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

                                    FORM 10-Q

         (Mark One)
[ X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

                    For Quarterly Period Ended March 31, 2000


                                       OR

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

                         Commission File Number 0-21717

                            CASCO INTERNATIONAL, INC.

Incorporated - Delaware                     I.R.S. Identification No. 56-0526145

         13900 Conlan Circle, Suite 150, Charlotte, North Carolina 28277

                  Registrant's Telephone Number (704) 482-9591

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common  stock,  as  of  latest   practicable   date:   1,783,200  common  shares
outstanding, each with par value $0.01, as of May 1, 2000.




<PAGE>


                                   PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>


                            CASCO INTERNATIONAL, INC.
                                 BALANCE SHEETS
                      March 31, 2000 and December 31, 1999
                                    Unaudited



                 ASSETS                                 2000            1999
                                                   ------------    ------------
<S>                                                <C>              <C>

Current Assets:
     Cash ........................................ $      1,797    $      6,797
     Accounts receivable .........................    2,961,082       4,910,886
     Inventory ...................................    4,430,765       4,714,063
     Prepaid expenses ............................    1,006,242       1,033,274
     Deferred tax asset ..........................      102,000         102,000
                                                   ------------    ------------

                 Total current assets ............    8,501,886      10,767,020

Buildings and equipment:
     Buildings ...................................    2,638,115       2,627,727
     Equipment ...................................    3,245,607       3,223,615
                                                   ------------    ------------

                                                      5,883,722       5,851,342
     Less accumulated depreciation ...............   (2,681,938)     (2,540,828)
                                                   ------------    ------------
                                                      3,201,784       3,310,514
Land .............................................      111,468         111,468
                                                   ------------    ------------

                 Total property and equipment, net    3,313,252       3,421,982

Other assets:
     Cost in excess of net assets acquired, net of
     accumulated amortization of $513,733 and
     $479,819 respectively .......................    2,372,336       2,406,250
Other ............................................      759,611         748,376
                                                   ------------    ------------

                                                      3,131,947       3,154,626
                                                   ------------    ------------

TOTAL ASSETS ..................................... $ 14,947,085    $ 17,343,628
                                                   ============    ============


</TABLE>





    The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
<CAPTION>



                            CASCO INTERNATIONAL, INC.
                                 BALANCE SHEETS
                      March 31, 2000 and December 31, 1999
                                    Unaudited


     LIABILITIES AND STOCKHOLDERS' EQUITY               2000           1999
                                                   ------------    ------------
<S>                                                 <C>             <C>


Liabilities:
     Accounts payable ............................ $    454,780    $    965,112
     Short-term debt obligations .................    1,230,653       2,500,465
     Accrued liabilities .........................      155,328         304,273
     Advanced deposits-current ...................    1,854,785       1,854,785
     Accrued taxes payable .......................         --           355,000
                                                   ------------    ------------

                 Total current liabilities........    3,695,546       5,979,635
                                                   ------------    ------------

Long-term debt ...................................    2,152,565       2,189,716
Advanced deposits-noncurrent .....................    2,346,240       2,402,975
Deferred tax liability ...........................      526,375         533,775
                                                   ------------    ------------

Total Liabilities ................................    8,720,726      11,106,101
Commitments and contingencies ....................         --              --

Stockholders' equity:
     Preferred Shares:  $.01 par value; authorized
       300,000 shares; none issued and outstanding         --              --
     Common Shares par value $.01, authorized
       5,000,000, issued 1,783,200 ...............       17,832          17,832
     Capital in excess of par value ..............    6,417,586       6,417,586
     Accumulated deficit .........................     (209,059)       (197,891)
                                                   ------------    ------------

                 Total stockholders' equity ......    6,226,359       6,237,527
                                                   ------------    ------------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ....... $ 14,947,085    $ 17,343,628
                                                   ============    ============

</TABLE>



    The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
<CAPTION>


                            CASCO INTERNATIONAL, INC.
                            STATEMENTS OF OPERATIONS
               For the three months ended March 31, 2000 and 1999
                                    Unaudited

                                                      Three Months
                                                --------------------------
                                                   2000           1999
                                                -----------    -----------
<S>                                              <C>            <C>


Revenue .....................................   $ 5,242,964    $ 5,965,523

Operating costs and expenses:
     Cost of goods sold .....................     2,735,951      3,024,033
     Selling, general and administrative ....     2,271,797      2,186,339
     Depreciation and amortization ..........       188,975        173,525
                                                -----------    -----------

          Total operating costs and expenses      5,196,723      5,383,897

Operating income ............................        46,241        581,626

Other income and (expenses)
     Interest expense .......................       (64,811)      (101,358)
                                                -----------    -----------
          Total other income and (expenses) .       (64,811)      (101,358)

