Termination of Registration of a Class of Security Under Section 12(g) (15-12g)

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:  000-30603 

Grupo International, Inc.

(Exact name of registrant as specified in its charter)

14 Laurel Blvd.

Collingwood, Ontario Canada L9Y 5A8

[phone]

(Address, including zip code, and telephone number, including area code, of registrant ’ s principal executive offices)

Common stock

(Title of each class of securities covered by this Form)

Not Applicable

(Title 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)

[ ]

Rule 12g-4(a)(2)

[x]

Rule 12h-3(b)(1)(i)

[ ]

Rule 12h-3(b)(1)(ii)

[ ]

Rule 15d-6

[ ]

   Approximate number of holders of record as of the certification or notice date: 328

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

Date:   January 11, 2013

By:

/s/Kevin W. Murray

Kevin W. Murray

Chief Executive Officer

Chief Financial Officer