SECURITIES  AND  EXCHANGE  COMMISSION
                              WASHINGTON,  D.C.  20549

                                   FORM  10-KSB

[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF  1934

     FOR  THE  FISCAL  YEAR  ENDED  JUNE  30,  1997

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

     For  the  transition  period  from  _______________  to  _______________.


                       COMMISSION  FILE  NUMBER  1-9190

                   STARTRONIX  INTERNATIONAL  INC.
     (Exact  name  of  registrant  as  specified  in  its  charter)


                        DELAWARE                      91-1263272
              (State or other jurisdiction of     (I.R.S. Employer
             incorporation or organization)     Identification No.)


                       7700 IRVINE CENTER DRIVE, SUITE 510
                          IRVINE, CALIFORNIA     92618
             (Address of principal executive offices)     (Zip Code)


     REGISTRANT'S  TELEPHONE  NUMBER,  INCLUDING  AREA  CODE    (949)  727-7420


     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     No     X.
                                                               -----

     Check  if  there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not  contained  in this form, and no disclosure will 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-KSB
or  any  amendment  to  this  Form  10-KSB.  [   ]

     State  issuer's  revenues  for  its most recent fiscal year.     $1,846,772

     State  the  aggregate  market  value of voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was  sold, or the average bid and asked prices of such common equity, as
of  a  specified  date within the past 60 days.  (See definition of affiliate in
rule  12b-2  of  the  Exchange  Act.)  $5,586,770, based on the closing price of
$0.16  for  the  common  stock  on  June  30,  1997.

     Indicate  the  number of shares outstanding of each of the issuer's classes
of  common stock, as of the latest practicable date.  As of June 30, 1997, there
were  38,517,298  shares  of  common  stock,  par  value  $0.001,  issued  and
outstanding.


                 DOCUMENTS  INCORPORATED  BY  REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them and identify the part of the form 10-KSB (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) of the Securities Act of 1933 ("Securities Act").  The listed
documents  should be clearly described for identification purposes (e.g., annual
report  to  security  holders  for  fiscal year ended December 24, 1990).  None.

                     Transitional Small Business Disclosure
                               Format (check one):

                             Yes _____     No __X__
                                                -

                                        1
<PAGE>


                       STARTRONIX  INTERNATIONAL  INC.

                           TABLE  OF  CONTENTS
                           -------------------


                                    PART  I

Item  1          Description  of  Business.

Item  2          Description  of  Property

Item  3          Legal  Proceedings

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


                                     PART II

Item  5          Market  for  Common  Equity  and  Related  Stockholder Matters.

Item  6          Management's  Discussion  and  Analysis  or Plan or Operations.

Item  7          Financial  Statements.

Item  8          Changes In and Disagreements With Accountants on Accounting and
                 Financial  Disclosure.


                                    PART III

Item  9          Directors,  Executive  Officers, Promoters and Control Persons;
                 Compliance  with  Section 16(a)  of  the  Exchange  Act.

Item  10        Executive  Compensation

Item  11        Security  Ownership of Certain Beneficial Owners and Management.

Item  12        Certain  Relationships  and  Related  Transactions.

Item  13        Exhibits  and  Reports  on  Form  8-K.


                                        2
<PAGE>
                                  PART  I

This Annual Report includes forward-looking statements within the meaning of the
Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based
on  management's beliefs and assumptions, and on information currently available
to  management.  Forward-looking  statements  include the information concerning
possible  or assumed future results of operations of the Company set forth under
the  heading  "Financial  Information-Management's  Discussion  and  Analysis of
Financial  Condition  or  Plan  of  Operation."  Forward-looking statements also
include  statements  in  which  words such as "expect," "anticipate,"  "intend,"
"plan,"  "believe,"  "estimate,"  "consider"  or  similar  expressions are used.

Forward-looking  statements  are  not  guarantees  of  future performance.  They
involve  risks, uncertainties and assumptions.  The Company's future results and
shareholder  values  may  differ  materially  from  those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any  forward-looking  statements.

ITEM  1  -  DESCRIPTION  OF  BUSINESS

OVERVIEW

     On  or about March 1997, management of the Company suspended all operations
due to a lack of funding.  The disclosure contained in this Part I describes the
business  and operations of the Company assuming it had not been suspended based
on  management's  assumption  that  the Company will at some point in the future
resume  operations.

     StarTronix  International  Inc. is a holding company in the high technology
electronic  products and on-line service industry that began selling its primary
product, the StarScreen, in 1997.  The StarScreen is the first screen-phone that
integrates  a  telephone  and  computer  capability  to  provide  home shopping,
banking,  E-mail  and  unlimited  Internet access and bill paying or shopping by
using  the  debit/credit card reader feature on the StarScreen.  StarTronix Inc.
is  an  independent  distributor  network  company  marketing  on-line services,
screen-based  phones, software training and telecommunications products to run a
home-based  business  and  discount  long distance telephone service through its
sister  company,  StarTronix  TelCom  Inc., using the least cost routing method.

     StarTronix International's business strategy is to develop and market "easy
to  use",  "plug  and  play"  high-technology  electronic  products  and on-line
services  through the Internet to the home-based business industry.  Through its
wholly  owned  subsidiary,  StarTronix  Inc.,  it  will  distribute its Internet
screen-phone, STARSCREEN, to its home-based distributors.  STARSCREEN is a multi
functional  screen  phone  that  integrates a telephone with a speaker phone and
answering  machine,  PC,  fax/modem,  and debit/credit card reader that provides
on-line services through the Internet.  The Company has also begun marketing its
first  proprietary  product,  the  STARVOICE PHONE, a voice recognition dialing,
state-of-the-art  phone  with  the following features: 40 voice trigger dialing,
large  LCD  directory  display,  10 number speed dialing capability, 3 one touch
dialing,  automatic redial every 4 minutes and an outgoing dialing data log.  In
addition, StarTronix Inc. provides a range of "How To" training programs for its
distributors;  instructing  them  on  running  a  home-based  business.


                                        3
<PAGE>

HISTORY

     StarTronix  International  Inc.,  formerly Gold Express Communications Inc.
and Gold Express Corporation, (hereinafter "the Company" or "StarTronix" or "the
Registrant")  was originally incorporated in the State of Washington on June 26,
1984,  as  a  mining and natural resource company.  In June of 1986, the Company
sold  511,634  shares  of  its  common  stock  to  the public for gross proceeds
totaling  $2,558,170,  which were used to fund the Company's limited operations.

     Since  its  incorporation  through  December  1994, the Company had limited
operations  and  no  operating  revenues.  Effective April 14, 1994, the Company
acquired  all  of  the outstanding stock of StarTronix Inc. ("StarTronix Inc."),
formerly  SmartCom  International,  Inc.  and  StarTronix International Inc., an
emerging  company  in the on-line services business.  In April 1994, the Company
issued  2,800,000 shares of its common stock in exchange for all the outstanding
shares  of common stock of StarTronix Inc.  StarTronix Inc., an entity formed in
January 1994, is a marketing company of new on-line service and screen phone for
user  friendly  access  to  the  Internet.  StarTronix  Inc.  has  had  limited
operations  to  date  and its ability to achieve future profitable operations is
dependent  on  obtaining  sufficient  funds  to  initiate  its  business  plans.
Concurrently  with  the  issuance of the 2,800,000 shares by StarTronix, certain
stockholders  of  the  Company  entered  into  separate  agreements with a party
related  to  the former stockholder of StarTronix Inc.  Under the terms of these
agreements  the  Company's  stockholders  sold  one-half  of their shares of the
Company  common  stock  (approximately  1,165,000  shares)  to this party.  This
exchange  of  stock resulted in voting control of StarTronix transferring to the
former  stockholder  of  StarTronix  Inc.

     In  December 1994, the Company issued 500,000 shares of its common stock in
exchange for all of the outstanding stock of GlobalTelCom Inc. ("GlobalTelCom"),
a  provider  of  products  and  services relating to long distance telephone and
debit  card  services.  With  this  change  in  ownership and the acquisition of
GlobalTelCom,  the Board of Directors changed the business focus and orientation
of the Company out of mining and natural resources and into on-line services and
hardware/software  products  for  user  friendly  access  to  the  Internet.

     In  September  1995,  the  Company  took the following actions: changed the
state  of  incorporation  from the State of Washington to the State of Delaware,
changed  the  name  of  the corporation from Gold Express Communications Inc. to
StarTronix  International  Inc.,  increased  the  authorized  common  stock  to
50,000,000  shares  and  created  a  class  of  preferred stock in the amount of
10,000,000  shares.  During  fiscal  1996,  the  Company  initiated two separate
preferred  stock  offerings,  with  rights,  allowing for conversion into common
stock  to  raise  $6,000,000.  During  fiscal 1996, the Company also changed the
name  of  its  subsidiary  from  StarTronix  USA  Inc.  to  StarTronix  Inc.

SUBSIDIARIES

     EAGLE  CLAW  MINING  COMPANY,  INC.  The Company is the sole shareholder of
Eagle  Claw Mining Company, Inc., an Idaho corporation ("Eagle Claw"), which was
engaged  in  preliminary exploration of minerals on properties located in Idaho.
All of the Company's operations in these properties was terminated during fiscal
year  ended  June  30,  1988, and the remaining equipment was sold during fiscal
year  ended  June  30,  1990.  As  part  of the StarTronix Inc. acquisition, the
ownership  of  the  Vulcan/Gold  Dike  Property  and the subordinated debentures
receivable obtained by the Company through the sale of the Copper Flat Property,
were  to be transferred to Eagle Claw Mining Company, Inc. This transfer did not
take  place  and remains on the books of StarTronix and does not have any impact
on  the  consolidated  financial  statements.  In December 1995, the assets were
transferred  to  Globex-Nevada,  Inc.  and  there are no remaining assets on the
books  of  Eagle  Claw Mining Company, Inc.  Eagle Claw Mining Company, Inc. was
administratively  dissolved  by  the  State  of  Idaho  in  December  1996.


                                        4
<PAGE>

     STARTRONIX  INC.  The Company is the sole shareholder of StarTronix Inc., a
Delaware  corporation  which is a marketing company that is concentrating on the
development  and  marketing  of  home-based  services  and  products,  including
personal  communications  and  telecommunications  products.

     GLOBALTELCOM  INC.  The  Company is the sole shareholder of GlobalTelCom, a
Georgia  corporation  which  is  a  primary  provider of long-distance telephone
communications and debit card services.  GlobalTelCom lost its primary customers
during  fiscal  1995  and has since had little activity.  At the end of the 1996
fiscal  year,  the  company  ceased operations, and was dissolved in April 1997.

     STARTRONIX  TELCOM  INC.  The Company is the sole shareholder of StarTronix
TelCom  Inc.,  (formerly GoldTone Communications, Inc.), a new subsidiary formed
in  August  1995  and which changed its name in November 1995 for the purpose of
providing  specialized  long  distance telephone and debit card services.  There
has  been  no  activity  as  of  the  date  of  this  report.

     STARTRONIX ON-LINE INC.  The Company formed this new subsidiary in November
1995  to provide on-line services and Internet access to StarTronix.  StarTronix
On-Line  Inc.  provides  home  banking,  shopping,  bill paying, news, financial
services, email and distributor services through the Internet via local dial-up.
It  is  continually  expanding  its  services  to meet the emerging needs of its
users.  No substantial operations will occur until the Company begins to deliver
its  premier  product.

     STARTRONIX  MARKETING  N.A. INC.  The Company formed this new subsidiary, a
Canadian  company,  on  June  4,  1996  to  market  the products and services of
StarTronix  Inc.  in  the  Canadian marketplace.  As of the date of this report,
this  entity  has  had  little  activity.

MANUFACTURING  AND  DISTRIBUTION

     Full  scale  sales and marketing of the products and services are dependent
on  the  Company's  ability  to raise funds independent of the Company's assets.
Because of the financial problems encountered during 1997, the Company will need
to identify and contract with new manufacturers, and new distributors will
need  to  be signed, once operations are revived.

     StarTronix marketing plan is to allow average individuals to participate in
the  information  age  without  the need to learn how to use a computer or other
unfamiliar  devices. At the same time, provide a business opportunity and income
generator  for  the individuals marketing the program. StarTronix feels by using
this  residual  income marketing approach it will retain a much higher degree of
its  customers  and  users  than  the  traditional  marketing  approach.

     The  Company  will  require certain levels of inventory to be maintained to
meet  increased  growth  of  the  distribution  base.  This  growth will require
additional  working  capital  to be generated through additional debt and equity
offerings.  Additionally,  the growth of the number of distributors will provide
additional  capital  through  the  purchase  of  the  distributor  contracts.

INTELLECTUAL  PROPERTY

     StarTronix  has  no patents, licenses, franchises, or concessions which are
considered  by  the  Company  to  be  material.  StarTronix Inc. negotiated with
Golden  Source  Electronics  Ltd.,  a Hong Kong based company to manufacture the
StarScreen  system.


                                        5
<PAGE>

SEASONALITY  AND  GOVERNMENT  CONTRACTS

     The  primary  business  of  StarTronix  is  marketing  on-line services and
products  and  is  not  affected  by  seasonal  changes.

     The  Company  has  no  contracts  with the Federal or any state government.

COMPETITION

     The  Company  believes that the StarScreen has no competitors at this time,
there are many large company's who do sell computers, software, on-line services
and  connectivity  but  none  that have combined all aspects to run a home-based
business.  There are several companies such as Oracle, Sony, and Apple that have
announced  their  future version of a Internet Terminal.  All of these companies
are relying on a TV set top box.  These units are not independent and need other
appliances  such  as  a  TV  in order to work.  In addition, they do not provide
expandability  or  portability  like  the  StarScreen  and are not packaged in a
familiar  appliance  already  in  the  home  --  the  telephone.

     The  Company's  competitors current marketing plans calls for a traditional
approach,  selling  their  units  in  retail  outlets.  They are in the hardware
business.  By using this approach they do not provide many important things that
StarTronix  does.  StarTronix  provides  a  complete  package  for its users and
marketers eliminating the confusion of compatibility, software, hardware, modems
and  connectivity  issues  for  the  user.

EMPLOYEES

     As  of  June  30,  1997 there are approximately 3 employees in the Company,
other  than  the  officers.  All  of  the  employees were serving administrative
functions  during  the  suspension  of  operations.

ITEM  2  -  DESCRIPTION  OF  PROPERTY

     The  Company  maintained  its  corporate offices in Irvine, California. The
premises,  consisting  of approximately 13,273 square feet, are currently leased
at  a monthly rental of $14,600 for a thirty-six (36) month period which expired
in  April  1999.  Currently  the  property  utilized  is  meeting  the  Company
requirements, however as the distributor base and sales volume increases, it may
require  additional  space  for expansion for our growing products and services.

     Until November 1996, the Company leased office space in Atlanta Georgia for
the  operations  of GlobalTelCom. The lease required a monthly rental of $3,450,
and  as  of  November  1996  the  Company  did  not  renew  the  lease.

