SECURITIES  AND  EXCHANGE  COMMISSION
                                  WASHINGTON,  D.C.  20549


                                        FORM  10-QSB


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

                  FOR  THE  QUARTERLY  PERIOD  ENDED  MARCH  31,  1997


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

     For  the  transition  period  from  _______________  to  _______________.


                       COMMISSION  FILE  NUMBER  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
1034  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.
                                                               -----

     Indicate  the  number of shares outstanding of each of the issuer's classes
of  common  stock,  as  of  the  latest  practicable  date.


CLASS                                            OUTSTANDING AT MARCH 31, 1997
-----                                            -----------------------------

Common stock, $0.001 par value                           27,289,690



<PAGE>
                          STARTRONIX  INTERNATIONAL  INC

                                     INDEX


                                                              PAGE NO.
                                                              --------

PART  I     Financial  Information

     Condensed  consolidated  balance sheets
     at  March  31,  1997 (unaudited) and June
     30, 1996                                                       3

     Condensed  consolidated  statements  of  loss
     (unaudited) - three and nine month periods ended
     March 31, 1997 and 1996                                        4

     Condensed  consolidated  statements  of  cash
     flow  (unaudited)  -  nine month periods ended
     March 31, 1997 and 1996                                        5

     Notes to condensed consolidated financial statements           6

     Management's  discussion  and  analysis of financial
     conditions and results of operations                           8

PART  II     Other  Information

     Item 1     Legal Proceedings                                  10

     Item 2     Changes in Securities                              10

     Item 3     Defaults Upon Senior Securities                    10

     Item 4     Submission of Matters to a Vote of Security
                Holders                                            10

     Item 5     Other Information                                  11

     Item 6     Exhibits and Reports on Form 8-K                   11

<PAGE>
                          PART  I  -  FINANCIAL  INFORMATION
                  STARTRONIX  INTERNATIONAL  INC  AND  SUBSIDIARIES
                    CONDENSED  CONSOLIDATED  BALANCE  SHEETS

<TABLE>
<CAPTION>



<S>                                                              <C>              <C>

                                                                 March 31,1997    June 30, 1996*
                                                                 ---------------  ----------------
                                                                     (Unaudited)

ASSETS

Current Assets:

  Cash                                                           $       35,143   $         2,355
  Accounts Receivable, Net                                                    0             1,628
  Inventory                                                                   0            84,533
  Deposits, Purchase of Inventory                                             0           293,065
  Prepaid Expenses and Other                                                  0           197,149
                                                                 --------------    ---------------
    Total Current Assets                                                 35,143           578,730
                                                                 --------------     --------------
Property, Plant and Equipment, Net                                            0           376,052
                                                                  -------------     --------------
Other Assets:
  Prepaid production costs                                                    0           300,000
  Investments                                                                 0           900,000
  Other                                                                  56,500            12,855
  Subordinated Debentures Receivable                                  1,523,832         1,427,750
                                                                  -------------      --------------
    Total Other Assets                                                1,580,332         2,640,605
                                                                 --------------    ----------------
Total Assets                                                     $    1,615,475   $     3,595,387
                                                                 ==============   =================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Current Liabilities:

  Accounts Payable - trade                                       $    1,863,650   $       443,292
  Due to Related Parties                                                146,547                 0
  Due to Officers and Directors                                         277,058                 0
  Accrued expenses, Including Interest                                1,339,567         1,029,007
  Related Party Notes Payable                                           400,000           400,000
                                                                  -------------   ---------------
    Total Current Liabilities                                         4,026,822         1,872,299

Commitments and Contingencies
Stockholders' Equity (Deficit):
Preferred Stock, $.01 Par value, 10,000,000 authorized:
  Series "B" Convertible Preferred Stock, $.01 Par value
    90,000 shares issued and outstanding at June 30, 1996                     0               900

   Series "C" Convertible Preferred Stock, $.01 Par value
    15,000 and 395,500 shares issued and outstanding at
    June 30, 1996 and March 31, 1997                                      3,955               150

  Common Stock, $.001 Par value; 50,000,000 shares authorized;
    15,475,277 and 27,289,680 shares issued and outstanding at
     June 30, 1996 and March 31, 1997                                    27,289            15,475

  Additional Paid in Capital                                         23,512,713        15,553,068
  Unrealized Holding Gains (losses), net                                      0        (1,166,250)
  Accumulated Deficit                                               (25,955,304)      (12,680,255)
                                                                 ----------------     ------------
    Total Stockholders' Equity (deficit)                             (2,415,302)        1,723,088
                                                                  ---------------    --------------
Total Liabilities and Stockholders' Equity (Deficit)             $    1,611,520   $     3,595,387
                                                                 ================  ================
* Condensed from audited financial statements
</TABLE>

