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,  1999

[  ]    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.     None.

     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.)  $58,488, based on the closing price of $0.03
for  the  common  stock  on  June  30,  1999.

     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, 1999, there
were  19,949,580  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

HISTORY  OF  THE  COMPANY

     StarTronix  International Inc., a Delaware corporation, was incorporated in
June  1984  as  Gold Express Communications, Inc., and was originally engaged in
the  business  of  mining and natural resources.  Beginning in 1993, the Company
began divesting its mining assets and instead focused on technology sectors.  In
April  1994,  the  Company  acquired all of the outstanding stock of StarTronix,
Inc.,  a  Delaware  corporation,  which was developing products and services for
accessing  the  Internet  using  a  screen-based  telephone, a product line that
eventually  became  the  StarScreen  System.

     In  1997,  the  Company  was  unable  to continue the implementation of its
business  plan due to inadequate capital resources, and suspended all operations
until  1999.

SUBSIDIARIES

     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.  StarTronix Inc. was
sold  in  September  1999.

     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.  StarTronix  Marketing  N.A.  Inc. was
dissolved  in  June  2000.

     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.
StarTronix  TelCom  Inc.  was  dissolved  in  March  1999.


                                        3
<PAGE>

     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  On-Line  Inc.  was  dissolved in March 1999.

     STARTRONIX.COM,  INC.  StarTronix.com, Inc. was formed in October 1999, and
is  a  wholly-owned  subsidiary  of  the  Company.  The subsidiary was formed to
market  the  upgraded  StarScreen.

     STARTRONIX  ESOLUTIONS  INC.  StarTronix  eSolutions  Inc.  was  formed  in
December  1999, and is a wholly-owned subsidiary of the Company.  The subsidiary
was  formed  to  design, develop, and support the technology for the StarScreen.


                                    OVERVIEW

     The  Company's mission is to develop the world's first integrated Computing
and  Communications  hardware  and  software  platform  or  "Personal  Internet
Platform"  for  the Home PC and the Small Office Home Office (SOHO) marketplace.
The  StarScreen  System  is  an  "Internet  Platform"  that  will be used by the
Company's  direct  marketing  Internet  Resellers and their customers to provide
one-button  push  access  to  the  Internet for the user, (many of whom might be
first  time  users  of  computers  as  well  as the Internet).  In addition, the
StarScreen  System  is  designed to become a tool for the development of new OEM
and  Private  Label opportunities in the marketplace. StarTronix eSolutions will
develop  custom  vertical markets where the StarScreen System will be the anchor
technology solution for a competitive local exchange company, a home-health care
services  company,  etc.

     The  StarScreen  System  is  a  technology  product line being developed by
StarTronix  eSolutions  that seamlessly integrates a desktop computer and either
fixed  or wireless telephones and intelligent handsets into a complete computing
and  communications  solution  for  the  home  PC  and small business user.  The
StarScreen System features a pre-organized Internet menu system enabling on-line
banking,  bill  paying, e-mail, home shopping, video conferencing and many other
value  added  services.  All are available at the press of a single button, or a
few mouse clicks from the StarTronix eSolutions personalized StarPortal web-site
that  can  be  tailored  and  customized  by  each  user.  Some  of the targeted
applications  might  include  the  following:

-     Small  Business  Credit  Card  Solution.

Merchant  banks  and  card  clearing  companies  who  service the small business
marketplace  with  credit  card merchant services.  The StarScreen System can be
loaded  with industry-specific software for merchants to handle customers credit
card  transactions  using  the  built-in credit card, smart card, and debit card
reader.  In  addition,  other value added business functions can be addressed to
enhance their business such as inventory management, (using bar codes), shipping
and  receiving  software to interface with package shipping companies, and other
operating  and  accounting  software  solutions  that  can  be targeted to small
business  vertical  markets.


                                        4
<PAGE>

-     ILEC's  Serving  the  Residential  Apartments and Condominium Marketplace.

A  new  class  of  service provider called an "ILEC" (Independent Local Exchange
Company)  is  now developing new vertical market bundled solutions to what might
be  described  as "Affinity Groups".  These are customers who share a geographic
area,  affinity,  club,  etc  that  might want bundled services.  The StarScreen
System  can  be  used  as  an enticement or option to renters whereby the renter
could  access  local retailers to order products, groceries, movie tickets, etc.
Also,  the landowner or ILEC can provision various information services that are
geared  toward this user group and provide billing and payment services for rent
and  other  ILEC  bundled  services  like  Pay  TV,  etc.

-     In-Home  Health-Care  Service  Providers.

In  this  area,  the  StarScreen System can operate like a multifunction medical
device  monitoring  and  communications  system  that  can  become a development
platform  for  the  creation  of  unique  "plug-and-processes"  for  heart,
blood-pressure,  and  other  vital sign monitoring for in-home medical patients.
The  patients  would  be  able  to  effectively transmit their readings to local
doctors over a secure and dependable Internet link to the local medial clinic or
hospital,  or  to  a  specialist  in another state, or another country.  Through
specialized  API,  (Applications  Programming Interfaces) and hardware adapters,
that  might work with the USB bus or the PCMCIA card slot, StarTronix eSolutions
will  be  able  to offer these unique services through our strategic OEM/Private
Label  Partners  .

The  strategy  of  the  Company  is  to  bring to the marketplace the StarScreen
System,  the  world's  first  integrated,  Internet  screen-phone  system  that
seamlessly  integrates  both communications and computing functions, (telephone,
PC,  FAX, answering machine, etc.) into a simple but powerful platform.  It will
be targeted to a large customer marketplace of both U.S. and International based
consumers  that  may  or  may not yet have a PC in their home or small business.

     The  Company  can  best  be  described  as  an  integrated "Next Generation
Provider" in that the Company is offering a unique "bundled" Internet access and
value-added  services  program  that  is provisioned using the StarScreen System
(Personal  Internet  Screen-Phone  Platform).  The  services  offered  include:
unlimited  Internet  dial-up accessed to either 56Kbps direct dial-up or through
ADSL or cable access (where available) in the marketplace and provisioned by the
Company  through  our  partners,  e-mail  access, web-site solutions, customized
on-line  shopping, electronic-banking, bill-paying services, custom IP-telephony
communications services and value-added content and entertainment programs.  The
StarScreen  System  is provided to the users who simply pay a monthly system fee
depending  on  the  type of services desired and the speed of the access service
chosen.  The  target  markets  are  the  first  time  Home  PC user who might be
purchasing  a  computer  for  the  first  time, as well as the Small Office Home
Office  (SOHO)  customer  that  wants  to  acquire an "all-in-one" telephony and
computer  appliance  that  is  better  suited  to  their  small  business needs.