ITEM  3  -  LEGAL  PROCEEDINGS

     The  Company  had been involved in a legal proceeding with a former officer
and  director  related  to  a  dispute  as  to  balances  owing on an employment
contract.  A  lawsuit  was  filed in District Court, County of Douglas, State of
Colorado  on  March  25,  1994 and was dismissed with prejudice.  The matter was
settled  by  an  arbitration agreement dated May 22, 1996 in favor of the former
officer  and  director.  As  a  result,  the  Company  has expended an amount of
$103,882  as  final  settlement.


                                        6
<PAGE>

     On November 7,1996 a suspension of conversion of the Series "C" Convertible
Preferred  stock  was  announced  to  preferred  stockholders  as  a  result  of
irregularities  in  the  trading  of  StarTronixs' Common Stock which management
believes  is  related  to  the  conversion  terms  of  the  Regulation S private
placement.  A  shareholder  has  brought an action against the Company to compel
the  conversion  of  certain  class  "C"  Preferred  Stock to Common stock or to
rescind  the  subscription  agreement  and  recover  the  shareholders' original
investment  in  the  amount of $1,337,500.  The Company has answered and counter
claimed  denying  the  allegations of the complaint and asserting counter claims
against the plaintiff for misrepresentations and security law violations.  As of
June  30, 1997, the Company was in settlement negotiations with the shareholder,
and  the  lawsuit  was  settled  in  August  1997.

     In  December  1996, a second action was filed by a shareholder group in the
Superior  Court  of the State of California in Los Angeles County related to the
suspension  of  the  conversion  feature of the Series "C" Preferred Stock.  The
action  seeks  to  compel  the  Company  to  resume conversion of the Series "C"
Preferred  Stock  or,  in the alternative, to rescind the subscription agreement
and  recover  the shareholders' original investment in the amount of $2,367,500,
plus  interest  and  punitive  damages.  As of June 30, 1997, the Company was in
settlement  negotiations  with  the  shareholder, and the lawsuit was settled in
August  1997.

     In  August  1997,  the Company settled the lawsuits with all but two of the
Series  "C" Preferred Stock holders, resulting in the conversion of their shares
as  originally  contemplated.  In  August  1999  and  May 2000, a settlement was
reached  with  the  final  two  holders  of Series "C" Preferred Stock, who were
issued  1,250,000  and  2,000,000  shares  of  common  stock,  respectively.

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

     No  matters  were  submitted  to the security holders for a vote during the
period  covered  by  this  report.


                                        7
<PAGE>

                             PART  II

ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     The  Company's  common  stock  was  traded  on NASDAQ National Market until
October  22,  1993.  Effective on that date, the NASDAQ removed the Company from
the National Market System because the Company no longer met the price per share
qualifications  for  such listing.  The Company's common Stock is still reported
on  the  NASDAQ Over the Counter Exchange.  All available quarterly high and low
sales  prices  of  the Company's stock for the two years preceding June 30, 1997
are  listed  in the table below, as adjusted to reflect a 10 for 1 reverse stock
split  January  20,  1994.

<TABLE>
<CAPTION>

<S>      <C>         <C>            <C>             <C>
                                       BID PRICES
        YEAR        PERIOD         HIGH            LOW

        1997     First Quarter     .68            .23
                 Second Quarter    .65            .16
        1996     First Quarter    2.50            .44
                 Second Quarter   2.16           1.09
                 Third Quarter.   1.50            .81
                 Fourth Quarter   1.25            .45
        1995     First Quarter    1.38           1.38
                 Second Quarter   1.31           1.31
                 Third Quarter.   1.50            .84
                 Fourth Quarter   1.10            .53
</TABLE>

     NUMBER  OF  SHAREHOLDERS

The number of beneficial holders of record of the common stock of the Company as
of  the close of business on June 30, 1997 was approximately 1,000.  Many of the
shares  of the Company's common stock are held in "street name" and consequently
reflect  numerous  additional beneficial owners.  In addition, due to the change
of  transfer agents twice between June 30, 1997 and the date of this report, the
Company  is  estimating  the  number  of  shareholders  for  purposes  hereof.

DIVIDEND  POLICY

To  date,  the  Company  has declared no cash dividends on its common stock, and
does  not expect to pay cash dividends in the near term.  The Company intends to
retain  future earnings, if any, to provide funds for operation of its business.

RECENT  SALES  OF  UNREGISTERED  SECURITIES


                                        8
<PAGE>

     In  1996,  the  Company authorized the issuance of 400,000 shares of Series
"C"  Preferred  Stock  at  $10.00 per share.  This was subsequently increased to
650,000  shares.  The  registered  holders  of  Series  "C" Preferred Stock were
entitled  to  a  number  of privileges and rights including the right to receive
cumulative  dividends  at  the  annual rate of $0.60 per share payable in common
stock,  conversion  rights according to a predetermined formula, and liquidation
rights  in the event of a liquidation, dissolution or winding up of the Company.
The  Company  received an aggregate of $6,500,000 in proceeds from the offering,
minus  offering  costs  of  approximately  $1,000,000.

     On  November  7,  1996,  a  suspension  of  conversion  of  the  Series "C"
Convertible  Preferred Stock was announced to preferred stockholders as a result
of  irregularities in the trading of the Company's common stock which management
believes  is  related  to  the  conversion  terms  of  the  Regulation S private
placement.  Numerous  shareholders filed a lawsuit against the Company to compel
the  conversion  of  certain  class  "C"  Preferred  Stock  to  common  stock.

     In  January  1997,  the  Company  sold  an aggregate of 3,750,000 shares of
common  stock,  restricted  in  accordance  with  Rule  144  promulgated  under
Regulation  D, to one accredited investor, for cash consideration of $1,500,000.
The  issuance  was  exempt  under  Rule  4(2)  of  the  Securities  Act of 1933.

     In  January  1997, the Company sold an aggregate of 64,000 shares of common
stock, restricted in accordance with Rule 144 promulgated under Regulation D, to
one  accredited  investor,  for cash consideration of $32,000.  The issuance was
exempt  under  Rule  4(2)  of  the  Securities  Act  of  1933.

     In  February 1997, an aggregate of 150,000 shares of common stock which had
been  previously  issued  to  the  President  of StarTronix Inc as a performance
incentive  were  retired.

ITEM  6  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

     On  or about March 1997, management of the Company suspended all operations
due to a lack of adequate funding.  Management anticipates that the Company will
resume  operations  in  the  future, however, the exact time and the extent that
operations  will  be  continued  is  unknown.

RESULTS  OF  OPERATIONS

     During  the  year  ended  June  30,  1997, the Company reported revenues of
$1,846,772  and  a net loss of $15,338,481 compared to revenues of $97,654 and a
net loss of $6,021,898 for the year ended June 30, 1996.  These sales consist of
$1,304,850  (70%)  from  the sale of "starter kits," and $502,233 (27%) from the
sale  of  the  StarScreen.

     During  the  year  ended  June  30,  1997,  the  Company incurred operating
expenses of $14,114,496, resulting in an operating loss of $13,243,806, compared
with operating expenses and loss of $5,786,920 and $6,021,898, respectively, for
the  year ended June 30, 1996.  This represents an increase of over 120% in both
instances.  The  operating  expenses  include a write down of impaired assets in
the amount of $5,386,591 which reflects a write off of all the Company's assets,
and  the  forfeiture  of a deposit with the StarScreen supplier in the amount of
$1,607,570  with  the  third party who was manufacturing the StarScreen product,
both  of which occurred as a result of the Company's suspension of operations on
March  31,  1997.  Other  operating  expenses  include  professional  fees  and
consulting  ($1,785,742),  financial  marketing  services  ($1,292,160),  salary
expense ($2,450,132) and other selling, general and administrative ($1,157,661),
all  of  which  were  incurred as a result of the Company's increased efforts to
manufacture  and  market  its  StarScreen  product.

     For  the  year  ended  June  30,  1997, the Company incurred other expenses
(income) equal to $2,094,675, which consisted primarily of a loss on investments
related  to  the  write-off  of the Company's investment in AmWest Environmental
Group, Inc. equal to $2,066,250.  This is compared to other expenses (income) of
$234,978  for  the  year  ended  June 30, 1996, an increase of nearly nine-fold.


                                        9
<PAGE>

As  a  result  of  the above, the Company incurred a net loss of $15,338,481, or
$0.61 per share, for the year ended June 30, 1997, as compared to $6,021,898, or
$0.48  per  share,  for  the  year  ended  June  30,  1996.

LIQUIDITY  AND  CAPITAL  RESOURCES

     During  the  year  ended  June  30,  1997,  the  Company reported cash from
financing  activities equal to $6,359,739, of which $4,827,739 was from the sale
of  their  Series  "C"  Convertible Preferred Stock, and $1,532,000 was from the
sale  of  common stock.  During this same period, the Company used $5,391,832 in
its  operating  activities,  along  with  $959,287  in its investing activities,
resulting  in  a  net increase in cash during the period from $2,355 at June 30,
1996  to  $10,975  at  June  30,  1997.

     For the fiscal year ended June 30, 1996, cash from financing activities was
equal to $2,335,982.  During this same period, cash used in operating activities
was  equal  to  $1,962,606, a decrease of 63% as compared to the year ended June
30,  1997.

     Cash  used  in  investing  activities  for  the  year  ended  June 30, 1997
consisted  of an acquisition of fixed assets equal to $915,642 which consists of
computers  and  other  equipment,  and an investment in a Canadian joint venture
equal  to  $43,645.

     At June 30, 1997, as a result of the suspension of operations by management
and  the  related  write-down  of  all  of  the Company's assets, the only asset
consisted  of  $10,975  in  cash  and  $56,500  representing  a  deposit held in
connection with a joint venture.  This is compared to total assets of $3,595,387
at  June  30,  1996.

     At June 30, 1997, total liabilities were equal to $4,531,026 as compared to
$1,872,299  at  June  30, 1996.  This increase was due in part to an increase in
accounts  payable  -  trade from $443,292 at June 30, 1996 to $2,032,234 at June
30,  1997,  an  increase  of  over  350%  arising  from  the Company's increased
manufacturing  and  sales  activities during the applicable period.  The Company
also  reported  $659,719  due  to  related parties, $277,058 due to officers and
directors,  $1,162,015  in accrued expenses (including $400,000 as a reserve for
claims  brought  as  a  result of the suspension of operations), and $400,000 in
related  party  notes  payable.

     As a result of the above, total stockholders equity went from $1,723,088 at
June  30,  1996  to  a  deficit  of  ($4,463,551)  at  June  30,  1997.

     The  Company's independent certified public accountants' report on the June
30,  1997  consolidated  financial statements contained an explanatory paragraph
expressing  substantial doubt as to the Company's ability to continue as a going
concern.  The  Company has minimal capital resources presently available to meet
obligations  that  normally can be expected to be incurred by similar companies.
To  carry  out  its  planned activities, the Company requires additional capital
infusion.  The  success of management's plan for the continuation of the Company
as  a  going  concern  is  dependent upon the Company's ability to raise working
capital  and  successfully  market  its  premier  product,  the  StarScreen.

ITEM  7  -  FINANCIAL  STATEMENTS

The  financial  statements  called  for under this item appear under the caption
Index  to  Financial  Statements  (Page  F-1  hereof).


                                       10
<PAGE>

ITEM  8  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     Effective  September  20,  1996,  the  independent  accounting  firm of BDO
Seidman,  LLP  ("BDO"),  previously engaged as the principal accountant to audit
the financial statements of the Company resigned.  BDO informed the Company that
it  believed  it could no longer rely on management's representations due to the
following  facts,  which  were  discussed with the Company's Board of Directors:

     BDO  raised  issues  regarding  amounts  reported  by  the  Company for the
quarters  ended  September  30,  1995,  December  31,  1995, and March 31, 1996,
relating  to  goodwill,  stock  compensation and disbursement items; The Company
failed to notify BDO of the Company's use of financial statements audited by BDO
as  part of its private placement memorandums, and; The Company did not have the
internal  controls  necessary  to  develop  reliable  financial  statements.

     BDO's reports on the consolidated financial statements for the fiscal years
ending  June  30,  1994  and  1995  contained an explanatory paragraph as to the
Company's  ability  to  continue  as a going concern.  The reports for both such
fiscal  years  also noted that the Company changed its method for accounting for
income  taxes  effective July 1, 1993.  The report on the consolidated financial
statements for the fiscal year ended June 30, 1995 referenced a matter discussed
in  Note  5  to  the  financial  statements  regarding  a demand letter from the
purchaser  of  gold  mine  property  alleging breaches in the terms of the sales
contract  and  seeking  a  reduction in the sales price and in the corresponding
amount  due  to  the  Company  in  the  form  of  debentures.

     Effective  October  24,  1996, the Company's Board of Directors engaged the
independent  accounting firm of Strabala, Ramirez and Associates ("Strabala") as
the  principal  accountant  to  audit  the  financial  statements of the Company
through  and  as  of  June  30,  1996.  Strabala  agreed  to audit the financial
statements  of  the  Company  based  on  the  following  facts:

     1.     The  Company  has  initiated changes in the management structure and
internal  control  environment,  including  hiring  a  new  CFO, establishing an
accounting  department  with  segregation  of  duties,  and  reorganization  of
management  to take control away from officers and executives who were primarily
responsible  for  the  presentation  of  financial  information which was one of
several  factors  which  lead  to  the  resignation  of  BDO  Seidman  LLP.

     2.     The Company has agreed to propose to its shareholders to take action
to expand the current Board of Directors from three (3) to five (5) individuals,
with  two  (2)  of the new directors to be independent members of the community,
and  to  replace  two  of  the  existing  directors,  and;

     3.     The  Company  has agreed to amend the Forms 10-Q filed for the first
three  quarters  of  fiscal 1996 to correct the misstatements contained therein,
and;

     4.     The  Company has assured Strabala that it will obtain its consent to
use  the  audited  financial  statements  of  Strabala  in  future  registration
statements  and  private  placement  memorandums.

     BDO  was authorized to fully respond to Strabala's inquiries concerning the
subject  matter  of  each  reportable  event. BDO was authorized by the Board of
Directors  to expand the scope of their audit as a result of such issues. Due to
BDO's  resignation,  however,  BDO  did  not  expand  the  scope  of  its audit.


                                       11
<PAGE>

                               PART  III

ITEM  9  -  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     The  following  table  sets  forth  the names and ages of the directors and
executive officers of the Company as of June 30, 1997, the principal offices and
positions with the Company held by each person and the date such person became a
director  or  executive  officer  of the Company.  The executive officers of the
Company are elected annually by the Board of Directors.  The directors serve one
year  terms  until  their  successors are elected.  The executive officers serve
terms  of  one year or until their death, resignation or removal by the Board of
Directors.  There  are  no family relationships between any of the directors and
executive  officers.  In  addition,  there  was  no arrangement or understanding
between  any executive officer and any other person pursuant to which any person
was  selected  as  an  executive  officer.

The  directors  and  executive  officers  of  the  Company  are  as  follows:

<TABLE>
<CAPTION>

<S>                               <C>          <C>

Name                              Age       Positions

Greg  Gilbert                     55        Mr.  Gilbert  has  been  CEO  of  StarTronix  and a Director
  Chairman  &  CEO                          since  April  15,  1994  and  is  also  owner  of  Gilbert &
  of  StarTronix  Intl.                     Associates,  a  financial  investment and consulting firm
                                            since  1971.