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

<PAGE>
                           STARTRONIX INTERNATIONAL INC AND SUBSIDIARIES
                              CONDENSED CONSOLIDATED STATEMENTS OF LOSS

<TABLE>
<CAPTION>
<S>                                           <C>                   <C>                  <C>            <C>
                                                      Three Months Ended                 Nine Months Ended
                                                           March 31,                           March 31,
                                                      --------------------               -------------------
                                                             1997                 1996           1997          1996
                                              --------------------  -------------------  -------------  ------------
                                                    (Unaudited)             (Unaudited)     (Unaudited)  (Unaudited)

Sales                                         $           502,233   $                0   $  1,846,772   $    68,396
Cost of Sales                                             260,715                    0        976,082        73,238
                                              --------------------  -------------------  -------------  ------------
  Gross Profits (Loss)                                    241,518                    0        870,690        (4,842)
                                              --------------------  -------------------  -------------  ------------

Operating Expenses:

  Professional Services and Consulting                    403,594                    0      1,103,986             0
  Financial Marketing Services                            100,000                    0      1,292,160             0
  Distributor Commission and Fees                         150,000                    0        668,992             0
  Start Up and Development Costs                          215,000                    0        586,404             0
  Advertising                                             250,000                    0        613,122             0
  Salary Expenses                                         809,262                    0      2,028,664             0
  Write Down of Impaired Assets                         4,579,761                    0      4,579,761             0
  Depreciation and Amortization                            64,425                    0        173,692             0
  Other Selling, General and Administrative               197,255            1,246,706        996,360     3,482,591
                                              ---------------------  ------------------    ----------   ------------
    Total Operating Expenses                            6,769,297            1,246,706     12,043,141     3,482,591
                                               --------------------  -------------------  -------------  ------------

Operating Loss                                         (6,527,779)          (1,246,706)   (11,172,451)   (3,487,433)
                                               --------------------  -------------------  -------------  ------------

Other (income) Expense:

  Interest Income                                         (31,560)             (73,954)       (96,653)     (223,148)
  Interest Expense                                          7,500               51,736         23,195       135,205
  Loss on Investments                                   2,066,250                    0      2,066,250             0
  Other Expense                                                 0                    0        109,806             0
                                                --------------------  ------------------   -----------  ------------
    Total Other (income) Expense                        2,042,190              (22,218)     2,102,598       (87,943)

Net Loss                                      $        (8,569,969)  $       (1,224,488)  $(13,275,049)  $(3,399,490)
                                              ====================   ==================  =============  ============
Net Loss Per Share                            $             (0.32)  $            (0.11)  $      (0.60)  $     (0.29)
                                              ====================   ==================  ============== ============
Weighted Average Shares Outstanding                    27,054,712           11,503,412     21,988,074    11,532,900
                                              ====================  ===================  =============  ============
</TABLE>

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


<PAGE>

                             STARTRONIX INTERNATIONAL INC AND SUBSIDIARIES
                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW


<TABLE>
<CAPTION>



<S>                                     <C>                  <C>

                                                Nine Months Ended
                                                    March 31,
                                               -------------------
                                                      1997          1996
                                        -------------------  ------------
                                               (Unaudited)     (Unaudited)

Cash used in operating activities       $       (5,367,664)  $(3,116,170)

Cash used in investing activities                 (959,287)   (2,140,130)

Cash provided by financing activities            6,359,739     5,199,249
                                        ------------------   ------------
  Net increase (decrease) in cash                   32,788       (57,051)
  Cash, beginning of period                          2,355         6,150
                                         -----------------    -----------
  Cash, end of period                   $           35,143   $   (50,901)
                                        ==================   ============

</TABLE>



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

<PAGE>
                          STARTRONIX INTERNATIONAL INC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.  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 ceased 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  by  fiscal  2000.

2.  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  ceased  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 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.  The  Company  recorded a loss in third quarter 1997, made up of
the  following  components:


                                                                9  Months  Ended
                                                                March  31,  1997
                                                                ----------------
                   Abandoned Property and Equipment                $   1,118,001

                   Write-off of Starter Kit and Other Inventory          943,774

                   Lost Deposit on StarScreen Inventory                1,607,570

                   Write-off of Prepaid Production Costs                 300,000

                   Write-off of Other Current Assets                     610,416
                                                                        -------
                   Loss on the Write Downs and Write-offs           $  4,579,791
                                                                 ===============

<PAGE>
     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.

