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

                                    FORM 10-K

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

     For the fiscal year ended   December 31, 1999

                                       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     0-17020

                                  Sensar Corporation
             (Exact name of registrant as specified in its charter)

                 Nevada                                 87-0429944
     (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                 Identification No.)

     50 West Broadway, Suite 501, Salt Lake City, Utah         84101
     (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code   (801) 350-0587

Securities registered under section 12(b) of the Act:

     Title of each class              Name of each exchange on which registered
           None                                       None

Securities registered under section 12(g) of the Act:

                         Common Stock, Par Value $0.001
                                (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.  /  /

     As of March 27, 2000, there were 6,545,746 shares of the Issuer's common
stock, par value $0.001, issued and outstanding.  The aggregate market value of
the Issuer's voting stock held by nonaffiliates of the Issuer was approximately
$360,000,000, computed at the closing quotation for the Issuer's common stock of
$60 as of March 27, 2000.

                       DOCUMENTS INCORPORATED BY REFERENCE

     List hereunder the following documents if incorporated by reference and the
part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated:  (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933.  The listed documents should be clearly
described for identification purposes.  None.


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

Item Number and Caption                                                                        Page

<S>      <C>                                                                                    <C>
PART I

1.       Business                                                                                3

2.       Properties                                                                              8

3.       Legal Proceedings                                                                       8

4.       Submission of Matters to a Vote of Security Holders                                     8

PART II

5.       Market for Registrant's Common Equity and Related Stockholder Matters                   9

6.       Selected Financial Data                                                                10

7.       Management's Discussion and Analysis of Financial Condition and Results of Operations  11

8.       Financial Statements and Supplementary Data                                            14

9.       Changes in and Disagreements With Accountants on Accounting and Financial
         Disclosure                                                                             14

PART III

10.      Directors and Executive Officers of the Registrant                                     15

11.      Executive Compensation                                                                 17

12.      Security Ownership of Certain Beneficial Owners and Management                         22

13.      Certain Relationships and Related Transactions                                         23

PART IV

14.      Exhibits, Financial Statement Schedules, and Reports on Form 8-K                       25

         SIGNATURES                                                                             27
</TABLE>

                                     PART I


                                ITEM 1.  BUSINESS

FORWARD LOOKING STATEMENTS

     This report on Form 10-K contains certain forward looking statements and
information relating to the Company and its proposed merger with Net2Wireless
Corporation.  These forward looking statements are not based on historical
facts, but reflect the Company's current expectations concerning future results
and events.  Such statements generally describe the objectives, goals, and plans
of the Company and are not intended to be accurate descriptions of the future.
The proposed merger with  Net2Wireless Corporation is subject to a number of
conditions, including approval by the shareholders of both the Company and
Net2Wireless Corporation, the Company eliminating any liabilities it may have
other than up to $50,000 in current liabilities, and the satisfaction of a
number of standard closing conditions, that may or may not be met.  The
potential products and services of Net2Wireless are still in the development
stage and have not yet been tested in a commercial setting.  Consequently, the
proposed business of Net2Wireless has not advanced beyond research and
development.  The proposed business and potential products and services of
Net2Wireless are subject to the substantial risks associated with new market
introductions, including the ability of Net2Wireless to successfully develop
commercial products based on its technology, the ability of Net2Wireless to
address technical and manufacturing problems in producing new  products,
favorable market acceptance of any products produced, the ability of
Net2Wireless to obtain a price for its products and services sufficient for it
to make a profit, Net2Wireless' ability to enter into favorable strategic
alliances, joint ventures, or other collaborative arrangements with established
industry partners, the success of the marketing efforts of Net2Wireless, the
ability of Net2Wireless to successfully protect its intellectual property to
prevent competitors from benefiting from the technology, the ability of
Net2Wireless to compete with larger, more established entities, and the ability
of Net2Wireless to obtain the necessary financing to successfully complete its
goals.  In addition, Net2Wireless proposes to conduct business and develop
products for a market that is only just emerging.  There may not be significant
consumer demand for some or all of the  proposed products and services of
Net2Wireless Corporation.  One or more of the factors listed above, or other
factors or influences that may develop in the future or that may currently seem
inconsequential, may change the actual results of the Company significantly from
those described in the forward looking statements.  The Company does not intend
to update these forward looking statements, except as may occur in the regular
course of its periodic reporting obligations.

OVERVIEW

     Sensar Corporation (the "Company") was historically engaged in the design,
development, manufacturing, and marketing of analytical scientific
instrumentation.  In November 1997, the board of directors, due in part to
missed product deadlines and significant ongoing operating losses, replaced the
existing executive management of the Company.  Andrew C. Bebbington was retained
as the new chief executive officer of the Company and undertook an immediate
evaluation of all aspects of the Company's operations, including manufacturing,
research and development, sales and marketing approaches, product options,
personnel and management, contractual arrangements, and overall cost structure.
As a result of recommendations by Mr. Bebbington in December 1997, the board of
directors approved significant restructuring steps and certain changes in the
strategic direction of the Company.

     Goals and targets were then established for each of the remaining business
lines for 1998.  Executive management continued to monitor each of the
technologies in the Company's portfolio, measure developments against budgeted
goals, and institute cost-cutting measures in order to reduce the substantial
losses being suffered by the Company at that time.  Sales of the Company's
products did not meet budgeted expectations and, despite the cost-cutting
measures taken, the Company continued to suffer significant losses, although at
a reduced rate.  As a result of these ongoing losses and the continuing decline
in the market price for the Company's common stock, the Company was unable to
attract outside financing on terms acceptable to it and was forced to consider
the sale of a portion of its assets to fund its cash requirements.

     During 1998, new management had continued to invest in product development
in the acoustic instrumentation business, while at the same time implementing
cost-cutting measures and imposing operational discipline.  As a result, a
significant improvement in the performance of the acoustics business based on
year-to-year comparisons was obtained.  This improvement permitted the Company
to identify and negotiate an agreement with a purchaser of the acoustics
business.  A definitive agreement concerning this transaction was signed
November 30, 1998 and, following the approval of the stockholders at a special
meeting held March 18, 1999, was completed March 31, 1999.  At about the same
time, the Company decided to terminate its development work involving its
supercritical fluid chromatography instruments.  This minor line of business was
sold to a group of former employees, none of whom were members of executive
management.  Shortly thereafter, in July 1999, the Company completed the sale of
its real property to the purchaser of the acoustic instrumentation business.

     The Company used a portion of the proceeds from the sale of its acoustic
instrumentation business to retire the remaining 1998 Series A Preferred Stock
then outstanding.  This preferred stock had a floating conversion feature based
on  the  trading  price  for the common stock that became disadvantageous to the
common stockholders as the Company's stock price continued to decline.  Some of
the remaining proceeds of the sale of the acoustic instrumentation business were
used to attempt the finalization of the Company's Jaguar mass spectrometer
products.

     During the end of 1998 and the early part of 1999, the trading price of the
Company's common stock continued to decline to well below the minimum price
required for continued listing on the Nasdaq National Market, which is $1.00 per
share.  Consequently, at the March 18, 1999 stockholders meeting, the board of
directors proposed, and received stockholder approval for, a consolidation of
the issued and outstanding stock of the Company.

     At the same time, the Company had scheduled a hearing with Nasdaq
concerning an earlier letter that  had  been  sent to the Company indicating
Nasdaq's intent to terminate the listing of the common stock on the Nasdaq
National Market System.  While it was hoped that the consolidation of the
outstanding stock would increase the stock price above the $1.00 minimum, the
Company was also temporarily below the $5 million public float requirement and
Nasdaq expressed concern about the Company's ability to continue to meet the net
tangible asset requirement for the Nasdaq National Market System in light of its
limited revenues and history of significant ongoing operating losses.  At the
NASD hearing, the Company and the NASD negotiated a resolution pursuant to which
the Company's common stock would be moved from the Nasdaq National Market System
to the Nasdaq SmallCap System and would continue to be listed there provided
that the consolidation resulted in a market price in excess of the $1.00 per
share minimum.

     As a result of the array of business and financial issues confronting the
Company, it did not have access to traditional sources of financing necessary to
continue its development of its mass spectrometry and CrossCheck technologies.
Consequently, Mr. Bebbington and the board of directors began to engage in
conversations about his willingness to continue as the chief executive
officer of the Company.  The outside members of the board of directors also
indicated their unwillingness to remain on the board in the absence of Mr.
Bebbington's continued participation.

     At this time, Howard S. Landa met with Mr. Bebbington and proposed a
wholesale change in  management and the board of directors.  Mr. Landa was at
that time a senior partner of Kruse, Landa & Maycock, L.L.C., outside legal
counsel to the Company.  As a result of this relationship, the Company retained
the services of an independent legal firm and convened a special meeting of the
board of directors to consider Mr. Landa's proposal.

     On April 21, 1999, the then current directors of the Company resigned and a
newly elected board of directors was appointed.  Concurrently, Mr. Landa was
appointed as the new chief executive officer of the Company and Mr. Bebbington
resigned, although he agreed to continue to provide transitional services as a
consultant to the Company.  The new board of directors immediately implemented a
consolidation of the outstanding stock on the basis of one share for each five
shares previously outstanding, arranged for a $1 million equity financing, and
approved the execution of agreements to investigate the potential acquisition of
two start-up internet entities.  While these investigations did not lead to an
acquisition, it was the beginning of the Company's aggressive search for an
acquisition that could potentially provide value to the stockholders of the
Company.

     Under an agreement put in place while Mr. Bebbington was the chief
executive officer of the Company, the Company had granted distribution rights to
its Jaguar mass spectrometer products to a Japanese firm engaged in the
scientific instrumentation business.  The obligation to market the instruments
was subject to the testing and acceptance of those instruments by the
distributor.  Delivery of the initial instruments was delayed because of
manufacturing problems, and ultimately the Company agreed to deliver the first
six instruments by June 30, 1999.  When the manufacturing team failed to deliver
any instruments acceptable to the distributor by that date, the board of
directors reclassified the Jaguar mass spectrometer operations as assets held
for sale and renewed the Company's efforts to negotiate a transaction with a
potential buyer of this technology.  These efforts lead to a sale to a
privately-held corporation engaged in the scientific instrumentation business,
of the Jaguar mass spectrometer technology in August 1999.  At the same time,
the Company abandoned the CrossCheck technology that it had held under a license
agreement, and returned this technology to the holder of the patent.  The
Company also sold its residual interest in airport noise monitoring software.
The business based on this software had been sold to a third party in 1995.

     Subsequent to the new management team assuming operational control in April
1999, the Company actively began searching for an acquisition, focusing in the
high technology, internet arena.  The Company reviewed a number of businesses
and business plans during this period.  While some of the investigations lead to
letters of intent, and the Company did make two  small minority interest
investments in other companies, none of the investigations and negotiations
resulted in the execution of a material agreement until the fall of 1999.

     In September 1999, the Company entered into negotiations and signed a
letter of intent to acquire a wireless communications technology that ultimately
led to the execution of an agreement with Net2Wireless Corporation
("Net2Wireless") on December 8, 1999, that was subsequently amended on January
4, 2000, and March 21, 2000 (the "Reorganization Agreement").

NET2WIRELESS CORPORATION

General

     Net2Wireless is a privately-held Delaware corporation with a research and
development subsidiary located in Israel.  Net2Wireless maintains a website at
www.net2w.com.  Net2Wireless is developing technology which is intended to
enable and enhance a wide variety of wireless communication services.  The goal
of Net2Wireless is to permit the following services to be provided to cellular
subscribers carrying wireless devices such as palm computers, personal digital
assistants, and cellular phones:

     (a)     browsing the internet through standard websites and using standard
browsers;

     (b)     transmission of live video over the 9600 bps wireless link to the
wireless device;

     (c)     providing instant messaging with full graphics support;

     (d)     providing messaging services (e-mail, voice mail, fax, etc.); and

     (e)     providing full graphics applications with network based storage.

     Net2Wireless currently has an installation at Partner Communications
Company, Ltd., the third largest cellular carrier in Israel, which is conducting
a beta-site test of the Net2Wireless products.  Net2Wireless' products and
services are still in development, and there can be no assurance that
Net2Wireless will be successful in achieving its goals.

     Net2Wireless recently completed a private placement for gross proceeds of
approximately $29 million to provide funding for its ongoing research and
development efforts and the expansion of its work force.

PROPOSED MERGER

     The Reorganization Agreement provides for the merger of Net2Wireless with
and into the Company in exchange for the issuance of 18,295,060 shares of common
stock and the assumption of options and warrants to acquire 14,766,649 shares of
common stock.  Such warrants and options have a weighted average exercise price
of $2.03 per share.  In addition, the Company will issue 1,000,000 shares to
certain individuals involved in introducing the two entities.

     Under the terms of the Reorganization Agreement, the Company agreed to
advance Net2Wireless up to $2 million prior to the merger to assist it in
meeting its ongoing development and growth expenses.  The Company advanced
$500,000 of this amount to Net2Wireless in February 2000.  Net2Wireless has
recently completed a private placement of its securities which resulted in gross
proceeds to it of approximately $29 million.  The Company does not know if
Net2Wireless will request that the additional $1.5 million be advanced prior to
the merger, but it may do so.

     The Reorganization Agreement requires the Company to have a minimum amount
of cash and collectible notes receivable and no liabilities at closing, other
than current accounts payable not to exceed $50,000.  In order to meet the
requirement with respect to the elimination of liabilities, the Company has
provided for the termination of its deferred compensation plan and the executive
employment agreement with Mr. Landa, the assumption of the lease to which it is
currently a party, and the indemnification of the Company by Mr. Landa with
respect to pending litigation.  See "CERTAIN RELATIONSHIPS AND RELATED
TRNSACTIONS."

     Additional shares of common stock may be issued to the Net2Wireless
stockholders in the event that the net cash held by the Company at the closing
of the merger, as defined in the Agreement, plus all amounts collected on the
note receivables held by the Company within 60 days of the due date of such
receivables, is less than $4.45 million.  The number of additional shares to be
issued will be determined by dividing any shortfall by $1.86.  These contingent
shares will be delivered to former Net2Wireless stockholders within 10 business
days of the final determination of the number of shares.  At December 31, 1999,
the Company had $5.0 million of net cash under the definition used in the
Reorganization Agreement, assuming the full collection of all short-term
receivables.  At March 27, 2000, the Company had cash of approximately
$4,330,000 and the note receivable from Net2Wireless of $500,000 with current
liabilities of approximately $50,000.  In addition, the Company had notes
receivable from other parties of approximately $1,370,000.  The Company has not
received any notice that such receivables are subject to any claim or offset,
and currently expects these amounts to be collected in due course.
Consequently, the Company does not anticipate that additional shares will be
issued under these provisions.

     On completion of the merger, the current shareholders of Net2Wireless will
hold approximately 65% of the outstanding common stock of the Company and
warrants and options that will permit them to increase their ownership to
approximately 77% of the Company on exercise.  In addition the current directors
and officers of the Company will resign and nominees of Net2Wireless will be
appointed in their place.  As a result, the current shareholders and management
of Net2Wireless will control the Company subsequent to the merger.