James  Valle                      37        Mr.  Valle  is  a  Certified  Public  Accountant  who  joined
  Vice-President  &                         the  firm  in  late  August  1996.  Prior  to  joining
  Chief  Financial Officer                  StarTronix International Inc., he was Chief Operating
  of  StarTronix  Intl.                     Officer  and  Chief  Financial  Officer  of  a  national
                                            internet  server  provider,  and  was  Chief  Financial
                                            Officer  of  a  multi-million  dollar  service  and
                                            manufacturing  organization.

Gerald  Fitch                    63         Mr.  Fitch  joined  the  Company  in  May  1995  as  COO  and
  Chief Operating Officer                   elected  a  Director in August 1995. Prior to joining
  of  StarTronix  Intl.                     StarTronix,  he  was  Senior  V.P.  and  Chief  Financial
                                            Officer  for  Astech/MCI  during  the  period  from  1992  to
                                            1995  and  was  Chief  Financial  Officer  for  Jermar
                                            Industries  Inc.  from  1984  to  1992.

Norman  Shink                    44         Mr.  Shink  joined  the  Company  in  March  1996  as  President
  President,  StarTronix  Inc.              of StarTronix Inc. From 1990 through February 1996
                                            Mr. Shink  was  Executive  Vice  President  for  Applied
                                            Electronics.  Concurrently,  Mr.  Shink  was  Executive  Vice
                                            President  of  Quorum  International,  an  Applied
                                            Electronics  related  company.  In  September  1996,  Quorum
                                            International  Applied  Electronics  filed  a  petition  for
                                            protection  under  Chapter  11  of  the  United  States
                                            Bankruptcy  Code.

                                       12
<PAGE>
J.  Michael  Sellards            48         Mr.  Sellards has been Executive Vice President of
  Executive  Vice President                 StarTronix Inc. a Director of the Company since 1994.
  of  StarTronix  Inc.,                     Mr.  Sellards has worked for Mr. Gilbert for twenty years
  Director                                  providing  a  wide  range  of  operating  support.

Christopher  Reid                40         Mr.  Reid  joined  the  Company  in  September  1996 as Senior
  Senior  Vice  President                   Vice President, General Counsel of StarTronix Inc. From
  General  Counsel  of                      1992  through  September  1996  Mr.  Reid  served  as Vice
  StarTronix  Inc.  and                     President  and  General  counsel for Quorum International
  Canadian  General Manager                 Applied Electronics. Prior to that, he served as Vice
                                            President  of  the  Edper  Group.

</TABLE>



COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934.

Section  16(a)  of  the  Securities  Exchange Act of 1934 requires the Company's
directors  and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports  of  ownership  and  reports of changes in ownership of Common Stock and
other  equity  securities  of the Company.  Officers, directors and greater than
ten  percent shareholders are required by SEC regulations to furnish the Company
with  copies  of  all  Section  16(a)  forms  they  file.

To  the  Company's  knowledge,  the  following  officers and directors have been
delinquent  in  their  Section  16(a)  filing  requirements:

Name                         Times  Delinquent
----                         -----------------

Greg  Gilbert                    four
J.  Michael  Sellards            three
Norman  Shink                    three
Gerald  Fitch                    three


                                       13
<PAGE>

ITEM  10  -  EXECUTIVE  COMPENSATION

SUMMARY  COMPENSATION  TABLE

The  Summary  Compensation  Table  shows  certain  compensation  information for
services  rendered  in  all capacities for the fiscal years ended June 30, 1995,
1996,  and  1997.  Other than as set forth herein, no executive officer's salary
and  bonus  exceeded  $100,000  in  any  of the applicable years.  The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.  Note  that  all employment contracts were cancelled and all but three
employees  terminated  with the suspension of operations in 1997.  Additionally,
Greg  Gilbert, President, agreed to waive any salary until such time as adequate
funding  was  found  to  revive  operations.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                        Annual Compensation                           Long Term Compensation
                        -------------------                        ----------------------------
                                                                      Awards         Payouts
                                                                   ------------- --------------
                                                                      Securities
                                         Other Annual  Restricted     Underlying LTIP         All Other
Name and Principal      Salary   Bonus   Compensation  Stock Awards   Options    Payouts ($)  Compensation
<S>              <C>     <C>      <C>     <C>           <C>            <C>           <C>           <C>
Position        Year     ($)      ($)         ($)          ($)        SARs(#)                     ($)

Greg Gilbert    1997  $120,000    -0-        -0-           -0-          -0-          -0-          -0-
(President, CEO)
                1996  $164,650    -0-        -0-           -0-          -0-          -0-          -0-

                1995       -0-    -0-        -0-           -0-          -0-          -0-          -0-

James Valle (2) 1997  $110,000    -0-        -0-           -0-          -0-          -0-          -0-
CFO
                1996       -0-    -0-        -0-           -0-          -0-          -0-          -0-

Gerald Fritch(3)1997  $120,000    -0-        -0-           -0-          -0-          -0-          -0-
COO
                1996  $115,000    -0-        -0-        $162,600(7)     -0-          -0-          -0-

                1995   $18,650    -0-        -0-           -0-          -0-          -0-          -0-

Norman M. Shink 1997  $144,000    -0-        -0-           -0-          -0-          -0-          -0-
(4)
                1996   $47,031    -0-        -0-           -0-         100,000       -0-       $16,009 (9)

J. Michael      1997  $120,000    -0-        -0-           -0-          -0-          -0-          -0-
Sellars (5)
                1996  $104,500    -0-        -0-           -0-          -0-          -0-      $130,000 (8)

                1995   $15,000    -0-        -0-           -0-          -0-          -0-          -0-

Christopher Reid 1997  $102,000   -0-        -0-           -0-          -0-          -0-          -0-

                1996     -0-      -0-        -0-           -0-          -0-          -0-          -0-

</TABLE>


                                       14
<PAGE>

<TABLE>
<CAPTION>
                                  OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                           (INDIVIDUAL GRANTS)

                        NUMBER OF SECURITIES     PERCENT OF TOTAL
                        UNDERLYING               OPTIONS/SAR'S GRANTED    EXERCISE OF
                        OPTIONS/SAR'S GRANTED    TO EMPLOYEES IN FISCAL   BASE PRICE
NAME                          (#)                YEAR                     ($/Sh)           EXPIRATION DATE
----------------------------------------------------------------------------------------------------------
<S>                         <C>                      <C>                      <C>              <C>
N/A                          N/A                     N/A                      N/A              N/A

</TABLE>

<TABLE>
<CAPTION>
                          AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                    AND FY-END OPTION/SAR VALUES                      Value of Unexercised
                                                                                      In-The-Money
                                                            Number of Unexercised     Option/SARs At
                       Shares                               Securities Underlying     FY-End ($)
                       Acquired On        Value             Options/SARs At FY-End    Exercisable/Unexer-
Name                   Exercise (#)       Realized ($)      Exercisable/Unexercisable cisable
----                   -----------       -------------     -------------------------- -------------------
<S>                       <C>              <C>                   <C>                     <C>

N/A                        N/A             N/A                   N/A                     N/A
</TABLE>

     (1)     Pursuant to a five year employment agreement, which expires on July
1, 2000, between the Company and Greg Gilbert, Mr. Gilbert is currently entitled
to  an  annual salary of $120,000.  The agreement also provides that Mr. Gilbert
is  entitled  to  a  salary  adjustment and eligible for a bonus on a graduating
scale based on the performance of the Company.  Such salary adjustment and bonus
eligibility  become  effective when the company's net income exceeds $1,000,000.
In addition to salary and bonus, under the terms of his employment agreement the
company  is  required  to  provide  Mr.  Gilbert  with  other benefits including
automobile  expense  allowance,  unallocable  expense  allowance  and health and
dental insurance coverage.  Pursuant to the employment agreement, Mr. Gilbert is
required  to  devote his full productive time to the business of the Company, as
reasonably  directed by the Board of Directors.  If Mr. Gilbert is terminated by
the  Company  under  certain circumstances, including a change in control of the
Company,  he will be entitled to severance pay under the employment agreement of
up  to  one  year  of  his  then  current salary and group health insurance. Mr.
Gilbert's  salary  was  accrued  but  not  paid  in  fiscal 1997 and 1996 and he
declined  to  take  any  salary  in fiscal 1995. During fiscal 1996, the Company
granted  performance  oriented options to Greg Gilbert as part of his employment
agreement.  Mr.  Gilbert  may  receive  options  based  on  1% of pre-tax income
according  to  a  pre-determined  formula.


                                       15
<PAGE>

     (2)     Mr.  Valle  was  hired  in  August  1996.  Pursuant  to a five year
employment  agreement, which expires on August 15, 2001, between the Company and
James  Valle,  Mr.  Valle  is  currently  entitled  to  an annual base salary of
$120,000.  The  agreement  also  provides that Mr. Valle is entitled to a salary
adjustment  and  eligible  for  a  bonus  on  a  graduating  scale  based on the
performance  of the Company. Such salary adjustment and bonus eligibility become
effective  when  the  company's  net  income  exceeds $1,000,000. In addition to
salary  and  bonus,  under  the terms of his employment agreement the company is
required  to  provide Mr. Valle with other benefits including automobile expense
allowance,  unallocable  expense  allowance,  and  health  and  dental insurance
coverage.  Under  the terms of his employment agreement, the Company is required
to  provide  Mr.  Valle  with  other  benefits  consistent  with  those provided
similarly situated employee.  As an incentive to join the Company, Mr. Valle was
awarded  a  stock  option for 100,000 shares of Common Stock, vested immediately
and  exercisable  for  up  to  5  years.  Mr. Valle is also a participant in the
Company  Executive  Stock Option Plan. Pursuant to the employment agreement, Mr.
Valle  is  required  to  devote  his full productive time to the business of the
Company,  as  reasonably  directed  by  the  Board of Directors. If Mr. Valle is
terminated  by  the  Company  under certain circumstances, including a change in
control  of  the  Company,  he  will  be  entitled  to  severance  pay under the
employment  agreement  of  one  year  of his then current salary plus adjustment
bonus  and group health insurance. Mr. Valle will also be eligible for a payment
of at least $250,000 two years after separation of service, provided he complies
with  certain  confidentiality  and  non-competition  terms  of  his  agreement.

     (3)     Pursuant  to  a  five  year  employment agreement, which expires on
September 30, 2000, between the Company and Gerald Fitch, Mr. Fitch is currently
entitled  to  an  annual  base  salary  of  $120,000. Pursuant to the employment
agreement  the  Company also issued 250,000 shares of Common Stock to Mr. Fitch.
Such  Common  Stock  is  subject to repurchase by the Company upon the terms set
forth in the employment agreement. The agreement also provides that Mr. Fitch is
entitled  to  a salary adjustment and eligible for a bonus on a graduating scale
based  on  the  performance  of  the  Company.  Such salary adjustment and bonus
eligibility  become  effective when the Company's net income exceeds $1,000,000.
In  addition to salary and bonus, under the term of his employment agreement the
Company  is  required  to  provide  Mr.  Fitch  with  other  benefits  including
automobile expense allowance, and health and dental insurance coverage. Pursuant
to the employment agreement, Mr. Fitch is required to devote his full productive
time  to  the business of the Company, as directed by the Board of Directors. If
Mr.  Fitch is terminated by the Company under certain circumstances, including a
change  in control of the Company, he may be entitled to severance pay under the
employment  agreement  of  up  to  one year of his then current salary and group
health  insurance  coverage.

     (4)     Pursuant  to  a  five  year  employment agreement, which expires on
February 28, 2001, between the Company and Norman M. Shink, Mr. Shink is entitle
to an annual base salary of $144,000. The agreement also provides that Mr. Shink
is  entitled  to  a  salary adjustment and eligible for a bonus on a graduating-
scale  based on the performance of the Company. In addition to salary and bonus,
under  the  terms of his employment agreement the Company is required to provide
Mr.  Shink  with  other benefits including health and dental insurance coverage.
Mr.  Shink  was granted a stock option to purchase 100,000 shares at an exercise
price  of  $1.50  per  share. Pursuant to the employment agreement, Mr. Shink is
required  to  devote his productive time and best efforts to the business of the
Company,  as  reasonable  directed  by  the  Board of Directors. If Mr. Shink is
terminated  by  the  Company  under  certain  circumstances,  he will entitle to
severance  pay  under  the  employment agreement of up to one half of his annual
base  salary.


                                       16
<PAGE>

     (5)     Pursuant to a five year employment agreement, which expires on June
1,  2001,  between  the Company and J. Michael Sellards, Mr. Sellards is entitle
to  an  annual  base  salary  of  $120,000. The agreement also provides that Mr.
Sellards  is  entitled  to  a  salary  adjustment  and eligible for a bonus on a
graduating scale based on the performance of the Company. Such salary adjustment
and  bonus  eligibility  become  effective when the Company's net income exceeds
$1,500,000.  In  addition to salary and bonus, under the terms of his employment
agreement  the  Company  is required to provide Mr. Sellards with other benefits
consistent  with those provided to similarly situated executives of the Company.
Pursuant  to  the  employment  agreement, Mr. Sellards is required to devote his
full productive time to the business of the Company, as directed by the Board of
Directors. If Mr. Sellard's employment is terminated by him or the Company under
certain  circumstances, including a change in control of the Company, he will be
entitled  to  severance  pay under the employment agreement of up to one year of
his  then  current salary and group health insurance coverage; Mr. Sellards will
also  be eligible for a payment after two years of at least $250,000 provided he
complies  with  certain  confidentiality  and  non-competition  terms  of  his
agreement.

     (6)     Pursuant  to  a  five year agreement, which expires on September 5,
2001,  between  the  Company  and  Christopher  A.  Reid,  Mr. Reid is currently
entitled  to an annual base salary of $102,000. The agreement also provides that
Mr.  Reid  is  entitled  to  a  salary  adjustment and eligible for a bonus on a
graduating scale based on the performance of the Company. Such salary adjustment
and  bonus  eligibility  become  effective when the Company's net income exceeds
$1,200,000.  In  addition to salary and bonus, under the terms of his employment
agreement,  the  Company  is  required  to  provide Mr. Reid with other benefits
including  a  leased automobile, a travel and lodging expense allowance, certain
office equipment for a home office, legal membership fees, and health and dental
insurance  coverage.  Mr.  Reid  is  also a participant in the Company Executive
Stock Option Plan. Pursuant to the employment agreement, Mr. Reid is required to
devote  his  full  productive time to the business of the Company, as reasonably
directed  by  the  Board  of Directors. If Mr. Reid is terminated by the Company
under  certain  circumstances,  including  a change in control of the Company he
will be entitled to severance pay under the employment agreement based on length
of  employment  from  a minimum of six months to maximum of one year of his then
current  salary  plus  group  health  insurance. Mr. Reid is also eligible for a
payment;  the  lesser  of $250,000 or 2% of the average net income amount before
tax  for twelve month periods, however, in no event less than $100,000, provided
he  complies  with  certain  confidentiality  and  non-competition  terms of his
agreement.

     (7)     On  October 23, 1995 250,000 shares of common stock were awarded to
Mr.  Fitch,  and  such shares are subject to repurchase pursuant to the terms of
his  employment  agreement.  No other restricted stock awards of the Company are
outstanding.  Such restricted stock will be treated the same as all other common
stock  for  the  purpose of the payment of dividends, although no such dividends
are  expected  to  be  paid.