Income(loss) before income taxes ............       (18,570)       480,268
Deferred (provision) benefit for income taxes         7,400       (192,100)
                                                -----------    -----------

Net Income(loss) ............................   $   (11,170)   $   288,168
                                                ===========    ===========


EARNINGS PER SHARE BASIC AND DILUTIVE
Net Income (loss) ...........................   $     (0.01)   $      0.16
                                                ===========    ===========


Weighted average common shares outstanding ..     1,783,200      1,783,200
                                                ===========    ===========



</TABLE>


    The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
<CAPTION>


                            CASCO INTERNATIONAL, INC.
                            STATEMENTS OF CASH FLOWS
               For the three months ended March 31, 2000 and 1999
                                    Unaudited

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

Cash flows from operating activities:
     Net income(loss) ...............................$   (11,170)   $   288,168
     Adjustments to reconcile net income (loss) to cash
        provided by operating activities:
        Depreciation and amortization ...............    188,975        173,525
        Deferred provision (benefit) ................     (7,400)       192,100
        Changes in assets and liabilities:
        (Increase) decrease in assets:
           Accounts receivable ......................  1,949,804      2,064,172
           Inventory ................................    283,298         67,489
           Prepaid expenses and other assets ........     10,793         (6,456)
        Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities .   (659,277)      (760,495)
           Taxes payable ............................   (355,000)          --
           Advance deposits .........................    (56,735)      (268,070)
                                                     -----------    -----------
             Total adjustments ................ ..     1,354,458      1,462,265
                                                     -----------    -----------
Net cash provided by operating activities ........     1,343,288      1,750,433
                                                     -----------    -----------
Cash flows from investing activities:
     Sale of equipment ...........................        17,890           --
     Payments for purchases of property and equipment    (59,215)      (139,226)
                                                     -----------    -----------

Cash used in investing activities ................       (41,325)      (139,226)

Cash flows from financing activities:
     Proceeds from debt obligation ...............     4,887,579      5,037,910
     Principal payments on debt ..................    (6,194,542)    (6,688,275)
                                                     -----------    -----------
Cash used in financing activities ................    (1,306,963)    (1,650,365)

Decrease in cash .................................        (5,000)       (39,158)
Cash, beginning of period ........................         6,797        107,482
                                                     -----------    -----------
Cash, end of period ..............................   $     1,797    $    68,324
                                                     ===========    ===========
Other Cash Flow Information:
     Cash payments during the year for:
        Interest .................................   $    73,427    $    81,206
        Income taxes, net of refunds .............       355,000           --


</TABLE>


    The accompanying notes are an integral part of the financial statements.


<PAGE>

                            CASCO INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                    Unaudited

         The  accompanying  financial  statements  have  not been  audited,  but
reflect all adjustments which, in the opinion of management, are necessary for a
fair  presentation of financial  position,  results of operations and cash flows
for the periods presented. All adjustments are of a normal and recurring nature.
These consolidated  financial  statements should be read in conjunction with the
Company's  audited  financial  statements  and notes thereto for the fiscal year
ended December 31, 1999.

         Effective  at the close of business on December  31,  1996,  a tax free
spin off of the  Company's  common  stock from its former  parent,  Pages,  Inc.
("Pages"),  was completed (the "Distribution").  In the Distribution,  for every
ten  shares of Pages  common  stock  outstanding  on the  record  date,  one and
one-half  shares  of  the  Company's  common  stock  was  distributed  to  Pages
shareholders.

         During the three  months  ended March 31,  2000,  options  were granted
under the Company's 1999 Stock Option Plan as shown on the following  table. The
ending and average  market  price of the  Company's  Stock for the three  months
ended March 31, 2000 was $4.469 and $3.592 respectively.

<TABLE>
<CAPTION>

        Date                           Shares
     Granted or                      Reserved and            Exercise
       Issued                        Exercisable              Price
----------------------           ------------------      --------------
<S>                              <C>                     <C>

1999 STOCK OPTION PLAN
January 19, 2000 .....                  20,000               $   2.06
February 1, 2000 .....                  20,000               $   2.13
March 6, 2000 ........                  20,000               $   3.97
</TABLE>


ITEM 2: MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Quarter Ended March 31, 2000 Compared to Quarter Ended March 31, 1999:

         Revenues for the three months ended March 31, 2000  approximated  $5.24
million,  compared to $5.97 million in revenues for the three months ended March
31,  1999,  a decrease  of 12.1% or  approximately  $723,000.  The  decrease  is
attributable  to some one-time  incentive  sales in 1999 coupled with a delay of
sales to current customers in 2000.
<PAGE>

         Cost  of  goods  sold  for  the  three  months  ended  March  31,  2000
approximated $2.74 million,  compared to approximately  $3.02 million of cost of
goods sold for the three  months  ended  March 31,  1999,  a decrease of 9.5% or
approximately  $288,000.  The decrease in cost of goods sold was attributable to
the  decrease in  revenues.  As a  percentage  of  revenues,  cost of goods sold
increased to 52.2% for the three months ended March 31, 2000, from 50.7% for the
three months ended March 31, 1999.  The 1.5%  increase in the cost of goods sold
as a percentage  of revenues  was  principally  attributable  to a change in the
product mix.