     The  Company  markets the bundled services through two primary distribution
channels:

-     Internet  Resellers  and  OEM/Private  Label partners.  Internet Resellers
sell  directly  to home PC users and the SOHO marketplace.  The Company, through
its  wholly-owned  subsidiary StarTronix.com Inc. ("StarTronix.com") is a unique
Internet  marketing,  sales  and  customer-support  company  responsible  for
building-up  and  supporting  independent  Internet  Reselling  Distributors.
StarTronix.com  develops  "Internet  Resellers"  through a marketing, promotion,
recruiting  and  customer  support  model, while utilizing an integrated on-line
services-oriented  Internet  Site  and Services strategy developed by StarTronix
eSolutions  (see below) for the support of its distributors and the provisioning
of  standard  Internet  dial-up access and premium information and entertainment
services  for  its  customers.


                                        5
<PAGE>

-     OEM  and  Private  Label alliance partners who develop custom hardware and
software  solutions  that  are  targeted  to  niche marketplaces where they will
bundle  value added hardware and software to sell an "integrated" solution.  The
Company  through  its second wholly-owned subsidiary, StarTronix eSolutions Inc.
("StarTronix  eSolutions"),  is  a  business  development, and Internet services
provisioning  company  that  is  responsible  for  designing,  developing,  and
supporting  the  technology  for  the StarScreen System and creating value-added
Internet  service  programs  that  are  promoted  by  the  Company and its other
subsidiaries.  StarTronix  eSolutions  is  actively  involved  in  the  design,
manufacturing  liaison,  and  operational  development  of the StarScreen System
product  and  is  overseeing  the  creation of the web-based e-commerce, on-line
Internet  and  service  support initiatives  The company is also responsible for
the  management  of  the strategic alliances and key partners who will work with
the  Company.


                                        6
<PAGE>

                               STARTRONIX.COM INC.

     StarTronix.com  Inc.,  a Delaware Corporation founded in October 1999, is a
wholly-owned  subsidiary  of  StarTronix  International  Inc.  Headquartered  in
Irvine,  California,  StarTronix.com  was  formed by StarTronix International to
market  the  upgraded  StarScreen  System.

     StarTronix.com  is  a  national  marketing  organization which will include
independent  distributors  trained  as  Internet  Resellers  who  market  a  new
dimension  of  on-line  services  and personal/home communication products never
before found within a single system.  These services combined with user-friendly
products,  re-define  the way information and communications can be accessed for
the  home-based  business.

PRODUCTS  AND  SERVICES

     The  StarScreen System is the first user-friendly "Internet Platform" based
on  advanced  telephony  and  computing  technology  that  offers  first-time PC
computer  users  and  home-based  business  owners  a  cost-effective integrated
telephone  communications and computer platform.  It is uniquely designed into a
compact  and  stylish  consumer-electronics-class  desktop  appliance.  The
StarScreen  System  is equipped with a powerful Windows-based computing platform
that  has  a  built-in  growth  path  for  expanding  computing power as well as
adapting  to  external  peripherals,  storage  and  communications  devices that
consumers  have  come  to  expect  due  to the fast-pace and changing technology
marketplace.  The  StarScreen  System  users  will  be able to accomplish a wide
variety  of  desktop  computing  and  communications functions.  These functions
include  on-line  Internet  access,  e-mail,  bill  paying,  home  banking, home
shopping, faxing and many other interactive services that StarTronix.com will be
providing  in  concert  with  its strategic service providers.  In addition, the
StarScreen  System  also  provides  for  a  number  of communications facilities
utilizing  its  built-in  telephony  sub-system,  whose features include: 2-line
phone,  digital  answering  machine,  voice  mailboxes  for  home  users, faxing
terminal,  and  various  caller  ID feature sets (available as optional services
from  the  phone  company)  which can be accessed from the computer via software
utilities.

     The  StarScreen  System  has  been  developed  by  Western  Global
Telecommunications,  Inc. (WTG) utilizing technology and sub-components that are
capable  of  being  upgraded  as  technology  advances.  Major  changes  in  the
functionality  can  be  facilitated in software or accomplished in hardware with
minimal  effort  in  overall  manufacturing  or  product  design.  This  allows
continuous  offerings  for  planned  future  options.

     The  StarScreen System includes the latest in Pentium processor technology,
significant  local  memory  to run specialty applications, an externally adapted
CD-ROM  drive  for  upgrading  or  adding  applications,  as  well as a complete
modem/fax/voice-mail  system.  Unlike  other  Internet  access-only devices that
simply  provide  a  "thin-client"  software  platform through either a black and
white  monochrome  screen, or a television set, the StarScreen System includes a
complete  PC with a compliment of external connectivity options including RS-232
serial  port,  parallel  port, game port, PCMCIA Ports, sound inputs/outputs and
Universal  Serial  Bus  (USB)  ports,  as well as an integrated 10/100T Ethernet
network  interface.

Standard  Services

     Management  hopes  that  the  no fee group of standard services provided to
end-users and Internet Resellers will make StarTronix.com a favorite destination
for  our  users  increasing the value of our on-line display banner advertising.
Many  of  these  areas  represent  an  opportunity to provide additional premium
services  that  generate  additional  revenue  for  StarTronix.com.


                                        7
<PAGE>

The  standard  services  include  the  following:

-     On-Line  Shopping:  The  StarTronix.com  Store  will  provide  the typical
accessories  ordered  by  our  users including printers, scanners and high speed
connection  devices.  The Internet Reseller will be able to complete their sales
here  and  also  order  support  materials  for  their  business.  All users and
visitors  to the site will be able to shop from main categories including books,
music,  software  and  auctions.

