G. and Judith J.  McGinnis,  providing  for the
purchase of substantially all assets and certain  liabilities of American Awards
& Gifts, Inc. by the Company.  The Company utilized purchase accounting for this
acquisition.  Under  the  terms of the  Asset  Purchase  Agreement,  the  assets
included American Awards & Gifts customer list,  machinery and equipment,  tools
and dies,  inventories,  intellectual  property assets, and general intangibles,
the  liabilities  included  the  assumption  of certain  accounts  payable.  The
purchase  price for the assets was $255,177 with $100,000 in cash and a $155,177
promissory  note.  The purchase  price under the Asset  Purchase  Agreement  was
determined by arm's length negotiations  between the parties based on the market
value  of  the  assets  purchased  and  sold.  The  goodwill  acquired  in  this
transaction will be amortized over fifteen years using the straight-line method.
The Buyer and the Seller  mutually  agreed on the  following  allocation  of the
purchase price among the Assets:

Furniture and Fixtures          $10,000
Tools & Dies                     12,000
Inventory                         1,500
Non-Competition Agreement        36,000
Goodwill                        195,677

None of the  Seller's  liabilities  were  assumed  by the  Buyer.  There were no
adjustments  between  the  Seller's  financial   statements  and  the  Company's
financial statements.

REVENUE RECOGNITION

     Revenues from the sale of incentive  awards are generally  recognized  upon
shipment and delivery of the related  merchandise  except for revenue recognized
for advanced deposits for certain programs. Advance deposits are recognized upon
shipment  and  delivery  of the  related  goods.  Additionally,  management  has
estimated, based on prior experience, the percentage of programs that will never
ship.  These  revenues  are  recognized  as revenue  over the  contract  period.
Revenues  from services are  insignificant.  Returns from the sales of incentive
awards and from services are insignificant.
<PAGE>

ACCOUNTS RECEIVABLE

     The  Company  sells its  products  to numerous  commercial  and  industrial
customers across the United States and Canada. The accounts  receivable are well
diversified and are expected to be repaid in the normal course of business.  The
Company has not provided any allowance for sales,  returns and allowances  based
on  management's  estimates of  collection.  Returns from the sales of incentive
awards and from  services are  insignificant.  The Company has elected to record
bad debts  using the direct  write-off  method.  Generally  Accepted  Accounting
Principles  require that the  allowance  method be used to recognize  bad debts;
however,  Management  believes that the amounts of accounts  receivable that are
directly  written off are not  material.  The amount of direct  write-offs  were
$46,872 and $13,990 at December 31, 2000 and December 31, 2001 respectively.


Note 2 - STOCK OPTIONS AND WARRANTS

     At December 31, 2000,  935,000  common  shares of the Company were reserved
for issuance under the incentive stock option plans, 40,000 shares were reserved
under the  non-employee  director  stock option plans and 1,620,000  shares were
reserved  under  outstanding  warrants.  The 2000 option plan of 100,000  shares
includes both  employees and  directors.  The 1999 option plan of 600,000 shares
includes both  employees and directors.  Additionally,  200,000 common shares of
the Company were reserved under a performance option plan for the President.
<TABLE>
<CAPTION>


                             December 31, 2000            December 31, 1999
                       --------------------------    --------------------------
                                    Weighted Average           Weighted Average
Incentive Stock
Option Plan             Number       Exercise Price    Number   Exercise Price
---------------        --------     ----------------  --------  ---------------
<S>                      <C>              <C>             <C>         <C>

  Outstanding, beginning
   of year              601,140         $2.0212         273,140      $2.8001
  Granted                66,000         $2.7347         421,500      $1.7649
  Canceled              117,360         $2.1302          93,500      $2.3529
  Exercised               None            -----           None        -----
                       ---------------------------    -------------------------
Outstanding, end
  of year               549,780         $2.2177         601,140      $2.1438
                       ---------------------------    -------------------------

Exercise price range of
options outstanding     $1.0000                         $1.0000
                             to                              to
                        $4.2400                         $3.7037

Non-Employee Director Option Plan
---------------------------------
  Outstanding, beginning
   of year              220,800         $2.0212          55,800      $2.8094
  Granted                10,000         $4.1250         180,000      $1.7500
  Canceled                None            -----          15,000      $2.0000
  Exercised               None            -----            None       -----
                        ---------------------------    ------------------------
Outstanding, end
  of year               230,800          2.1124         220,800      $2.0212
                        ---------------------------    ------------------------

Exercise price
range of options
outstanding               $1.75                           $1.75
                             to                              to
                          $4.17                           $4.17

</TABLE>

<PAGE>

     The weighted average remaining life on options  outstanding at December 31,
2000 is 4.19 years.

