U.S.  SECURITIES  AND  EXCHANGE  COMMISSION
                           WASHINGTON,  D.C.  20549


                                 FORM  10-K

                    ANNUAL REPORT UNDER SECTION 13 OR 15(D)
                  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

                  FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2000

                          COMMISSION FILE NO. 1-13830


                               TELESOFT  CORP.
        (Name  of  Registrant  as  specified  in  its  charter)
               ARIZONA                               86-0431009
     (State  of  Incorporation)          (IRS  Employer  Identification  No.)

     3443  NORTH  CENTRAL  AVENUE  #1800
     PHOENIX,  ARIZONA                                        85012
     (Address  of  principal  executive  offices)          (Zip  Code)

     REGISTRANT'S  TELEPHONE  NUMBER,  INCLUDING  AREA  CODE:  (602)  308-2100

     SECURITIES  REGISTERED  UNDER  SECTION  12(B)  OF  THE  EXCHANGE  ACT:

  Title  of  Class             Name  of  each  exchange  on  which  registered
  ----------------             -----------------------------------------------

  COMMON  STOCK,  NO  PAR  VALUE          PACIFIC  STOCK  EXCHANGE,  INC.


     SECURITIES  REGISTERED  UNDER  SECTION 12(G) OF THE EXCHANGE ACT :   NONE

Indicate  by  check mark whether the Registrant (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past
12 months (or for such shorter period that the Registrant was required to file
such  reports),  and  (2) has been subject to such filing requirements for the
past  90  days.
     YES            X      NO
          -----------

Indicate  by  check  mark  if  there  is  no disclosure of delinquent filer in
response  to  Item  405  of  Regulation  S-K  contained  in  this  form and no
disclosure  will  be  contained, to the best of the Registrant's knowledge, in
definitive  proxy  or information statements incorporated by reference in Part
III  of  this  Form  10-K  or  any  amendment  of  this  Form  10-K        X
                                                                       -----

   Registrant's revenues from continuing operations for its most recent fiscal
                            year were $24,613,309.

As  of  February 20 2001, the number of shares of Common Stock outstanding was
1,285,833  and  the  aggregate  market value of the Common Stock (based on the
closing  price  on  that  date)  held  by non-affiliates of the Registrant was
$1,032,493.

<PAGE>
                                  PART  I

ITEM  1.    BUSINESS.

GENERAL

     Telesoft  Corp.  (the  "Company"  or  "Telesoft")  provides  billing  and
customer  care  solutions  to  educational  institutions,  corporations  and
government agencies.  The Company offers the following integrated hardware and
proprietary  software  systems  and  services:  the  STS  Outsourcing Program,
Customized  Billing  Outsourcing  Services,  TelMaster  Telemanagement System,
Telesoft  Recovery  Services (TRS),  Distribution  Control  System  and  RATEX
Bookstore  Solution.

HISTORICAL  HIGHLIGHTS

     The  Company was incorporated in Arizona in May 1982.  From 1982 to 1986,
the Company focused primarily on its Distribution Control System product line.
In  1986,  the  Company  began  to shift its focus to developing and marketing
proprietary  software  and  integrated  systems  to  serve  the  long distance
telecommunications  and  data  management  and  call  processing  needs of the
university  and  college  market. In April 1996, the Company acquired Telesoft
Acquisition  Corp  II,  d.b.a.  GoodNet ("GoodNet"), an Arizona-based internet
service  provider,  to  deploy  a  nationwide  ATM  network to sell high-speed
connectivity  to  high-bandwidth  users.    In  January 1998, the Company sold
GoodNet  to  Winstar  Communications,  Inc.  ("Winstar").    See "Management's
Discussion  and  Analysis  of  Financial Condition and Results of Operations -
Discontinued Operations".  The Company's executive offices are located at 3443
North  Central  Avenue,  Suite 1800, Phoenix, Arizona 85012, and its telephone
number  is  (602)  308-2100.    The  Company's  website  is  located  at
www.telesoft.com.

 PRODUCTS  AND  SERVICES

The  Company's  products  and  services  are  broken  down  as  follows:

(1)  STS  Outsourcing  Program
(2)  Customized  Billing  Outsourcing  Services  ("CBS")
(3)  System  Sales  and  Maintenance
     (a)  TelMaster  Telemanagement  System  ("TMS")
     (b)  RATEX  Bookstore  Solution
     (c)  Distribution  Control  System  ("DCS")
     (d)  Software  and  Hardware  Recurring  Maintenance  Revenue
(4)  Telesoft  Recovery  Services  ("TRS")

<PAGE>

             STUDENT TELEPHONE SERVICES (STS) OUTSOURCING PROGRAM

     The  Company provides an outsourcing program to universities and colleges
to  establish  long  distance  resale  programs  to  residence  hall students,
off-campus  students,  administrative  staff  and faculty. Through its Student
Telephone  Services  Outsourcing Program ("STS Program"), the Company offers a
complete  billing  solution  which  includes  the  following  services:    (1)
production  and  distribution  of  marketing  literature  for the program, (2)
on-site  solicitation  and  registration  of  program  participants,  (3)
installation  of  hardware  and  billing software, (4) collection, costing and
processing  of  long-distance billing data, (5) production and distribution of
individual  bills,  (6)  on-site  or  remote  customer  service  center,  (7)
management of accounts receivable and collections, (8) clearing-house services
for  the  various  suppliers  involved  with  the  program,  and (9) financial
reporting  services  to  the  university  or college on the performance of the
program.

     Telesoft  markets  these  programs through alliances developed with RBOCs
and interexchange carriers such as Verizon Communications, MCI WorldCom, Qwest
and  AT&T.

     Telesoft  administers  and operates its STS Program on a turnkey basis on
68 university and college campuses of various sizes including Rutgers College,
the  University  of  Southern  California,  the  University  of  Delaware  and
Georgetown  University.

     Telesoft  also  has  sold  the  system, software and services required to
administer  the  STS  Program  to  approximately  75 campuses of various sizes
nationwide, including Yale University, State University of New York at Oswego,
Case  Western  Reserve  University,  the  University  of  Oklahoma,  Auburn
University,  and  Fairfield  University.      Once  a sale is consummated, the
Company  maintains  and  services  the  hardware  and software under renewable
one-year  maintenance  contracts.