         Selling, general, and administrative expense for the three months ended
March 31, 2000  approximated  $2.27  million,  compared to $2.19 million for the
three  months  ended  March 31,  1999,  an  increase  of 3.91% or  approximately
$85,000.  The  increase in selling,  general,  and  administrative  expense were
principally  attributable to expansion of the internal  employed sales force and
the cost  associated  with  preparations  to launch the  Company's  efulfillment
subsidiary.  Those  costs  were  in  part  offset  by the  consolidation  of the
Company's  Wisconsin  facility  into its Shelby  facility.  As a  percentage  of
revenues,  selling,  general and administrative  expenses increased to 43.3% for
the three  months  ended March 31,  2000,  from 36.7% for the three months ended
March 31, 1999.  The 6.6% increase as a percentage  of revenues was  principally
attributable to the expansion of the internal  employed sales force and the cost
associated with preparations to launch the Company's efulfillment subsidiary.

         Interest expense was  approximately  $65,000 for the three months ended
March 31, 2000,  compared to $101,000 for the three months ended March 31, 1999,
a decrease of  approximately  $36,000.  The  decrease  in  interest  expense was
primarily due to a decreased  average  balance on the Company's  line of credit.
The average  outstanding  debt for the first three  months in 2000  approximated
$3.14  million  compared to $5.2  million  for the first  three  months in 1999.
Additionally,  the  average  interest  rate for the first  three  months in 2000
approximated 8.04% compared to approximately 7.84% for the same period in 1999.

         Depreciation and amortization  expense was  approximately  $189,000 for
the three months ended March 31, 2000, compared to $174,000 for the three months
ended March 31, 1999, an increase of 8.9% or approximately $15,000. The increase
in depreciation  and  amortization  expense was principally  attributable to the
depreciation of newly acquired assets in 1998.

         Income tax  benefit  was $7,400 for the three  months  ended  March 31,
2000, compared to an income tax provision of $192,100 for the three months ended
March 31, 1999. The provisions  for income tax benefit were  calculated  through
the use of estimated income tax rates based upon the income before taxes.

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,
receivables and acquisitions.
<PAGE>

        The  Company has adopted a growth  strategy  which will be  accomplished
through increased  efforts of the Company's  existing highly trained sales force
in order to expand current market share and enter into new markets.  The Company
is also preparing to launch the Company's efulfillment subsidiary.

        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  excluding the
Company's  efulfillment  subsidiary.  The Company's  credit  facility is due and
payable  in full on  July  30,  2000.  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.

        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.  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 paid 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 the Company's  revolving
credit facility with Branch Banking & Trust Company.

        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.  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.

        Management   believes  that  present  resources  will  meet  anticipated
requirements for operations of the business.

        The Company does not  anticipate  any material  expenditures  out of the
ordinary  course of business for property and  equipment  during the next twelve
months, excluding any expenditures required to launch the Company's efulfillment
subsidiary.  The Company  plans to raise  approximately  $25 million to fund its
efulfillment subsidiary and has engaged an investment banker for that purpose.
<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.  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.


SEASONALITY

        The Company's business is highly seasonal, with approximately 30% of its
revenues and most of its profits  recorded in the months of November,  December,
and January. As a result, the Company's working capital requirements are highest
during  November and December when the  combination of receivables and inventory
are at peak levels.  The Company typically  experiences losses in its second and
third quarters.

         As the results from the Company's growth strategy develop,  the effects
of seasonality should be diminished.  The business segments on which the Company
has chosen to focus offer  steadier  revenue flows,  as well as more  consistent
requirements for working capital.


INFLATION

        Although the Company cannot  determine the precise effects of inflation,
inflation has an influence on the cost of the  Company's  products and services,
supplies, salaries, and benefits. The Company attempts to minimize or offset the
effects of inflation through increased sales volumes and sales prices,  improved
productivity,  alternative  sourcing of products and supplies,  and reduction of
other costs.  The Company  generally has been able to offset the impact of price
increases  from  suppliers by increases in the selling  prices of the  Company's
products and services.