     Completion of the merger is subject to the approval of the transaction by
the shareholders of both the Company and Net2Wireless and the satisfaction of
additional standard closing conditions.  If the merger is completed, the
corporate domicile of the Company will be moved from Nevada to Delaware and its
name will be changed to "Net2Wireless Corporation."

Employees

     The Company currently has two employees, Mr. Landa, the chief executive
officer of the Company, and his assistant.


                               ITEM 2.  PROPERTIES

     The Company sold its administrative and manufacturing facilities in Provo,
Utah, to PCB during 1999 in connection with the sale of its acoustics
instrumentation business.

     Until recently, the Company leased 1,692 square feet of space at 50 West
Broadway, Suite 501, Salt Lake City, Utah 84101, for monthly lease payments of
$2,256 under the terms of a three-year lease.  As of March 1, 2000, this lease
was assumed by Mr. Landa, the chief executive officer of the Company, as
required by the terms of the agreement with Net2Wireless.  Mr. Landa has agreed
to permit the Company to continue to use the facilities on a rent-free basis
pending the closing of the proposed merger with Net2Wireless.  See "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS."


                           ITEM 3.  LEGAL PROCEEDINGS

     On September 28, 1999, an action entitled Edgar Lee, et al. v. Sensar
Corporation was filed in the Fourth Judicial District Court in Utah County,
Utah, Civil No. 990403473.  The action was brought by several former employees
of the Company, seeking the payment of a bonus based on the successful
completion of the sale of certain of the Company's assets, technologies, and/or
businesses.  The Company does not believe the employees are entitled to such a
bonus, has filed a motion to dismiss a portion of the claims, and intends to
vigorously defend its position.  Mr. Landa has agreed to indemnify the Company
against all future costs or liabilities associated with this litigation after
March 1, 2000, under the provisions of the indemnification agreement
contemplated by the Reorganization Agreement.  See "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS."


          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During the three months ended December 31, 1999, the Company did not hold a
shareholders' meeting and no matters were submitted to a vote of the security
holders of the Company, through the solicitation of proxies or otherwise.


                                     PART II

               ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS

     The Company's common stock is traded on the Nasdaq SmallCap Market under
the trading symbol "SCII."  The following table sets forth high and low closing
sale prices for the Company's common stock as reported on Nasdaq for the periods
indicated.  Such quotations do not include retail markups, markdowns,
commissions, or other adjustments.  All amounts have been adjusted to give
effect to the 1:5 consolidation of the outstanding common stock of the Company
effective May 3, 1999 and the 2:1 forward split of the outstanding common stock
effective January 17, 2000.

     The following table sets forth the approximate range of high and low
closing sale prices for the common stock of the Company during the periods
indicated.

<TABLE>
<CAPTION>
Quarter Ended                 High Bid    Low Bid
-------------                 --------    -------
<S>                           <C>         <C>
March 31, 1998                $  9.219    $5.781
June 30, 1998                 $  7.969    $4.375
September 30, 1998            $  5.000    $1.094
December 31, 1998             $  1.484    $0.625
March 31, 1999                $  1.094    $0.703
June 30, 1999                 $  3.594    $0.859
September 30, 1999            $  2.797    $1.500
December 31, 1999             $ 34.250    $2.094
</TABLE>

     On March 27, 2000, the last reported sales price for the Company's common
stock as reported by Nasdaq was $60.

     On March 27, 2000, the Company had approximately 285 stockholders of
record.

     The Company has not paid dividends with respect to its common stock.  There
are no restrictions on the declaration or payment of dividends in the articles
of incorporation or bylaws of the Company or in any of its contractual
agreements, other than under the Reorganization Agreement for the period the
merger is pending.  However, it is anticipated that any potential earnings of
the Company and, subsequent to the merger, the combined company, will be
retained for working capital and investment in the growth and expansion of
business operations.  Consequently, it is not anticipated that the Company,
before or after the proposed merger, will pay dividends in the foreseeable
future.


                        ITEM 6.  SELECTED FINANCIAL DATA

CERTAIN FINANCIAL DATA

     The following statement of operations and balance sheet data as of and for
the periods ended December 31, 1999, 1998, and 1997, 1996, and June 30, 1996 and
1995, were derived from the Consolidated Financial Statements of the Company.
In January 1997, the Company changed its fiscal year end from June 30 to
December 31 effective December 31, 1996.  The Consolidated Financial Statements
of the Company for the fiscal year ended December 31, 1999, 1998, and 1997, for
the six months ended December 31, 1996, and for the fiscal years ended June 30,
1996 and 1995, have been audited by independent certified public accountants.
The selected financial data below should be read  n conjunction with the
Consolidated Financial Statements of the Company and the notes thereto and "ITEM
7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS."

<TABLE>
<CAPTION>

                                                                                Six Months
                                                                                  Ended            Year Ended
                                            Year Ended December 31,              December           June 30,
                                   -----------------------------------------        31,      ------------------------
                                       1999           1998          1997           1996        1996(2)       1995(3)
                                   ------------   -----------   ------------   -----------   -----------   ----------
Statement of Operations Data(1):
<S>                                <C>            <C>           <C>            <C>           <C>           <C>
Revenues:                          $    147,944   $   137,814   $    140,870   $    59,638   $    12,320   $    7,302
                                   ============   ===========   ============   ===========   ===========   ==========
Income (loss) from
   continuing operations           $(11,995,158)  $(1,221,025)  $ (2,324,262)  $  (326,242)  $  (463,637)  $ (510,863)
Income (loss) from
   discontinued operations               22,528    (5,702,419)   (12,493,549)   (1,317,678)   (1,242,611)     199,246
Gain on sale of
   discontinued operations            3,268,250             -              -             -             -            -
                                   ------------   -----------   ------------   -----------   -----------   ----------
Net loss                           $ (8,704,380)  $(6,923,444)  $(14,817,811)  $(1,643,920)  $(1,706,248)  $ (311,617)
                                   ============   ===========   ============   ===========   ===========   ==========

Basic earnings
   (loss) per common
   shares from
   continuing operations           $      (2.11)  $     (0.51)  $      (0.51)  $     (0.08)  $     (0.16)  $    (0.21)
Basic earnings (loss)
   per common share from
   discontinued operations                 0.58         (1.12)         (2.71)        (0.32)        (0.38)        0.08
                                   ------------   -----------   ------------   -----------   -----------   ----------
Basic earnings
   (loss) per common
   share                           $      (1.53)  $     (1.63)  $      (3.22)  $     (0.40)  $     (0.54)  $    (0.13)
                                   ============   ===========   ============   ===========   ===========   ==========

Weighted average
   common shares
   outstanding                        5,693,514     5,073,463   $  4,603,080     4,164,328     3,255,489    2,440,397

Balance Sheet Data:
Working capital                    $  5,034,089   $ 4,038,840   $  6,784,305   $15,584,953   $15,737,295   $6,549,131
Total assets                       $  5,568,839   $ 4,317,769   $  7,104,476   $15,716,524   $16,032,158   $6,827,550
Long-term liabilities
   and deferred gain               $  5,542,040   $         -   $          -   $         -   $    45,792   $  134,354
Stockholders' equity
   (deficit)                       $   (154,959)  $ 4,049,572   $  6,853,003   $15,591,513   $15,661,097   $6,415,511
Cash dividends declared
   per common share                $          -   $         -   $          -   $         -   $         -   $        -
</TABLE>
(1)     During the year ended December 31, 1999, the Company discontinued the
        operations of its analytical instrumentation business.  The results of
        these operations have been segregated from continuing operations for
        all periods presented.

(2)     Effective October 27, 1995, the Company acquired Sensar Instruments,
        Inc. (formerly Sensar Corporation), in a transaction accounted for as
        a purchase.

(3)     During the year ended June 30, 1995, the Company discontinued the
        operations of its airport noise monitoring business.  The results of
        these operations have been segregated from continuing operations for
        all periods presented.


                ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with the
consolidated financial statements and related notes contained herein.

OVERVIEW

     During the year ended December 31, 1999, the Company completed the sale or
disposition of its various product lines and technologies.  The principal
transactions were:

-     The completion of the sale of the assets of the acoustic and vibration
product  line to PCB Group, Inc. ("PCB") in March 1999;

-     The sale of the Company's real estate to PCB in July 1999;

-     The sale of the assets associated with the Jaguar mass spectrometer
product line to LECO Corporation in August 1999; and

-     The discontinuance of continued research and development with respect to
the CrossCheck technology in August 1999.

     The results of operations and cash flows associated with the foregoing have
been accounted for and segregated as discontinued operations in the accompanying
consolidated financial statements.  All periods have been restated to reflect
the treatment of these operations as discontinued.

     In conjunction with the disposition of its historical operations, the
Company undertook a search for a suitable business or technology to acquire,
which led to the execution of an agreement with Net2Wireless Corporation on
December 8, 1999.  The Company was able to negotiate the agreement with
Net2Wireless in part because of its strong liquidity position resulting from the
previous asset sales.  At December 31, 1999, the Company had current assets of
$5,215,847, primarily consisting of cash and short-term notes receivable, and
current liabilities of $181,758.  At  March 27, 2000, the Company had current
assets of approximately $6,200,000 and current liabilities of approximately
$50,000.

RESULTS OF OPERATIONS

Comparison of Years Ended December 31, 1999 and 1998

     Revenues

     With the disposition of the assets of its historical operations, the
Company's sole source of revenue from continuing operations was interest income
of $147,944 for 1999 and $137,814 for 1998 earned on temporary cash investments
and notes receivable.

     Costs and Expenses

     General and administrative expenses associated with continuing operations
increased from $708,890 for the year ended December 31, 1998, to $893,416 for
the year ended December 31, 1999.  The increase was principally related to
increases of approximately $99,000 for legal fees and $27,000 in travel costs
associated primarily with the due diligence review of various potential
candidates for business transactions.

     During the year ended December 31, 1999, the Company recorded non-cash
compensation related to stock options of $5,885,833.  The principal element of
this charge, $5,618,740, relates to stock options to acquire 240,000 shares
granted to management that have a cashless exercise provision.  Generally
accepted accounting principles require that compensation be recorded for stock
options with such provisions.  The amount of compensation is equal to the change
in the stock price above the exercise price.  Additionally, the Company has
recorded non-cash compensation expense during 1999 of $267,093 for the fair
value of stock options granted to certain non-employees to acquire an aggregate
of 270,000 shares of common stock.

     During 1999, the Company also recorded a non-cash deferred compensation
expense of $5,342,040 for the accrual of amounts earned under a deferred
compensation plan established in 1999.  This plan created an unfunded deferred
compensation pool based on specified percentages of the Company's net income and
increases in market capitalization.  As of December 31, 1999, the entire amount
of the deferred compensation pool is attributable to the increase in market
capitalization of the Company.  See "EXECUTIVE COMPENSATION:  Deferred
Compensation Plan" and Note E to the Consolidated Financial Statements of the
Company for additional information about this plan.

     The Company has also recorded a net credit of $31,663 for unusual items
during the year ended December 31, 1999.  This credit principally consists of a
recovery of approximately $145,000 on notes receivable from the exercise of
stock options which were previously reserved, net of a termination benefit paid
to the former chief executive officer of $125,000.

Comparison of Years Ended December 31, 1998 and 1997

     Revenues

     With the disposition of the assets of its historical operations, the
Company's  sole source of revenue from continuing operations was interest income
of $137,814 for 1998 and $140,870 for 1997 earned on temporary cash investments
and notes receivable.

     Costs and Expenses

     General and administrative expenses associated with continuing operations
decreased from $1,081,168 for the year ended December 31, 1997, to $708,890 for
the year ended December 31, 1998.  The decrease of $372,278 was principally
related to a reduction of approximately $408,000 for professional services,
consulting, and certain other outside service costs that resulted due to a
change in general corporate objectives from obtaining funding and seeking to
acquire technologies to internal research and development and the operation of
the Company's business.

     The Company recorded unusual charges associated with continuing operations
of $649,949 for 1998 compared to $1,383,964 for 1997.  In 1998, the unusual
charges were principally composed of (1) an allowance of approximately $165,000
for a receivable from a former chief executive officer of the Company for
withholding taxes paid by the Company on his behalf, the collectibility of which
was then in doubt; and (2) an allowance of $400,000 against certain notes from
former executive officers arising from the exercise of stock options, the
collectibility of which was then uncertain due to the decline in the price of
the Company's stock.  In 1997, the unusual items related to the termination
costs for former executive officers of the Company arising out of the
restructuring of the Company in November 1997 and paid to the former officers in
the form of cash and common stock.

LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 1999, the Company had total current assets of $5,215,847,
including cash and cash equivalents of $3,735,115.  The Company had total
current liabilities of $181,758 at December 31, 1999, resulting in working
capital of $5,034,089.

     The Company's primary source of cash for the year ended December 31, 1999,
was the net cash provided by the sale of discontinued operations of
approximately $5.6 million.  The Company's primary uses of cash for the year
ended December 31, 1999, was net cash used in operations of $1,089,815 and
$3,071,437 used to redeem the Company's remaining 1998 Series A Preferred Stock.

     Management believes that the current cash balances are more than sufficient
to meet the existing commitments of the Company for the next fiscal year.

YEAR 2000

     With the sale or disposal of its historical product lines and associated
assets, the Company currently has no information systems, customers, or
suppliers on which it is dependent.  The Company has obtained assurances from
its banking institution that it is Year 2000 compliant.  Accordingly, the
Company expects no future costs to be incurred on Year 2000 issues.

INFLATION AND ENVIRONMENTAL REGULATION

     The Company's operations have not been, and in the near term are not
expected to be, materially affected by inflation or changing prices.

     The Company does not believe that any recently enacted or presently
proposed environmental legislation will have a material adverse effect on its
results of operations.


              ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements and supplementary data are set forth immediately
following the signature page.


            ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                       ACCOUNTING AND FINANCIAL DISCLOSURE

     The Company and its current auditors have not disagreed on any items of
accounting treatment or financial disclosure.


                                    PART III

          ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below is the name and age of each executive officer and director
of the Company, together with all positions and offices of the Company held by
each and the term of office and the period during which each has served:

<TABLE>
<CAPTION>
                                                                         Director and/or
       Name           Age        Position and Office Held             Executive Officer Since
------------------    ---        ------------------------             -----------------------
<S>                   <C>        <C>                                  <C>
Howard S. Landa       52         CEO and Chairman of the Board        April 21, 1999

Brian B. Lewis        52         Director                             April 21, 1999

Steven P. Strasser    50         Director                             April 21, 1999

Mickey Hale           52         Director                             May 5, 1999
</TABLE>

     A director's regular term is for a period of three years or until his
successor is duly elected and qualified.  The terms of the board are staggered
so that one-third of the board is subject to election at each annual
shareholders' meeting.  The current term of Howard S. Landa expires at the 2001
annual meeting; the current terms of Brian B. Lewis, Steven P. Strasser, and
Mickey Hale expire at the 2002 annual meeting.  On completion of the proposed
merger with Net2Wireless, the current officers and directors of the Company will
resign in favor of nominees of Net2Wireless.