                    CUSTOMIZED BILLING OUTSOURCING SERVICES

     The  Company  provides  customized  billing  outsourcing  applications to
Fortune  1000  companies  and  governmental agencies in conjunction with large
interexchange  carriers  and  RBOCs.    The  Company  also provides customized
billing  services  for  Verizon  Data  Solutions,  Adelphia,  and McGraw Hill.



<PAGE>

                         SYSTEM SALES AND MAINTENANCE


     The  Company  offers  the  following  integrated hardware and proprietary
software  systems  and  services:  the  Telecommunications  Management System,
TelMaster,  the RATEX Bookstore Solution, and the Distribution Control System.

     Telecommunications  Management  System  and  TelMaster.    The
Telecommunications  Management  System  ("TMS")  is  a  proprietary text-based
software  solution used by universities, Fortune 1000 companies and the health
care  and governmental agency markets to manage telephony data for billing and
ad-hoc  reporting  purposes.  TMS is comprised of a series of software modules
and is typically sold in a package including hardware, software, installation,
training  and  on-going  hardware  and  software  maintenance.

     TelMaster is Telesoft's third generation telemanagement system.  Based on
client  server  technology, this product was released in the fourth quarter of
1996.   During 2000, TelMaster implementations were initiated for the State of
Idaho,  Texas  Tech  University,  Citizens  Bank  of Rhode Island, Ameritrade,
several  California  State  Universities  and  others.

     TelMaster  Web  is  Telesoft's  fourth  generation telemanagement system,
which  was  released  and  implemented  at  a  customer  site  in  March 2000.
TelMaster  Web is an integrated suite of products, including secured web based
budget  center  reporting,  enterprise  directory  and administration, trouble
ticketing,  change  management,  and  a  powerful  ad-hoc  reporting  tool and
scheduler.    The  products  billed  encompass  all forms of telecommunication
expenditures,  including  long  distance,  cellular,  pagers  and local calls.

     In  addition to its extensive higher education customer base, the Company
currently  services  customers  such  as  Compaq,  Genuity, Pennsylvania State
Geisinger  Health  Systems, American General Life, BC Rail, Citizens Bank, DST
Systems,  Herman Miller, Utilicorp, Conseco, Mercy Medical, and Placer County.
Telesoft  also  provides  telecommunications  data  management  services  and
software  for  Bell  of  Pennsylvania  and  Pacific  Bell  Corp.

     During  fiscal  1999,  the  Company began developing a custom convergence
billing,  reporting  and support system for Pacific Bell and MCI customer care
services  for  the State of California's CALNET contract. The production phase
of this contract is estimated to start in the first quarter of 2002.  The full
term  of  this  contract  is  seven  years.    Revenue under this contract was
$1,295,439  for  fiscal  2000.   The Company expects fiscal 2001 revenue to be
consistent  with  fiscal  2000.

     RATEX  Bookstore Solution.  In March 1995, the Company acquired the RATEX
line of software and related assets.  RATEX is a software program designed for
university  bookstores  to track merchandise through the ordering cycle to the
point  of  sale.    The  RATEX  product  line  includes  software  modules for
merchandise  and  inventory  management,  buyer  information,  financial  and
accounting,  point  of  sale  and  scanning  for  management  acceptance  of
credit/debit cards, mail order and general merchandise management application.
RATEX  systems  have  been installed in over 70 universities in North America,
including  Ohio  State  University  and  Stanford  University.      In  2000,
installations of RATEX systems were initiated at Cornell Business Services and
Portland  State  University, among others.  In December 2000, the Company sold
its  RATEX  division  to the Retail Alliance, a consortium of large university
bookstores.    RATEX  was  not  fundamental  to  the  Company's  business  and
demonstrated  significantly  lower  results  year  over  year.

     Distribution  Control  System.  The  Company  has offered the DCS product
since  1982.    DCS  is  an  automated  control  solution  for  the  wholesale
distribution  industry.    The Company includes extensive on-site training and
maintenance  services  as  part  of  its  DCS  package.   The fully integrated
software  package  has a modular design, which includes applications for sales
order  processing,  inventory control, accounts receivable and sales analysis.
DCS  runs  on  the IBM RS6000 server family. DCSWEB is a newly introduced Java
based  business  to  business  software  module.    This  fully integrated web
offering  provides  electronic  catalog  publishing  with  real time inventory
control  and  a  flexible  pricing  shopping-cart  system.

                          TELESOFT RECOVERY SERVICES

     During  the  second  quarter  of  fiscal  1999,  the  Company  hired  two
executives  to  run  the Company's Recovery Services division headquartered in
New  Jersey.   These individuals have 21 years of combined industry experience
in  two  leading  companies.    The  Recovery  Services division assists large
organizations  in  analyzing,  recovering,  and  optimizing  their
telecommunications  expenditures.  Initial marketing efforts for this division
have  focused  on  the  East  Coast.

COMPETITION

     The  telecommunications  industry  is  highly  competitive and subject to
rapid  technological change.  Failure to keep pace with technological advances
could  adversely  affect  the  Company's  competitive  position  and  future
prospects.    In  order  to maintain or improve its position, the Company must
continue to enhance its current products and develop new products and services
in  a  timely  fashion.

     In connection with its STS Program, the Company competes with AT&T, which
provides  long  distance  telephone  service on a resale basis and offers long
distance billing services to universities.  The Company also competes with MCI
WorldCom,  Sprint and other long distance providers which market long distance
services to the public and directly to college campuses.  The STS product also
competes  with  calling  cards,  prepaid  cards and cellular/wireless service.

     In  connection  with  its  telemanagement  system  division,  the Company
competes  with  Telco  Research  Corporation,  IntegraTRAK  Inc.,  Stonehouse
Technologies,  Inc.  and  ISI  Infortext,  all of which provide telemanagement
systems  and  services  to the university, health care, government and general
business  markets.