     The incentive stock options are exercisable at the fair market value on the
date of grant,  and were  available  from the 1996,  1997,  1999 and 2000  stock
option plans. The options  outstanding at December 31, 2000 are exercisable from
January 17, 2002, through July 31, 2005.

     The non-employee  Director options are exercisable at the fair market value
on the date of grant. The non-employee  Director options outstanding at December
31, 2000 are exercisable through October 12, 2003.

     Warrants to purchase 1,560,000 shares of CASCO  INTERNATIONAL,  INC. common
stock were issued in September 1997 as part of the unit  offering.  The warrants
are exercisable for five years from the date of issuance at $5.50 per share.

     Warrants to purchase  30,000 shares of CASCO  International,  Inc.,  common
stock were issued February 28, 1998 to R. L. Renck & Co., Inc. The Warrants vest
at 2,500 per month  commencing  on  February  28,  1998 and  continuing  through
January 31,  1999 at an  exercise  price of $3.00 per share.  The  warrants  are
exercisable for five years from the date of issuance. The warrants are valued at
the fair market value of the common stock at the date of grant.

     Additional warrants to purchase 30,000 shares of CASCO International, Inc.,
common  stock were issued June 27, 1999 to R. L. Renck & Co.,  Inc. The warrants
vest at 10,000  shares on June 27, 1999 then at a rate of 2,500 shares per month
from June 27, 1999 to February 26, 2000 at an exercise price of $2.75 per share.
The warrants are exercisable for five years from the date of issuance.  The fair
market value of common stock at the date of grant was $1.94.

<TABLE>
<CAPTION>

                                                                     Proceeds
                      Date Granted or      Shares      Exercise     to Company
                          Issued         Exercisable     Price    Upon Exercise
                         --------        -----------    -------   -------------
Incentive
Stock Options:
-------------
<S>                      <C>                 <C>          <C>           <C>

1996 Plan             January 17, 1997      14,580      $3.7037      $54,000
1996 Plan             March 26, 1997         5,400       3.7037       20,000
1996 Plan             March 12, 1997        37,800       3.2407      122,498
1997 Plan             December 29, 1997      7,000       3.0625       21,438
1997 Plan             January 20, 1998      60,000       2.8750      172,500
1997 Plan             March 3, 1998         20,000       2.8125       56,250
1997 Plan             April 1, 1998          5,000       3.5000       17,500
1997 Plan             October 12, 1998       5,000       1.0000        5,000
1997 Plan             May 27, 1999         349,000       1.7500      610,750
1999 Plan             January 19, 2000      20,000       2.0600       41,200
1999 Plan             February 1, 2000      20,000       2.1300       42,600
1999 Plan             April 25, 2000         1,000       4.2400        4,240
2000 Plan             July 31, 2000          5,000       2.6100       13,050

Non-Employee
Director Options:
----------------
1996 Plan             June 25, 1997         10,800     $4.1667        45,000
1996 Plan             January 20, 1998      30,000      2.8750        86,250
1997 Plan             May 27, 1999         180,000      1.7500       315,000
1999 Plan             April 5, 2000         10,000      4.1300        41,300


Warrants:
--------
                      September 19, 1997 1,560,000       $5.50     8,580,000
                      February 28, 1998     30,000        3.00        90,000
                      June 27, 1999         30,000        2.75        82,500
                                         ---------                 ---------

Total                                    2,400,580               $10,421,076
                                         =========               ===========
</TABLE>
<PAGE>


     Pro forma  information  regarding  net  income  and  earnings  per share is
required by SFAS 123, and has been  determined  as if the Company had  accounted
for its employee  stock options  under the fair value method of that  Statement.
The fair value for these  options  was  estimated  at the date of grant  using a
Black-Scholl's   option  pricing  model  with  the  following  weighted  average
assumptions for 2000, 1999, and 1998.