<PAGE>

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain  statements  contained  in this Form 10-Q  under  "Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
regarding matters that are not historical facts and "forward looking statements"
(as such term is  defined in the  Private  Securities  Litigation  Reform Act of
1996) and  because  such  statements  involve  risks and  uncertainties,  actual
results  may  differ   materially  from  those  expressed  or  implied  by  such
forward-looking  statements.  Those  statements  include  remarks  regarding the
intent,  belief, or current expectations of the Company,  its directors,  or its
officers with respect to, among other things:  (i) future  operating cash flows;
(ii) the  Company's  financing  plans,  (iii)  the  Company's  growth  strategy,
including  the  expansion  of current  market  share and the  entrance  into new
markets,  and  (iv)  the  Company's  plans to  raise  funds  to  capitalize  its
efulfillment  subsidiary.  Prospective  investors  are  cautioned  that any such
forward-looking  statements are not guarantees of future performance and involve
risks and  uncertainties,  and that actual  results may differ  materially  from
those  projected  in the  forward-looking  statements  as a  result  of  various
factors.  The accompanying  information  contained in this Form 10-Q,  including
without  limitation and  information  set forth under the heading  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations",
identifies important factors that could cause such differences.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The  Company is exposed to the impact of interest  rate  changes on its
debt  obligations.  The Company is not exposed to foreign currency exchange rate
risk or investment risk.

        Interest  Rate Risk.  The  Company's  exposure  to market  rate risk for
changes in interest  rates relates  primarily to the Company's  short-term  debt
obligation  line of credit.  The  interest  rate on this line of credit is prime
plus 1/2 percent.  The prime  interest  rate at March 31, 2000 was 9.00 percent.
The Company's line of credit is renewable and negotiable yearly. The fluctuation
of the interest rate may increase  interest  expense if the prime  interest rate
increases before the line of credit could be renegotiated to a fixed rate loan.
<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1:   LEGAL PROCEEDINGS

         The Company is not involved in any material pending legal  proceedings,
other than ordinary, routine litigation incidental to its business.

ITEM 2:   CHANGES IN SECURITIES
              None

ITEM 3:   DEFAULTS UPON SENIOR SECURITIES
              None

ITEM 4:   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
              None

ITEM 5:   OTHER INFORMATION
              The  Company  has  engaged  an  investment  banker to assist it in
              raising  approximately $25 million in capital to fund a subsidiary
              of the  Company  which will engage in the  business  of  providing
              fulfillment services to ecommerce businesses. The terms upon which
              the funds will be  provided  have not been  determined,  but it is
              anticipated  that  the  funds  will be  invested  directly  in the
              subsidiary.  There can be no  assurances  that the  funds  will be
              available.
<PAGE>

ITEM 6:   EXHIBITS AND REPORTS ON FORM 8K


         Exhibit                                                       Method
         Number                Description                           of filing

         1                     Underwriting Agreement                    1

         2                     Agreement and Plan of Merger              1

         3 (i) .1              Certificate of Incorporation              1

         3 (i) .2              Certificate of Amendment to
                               Certificate of Incorporation              1

         3 (ii)                Bylaws                                    1

         4.1                   Form of Stock Certificate                 1

         4.2                   Warrant Agreement                         1

         4.3                   Form of Warrant Certificate               1

         4.4                   Form of Warrant-R.L. Renck & Company      3

         *10 .1                1996 Incentive Stock Option Plan          1

         *10.2                 Employee Stock Option Plan                1

         *10 .3                Non-Employee Director Stock Option Plan   1

         *10.4                 Amendment to 1996 Incentive
                               Stock Option Plan                         2

         *10.5                 1997 Incentive Stock Option Plan          3

         *10.6                 Charles R. Davis' Performance
                               Option Agreement                          2

          10.7                 First National Bank Loan Document         2

          10.8                 Branch Banking & Trust Loan Document      2

          10.9                 Asset Purchase Agreement Awards & Gifts   2

          *10.10               1999 Stock Option Plan                    4

          *10.11               2000 Stock Option Plan                    5

          27                   Financial Data Schedule                   6

1.   Incorporated by reference to the Company's  registration  statement on Form
     10, file number 0-21717, filed in Washington, D.C.

2.   Incorporated by reference to the Company's  registration  statement of Form
     10-Q for the quarter ended September 30, 1998, filed in Washington, D.C.

3.   Incorporated by reference to the Company's  registration  statement of Form
     10-K for the year ended December 31, 1998 filed in Washington, D. C.

4.   Incorporated  by  reference  to the  Company's  proxy  statement,  filed in
     Washington D.C. on May 10, 1999.

5.   Incorporated  by  reference  to the  Company's  proxy  statement,  filed in
     Washington D.C. on April 24, 2000.

6.   Filed herewith.

*Compensatory Plan.

(b)    Reports on Form 8-K
       None


<PAGE>

                                    SIGNATURE

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                   CASCO INTERNATIONAL, INC.
                                   Registrant

Date:    May 8, 2000               By:   /s/ Jeffrey A. Ross
                                         -------------------
                                             Jeffrey A. Ross
                                             Principal Financial and
                                             Accounting Officer