     In  connection  with its recovery services, the Company competes with TSL
Services,  Inc.  and  Teldata  Control  Inc,  both  of  which provide recovery
services  to  the  Fortune  1000  market.

     The  Company  believes  that the factors for its success include quality,
technical capability, reliability, price and promptness of performance.  While
the  Company  has competed successfully against the foregoing companies, most,
if  not  all,  of the Company's existing and potential competitors have longer
operating  histories  and  significantly  greater financial, technical, sales,
marketing  and  human and other resources than the Company.  Most, if not all,
of  these  companies have greater name recognition and a larger installed base
than  the  Company.  The Company's competitors could, in the future, introduce
products  and  services with more features and lower prices than the Company's
product  and  service  offerings.  These companies also could fund existing or
new  products and services with other products or services to compete with the
Company.  While the Company has operated successfully against such competition
in  the  past,  there can be no assurance that it will be able to do so in the
future.


MAJOR  CUSTOMERS  AND  SUPPLIERS

     MCI  WorldCom  Inc.  provides  a  significant  portion  of  the Company's
long-distance  telecommunications  service.  Although the Company is dependent
upon  this  supplier,  management believes comparable suppliers are available.

     During  the  fiscal  years  ended  November  30, 2000, 1999 and 1998, the
Company  did not have any customers that accounted for greater than 10% of its
revenues.

SALES  AND  MARKETING

     The Company's sales staff consists of nine people who are responsible for
all of the Company's marketing and sales efforts.  Sales personnel are paid on
both  a  salary  and  commission basis.  The Company's executive officers also
devote  a  substantial  amount  of  their  time  to developing and maintaining
personal  relationships  with the Company's customers and with prospective new
customers.

RESEARCH  AND  DEVELOPMENT

     The  Company  conducts  an  active  and  ongoing research and development
program  that  focuses  on  developing new and improved software products, and
particularly  those  that  are  compatible  with or enhance existing programs.
Research  and  development costs for the fiscal years ended November 30, 2000,
1999  and  1998 were $1,168,000, $1,424,000 and $622,000, respectively.  These
costs  have  been expensed during their respective fiscal years.  Research and
development  costs  have  a current annual run-rate of approximately $566,000.

REGULATION

     The  Company's  business  is  subject  to  various  federal  and  state
regulations.    Commencement of new services frequently requires licenses from
public  utilities  commissions.  There is no assurance that the Company or its
customers,  if  required,  will  be  successful  in  their  efforts  to obtain
necessary licenses or regulatory approvals.  The Company's inability to secure
any  necessary  licenses  or approvals could have a material adverse effect on
its  business.  In addition to specific regulations, the Company is subject to
all  federal,  state  and  local rules and regulations imposed upon businesses
generally.    The cost of regulatory compliance is an additional cost of doing
business for the Company.  The Company cannot predict the impact, if any, that
future  regulation  or  regulatory  changes  may  have  on  its  business.

WARRANTIES

     The  Company  offers  a  90-day  warranty on hardware and software and an
extended  warranty  program  in  connection  with  the  Company's  service and
maintenance  programs.  The Company has not had any material claims made under
its  warranty  program.

PATENTS,  TRADEMARKS,  LICENSES  AND  COPYRIGHTS

     The  Company  regards its software as proprietary and attempts to protect
it  with  copyrights,  trademarks, and though the use of trade secret laws and
restrictions  on disclosure, copying and transferring title.  The Company also
attempts  to  preserve  its  proprietary  rights by contractual non-disclosure
safeguards  and  restrictions  on  transferability  in  its  software  license
agreements.    Additionally, the Company does not provide the source codes for
its  products  to  its customers.  The Company's products are not patented and
are  not  the subject of any current patent application, nor is it anticipated
that  any  of  its  products will be patented.  Existing copyright laws afford
only  limited  practical  protection  for  its software.  Accordingly, despite
precautions  taken  by  the Company, it may be possible for unauthorized third
parties  to  copy certain portions of the Company's products and to obtain and
use  information  that  the  Company  regards  as  proprietary.

     Key officers and employees have assigned to the Company certain technical
and other information and patent rights, if any, acquired by them during their
employment  by  the Company and after termination of their employment with the
Company,  if  such  information or rights arose out of information obtained by
them  during  their  employment.  They also have agreed not to use or disclose
any  such information for a period of two years following termination of their
employment.

     In  spite  of  these  precautions,  it may be possible for competitors or
users to copy aspects of the Company's products or to obtain information which
the  Company regards as trade secrets.  However, the Company believes that due
to  the  rapid  pace  of  innovation  within  its  industry,  factors  such as
technological  and  creative  skills  of  its  personnel are more important to
establishing  and  maintaining  a  technology  leadership  position within the
industry  than  are  the  various  legal  protections  of its technology.  The
Company  believes  that  its  products  and  technology do not infringe on any
proprietary  rights  of  others, although there can be no assurance that third
parties  will  not  assert  infringement  claims  in  the  future.

     The  Company has not obtained trademark or trade name registration on the
use  of  the  names  "TelMaster,"  "TRS,"  "Student  Telephone Services," "STS
Service  Bureau,"  "SunDial  Program,"  "RATEX",  "DCS"  or  "Sunbelt Business
Computers."    The  Company is in the process of investigating the feasibility
and  protection  that  might be afforded by registration of these names, or as
trademarks  or  trade  names  on  a  national,  regional  or  local  basis.

SEASONALITY

     The  Company  generally completes the sale of the majority of STS Program
system  installations  in  the  university  market during the spring and early
summer  months.    The  implementation  and  installation of these systems and
services typically occurs during the summer months.  Revenues derived from STS
Programs  begin  in  the  fall and weaken during winter holiday and the summer
months  when  students  are  on vacation.  As a result, the Company's revenues
have  consistently  been  highest  during  the  second  and  fourth  quarters.

BACKLOG

     Backlog  is  not  material  to  the Company's business since it ships and
installs  its software and systems promptly upon receipt of customers' orders.
While  the  Company  does  tend  to experience higher installation activity on
university  campuses  during  the  summer  months, it has not historically had
problems  installing  its  products  and  performing  its services in a timely
fashion.