     There is no family relationship among the current directors and executive
officers.  The following sets forth brief biographical information for each
director and executive officer of the Company.

     Howard S. Landa, age 52, was appointed as a director and chairman of the
board of the Company on April 21, 1999.  Mr. Landa was a founder of Kruse, Landa
& Maycock, L.L.C. in 1978.  Mr. Landa spent his professional career specializing
in corporate acquisitions, taxation, the infusion of new capital, and management
advice.  Mr. Landa has taken a leave of absence from his former firm in order to
dedicate his full business time to the Company.  Mr. Landa received his juris
doctorate from Hastings College of Law, University of California, in 1973 and an
LL.M. in taxation from New York University in 1974.

     Brian B. Lewis, age 52, was appointed as a director of the Company on April
21, 1999.  Mr. Lewis is an attorney and a founder of the law offices of Brian B.
Lewis.  Mr. Lewis has extensive experience in advising start-up, emerging,
financially distressed, and growth companies.  Mr. Lewis has previous management
experience serving as interim chief executive officer and general counsel to
Honey Hill Farms, Inc., in 1991-1992 and interim president and general counsel
of Ahead Technology, Inc., in 1989-1991.  Mr. Lewis currently serves on the
board of directors of Plato Labs, Inc., Surface Solutions Products Group, Inc.,
and Florentine Restaurant Group, Inc.  Mr. Lewis received his bachelor of
science degree in industrial management from San Jose State University in 1969
and his juris doctorate from Hastings College of Law, University of California,
in 1973.

     Steven P. Strasser, age 50, was appointed as a director of the Company on
April 21, 1999.  Since 1987, Mr. Strasser has been engaged in stock and venture
capital investments on his own behalf.  Mr. Strasser served as co-chairman of
Modula Computer from 1980 to 1987.  Prior to that time, Mr. Strasser was
involved in investment banking first with Edwards & Handley and then with J.
Franklin Investments.  Mr. Strasser received his bachelor of science degree in
economics from the University of Utah in 1970 and a masters of business
administration from Columbia University in 1972.

     Mickey Hale, age 52, was appointed as a director of the Company on May 5,
1999.  Ms. Hale has been president and chief executive officer of Imperial
Development Corporation and related travel services and real estate entities
since 1990.  Ms. Hale was an investment advisor at Shearson Lehman Brothers from
1987-1990 and served in the same capacity at Paine Webber from 1980-1987.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
10% of a registered class of the Company's equity securities to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of equity securities of the Company.  Officers, directors,
and greater than 10% shareholders are required to furnish the Company with
copies of all Section 16(a) forms they file.

     Other than the report on Form 4 of Jeffrey Cohen, formerly the chief
operating officer of the Company, for the month of November, 1999, which was
filed in mid-December, 1999, the Company believes that all reports required by
Section 16(a) for transactions in 1999 have been timely filed.


                        ITEM 11.  EXECUTIVE COMPENSATION

     The following table sets forth the annual and long-term compensation
awarded to, earned by, or paid to the chief executive officer and the other
executive officer of the Company who received compensation in excess of $100,000
for the periods indicated.

<TABLE>
<CAPTION>


SUMMARY COMPENSATION TABLE
                                                                            Long Term Compensation
                                                                 ------------------------------------------
                                        Annual Compensation                     Awards            Payouts
                           -----------------------------------------  -------------------------------------
          (a)                (b)          (c)      (d)      (e)           (f)           (g)           (h)        (i)
                                                           Other                     Securities
                                                           Annual     Restricted     Underlying                All Other
                                                           Compen-      Stock         Options/       LTIP      Compen-
        Name and                        Salary    Bonus    sation(1)    Award(s)       SARs         Payouts    sation
   Principal Position        Year         ($)      ($)       ($)          ($)           (#)           ($)        ($)
-----------------------   ----------   --------  --------  ---------  ------------  -----------    --------   ----------
<S>                       <C>          <C>       <C>        <C>       <C>           <C>            <C>        <C>

Howard S. Landa, CEO      12/31/99(2)  $ 66,585  $       0  $      0  $      0      1,000,000(10)  $      0   $3,908,810(8)
  and Chairman of the
  Board

Andrew C. Bebbington,     12/31/99(3)  $175,631  $  50,000  $  2,316  $      0        750,000(3)   $      0   $  125,000(9)
  Former CEO and          12/31/98     $250,000  $ 100,000  $  6,569  $      0        400,000(7)   $      0   $   53,303(6)
  Chairman of the Board   12/31/97(4)  $ 31,250  $       0  $    575  $      0        400,000(7)   $      0   $        0

Jeffrey S. Cohen,         12/31/99     $ 83,060  $  30,000  $  6,948  $      0         40,000      $      0   $   70,000(9)
  Former Chief                                                                                                $   29,238(6)
  Operating Officer       12/31/98(5)  $128,333  $  45,000  $  6,001  $      0        120,000      $      0   $   14,577(6)
  and Director
</TABLE>

(1)     These amounts reflect the benefit to the named executive officers of
        amounts paid by the Company for health, disability, and life insurance.

(2)     Mr. Landa accepted the positions of chief executive officer and a member
        of the board of directors effective April 21, 1999.  Mr. Landa was not
        previously an employee of the Company.  The foregoing table reflects
        amounts paid, awarded, or accrued for Mr. Landa from April 21, 1999, to
        December 31, 1999.

(3)     Mr. Bebbington resigned his position with the Company April 21, 1999.
        The amounts shown for 1999 include payments of $98,714 made to Mr.
        Bebbington as a consultant subsequent to his resignation and options
        to acquire 650,000 shares of common stock granted to Mr. Bebbington
        in November 1999.

(4)     Mr. Bebbington accepted the positions of chief executive officer and a
        member of the board of directors effective November 17, 1997.  Mr.
        Bebbington was not previously an employee of the Company.  The 1997
        amounts in the foregoing table reflect amounts paid, awarded, or
        accrued for Mr. Bebbington from November 17, 1997, to December 31, 1997.

(5)     Mr. Cohen accepted the positions of chief operating officer and a member
        of the board of directors effective February 2, 1998.  Mr. Cohen was not
        previously an employee of the Company.  The 1998 amounts in the
        foregoing table reflect amounts paid, awarded, or accrued for Mr. Cohen
        from February 2, 1998, to December 31, 1998.

(6)     These amounts reflect amounts paid by the Company to, or on behalf of,
        the named executive officers for relocation costs in conjunction with
        their employment by the Company.

(7)     In 1997, as part of his employment by the Company, Mr. Bebbington was
        granted an option to acquire 400,000 shares of common stock.  In March
        1998, the option granted in 1997 was terminated in favor of an option
        to acquire 400,000 shares of common stock with modified provisions for
        vesting and exercise prices.

(8)     This amount represents Mr. Landa's share of the deferred compensation
        pool accrued for 1999.  As described in Note (10) below, Mr. Landa will
        forfeit his interest in this plan if the 800,000 options subject to
        stockholder approval are approved.

(9)     This amount represents severance payments made to these former officers.

(10)    Of these options granted, 800,000 are subject to stockholder approval.
        If approved by the stockholders, Mr. Landa has agreed to forfeit his
        interest in the deferred compensation plan described in Note (8) above.

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

     The following table sets forth information respecting all individual grants
of options made during the last completed fiscal year to the named executive
officers of the Company.

<TABLE>
<CAPTION>
                                                                                      Potential Realized Value
                                                                                         at Assumed Annual
                                                                                          Rates of Stock
                                                                                         Appreciation for
                                       Individual Grants                                    Option Term
----------------------------------------------------------------------------------  ----------------------------
       (a)                  (b)              (c)             (d)           (e)            (f)           (g)
                         Number of       % of Total
                        Securities      Options/SARs
                        Underlying       Granted to      Exercise or
                       Options/SARs    Employees During    Base Price   Expiration
       Name             Granted (#)      Fiscal Year      ($/share)        Date         5%($)        10%($)           0%
---------------------  -------------  -----------------  ------------  -----------  -----------  ---------------  ----------
<S>                       <C>              <C>               <C>           <C>          <C>          <C>          <C>

Howard S. Landa           1,000,000        55.9%             (1)           (1)          $ 1,831,188  $ 2,235,000  $1,100,000

Andrew C. Bebbington        750,000        41.9%             (3)           (3)          $ 1,431,961  $ 1,732,969  $1,031,250

Jeffrey S. Cohen             40,000         2.2%             (2)           (2)          $    35,763  $    53,100  $        0
</TABLE>

(1)     Options to acquire 200,000 shares of common stock expire April 27, 2002,
        and are 50% exercisable at $1.50 per share and 50% exercisable at $2.50
        per share.  The remaining options to acquire 800,000 shares are
        exercisable at $2.00 per share, expire November 16, 2001, and are
        subject to shareholder approval.

(2)     These options to acquire 40,000 shares of common stock have been
        exercised, but originally would have expired April 27, 2002.  These
        options were 50% exercisable at $1.50 per share and 50% exercisable
        at $2.50 per share.

(3)     Options to acquire 100,000 and 650,000 shares of common stock were
        granted in April and November 1999, respectively, in conjunction
        with Mr. Bebbington acting as a consultant to the Company.  The
        options to acquire 100,000 shares are 50% exercisable at $1.50 per
        share (exercised in 1999) and 50% exercisable at $2.50 per share
        (expire April 27, 2002).  The options to acquire 650,000 shares are
        exercisable at $2.00 per share, expire November 16, 2001, and are
        subject to shareholder approval.

     The following table sets forth the information concerning the options
exercised by the named executive officer during the year ended December 31,
1999, and the value of unexercised options as of December 31, 1999.

<TABLE>
<CAPTION>
                          AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                      AND FY-END OPTION/SAR VALUES
(a)                          (b)                 (c)                (d)                   (e)
                                                                 Number of
                                                                 Securities            Value of
                                                                 Underlying           Unexercised
                                                                Unexercised          In-the-Money
                                                              Options/SARs at       Options/SARs at
                                                                 FY End (#)           FY End ($)
                       Shares Acquired                          Exercisable/         Exercisable/
         Name          on Exercise (#)   Value Realized ($)    Unexercisable         Unexercisable
--------------------   ---------------   ------------------   ---------------       ---------------
<S>                       <C>               <C>                <C>                   <C>
Howard S. Landa                0            $       0          200,000/800,000       $5,550,000/$22,200,000

Andrew C. Bebbington      50,000            $ 518,748          50,000/650,000        $1,362,500/$18,037,500

Jeffrey S. Cohen          40,000            $  68,750               0/0                     $0/$0
</TABLE>

EXECUTIVE EMPLOYMENT AGREEMENTS

     The Company has an employment contract with Howard S. Landa with an initial
term through December 31, 2002, that provides for monthly compensation of
$8,000.  This employment agreement will terminate on completion of the proposed
merger with Net2Wireless.  The Company does not have an employment agreement
with any other person.

DEFERRED COMPENSATION PLAN

     The Company adopted a deferred compensation plan on June 24, 1999, when the
strategy to identify  potential acquisitions was being implemented.  Under the
terms of the plan, Mr. Landa has a 30% interest in the compensation pool, the
outside directors were each granted a 3% interest, and consultants to the
Company were granted a 2% interest.

     The deferred compensation pool consists of two components:  (a) an
increasing percentage of 3% to 7-1/2% of the net income of the Company
subsequent to  March 31, 1999, in excess of $2 million, excluding gains on the
sale of the technologies then held by the Company and excluding compensation
charges related to the granting of options, but including 75% of any net
unrealized gain on investments made by the Company in marketable securities
subsequent to March 31, 1999; and (b) an amount equal to 7-1/2% of any increase
in the market capitalization of the Company above $13.4 million that is in
excess of 150% of the increase in the Russell 2000 Index over the same period.
The maximum amount permitted to be included in the compensation pool under these
two components is 25  million and $50 million, respectively.  The deferred
compensation pool is fixed at December 31, 2002, or, if sooner, on any change of
control, such as the proposed merger with Net2Wireless.  In the event of a
change of control, the deferred compensation pool may not be less than $5
million.  The pool is required to be paid in cash unless payment in stock of the
Company has been approved by the shareholders, which has not occurred.

     While the Company has not realized income to date sufficient to affect the
compensation pool, the increase in market capitalization of the Company as of
March 27, 2000, giving effect to the proposed merger, would result in a
compensation pool in excess of the $50 million limitation provided by the terms
of the deferred compensation plan.  Under the terms of the Reorganization
Agreement with Net2Wireless, the Company is obligated to eliminate the cash
liability associated with the deferred compensation plan as a condition to the
closing of the proposed merger.  Each of the holders of interests in the
deferred compensation plan has agreed to relinquish their interest on
stockholder approval of options granted to them by the board of directors.  See
"CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."

COMPENSATION OF DIRECTORS

     The Company compensates its outside directors for service on the board of
directors by payment of $1,000 for each board meeting attended and reimbursement
of expenses incurred in attending board meetings.  The Company does not
separately compensate its board members who are also employees of the Company
for their service on the board.  Each of the members of the board received an
option to acquire 200,000 shares of stock at a weighted average exercise price
of $2.00 per share at the time they became a director.  In addition, each of the
non-executive directors were awarded an option to acquire 50,000 shares of stock
at an exercise price of $2.00 in November 1999.  Each of the three non-executive
directors holds a 3% interest in the Company's deferred compensation plan.
These individuals have agreed to waive their rights in the deferred compensation
plan if the options previously granted to them are approved by the shareholders
of the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS

     The Company does not have a compensation committee.  The entire board,
other than the particular individual executive officer involved, participates in
the setting of compensation for senior management.

Report on Executive Compensation

     Management compensation is overseen by the board of directors of the
Company, which consists of one member of senior management, Howard S. Landa, and
three outside directors who are not employees of the Company.

     Compensation Philosophy.  The board of directors recognizes the need to
attract and retain qualified executives with appropriate experience.  During
1999, the Company was seeking to sell its existing technologies and identify a
suitable acquisition  which had the potential for increasing stockholder value.
The compensation package reflected this challenging environment by establishing
a low base-line salary for the chief executive officer and adopting a deferred
compensation plan with benefits tied to the achievement of pre-determined profit
targets and increases in stockholder value measured by the market capitalization
of the Company.

     Chief Executive Compensation.   The Company has entered into an employment
contract with Mr. Landa with an initial term through December 31, 2002,
providing for annual compensation of $96,000.

     Deferred Compensation Pool and Stock Options.  Mr. Landa was granted a 30%
interest in the Company's deferred compensation plan.  This plan provides for
compensation based on Company earnings subsequent to March 31, 1999, in excess
of $2 million dollars and increases in the market capitalization of the Company
in excess of 150% of the increase in the Russell 2000 Index.

