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

                                    Form 15/A

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: 0-19949


                              SCARAB SYSTEMS, INC.
                              --------------------
             (Exact name of registrant as specified in its charter)

          406 - 280 Nelson Street, Vancouver, British Columbia V6B 2E2
                                 (604) 417-6172
                                 --------------
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                          Common Stock $0.001 par value
                          -----------------------------
            (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
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)       [X]       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: 220

     The Registrant hereby files this amendment to withdraw its Form 15 filed on
June 30, 2003 with the U. S. Securities and Exchange Commission.  The Registrant
will file,  within 60 days of this  amendment,  all reports that would have been
required had the certification on Form 15 not been filed.

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


DATE: July 9, 2003                           By:/s/ Thomas E. Mills
                                                --------------------------------
                                                Thomas E. Mills, President & CEO