     (8)     On October 23, 1995, 200,000 shares of common stock were awarded to
Mr.  Sellards.

     (9)     Norman  Shink's  other Compensation includes $16,000 income related
to  a  grant  of options to purchase common stock below fair market value at the
grant  date.

COMPENSATION  OF  DIRECTORS

The  Directors  have not received any compensation for serving in such capacity,
and the Company does not currently contemplate compensating its Directors in the
future  for  serving  in  such  capacity.


                                       17
<PAGE>

ITEM  11  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

The  following  table  sets forth, as of June 30, 1997, certain information with
respect  to  the  Company's equity securities owned of record or beneficially by
(i)  each  Officer  and  Director  of  the  Company;  (ii)  each person who owns
beneficially  more  than  5%  of  each class of the Company's outstanding equity
securities;  and  (iii)  all  Directors  and  Executive  Officers  as  a  group.

COMMON STOCK

<TABLE>
<CAPTION>

<S>                                    <C>                               <C>                        <C>

                                       Name and Address of               Amount and Nature of       Percent of
Title of Class                         Beneficial Owner (1)              Beneficial Ownership       Class
------------------------             --------------------------         ------------------------    ----------
Common Stock                         Greg Gilbert                             2,800,000                7.3%

Common Stock                         James Valle (2)                            100,000        less than 1%

Common Stock                         Gerald Fitch                               250,000        less than 1%

Common Stock                         Norman M. Shink (2)                        250,000        less than 1%

Common Stock                         J. Michael Sellards                        200,000        less than 1%

Common Stock                         Christopher Reid                                 -                   -

Common Stock                         Rana Investment (3)                      3,750,000                9.7%

Common Stock                         Joseph D'Avanzo (3)(4)                   3,000,000                7.8%

Common Stock                         Spectrum Business Resources (3)(4)       8,227,608               21.4%

All Officers and Directors
as a  Group (6 Persons)                                                        3,600,000                9.3%
                                                                           ==============             ======
</TABLE>

     (1)     Unless  otherwise noted, the address of the shareholder is the same
as  the  address  of  the  Company.

     (2)     Includes  options to acquire 100,000 shares of common stock awarded
by  the  Company  and  unexercised  by  Mr.  Shink  and  Mr.  Valle.

     (3)     Address  Unknown.

     (4)     The  shares  issued  to  Mr.  D'Avanzo  and  to  Spectrum  Business
Resources  were  issued  as  a "pool" for the settlement of a lawsuit brought by
certain  Series  "C"  Convertible  Preferred  Stock  holders.  These shares were
subsequently  retired.


                                       18
<PAGE>

SERIES  "C"  PREFERRED  STOCK

<TABLE>
<CAPTION>

<S>                                    <C>                               <C>                        <C>

                                       Name and Address of               Amount and Nature of       Percent of
Title of Class                         Beneficial Owner (1)              Beneficial Ownership       Class
------------------------             --------------------------         ------------------------    ----------
Series C Preferred                   Income Partnership of America (1)           25,000                6.3%

Series C Preferred                   Euro Factors International, Inc. (1)        25,000                6.3%

Series C Preferred                   Joseph Chitrik (1)                          30,000                7.5%

Series C Preferred                   Mark Parks                                  26,250                6.6%
                                     Alexander Westcott Securities
                                     63 Wall Street
                                     New York, NY 10005

Series C Preferred                   Loimo Holding Ltd. (2)                      30,000                7.5%

Series C Preferred                   Futures Brokerage Inc. (1)                  20,000                5.0%

Series C Preferred                   Inglewood Holdings, Ltd. (2)                25,000                6.3%

Series C Preferred                   UFH Endowment Ltd.                          31,750                8.0%
                                     c/o Ethel Schwartz
                                     1510 51st Street
                                     Brooklyn, NY 11219

Series C Preferred                   Tula Business, Inc. (1)                     40,000               10.1%

Series C Preferred                   Cygni, S.A. (1)                             50,000               12.6%

</TABLE>

(1)     Address  is  c/o  Summers  & Schneider LLP, 600 Old Country Road, Garden
City,  NY  11530.

(2)     Address  is  c/o  Eilenberg  & Zivian, 666 Third Avenue, 30th Floor, New
York,  NY  10017.

     The Company believes that the beneficial owners of securities listed above,
based  on  information furnished by such owners, have sole investment and voting
power  with  respect  to  such  shares, subject to community property laws where
applicable.  Beneficial  ownership is determined in accordance with the rules of
the Commission and generally includes voting or investment power with respect to
securities.  Shares  of  stock  subject  to  options  or  warrants  currently
exercisable,  or exercisable within 60 days, are deemed outstanding for purposes
of  computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any other
person.

ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     In  fiscal  1995,  the Company borrowed $400,000 from Phoenix Environmental
Group  for  working  capital, in the form of two notes bearing interest at 7.5%.
The  notes  are  secured  by  stock  in  StarTronix International Inc., owned by
Pacific Horizons and the Company's Chief Executive Officer.  Originally due July
1995,  the  notes were extended to December 1996.  The Company was unable to pay
the  notes  and  the  related  accrued interest when due.  In December 1999, the
Company  settled  in  full  by issuing 700,000 shares of restricted common stock
valued  at  $983,500.   Additionally,  the  Company  granted  Phoenix options to
purchase  300,000  shares  of  free  trading  stock  at  $1.50  per  share.


                                       19
<PAGE>

     In  fiscal  1996,  the  Company  executed  a consulting agreement with U.S.
Corporate  Development Group, Inc. (USCDG) to (a) assist in the development of a
long  range  business  strategy,  (b)  identify  and  negotiate  with  potential
merger/acquisition  candidates,  (c)  assist in the identification and hiring of
key  personnel,  and  (d)  assume  other activities as mutually agreed upon.  In
fiscal  1996,  the  Company  paid  USCDG $327,500 in the form of cash and common
stock;  $4,556  was accrued.  In fiscal 1997, USCDG provided consulting services
totaling $686,055.  The full amount was accrued along with the balance remaining
from  fiscal  1996.  In  June 1999, the President of the Company transferred 1.1
million  of  his  personal  shares  of  common stock to USCDG to settle the full
$690,611.  In  fiscal  2000,  the  Company  successfully  executed an employment
contract  with  the owner of USCDG to become the Chairman of the Company's Board
of  Directors.

     During  1996, the Company accrued $27,500 in interest expense for two notes
payable  to  Phoenix  of  which  none was paid.  In addition, the Company issued
100,000  shares of its restricted common stock in satisfaction of $33,000 loaned
to the Company by Phoenix.  The Company accrued an additional $29,000 to Phoenix
for  certain  services  related to Global TelCom, Inc.  All amounts were paid in
fiscal  1997.

     During fiscal 1996, the Company issued 1,600,000 shares of its common stock
to  T.  Davis  Capital  for  stock  promotion services, taking a total charge to
income  of  $2,103,750  and  carrying  a  prepaid of $21,250 in the consolidated
financial  statements.  Of  the  1,600,000  shares issued, 1,100,000 and 500,000
were  issued  at  $1.25  and  $1.50,  respectively.

     During  fiscal  1996,  Mr.  Kurtis  Jones,  a  consultant  to  the Company,
exercised  2,000,000 warrants for $1,400,000 to purchase 2,000,000 shares of the
Company's  common  stock.

     In  September 1995, the Company issued 1,500,000 shares of its common stock
to  AmWest  Environmental  Group,  receiving  in  return 1,500,000 shares of the
restricted  Rule 144 common stock of AmWest.  This investment was written off in
June  1997.

     Pacific  Horizons, owned by a personal friend of the President and CEO, and
a company in which he was formerly a V.P. and director, provided working capital
to  the  Company  through  the  purchase  of  350,000 shares of common stock for
$175,000.  Additionally,  Pacific  Horizons,  jointly  with  the  Company's  CEO
secured  the  notes  payable  to  Phoenix.

     This  company,  belonging  to Robert Sterling,  a  former  officer  and
director,  and a shareholder of the Company, maintains  the  bank  account
through  which  the  interest on the subordinated debentures  is  received  and
the  interest  on  the  Degerstrom notes is paid. Administrative  expenses  of
$6,000 were charged during fiscal 1996 and paid in fiscal  1997.

     Historically,  the  Company  entered into financing, stock and stock option
agreements  with  N.A. Degerstrom, a shareholder, to borrow money to finance the
Company's operations.  The Degerstrom notes were satisfied during fiscal 1996 in
conjunction  with  an  agreement  involving  Alta  Gold  Inc.

     In  1999,  the Company entered into an understanding with Western Global to
provide  services  to  the  Company.  To  demonstrate  its  appreciation for the
services  rendered by the President and to demonstrate its commitment to utilize
the  services of Western Global, the Company issued the President of the Company
and  the  two  owners of Western Global in total 9,000,001 shares of convertible
preferred "D" stock valued at $90,000.  The consulting contract, executed in May
1999,  required Western Global to provide consulting services for improvement to
the  design  and  development  of  the  StarScreen  including  its  hardware and
software.  The  1-year contract compensated Western Global with 2,100,000 shares
of  restricted  common stock valued at $850,500 using 50% of the market price of
free  trading  stock  on  the  date  the  contract  was  executed.




ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (A)     EXHIBITS


EXHIBIT  NO.               DESCRIPTION
------------               -----------

                3.1          (1)     Articles  of  Incorporation and Articles as
                                     amended
                3.2          (2)     By-laws  as  amended  and  restated
                4.1          (2)     Stock  Options  --  Norman  Shink
                4.2          (2)     Warrants  to  D.J.  Limited
                4.3          (2)     Warrants  to  Stock  Works  USA,  Inc.
                4.4          (2)     Certificate of Determination for Series "B"
                                     Preferred  Stock
                4.5          (2)     Certificate of Determination for Series "C"
                                     Preferred  Stock
               10.1          (1)     Employment  Agreement  of  John  King dated
                                     April  23,  1990
               10.1(a)       (2)     Employment  Agreement of Greg Gilbert dated
                                     July  1,  1995
               10.1(b)       (2)     Employment Agreement of  Gerald Fitch dated
                                     October  1,  1995
               10.1(c)       (2)     Employment Agreement of  Norman Shink dated
                                     March  1,  1996
               10.1(d)       (2)     Employment Agreement of J. Michael Sellards
                                     dated  June  1,  1996
               10.1(e)       (2)     Employment Agreement of  James  Valle dated
                                     August  15,  1996
               10.1(f)       (2)     Employment Agreement of  Christopher  Reid
                                     dated  September  5,  1996
               10.2          (1)     1987  Incentive  Stock  Option  Plan
               10.3          (1)     Royalty  Agreement
               10.4          (1)     Copper  Flat  Sales  Agreement
               10.5          (2)     Golden  Source  Electronics  Ltd.
               10.6          (2)     Settlement agreement and Release John R.
                                     King
               10.7          (2)     Alta  Gold  Co.  Settlement  Agreement
               11            (2)     Statement re-computation of per share
                                     earnings
               18            (1)     Letter  Regarding  Change  in  Accounting
                                     Principles
               21            (2)     Subsidiaries  of  the  Registrant
               27                    Financial  Data  Schedule

__________

     (1)     Incorporated  by  reference from Registrant's Annual Report on Form
10-K  for  the  period  ended  June  30,  1993.

     (2)     Incorporated  by  reference from Registrant's Annual Report on Form
10-K  for  the  period  ended  June  30,  1996.

     (B)     REPORTS  ON  FORM  8-K

     (1)     Form  8-K, dated September 20,1996 and filed with the Commission on
September  27,  1996  reporting  on  the  resignation  of BDO Seidman LLP as the
Company's  independent  auditors.

     (2)     Form  8-K/A, dated September 20, 1996 and filed with the Commission
on  October  4,  1996  reporting  on  BDO  Seidman's agreement on content of the
Company's  Form  8-K  dated  September  20,  1996.

     (3)     Form  8-K,  dated October 24, 1996 and filed with the Commission on
October 29, 1996  reporting  on the appointment of Strabala Ramirez & Associates
as the Company's  independent  auditors.

     (4)     Form  8-K,  dated October 25, 1996 and filed with the Commission on
November  7, 1996 reporting on the suspension of the conversion of the Company's
Series  "C"  Convertible  Preferred  Stock.

     (5)     Form  8-K,  dated  January  15, 1997 and filed on January 16, 1997,
reporting  on  the issuance of 3,750,000 shares of the Company's common stock to
an  accredited  investor.

     (6)     Form  8-K, dated February 11, 1997 and filed with the Commission on
March 10, 1997, reporting on the resignation of Gerald Fitch, as a member of the
Board  of  Directors.

                                      20
<PAGE>


                          STARTRONIX INTERNATIONAL INC.
                            (A DELAWARE CORPORATION)

                          INDEPENDENT AUDITORS' REPORT
                            AND FINANCIAL STATEMENTS
                          AS OF AND FOR THE YEARS ENDED
                             JUNE 30, 1996 AND 1997


                                      F-1
<PAGE>

                          STARTRONIX INTERNATIONAL INC.
                            (A DELAWARE CORPORATION)



                                TABLE OF CONTENTS

Independent  Auditors'  Report                                            1

Audited  Financial  Statements:

     Consolidated  Balance  Sheets                                        2

     Consolidated  Statements  of  Operations                             3

     Consolidated  Statements  of  Stockholders'  Equity  (Deficit)       4

     Consolidated  Statements  of  Cash  Flows                            5

     Notes  to  Financial  Statements                                  6-16



                                      F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To:     The  Board  of  Directors  of
        STARTRONIX  INTERNATIONAL  INC.

We  have  audited  the  accompanying  consolidated  balance sheets of STARTRONIX
INTERNATIONAL INC. (a Delaware corporation) as of June 30, 1996 and 1997 and the
related  statements  of  operations, stockholders' equity and cash flows for the
years  then  ended.  These  statements  are  the responsibility of the Company's
management.  Our  responsibility  is  to  express an opinion on these statements
based  on  our  audit.

We conducted our audit 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  audit  provides  a  reasonable  basis  for  our opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of STARTRONIX INTERNATIONAL INC.
as  of  June  30, 1996 and 1997 and the results of its operations and cash flows
for  the  periods  then  ended, in conformity with generally accepted accounting
principles.

The  accompanying  statements  have  been  prepared  assuming  the  Company will
continue as a going concern.  As discussed in Note 3 to the financial statement,
the  Company  has  minimal  capital  resources  presently  available  to  meet
obligations  that  normally can be expected to be incurred by similar companies.
To  carry  out  its  planned activities, the Company requires additional capital
infusion.  These  conditions  raise  substantial  doubt  about  its  ability  to
continue  as  a  going concern.  Management's plans regarding those matters also
are  described  in  Note  3.  The  financial  statements  do  not  include  any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.

/s/  Strabala Ramirez & Associates, Inc.

STRABALA,  RAMIREZ  &  ASSOCIATES,  INC.