3.  SALES
    -----

     The  Company's  sales  are  derived primarily from two categories: "Starter
Kits"  and  products.  The  primary  product  is  the StarScreen; other products
include  nutritional  and  body  products.  "Starter  Kits"  are  the  marketing
material  and  informational  package provided to individuals who have agreed to
become  distributors.  The StarScreen is a telephone and Internet access portal.
Gross  sales  for  the 9 months ended March 31, 1996 and 1997 are made up of the
following:


                                         9 Months Ended
                                           March 31,
                                 -----------------------------

                                    1996          1997
                                    ----          ----
     Starter Kit Sales          $       0     $ 1,304,850
     StarScreen Sales                   0         502,233
     Other                              0          39,689
                                    -----          ------
         Total Sales            $       0     $ 1,846,772
                                =========     ===========

<PAGE>
                     STARTRONIX  INTERNATIONAL  INC
     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
                        AND  RESULTS  OF  OPERATIONS

     The  following  is  management's  discussion  and  analysis  of  certain
significant  factors  which  have  affected the Company's financial position and
operating  results  during  the  periods  included in the accompanying condensed
consolidated  financial  statements.

THREE  MONTH  PERIOD  ENDING  MARCH  31,  1997  AND  1996

     Sales  for  the  three  month period ended March 31, 1997 were $502,233, as
compared  to  zero  for  the  three  month period ended March 31, 1996, when the
Company was still in its development stage.  These sales were generated from the
sale  of  the  Company's  primary  product.

     During  the  three  month period ended March 31, 1997, the Company incurred
operating  expenses of $6,769,297, resulting in an operating loss of $6,527,779,
compared  with  operating  expenses  and  loss  of  $1,246,706  and  $1,246,706,
respectively,  for  the  three  months ended March 31, 1996.  This represents an
increase of over 476% in both instances.  The operating expenses for the current
period include a write down of impaired assets in the amount of $4,579,761 which
reflects  a write off of all the Company's assets, and the forfeiture of deposit
with  the  StarScreen  supplier in the amount of $1,607,570 with the third party
who  was  manufacturing the StarScreen product, both of which occurred following
the  Company's  suspension  of  operations  on  March  31,  1997.

     For the three month period ended March 31, 1997, the Company incurred other
expenses  (income)  equal  to $2,042,190, which consisted primarily of a loss on
investments  related  to  the  write-off  of  the Company's investment in AmWest
Environmental  Group,  Inc.  equal  to  $2,066,250.  This  is  compared to other
expenses  (income)  of  ($22,218)  for  the  three  months ended March 31, 1996.

As  a result of the above, the Company incurred a net loss of $8,569,969 for the
three  month period ended March 31, 1997 as compared to $1,224,488 for the three
month  period  ended  March  31,  1996,  an  increase  of  almost  600%.

NINE  MONTH  PERIOD  ENDING  MARCH  31,  1997

     Sales  for  the  nine month period ended March 31, 1997 were $1,846,772, as
compared to $68,396 for the nine month period ended March 31, 1996, representing
a  27-fold  increase.  These  sales consist of $1,304,850 (70%) from the sale of
"starter  kits,"  and  $502,233  (27%)  from  the  sale  of  the  StarScreen.

     During  the  nine  month  period ended March 31, 1997, the Company incurred
operating  expenses  of  $12,043,141,  resulting  in  an  operating  loss  of
$11,172,451,  compared  with  operating  expenses  and  loss  of  $3,482,591 and
$3,487,433,  respectively,  for  the  three  months  ended March 31, 1996.  This
represents an increase of over 220% in both instances.  As with the three months
ended  March  31,  1997,  the operating expenses for the nine month period ended
March  31,  1997  include  a  write  down  of  impaired  assets in the amount of
$4,579,761  which  reflects  a  write  off  of all the Company's assets, and the
forfeiture of a deposit with the StarScreen supplier in the amount of $1,607,570
with the third party who was manufacturing the StarScreen product, both of which
occurred  as  a  result  of  the Company's suspension of operations on March 31,
1997.  Other  operating  expenses  include  professional  fees  and  consulting
($1,103,986),  financial  marketing  services  ($1,292,160),  salary  expense
($2,028,664)  and  other  selling, general and administrative ($996,360), all of
which  were  incurred  as  a  result  of  the  Company's  increased  efforts  to
manufacture  and  market  its  StarScreen  product.

     For  the nine month period ended March 31, 1997, the Company incurred other
expenses  (income)  equal  to $2,102,598, which consisted primarily of a loss on
investments  related  to  the  write-off  of  the Company's investment in AmWest
Environmental  Group,  Inc.  equal  to  $2,066,250.  This  is  compared to other
expenses  (income)  of  ($87,943)  for  the  nine  months  ended  June 30, 1996.

As a result of the above, the Company incurred a net loss of $13,275,049 for the
nine  month  period  ended March 31, 1997 as compared to $3,399,490 for the nine
month  period  ended  March  31,  1996,  an  increase  of  290%.