-     Training:  Training  the  Internet  Resellers to be effective in sales and
operations  of  their business and basic StarScreen System use and operations is
provided.  The  interactive  support  area  will  handle  the  most  common user
questions  to  allow  StarTronix.com  to maximize our dedicated customer support
team.

-     e-Mail:  StarTronix.com  e-mail  is  outsourced  to  our  ISP  partner  or
strategic  e-mail  vendor  and  we  will  provide  up  to 10 e-mail accounts per
StarScreen  System depending on the plan chosen by the customer.  StarTronix.com
is  investigating  a  number of user-friendly e-mail packages on the marketplace
today  to provide a standard e-mail client that is compatible with any SMTP/POP3
e-mail  server.

-     e-Fax:  The  multi-functional  capabilities of the StarScreen System allow
it  to directly receive faxes with local storage.  The StarScreen System is also
a full-featured faxing solution with the integrated fax software.  A scanner can
be ordered from StarTronix.com to allow the user to send paper source documents.
Users  can  also  choose  an  Internet  faxing  solution  through  a third party
electronic  faxing  supplier where a free phone number is provided and all faxed
documents  are  automatically  sent  to  the  user  as  an  e-mail  attachment.

-     Search  Portal:  StarTronix.com  will  be developing alliances with a wide
variety  of  search  engine  providers  and portals on the Internet to provide a
comprehensive  set  of  Internet  searching  solutions  that will "mine" all the
leading  search  engines  on the Internet to provide an aggregated search result
list  for  subscribers.  In  addition  a  rich  base  of  personalized  Internet
calendars,  schedules,  address  book  and other collaborative software services
will  be  provided to the subscribers through alliances with some of the leading
application  services  providers  on  the  Internet.

-     Customized Advertisements:  Special advertising opportunities are possible
by  leveraging the StarTronix.com Independent Internet Reseller channels whereby
local  advertisers  can  be  solicited  directly  to  include advertising on the
StarTronix.com  web-site  targeted to StarScreen System users by location.  Data
can  be  maintained in the master user database so local ads can be delivered by
local companies and provide specialized offers tailored to the users lifestyles.
This  represents  an  interesting  "localized"  revenue  stream  model  for both
StarTronix.com  and  its  Internet  Resellers.

-     Bill  Paying:  Through  alliances with both regional and national Internet
banking  companies, StarTronix.com will be able to provide its users the ability
to  pay  their phone, electric and other monthly bills on-line through credit or
bank  debit  cards.  This can also be extended to other payment entities such as
grocery  bills,  and  small  business  oriented  vendors  and  suppliers.
StarTronix.com  is  also  exploring  the  use  of  Smart Card technology for the
StarScreen  System  which  will encrypted and authenticated security services in
concert  with  the  financial  bill  paying  and  banking  services.


                                        8
<PAGE>

-     Local  Information:  Local  events  and activities including movie theater
listings,  concerts  and  sporting  events including ticket-purchasing links are
provided  from  existing  regional portals that are aggregating this information
today and will be tied into the StarTronix.com web site through special alliance
relationships.  Other  local  information  including  weather,  TV  listings and
merchant  specials  is provided and is customized to their user-defined profile.

-     Financial  and  Investment  Information:  Again,  through  alliances  with
leading brokerage and financial planning service companies that are operating on
the  web  today,  StarTronix.com  users  will  be  able to manage their complete
investment  and  financial  needs over the Internet using the StarScreen System.

Premium  Services

     Premium services represent a significant additional revenue opportunity for
StarTronix.com  with  services  available  to  Internet  Resellers  and  their
customers.  StarTronix.com  will  be  developing a comprehensive set of packaged
communications  and  computing  solutions  to  enable  the Company to expand the
number of distribution channels it can access.  StarTronix.com will also be able
to  attract  a  number  of  developers to market the commercial platform for the
provisioning of services to the Home PC marketplace as well as the SOHO business
owners.  The  Internet  is  providing  many  new avenues for income from new and
traditional  services,  which  are more effectively delivered on-line, using new
hardware  and  software  interfaces.

-     Home  Security  Services:  Several  revenue opportunities are available to
StarTronix.com  through  the  integration  of  home  security  devices  into the
StarScreen  System.  User  interface  and  management  as  well as on-line alarm
notification  and  the automatic request of emergency services will be available
through  the  provision  of  an "alarm seizure jack" in the StarScreen System to
various  alarm  systems.  This  area  will  include  special  API  (Applications
Programming Interface) kits that will be made available to our OEM/Private Label
partners  to  develop  solutions  for the StarScreen System.  These new services
will  then  be  available  through  our  partner  alliances  as  well as through
StarTronix.com.

-     Multi-site  Video  and  Audio Conferencing:  This premium service solution
will be provided to StarTronix.com from a third party alliance partner that will
provision  a multi-site audio bridging or multi-site video conferencing facility
where  more  than  one  person  can participate in an audio or video conference.
These  services  provide  for  a  fully collaborative environment where multiple
users  can  share  files  and  a  common  whiteboard  during  an  audio or video
conference.  A  USB  video  camera can be ordered from StarTronix.com to support
the  video  functionality.

-     Internet  Phone:  Allows  phone calls to be placed through the Internet to
other  Internet phone users.  Partners and Software Solutions are available from
a variety of vendors, and StarTronix.com is already in discussions with a number
of  candidate  alliance  partners  in  this  area.

-     Home  Automation and Networking:  The StarScreen System can act as a "Home
Server"  for  other  Internet  appliances and thin clients.  The future wireless
StarScreen  System  can  become the network hub or server for the entire home or
office.

-     Health  &  Lifestyle  Information:  Partnerships  with  Dr.  Koop,  WebMD,
eDiets,  iVilliage  and  others  are  planned  to  allow  users to improve their
lifestyle  through managed and tailored diet, meal, shopping and exercise plans.


                                        9
<PAGE>

-     Subscription  Intranets:  To  support  the  small  home  office  user,
StarTronix.com  is  developing  partnerships  with  a  wide variety of web-based
intranet  and  remote  office services companies to provide a complete web based
corporate  Intranet  for  small  and network-based business.  Services include a
company  portal,  company  news, HR, procurement, bulletin boards, conferencing,
document  storage,  group  calendars  and  related  services  will  result  in a
recurring  revenue  stream  for  StarTronix.com.