EMPLOYEES

     As of February 20, 2001, the Company had 140 full-time employees, five of
which  are in executive positions, nine are engaged in sales and marketing, 35
are  in  software  development and support, 38 are in customer service and the
balance  are  in  various administrative and support positions.  The Company's
employees  are  not covered by a collective bargaining agreement.  The Company
considers  its  employee  relations  to  be  satisfactory.

ITEM  2.    PROPERTIES.

     In  January  1998,  the Company signed a ten-year lease for approximately
30,000  square  feet  of  office  space  in  Phoenix,  Arizona.  The Company's
obligation under the terms of this lease agreement was approximately $421,000,
$392,000  and  $346,000 for the fiscal years ended November 30, 2000, 1999 and
1998,  respectively.

     The  Company leases 2,200 square feet of office space in Fort Washington,
Pennsylvania, which houses its RATEX operations.  This lease agreement expires
in  May 2001.  This obligation was relieved upon the sale of RATEX in December
2000.  The  Company's  obligations  under  the  terms  of  this  lease  were
approximately $49,000, $47,000 and $43,000 for the fiscal years ended November
30,  2000,  1999  and  1998,  respectively.

     The  Company  leases  approximately  2,100 square feet of office space in
Cranford,  New Jersey, which houses its Telesoft Recovery Services operations.
This  lease  agreement  expires in July 2001.  The Company's obligations under
the terms of this lease were approximately $44,000 and $15,000 for fiscal 2000
and  1999, respectively.  There were no obligations under this lease agreement
during  fiscal  1998.

     The Company previously leased 2,000 square feet of office space in Tempe,
Arizona,  which  was used for GoodNet headquarters prior to its acquisition by
the  Company  in April 1996.  This lease agreement expired in April 2000.  The
Company  subleased  this space under terms similar to the Company's obligation
for  this  lease,  which was $15,000, $37,000 and $33,300 for the fiscal years
ended  November  30,  2000,  1999  and  1998,  respectively.

ITEM  3.    LEGAL  PROCEEDINGS.

     The  Company  is  not  involved as a party to any legal proceedings other
than various claims and lawsuits arising in the normal course of its business,
none of which, in the opinion of the Company's management, are individually or
collectively  material  to  the  Company's  business.

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

     No  matter  was submitted to security holders through the solicitation of
proxies  or  otherwise during the fourth quarter of the fiscal year covered by
this  report.

<PAGE>

                              PART  II

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

     The  following  table  sets  forth,  for  the  fiscal  periods  shown,
representative  high  and  low  bid  prices  of  the Company's Common Stock as
reported  by  the  Nasdaq  SmallCap Market.  The prices represent inter-dealer
quotations,  which  do  not include retail mark-ups, mark-downs or commissions
and  may  not  necessarily  represent  actual  transactions.

<TABLE>
<CAPTION>

YEAR ENDED NOVEMBER 30, 2000    HIGH      LOW
----------------------------  --------  -------
<S>                           <C>       <C>
 First Quarter . . . . . . .  $      7  $ 3 3/4
 Second Quarter. . . . . . .     6 3/4        2
 Third Quarter . . . . . . .     2 5/8   1 5/16
 Fourth Quarter. . . . . . .   1 23/32      3/4

<CAPTION>

YEAR ENDED NOVEMBER 30, 1999    HIGH      LOW
----------------------------  --------  -------
<S>                           <C>       <C>
 First Quarter . . . . . . .  $      6  $ 4 7/8
 Second Quarter. . . . . . .         5   4 3/16
 Third Quarter . . . . . . .         4    4 3/8
 Fourth Quarter. . . . . . .   4 11/16   4 1/16

</TABLE>



     As  of  February 20, 2001, there were 426 holders of record of the Common
Stock  of the Company. Although the Company has no limitations or restrictions
on  declaring dividends, the Company has not declared or paid dividends on its
Common  Stock  and does not expect to declare or pay dividends in fiscal 2001.

RECENT  SALES  OF  UNREGISTERED  SHARES
<TABLE>
<CAPTION>
     During  the  year  ended  November  30,  2000,  the  Company  made  the
following sales of unregistered securities:

<S>       <C>                <C>     <C>                        <C>               <C>
                                     Consideration Received                   If Option
                                     and Description of                       Warrant or
                                     Underwriting or Other      Exemption     Convertible
                                     Discounts to Market        From          Security, Terms
Date of                      Number  Price Afforded to          Registration  of Exercise or
Sale      Title of Security  Sold    Purchasers                 Claimed       Conversion
--------  -----------------  ------  -------------------------  ------------  ----------------
5/2/00    Options to         59,157  options granted - no       4(2)          25% become
          purchase shares            consideration received by                exercisable on
          of common stock            Company until exercise                   each of 5/2/01,
                                                                              5/2/02, 5/2/03
                                                                              and 5/2/04 at an
                                                                              exercise price of
                                                                              $ 3.40 per share.
                                                                              Expire on 5/1/05
</TABLE>


<PAGE>
ITEM  6.    SELECTED  FINANCIAL  DATA.

     The  following  selected  financial  data  are derived from the Financial
Statements  of  the  Company  which have been audited by Semple & Cooper, LLP,
independent certified public accountants, for the year ended November 30, 2000
and  by  BDO  Seidman,  LLP, independent certified public accountants, for the
years  ended  November  30, 1999, 1998 and 1997 and Coopers & Lybrand, L.L.P.,
independent  certified  public accountants, for the fiscal year ended November
30,  1996.    Such  selected financial data should be read in conjunction with
"Management's  Discussion  and  Analysis of Financial Condition and Results of
Operations" and the Company's financial statements and related notes set forth
in  Item  8  herein.