     Options to acquire 1,000,000 shares of common stock have been granted to
Mr. Landa at exercise prices of $1.50 for 100,000 shares, $2.50 for 100,000
shares and $2.00 for 800,000 shares.  800,000 of these options are subject to
shareholder approval.  A portion of these options were granted to Mr. Landa in
exchange for his agreement to relinquish his interest in the deferred
compensation pool on stockholder approval of the options.

     Review of Performance.  Mr. Landa joined the Company with the goal of
seeking a suitable acquisition and increasing stockholder value.  The board of
directors believes the compensation of the chief executive officer is fair and
reasonable for both the officer and the shareholders of the Company.

                            Board of Directors:
                            Howard S. Landa
                            Brian B. Lewis
                            Steven P. Strasser
                            Mickey Hale


                         ITEM 12.  SECURITY OWNERSHIP OF
                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The table below sets forth information as to each person owning of record
or who was known by the Company to own beneficially more than 5% of the common
stock of issued and outstanding stock as of March 27, 2000, and information as
to the ownership of the Company's common stock by each of its directors and by
the directors and executive officers as a group.  Except as otherwise indicated,
all shares are owned directly, and the persons named in the table have sole
voting and investment power with respect to shares shown as beneficially owned
by them.

<TABLE>
<CAPTION>
        Name and Address                  Nature of      Number of
     of Beneficial Owners(1)              Ownership     Shares Owned  Percent(2)
-------------------------------------  ---------------  ------------  ----------
<S>                                    <C>                 <C>             <C>

Principal Stockholder
S.A.C. Capital Advisors(3)             Common Stock          443,600        6.8%

Directors

Howard S. Landa                        Common Stock(4)        56,076        0.9%
                                       Options(5)          1,000,000       13.3%
                                                           ---------
                                       Total               1,056,076       14.0%

Brian B. Lewis                         Common Stock(6)         9,000        0.1%
                                       Options(7)            250,000        3.7%
                                                           ---------
                                       Total                 259,000        3.8%

Steven P. Strasser                     Common Stock           12,500        0.2%
                                       Options(7)            250,000        3.7%
                                                           ---------
                                       Total                 262,500        3.9%

Mickey Hale                            Common Stock           16,700        0.3%
                                       Options(7)            250,000        3.7%
                                                           ---------
                                       Total                 266,700        3.9%

All Executive Officers and             Common Stock           94,276        1.4%
  Directors as a Group (four persons)  Options             1,750,000       21.1%
                                                           ---------
                                       Total               1,844,276       22.2%
</TABLE>

(1)     Except as otherwise indicated, to the best knowledge of the Company, all
        stock is owned beneficially and of record by the indicated person, and
        each shareholder has sole voting and investment power.

(2)     The percentages shown are based on 6,545,746 shares of common stock of
        the Company issued and outstanding as of March 27, 2000.  The
        percentages shown for options assume the exercise of all options held
        solely by that individual and a corresponding increase in the issued
        and outstanding common stock.  The percentage shown for total holdings
        assumes the exercise of all options held by the individual and a
        corresponding increase in the issued and outstanding common stock.

(3)     These shares are held jointly with S.A.C. Capital Associates, LLC, and
        Steven A. Cohen.

(4)     These shares are held by the spouse and children of Mr. Landa and a
        limited liability company in which Mr. Landa is a minority owner.  Mr.
        Landa denies direct beneficial ownership and control of these shares.

(5)     Options to acquire 800,000 shares have been approved by the board of
        directors, but are subject to the further approval of the shareholders
        of the Company.

(6)     These shares are held on behalf of the children of Mr. Lewis.

(7)     These options are subject to the further approval of the shareholders of
        the Company.


            ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In connection with the change of management of the Company in April, 1999,
Andrew C. Bebbington, the former chief executive officer, resigned.  Mr.
Bebbington and Jeffrey S. Cohen, the then chief operating officer, agreed to
terminate their former employment agreements in exchange for cash payments and
in the case of Mr. Bebbington, a consulting agreement, and in the case of Mr.
Cohen, a new employment agreement.  Under the terms of the consulting agreement,
Mr. Bebbington was retained as the chief consultant of the Company through
December 31, 1999, at a rate of $10,000 per month.  Mr. Cohen continued to
provide services as chief operating officer through December 31, 1999, also at a
rate of $10,000 per month, although the Company was reimbursed for one-half of
this cost by PCB because Mr. Cohen also provided transitional services to it.
Mr. Bebbington received an initial cash payment of $125,000 and a bonus at
December 31, 1999, of $50,000.  Mr. Cohen received an initial cash payment of
$70,000 and a bonus at December 31, 1999, of $30,000.  Mr. Bebbington has
continued as a consultant to the Company subsequent to December 31, 1999.

     The current chief executive officer and all members of the board of
directors received options when they were appointed in April and May 1999.  Each
of these individuals received additional options in November, 1999.  In
addition, each of them is a beneficiary of the deferred compensation plan
adopted by the Company in June, 1999.  See "EXECUTIVE COMPENSATION."

     The Company has entered into an indemnification agreement with Howard S.
Landa.  Under that agreement, Mr. Landa has agreed to indemnify the Company for
any costs arising out of the litigation, Edgar Lee, et al. v. Sensar
Corporation, subsequent to March 1, 2000, including costs of defense and the
payment of any settlement or judgment.  Under the terms of the indemnification
agreement, the Company has agreed to transfer to Mr. Landa the assets held by
the Company's subsidiary, Eagle Lake Ventures, Inc., including the right to use
that name.  These assets had a book value of $352,992 at December 31, 1999, and
include two minority investments in unrelated companies, with a total combined
cost to the Company of $325,000.  In addition, Mr. Landa agreed to assume the
lease for the office space located at 50 West Broadway, Suite 501, Salt Lake
City, Utah.  Mr. Landa will receive miscellaneous office furniture and other
fixed assets located at that office.  Finally, Mr. Landa has agreed to make any
space that the Company would like to have at the Salt Lake City office available
prior to the merger at no charge and thereafter, for a period of one year
subsequent to the closing of the merger, at a cost of $1.00 per month.  This
agreement as approved by the board of directors of the Company but was not
negotiated at arms-length.  Because of the contingent nature of the litigation
and the inability of the parties to currently predict the outcome, it is
uncertain what the cost would have been to the Company to obtain similar
benefits from an unrelated third-party.

     In addition to the indemnification agreement, Mr. Landa agreed to terminate
the unexpired term of his employment agreement with the Company, to provide 100
hours of transitional services without charge to the Company and to forego his
30% interest in the compensation pool under the terms of a deferred compensation
plan approved by the board of directors of the Company in June, 1999.  The 41%
interest granted to Mr. Landa and others had a value of $5,342,040 as of
December 31, 1999, as reflected  on the balance sheet of the Company.  As of
March 27, 2000, this pool, assuming the completion of the proposed merger with
Net2Wireless, would exceed the $50 million limitation set forth in the plan.  On
November 16, 1999, Mr. Landa was granted an option to acquire 800,000 shares of
stock at $2.00 per share.  The termination of Mr. Landa's interest in the
deferred compensation plan is contingent upon the approval by the stockholders
of this option.

     Each of the directors, other than Mr. Landa, received an option to acquire
50,000 shares of common stock at an exercise price of $2.00 per share on
November 16, 1999.  Each of the directors has agreed to forgo their 3% interest
in the deferred compensation plan, subject only to the approval by the
stockholders of these options and the options for 200,000 shares that were
granted at the time that each of these individuals became a member of the board
of directors in April and May, 1999.


                                     PART IV

             ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
                               REPORTS ON FORM 8-K

FINANCIAL STATEMENTS AND SCHEDULES

     The financial statements, including the index to the financial statements,
are included immediately following the signatures to this report.

EXHIBITS

<TABLE>
<CAPTION>
             SEC
Exhibit   Reference
  No.        No.                   Title of Document                Location
-------   ---------   -------------------------------------------   --------
<S>          <C>      <C>                                           <C>
   1         (3)      Articles of Incorporation, as amended         Exhibit to report on
                      November 3, 1987                              Form 10-K for the year
                                                                    ended June 30, 1988*

   2         (3)      Certificate of Amendment to the               Exhibit to report on
                      Articles of Incorporation                     Form 10-K for the year
                      filed July 3, 1989                            ended June 30, 1989*

   3         (3)      Designation of Rights, Privileges, and        Registration Statement
                      Preferences of 1995 Series Preferred Stock    filed on Form SB-2,
                                                                    Exhibit 3, SEC File
                                                                    No. 33-59963*

   4         (3)      Designation of Rights, Privileges, and        Exhibit to report on
                      Preferences of 1998 Series A Preferred Stock  Form 8-K dated
                                                                    February 13, 1998*

   5         (3)      Bylaws                                        Registration Statement
                                                                    filed on Form S-18,
                                                                    Exhibit 5, SEC File
                                                                    No. 33-3365-D*

   6         (10)     Agreement by and among Sensar                 This Filing
                      Corporation and Net2Wireless, Inc.,
                      dated December 8, 1999

   7         (10)     First Amendment to Agreement by and           This Filing
                      between Sensar Corporation and
                      Net2Wireless, Inc., dated January 4, 2000

   8         (10)     Second Amendment to Agreement by and          This Filing
                      between Sensar Corporation and
                      Net2Wireless Corporation (formerly
                      Net2Wireless, Inc.), dated March 21, 2000

   9         (10)     Executive Employment Agreement of             Exhibit to report on
                      Howard S. Landa effective                     Form 10-Q for the
                      April 22, 1999                                quarter ended
                                                                    June 30, 1999*

   10        (10)     Deferred Compensation Plan                    This Filing
                      Adopted by the Board of Directors
                      Effective May 1, 1999

   11        (10)     1997 Stock Option and Award Plan              Exhibit to report on
                                                                    Form 10-Q for the
                                                                    quarter ended
                                                                    March 31, 1997*

   12        (10)     Asset Purchase Agreement by and among         Exhibit "A" to Proxy
                      PCB Group, Inc., Beehive Acquisition Corp.,   Statement dated
                      Larson-Davis Incorporated, and Larson-Davis   February 16, 1999*
                      Laboratories, dated November 30, 1998,        and Exhibit to report
                      as amended February 16, 1999, and             on Form 10-K for the
                      March 31, 1999                                year ended
                                                                    December 31, 1998*

   13        (10)     Asset Purchase Agreement between              Exhibit to report on
                      Sensar Instruments, Inc., Sensar              Form 8-K dated
                      Corporation, and LECO Corporation,            August 19, 1999*
                      dated August 19, 1999

   14        (10)     Form of Market Stand Off and                  Exhibit to report on
                      Redemption Agreement by and between           Form 10-K for the
                      Larson-Davis Incorporated and Investors       year ended
                      of 1998 Series A Preferred Stock,             December 31, 1998*
                      dated January, 1999

   15        (21)    Subsidiaries of Larson-Davis Incorporated     Exhibit to report on
                                                                   Form 10-KSB for the
                                                                   year ended
                                                                   June 30, 1996*

   16        (23)    Consent of Grant Thornton LLP                 This Filing

   17        (27)    Financial Data Schedule                       This Filing
</TABLE>

*Incorporated by reference

REPORTS ON FORM 8-K

     During the last quarter of the fiscal year ended December 31, 1999, the
Company filed three reports on Form 8-K, dated October 7, 1999, October 12,
1999, and December 14, 1999.  Subsequent to December 31, 1999, the Company has
filed three reports on Form 8-K, dated January 4, 2000, January 5, 2000, and
March 16, 2000, respectively.


                                   SIGNATURES

     Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.

                                   SENSAR CORPORATION


Dated:  March 29, 2000             By  /s/ Howard S. Landa
                                     Howard S. Landa, CEO and Chairman of
                                     the Board (Chief Executive Officer and
                                     Principal Financial and Accounting
                                     Officer)


     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:


Dated:  March 29, 2000             By  /s/ Howard S. Landa
                                     Howard S. Landa, Director


Dated:  March 29, 2000             By  /s/ Brian B. Lewis
                                     Brian B. Lewis, Director


Dated:  March ___, 2000            By
                                     Steven P. Strasser, Director


Dated:  March 29, 2000             By  /s/ Mickey Hale
                                     Mickey Hale, Director



                       SENSAR CORPORATION AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page
Consolidated Financial Statements:

     Report of Grant Thornton LLP, Independent Certified Public Accountants
          on the December 31, 1999, 1998 and 1997 financial statements      F-2

     Consolidated Balance Sheets as of December 31, 1999 and 1998           F-3

     Consolidated Statements of Operations and Comprehensive Loss
          for the Years Ended December 31, 1999, 1998 and 1997              F-4

     Consolidated Statements of Stockholders' Equity (Deficit)
          for the Years Ended December 31, 1999, 1998 and 1997              F-5

     Consolidated Statements of Cash Flows for the Years Ended
          December 31, 1999, 1998 and 1997                                  F-7

     Notes to Consolidated Financial Statements                             F-9


Financial Statement Schedules:

All financial statement schedules are omitted because they are not applicable or
because the required information is contained in the Consolidated Financial
Statements or the Notes thereto.



                              REPORT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Sensar Corporation and Subsidiaries


We have audited the accompanying consolidated balance sheets of Sensar
Corporation and Subsidiaries as of December 31, 1999 and 1998, and the related
consolidated statements of operations and comprehensive loss, stockholders'
equity (deficit), and cash flows for each of the three years in the period ended
December 31, 1999.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
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, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Sensar Corporation
and Subsidiaries as of December 31, 1999 and 1998, and the consolidated results
of their operations and their consolidated cash flows each of the three years in
the period ended December 31, 1999, in conformity with generally accepted
accounting principles.