LIQUIDITY  AND  CAPITAL  RESOURCES  AT  MARCH  31,  1997

<PAGE>
     During  the  nine  months ended March 31, 1997, and as described more fully
above,  the  Company's  net  loss  from  operating  activities  was  equal  to
$11,173,451.  Of  this  net  loss from operating activities, $5,367,664 was cash
used  in  operating  activities.  The  Company  spent $959,287 on infrastructure
costs,  related  to  the purchase of computer and office equipment.  The Company
received  $6,359,739 from financing activities, primarily from the sale of their
Series  C  Convertible Preferred Stock.  As a result of the above, the Company's
cash position increased from $2,355 at the beginning of the period to $35,143 at
the  end  of  the  period.

     Cash at March 31, 1997 was $35,143, as compared to $2,355 at June 30, 1996,
an increase of nearly fifteen times.  As a result of the Company's suspension of
operations  on March 31, 1997, all accounts receivable, inventory, deposits, and
prepaid  expenses  were  zero at March 31, 1997, as compared to $1,628, $84,533,
$293,065,  and  $197,149,  respectively,  as of June 30, 1996.  In addition, all
property  plant  and  equipment  which  existed  as  of June 30, 1996, were also
written  down  to  zero.  The  Company wrote off the prepaid production costs of
$300,000  related  to  the informercial.  Additionally the Company wrote off the
$900,000 carrying value of the investment in Amwest Environmental. The Company's
primary  asset  at  March 31, 1997, was a subordinated debenture receivable from
N.A.  Degerstrom, Inc. in the amount of $1,523,832, which was later written down
to  zero  at  June  30,  1997.

     As a result of the above, total assets at March 31, 1997 were $1,615,475 as
compared  to  $3,595,387  at  June  30,  1996,  a  decrease  of  55%.

     Current  liabilities  increased  from  $1,872,299  at  June  30,  1996  to
$4,026,822  at March 31, 1997, an increase of 115%.  This increase was due to an
increase  in  accounts  payable  -  trade  from  $443,292  at  June  30, 1996 to
$1,863,650  at  March  31,  1997, an increase of 320% arising from the Company's
increased  manufacturing  and sales activities during the applicable period.  In
addition, accrued expenses, including interest and contingencies, increased from
$1,029,007 at June 30, 1997 to $1,339,567 at March 31, 1997, an increase of 30%,
which  includes  a  reserve  of  $400,000, established as reserves for potential
claims  arising  in  the  future  from  suspension  of  operations.

     As a result of the above, stockholders' equity decreased from $1,723,088 at
June  30,  1996  to  a  deficit  of  ($2,415,302)  at  March  31,  1997.

<PAGE>

                   PART  II  -  OTHER  INFORMATION

ITEM  1     LEGAL  PROCEEDINGS

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

     Subsequent  to  the  Company  suspending  the  conversion of the Series "C"
Preferred  Stock, a shareholder group filed a lawsuit against the Company in the
United  States  District  Court  in  New  York.  The  action seeks 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 shareholders'
original  investment  in  the  amount  of  $1,337,500.  Limited  discovery  had
commenced  as  of  the  date  of  this report.  Management intends to vigorously
defend  its  position,  however  the  ultimate outcome of any litigation on this
matter  cannot  be  determined  at  this  time.

     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.  Limited  discover  has  commenced,  the
ultimate  outcome  of any litigation on this matter cannot be determined at this
time;  however,  management  intends  to  vigorously  defend  its  position.

ITEM  2     CHANGES  IN  SECURITIES

     The Series "C" Preferred Stock authorized the issuance of 400,000 shares at
$10.00  per  share.  This  was  subsequently  increased  to 650,000 shares.  The
registered  holders of outstanding shares of Series "C" Preferred Stock are also
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.

     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  have  filed a lawsuit against the Company to
compel  the  conversion  of  certain  class "C" Preferred Stock to common stock.

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

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

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

ITEM  3     DEFAULTS  UNDER  SENIOR  SECURITIES

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

ITEM  4     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     Not  Applicable

<PAGE>

ITEM  5     OTHER  INFORMATION

     At  June  30,  1996, the Company had 90,000 warrants outstanding to various
entities  for  the purchase of 90,000 shares of the Company's common stock.  For
the  quarter  ended  March 31, 1997, no additional warrants were issued and none
were  exercised.

ITEM  6     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)         EXHIBITS

            Exhibit  27     Financial  Data  Schedule

(b)         REPORTS  ON  FORM  8-K

     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.

     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.




<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  authorized.


Dated:  August  2,  2000         STARTRONIX  INTERNATIONAL  INC

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


Dated:  August  2,  2000         /s/ Robert  Hart
                                 ______________________________
                                 By:  Robert  Hart
                                 Its:  Chief  Financial  Officer