<TABLE>
<CAPTION>


                                    For the years ended November 30,
<S>                                <C>                                 <C>            <C>            <C>            <C>
                                                                2000           1999           1998           1997           1996
                                   ----------------------------------  -------------  -------------  -------------  -------------
STATEMENT OF OPERATIONS DATA (1):
   Net sales. . . . . . . . . . .  $                      24,613,309   $ 29,377,592   $ 28,250,373   $ 22,593,450     20,742,993
   Cost of sales. . . . . . . . .                        (12,826,565)   (16,780,838)   (18,033,402)   (14,330,388)   (12,821,582)
                                   ----------------------------------  -------------  -------------  -------------  -------------
   Gross profit . . . . . . . . .                         11,786,744     12,596,754     10,216,971      8,263,062      7,921,411
   Income (loss) from operations.                           (629,250)     1,261,686      1,544,157        561,191      1,297,762
   Other income . . . . . . . . .                            538,529        567,157        332,012        163,094        305,773
   Income (loss) from continuing.                            (50,121)     1,249,043      1,089,578        402,985        989,335
       operations
   Diluted earnings per share-. .  $                           (0.02)  $       0.33   $       0.28   $       0.11   $       0.26
       continuing operations
   Weighted average number of . .                          2,123,879      3,832,067      3,888,033      3,802,874      3,817,130
       shares outstanding-diluted
<CAPTION>
                               As of November 30,
<S>                            <C>                  <C>          <C>          <C>          <C>
                                              2000         1999         1998         1997         1996
                               -------------------  -----------  -----------  -----------  -----------
BALANCE SHEET DATA:
   Cash and investments . . .  $            41,434  $14,425,071  $17,677,008  $ 3,821,784  $ 3,722,355
   Working capital. . . . . .              710,284   18,452,329   16,970,488    4,080,013    3,248,604
   Total assets . . . . . . .           10,222,057   26,862,937   27,620,329   17,640,850   14,652,936
   Short-term debt. . . . . .            1,375,000            -            -       90,523        6,840
   Long-term debt . . . . . .                    -            -            -      371,551            -
   Total stockholders' equity            2,191,695   19,990,765   18,395,164    8,906,507    9,887,951
<FN>

(1)          Figures  reflect  results  from  continuing  operations.
</TABLE>




<PAGE>
ITEM 7.     MANAGEMENT'S  DISCUSSION  AND  ANALY-SIS  OF  FINANCIAL  CONDITION
AND  RESULTS    OF    OPERATIONS.

FORWARD  LOOKING  INFORMATION

     This  report  contains  forward-looking  statements within the meaning of
section  27A  of  the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  Such statements involve certain risks and uncertainties
that  could  cause  actual  results  to  differ  materially  from those in the
forward-looking statements including uncertainties regarding the effectiveness
of  initiatives  to sell, introduce and implement the TelMaster product and to
maintain  our Student Telephone Services customer base.  Certain factors which
may  cause  such  a difference include, but are not limited to, the following:
the  impact  of  increased  competition  from  competitors  with  significant
financial  resources  and  market  share; and the amount and rate of growth in
general  and  administrative  expenses associated with building a strengthened
corporate  infrastructure  to  support  operations.

BACKGROUND

     The Company began as a value-added reseller in the wholesale distribution
of  accounting  software  (Distribution  Control  System) in 1982.  During the
fiscal  year ended November 30, 2000, the Company derived approximately 65% of
its revenues from continuing operations from its STS Outsourcing Program.  The
balance  of  revenues  were  derived  from hardware, software, maintenance and
other  services  in  the  university, Fortune 1000, governmental and wholesale
distribution  markets.

     The  Company  has  adapted  to  fast-paced market changes by shifting its
resources  from  providing  generic or general system hardware and software to
providing  a  full  range of services in its specialty niches.  The Company is
continuously  developing  new products and services to maintain and expand its
market  share.

<PAGE>
<TABLE>
<CAPTION>

RESULTS  OF  OPERATIONS  BY  PRODUCT  LINE  FOR  THE  FISCAL  YEARS  ENDED  NOVEMBER  30,  2000  AND  1999
(in  thousands  except  per  share  items)

                            Year  ended  November  30,  2000          Year  ended  November  30,  1999
                            --------------------------------          --------------------------------

<S>                   <C>       <C>       <C>       <C>     <C>       <C>      <C>     <C>     <C>         <C>     <C>
                                System                                         System          Network
                      STS       Sales     CBS       TRS     Total     STS      Sales   CBS     Services    TRS     Total
                      --------  --------  --------  ------  --------  -------  ------  ------  ----------  ------  -------
Sales, net . . . . .  $15,991   $ 6,302   $    960  $1,360  $24,613   $19,816  $7,857  $1,404  $     165   $ 136   $29,378
Cost of sales. . . .   11,440     1,332         54       -   12,826    14,766   1,980      35          -       -    16,781
                      --------  --------  --------  ------  --------  -------  ------  ------  ----------  ------  -------
Gross profit . . . .    4,551     4,970        906   1,360   11,787     5,050   5,877   1,369        165     136    12,597
                      --------  --------  --------  ------  --------  -------  ------  ------  ----------  ------  -------
General & administrative
   expenses:
General. . . . . . .    3,486     6,048        722   1,027   11,283     3,563   4,901   1,046        285     453    10,248
Depreciation . . . .      161       132         19       3      315       160     137      21          -       -       318
Bad debt . . . . . .      230        12          -       -      242       215       7      53          -       -       275
Corporate
  allocations:
General. . . . . . .      151        87         27       6      271       195      52      17          1       1       266
Depreciation . . . .      136       136         33       -      305       101      99      23          5       -       228
                      --------  --------  --------  ------  --------  -------  ------  ------  ----------  ------  -------
                        4,164     6,415        801   1,036   12,416     4,234   5,196   1,160        291     454    11,335
                      --------  --------  --------  ------  --------  -------  ------  ------  ----------  ------  -------

Operating income . .      387    (1,445)       105     324     (629)      816     681     209       (126)   (318)    1,262
    (loss)

Other income . . . .                                            538                                                    567
                                                            --------                                               -------

Pretax income. . . .                                            (91)                                                 1,829

Income tax provision                                             41                                                   (580)
                                                            --------                                               -------

Income (loss) from
 continuing operations                                      $   (50)                                               $ 1,249
                                                            ========                                               =======

Diluted earnings
(loss) per share-
 continuing operations                                      $ (0.02)                                               $  0.33
                                                            ========                                               =======
</TABLE>


RESULTS  OF OPERATIONS FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2000 COMPARED TO
THE  FISCAL  YEAR  ENDED  NOVEMBER  30,  1999

     Revenues  decreased to $24,613,309 for the fiscal year ended November 30,
2000,  compared  to  $29,377,592  for the fiscal year ended November 30, 1999.
The  Company's  revenue  is  derived  from  four  principal  product lines and
services:  STS  Outsourcing  Programs  (STS),  System  Sales  and Maintenance,
Customized  Billing  Outsourcing  Services,  and TRS.  Network Services, which
began  operations  in  December  1998,  was discontinued in August 1999 due to
unsatisfactory  performance.