                                 /s/ Grant Thornton LLP
                                 Grant  Thornton  LLP


Salt Lake City, Utah
January 21, 2000 (except for Notes K and N,
     as to which the date is March 23, 2000)


<TABLE>
<CAPTION>
                       Sensar Corporation and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                      December 31,
                                                -------------------------
                                                    1999          1998
                                                -------------  ----------
<S>                                             <C>            <C>
CURRENT ASSETS
Cash and cash equivalents                       $   3,735,115  $  694,959
Notes receivable (Note B)                           1,455,134     120,000
Other current assets                                   25,598         609
Net assets of discontinued operations (Note B)              -   3,491,469
                                                -------------  ----------
Total current assets                                5,215,847   4,307,037
OFFICE EQUIPMENT AND FURNISHINGS,
net of accumulated depreciation                        27,992      10,732
INVESTMENTS (Note D)                                  325,000           -
                                                -------------  ----------
                                                $   5,568,839  $4,317,769
                                                =============  ==========
</TABLE>


<TABLE>
<CAPTION>
                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                                               December 31,
                                                         -------------------------
                                                             1999          1998
                                                         -------------  ----------
<S>                                                      <C>            <C>
CURRENT LIABILITIES
Accounts payable                                         $     31,438   $    125,742
Accrued liabilities                                           150,320        142,455
                                                         ------------   ------------
Total current liabilities                                     181,758        268,197
LONG-TERM LIABILITIES AND DEFERRED GAIN
Deferred compensation (Note E)                              5,342,040              -
Deferred gain                                                 200,000              -
                                                         ------------   ------------
Total liabilities and deferred gain                         5,723,798        268,197
                                                         ------------   ------------
COMMITMENTS AND CONTINGENCIES (Notes C, E and K)                    -              -
STOCKHOLDERS' EQUITY (DEFICIT)
(Notes C, G, H, J and N)
Preferred stock, $.001 par value; authorized
10,000,000 shares; issued and outstanding
zero shares at December 31, 1999 and
3,039.95 shares at December 31, 1998                                -              3
Common stock, $.001 par value; authorized
290,000,000 shares; issued and outstanding
6,326,038 shares at December 31, 1999 and
5,228,366 shares at December 31, 1998                           6,326          5,228
Additional paid-in capital                                 34,850,817     30,701,333
Accumulated deficit                                       (35,012,102)   (26,282,308)
Notes receivable from exercise of options                           -       (374,684)
                                                         ------------   ------------
Total stockholders' equity (deficit)                         (154,959)     4,049,572
                                                         -------------  ------------
                                                         $  5,568,839   $  4,317,769
                                                         ============   ============
</TABLE>

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

<TABLE>
<CAPTION>


                                    Sensar Corporation and Subsidiaries

                                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                           AND COMPREHENSIVE LOSS



                                                              Year ended December 31,
                                                     ------------------------------------------
                                                           1999          1998          1997
                                                     ------------   -----------   -------------
<S>                                                  <C>            <C>           <C>
Revenues
Interest income                                      $    147,944   $   137,814   $    140,870
                                                     ------------   -----------   ------------
Costs and expenses
General and administrative                                893,416       708,890      1,081,168
Compensation expense for stock options (Note J)         5,885,833             -              -
Deferred compensation expense (Note E)                  5,342,040             -              -
Unusual charges (credits), net (Note M)                   (31,663)      649,949      1,383,964
Interest expense                                           31,811             -              -
Other                                                      21,665             -              -
                                                     ------------   -----------   ------------
                                                       12,143,102     1,358,839      2,465,132
                                                     ------------   -----------   ------------
Loss from continuing operations
before income taxes                                   (11,995,158)   (1,221,025)    (2,324,262)
Income taxes (Note F)                                           -             -              -
                                                     ------------   -----------   ------------
Loss from continuing operations                       (11,995,158)   (1,221,025)    (2,324,262)
Gain on sale of discontinued operations (Note B)        3,268,250             -              -
Income (loss) from discontinued operations (Note B)        22,528    (5,702,419)   (12,493,549)
                                                     ------------   -----------   ------------
Net loss                                               (8,704,380)   (6,923,444)   (14,817,811)
Other comprehensive income - foreign
currency translation adjustments                                -       (64,512)       (15,848)
                                                     ------------   -----------   ------------
Comprehensive loss                                   $ (8,704,380)  $(6,987,956)  $(14,833,659)
                                                     ============   ===========   ============
Loss per common share (Note I)
Continuing operations
Basic and diluted                                    $      (2.11)  $     (0.51)  $      (0.51)
Discontinued operations
Basic and diluted                                    $       0.58   $     (1.12)  $      (2.71)
Net loss
Basic and diluted                                    $      (1.53)  $     (1.63)  $      (3.22)
Loss from continuing operations applicable
to common stock                                      $(12,020,572)  $(2,567,588)  $ (2,339,262)
Weighted average common and
common equivalent shares outstanding
Basic and diluted                                       5,693,514     5,073,463      4,603,080
</TABLE>

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

<TABLE>
<CAPTION>


                                              Sensar Corporation and Subsidiaries

                                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                         Years ended December 31, 1999, 1998 and 1997

                                      Preferred stock                Common stock            Additional
                                  ------------------------     -------------------------      paid-in         Accumulated
                                   Shares         Amount          Shares        Amount        capital           deficit
                                  ----------    ----------     ----------     ----------     ----------     --------------
<S>                               <C>           <C>            <C>              <C>          <C>
Balances at
January 1, 1997                      200,000    $ 200          4,287,116        $   4,287    $20,005,806     $  (4,418,780)

Shares issued for services
  rendered (Note H)                        -        -             21,940               22        262,137                 -

Shares issued upon exercise
  of options (Note J)                      -        -             87,052               87        115,538                 -

Shares surrendered in payment
  of advance (Note H)                      -        -               (696)              (1)        (9,999)                -

Shares purchased under
  employee stock purchase
  plan (Note J)                            -        -              6,163                6         83,995                 -

Shares issued upon exercise
  of warrants (Note J)                     -        -            345,045              345      4,497,034                 -

Shares issued to former
  executives (Note J)                      -        -             80,000               80      1,149,920                 -

Conversion of preferred
  stock (Note G)                    (200,000)    (200)            23,537               24            176                 -

Adjustment for translation
  of foreign currency                      -        -                  -                -              -                 -

Preferred dividends                        -        -                  -                -              -           (15,000)

Net loss for the year                      -        -                  -                -              -       (14,817,811)
                                  ----------    ------        ----------       ----------     ----------       -----------
Balances at
December 31, 1997                          -        -          4,850,157            4,850     26,104,607       (19,251,591)

Shares issued for services
  rendered (Note H)                        -        -             19,499               19        148,294                 -

Shares issued upon exercise
  of options (Note J)                      -        -            110,546              111        726,079                 -

Shares purchased under
  employee stock purchase
  plan (Note J)                            -        -             29,273               29         81,143                 -

Shares issued upon exercise
  of warrants (Note J)                     -        -             29,634               30        359,794                 -

Shares issued in private
  placement (Note G)                3,500.00        3                  -                -      3,281,605                 -

Conversion of preferred
  stock (Note G)                     (460.05)       -            189,257              189           (189)                -

Collection of and allowance
  on notes receivable from
  exercise of options
  (Note J)                                 -        -                  -                -              -                 -

Adjustment for translation
  of foreign currency                      -        -                  -                -              -                 -

Preferred dividends                        -        -                  -                -              -          (107,273)

Net loss for the year                      -        -                  -                -              -        (6,923,444)
                                  ----------    ------        ----------       ----------     ----------       -----------
Balances at
December 31, 1998                   3,039.95        3          5,228,366            5,228     30,701,333       (26,282,308)

Shares issued upon exercise
  of options (Note J)                      -        -            105,880              106           (106)                -

Shares issued upon exercise
  of warrants (Note J)                     -        -            411,764              412        231,967                 -

Conversion of preferred
  stock (Note G)                     (101.20)       -            128,032              128           (128)                -

Collection of and allowance
  on notes receivable from
  exercise of options
  (Note J)                                 -        -                  -                -              -                 -

Shares issued in private
  placement (Note H)                       -        -            500,000              500        986,105                 -

Redemption of preferred
  stock (Note G)                   (2,938.75)      (3)                 -                -     (2,938,747)                -

Conversion of debenture
  (Note H)                                 -        -             17,778               18         39,982                 -

Settlement of litigation
  (Note J)                                 -        -            (65,782)             (66)       (86,312)                -

Capital contribution for
  compensation from
  stock option grants
  (Note J)                                 -        -                  -                -      5,885,833                 -

Capital contribution for
  beneficial conversion
  feature                                  -        -                  -                -         30,890                 -

Preferred dividends                        -        -                  -                -              -           (25,414)

Net loss for the year                      -        -                  -                -              -        (8,704,380)
                                  ----------    ------        ----------       ----------     ----------       -----------

Balances at
December 31, 1999                          -   $    -          6,326,038       $    6,326    $34,850,817      $(35,012,102)
                                  ==========   =======        ==========       ==========    ===========      ============

                                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                         Years ended December 31, 1999, 1998 and 1997
(Continued)

                                     Notes           Accumulated
                                   receivable           other
                                     from            comprehensive
                                    exercise           income
                                   of options          (loss)             Total
                                  -------------      -------------     -------------
<S>                               <C>                <C>               <C>
Balances at
January 1, 1997                   $       -          $ 80,360          $ 15,671,873

Shares issued for services
rendered (Note H)                         -                 -               262,159

Shares issued upon exercise
of options (Note J)                 (69,375)                -                46,250

Shares surrendered in
payment of advance (Note H)               -                 -               (10,000)

Shares purchased under
employee stock purchase
plan (Note J)                             -                 -                84,001

Shares issued upon exercise
of warrants (Note J)                      -                 -             4,497,379

Shares issued to former
executives (Note J)                       -                 -             1,150,000

Conversion of preferred
stock (Note G)                            -                 -                     -

Adjustment for translation
of foreign currency                       -           (15,848)              (15,848)

Preferred dividends                       -                 -               (15,000)

Net loss for the year                     -                 -           (14,817,811)
                                  ---------         ---------          ------------

Balances at
December 31, 1997                   (69,375)           64,512             6,853,003

Shares issued for services
rendered (Note H)                         -                 -               148,313

Shares issued upon exercise
of options (Note J)                (726,190)                -                     -

Shares purchased under
employee stock purchase
plan (Note J)                             -                 -                81,172

Shares issued upon exercise
of warrants (Note J)                      -                 -               359,824

Shares issued in private
placement (Note G)                        -                 -             3,281,608

Conversion of preferred
stock (Note G)                            -                 -                     -

Collection of and allowance
on notes receivable from
exercise of options
(Note J)                            420,881                 -               420,881

Adjustment for translation
of foreign currency                       -           (64,512)              (64,512)

Preferred dividends                       -                 -              (107,273)

Net loss for the year                     -                 -            (6,923,444)
                                  ---------         ---------          ------------
Balances at
December 31, 1998                  (374,684)                -             4,049,572

Shares issued upon exercise
of options (Note J)                       -                 -                     -

Shares issued upon exercise
of warrants (Note J)                      -                 -               232,379

Conversion of preferred
stock (Note G)                            -                 -                     -

Collection of and allowance
on notes receivable from
exercise of options
(Note J)                            265,371                 -               265,371

Shares issued in private
placement (Note H)                        -                 -               986,605

Redemption of preferred
stock (Note G)                            -                 -            (2,938,750)

Conversion of debenture
(Note H)                                  -                 -                40,000

Settlement of litigation (Note J)   109,313                 -                22,935

Capital contribution for
compensation from
stock option grants
(Note J)                                  -                 -             5,885,833

Capital contribution for
beneficial conversion
feature                                   -                 -                30,890

Preferred dividends                       -                 -               (25,414)

Net loss for the year                     -                 -            (8,704,380)
                                  ---------         ---------          ------------

Balances at
December 31, 1999                 $       -         $       -          $   (154,959)
                                  =========         =========          ============
</TABLE>

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


<TABLE>
<CAPTION>


                                             Sensar Corporation and Subsidiaries

                                            CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                             Year ended December 31,
                                                                                    -----------------------------------------
                                                                                        1999           1998          1997
                                                                                    -------------  ------------  ------------
<S>                                                                                 <C>            <C>           <C>
Increase (decrease) in cash and cash equivalents
  Cash flows from investing activities
Loss from continuing operations                                                     $(11,995,158)  $(1,221,025)  $(2,324,262)
Adjustments to reconcile loss from continuing
operations to net cash used in continuing operations
Depreciation                                                                               6,385         2,475         4,294
Compensation expense for stock options (Note J)                                        5,885,833             -             -
Deferred compensation expense (Note E)                                                 5,342,040             -             -
Stock issued in payment of compensation                                                        -        46,338     1,188,041
Interest expense from beneficial conversion feature                                       30,890             -             -
Provision for (recovery of) impairment losses                                           (157,239)      621,549             -
Changes in assets and liabilities
Other current assets                                                                     (24,989)       26,886       (84,218)
Accounts payable                                                                         (94,304)      (35,614)       97,871
Accrued liabilities                                                                      112,138        57,201        69,520
                                                                                    ------------    ----------   -----------
Net cash used in
continuing operations                                                                   (894,404)     (502,190)   (1,048,754)

Net cash used in
discontinued operations                                                                 (195,411)   (2,207,682)   (4,073,303)
                                                                                    ------------    ----------   -----------
Net cash used in
operating activities                                                                  (1,089,815)   (2,709,872)   (5,122,057)
                                                                                    ------------    ----------   -----------

  Cash flows from investing activities
Purchase of office equipment and furnishings                                             (23,645)       (9,022)         (200)
Collection of notes receivable                                                           365,411             -             -
Issuance of note receivable                                                              (35,000)            -             -
Increase in investments                                                                 (325,000)            -             -
                                                                                    ------------    ----------   -----------

Net cash used in investing activities of
continuing operations                                                                    (18,234)       (9,022)         (200)

Net cash provided by (used in) sale of
discontinued operations and other investing activities of discontinued operations      5,566,491        37,495      (854,011)
                                                                                    ------------    ----------   -----------
Net cash provided by (used in)
investing activities                                                                   5,548,257        28,473      (854,211)
                                                                                    ------------    ----------   -----------
  Cash flows from financing activities
Net proceeds from issuance of common
stock and exercise of options and warrants                                             1,628,984     3,743,485     4,627,630
Redemption of preferred stock                                                         (3,071,437)            -             -
Preferred dividends paid                                                                       -             -       (15,000)
Proceeds from issuance of convertible debenture                                           40,000             -             -
                                                                                    ------------    ----------   -----------
Net cash provided by (used in) financing
activities of continuing operations                                                   (1,402,453)    3,743,485     4,612,630
Net cash used in financing activities of
discontinued operations                                                                  (15,833)   (1,515,088)     (104,583)
                                                                                    ------------    ----------   -----------
Net cash provided by (used in)
financing activities                                                                  (1,418,286)    2,228,397     4,508,047
                                                                                    ------------    ----------   -----------
Effect of exchange rates on cash                                                               -       (64,512)      (15,848)
Net increase (decrease) in cash and cash equivalents                                   3,040,156      (517,514)   (1,484,069)
                                                                                    -------------  ------------  ------------
Cash and cash equivalents at beginning of year                                           694,959     1,212,473     2,696,542
                                                                                    ------------    ----------   -----------
Cash and cash equivalents at end of year                                            $  3,735,115    $  694,959   $ 1,212,473
                                                                                    ============    ==========   ===========

Supplemental disclosures of cash flow information
  Cash paid during the year for
Interest                                                                            $     29,839    $  146,510   $   299,438
Income taxes                                                                                   -             -             -

Significant noncash investing and financing activities
  Acquisition of equipment through long-term obligations                            $          -    $        -   $   326,960
  Notes receivable issued in exercise of stock options                                   726,190        69,375             -
  Conversion of debenture into common stock                                               40,000             -             -
</TABLE>

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


NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

A  summary  of  the  significant accounting policies consistently applied in the
preparation  of  the  accompanying  financial  statements  follows.