July  21,  2000
Irvine,  California


                                      F-3
<PAGE>

                          STARTRONIX INTERNATIONAL INC.
                            (A DELAWARE CORPORATION)

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

<S>                                                                <C>            <C>
                                                                    6/30/96        6/30/97
                                                               -------------  -------------
 ASSETS
 Current assets:
   Cash . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      2,355   $     10,975
   Accounts receivable, net . . . . . . . . . . . . . . . . .         1,628              -
   Inventory. . . . . . . . . . . . . . . . . . . . . . . . .        84,533              -
   Deposits, purchase of inventory. . . . . . . . . . . . . .       293,065              -
   Prepaid expenses and other . . . . . . . . . . . . . . . .       197,149              -
                                                               -------------  -------------
     Total current assets . . . . . . . . . . . . . . . . . .       578,730         10,975
                                                               -------------  -------------
 Property, plant and equipment, net . . . . . . . . . . . . .       376,052              -
                                                               -------------  -------------
 Other Assets:
  Prepaid production costs. . . . . . . . . . . . . . . . . .       300,000              -
  Investments . . . . . . . . . . . . . . . . . . . . . . . .       900,000              -
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . .        12,855         56,500
  Subordinated debentures receivable. . . . . . . . . . . . .     1,427,750              -
                                                               -------------  -------------
     Total other assets . . . . . . . . . . . . . . . . . . .     2,640,605         56,500
                                                               -------------  -------------
Total Assets. . . . . . . . . . . . . . . . . . . . . . . . .  $  3,595,387   $     67,475
                                                               =============  =============


 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 Current liabilities:
   Accounts payable - trade . . . . . . . . . . . . . . . . .  $    443,292   $  2,032,234
   Due to related parties . . . . . . . . . . . . . . . . . .             -        659,719
   Due to officers and directors. . . . . . . . . . . . . . .             -        277,058
   Accrued expenses, including interest . . . . . . . . . . .     1,029,007      1,162,015
   Related party notes payable. . . . . . . . . . . . . . . .       400,000        400,000
                                                               -------------  -------------
     Total current liabilities. . . . . . . . . . . . . . . .     1,872,299      4,531,026
                                                               -------------  -------------
 Commitments and contingencies (See Note 14). . . . . . . . .             -              -
 Stockholders' equity :
   Preferred stock, $.01 par value, 10,000,000 authorized:
    Series "B" Convertible Preferred Stock,  $.01 par value,
      90,000 shares issued and outstanding at June 30, 1996 .           900              -
    Series "C" Convertible Preferred Stock,  $.01 par value,
      15,000 and 395,500 shares issued and outstanding at
      June 30, 1996 and June 30, 1997 . . . . . . . . . . . .           150          3,955
   Common stock, $.001 par value; 50,000,00 shares
    authorized; 15,475,277 and 38,517,298 shares issued and
    outstanding at June 30, 1996 and June 30, 1997. . . . . .        15,475         38,517
   Additional paid-in capital . . . . . . . . . . . . . . . .    15,553,068     23,512,713
   Unrealized holding gains (losses), net . . . . . . . . . .    (1,166,250)             -
   Accumulated deficit. . . . . . . . . . . . . . . . . . . .   (12,680,255)   (28,018,736)
                                                               -------------  -------------
     Total stockholders' equity (deficit) . . . . . . . . . .     1,723,088     (4,463,551)
                                                               -------------  -------------
Total Liabilities and Stockholders' Equity (Deficit). . . . .  $  3,595,387   $     67,475
                                                               =============  =============
</TABLE>


        The accompanying notes are an integral part of these statements.


                                      F-4
<PAGE>
                          STARTRONIX INTERNATIONAL INC.
                            (A DELAWARE CORPORATION)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

<S>                                                <C>           <C>
                                              YEAR ENDED
                                                  6/30/96        6/30/97
                                              ------------  -------------

 Sales . . . . . . . . . . . . . . . . . . .  $    97,654   $  1,846,772
 Cost of sales . . . . . . . . . . . . . . .       95,417        976,082
                                              ------------  -------------
   Gross profit. . . . . . . . . . . . . . .        2,237        870,690

 Operating expenses:
   Professional services and consulting. . .            -      1,785,742
   Financial marketing services. . . . . . .            -      1,292,160
   Distributor commission and fees . . . . .            -        668,992
   Start up and development costs. . . . . .            -        586,404
   Advertising . . . . . . . . . . . . . . .            -        613,122
   Salary expenses . . . . . . . . . . . . .            -      2,450,132
   Write down of impaired assets . . . . . .      655,911      5,386,591
   Depreciation and amortization . . . . . .       27,321        173,692
   Other selling, general and administrative    5,105,925      1,157,661
                                              ------------  -------------
     Total operating expenses. . . . . . . .    5,789,157     14,114,496

 Operating loss. . . . . . . . . . . . . . .   (5,786,920)   (13,243,806)
                                              ------------  -------------

 Other (income) expense:
   Interest income . . . . . . . . . . . . .     (297,887)      (111,381)
   Interest expense. . . . . . . . . . . . .      194,918         30,000
   Loss on investments . . . . . . . . . . .            -      2,066,250
   Litigation settlement . . . . . . . . . .      103,882              -
   Loss on liquidation of debt . . . . . . .      234,065              -
   Other expense . . . . . . . . . . . . . .            -        109,806
                                              ------------  -------------
    Total other (income) expense . . . . . .      234,978      2,094,675

 Net loss. . . . . . . . . . . . . . . . . .  $(6,021,898)  $(15,338,481)
                                              ============  =============

 Net loss per share. . . . . . . . . . . . .  $     (0.48)  $      (0.61)
                                              ============  =============
 Weighted average shares outstanding . . . .   12,629,279     24,963,189
                                              ============  =============

</TABLE>


        The accompanying notes are an integral part of these statements.

                                      F-5
<PAGE>
                          STARTRONIX INTERNATIONAL INC.
                            (A DELAWARE CORPORATION)

             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>

<S>                                                          <C>            <C>                <C>               <C>
                                                                                               CLASS "B"
                                                             COMMON STOCK                      PREFERRED STOCK
                                                             SHARES         AMOUNT             SHARES            AMOUNT
                                                             -------------  -------------      ------------      -------

BALANCE AT JUNE 30, 1995 . . . . . . . . . . . . . . . . .      8,864,282        $8,864                 -  $           -
  Issuance of common stock for:
    Payment of services ($1.25 per share). . . . . . . . .      1,100,000         1,100                 -              -
    Payment of services ($.50 per share) . . . . . . . . .        790,000           790                 -              -
    Payment of services ($1.00 per share). . . . . . . . .        600,000           600                 -              -
    Payment of services ($1.50 per share). . . . . . . . .        500,000           500                 -              -
    Conversion of stock warrants ($1.00 per share) . . . .        500,000           500                 -              -
    Conversion of stock warrants ($1.50 per share) . . . .      1,000,000         1,000                 -              -
    Conversion of stock warrants ($.80 per share). . . . .        500,000           500                 -              -
    Acquisition of 1,500,000 shares of AmWest
    Environmental Group. . . . . . . . . . . . . . . . . .      1,500,000         1,500                 -              -
    Repayment of debt ($.33 per share) . . . . . . . . . .        100,000           100                 -              -
    Repayment of debt ($1.00 per share). . . . . . . . . .         20,995            21                 -              -
    Convertible preferred stock for working capital
    ($10.00 per share, net of issue costs) . . . . . . . .              -             -            90,000            900
  Net loss . . . . . . . . . . . . . . . . . . . . . . . .              -             -                 -              -
    Unrealized holding loss (SFAS 115) on 1,500,000
    Shares of AmWest Environmental Group . . . . . . . . .              -             -                 -              -
                                                             -------------  -------------      ------------      -------


BALANCE AT JUNE 30, 1996. . . . . . . . . . . . . . . . . .    15,475,277   $    15,475            90,000   $       900
  Issuance of common stock for:
    Payment of services ($1.50 per share) . . . . . . . . .       600,000           600                 -             -
    Payment of services ($1.00 per share) . . . . . . . . .       215,800           216                 -             -
    Conversion of preferred "B" stock ($0.97 per share) . .       259,352           260           (25,000)         (250)
    Dividends on preferred "B" stock. . . . . . . . . . . .         3,420             3                 -             -
    Convertible preferred stock for working capital
   ($10.00 per share, net of issue costs). . . . . . . . .             -              -                 -             -
    Conversion of preferred "C" stock ($0.60 per share) . .     2,138,296         2,138                 -             -
    Dividends on preferred "C" stock. . . . . . . . . . . .        24,001            24                 -             -
    Unrealized holding loss (SFAS 115) on 1,500,000
    Shares of AmWest Envirnomental Group. . . . . . . . . .             -             -                 -             -
    Debt settlement, with former officer ($0.695 per share)       110,000           110                 -             -
    Conversion of preferred "B" stock ($0.97 per share) . .       668,899           669           (65,000)         (650)
    Dividends on preferred "B" stock. . . . . . . . . . . .        21,176            21                 -             -
    Unrealized holding loss (SFAS 115) on 1,500,000
    Shares of AmWest Envirnomental Group. . . . . . . . . .             -             -                 -             -
    Convertible preferred stock for working capital
    ($10.00 per share, net of issue costs). . . . . . . . .             -             -                 -             -
    Conversion of preferred "C" stock ($0.45 per share) . .     3,946,182         3,946                 -             -
    Dividends on preferred "C" stock. . . . . . . . . . . .        13,287            13                 -             -
    Sale of common stock for working capital ($.40 per
    share net of costs) . . . . . . . . . . . . . . . . . .     3,750,000         3,750                 -             -
    Sale of common stock for working capital ($.50 per
    share net of costs) . . . . . . . . . . . . . . . . . .        64,000            64                 -             -
    Realized loss on 1,500,000 shares of AmWest
    Environmental Group . . . . . . . . . . . . . . . . . .             -             -                 -             -
    "Pool" to settle lawsuit. . . . . . . . . . . . . . . .     3,000,000         3,000                 -             -
    "Pool" to settle lawsuit. . . . . . . . . . . . . . . .     8,227,608          8,228                 -             -
  Net loss. . . . . . . . . . . . . . . . . . . . . . . . .             -             -                 -             -
                                                             -------------  -------------  ----------------  -----------
BALANCE AT JUNE 30, 1997. . . . . . . . . . . . . . . . . .    38,517,298   $    38,517                 -   $         -
</TABLE>
<TABLE>
<CAPTION>
<BTB>
<S>                                                          <C>            <C>                <C>               <C>
                                                             CLASS "C"                         ADDITIONAL       UNREALIZED
                                                             PREFERRED STOCK                   PAID IN           HOLDING
                                                             SHARES         AMOUNT             CAPITAL         GAINS(LOSSES)
                                                             -------------  -----------        -----------       ---------

BALANCE AT JUNE 30, 1995 . . . . . . . . . . . . . . . . .          -                 -         7,979,501  $           -
  Issuance of common stock for:
    Payment of services ($1.25 per share). . . . . . . . .          -                 -         1,373,900              -
    Payment of services ($.50 per share) . . . . . . . . .          -                 -           399,210              -
    Payment of services ($1.00 per share). . . . . . . . .          -                 -           599,400              -
    Payment of services ($1.50 per share). . . . . . . . .          -                 -           749,500              -
    Conversion of stock warrants ($1.00 per share) . . . .          -                 -           499,500              -
    Conversion of stock warrants ($1.50 per share) . . . .          -                 -           499,000              -
    Conversion of stock warrants ($.80 per share). . . . .          -                 -           399,500              -
    Acquisition of 1,500,000 shares of AmWest
    Environmental Group. . . . . . . . . . . . . . . . . .          -                 -         2,064,750              -
    Repayment of debt ($.33 per share) . . . . . . . . . .          -                 -            32,900              -
    Repayment of debt ($1.00 per share). . . . . . . . . .          -                 -            20,974              -
    Convertible preferred stock for working capital
    ($10.00 per share, net of issue costs) . . . . . . . .     15,000               150           934,933              -
  Net loss . . . . . . . . . . . . . . . . . . . . . . . .          -                 -                 -              -
    Unrealized holding loss (SFAS 115) on 1,500,000
    Shares of AmWest Environmental Group . . . . . . . . .          -                 -                 -    $(1,166,250)
                                                             -------------  -----------        -----------       ---------

BALANCE AT JUNE 30, 1996. . . . . . . . . . . . . . . . . .    15,000               150       $15,553,068    $(1,155,250)
  Issuance of common stock for:
    Payment of services ($1.50 per share) . . . . . . . . .         -                 -           899,400              -
    Payment of services ($1.00 per share) . . . . . . . . .         -                 -           215,584              -
    Conversion of preferred "B" stock ($0.97 per share) . .         -                 -               (10)             -
    Dividends on preferred "B" stock. . . . . . . . . . . .         -                 -                (3)             -
    Convertible preferred stock for working capital
    ($10.00 per share, net of issue costs). . . . . . . . .   443,250             4,433         3,971,532              -
    Conversion of preferred "C" stock ($0.60 per share) . .  (127,500)           (1,275)             (863)             -
    Dividends on preferred "C" stock. . . . . . . . . . . .         -                 -               (24)             -
    Unrealized holding loss (SFAS 115) on 1,500,000
    Shares of AmWest Envirnomental Group. . . . . . . . . .         -                 -                 -       (255,000)
   Debt settlement, with former officer ($0.695 per share)          -                 -            76,304              -
    Conversion of preferred "B" stock ($0.97 per share) . .         -                 -               (19)             -
    Dividends on preferred "B" stock. . . . . . . . . . . .         -                 -               (21)             -
    Unrealized holding loss (SFAS 115) on 1,500,000
    Shares of AmWest Envirnomental Group. . . . . . . . . .         -                 -                 -       (645,000)
    Convertible preferred stock for working capital
    ($10.00 per share, net of issue costs). . . . . . . . .   191,750             1,917         1,272,268              -
    Conversion of preferred "C" stock ($0.45 per share) . .  (127,000)           (1,270)           (2,676)             -
    Dividends on preferred "C" stock. . . . . . . . . . . .         -                 -               (13)             -
    Sale of common stock for working capital ($.40 per
    share net of costs) . . . . . . . . . . . . . . . . . .         -                 -         1,496,250              -
    Sale of common stock for working capital ($.50 per
    share net of costs) . . . . . . . . . . . . . . . . . .         -                 -            31,936              -
    Realized loss on 1,500,000 shares of AmWest
    Environmental Group . . . . . . . . . . . . . . . . . .         -                 -                 -      2,066,250
    "Pool" to settle lawsuit. . . . . . . . . . . . . . . .         -                 -                 -              -
    "Pool" to settle lawsuit. . . . . . . . . . . . . . . .         -                 -                 -              -
  Net loss. . . . . . . . . . . . . . . . . . . . . . . . .         -                 -                 -              -
                                                             -------------  -------------  ----------------  -----------
BALANCE AT JUNE 30, 1997. . . . . . . . . . . . . . . . . .   395,500   $         3,955       $23,512,713   $          -
</TABLE>

<TABLE>
<CAPTION>
<BTB>
<S>                                                          <C>            <C>
                                                             ACCUMULATED    TOTAL
                                                             DEFICIT
                                                             -------------  -----------------