       STS  Program  revenues  were  $15,990,614  for  the  fiscal  year ended
November  30,  2000 compared to $19,815,617 for the fiscal year ended November
30,  1999,  a  19.3% decrease.  This decrease was primarily a result of market
pressure from competing means of communication including pre-paid cards, other
calling  cards,  wireless  services and the Internet.  During fiscal 2000, the
Company  adjusted  to  these market pressures by lowering its retail rates and
renegotiating its wholesale rates with its suppliers.  The impact of these new
rates  began  during  the  fourth  fiscal  quarter (September-November), which
represents the first three months of the 2000-2001 academic year. Revenues for
the  fourth quarter of fiscal 2000 were 23.2% lower than the fourth quarter of
fiscal  1999.  Historically,  the  calling  patterns  during September through
November  are  indicative  of calling patterns for the balance of the academic
year.   Based  on this decline in revenue, the Company has attempted to reduce
selling,  general  and administrative expenses, including a reduction in staff
to  adjust  to  the  reduction  in  subscribers,  traffic,  and  revenues.

     Revenues from System Sales and Maintenance were $6,302,107 for the fiscal
year  ended November 30, 2000 compared to $7,856,532 for the fiscal year ended
November  30,  1999,  a  decrease  of  19.8%.  TelMaster sales and maintenance
related  revenues  increased  by $241,695, or 6.7%, to $3,894,616 for the year
ended November 30, 2000 compared to $3,652,921 for the year ended November 30,
1999.   The increase in TelMaster revenues from fiscal 1999 to fiscal 2000 was
related  to  a $430,000 increase in revenues from the ongoing development of a
custom  convergence billing, reporting and support system for Pacific Bell and
MCI  customer care services for the State of California's CALNET contract, and
offset  by  a  $190,000  decrease  in  other  TelMaster  system  sales.

     The  DCS  product revenues declined 19.9%, or $277,111, to $1,116,506 and
RATEX product revenues declined 54.1% or $1,519,009 to $1,290,985 for the year
ended  November  30,  2000  compared to the year ended November 30, 1999.  The
decline  in  revenues in these segments was the result of a decrease in demand
for  these  text-based  software  products.    In  December  2000, the Company
completed  the  sale  of  the  RATEX  division.

     For  the  fiscal  years  ended  November 30, 2000 and 1999, revenues from
Customized  Billing  Outsourcing  Services  were  $960,124  and  $1,404,230,
respectively.

     TRS, which began operations in March 1999, had revenues of $1,360,464 and
$135,778  during  fiscal  2000  and  1999,  respectively.

     In  December 1998, the Company formed a Network Services division to sell
telecommunication  services,  including dial tone and data transport services,
via  strategic  agent  relationships  with  Regional Bell Operating Companies.
This  division  was  discontinued  in  August  1999  due  to  unsatisfactory
performance.     Network Services had revenues of $165,435 during fiscal 1999.

<TABLE>
<CAPTION>

                    Fiscal  Year  Ended  November  30,

                      2000         1999         1998         1997         1996
                   -----------  -----------  -----------  -----------  -----------
<S>                <C>          <C>          <C>          <C>          <C>
REVENUE
Telemanagement. .  $ 3,894,616  $ 3,652,921  $ 1,526,959  $ 1,368,985  $ 1,630,932
DCS . . . . . . .    1,116,506    1,393,617    1,606,088    1,684,631    1,892,470
RATEX . . . . . .    1,290,985    2,809,994    2,436,686    1,143,864    1,578,444
                   -----------  -----------  -----------  -----------  -----------
     System Sales    6,302,107    7,856,532    5,569,733    4,197,480    5,101,846
STS . . . . . . .   15,990,614   19,815,617   21,460,885   17,430,383   15,092,010
Custom Billing. .      960,124    1,404,230    1,219,755      965,587      549,137
TRS . . . . . . .    1,360,464      135,778            -            -            -
Network Services.            -      165,435            -            -            -
                   -----------  -----------  -----------  -----------  -----------

                   $24,613,309  $29,377,592  $28,250,373  $22,593,450  $20,742,993
                   ===========  ===========  ===========  ===========  ===========

</TABLE>

     Total  gross  profit  decreased  6.4%  to $11,786,744 for the fiscal year
ended  November  30,  2000 from $12,596,754 for the fiscal year ended November
30,  1999.    Cost  of  goods  sold  was  approximately 71.5% and 74.5% of STS
revenues  for the fiscal years ended November 30, 2000 and 1999, respectively.
This  decrease  was  primarily  due to continued pressure on the price of long
distance  services  from  the  Company's  suppliers.   Cost of goods sold as a
percentage  of  system sales and maintenance revenues were 21.1% and 25.2% for
the  fiscal  years  ended  November  30,  2000  and  1999, respectively.  This
improvement  was  due  to a higher percentage of TelMaster sales, which have a
higher  gross  profit  rate  than  the  RATEX  and  DCS  products.