1.     Business  activity  and  principles  of  consolidation

Sensar  Corporation  (formerly  Larson-Davis  Incorporated)  (the  Company)  was
primarily  engaged  in  the  design,  development, manufacture, and marketing of
analytical  instruments.  The  Company  has  sold  or  otherwise disposed of all
product  lines  of  this  business  (Note B) and has no current operations.  The
accompanying  consolidated  financial  statements  of  the  Company  include the
accounts  of the Company and its wholly-owned subsidiaries; SECO, Inc. (formerly
Larson-Davis  Laboratories  Corporation),  Sensar  Instruments,  Inc.  (formerly
Sensar  Corporation),  Eagle  Lake  Ventures,  Inc., and Larson Davis Ltd. (a UK
Corporation).  All subsidiaries except Eagle Lake Ventures, Inc. are inactive at
December  31, 1999.  All significant intercompany transactions and accounts have
been  eliminated  in  consolidation.

2.     Depreciation

Office  equipment  and furnishings are stated at cost.  Depreciation is provided
in  amounts  sufficient  to  relate the cost of depreciable assets to operations
over  estimated  service lives of three to five years.  The straight-line method
of  depreciation  is  followed  for financial reporting purposes and accelerated
methods  are  used  for  income  tax  purposes.

3.     Income  taxes

The Company utilizes the liability method of accounting for income taxes.  Under
the  liability  method, deferred tax assets and liabilities are determined based
on  differences  between  financial  reporting  and  tax  bases  of  assets  and
liabilities  and  are measured using the enacted tax rates and laws that will be
in  effect  when  the differences are expected to reverse.  An allowance against
deferred  tax  assets  is recorded when it is more likely than not that such tax
benefits  will  not  be  realized.

4.     Cash  and  cash  equivalents

For  purposes  of  the  financial  statements,  the Company considers all highly
liquid  debt  instruments with an original maturity of three months or less when
purchased  to  be  cash  equivalents.

5.     Net  loss  per  common  share

The  Company  follows  the  provisions  of  Statement  of  Financial  Accounting
Standards  No.  128  "Earnings Per Share" (SFAS No. 128).  SFAS No. 128 requires
the presentation of basic and diluted EPS.  Basic EPS are calculated by dividing
earnings  (loss) available to common shareholders by the weighted average number
of  common  shares  outstanding  during  each  period. Diluted EPS are similarly
calculated, except that the weighted average number of common shares outstanding
includes  common  shares  that  may  be  issued  subject to existing rights with
dilutive  potential.

6.     Concentrations  of  credit  risk

The  Company's financial instruments that are exposed to concentration of credit
risk  consist  primarily  of cash equivalents and notes receivable.  The Company
maintains  its  cash  and  cash  equivalents  principally at one major financial
institution.  Cash equivalents are invested through a daily repurchase agreement
with  the  financial  institution.  The  agreement  provides  for the balance of
available  funds  to  be invested in an undivided interest in one or more direct
obligations  of,  or  obligations  that are fully guaranteed as to principal and
interest  by,  the  United  States  Government,  or  an  agency  thereof.  These
securities  are  not  a  deposit  and  are  not  insured  by the Federal Deposit
Insurance  Corporation.

At  December 31, 1999, approximately $1 million of the total notes receivable is
owed  by  one  debtor  and  arose  out  of  the sale of the Jaguar product line.
Although  the  note  is unsecured, the Company reviewed the credit worthiness of
the  note  holder  and  believes  that  the  balance  is  fully  collectible.

7.     Use  of  estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets, liabilities, revenues and expenses during the
reporting period.  Estimates also affect the disclosure of contingent assets and
liabilities  at  the  date  of  the  financial statements.  Actual results could
differ  from  these  estimates.

8.     Fair  value  of  financial  instruments

The  estimated  fair value of financial instruments is not presented because, in
management's  opinion,  the  carrying  amounts  and  estimated  fair  values  of
financial  instruments  in  the accompanying consolidated balance sheets are not
materially  different.

9.     Stock  options

The  Company  has  elected to follow Accounting Principles Board Opinion No. 25,
"Accounting  for Stock Issued to Employees" (APB 25) and related Interpretations
in  accounting  for  its  employee  stock  options  rather  than  adopting  the
alternative  fair  value  accounting  provided for under FASB Statement No. 123,
"Accounting  for  Stock-Based  Compensation"  (SFAS  123).


NOTE  B  -  DISCONTINUED  OPERATIONS

Historically,  the  Company  developed  and  marketed  various  products  in one
industry  segment,  analytical  instrumentation.  These historical product lines
were  sold  or  otherwise  disposed  of  as  follows:

1.     During  1998,  the  Company  sold  its supercritical fluid chromatography
(SFC)  product  and  abandoned  its  TOF2000  mass  spectrometer  product.

2.     At  March 31, 1999, the Company sold the assets and operations associated
with  its  acoustics  division to PCB Group, Inc. (PCB), except for certain real
estate,  which  was  sold  to PCB in July 1999.  The Company received gross cash
proceeds  of approximately $5.3 million, a note for $500,000, and the assumption
or payoff of approximately $1.7 million of liabilities.  The note bears interest
at  7.28  percent and is payable at $22,450 per month with the balance due April
2000.

3.     The  Jaguar  mass  spectrometer  assets  and operations were sold to LECO
Corporation  (LECO)  in  August  1999.  The  Company  received  proceeds  of
approximately $1.8 million, consisting of cash of approximately $800,000 (net of
certain expenses, payments, and third quarter losses, but without deductions for
losses  incurred prior to June 30 or the delivery of two Jaguar units to Brigham
Young  University at no charge), and a non-interest bearing note with a carrying
value  of $1,000,000 (interest imputed at 6.92 percent).  The note is due August
2000  and  is  not  collateralized.

4.     The  CrossCheck  technology  was returned to Brigham Young University and
the  associated  license  agreement  was  terminated  during  the  quarter ended
September  30,  1999.

5.     In  August  1999,  the  right  to  receive  royalty payments on the ANOMS
intellectual  property  was assigned to Lochard Pty Ltd for installment payments
totaling  $200,000,  plus  contingent  payments  based  upon future performance.

The analytical instrumentation operations of the Company have been accounted for
as  discontinued  operations, and accordingly, these assets and liabilities have
been  segregated  as "net assets of discontinued operations" in the accompanying
consolidated  balance  sheets.  The  results  of  operations  and  cash  flows
associated  with  these  assets  and  liabilities are segregated and reported as
discontinued  operations  in  the  accompanying  consolidated  statements  of
operations  and cash flows.  All periods presented have been restated to reflect
the discontinued operations.  Information related to the discontinued operations
of  the  analytical  instrumentation  business  is  set  forth  below:


<TABLE>
<CAPTION>
                                                                      Year ended December 31,
                                                           ------------------------------------------
                                                                1999          1998           1997
                                                           ------------   -----------    ------------
<S>                                                        <C>            <C>            <C>
Net sales                                                  $  1,763,711   $  8,729,192   $  8,313,328

Costs and operating expenses:
Cost of sales                                                  (970,730)    (5,241,186)    (6,074,883)
Research and development                                       (653,605)    (2,919,945)    (4,860,993)
Selling, general and administrative                            (833,608)    (3,346,298)    (4,938,114)
Unusual credits, net                                            537,258     (2,786,784)    (4,553,391)
                                                           ------------   ------------   ------------
Operating loss                                                 (156,974)    (5,565,021)   (12,114,053)
Other expense, net                                              (70,470)      (137,398)      (379,496)
Less loss subsequent to measurement
date of June 30, 1999 charged against gain on disposition
                                                                249,972              -              -
                                                           ------------   ------------   ------------
Income (loss) from discontinued operations
                                                           $     22,528   $ (5,702,419)  $(12,493,549)
                                                           ============   ============   ============
</TABLE>


Net  assets  of  discontinued  operations  consist  of the following elements at
December  31,  1998  (none  at  December  31,  1999):


<TABLE>
<CAPTION>
<S>                                          <C>
Trade accounts receivable, net               $1,681,755
Inventories                                   2,046,871
Other current assets                             93,160
Property and equipment, net                   1,316,516
Assets under capital lease obligations, net     202,026
Intangible assets, net                          322,779
Accounts payable                               (412,379)
Accrued liabilities                            (779,228)
Long-term debt                                 (682,982)
Capital lease obligations                      (297,049)
                                             ----------
Total                                        $3,491,469
                                             ==========
</TABLE>


NOTE  C  -  CHANGE  IN  EXECUTIVE  MANAGEMENT

Effective  April 21, 1999, the then current members of the board of directors of
the Company resigned and a new board and chief executive officer were appointed.
The  Company  entered  into  an  employment agreement with a new chief executive
officer  which  provides  for  annual  compensation of $96,000.  The term of the
employment agreement is through December 31, 2002, but renews automatically such
that  there is always one year remaining under the agreement.  In the event this
agreement  is  terminated,  other than for cause, the Company is required to pay
the  chief executive officer the greater of the amount of salary remaining under
the  term  of  the  contract  or  the  salary  for  a  one-year  period.

In  connection  with  the appointment of the new chief executive officer, he was
granted  an  option  to acquire 200,000 shares of common stock, half of which is
exercisable  at  $1.50  per  share  and  the other half at $2.50 per share.  The
option  is  immediately  exercisable, expires three years after grant, and has a
cashless  exercise  provision.

Under the employment agreements of the former chief executive officer and former
chief  operating  officer,  each  had  the  right  to  terminate  his employment
agreement  for cause with the sale of the assets of the acoustics division (Note
B)  and  to  receive  compensation  equal to his base salary remaining under his
employment  agreement,  which  would  have  been  approximately  $560,000 in the
aggregate  for  the  two  officers.  In  lieu  of  this payment the new board of
directors  negotiated  a  termination  benefit  of  $195,000  in  the  aggregate
(recorded as unusual charges) and consulting/employment arrangements whereby the
former chief executive officer would provide transitional consulting services to
the  Company  and the former chief operating officer would continue as the chief
operating  officer  of  the  Company  to supervise the ongoing operations of the
Company  in  exchange  for  monthly  compensation  of $10,000 each and aggregate
options  to  acquire  140,000  shares  of  common  stock,  half  of  which  were
exercisable  at  $1.50  per  share  and  the  other  half  at  $2.50  per share.


NOTE  D  -  INVESTMENTS

The  Company  invested $150,000 in PayStation.com, Inc. (PayStation) in the form
of  $75,000  for  a convertible promissory note and $75,000 for 15,000 shares of
convertible  preferred  stock,  representing  2.5  percent  of  the  offering.
PayStation  has  repaid the promissory note, leaving a balance of $75,000 as the
Company's  investment.  PayStation  is  an  internet-based  company that has the
capability  to deliver internet-based financial services to consumers who prefer
to  pay  bills  through the internet.  The Company's investment in PayStation is
accounted  for  under  the  cost  method  of  accounting.

The  Company also participated in the second round funding of Durect Corporation
(Durect),  a pioneer in drug therapy treatments, employing subcutaneous delivery
technology  and paid $250,000 for preferred stock convertible into approximately
1  percent of Durect.  The Company's investment in Durect is accounted for under
the  cost  method  of  accounting.


NOTE E - DEFERRED COMPENSATION PLAN

On  June  24,  1999,  the  board adopted a deferred compensation plan to provide
long-term  incentive  compensation to the members of the board and certain other
consultants or members of management.  The plan establishes an unfunded deferred
compensation  pool,  based  on specified percentages of the Company's net income
and  increases  in  its market capitalization.  No earnings compensation will be
paid into the pool until the cumulative net income from the operations under the
new  board  has exceeded $2,000,000 and no amounts will be paid for increases in
market  capitalization  unless the increase in market capitalization exceeds 150
percent  of any increase in the Russell 2000 Index (with appropriate adjustments
for additional capital infusions or acquisitions).  The chief executive officer,
received  an initial 30 percent ownership in the pool and may grant the other 70
percent to persons other than himself and his family.  To date, he has granted a
total  of 11 percent to others.  On December 31, 2002, amounts due, if any, will
be  paid  out to the participants.  However, in the event of a change of control
of  the  Company,  as  defined  in  the  agreement, or in the event the deferred
compensation plan is terminated by the board of directors, a distribution of the
deferred compensation pool will be required.  In either of these two events, the
amount  of  the  distribution  would  be  equal  to  the  amount in the deferred
compensation  pool  or  $5  million,  whichever is greater. Additionally, in the
event  the  employment  agreement  of the chief executive officer is terminated,
other  than  for cause, he is entitled to his share of the deferred compensation
pool,  but  not  less  than  $1.5  million.  In  connection  with  the  planned
acquisition of Net2Wireless discussed in Note N to the financial statements, the
deferred  compensation plan would be terminated and the participants in the plan
would abandon their interest in the plan subject only to shareholder approval of
options  previously  granted  to  the  participants.

Deferred  compensation expense is measured based on the changes in factors which
determine the amount of the deferred compensation pool, which to date has solely
been the change in market capitalization of the Company's common stock.  For the
year  ended  December  31,  1999,  the  Company recognized deferred compensation
expense  of  $5,342,040  representing  the  current  amount  of  the  deferred
compensation  pool  multiplied  by  41 percent for the interests granted through
December  31,  1999.


NOTE  F  -  INCOME  TAXES

The income tax expense (benefit) reconciled to the tax computed at the statutory
federal  rate  of  34  percent  is  as  follows:


<TABLE>
<CAPTION>
                                                        Year ended December 31,
                                               ---------------------------------------
                                                   1999          1998           1997
                                               -----------   -----------   -----------
<S>                                            <C>           <C>           <C>
Income taxes (benefit) at statutory rate       $(2,959,489)  $(2,353,971)  $(5,038,056)
State income taxes (benefit)
net of federal tax effect                         (287,245)     (228,474)     (488,988)
Amortization of acquired technology                      -       900,420        60,797
Settlement with former directors                    33,723        70,427       165,750
Operating losses with no current tax benefit     3,199,056     1,605,535     5,292,150
Other, net                                          13,955         6,063         8,347
                                               -----------   -----------   -----------
Income tax expense                             $         -   $         -   $         -
                                               ===========   ===========   ===========
</TABLE>


Deferred  income  tax  assets  and  liabilities  are  as  follows:


<TABLE>
<CAPTION>
                                                      December 31,
                                             -----------------------------
                                                  1999           1998
                                             -------------   -------------
<S>                                          <C>             <C>
Deferred tax assets
Benefit of net operating loss carryforwards  $   8,340,728   $   7,831,621
Compensation expense for stock options           2,141,656               -
Deferred compensation expense                    1,992,581               -
Capitalized software development costs and
amortization of intangible assets                  257,383         796,526
Inventory allowances                                     -         376,365
Accrued liabilities                                 34,664         113,199
Allowance for doubtful accounts                     27,043         256,287
Other, net                                           4,364           4,345
                                             -------------   -------------
                                                12,798,419       9,378,343
Less valuation allowance                       (12,798,310)     (9,373,873)
                                             -------------   -------------
                                                       109           4,470
Deferred tax liabilities
Depreciation of property and equipment                (109)         (4,470)
                                             -------------   -------------
Net deferred tax asset                       $           -   $           -
                                             =============   =============
</TABLE>


The Company has sustained net operating losses in each of the periods presented.
There  were  no  deferred  tax  assets  or  income  tax benefits recorded in the
financial  statements  for net deductible temporary differences or net operating
loss  carryforwards  because  the  likelihood  of realization of the related tax
benefits  cannot  be  established.  Accordingly,  a valuation allowance has been
recorded to reduce the net deferred tax asset to zero and consequently, there is
no  income  tax  provision  or  benefit  for  any of the periods presented.  The
increase  in  the valuation allowance was $3,424,437, $1,614,711, and $5,268,566
for  the  years  ended  December  31,  1999,  1998,  and  1997,  respectively.