BALANCE AT JUNE 30, 1995 . . . . . . . . . . . . . . . . .    $(6,658,357)       $1,330,008
  Issuance of common stock for:
    Payment of services ($1.25 per share). . . . . . . . .              -         1,375,000
    Payment of services ($.50 per share) . . . . . . . . .              -           400,000
    Payment of services ($1.00 per share). . . . . . . . .              -           600,000
    Payment of services ($1.50 per share). . . . . . . . .              -           750,000
    Conversion of stock warrants ($1.00 per share) . . . .              -           500,000
    Conversion of stock warrants ($1.50 per share) . . . .              -           500,000
    Conversion of stock warrants ($.80 per share). . . . .              -           400,000
    Acquisition of 1,500,000 shares of AmWest
    Environmental Group. . . . . . . . . . . . . . . . . .              -         2,066,250
    Repayment of debt ($.33 per share) . . . . . . . . . .              -            33,000
    Repayment of debt ($1.00 per share). . . . . . . . . .              -            20,995
    Convertible preferred stock for working capital
    ($10.00 per share, net of issue costs) . . . . . . . .              -           935,983
  Net loss . . . . . . . . . . . . . . . . . . . . . . . .     (6,021,898)       (6,021,898)
    Unrealized holding loss (SFAS 115) on 1,500,000
    Shares of AmWest Environmental Group . . . . . . . . .              -        (1,166,250)
                                                             -------------  -----------------

BALANCE AT JUNE 30, 1996. . . . . . . . . . . . . . . . . .  $(12,680,255)        $1,723,088
  Issuance of common stock for:
    Payment of services ($1.50 per share) . . . . . . . . .             -            900,000
    Payment of services ($1.00 per share) . . . . . . . . .             -            215,800
    Conversion of preferred "B" stock ($0.97 per share) . .             -                  -
    Dividends on preferred "B" stock. . . . . . . . . . . .             -                  -
    Convertible preferred stock for working capital
    ($10.00 per share, net of issue costs). . . . . . . . .             -          3,975,965
    Conversion of preferred "C" stock ($0.60 per share) . .             -                  -
    Dividends on preferred "C" stock. . . . . . . . . . . .             -                  -
    Unrealized holding loss (SFAS 115) on 1,500,000
    Shares of AmWest Envirnomental Group. . . . . . . . . .             -           (255,000)
    Debt settlement, with former officer ($0.695 per share)             -             76,414
    Conversion of preferred "B" stock ($0.97 per share) . .             -                  -
    Dividends on preferred "B" stock. . . . . . . . . . . .             -                  -
    Unrealized holding loss (SFAS 115) on 1,500,000
    Shares of AmWest Envirnomental Group. . . . . . . . . .             -           (645,000)
    Convertible preferred stock for working capital
    ($10.00 per share, net of issue costs). . . . . . . . .             -          1,274,185
    Conversion of preferred "C" stock ($0.45 per share) . .             -                  -
    Dividends on preferred "C" stock. . . . . . . . . . . .             -                  -
    Sale of common stock for working capital ($.40 per
    share net of costs) . . . . . . . . . . . . . . . . . .             -          1,500,000
    Sale of common stock for working capital ($.50 per
    share net of costs) . . . . . . . . . . . . . . . . . .             -             32,000
    Realized loss on 1,500,000 shares of AmWest
    Environmental Group . . . . . . . . . . . . . . . . . .             -          2,066,250
    "Pool" to settle lawsuit. . . . . . . . . . . . . . . .             -              3,000
    "Pool" to settle lawsuit. . . . . . . . . . . . . . . .             -              8,228
  Net loss. . . . . . . . . . . . . . . . . . . . . . . . .   (15,338,481)       (15,338,481)
                                                             -------------  -----------------
BALANCE AT JUNE 30, 1997. . . . . . . . . . . . . . . . . .   (28,018,736)   $     (4,463,551)
</TABLE>
        The accompanying notes are an integral part of these statements.



                                      F-6
<PAGE>
                          STARTRONIX INTERNATIONAL INC.
                            (A DELAWARE CORPORATION)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                            YEAR ENDED
<S>                                                                                        <C>           <C>
                                                                                               6/30/96        6/30/97
                                                                                           ------------  -------------
Cash flows from operating activities:
  Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(6,021,898)  $(15,338,481)
    Adjustments to reconcile net loss to net cash
    used in operating activities:
      Write off of abandoned assets and investments . . . . . . . . . . . . . . . . . . .      805,444      5,133,759
      Issuance of common stock for payment of debt. . . . . . . . . . . . . . . . . . . .       53,995              -
      Issuance of common stock for fees & services. . . . . . . . . . . . . . . . . . . .    3,125,000      1,203,442
      Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .       27,321        173,692
      Accretion of zero coupon bond discount. . . . . . . . . . . . . . . . . . . . . . .     (117,888)             -
    Changes in assets and liabilities:
      Other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (502,369)        60,027
      Subordinated debentures receivable. . . . . . . . . . . . . . . . . . . . . . . . .            -        717,002
      Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      667,789      2,658,727
                                                                                           ------------  -------------
Cash used in operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (1,962,606)    (5,391,832)
                                                                                           ------------  -------------

Cash flows from investing activities:
  Acquisition of fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (340,302)      (915,642)
  Payment for deposits to vendors . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (6,869)             -
  Investment of joint venture (Canadian Trust Account). . . . . . . . . . . . . . . . . .      (30,000)       (43,645)
                                                                                           ------------  -------------
Cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (377,171)      (959,287)
                                                                                           ------------  -------------

Cash flows from financing activities:
  Issuance of common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,335,982      1,532,000
  Issuance of Preferred "C" Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . .            -      4,827,739
                                                                                           ------------  -------------
Cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . .    2,335,982      6,359,739
                                                                                           ------------  -------------

  Net increase (decrease) in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (3,795)         8,620
  Cash, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        6,150          2,355
                                                                                           ------------  -------------
  Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     2,355   $     10,975
                                                                                           ============  =============


Supplemental information: No amounts were paid for interest or taxes during the periods.
</TABLE>




                                      F-7
<PAGE>

                          STARTRONIX INTERNATIONAL INC.
                            (A DELAWARE CORPORATION)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          STARTRONIX INTERNATIONAL INC.
                            (A DELAWARE CORPORATION)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.     NATURE  OF  OPERATIONS  AND  ACCOUNTING  POLICIES
       -------------------------------------------------
NATURE  OF OPERATIONS.  Prior to fiscal 1997, StarTronix International Inc. (the
Company) was a development stage entity.  Developed exclusively for the Company,
the  StarScreen  is  a  combination  telephone  and Internet access portal.  The
Company  obtained  Federal  Communications  Commission  ("FCC") approval for the
StarScreen,  its  primary  product,  in  January  1997.  To  minimize costs, the
Company outsourced its manufacturing.  Immediately after obtaining FCC approval,
the  Company  initiated  sales  through its wholly owned subsidiary, StarTronix,
Inc.

StarTronix  International  utilized network marketing to sell its products.  The
Company  solicits  individuals  to  be  independent  distributors  to  sell  the
StarScreen and to solicit other individuals to become distributors.  To become a
distributor,  an  individual  must  purchase  a  "Starter  Kit"  which  contains
marketing  material  that  describes  the  products  available  and explains the
distributor's  compensation  package.  Distributors  do  not  earn commission on
sales  of  starter  kits;  however,  they  do  earn  commission  on sales of the
products.  Additionally,  they  earn  commission  when  any  of their downstream
distributors  sell  products.

Because of the Company's inability to secure adequate resources in March 1997,
the Company  suspended  its normal operating activity and focused its efforts on
the search  for  equity  financing.

PRINCIPLES  OF CONSOLIDATION.  The consolidated financial statements include the
accounts  of  the  Company  and  its wholly owned subsidiaries.  All significant
intercompany  accounts  and  transactions  are  eliminated.

CASH  AND CASH EQUIVALENTS.  The Company includes cash on deposit and short-term
investments  with  original  maturities  less  than  90  days  as  cash and cash
equivalents.

INVENTORY.  Inventories  are  at  the lower of cost, using first-in first-out or
"FIFO"  methodology,  or  market.

PROPERTY  AND  EQUIPMENT.  Property  and  equipment  are  stated  at  cost.
Depreciation  is  provided  over  the  estimated  useful lives of the respective
assets,  using  the  straight-line  method.

PREPAID  PRODUCTION  COSTS  (INFOMERCIAL).  Under  SOP  93-7,  "Reporting  on
Advertising  Costs,"  all  costs  incurred  to  produce  the  infomercial  are
capitalized,  to  the extent the amounts are believed to be realizable, and then
expensed  when  the  infomercial  airs  for  the  first  time.

INVESTMENT.  The  Company  considers  all investments, other than investments in
mineral  properties, "available-for-sale" under the rules set forth in Statement
of  Financial  Accounting Standards No. 115, "Accounting for Certain Investments
in  Debt  and  Equity  Securities."

INCOME  TAXES.  The  Company  has  made no provision for income taxes because of
financial  statement  and tax losses since its inception.  A valuation allowance
has  been  used  to offset the recognition of any deferred tax assets due to the
uncertainty  of  future  realization.

STOCK-BASED  COMPENSATION.  The  Company  follows  Accounting  Principles  Board
Opinion No. 25, "Accounting for Stock Issued to Employees," (APB 25) and related
interpretations  in  accounting  for its employee stock option plans.  Under APB
25,  if  the  exercise  price  of the Company's employee stock options equals or
exceeds  the  fair  value  of  the  underlying  stock  on  the date of grant, no
compensation  is  recognized.

SHARES  ISSUED  IN  EXCHANGE  FOR  GOODS  OR SERVICES.  The fair value of shares
issued  in  exchange  for services rendered to the Company is determined by fair
market  value  of  the  shares  at  the  date  of  grant.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS.  The  Company  considers all marketable
securities  to  be  "available for sale."  They are recorded at market using the
specific  identification  method;  unrealized  gains and losses are reflected in
other  comprehensive  income.  The  Company  has  no  financial  instruments.


                                      F-8
<PAGE>

NET  LOSS  PER  COMMON  SHARE.  Basic loss per common share (Basic EPS) excludes
dilution  and  is computed by dividing net loss available to common shareholders
(the numerator) by the weighted average number of common shares outstanding (the
denominator)  during the period.  Diluted loss per common share (Diluted EPS) is
similar to the computation of Basic EPS except that the denominator is increased
to  include  the  number  of  additional  common  shares  that  would  have been
outstanding  if  the  dilutive  potential  common  shares  had  been issued.  In
addition,  in  computing  the  dilutive  effect  of  convertible securities, the
numerator is adjusted to add back the after-tax amount of interest recognized in
the period associated with any convertible debt.  The computation of Diluted EPS
does  not  assume  exercise  or  conversion  of  securities  that  would have an
anti-dilutive  effect  on  net  loss per share.  All potential common shares are
anti-dilutive;  therefore,  Basic  EPS  equals  Diluted  EPS.

ACCOUNTING  ESTIMATES.  The  preparation  of  financial statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  that  affect  the  reported  amounts  of  assets  and liabilities and
disclosures  of  contingent  assets and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  may  differ  from  those  estimates.

RECLASSIFICATIONS.  Certain  amounts  in  the  prior period financial statements
have been reclassified to be comparable with classifications used in the current
period  financial  statements.

2.     HISTORY  OF  THE  COMPANY
       -------------------------

THE COMPANY.  At inception, in September 1983, StarTronix International Inc. was
known  as  Eagle  Claw  Mining  Company, Inc. (Eagle Claw).  In March 1994, Gold
Express  Corporation  (Gold  Express) acquired Eagle Claw.  In August 1995, Gold
Express  acquired  SmartCom  International,  Inc.  (SmartCom).  In  August 1995,
StarTronix  International  Inc.  was  formed  and  incorporated in Delaware as a
wholly  owned  subsidiary  of  Gold  Express.  StarTronix  International  Inc.
authorized  capital of:  50,000,000 shares of common stock and 10,000,000 shares
of  preferred  stock.  On  September  30,  1995,  StarTronix  International Inc.
absorbed  Gold  Express;  StarTronix International is the surviving corporation.

In fiscal 1996, the Company began enlisting distributors to sell the StarScreen.
By  December  1996,  over 19,000 people had purchased "starter kits" to sell the
StarScreen.  Sales  of  the  StarScreen  continued  until  March  1997, when the
Company's  cash  flow was inadequate and management was unsuccessful in securing
sufficient  capital  to  carry  on  its  operations.  All normal operations were
suspended  in March 1997, as the Company focused its efforts locating financing.
In  fiscal  1999,  management  began  to  revive  the  Company.

EAGLE  CLAW  MINING COMPANY, INC.  Eagle Claw incorporated in Idaho on September
16,  1983 (the "date" of StarTronix' legal inception).  Eagle Claw hoped to form
joint  ventures  or  to acquire various mining properties.  In March 1994, Eagle
Claw  was  acquired  by  Gold  Express  Corporation  and  became  a wholly owned
subsidiary of Gold Express.  In December 1996, Eagle Claw was legally dissolved.

GOLD  EXPRESS  COMMUNICATIONS,  INC.  (FORMERLY GOLD EXPRESS CORPORATION).  Gold
Express Corporation incorporated in Washington on June 26, 1984 for the purposes
of  exploring  and  developing  mineral properties.  Gold Express and its wholly
owned subsidiary, Eagle Claw, engaged in mining activities.  In 1993, management
began  liquidation  and  divestiture  of the mining assets.  In April 1994, Gold
Express merged with SmartCom.  In May 1995, Gold Express Corporation changed its
name  to  Gold  Express  Communications,  Inc.  to  better  market  itself  in
telecommunications.  Gold  Express  has  no  operations.

STARTRONIX,  INC.  (FORMERLY  SMARTCOM  INTERNATIONAL,  INC.)  SmartCom  was
incorporated in Delaware in January 1994.  In April 1994, pursuant to a Plan and
Agreement  of Reorganization, Gold Express issued 2,800,000 shares of its common
stock to the sole shareholder of SmartCom in exchange for all of the outstanding
shares  of common stock of SmartCom, making the Investor a 43.25% shareholder of
Gold Express.  The effect of the transaction shifted the control of the Company.
In  August  1995,  SmartCom  changed  its  name  to  StarTronix USA Inc., before
changing  its  name  again  in  May 1996, to StarTronix Inc.  In fiscal 1996 and
1997,  StarTronix  Inc.  was  the  operating  entity  of the Company, engaged in
enlisting  independent distributors as well as marketing and selling the Company
's  products.


                                      F-9
<PAGE>

On  September 20, 1999, the Company agreed to sell StarTronix Inc. for $100,000,
to  RunTec,  Inc.,  a  company owned by a former officer of StarTronix Inc.  The
Company accepted a $100,000 promissory note, bearing interest at 12%, and due on
or  before  September  20,  2000,  along with any accrued interest.  The Company
recognized  a  $2,151,067 gain on the sale of StarTronix Inc. in the 3rd quarter
of  fiscal  2000,  and established a reserve for the entire balance of the note.

GLOBAL  TELCOM  INC. (FORMERLY GLOBAL LONG DISTANCE COMPANY, INC.).  In December
1994,  the Company issued 500,000 shares of its common stock in exchange for all
the  outstanding  shares  of common stock of Global TelCom Inc. (formerly Global
Long  Distance  Company,  Inc.).  Global  TelCom  was a provider of products and
services  relating  to  long  distance  telephone  and  debit  card  services.