<PAGE>

     General  and administrative expenses increased by 9.5%, or $1,080,926, in
fiscal 2000 to $12,415,994 from $11,335,068 in fiscal 1999.  This increase was
primarily  due  to  an  increase  in human resources in the areas of TelMaster
research and development, implementation, sales, and support services, as well
as  the  addition  TRS  division.  Research and development costs incurred and
expensed  during  the  fiscal  years  ended  November  30,  2000 and 1999 were
$1,168,000  and  $1,424,000, respectively.  Sales and support related expenses
increased  $1,090,000  from  fiscal  1999  to  fiscal  2000. TRS had operating
expenses of $1,036,000 and $454,000 during the fiscal years ended November 30,
2000  and  1999,  respectively.    The  Network  Services division contributed
$291,000  to  operating  expenses  in fiscal 1999.  General and administrative
expenses  as a percentage of revenues were 50.4% and 38.6% for fiscal 2000 and
1999,  respectively.   The Company expects general and administrative expenses
as  a  percentage of revenues to decrease over time, as revenues for TelMaster
systems  increase. During the fourth quarter of fiscal 2000 and into the first
quarter  of  fiscal 2001, the Company has attempted to reduce selling, general
and  administrative  expenses,  including  a  reduction  in  staff.    These
adjustments  resulted  in a decrease in general and administrative expenses of
$303,000  to  $3,031,000  for  the  fourth  quarter  fiscal  2000  compared to
$3,334,000  in  the  fourth  quarter  of  fiscal  1999.

     Other  income increased to $319,406 for fiscal 2000 from $2,623 in fiscal
1999.    This  increase was attributable to the sale of 7,434 shares of common
stock  of  Amdocs  Ltd.  for  $296,439,  through  which the Company realized a
$145,189  gain  on  the  sale.   Additionally, the Company realized a $168,782
return  of  premium  on  a  key-person  insurance  policy.

     There was a $40,600 benefit from income taxes for fiscal 2000 compared to
a  provision  for  income  taxes  of  $579,800  for  fiscal  1999.

     Fiscal  2000  resulted  in  a  loss from continuing operations of $50,121
compared  to  income  from continuing operations of $1,249,043 in fiscal 1999.
This  was  primarily  attributable to increased investments made during fiscal
2000  in  human  resources supporting the TelMaster product line, coupled with
decreased  revenues  for the DCS, RATEX and STS product lines.  These declines
were  offset by growth in the TRS division, resulting in $324,000 of operating
income from this division in fiscal 2000 compared to a $318,000 operating loss
in  fiscal  1999.


<PAGE>

<TABLE>
<CAPTION>

RESULTS  OF  OPERATIONS  BY  PRODUCT  LINE  FOR  THE  FISCAL  YEARS  ENDED  NOVEMBER  30,  1999  AND  1998
(in  thousands  except  per  share  items)

                             Year  ended  November  30,  1999                        Year  ended  November  30,  1998
                             --------------------------------                        --------------------------------

<S>                    <C>       <C>      <C>       <C>         <C>         <C>      <C>      <C>     <C>       <C>
                                 System             Network                                   System
                       STS       Sales    CBS       Services    TRS         Total    STS      Sales   CBS       Total
                       --------  -------  --------  ----------  ----------  -------  -------  ------  --------  --------
Sales, net. . . . . .  $19,816   $ 7,857  $  1,404  $     165   $     136   $29,378  $21,461  $5,570  $  1,219  $28,250
Cost of sales . . . .   14,766     1,980        35          -           -    16,781   16,504   1,529         -   18,033
                       --------  -------  --------  ----------  ----------  -------  -------  ------  --------  --------
Gross profit. . . . .    5,050     5,877     1,369        165         136    12,597    4,957   4,041     1,219   10,217
                       --------  -------  --------  ----------  ----------  -------  -------  ------  --------  --------
General & administrative
   expenses:
General . . . . . . .    3,563     4,901     1,046        285         453    10,248    3,366   3,455       696    7,517
Depreciation. . . . .      160       137        21          -           -       318      190     109         -      299
Amortization. . . . .        -         -         -          -           -         -        -       2         -        2
Bad debt. . . . . . .      215         7        53          -           -       275      332      94         3      429
Corporate
  allocations:
General . . . . . . .      195        52        17          1           1       266      177      47        16      240
Depreciation. . . . .      101        99        23          5           -       228      137      37        12      186
                       --------  -------  --------  ----------  ----------  -------  -------  ------  --------  --------
                         4,234     5,196     1,160        291         454    11,335    4,202   3,744       727    8,673
                       --------  -------  --------  ----------  ----------  -------  -------  ------  --------  --------

Operating income. . .      816       681       209       (126)       (318)    1,262      755     297       492    1,544
    (loss)

Other income. . . . .                                                           567                                 332
                                                                            --------                            --------

Pretax income . . . .                                                         1,829                               1,876
                                                                            --------                            --------

Income tax provision.                                                          (580)                               (786)
                                                                            --------                            --------


Income from
 continuing operations                                                      $ 1,249                             $ 1,090
                                                                            ========                            ========

Diluted earnings per
  share-continuing
  operations. . . . .                                                       $  0.33                             $  0.28
                                                                            ========                            ========
</TABLE>


<PAGE>
RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED NOVEMBER 30, 1999 COMPARED TO
THE  FISCAL  YEAR  ENDED  1998

     The  results  of  operations of the Company do not include the results of
operations  GoodNet, its former 71% owned subsidiary which was sold in January
1998  and  which  is  treated  as  a  discontinued  operation in the Company's
financial  statements.

     Revenues  increased  by  4.0%  to  $29,377,592  for the fiscal year ended
November  30, 1999, compared to $28,250,373 for the fiscal year ended November
30,  1998.  The Company's revenue is derived from four principal product lines
and  services:  STS  Outsourcing Programs (STS), System Sales and Maintenance,
Customized  Billing  Outsourcing  Services,  and  Recovery  Services.  Network
Services,  which began operations in December 1998, was discontinued in August
1999  due  to  unsatisfactory  performance.

       STS  Program  revenues  were  $19,815,617  for  the  fiscal  year ended
November  30,  1999 compared to $21,461,885 for the fiscal year ended November
30,  1998,  a  decrease of 7.7%.  This decrease resulted from a 22% decline in
STS  Program  revenues  in  the  fourth quarter of 1999 compared to the fourth
quarter  1998.  This decrease was primarily due to market pressure on both the
retail  and wholesale sides, including increased competition from calling card
and  wireless  services.  The Company is adjusting to market pressures both on
the  retail and wholesale sides and is attempting to rebuild subscriber counts
by  lowering rates.  The  Company  expects  this  trend  to  stabilize  at  an
approximately 22% decline in  revenues.