As  of  December  31, 1999, the Company had net operating loss carryforwards for
tax  reporting  purposes  of approximately $22,000,000 expiring in various years
through  2014.  Utilization  of  approximately  $3,100,000  of  the  total  net
operating  loss  is  dependent  on  the  future  profitable  operation of Sensar
Instruments,  Inc. under the separate return limitation rules and limitations on
the  carryforward  of  net operating losses after a change in ownership.  If the
planned  acquisition  of  Net2Wireless  discussed  in  Note  N  to the financial
statements  is  consummated,  it is expected that the availability of all of the
net  operating  losses will be substantially restricted because of the change of
control  and  lack  of  continuity  of  business  interests.


NOTE  G  -  PREFERRED  STOCK

     1998  Series  A  Preferred  Stock

In  February 1998, the Company completed the private placement of shares of 1998
Series A Preferred Stock (the "Preferred Stock") and warrants to purchase common
stock  for gross proceeds of $3,500,000.  Of this amount, approximately $549,000
was  assigned  as  the value of the warrants and the balance was assigned as the
value  of  the  Preferred Stock.  The Preferred Stock bore an annual dividend of
four  percent  per  annum  and  had a liquidation preference equal to $1,000 per
share  plus all accrued, but unpaid dividends.  The Preferred holders voted as a
class  with  the  common  stockholders.

The  Preferred  Stock  was  convertible at the election of the holders into that
number  of shares of common stock calculated by dividing $1,000 plus any accrued
but unpaid dividends, by the lower of (1) $9.00 or (2) 85 percent of the average
closing  price  of  the  common  stock  for  the  ten trading days preceding the
conversion.  During  the  years  ended  December  31,  1999 and 1998, holders of
101.20  shares  and 460.05 shares of Preferred Stock converted their shares into
128,032  and  189,257  shares  of  common  stock,  respectively.

In  an  attempt  to  eliminate  the potential market disruption of a significant
conversion  of  the  Preferred Stock into common stock, the Company used part of
the  proceeds  from the sale of the assets of the acoustic division (Note B), to
reacquire  and  cancel  100 percent of the outstanding shares of Preferred Stock
for  approximately  $3.07  million, including accrued but unpaid dividends.  The
Company agreed to reprice one-half of the associated warrants at $1.25 per share
and  to  cancel  the  other  half  of  the  warrants.

     1995  Series  Preferred  Stock

During  the  year ended June 30, 1995, the Company issued 200,000 shares of 1995
Series Preferred Stock in payment of $500,000 of short-term debt.  The Preferred
Stock  had  a  liquidation  preference  equal  to  $2.50  per share, plus unpaid
dividends.  This  Preferred  Stock paid cumulative dividends at a rate of $0.225
per  share per annum, payable monthly.  The Preferred Stock was convertible into
common  stock  at  the  option of the holder or the option of the Company at the
rate of $7.50 per share divided by an amount equal to the average of the closing
bid  prices  for  the  common  stock  for  the  twenty  consecutive trading days
immediately  prior  to  the  date  that  the  holder  provided  notice  of  such
conversion.  The Preferred Stock was converted, in accordance with the governing
provisions  of  the  designation,  into  23,537 shares of common stock effective
April  30,  1997.


NOTE  H  -  COMMON  STOCK

At  a  special  meeting  of  stockholders held on March 18, 1999, a one-for-five
consolidation  of  the  issued  and  outstanding common stock of the Company was
approved.  The  board  of  directors implemented the consolidation of the common
stock  effective  at  the  close  of  business  on
April  30,  1999.  At  the  close  of  business  on  January 17, 2000, a forward
two-for-one  stock  split became effective for the issued and outstanding common
stock  of  the  Company.  All  common  share  and  per  common share information
included  in  the  accompanying  financial  statements  has  been  retroactively
restated  to  reflect the one-for-five consolidation and the two-for-one forward
stock  split.

In  May  1999,  the  Company  completed a private placement of 500,000 shares of
common  stock  at  $2.00  per  share.  The  net  proceeds  to the Company, after
associated  expenses,  were  approximately  $987,000.  The  stock  issued  was
subsequently  registered for resale with the Securities and Exchange Commission.
During  1999,  the  Company also issued a convertible debenture in the amount of
$40,000,  which  was  converted  into  17,778 shares of common stock in December
1999.

During  the  years  ended  December 31, 1998 and 1997, the Company issued 19,499
shares and 21,940 shares, respectively, of common stock valued at prices ranging
from  $5.75 to $11.58 per share and $8.45 to $33.13 per share, respectively, for
services  rendered.  During  the  year  ended  December  31,  1997,  an  officer
surrendered  696  shares  of  common  stock  in payment of a noninterest-bearing
advance.


NOTE  I  -  EARNINGS  (LOSS)  PER  COMMON  SHARE

The  following data show the amounts used in computing net loss per common share
from continuing operations, including the effect on net loss for preferred stock
dividends  and  a  beneficial conversion feature associated with preferred stock
and  warrants.  The  following  data  also  show  the weighted average number of
shares  and  rights  to  acquire shares with dilutive potential.  For 1998, loss
from continuing operations applicable to common stock includes a noncash imputed
dividend  to  the  preferred  shareholders  related to the beneficial conversion
feature on the 1998 Series A Preferred Stock and related warrants (Note G).  The
beneficial  conversion  feature is computed as the difference between the market
value  of  the  common  stock  into  which  the  Series A Preferred Stock can be
converted  and the value assigned to the Series A Preferred Stock in the private
placement.  The  imputed  dividend  is a one-time, noncash charge increasing the
net  loss  per  common  share.


<TABLE>
<CAPTION>

                                                                      Year ended December 31,
                                                            ------------------------------------------
                                                                1999           1998            1997
                                                            ------------   ------------   ------------
<S>                                                         <C>            <C>            <C>
Loss from continuing operations                             $(11,995,158)  $ (1,221,025)  $ (2,324,262)
Dividends on preferred stock                                     (25,414)      (107,273)       (15,000)
Imputed dividend from beneficial conversion feature                    -     (1,239,290)             -
                                                            ------------   ------------   ------------
Loss from continuing operations applicable to common stock
                                                            $(12,020,572)  $ (2,567,588)  $ (2,339,262)
                                                            ============   ============   ============
</TABLE>


<TABLE>
<CAPTION>
                                                                                                      Year ended December 31,
                                                                                                  -------------------------------
                                                                                                    1999       1998       1997
                                                                                                  ---------  ---------  ---------
<S>                                                                                               <C>        <C>        <C>
Common shares outstanding during the entire year                                                  5,228,366  4,850,157  4,287,116

Weighted average common shares issued during the year                                               465,148    223,306    315,964
                                                                                                  ---------  ---------  ---------

Weighted average number of common shares used in basic EPS                                        5,693,514  5,073,463  4,603,080

Dilutive effect of stock options and warrants                                                             -          -          -
                                                                                                  ---------  ---------  ---------

Weighted average number of common shares and dilutive potential common stock used in diluted EPS  5,693,514  5,073,463  4,603,080
                                                                                                  =========  =========  =========
</TABLE>


For  the  years  ended December 31, 1999, 1998 and 1997, none of the options and
warrants  that  were  outstanding,  as described in Note J, were included in the
computation  of  diluted  EPS  because  to  do so would have been anti-dilutive.


NOTE  J  -  STOCK  OPTIONS  AND  WARRANTS

1.     Stock-based  compensation  plans

During  the  periods  presented  in  the  accompanying financial statements, the
Company  had  stock options that were granted under four stock option plans: the
1991  Director  Stock  Option  Plan  (the 1991 Director Plan); the 1996 Director
Stock Option Plan (the 1996 Director Plan); the 1997 Stock Option and Award Plan
(the  1997  Employee  Plan);  and  the 1987 Stock Option Plan (the 1987 Employee
Plan).  The  Company  has  also  granted  options  under  executive  employment
agreements.

A  summary of the status of the options granted under the Company's stock option
plans and employment agreements at December 31, 1999, 1998, and 1997 and changes
during  the  years  then  ended  is  presented  in  the  table  below:


<TABLE>
<CAPTION>
                                                Year ended December 31,
                          ---------------------------------------------------------------------
                                 1999                    1998                   1997
                          ---------------------  ---------------------- -----------------------
                                     Weighted-               Weighted-               Weighted-
                                      average                 average                 average
                                      exercise                exercise                exercise
                           Shares      price       Shares      price       Shares      price
<S>                       <C>        <C>         <C>         <C>         <C>         <C>
Outstanding at beginning
of year                    924,990   $    10.53  1,014,736   $    13.55  1,219,936   $    12.18
                          ---------              ----------  ----------
Granted                    560,000         2.05    704,000         9.95    480,800        15.35
Exercised                 (105,880)        1.61   (110,546)        6.58   (116,000)        6.70
Forfeited                 (830,178)        9.44   (130,400)       12.88          -            -
Canceled                   (24,000)        7.34   (552,800)       15.55   (570,000)       13.53
                          --------                --------               ---------
Outstanding at end
of year                    524,932   $     5.17    924,990   $    10.53  1,014,736   $    13.55
                          ========                ========               =========
Exercisable at
end of year                515,144   $     5.03    482,994   $    10.20    469,742   $    11.23
                          ========                ========               =========
</TABLE>


The  weighted-average  fair value of each option grant is $0.89, $2.88 and $7.60
for  the  years  ended  December  31,  1999, 1998 and 1997, respectively, and is
estimated on the date of grant using the Black-Scholes option pricing model with
the  following  weighted-average  assumptions  used  for grants during the years
ended  December  31, 1999, 1998 and 1997, respectively: risk-free interest rates
of  5.1  percent, 5.5 percent, and 6.0 percent; expected dividend yields of zero
for  all  periods;  expected  lives  of  2.5,  5.4,  and 5.8 years; and expected
volatility  of  114  percent,  46  percent,  and  42  percent.

A  summary  of  the  status of the options outstanding under the Company's stock
option  plans and employment agreements at December 31, 1999 is presented below:


<TABLE>
<CAPTION>
                                          Weighted-
                                          average        Weighted-                 Weighted-
                                          remaining      average                   average
                              Number      contractual    exercise    Number        exercise
Range of exercise prices   outstanding    life (years)   price       exercisable   price
------------------------   -----------    ------------   ---------   -----------   ---------
<S>                        <C>            <C>            <C>         <C>           <C>

$1.50 - $2.00               120,000        2.40           $ 1.58      120,000       $ 1.58
$2.01 - $3.00               270,000        1.96             2.50      270,000         2.50
$3.01 - $17.50              134,932        2.56            13.71      125,144        13.78
                            -------                                   -------
$1.50 - $17.50              524,932        2.28           $ 5.17      515,144       $ 5.03
                            =======                                   =======
</TABLE>


In  January  1996,  the  Company granted options to three executives under newly
executed  employment  agreements.  The  agreements granted options to acquire an
aggregate  of 330,000 shares of common stock at an exercise price of $10.625 per
share.  The  options  under  the  employment agreements vested 20 percent on the
grant  date  and  20 percent for each year of service thereafter, and would have
expired  in  January  2006.  All of the options granted in 1996 were canceled in
1997.

In  1998  and  1997,  two former executives exercised options to acquire 110,546
shares  and  12,000  shares, respectively, of common stock in exchange for notes
receivable  in  the  aggregate amount of $726,190 and $69,375, respectively.  In
1998,  the  Company established a reserve of $400,000 against these notes due to
the  uncertainty of their collection in light of the decline in the price of the
Company's common stock.  During 1999, the Company agreed to accept substantially
all  of the proceeds from the sale of the common stock held by one of the former
officers  of  approximately  $438,000  in  satisfaction  of  his  notes totaling
$726,190.  The  note  for  $69,375  was  extinguished as part of a settlement of
litigation  against  the  other  former  officer.

In  conjunction  with  the 1997 employment of a new chief executive officer, the
Company  granted  options to acquire 400,000 shares of common stock. The options
were  granted  at  $14.375  per  share, but were exercisable at the lower of the
grant  price or 80 percent of the trading price on the date of exercise (but not
less  than  $9.00 per share).  During 1998, this option was canceled in favor of
an  option  to  purchase  400,000  shares of common stock at prices ranging from
$9.00  to $16.25 per share.  During 1998, the Company granted options to acquire
120,000  shares  of  common  stock  to  a  new chief operating officer at prices
ranging  from  $7.475  to  $13.75  per  share. All of the foregoing options were
forfeited  in April 1999 with the resignation of both officers from the board of
directors  (Note  C).

A  new  chief  executive  officer  was  appointed  in  April  1999 (Note C).  In
conjunction  with  his  appointment,  the chief executive officer was granted an
option  to acquire 200,000 shares of common stock, half of which are exercisable
at  $1.50 per share and half at $2.50 per share. During April and May, three new
non-executive  directors  were  appointed  to  the  board.  On appointment, each
received  an option to acquire 200,000 shares of common stock, half of which are
exercisable  at  $1.50  per  share  and  half  at $2.50 per share.  Under Nasdaq
corporate  governance  rules, these options are subject to shareholder approval.
Additionally,  options to acquire an aggregate of 360,000 shares of common stock
have  been  granted principally to nonemployees, at prices ranging from $1.50 to
$2.50  per  share.  All  of these options are immediately exercisable, generally
expire  three  years  after  grant,  and  have  a  cashless  exercise provision.

Generally  accepted  accounting principles require that compensation be recorded
each  period  for  stock  options  with  cashless exercise provisions granted to
management, equal to the change in the stock price above the exercise price.  If
the  price of the stock declines during the period, a credit is recorded against
previously  recorded  compensation  expense, but not in excess of the cumulative
compensation  recorded since the grant date.  During the year ended December 31,
1999,  the  Company recognized $5,618,740 as a non-cash compensation charge as a
consequence  of  the  cashless  exercise  provisions  of  the options granted to
management  to acquire an aggregate of 240,000 shares. Additionally, the Company
has  recorded  non-cash  compensation expense during the year ended December 31,
1999,  of  $267,093  for  stock  options  granted  to nonemployees to acquire an
aggregate of 270,000 shares of common stock.  The compensation expense was based
on  the fair value of options granted using the assumptions discussed earlier in
this  Note.