The  cost  in excess of the net assets acquired of $500,959 has been recorded as
goodwill  under the purchase method of accounting.  Amortization expense in 1995
was  $25,048.  During  1996,  the Company determined that the goodwill would not
provide  any  future  benefit  and  wrote off the remaining balance of $475,911.
Additionally  during  fiscal  1996,  all  activity  was  suspended;  therefore,
management  shut  down  and  established  a  reserve  of $424,581 for contingent
liabilities.  In  April 1997, Global Telecom was legally voided and the $424,581
reserve  was  written  off.

STARTRONIX  TELCOM  INC.  (FORMERLY  GOLDTONE  COMMUNICATIONS, INC.).  In August
1995,  the  Company  formed,  and  incorporated  in  Delaware,  a  wholly  owned
subsidiary,  GoldTone  Communications, Inc.  GoldTone was established to provide
specialized  long distance telephone and debit card services.  In November 1995,
GoldTone  Communications,  Inc.  changed  its  name  to  StarTronix  TelCom Inc.
StarTronix  TelCom  never  operated  and  was  legally  dissolved in March 1999.

STARTRONIX  MARKETING  N.A.  INC.  In  June  1996, the Company established a new
wholly  owned  subsidiary,  StarTronix  Marketing  N.A.  Inc, an Ontario, Canada
corporation,  to  provide  access  to  Canadian  markets  for  the  Company's
telecommunications  products  and  services.  StarTronix  Marketing  has  had no
operations.

STARTRONIX  ON-LINE,  INC.  In  August  1996,  the  Company  established  and
incorporated this wholly owned subsidiary, in Delaware, to provide access to the
Internet  for  users  of  the Company's telecommunication products and services.
StarTronix  Online  had  no  operations and was legally dissolved in March 1999.

STARTRONIX.COM,  INC.  In October 1999, the Company established and incorporated
this  wholly  owned  subsidiary  in  Delaware.  In February 2000, StarTronix.com
acquired  certain furniture and fixtures, software, inventory and a website from
two  majority owners of Lancer International, Inc., a network marketing company,
for  $50,000  and  362,114 shares of the Company's common stock.  In conjunction
with  the  acquisition,  the Company executed employment agreements with the two
majority owners, establishing one as StarTronix.com's President and the other as
its  VP of Marketing.  The acquisition included goodwill of $314,070, which will
be  amortized  over  5  years.

StarTronix.com,  operating  in Irvine, California, utilizes network marketing to
sell  its  products;  it  solicits  individuals  to  be independent distributors
selling  the StarScreen and soliciting other individuals to become distributors.

STARTRONIX  ESOLUTIONS,  INC.  The  Company  established  and  incorporated this
wholly  owned subsidiary in Delaware on October 1, 1999.  eSolutions, located in
Atlanta  Georgia,  is  a business development and Internet services provisioning
company;  operations  have  not  yet  begun.


                                      F-10
<PAGE>

3.     GOING  CONCERN
       --------------

The  Company began sales of its primary product, the StarScreen in January 1997;
however, because of higher than expected upfront costs, the Company found itself
with  insufficient financing to continue as a going concern.  In March 1997, the
Company  was  unable to meet its commitment to purchase StarScreen inventory and
forfeited  the  deposits  it  had  placed  with  its manufacturer, Golden Source
Electronics  Ltd.,  which  is  recorded  as a loss in the accompanying financial
statements.  Also in March 1997, the Company negotiated settlements with some of
its  vendors,  laid-off  its  employees, wrote-off all its assets, abandoned its
lease  and  suspended  all  operations  except  for  the  search  for additional
financing.  The Company recorded a loss in fiscal 1997, made up of the following
components:


<TABLE>
<CAPTION>

<S>                                             <C>
                                                6/30/97
                                               ---------
Abandoned property and equipment               $   1,118,001
Subordinated debenture receivable settlement         788,560
Write-off of Starter Kit and other inventory         962,044
Lost deposit on Starscreen inventory               1,607,570
Write-off of prepaid production costs                300,000
Write-off of other current assets                    610,416
                                               -------------
     Loss on the write downs and write-offs    $   5,386,591
                                               =============
</TABLE>

In  1999,  the  President  successfully  negotiated  a  consulting contract with
Western  Global  Telecommunications,  Inc.  to upgrade the StarScreen to current
technological standards, to add certain new features to attract a wider customer
base,  and  to secure a manufacturer to supply the product.  Between August 1999
and  June  2000,  the  Company  has  raised approximately $1 million in cash and
received  approximately  $250,000  in services for common stock; the Company has
negotiated  employment  contracts with the Chairman, the President, and the CFO,
in  addition  to  employment  contracts  with  officers  of  its  wholly  owned
subsidiary,  StarTronix.com.

Additionally, the Company has developed a business plan and is currently talking
with  various vendors, manufacturers, and fulfillment houses to provide services
to  manufacture,  supply,  and  fulfill  orders for an upgraded StarScreen.  FCC
approval  for  the upgrades is in process.  The management of StarTronix.com has
begun  to  develop market awareness for the re-launch of the improved StarScreen
and  expects  to  begin enlisting independent distributors by October 2000.  The
Chairman and President are meeting with various existing and potential investors
and  expect  sufficient  commitments so that the Company may continue as a going
concern.  Additionally,  management  has rejected certain offers with the belief
that  the  deals  they  are  currently negotiating will better fit the Company's
business  plan.  However,  the  Company  has minimal capital resources presently
available  to  meet obligations that are normally required by similar companies,
and  with  which to carry out its planned activities.  And, the Company does not
have  "firm"  commitments  for  financing.  These  factors raise doubt about the
Company's  ability  to  continue  as a going concern.  While management believes
actions  currently  being  taken to obtain financing provide the opportunity for
the  Company  to  continue  as  a  going concern, there is no assurance that the
Company  will  be  able  successful  in  doing  so.

The accompanying consolidated financial statements have been prepared on a going
concern  basis  that contemplates the realization of assets and the satisfaction
of  liabilities in the normal course of business.  The Company continues to rely
on  its capital raising efforts to fund continuing operations.  These conditions
raise  substantial  doubt  as  to  the  Company's ability to continue as a going
concern.  The  accompanying consolidated financial statements do not include any
adjustments  relating to the recoverability and classification of recorded asset
amounts  or  the amount of liabilities that might be necessary if the Company is
unable  to  continue  as  a  going  concern.

4.     DEPOSITS  FOR  INVENTORY  PURCHASES,  INVENTORY  AND  SALES
       -----------------------------------------------------------

The  Company's inventory and sales are made up of two categories: "Starter Kits"
and  products.  The primary product is the StarScreen and other products include
nutritional  and  body products.  The Company does not manufacture inventory; it
purchases  finished  goods ready for resale.  As of June 30, 1996, the Company's
inventory  included  only "Starter Kits."  These kits are the marketing material
and  informational  package  provided  to  individuals who have agreed to become
distributors.

In  April  1996,  the Company placed a deposit with its vendors to cover tooling
costs  and  to  secure  delivery  of  inventory,  primarily the StarScreen.  The
Company  received  its  first  shipment  in  the  2nd quarter of fiscal 1997 and
forwarded  additional  deposits  for the next shipment of the StarScreen.  After
receiving  FCC  approval  on  the  StarScreen  in  January  1997,  the  Company
immediately  began  selling  the  StarScreen.  Gross  sales  is  made  up of the
following:

<TABLE>
<CAPTION>
                                              June 30,
                                     ---------------------------
                                        1996             1997
                                     ---------        ----------
<S>                                  <C>              <C>
Starter Kit Sales                    $  97,654        $1,304,850
StarScreen Sales                             -           502,233
Other                                        -            39,689
                                     ---------        ----------
Total Sales                          $  97,654        $1,846,772
                                     =========        ==========
</TABLE>

(See  note  3 for discussion of events surrounding the loss of deposits paid for
StarScreen  inventory, and the write-off of Starter Kit and other inventory that
occurred  in  fiscal  1997.)


                                      F-11
<PAGE>

5.     PROPERTY  AND  EQUIPMENT
       ------------------------

Property  and  equipment  consist  of  the  following:

<TABLE>
<CAPTION>
                                              June 30,
                                     ---------------------------
                                        1996             1997
                                     -----------      ----------
<S>                                  <C>              <C>
Computer equipment and peripherals   $  241,524       $        -
Office furniture and equipment          118,521                -
Leasehold improvements                   51,809                -
                                     -----------      ----------
                                        411,854                -
Less accumulated depreciation           (35,802)               -
                                     -----------      ----------
Property and equipment, net          $  376,052       $        -
                                     ===========      ==========
</TABLE>


Depreciation  expense  totaled  $27,321  for  the  year  ended June 30, 1996 and
$173,692  for  1997.  Additionally,  as of June 30, 1996, computer equipment and
peripherals,  with a cost of $79,355, were idle or nonproductive pending returns
under  product warranties.  (See note 3 for discussion of events surrounding the
abandonment  of  property  and  equipment  that  occurred  in  fiscal  1997.)


                                      F-12
<PAGE>

6.     PREPAID  PRODUCTION  COSTS
       --------------------------

PREPAID PRODUCTION COSTS (INFOMERCIAL).  In October 1994, the Company contracted
with  a related party, U.S. Corporate Development Group, Inc. (USCDG) to produce
a  half-hour  infomercial  related  to its StarScreen and direct sales marketing
plan,  issuing  500,000  shares of the Company's common stock in satisfaction of
the $300,000 contract price.  The $300,000 was capitalized as prepaid production
costs.

As  of  June  30,  1996,  production  of  the infomercial had been delayed as no
product  was  available  and  the  Company's  direct  sales  marketing  was just
beginning.  The  infomercial was scheduled to air in January 1997.  During 1997,
the  Company encountered financing shortages and sales of the StarScreen product
were  suspended.  Therefore,  the  $300,000  was  written  off  in  March  1997.

7.     INVESTMENTS  IN  MINERAL  PROPERTIES
       ------------------------------------

VULCAN/GOLD  DIKE.  In  March  1989,  the  Company  and  N.A.  Degerstrom,  Inc.
(Degerstrom),  entered  into a 50/50 joint interest agreement to purchase assets
and  claims  from Vulcan Mtn., Inc.  Pursuant to this agreement, the Company and
Degerstrom  purchased certain real property, personal property and mining claims
located  in  Ferry  County,  Washington  for  an  aggregate  purchase  price  of
$1,100,000.  During  fiscal  1993,  the Company wrote down its investment in the
joint  venture  to  $350,000  because  of metallurgical studies performed on the
property  that  indicated  lower  recoverability  rates  than  those  previously
estimated.  During  fiscal 1995, the Company wrote off the remaining balance and
entered  into an agreement to sell its interest to an unrelated party for $1 and
indemnification  from  any  potential environmental liability.  In January 1996,
the Company completed the transfer of title and was released of future liability
for  environmental  clean  up.

COPPER FLAT.  In April 1990, the Company purchased the Copper Flat property from
an  unrelated  party  for  $1,299,925.  In  connection with the acquisition, the
Company  borrowed  funds  from  several individuals who were partially satisfied
with  the  issuance  of  240,000  shares of the Company's common stock.  Through
fiscal  1994,  the  Company  incurred  an  additional $4,035,488 in purchase and
development  costs  which were capitalized to the property.  During fiscal 1994,
the  Company  sold  its  interest  in  the Copper Flat property to Alta Gold Co.
(Alta),  an unrelated party.  Consideration received by the Company consisted of
$601,000  in  option  payments,  $800,000  cash  at  closing, two 6% convertible
subordinated  debentures,  each  having a principal balance of $1,500,000, and a
subordinated  zero  coupon  debenture  with  a  $4,000,000 redemption price.  In
fiscal  1997, the Company accepted $750,000 as payment in full and wrote off the
remaining  balance.

8.     OTHER  INVESTMENTS
       ------------------

AMWEST  ENVIRONMENTAL  GROUP,  INC.  (AMWEST).  During  fiscal 1996, the Company
exchanged 1,500,000 shares of its restricted Rule 144 common stock for 1,500,000
shares  of  the  restricted  Rule  144 stock of AmWest Environmental Group, Inc.
(AmWest).  The Company made the investment as a vehicle to facilitate entry into
foreign  markets, particularly Hong Kong.  The market value of the AmWest common
stock  at the date of the transaction was $1.45 per share.  The Company recorded
the investment at $2,066,250, after discounting for restriction.  The investment
was  classified  as  "available  for  sale"  and  carried  at fair value, net of
unrealized  holding  gains/losses, which are excluded from earnings and reported
separately  in  shareholders'  equity.

At  June  30,  1996,  the Company valued this investment at $900,000 based on no
market  value,  a  $0.75  per share quoted market price at June 28, 1996 and 20%
discount  for  the  restriction.  Also on June 30, 1996, the net unrealized loss
carried  in  shareholders'  equity is $1,166,250.  The restriction on the AmWest
common  stock  was lifted in September 1996. However, due to management's belief
that  the  carrying  value of the asset could not be realized, the Company wrote
off  the  investment,  recognizing  a  loss  of  $2,066,250.


                                      F-13
<PAGE>

OTC  EMERGING  GROWTH FUND (OTC).  During June 1995, the Company entered into an
agreement  to  purchase  30,000  shares  of  common  stock  and 30,000 shares of
preferred stock of OTC Emerging Growth Fund (OTC) in exchange for 200,000 shares
of the restricted Rule 144 common stock of the Company for a total investment of
$150,000.  As  of June 30, 1996, the Company wrote off this investment following
notification  by  OTC  that it would not continue as a going concern.  The total
charge  to  income  for  fiscal  1996  was  $150,000.

IPO  NETWORK.  During  fiscal 1996, the Company advanced $30,000 to IPO Network,
an  unrelated  company,  pursuant  to  a proposed asset purchase agreement.  The
Company  abandoned  the  acquisition  following  disagreements  with IPO Network
management  and  wrote-off  the  $30,000  in  June  1996.

9.     SUBORDINATED  DEBENTURES  RECEIVABLE
       ------------------------------------

In  June  1995,  the Company received notification that it was not in compliance
with  certain  terms of the sale of the Copper Flat property.  In June 1996, the
Company  entered  into  an  agreement  with  Alta,  and  concurrently  with N.A.
Degerstrom, Inc. (Degerstrom) to cancel two of the three convertible debentures,
in  exchange for cancellation of the notes and other debts payable to Degerstrom
and  relinquishment  of  certain claimed rights to certain properties related to
the original sale of the Copper Flat property.  As a result of this transaction,
the  Company  recognized  a  loss  of  $234,065  in  fiscal  1996.

The  remaining  debenture  was  to  mature in June 2008, and is presented in the
consolidated  balance  sheet as of June 30, 1996, net of an unamortized discount
based  on  an imputed interest rate of 8.75%.  In May 1997, the Company accepted
$750,000  as  payment in full of the balance outstanding and wrote off $788,560.