STRATEGIC  PARTNERS

     Western  Global  Communications, Inc. (WGT), an Irvine, California company,
has  been  contracted  by  StarTronix  International  Inc.  to manage the design
upgrade of the existing StarScreen System previously sold by StarTronix.  WGT is
working  closely  with  StarTronix.com  on  the  design  configuration,  module
procurement,  assembly,  testing,  and  fulfillment  strategies to assure that a
high-level  of  quality  control is maintained.  The StarScreen System prototype
has  been  developed  and  the pre-production unit is currently being tested and
evaluated.

     All  warehousing,  distribution,  shipping,  and fulfillment of the product
will  be  performed  by  a  key  third party fulfillment house under a long-term
outsourcing  contract.  StarTronix.com  has evaluated a number of proposals from
both  small and large fulfillment houses and is currently in the final stages of
decision  making  to  determine  the  most appropriate fulfillment house for the
Company.  One  of  these  companies  is  currently  providing  nationwide  PC
fulfillment  services  for  two  of  the  largest PC manufacturers in the United
States.

     On-line  web  development,  Screen-Phone  firmware  &  operating  system
integration, connectivity issues, screen instructions and configuration software
will  be  overseen  by  StarTronix  eSolutions.  Outside support and third party
development  services  will  be  provided  by key strategic development partners
located  in  Atlanta,  Georgia  and  Southern  California.  A number of web-site
hosting,  software  development  and integration specialists have been contacted
and  various request for proposals and specifications for work have already been
submitted  and  are under final review by the Company.  In addition, a number of
new  "Friction-Free"  advertiser  supported  content  and  service  models  have
recently  been  launched in the Internet marketplace that StarTronix.com will be
able  to  utilize.

     Other  strategic  partners  that  StarTronix.com  is  in  various stages of
discussion  with include: video conferencing companies, long distance providers,
local  telcos,  CLEC's,  on-line  shopping  companies,  search engines, software
companies,  advertising  management  companies,  ISP's,  etc.


                                       10
<PAGE>

                        STARTRONIX  ESOLUTIONS  INC.

INTERNET  SERVICES  DEVELOPMENT

     StarTronix  eSolutions  Inc.,  a  Delaware  Corporation founded in December
1999,  is  a  wholly  owned  subsidiary  of  StarTronix  International  Inc.
Headquartered  in  Atlanta,  Georgia,  StarTronix  eSolutions  is  a  business
development  and  Internet services provisioning company that is responsible for
designing,  developing,  and  supporting  the  technology for the StarTronix.com
StarScreen  System  and  creating value-added Internet service programs that are
promoted  by  the  Company  and  its  other  subsidiaries.

     StarTronix  eSolutions  is  actively  involved in the design, manufacturing
liaison,  and  operational  development  of the StarScreen System product and is
overseeing  the  creation  of  the  StarTronix.com web-based e-commerce, on-line
Internet  and  service  support initiatives, and the management of the strategic
alliances  and  key  partners  who  will  work  with  StarTronix.com.

     StarTronix  eSolutions  will be responsible for the development of or third
party  licensing  and  OEM  outsourcing  of  the following hardware and software
solutions:  (Not  a  complete  listingY)

1.     Integrated  StarScreen  System  Software  Solution  Set  which  includes:

a.     Operating  System  Software  (Windows or other screen-phone friendly
       OS)
b.     Integrated  Communications  Software for Voice, Data, Fax and Multimedia,
       (Audio,  Video)
c.     Credit,  Debit, and Smart Card Reader Services (for the integrated Hybrid
       Reader).
d.     Value-Added  Hardware  and Software Solutions the StarScreen System (With
       Third  Party  OEM  clients)

2.     On-line  Dial-up  Access  Services  for  the  StarScreen  System:

a.     National  US  and  Canada  POP-dial-up  access.
b.     Internet  E-Mail  solutions  for  Users  and  Groups
c.     Internet  Banking,  Bill  Paying  and  Financial  Support  Services
d.     Web-Hosting  Solutions  for  home  and  small  business  users
e.     e-Commerce  Solutions  for  small  business  users.
f.     The  StarTronix.com  StarPortal  Access, Search, and Value Added Services

3.     Complete  Applications  Software  Suite,  (Word  Processing, Spreadsheet,
       Presentation,  etc).

a.     Fully  integrated  productivity environment: spreadsheet, word processor,
       presentation,  graphics,  database,  event  planning,  e-mail,  and  news
       reader applications.
b.     For  The  Millenium StarScreen System the Software bundle will be Windows
       98  and  Microsoft  Works  2000  which  is an integrated entry-level Word
       Processing, Spreadsheet,  Database  and  Communications  Solution.
c.     Runs  natively  Intel  platforms, Windows 95, Windows 98, and Windows NT,
       OS/2,  and  will  also  operate  on  Linux.
d.     Supports  open protocols, open file formats, and industry standards.

     The  StarScreen  System Applications Software Suite, as described above, is
being  outsourced  from a well known hardware and software supplier and contains
the following features, advantages, and benefits for the StarScreen System user:

EMPLOYEES

     As  of  June  30,  1999 due to the suspension of operations by the Company,
there  were  no  employees  other  than  Greg  Gilbert,  President.  His  prior
employment  agreement  was cancelled when operations were suspended in 1997.  He
has agreed to waive any salary until such time as adequate funding is available
to  revive  operations.  In September 1999, he signed a new employment contract.
Also  in  September 1999, the Company executed an employment contract with Lloyd
Adams  which  made  him  Chairman and Co-Chief Executive Officer of the Company.


                                       11
<PAGE>

ITEM  2  -  DESCRIPTION  OF  PROPERTY

     As  of  June  30,  1999, as the Company was in the early stages of resuming
operations, it is maintaining minimal office space free of charge from an entity
controlled  by  one  of  the officers and directors.  It is anticipated that the
Company  will  obtain  its  own  office  space  in  the  future.

ITEM  3  -  LEGAL  PROCEEDINGS

     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  StarTronix'  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.

     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.

     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.

     The  Company may from time to time be involved in various claims, lawsuits,
disputes with third parties, actions involving allegations of discrimination, or
breach  of  contract  actions  incidental  to  the  operation  of  its business.