In  November  1999,  the  board  of  directors  approved  options  to acquire an
aggregate  of  1,600,000 shares of common stock for $2.00 per share to the chief
executive  officer,  to the non-executive members of the board of directors, and
to  the  Company's  chief  consultant.  These  grants are subject to shareholder
approval, which approval will be sought at the next meeting of shareholders.  If
these options are approved by the shareholders, the participants in the deferred
compensation  plan  have  agreed  to  abandon  their  interests  in the deferred
compensation  pool  and  the  board  of  directors  has  agreed to terminate the
deferred  compensation plan.  If approved by the shareholders, the Company would
record  compensation  expense  as  measured  under generally accepted accounting
principles  on the date of shareholder approval, less the amount of the deferred
compensation  liability  terminated  at  that  date.

Under  the  1991  Director  Plan,  the Company granted options to acquire 12,000
shares  of common stock annually to each director.  Under this plan, the Company
may  grant  up  to  an aggregate of 300,000 options.  Options granted under this
plan  vested  immediately  and  expired  five  years  after the grant.  The 1991
Director  Plan  terminated  July  1,  1996.

Under  the  1996  Director  Plan,  the Company reserved 560,000 shares of common
stock  to  be granted to directors of the Company.  In 1996, the Company granted
options  to  each director to acquire 80,000 shares of common stock (for a total
of  400,000  options)  at $17.50 per share. Options under the 1996 Director Plan
vested  25  percent  on  the  grant date and 25 percent for each year of service
thereafter  and  expire  five  years  after  their vesting date.  Of the options
granted  in  1996, options with respect to 240,000 shares were canceled in 1997.
During  1998, options with respect to an additional 120,000 shares were canceled
or  forfeited,  leaving  options  for  40,000 shares outstanding at December 31,
1999.  The  1996  Director  Plan  terminated  May  9,  1999.

Under  the  1987  Employee  Plan,  as  amended  in 1994, the Company could grant
options  to  acquire  up  to 300,000 shares of common stock, of which options to
acquire  152,923  shares  were  exercised  and  no options are outstanding as of
December  31,  1999.  The  1987  Employee  Plan  terminated  November  9,  1997.

The  1997  Employee  Plan  reserves  300,000 shares of common stock for issuance
pursuant  to  stock options or stock awards granted, of which options to acquire
151,880  shares  have  been exercised or are outstanding and 105,554 shares have
been  awarded to employees and others as of December 31, 1999. Concurrently with
the  granting  of certain options in 1998, the Company canceled existing options
previously  granted  to  certain  employees  to purchase 72,800 shares of common
stock  at  prices  ranging  from  $11.725  to  $26.25 per share.  Shares awarded
primarily  consist  of  stock  issued  to  former management in November 1977 in
connection  with their termination and were recorded at fair value of $1,150,000
on  the  date  of  their  termination.

The  Company  adopted  the 1997 Employee Stock Purchase Plan (the Stock Purchase
Plan)  effective as of February 1, 1997.  The maximum number of shares of common
stock  which are available under this plan is 40,000 shares.  The Stock Purchase
Plan  provided an opportunity to the employees of the Company to purchase shares
of  common  stock  in  the  Company  at  85 percent of fair market value on each
offering date.  During the years ended December 31, 1998 and 1997, the employees
of  the  Company  purchased  29,273  and  6,163 shares of common stock for gross
proceeds  of $81,172 and $84,001, respectively.  The Stock Purchase Plan expired
December  31,  1998.

The Company accounts for options granted to management and to the members of the
board of directors under APB 25 and its related interpretations and the opinions
of  the  Emerging Issues Task Force.  Had compensation cost for these plans been
determined  based on the fair value of the options at the grant dates for awards
under  these  plans  consistent  with  the  method  prescribed  by SFAS 123, the
Company's  net loss and loss per common share would have been changed to the pro
forma  amounts  indicated  below:


<TABLE>
<CAPTION>
                                                  Year ended December 31,
                                          -----------------------------------------
                                               1999         1998          1997
                                          ------------  -----------   -------------
<S>                          <C>          <C>           <C>           <C>
Net loss                     As reported  $(8,704,380)  $(6,923,444)  $(14,817,811)
                             Pro forma     (3,492,019)   (7,337,855)   (16,118,507)

Net loss per common share    As reported  $     (1.53)  $     (1.63)  $      (3.22)
                             Pro forma          (0.62)        (1.79)         (3.50)
</TABLE>


2.     Stock  warrants

In  1998,  in  connection  with  a private placement of the Preferred Stock, the
Company  granted  warrants  to purchase 280,000 shares of common stock at $11.25
per  share.  In  connection with the redemption of the remaining Preferred Stock
in 1999, the Company canceled one half of the remaining warrants and reduced the
exercise  price  of  the  other  half  to  $1.25  per  share.

In conjunction with a private placement of common stock in May 1995, the Company
issued  warrants to a group of investors to acquire common stock of the Company.
After  that  time,  the  Company issued additional warrants to this group as the
previously  outstanding  warrants  were  exercised.

In January 1997, the  board of directors approved a reduction in the exercise
price, from $15.625 to $13.25 per share, of certain of these warrants related to
686,333 shares of common stock.  In consideration of this reduction, the holders
of  the  warrants  agreed  to  the  early  exercise  of  the warrants which were
otherwise  permitted to be exercised until November 1, 1998.  The holders agreed
to  exercise  307,124  shares  on  or  before  January  31, 1997, which exercise
occurred  and  resulted  in  gross  proceeds to the Company of $4,069,393.  This
initial issuance was priced at $15.625 per share and resulted in the issuance of
260,441  shares, with 46,683 shares held in reserve, because the reduced pricing
was  contingent  upon the timely exercise of the warrants related to all 686,333
shares.

The  agreement  relating  to  the exercise of the remaining 379,209 warrants was
amended  on  November 14, 1997.  The exercise price remained at $13.25 per share
or  an  aggregate  of $5,024,517 to be paid in ten equal installments commencing
November  15,  1997, and continuing on the day that was five weeks subsequent to
the  preceding  payment  until  the  full  amount  was paid.  On receipt of each
payment,  the  Company agreed to issue a certificate representing the stock then
being acquired, calculated at an exercise price of $13.25 per share, and issue a
replacement  warrant  covering  the  same  number  of  shares.  Additionally, on
receipt  of  the  first  payment,  the  Company  agreed  to deliver certificates
representing the 46,683 shares held in reserve and to issue replacement warrants
for  the  307,124 shares, exercised in January 1997, referred to in the previous
paragraph.  Replacement  warrants had an exercise price of $21.875 per share and
were  exercisable  at  any  time  through  April  16, 2003.  In the event that a
warrant holder failed to make one or more payments when due, that portion of the
outstanding  warrants  that was then due would thereafter have an exercise price
of  $15.625  per  share  and  the  holder would not be entitled to a replacement
warrant,  if  and  when  the  outstanding  warrant  was  exercised.  Due  to the
declining  market price of the Company's common stock, this group only exercised
67,555  warrants  after  the  amendment,  and  the remaining warrants expired in
November  1998.

In  November  1999,  the  exercise price of 374,680 warrants and 44,900 warrants
with  exercise prices of $21.875 and $11.25, respectively, were reduced to $2.00
per  share.

A  summary  of  the  status  of  common stock underlying the warrants issued and
changes  during  the  years  is  presented  in  the  table  below:


<TABLE>
<CAPTION>
                                        Year ended December 31,
                   --------------------------------------------------------------------
                           1999                   1998                   1997
                   ----------------------   --------------------   --------------------
                                Weighted-              Weighted-              Weighted-
                                average                average                average
                                exercise               exercise               exercise
                    Shares      price       Shares     price       Shares     price
                    ------      ---------   ------     ---------   ------     ---------
<S>                <C>          <C>         <C>        <C>         <C>        <C>
Outstanding at
beginning of year   654,680     $17.33       840,067   $17.23       840,067   $15.63
Granted             537,130       1.84       309,634    12.28       345,045    21.88
Exercised          (534,330)      1.84       (29,633)   13.25      (345,045)   13.25
Expired                   -          -      (465,388)   14.03             -        -
Canceled           (654,680)     17.33             -        -             -        -
                   --------                 --------               --------
Outstanding at
end of year           2,800     $ 1.25       654,680   $17.33       840,067   $17.23
                   ========                 ========               ========
</TABLE>


NOTE  K  -  COMMITMENTS  AND  CONTINGENCIES

1.     Litigation

In  September  1999,  certain  former  employees  of the Company filed a lawsuit
against the Company seeking damages for non-payment of a bonus arrangement, plus
penalties  and  attorneys  fees.  The  Company denies that the conditions of the
bonus  were  met,  has  filed a motion to dismiss certain claims, and intends to
vigorously  defend its position.  Management of the Company believes that it has
substantial  defenses  to  the  claims  and  does  not believe that the ultimate
outcome of this litigation will have a material impact on the financial position
of  the Company.  In March 2000, the chief executive officer agreed to indemnify
the  Company for all costs and expenses, including any judgments, arising out of
this  litigation  subsequent  to March  1,  2000.

2.     Operating  lease

The  Company leases certain office space under an operating lease for $2,256 per
month.  At  December  31,  1999  the chief executive officer of the Company is a
guarantor  on the lease and in March 2000, he assumed responsibility for payment
of  the lease through its expiration in September 2002.  Minimum future payments
under  this  non-cancelable operating lease at December 31, 1999 are as follows:

<TABLE>
<CAPTION>

<S>                         <C>
Year ending December 31,
------------------------
2000                        $27,343
2001                         28,436
2002                         21,961
Thereafter                        -
                            $77,740
</TABLE>


NOTE  L  -  RELATED  PARTY  TRANSACTION

The  Company  entered  into  a  consulting  arrangement  during  1997,  with  a
corporation  owned  and  controlled  by  a  former  director  of the Company who
resigned  in  April  1998.  Under  the terms of the arrangement, the corporation
agreed  to  provide the Company with advisory and consulting services concerning
the  commercialization  of  the technology held by Sensar Instruments, Inc., the
identification  of  markets  for  such  products, the establishment of marketing
contacts,  and  the  development  of an operational plan for the development and
marketing  of  products  based  on  this  technology. Under the arrangements the
Company incurred compensation expense of $95,540 in 1997 (none in 1999 or 1998),
plus  the  reimbursement  of  third-party  expenses  incurred  on  behalf of the
Company.


NOTE  M  -  UNUSUAL  CHARGES

The  Company  has  incurred  the  following unusual charges (credits) during the
years  covered  by  the  financial  statements:

<TABLE>
<CAPTION>
                                                                           Year ended December 31,
                                                                     ---------------------------------
                                                                        1999         1998       1997
                                                                     -----------  ---------  ---------
<S>                                                                  <C>          <C>        <C>
Termination benefits paid to former executive
  management
                                                                     $ 125,000    $      -   $1,383,964
Write down (recovery) of receivable from former
  executive officer and related litigation costs
                                                                       (12,035)    187,492            -
Write down (recovery) of notes receivable and
  accrued interest from former executive
  management for exercise of stock options

                                                                      (144,628)    456,723            -
Other charges                                                                -       5,734            -
                                                                     ---------    --------   ----------
                                                                     $ (31,663)   $649,949   $1,383,964
                                                                     =========    ========   ==========
</TABLE>


NOTE  N  -  AGEEMENT  WITH  NET2WIRELESS

The  Company  has  entered into an agreement with Net2Wireless Corporation, that
gives the Company the right to acquire Net2Wireless in exchange for the issuance
of  18,295,060  shares of the Company's common stock.  Net2Wireless acquired the
wireless  division  of I.T.E.S Ltd., and is a startup company that is focused on
developing  wireless internet communications, including multimedia applications.
In the event of a merger, options and other rights to acquire Net2Wireless stock
then  outstanding would be converted into rights to acquire 14,766,649 shares of
the  Company's  common  stock.  The  number  of  shares  to  be  issued  to  the
Net2Wireless  stockholders  will be increased in the event that the cash held by
the  Company at closing, plus all amounts collected on the notes receivable held
by  the  Company,  less all cash liabilities is not at least $4.45 million.  The
number  of  additional  shares  to  be issued will be determined by dividing the
short  fall,  if any, by $1.86.  The Company will also issue 1,000,000 shares to
certain  individuals  involved  in  identifying  Net2Wireless.

As  part  of this agreement, the Company has agreed to provide Net2Wireless with
short-term  financing  of  up  to  $2 million, of which $500,000 was advanced in
February  2000.  The advance bears interest at 8 percent per annum and is due in
full  on  or  before  September  30,  2000.  The financing will be used to allow
further  recruitment  of  technical  staff  for  ongoing  development  work  by
Net2Wireless.

As  part  of  the  transaction,  the  Company  has  agreed  to  the  following:

1.     Maintain  a  minimum  of  $4.5  million  in  cash  and  notes  receivable
(including  the  advance  to  Net2Wireless  discussed  above)  with only nominal
current  liabilities,  not  to  exceed  $50,000;

2.     Cause  to  be exercised all options, to acquire stock of the Company held
by  current  management  and  directors;  and

3.     Have  no more than 9,000,000 shares outstanding, including shares subject
to  options  at  the  time  of  closing.

In  order  to  eliminate  the  Company's  liabilities other than nominal current
liabilities,  the  Company  will  terminate  all  employment  and  consulting
agreements,  will terminate its deferred compensation plan, and has entered into
an  agreement effective March 1, 2000 with the chairman of the board whereby the
chairman  has agreed to indemnify the Company with respect to pending litigation
and  assume the real property lease to which the Company is a party. Termination
of  the  deferred compensation plan and the chief executive officer's employment
agreement  are  contingent on stockholder approval of options previously granted
by  the board of directors to management, non-executive directors, and the chief
consultant.

In  exchange  for  the  indemnification and the assumption of the lease in March
2000,  the  Company  distributed  to  the  chairman  of  the  board the minority
investment  interests  held  by  the  Company  with  a book value of $325,000 at
December  31,  1999,and  the  office  furniture  and  equipment  located  at the
Company's  Salt  Lake  City  office with a book value of $27,992 at December 31,
1999.  The  chairman  has  also  agreed  to  provide  100  hours of transitional
services  to  the  Company  to  assist  new  management.

The  agreement  is  subject to the satisfaction of several conditions, including
the approval of the shareholders of the Company and Net2Wireless.  The agreement
may  be  terminated by the mutual consent of the parties, by either party if the
closing  has not taken place by December 31, 2000, by either party if there is a
breach  by  the other party, or by the failure of the Company or Net2Wireless to
receive  shareholder  approval  of  the  transaction.

It  is  contemplated that, at closing, the current officers and directors of the
Company  will  resign  and Net2Wireless will appoint new directors and executive
officers  of  the  Company.  After  the  acquisition,  the  shareholders  of
Net2Wireless  will  own  a  majority  of  the  common  stock of the Company then
outstanding.  Accordingly,  for financial reporting purposes, the merger will be
treated  as  a  reverse  acquisition  accounted  for  as  a  recapitalization of
Net2Wireless.