10.     RELATED  PARTY  NOTE  PAYABLE
        -----------------------------

In  fiscal  1995, the Company borrowed $400,000 from Phoenix Environmental Group
for  working  capital,  in  the form of two notes bearing interest at 7.5%.  The
notes  are  secured  by stock in StarTronix International Inc., owned by Pacific
Horizons  and  the Company's Chief Executive Officer.  Originally due July 1995,
the  notes  were  extended to December 1996.  Total accrued interest expense was
$27,500  in  fiscal  1996 and $30,000 in fiscal 1997.  The Company was unable to
pay  the  notes  and  the  related  accrued  interest  when  due.

In  December  1999,  the  Company  settled  in full by issuing 700,000 shares of
restricted  common stock valued at $983,500, discounted 50% for the restriction.
Additionally,  the Company granted Phoenix options to purchase 300,000 shares of
free  trading  stock  at  $1.50  per  share.  In  December  1999,  the  balance
outstanding  totaled  $531,358,  including  accrued  interest  of $128,750.  The
difference  between the settlement and the balance outstanding has been recorded
as  a  $452,142  gain.

11.     RELATED  PARTY  TRANSACTIONS
        ----------------------------

DUE  TO OFFICERS AND DIRECTORS.  During fiscal 1996, the Company's officers were
not  paid  their full salaries.  In fiscal 1999, the officers waived the amounts
due.

U.S.  CORPORATE  DEVELOPMENT  GROUP.  In  fiscal  1996,  the  Company executed a
consulting  agreement with U.S. Corporate Development Group, Inc. (USCDG) to (a)
assist  in  the  development of a long range business strategy, (b) identify and
negotiate  with  potential  merger/acquisition  candidates,  (c)  assist  in the
identification  and  hiring of key personnel, and (d) assume other activities as
mutually  agreed  upon.  In  fiscal 1996, the Company paid USCDG $327,500 in the
form  of  cash  and  common  stock;  $4,556  was accrued.  In fiscal 1997, USCDG
provided  consulting  services  totaling  $686,055.  The full amount was accrued
along  with  the  balance  remaining  from  fiscal  1996.


                                      F-14
<PAGE>

In  June  1999,  the  President  of  the  Company transferred 1.1 million of his
personal  shares  of  common  stock  to  USCDG  to settle the full $690,611.  In
accordance  with Staff Accounting Bulletin 79, Topic 5T, the Company reduced the
liability  and  increased  additional  paid  in  capital.

In  fiscal  2000,  the Company successfully executed an employment contract with
the  owner  of USCDG to become the Chairman of the Company's Board of Directors.

PHOENIX  ENVIRONMENTAL  GROUP.  During  1996,  the  Company  accrued  $27,500 in
interest  expense  for  two notes payable to Phoenix of which none was paid.  In
addition,  the  Company  issued 100,000 shares of its restricted common stock in
satisfaction  of  $33,000 loaned to the Company by Phoenix.  The Company accrued
an  additional $29,000 to Phoenix for certain services related to Global TelCom,
Inc.  All  amounts  were  paid  in  fiscal  1997.

T. DAVIS CAPITAL. During fiscal 1996, the Company issued 1,600,000 shares of its
common  stock  to  T. Davis Capital for stock promotion services, taking a total
charge  to  income  of  $2,103,750  and  carrying  a  prepaid  of $21,250 in the
consolidated  financial  statements.  Of  the 1,600,000 shares issued, 1,100,000
and  500,000  were  issued  at  $1.25  and  $1.50,  respectively.

MR.  KURTIS  JONES.  During  fiscal  1996, Mr. Kurtis Jones, a consultant to the
Company,  exercised  2,000,000  warrants  for  $1,400,000  to purchase 2,000,000
shares  of  the  Company's  common  stock.

AMWEST  ENVIRONMENTAL  GROUP.  In  September  1995, the Company issued 1,500,000
shares  of  its  common stock to AmWest Environmental Group, receiving in return
1,500,000  shares  of  the  restricted  Rule  144  common stock of AmWest.  This
investment  was  written  off  in  June  1997.

PACIFIC  HORIZONS,  INC.  Pacific  Horizons,  owned  by a personal friend of the
President  and  CEO, and a company in which he was formerly a V.P. and director,
provided  working  capital to the Company through the purchase of 350,000 shares
of  common stock for $175,000.  Additionally, Pacific Horizons, jointly with the
Company's  CEO  secured  the  notes  payable  to  Phoenix.

ROBERT  STERLING  ENTERPRISES.  This  company,  belonging  to Robert Sterling, a
former  officer  and  director,  and a shareholder of the Company, maintains the
bank  account  through  which  the  interest  on  the subordinated debentures is
received  and  the  interest  on  the  Degerstrom notes is paid.  Administrative
expenses  of  $6,000  were  charged  during fiscal 1996 and paid in fiscal 1997.

DEGERSTROM  NOTES  PAYABLE.  Historically,  the  Company entered into financing,
stock and stock option agreements with N.A. Degerstrom, a shareholder, to borrow
money  to finance the Company's operations.  The Degerstrom notes were satisfied
during  fiscal  1996  in  conjunction with an agreement involving Alta Gold Inc.

WESTERN  GLOBAL  TELECOMMUNICATIONS,  INC.  In 1999, the company entered into an
understanding  with  Western  Global  to  provide  services  to the Company.  To
demonstrate  its  appreciation for the services rendered by the President and to
demonstrate  its  commitment  to  utilize  the  services  of Western Global, the
Company issued the President of the Company and the two owners of Western Global
in  total 9,000,001 shares of convertible preferred "D" stock valued at $90,000.
The  consulting  contract,  executed  in  May  1999,  required Western Global to
provide consulting services for improvement to the design and development of the
StarScreen including its hardware and software.  The 1-year contract compensated
Western  Global  with  2,100,000  shares  of  restricted  common stock valued at
$850,500  using  50%  of  the market price of free trading stock on the date the
contract  was  executed.

12.     COMMON  STOCK
        -------------

REVERSE  STOCK  SPLIT.  On  April  5,  1999, the Board of Directors authorized a
20-for-1  reverse  stock  split,  thereby  decreasing  the  number of issued and
outstanding  shares  to 1,949,439 and maintaining the par value of each share to
$.001.  All  references in the accompanying consolidated financial statements to
the  number of common shares and per-share amounts have been restated to reflect
the  reverse  stock  split.


                                      F-15
<PAGE>

CONVERSION  OF  PREFERRED  STOCK.

STOCK  OPTIONS.  The  Company  has  not  had an employee-based stock option plan
since  fiscal  1994.  However,  during  the fiscal year ended June 30, 1996, the
Company  granted  an officer of the Company 100,000 options to purchase an equal
number of shares of common stock for $1.50 per share; the market price was $1.60
at  the  time  of  grant.  None  of the options were converted by the expiration
date,  May  28,  1997.  No  other  options  have  been  granted.

STOCK  WARRANTS.  The  Company  issued  warrants  to  the  following  companies,
advisors,  and  consultants.


<TABLE>
<CAPTION>
                                                   Exercise Price                  Expiration
Company                              Warrants      Per Share        Issue Date     Date
<S>                                  <C>           <C>              <C>            <C>
Phoenix Environmental Services         30,000      $1.50            11/11/99       11/11/00
Phoenix Environmental Services      1,500,000      $2 to $7.50      1/31/00        2/1/02
Guru Financial Corporation            800,000      $0.75            4/18/00        7/18/00
</TABLE>

These  warrants have no voting rights but are feely transferable.  However, none
of  the  warrants  have  been  converted  into  common  stock.

13.     PREFERRED  STOCK
        ----------------

GENERAL.  The  Company  has  authorized  10,000,000  shares  of  $0.01 par value
preferred  stock.

SERIES  "B" CONVERTIBLE PREFERRED STOCK.  During fiscal 1996, the Company made a
private  placement  offering of 200,000 shares of its Series "B" $0.01 par value
Convertible Preferred Stock.  As of June 30, 1996, the Company had issued 90,000
shares  for  $900,000,  less  $90,000  in issue costs.  The Series "B" Preferred
Stock  is  convertible  into common stock at any time 45 days after the issuance
date.  The  conversion  rate is $10.00 divided by the Conversion Price, which is
based  on  a  predetermined  formula.  During  the  first and second quarters of
fiscal  1997,  all 90,000 shares and accrued dividends were converted to 952,847
shares  of  common  stock.

SERIES  "C" CONVERTIBLE PREFERRED STOCK.  During fiscal 1996, the Company made a
private  placement  offering of 650,000 shares of its Series "C" $0.01 par value
Convertible Preferred Stock.  As of June 30, 1996, the Company had issued 15,000
shares  for  $150,000,  less  $24,017  in issue costs.  As of June 30, 1997, the
Company  had  issued 635,000 shares for $6,350,000 less $938,075 in issue costs.
The  Series  "C" Preferred Stock is convertible into common stock at any time 41
days  after  the  issuance  date.  The  conversion rate is $10.00 divided by the
Conversion  Price,  which  is  based  on  a  predetermined  formula.

During  fiscal  1997,  244,500  shares  and  the  related accrued dividends were
converted  to  6,121,766  shares  of  common stock.  During fiscal 1998, 330,500
shares  and the related accrued dividends were converted to 11,227,608 shares of
common  stock  pursuant to a litigation settlement. See LITIGATION ON SERIES "C"
CONVERTIBLE  PREFERRED  STOCK  below,  for  discussion.

In  November  1996,  the  Company  suspended  the  conversion  of its Series "C"
Convertible  Preferred  Stock as a result of the concerted market irregularities
in  the  trading  of  the  Company's  common stock, which management believes is
related  to  the conversion terms contained in the private placement offering of
the  Series "C" Preferred Stock.  The suspension of the conversion provisions of
the  private  placement  offering  is  more fully described in the Company's 8-K
filed  with  the  SEC  on  October  25,  1996.


                                      F-16
<PAGE>

LITIGATION ON SERIES "C" CONVERTIBLE PREFERRED STOCK.  Subsequent to the Company
suspending the conversion of the Series "C" Preferred Stock, a shareholder group
filed  an  action against the Company in the United States District Court in New
York.  The shareholders sought to compel the Company to resume conversion of the
Class  "C"  Preferred  Stock or, in the alternative, to rescind the subscription
agreement  and  recover  the  shareholder's original investment in the amount of
$1,337,500.

In December 1996, a second shareholder group filed an action against the Company
in  the  United States District Court in California.  The shareholders sought to
compel  the Company to resume conversion of the Class "C" Preferred Stock or, in
the  alternative,  to  rescind  the  subscription  agreement  and  recover  the
shareholder's original investment in the amount of $2,367,500, plus interest and
punitive  damages.

As  of  June  1997, the Company had established a $500,000 reserve for potential
losses  related  to  these  2  cases.  In  August  1997,  the  Company reached a
settlement  with all but two of the Series "C" shareholders.  In August 1999 and
May  2000 a settlement was reached with the final two shareholders who converted
1,250,000  and  2,000,000  shares  to  common  stock  resulting  in  $620,000 in
additional  reserves.

SERIES  "D"  CONVERTIBLE PREFERRED STOCK.  During March 1999, the Company made a
private placement offering of 9,000,001 shares of its Series "D" $0.01 par value
convertible  preferred  stock.  As  of  June  30, 1999, all Series "D" Preferred
Stock shares had been converted to shares of common stock for services valued at
$90,000.

DIVIDENDS ON PREFERRED STOCK.  Both series of preferred stock pay dividends at a
rate  of  $0.60  per  share  per year.  These dividends are cumulative and shall
accrue  day by day whether or not declared.  All dividends are payable in common
stock  of the Company and paid only upon conversion.  Cash dividends may be paid
at  the  discretion of the Company's Board of Directors, however no common stock
dividends  may  be  declared  or  paid  to  the  common  stock holders until the
preferred  stock holders have been paid their dividends in full.  As of June 30,
1996  and  1997,  accrued  dividends  on  preferred  stock  were  not  material.

14.     INCOME  TAXES
        -------------

Income  taxes  are provided based on the liability method of accounting pursuant
to  Statement  of  Financial Accounting Standard #109 (FAS 109), "Accounting for
Income Taxes."  Under FAS 109, deferred income taxes are recorded to reflect the
tax  consequences on future years of differences between the tax basis of assets
and  liabilities  and  their  financial  reporting amounts at each yearend.  The
Company's  net  operating  loss  carryforwards expire in varying amounts through
2015.  However,  since  inception,  the  Company  has reported losses for income
taxes  and  financial reporting purposes, accordingly, no provisions for Federal
or  State  income  taxes were provided.  A 100% valuation allowance was provided
each  year since management could not determine that it was more likely than not
the  net  deferred  tax  asset  would  be  realized.

15.     COMMITMENTS  AND  CONTINGENCIES
        -------------------------------

GOING  CONCERN  CONTINGENCY.  See  note  3.

OFFICE  LEASE.  The  Company  leased  office space in Irvine, California under a
3-year lease, beginning in April 15, 1996 and continuing through April 14, 1999.
Additionally,  the Company leased certain equipment and automobiles with varying
terms  between  3  and  5  years.  The  Company vacated the premises and stopped
payment  on  all leases in conjunction with the cessation of operations in March
1997;  the  equipment  and automobiles were returned to the lessor.  The Company
believes  it  honored  the  leases  to the best of its ability and used its best
efforts to settle the commitments.  In 1997, the Company had certain UCC filings
against  it  related  to  these  leases.  While  the Company plans to vigorously
defend  itself  against  these  claims,  approximately  $110,000 was accrued for
potential  losses  as  of June 1997 and an additional $200,000 was accrued as of
June  1998.  Through  June  2000,  no  judgments  have been obtained against the
Company  related  to  the  UCC  filings.

EMPLOYMENT  AGREEMENTS.  During  fiscal  1996 and 1997, the Company entered into
5-year  employment  agreements  with each of its and its subsidiaries' officers.
Each  agreement  provided  for  cash bonuses and stock based incentives based on
predetermined  formulas related to the future profitability of the Company.  All
the  agreements  included  a  clause  that  the  agreement  terminated  with the
termination  of  the  Company's business; all contracts were terminated in 1997.
In  fiscal  2000,  the  Company  entered into new employment agreements with its
officers.  Both the Chairman and the President gave 5-year commitments, and both
officers  of  StarTronix.com  gave  3-year commitments.  Each of these contracts
provide  for  bonuses  if  certain  level  in  sales  are  achieved.

CONTINGENCY  RESERVES.  In  addition  to  the  reserves  related  to  the leases
discussed in this footnote above, and the reserves established for the Preferred
"C" litigation (see note 11), the Company has established approximately $400,000
in  reserves for potential losses related to the suspension of its operations in
June  1997.


                                      F-17
<PAGE>

                                SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



Dated:  August  4,  2000               STARTRONIX  INTERNATIONAL,  INC.


                                       /s/  Greg  Gilbert
                                       ______________________________
                                       By:  Greg  Gilbert
                                       Its:  President

Dated:  August  4, 2000               /s/Robert  Hart
                                      ______________________________
                                      By:  Robert  Hart  (1)
                                      Its:  Chief  Financial  Officer

     (1)     Mr.  Hart  joined  the  Company subsequent to June 30, 1999, and as
such  his biographical information is not included in this filing.  His complete
biographical  information  will be included in the Company's Form 10-KSB for the
year  ended  June  30,  2000.