<TABLE>
<CAPTION>

                                             2000    1999    1998
                                             ----    ----    ----
<S>                                            <C>    <C>    <C>

Risk-free interest rate                       6%       6%      6%
Dividend yield                                0%       0%      0%
Volatility factor                           105.0%   104.4%  107.7%
Weighted average expected life in years       3.3      5       5
</TABLE>


     For  purposes of pro forma  disclosures,  the  estimated  fair value of the
options is amortized to expense over the options' vesting period.  The Company's
pro forma net income (loss) and earnings per share were as follows:

<TABLE>
<CAPTION>


                                          2000       1999       1998
                                        --------   --------   --------
<S>                                       <C>         <C>         <C>

Net income as reported                  $340,994   $357,495   $692,266
Net income-pro forma                     240,594    357,495    623,266
Income per common share -
   as reported                          $   .19    $    .20   $   .39
Income per common shares -
   pro forma                            $   .13    $    .13   $   .35
Weighted average fair value of
   options granted during the year      $  2.73    $   1.76   $  2.53
</TABLE>

     These pro forma  calculations  only include the effects of 2000,  1999, and
1998 grants. As such, the impacts are not necessarily  indicative of the effects
on reported net income of future years.


Note 3 - DEBT OBLIGATIONS

        Debt obligations consisted of the following:
<TABLE>
<CAPTION>

                                        December 31,            December 31,
                                            2000                    1999
                                        -----------             ------------
<S>                                      <C>                      <C>

Line of  credit  with  interest  at
prime  plus 1/4  percent;  interest
payable monthly,  maturing on
July 30, 2001,  collateralized by
accounts  receivable and
inventory of the Company
($3,280,226 available at
December 31,2000).                      $1,719,774              $2,262,189



First National Bank first deed of trust
on the Shelby facilities.  Payable in
monthly installments of $24,088 including
interest (7 1/2 percent) through March of
2013.  The term of the loan is fifteen years,
callable after five years and guaranteed
by the President.                       2,101,892               2,209,767



Promissory note payable with interest at 8
percent, payable in two annual installments
through July 30, 2000.  Collateralized by
letter of credit at Branch Banking & Trust. -----                100,000


Promissory note payable with interest at 6
percent, payable in monthly installments
through October 1, 2003.                  91,055                 118,225
                                      ----------               ----------

Current portion                        3,912,721               4,690,181
Long term portion                      1,858,485               2,500,465
                                      ----------               ----------
                                      $2,054,236              $2,189,716
                                      ==========              ==========
</TABLE>

     The  interest  rate for the line as of December 31, 2000 and 1999 was prime
plus 1/4 percent and prime plus 1/2 percent, respectively.

     The prime  interest  rate at December 31, 2000 and 1999 was 9.5 percent and
8.5 percent,  respectively. The carrying amount of the Company's short-term debt
obligations approximates fair value.
<PAGE>

     The line of credit  facility also  includes  certain  financial  covenants,
including  covenants that the Company  maintain  certain  financial  ratios.  In
addition,  the credit  facility  contains  limitations on capital  expenditures,
fixed  asset  sales,  loans  and/or  advances  to  shareholders  and  employees,
restrictions  on operating  leases and  limitation  on dividends  paid on common
stock to  $100,000  annually.  The  Company  was in  violation  of one  covenant
pertaining  to purchase of its common  stock.  The Company has received a waiver
for this  violation for the year ended December 31, 2000. The treasury stock was
purchased from a third-party stockholder at the fair market value at the date of
the purchase.  The bank waiver was a one-time waiver for the year ended December
31, 2000 and when the line of credit was  renegotiated  in July 2001,  this loan
covenant was removed from the loan  agreement.  As the line of credit was due in
July 2001,  it was  included in the  current  portion of  long-term  debt in the
financial statements.

The  aggregate  long-term  debt payments as of December 31, 2000 for each of the
next three years are:

                2001              1,858,485
                2002                152,266
                2003              1,901,970
                Total            $3,912,721
                                  =========


Note 4 - COMMITMENTS AND CONTINGENCIES

     The Company is obligated  under various  non-cancelable  operating  leases.
Operating leases are principally for office and warehouse facilities,  equipment
and vehicles. Rent expense under operating leases amounted to $248,571, $269,962
and  $152,128,   for  the  years  ended  December  31,  2000,   1999  and  1998,
respectively.  The future minimum rentals under non-cancelable  operating leases
during subsequent fiscal years are as follows:

                    YEARS ENDING
                    DECEMBER 31,
                        2001                    $  236,910
                        2002                       123,518
                                                ----------
                                                $  360,428
                                                ==========
<PAGE>



Note 10 - Quarterly Results (Unaudited)

     Summary data relating to the results of operations  for each quarter of the
years ended  December 31, 2000 and 1999 follows (in  thousands  except per share
amounts):

<TABLE>
<CAPTION>


                                                Three Months Ended
                        Mar. 31         Jun. 30         Sept. 30        Dec. 31
-------------------------------------------------------------------------------
<S>                      <C>             <C>              <C>             <C>

Fiscal year 2000
  Net Revenue           $5,243          $5,355          $4,551          $8,397
  Gross profit           2,507           2,529           2,228           3,646
  Income (loss) from
    continuing operations   46              49            (244)          1,044
  Net income (loss)        (11)            (11)           (197)            560
  Income (loss) from
    continuing operations
    per common share
      Basic             $  .03          $  .03          $ (.14)         $  .59
      Diluted           $  .03          $  .03          $ (.14)         $  .52
  Net income
     Basic              $ (.01)         $  .00          $ (.11)         $  .31
     Diluted            $ (.01)         $  .00          $ (.11)         $  .28

Fiscal year 1999
  Net Revenue           $5,966          $5,869          $4,268          $8,095
  Gross profit           2,942           2,586           2,010           3,343
  Income (loss) from
    continuing operations  582              44            (348)            745
  Net income (loss)        288             (26)           (269)            365
  Basic and diluted
    income (loss) from
    continuing operations
    per common share    $  .33          $  .02          $ (.20)         $  .42
  Net income
     Basic              $  .16          $ (.01)         $ (.15)         $  .20
     Diluted            $  .16          $ (.01)         $ (.15)         $  .20
-------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                  SCHEDULE II

                 Valuation and Qualifying Accounts and Reserves
              for the years ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>

                                        Additions
                                ---------------------------
                                           Charged to
                   Balance at   Charged to    other                  Balance at
                   Beginning    costs and    accounts-   Deductions-    End of
Description        of period     expenses    describe     describe      period
--------------------------------------------------------------------------------
<S>                     <C>        <C>         <C>          <C>          <C>

2000 Inventory Reserve 90,656       0           0             0         90,656
1999 Inventory Reserve 90,656       0           0             0         90,656
1998 Inventory Reserve 90,656       0           0             0         90,656
</TABLE>

<PAGE>




                           CASCO INTERNATIONAL, INC.

                         INDEX TO FINANCIAL STATEMENTS


                                                                Page
Independent Auditors' Report--                                   29
Hausser + Taylor LLP - for the years ended December 31, 2000, 1999 and 1998.

Statements of operations--                                       30
Years ended December 31,  2000, 1999 and 1998.

Balance sheets--                                                 31
December 31, 2000 and December 31, 1999.

Statements of cash flows--                                       33
Years ended December 31, 2000, 1999 and 1998.

Statements of stockholders' equity--                             34
Years ended December 31, 2000, 1999 and 1998.

Notes to the financial statements--                              35
Years ended December 31, 2000, 1999 and 1998.

Financial Statement Schedule                                     27
        Schedule II - Valuation and Qualifying Accounts and Reserves

     All  other  schedules  are  omitted,   not  applicable  under  the  related
instructions, and therefore have been omitted.

<PAGE>

REPORT OF INDEPENDENT AUDITORS


To the Board of Directors and Stockholders of
CASCO INTERNATIONAL, INC.
Shelby, North Carolina

We have audited the accompanying  balance sheets of CASCO  INTERNATIONAL,  INC.,
(the "Company"), as of December 31, 2000 and 1999, and the related statements of
operations,  stockholders' equity, and cash flows for each of the three years in
the period  ended  December  31, 2000.  Our audits also  included the  financial
statement  schedule  listed  in the  Index to the  Financial  Statements.  These
financial  statements and financial statement schedule are the responsibility of
the Company's  management.  Our  responsibility  is to express an opinion on the
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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,  such  financial  statements  and financial  statement  schedule
present fairly, in all material respects,  the financial position of the Company
as of December 31, 2000 and 1999, and the results of its operations and its cash
flows for each of the three  years in the  period  ended  December  31,  2000 in
conformity with generally accepted accounting principles.


                                                /s/ Hausser +  Taylor LLP

Columbus, Ohio
March 19, 2001