     In  1996,  the  Company  was  unable  to continue the implementation of its
business  plan  due  to  inadequate capital resources, and ceased all operations
until  1999.  See  "The  Company."  The  Company  currently  has  the  following
material outstanding legal matters, all of which arose during the aforementioned
period:

-     Jack  Dignan  v.  StarTronix  International  Inc.,  et al.  A judgment was
entered  against  the  Company  in  June  1998  in an amount, including interest
through  September  1999  of  over  $76,000.  The  Company is in negotiations to
settle  the  matter  for  an  unknown  amount.


                                       12
<PAGE>

-     Marketing  Direct v. StarTronix International Inc.  A judgment was entered
against  the  Company  in November 1997 in an amount, including interest through
August  1999  of  over  $95,000.  The  Company  is in negotiations to settle the
matter  for  an  unknown  amount.

-     Gesher  Trading,  Ltd.,  et al. v. StarTronix International Inc.  The sole
remaining  Series C Preferred Stock holder, Cygni, S.A., remains a party to this
lawsuit  against  the  Company.  The  amount  of  the  original  investment  was
$500,000.  In  May  2000, the Company settled this dispute with Cygni and agreed
to  issue  them  an  aggregate  of  2,000,000  shares  of  common  stock.

-     Canon  Financial  Services,  Inc.  v.  StarTronix  International  Inc.  A
judgment  was  entered  against  the  Company  in  1998  in an amount, including
interest  through February 2000 of over $26,000.  The Company is in negotiations
to  settle  the  matter  for  an  unknown  amount.

-     Kimco  Services, Inc. v. StarTronix International Inc., et al.  A judgment
was  entered  against  the  Company  in  November  1997  in an amount, including
interest  through February 2000 of over $54,000.  The Company is in negotiations
to  settle  the  matter  for  an  unknown  amount.

-     FNF Capital, Inc.  The Company has been notified of two claims against it,
one  for  approximately  $5,630 and the other for approximately $51,900, arising
out  of  unpaid  business  leases  from 1996.  The Company is in negotiations to
settle  the  matter  for  an  unknown  amount.

The  Company  is  currently  negotiating  a  settlement  in  each  of  the above
referenced  matters.

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

     In  May  1999,  the  holders  of  a  majority  of  the Company's Common and
Preferred  Stock  approved a proposal to amend (the "Amendment") the Certificate
of  Incorporation of the Company to (i) increase the authorized capital stock to
110,000,000 shares from 60,000,000 shares, which will include an increase of the
authorized  shares  of  common stock, par value $0.001 per share, to 100,000,000
shares  from  50,000,000  shares,  and  (ii) effectuate a 20-for-1 reverse stock
split  of  the  presently  issued  and  outstanding  shares  of common stock.  A
Definitive  Information  Statement  was  filed  with the Securities and Exchange
Commission  on  April  30,  1999.


                                       13
<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  NASD 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

        1999     First Quarter     .01            .01
                 Second Quarter    .81            .01
        1998     First Quarter     .03            .02
                 Second Quarter    .02            .02
                 Third Quarter.    .02            .01
                 Fourth Quarter    .01            .01
        1997     First Quarter     .68            .23
                 Second Quarter    .65            .16
                 Third Quarter     .21            .08
                 Fourth Quarter    .08            .01
        1996     First Quarter    2.50           0.44
                 Second Quarter   2.16           1.09
                 Third Quarter.   1.50           0.81
                 Fourth Quarter   1.25            .45
</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, 1999 was approximately 975.  Many of the
shares  of the Company's common stock are held in "street name" and consequently
reflect  numerous  additional  beneficial  owners.

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.


                                       14
<PAGE>

RECENT  SALES  OF  UNREGISTERED  SECURITIES

Prior  to  the  20-for-1  Reverse  Stock  Split

     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.

     From  August  through  October  1997,  pursuant  to  a settlement agreement
entered into with the holders of the Series "C" Preferred Stock, an aggregate of
11,699,095  shares  of  common stock were issued upon surrender of the Preferred
Stock  for  conversion.

     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.

     In  March  1999,  an  aggregate of 9,000,001 shares of Series D Convertible
Preferred  Stock was issued to three shareholders in exchange for services.  The
Series  D Convertible Preferred Stock was subsequently converted into 18,000,002
(adjusted  to  reflect a 20-for-1 reverse stock split effective on May 21, 1999)
shares  of  common  stock.  The  issuance  of the Series D Convertible Preferred
Stock  was  exempt  under  Rule  4(2)  of  the  Securities  Act  of  1933.

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, 1999, the Company reported revenues of zero
and  a  net  loss  of  $671,217  compared  to revenues of zero and a net loss of
$787,813  for  the  year  ended  June  30,  1998.


                                       15
<PAGE>

     During  the  year  ended  June  30,  1999,  the  Company incurred operating
expenses  of $918,275, resulting in an operating loss of $918,275, compared with
operating expenses and loss of $757,813 and $757,813, respectively, for the year
ended June 30, 1998.  This represents an increase of over 20% in both instances.
Included within the operating expenses is $727,981 in other selling, general and
administrative  expenses, which includes for $646,000 in reserves for settlement
of  outstanding  claims.  Also  included  in  operating  expenses is $177,188 in
development  costs,  which  was  paid  to  a  related  party  for the design and
development  of  the  StarScreen  product.

     During  the  year  ended  June  30,  1999,  the Company had other income of
$247,058, primarily due to a $277,058 gain which represents a waiver of past due
salary  and  expenses  due  to  some  of  the officers of the Company, including
$140,000  to  the  current  President,  Greg  Gilbert.  The  gain  was offset by
interest  expense  of  $30,000.

As  a  result  of the above, the Company incurred a net loss of $671,217 for the
year  ended  June  30, 1999, as compared to $787,813 for the year ended June 30,
1998.

LIQUIDITY  AND  CAPITAL  RESOURCES

     For  the fiscal year ended June 30, 1999, cash used in operating activities
was  equal  to $772,383, as compared to $7,975 for the year ended June 30, 1998.
Of  this  amount  in  1999,  $967,669  was  accounts  payable and due to related
parties,  while  $866,503  was  accrued  expenses  and  other  liabilities.

     At June 30, 1999, 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  $56,500  representing  a  deposit held in connection with a joint
venture.  This  is  compared  to  total  assets  of  $56,500  at  June 30, 1998.

     At June 30, 1999, total liabilities were equal to $5,209,698 as compared to
$5,310,864  at  June 30, 1998.  The amount due to related parties decreased from
$719,719  at  June  30,1998  to  $20,108  at  June  30,  1999 as a result of the
settlement of disputes.  The amount due to officers and directors decreased from
$277,058  at June 30, 1998 to zero at June 30, 1999 as a result of the waiver of
past  due  salaries due from officers and directors, including $140,000 that was
due  to  Greg  Gilbert.  These  decreases  were offset by an increase in accrued
expenses,  including  interest from $1,822,926 at June 30, 1998 to $2,689,429 at
June  30,  1999  as a result of reserves for potential litigation claims arising
out  of  the  Company's  previous  suspension  of  operations  and suspension of
conversions  on  their  preferred  stock.

     As  a result of the above, total stockholders equity went from a deficit of
$5,254,364  at  June  30,  1998  to  a  deficit  of $5,153,198 at June 30, 1999.

     The  Company's  independent  certifified  public accountants' report on the
June  30,  1999  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).


                                       16
<PAGE>

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

     None.


                                       17
<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, 1999, 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:


     Name                     Age                  Positions
     ----                     ---                  ---------

     Greg  Gilbert            58       President  and  Chief  Executive  Officer

     Gabriel  Nassar          55       Secretary  and  Director

     E.G.  (Gene)  Abbadessa  57       Treasurer  and  Director


     GREG  GILBERT  has more than 35 years experience advising and participating
in  the  development of more than a dozen start-up public and private companies.
As a founder of US Homes, Inc., Mr. Gilbert was involved in a wide range of real
estate  investment  and  development stage companies prior to founding Gilbert &
Associates  in  1971.  Since  the  divestiture  of AT&T in 1984, Mr. Gilbert has
concentrated  his efforts primarily within the telecommunications industry.  Mr.
Gilbert  is  the  Founding  Chairman  and  President  of the California Payphone
Association,  Founding  Chairman  of  the Children's Wildlife Fund, and Founding
Director  of  the  Pacific  Rim  Investment  and Trade Association, in which Mr.
Gilbert  served  as  Chairman  of its Executive Committee between 1992 and 1996.

     GABRIEL  NASSAR has been involved in start-up business ventures for several
years.  He  is currently the Chairman of Western Global Telecommunications, Inc.
which  is  involved  in  international  telecommunications projects.  Mr. Nassar
served  on  the  Congressional Advisor Commission for Congressman Mervyn Dymally
for  twelve  years.  Mr.  Nassar  was  a  Founding  Director  of the Pacific Rim
Investment  &  Trade Association.  Mr. Nassar attended Michigan State University
where  he  studied  Business  Administration.


                                       18
<PAGE>

     E.G.  (GENE) ABBADESSA is a graduate of California State University at Long
Beach  in  Industrial  Technology.  Mr.  Abbadessa  brings more than 30 years of
Business  and  Technical experience to the Company.  Mr. Abbadessa has worked in
management  of  both  large  and  small  corporations  such  as  Xerox,  General
Automation  and  most  recently  for  12  years  as  Vice  President  of  Hughes
Electronics  Manufacturing  Service  Company.  Mr.  Abbadessa  is  a  licensed
California  General  Contractor  and  has owned his own construction company for
over  4  years. He has attended Pepperdine University School of Management where
he  studied  for  his  MBA  in  Business  Management.

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                    six


                                       19
<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, 1996,
1997,  and  1998.  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 employees
terminated,  except  for  the  President,  Greg  Gilbert, 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.  In
September 1999, the Company executed a  new  employment  contract  with  Greg
Gilbert,  President.


                           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    1999  $120,000    -0-        -0-           -0-          -0-          -0-          -0-
(President, CEO)
                1998  $120,000    -0-        -0-           -0-          -0-          -0-          -0-

                1997  $120,000    -0-        -0-           -0-          -0-          -0-          -0-

Gabriel Nassar  1999     -0-      -0-        -0-           -0-          -0-          -0-          -0-

A.B. (Gene)     1999     -0-      -0-        -0-           -0-          -0-          -0-          -0-
Abbadessa

James Valle (2) 1999   $82,500    -0-        -0-           -0-          -0-          -0-          -0-
CFO
                1998  $110,000    -0-        -0-           -0-          -0-          -0-          -0-

                1997  $110,000    -0-        -0-           -0-          -0-          -0-          -0-

Gerald Fritch(3)1999   $90,000    -0-        -0-           -0-          -0-          -0-          -0-
COO
                1998  $120,000    -0-        -0-           -0-          -0-          -0-          -0-

                1997  $120,000    -0-        -0-           -0-          -0-          -0-          -0-

Norman M. Shink 1999  $108,000    -0-        -0-           -0-          -0-          -0-          -0-
(4)
                1998  $144,000    -0-        -0-           -0-          -0-          -0-          -0-

                1997  $144,000    -0-        -0-           -0-          -0-          -0-          -0-

J. Michael      1999   $90,000    -0-        -0-           -0-          -0-          -0-          -0-
Sellards (5)
                1998  $120,000    -0-        -0-           -0-          -0-          -0-          -0-

                1997  $120,000    -0-        -0-           -0-          -0-          -0-          -0-

Christopher Reid 1999  $76,500    -0-        -0-           -0-          -0-          -0-          -0-
(6)
                1998  $102,000    -0-        -0-           -0-          -0-          -0-          -0-

                1997  $102,000    -0-        -0-           -0-          -0-          -0-          -0-

</TABLE>


                                       20
<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 ($)
                       Acquired On        Value             Options/SARs At FY-End    Exercisable/
Name                   Exercise (#)       Realized ($)      Exercisable/Unexercisable Unexercisable
----                   -----------       -------------     -------------------------- ----------------
<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.

     (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.  The
contract  was  terminated  effective  March  31,  1999.

     (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.  The  contract  was  terminated effective March 31,
1999.

     (4)     Pursuant  to  a  five  year  employment agreement, which expires on
February  28,  2001,  between  the  Company  and  Norman  M. Shink, Mr. Shink is
entitled  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 be entitled to
severance  pay  under  the  employment agreement of up to one half of his annual
base  salary.  The  contract  was  terminated  effective  March  31,  1999.


                                       21
<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 entitled
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 devoted 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.  The  contract  was  terminated  effective  March  31,  1999.

     (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.  The  contract  was  terminated  effective  March  31,  1999.

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.


                                       22
<PAGE>

ITEM  11  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

The  following  table  sets  forth, as of June30, 1999, 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.


<TABLE>
<CAPTION>

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

                                       Name and Address of               Amount and Nature of       Percent of
Title of Class                         Beneficial Owner                  Beneficial Ownership       Class
------------------------             --------------------------         ------------------------    ----------
Common Stock                         Greg Gilbert (2)                         8,884,118               44.5%

Common Stock                         Gabriel Nassar                             496,208                2.5%

Common Stock                         E.G. (Gene) Abbadessa                      496,208                2.5%

All Officers and Directors
as a  Group (3 Persons)                                                       9.876,534               49.5%
                                                                           ==============             ======
</TABLE>

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

     (2)     Includes  8,860,586 shares held by the Gilfam Trust as to which Mr.
Gilbert  claims  voting  and  investment  control.

     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.


                                       23
<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.

     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.

     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

                                       24
<PAGE>

               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
               10.8                  Consulting  Agreement  between the Company
                                     and Western  Global Telecommunications,
                                     Inc. dated May  26,  1999.
               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.


                                       25
<PAGE>

     (7)     Form  8-K,  dated  August 27, 1997 and filed with the Commission on
August  27,  1997,  reporting  the  engagement  of  Kelly & Company to audit the
Company's  financial statements.  Kelly & Company did not perform the audit.  In
October 1999, the Company re-engaged Strabala, Ramirez & Associates, Inc. as the
Company's  independent  auditors.  No  Form  8-K  was  filed  to  reflect  the
re-engagement  of  Strabala,  Ramirez  &  Associates,  Inc.



                                       26
<PAGE>

                          STARTRONIX INTERNATIONAL INC.
                            (A DELAWARE CORPORATION)

                          INDEPENDENT AUDITORS' REPORT
                            AND FINANCIAL STATEMENTS
                          AS OF AND FOR THE YEARS ENDED
                             JUNE 30, 1998 AND 1999


                                      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                                  6-12



                                      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, 1998 and 1999 and the
related  statements of operations, stockholders' equity (deficit) 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, 1998 and 1999 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>
                                                                    6/30/98        6/30/99
                                                               -------------  -------------
 ASSETS
 Deposit. . . . . . . . . . . . . . . . . . . . . . . . . . .  $     56,500   $     56,500
                                                               -------------  -------------
 Total Assets . . . . . . . . . . . . . . . . . . . . . . . .  $     56,500   $     56,500
                                                               =============  =============

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 Current liabilities:
   Accounts payable - trade . . . . . . . . . . . . . . . . .  $  2,091,161   $  2,091,161
   Due to related parties . . . . . . . . . . . . . . . . . .       719,719         29,108
   Due to officers and directors. . . . . . . . . . . . . . .       277,058              -
   Accrued expenses, including interest . . . . . . . . . . .     1,822,926      2,689,429
   Related party notes payable. . . . . . . . . . . . . . . .       400,000        400,000
                                                               -------------  -------------
     Total current liabilities. . . . . . . . . . . . . . . .     5,310,864      5,209,698

 Commitments and contingencies (See Note 9) . . . . . . . . .             -              -

 Stockholders' equity (deficit) :
   Preferred stock, $.01 par value, 10,000,000 authorized:
    Series "C" Convertible Preferred Stock,  $.01 par value,
      65,000 shares issued and outstanding at
      June 30, 1998 and June 30, 1999 . . . . . . . . . . . .           650            650
   Common stock, $.001 par value; 50,000,00 shares
    authorized; 47,216,393 and 19,949,580 shares issued and
    outstanding at June 30, 1998 and June 30, 1999. . . . . .        47,216         19,949
   Additional paid-in capital . . . . . . . . . . . . . . . .    23,504,319     24,303,969
   Accumulated deficit. . . . . . . . . . . . . . . . . . . .   (28,806,549)   (29,477,766)
                                                               -------------  -------------
     Total stockholders' equity (deficit) . . . . . . . . . .    (5,254,364)    (5,153,198)
                                                               -------------  -------------

 Total Liabilities and Stockholders' Equity (Deficit) . . . .  $     56,500   $     56,500
                                                               =============  =============
</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
                                                           ------------
                                                      6/30/98       6/30/99
                                                  ------------  ------------

 Sales . . . . . . . . . . . . . . . . . . . . .  $         -   $         -
                                                  ------------  ------------

 Operating expenses:
   Professional services and consulting. . . . .      118,927        13,106
   Development costs . . . . . . . . . . . . . .            -       177,188
   Other selling, general and administrative . .      638,886       727,981
                                                  ------------  ------------
     Total operating expenses. . . . . . . . . .      757,813       918,275

 Operating loss. . . . . . . . . . . . . . . . .     (757,813)     (918,275)
                                                  ------------  ------------

 Other (income) expense:
   Interest expense. . . . . . . . . . . . . . .       30,000        30,000
   Gain on settlement of amounts due to officers            -      (277,058)
                                                  ------------  ------------
    Total other (income) expense . . . . . . . .       30,000      (247,058)

 Net loss. . . . . . . . . . . . . . . . . . . .  $  (787,813)  $  (671,217)
                                                  ============  ============

 Net loss per share. . . . . . . . . . . . . . .  $     (0.02)  $     (0.02)
                                                  ============  ============
 Weighted average shares outstanding . . . . . .   45,280,458    42,207,896
                                                  ============  ============
</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

<TABLE>
<CAPTION>

<S>                                        <C>           <C>        <C>       <C>          <C>         <C>          <C>
                                                                CLASS "C"            CLASS "D"                ADDITIONAL
                                        COMMON STOCK            PREFERRED STOCK      PREFERRED STOCK          PAID-IN
                                        SHARES. . .  AMOUNT     SHARES     AMOUNT    SHARES          AMOUNT   CAPITAL

BALANCE AT JUNE 30, 1997. . . . . . .   38,517,298   $ 38,517    395,500   $ 3,955   $         -   $      -   $23,512,713
    Preferred "C" stock settlement. .    1,169,902      1,170          -         -             -          -        (1,170)
    Preferred "C" stock settlement. .    8,774,279      8,774   (330,500)   (3,305)            -          -        (5,469)
    Cancellation of shares. . . . . .   (3,000,000)    (3,000)         -         -             -          -             -
    Preferred "C" stock settlement. .    1,754,914      1,755          -         -             -          -        (1,755)
  Net loss. . . . . . . . . . . . . .            -          -          -         -             -          -             -
                                       ------------  ---------  ---------  --------  ------------  ---------  ------------
BALANCE AT JUNE 30, 1998. . . . . . .   47,216,393   $ 47,216     65,000   $   650             -   $      -   $23,504,319
    Cancellation of shares. . . . . .   (8,227,608)    (8,228)         -         -             -          -             -
    Convertible preferred stock
    for services ($.001 per . . . . .            -          -          -         -     9,000,001     90,000             -
    share, par value)

    Reverse split; 20:1 . . . . . . .  (37,039,207)   (37,039)         -         -             -          -        37,039
    Conversion of preferred stock . .   18,000,002     18,000          -         -    (9,000,001)   (90,000)       72,000
    Payment of company debt
    through officers personal shares.            -          -          -         -             -          -       690,611
  Net loss. . . . . . . . . . . . . .            -          -          -         -             -          -             -
                                       ------------  ---------  ---------  --------  ------------  ---------  ------------
BALANCE AT JUNE 30, 1999. . . . . . .   19,949,580   $ 19,949     65,000   $   650             -   $      -   $24,303,969
                                       ============  =========  =========  ========  ============  =========  ============


<S>                                    <C>                 <C>
                                       ACCUMULATED    TOTAL
                                       DEFICIT

BALANCE AT JUNE 30, 1997. . . . . . .  $(28,018,736)  $(4,463,551)
    Preferred "C" stock settlement. .             -             -
    Preferred "C" stock settlement. .             -             -
    Cancellation of shares. . . . . .             -        (3,000)
    Preferred "C" stock settlement. .             -             -
  Net loss. . . . . . . . . . . . . .      (787,813)     (787,813)
                                       -------------  ------------
BALANCE AT JUNE 30, 1998. . . . . . .  $(28,806,549)  $(5,254,364)
    Cancellation of shares. . . . . .             -        (8,228)
    Convertible preferred stock
    for services ($.001 per . . . . .             -        90,000
    share, par value)

    Reverse split; 20:1 . . . . . . .             -             -
    Conversion of preferred stock . .             -             -
    Payment of company debt
    through officers personal shares.             -       690,611
  Net loss. . . . . . . . . . . . . .      (671,217)     (671,217)
                                       -------------  ------------
BALANCE AT JUNE 30, 1999. . . . . . .  $(29,477,766)  $(5,153,198)
                                       =============  ============
</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>
                                                                                              6/30/98     6/30/99
                                                                                          ------------  ----------
Cash flows from operating activities:
  Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  (787,813)  $(671,217)
    Changes in assets and liabilities:
      Accounts payable and due to related parties. . . . . . . . . . . . . . . . . . . .            -    (967,669)
      Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . .            -     866,503
      Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      779,838           -
                                                                                          ------------  ----------
Cash used in operating activities. . . . . . . . . . . . . . . . . . . . . . . . . . . .       (7,975)   (772,383)
                                                                                          ------------  ----------

Cash used in investing activities. . . . . . . . . . . . . . . . . . . . . . . . . . . .            -           -
                                                                                          ------------  ----------

Cash flows from financing activities:
  Retirement of Preferred "C" Shares . . . . . . . . . . . . . . . . . . . . . . . . . .       (3,305)          -
  Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        8,699           -
  Retirement of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            -     (27,267)
  Receipt of Additional Paid-In-Capital. . . . . . . . . . . . . . . . . . . . . . . . .       (8,394)    799,650
                                                                                          ------------  ----------
Cash (used in) provided by financing activities. . . . . . . . . . . . . . . . . . . . .       (3,000)    772,383
                                                                                          ------------  ----------

  Net increase (decrease) in cash. . . . . . . . . . . . . . . . . . . . . . . . . . . .      (10,975)          -
  Cash, beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       10,975           -
                                                                                          ------------  ----------
  Cash, end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         -   $       -
                                                                                          ============  ==========

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

        The accompanying notes are an integral part of these statements.


                                      F-7
<PAGE>

                          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  utilizes 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.  The  Company is in the process of reviving
operations  and  expects  to  be  fully  operational  in  fiscal  2000.

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 on 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.


                                      F-9
<PAGE>

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.

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.


                                      F-10
<PAGE>

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.

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.

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.     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.


                                      F-11
<PAGE>

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
common  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.

5.     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.

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.

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.

6.     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.

CONVERSION  OF  PREFERRED  STOCK.  (See  note  7.)

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  did  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.


                                      F-12
<PAGE>

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.

7.     PREFERRED  STOCK
       ----------------

GENERAL.  The  Company  has  authorized  10,000,000  shares  of  $0.01 par value
preferred  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 an additional 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 market irregularities in the
trading  of the Company's common stock, which management believed was 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.

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 wherein the Company
honored  the holders' conversions.  In August 1999 and May 2000 a settlement was
reached with the final two shareholders who converted their Series "C" Preferred
Stock  into  1,250,000  and  2,000,000  shares  of  common  stock, respectively,
resulting  in  $620,000  in  additional  reserves.


                                      F-13
<PAGE>

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,
1998  and  1999,  accrued  dividends  on  preferred  stock  were  not  material.

8.     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.

9.     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  $310,000 was accrued for
potential losses as of June 1998 and 1999.  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  levels  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,  the Company had established approximately $680,000 in reserves
for  potential  losses  as  of  June  1998; during 1999, the Company's president
settled the amount outstanding with shares of his personal stock in the Company.


                                      F-14
<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.