     Revenues from System Sales and Maintenance were $7,856,532 for the fiscal
year  ended November 30, 1999 compared to $5,569,733 for the fiscal year ended
November  30,  1998,  an  increase  of 41.1%.  Revenues from the TelMaster and
RATEX  products  increased  by  139%  and 15% respectively, for the year ended
November 30, 1999, compared to the year ended November 30, 1998. This reflects
an  increase  in  excess of 200% in both the TelMaster and Ratex products from
the  fourth  quarter  1998  to  the  fourth quarter 1999 and a 50% increase in
TelMaster  revenues  from  the  third quarter 1999 to the fourth quarter 1999.
Approximately  $1,044,000,  or  49%,  of the fiscal year increase in TelMaster
revenues  is  related  to ongoing development of a custom convergence billing,
reporting  and  support system for Pacific Bell and MCI customer care services
for  the  State of California's CALNET contract.  Revenue from the DCS product
declined  by  13%  during  the year ended November 30, 1999. This decrease was
primarily  due to a significant decline in demand for this text-based product.
The  Company  expects  DCS  revenue  to  continue  to  decline  in the future.

     For  the  fiscal  years  ended  November 30, 1999 and 1998, revenues from
Customized  Billing  Outsourcing  Services  were  approximately $1,404,000 and
$1,219,000,  respectively.  Recovery Services, which began operations in March
1999,  had  revenues  of  approximately  $135,000 during fiscal 1999.  Network
Services,  which  began  operations  in December 1998 and ceased operations in
August  1999,  had  revenues  of  approximately  $165,000  during fiscal 1999.

     Total  gross profit increased by 23.3% to $12,596,754 for the fiscal year
ended  November  30,  1999,  compared to $10,216,971 for the fiscal year ended
November 30, 1998.  Cost of goods sold was approximately 74.5% of STS revenues
for  the  fiscal  year  ended  November  30, 1999, compared with 76.9% for the
fiscal  year  ended November 30, 1998.  This decrease was primarily due to the
decreased  cost  of long distance services from the Company's suppliers.  Cost
of  goods  sold  as  a percentage of system sales and maintenance revenues was
25.2%  for the fiscal year ended November 30, 1999 compared with 27.5% for the
fiscal  year  ended  November  30, 1998.  This improvement was due to a higher
percentage  of  TelMaster  sales during fiscal 1999, which have a higher gross
profit  rate  than  the  RATEX  and  DCS  products.

     General and administrative expenses increased by 30.7%, or $2,662,254, in
fiscal  1999 to $11,335,068 from $8,672,814 in fiscal 1998.  This increase was
primarily  due  to  an  increase  in human resources in the areas of TelMaster
research and development, implementation, sales, and support services, as well
as  the  addition  of  the  Network  Services and Recovery Services divisions.
Research  and  development costs incurred and expensed during the fiscal years
ended  November  30, 1999 and 1998 were $1,424,000 and $622,000, respectively.
Sales  and  support  related  expenses  increased  $267,000  and  $238,000,
respectively  from  fiscal  1998  to  fiscal  1999.    Increased effort in the
Customized  Billing division, primarily as a result of the Qwest project, also
contributed  approximately  $130,000  in  increased  customer  service related
expenses.  Recovery  Services  and  Network  Services  divisions had operating
expenses  of  approximately  $454,000  and  $291,000, respectively, during the
fiscal year ended November 30, 1999.  General and administrative expenses as a
percentage  of  revenues  increased  to 38.6% for the fiscal 1999, compared to
30.7%  for  the  fiscal  1998.   The Company expects to continue to experience
increases  in  TelMaster  research  and  development,  sales  and professional
service  expenses  as  part of its effort to increase TelMaster product sales.

<PAGE>
     The  provision  for income taxes was $579,800 and $786,591 for the fiscal
years ended November 30, 1999 and 1998, respectively.  This represents 32% and
42%  of  income  before  provision  for income taxes for fiscal 1999 and 1998,
respectively.  This percentage decrease is primarily attributable to increased
interest  from  tax-free  investments.

     Income  from continuing operations increased to $1,249,043 in fiscal 1999
from  $1,089,578  in  fiscal  1998.    This was attributable to an approximate
$384,000  and  $61,000  increase in operating income from the System Sales and
STS  product  lines,  offset by operating losses of approximately $126,000 and
$318,000  from  the  Network  Services  and  Recovery  Services  divisions,
respectively.    The increase was also attributable to an approximate $250,000
increase  in  interest  income.

     For  the  year  ended  November  30,  1999,  gain  on the sale of GoodNet
represents  additional  gain realized as a result of the sale of 79,387 shares
of  Winstar  common  stock  received  in  the sale of GoodNet to Winstar.  See
"Investment  Securities  -  Winstar  Shares"  in the notes to the consolidated
financial  statements.  It  also  represents  the  reversal  of  accrued lease
termination  fees  in  the amount of $300,000.  The Company no longer believes
that  it  will  need to terminate any portion of its lease, as it will be used
for  future  expansion  of  the  Company.


DISCONTINUED  OPERATIONS

     Effective  January  12,  1998,  the  Company,  together with the minority
shareholders  of  GoodNet,  entered into an agreement with Winstar to sell the
Company's  Internet  services  subsidiary  for  approximately  $22.0  million,
consisting  of  $3.5 million cash and shares of common stock of Winstar having
an  aggregate  market  value  of  approximately  $18.5  million.

     Under  the  terms  of  the  agreement, the Company received approximately
$3,500,000  in  cash  plus  479,387 shares of Winstar restricted common stock,
which  had an aggregate fair market value of approximately $13.9 million as of
the  close  of  business  on  January 12, 1998.  After commissions and related
legal  expenses, the Company realized an approximate $13.2 million pretax gain
on  the  sale  in the first quarter of fiscal 1998.  Additionally, the Company
received  $235,000  in  cash  to  offset GoodNet's net cash disbursements from
December  12,  1997  through  the  date  of  the  sale.

<PAGE>
MATERIAL  CHANGES  IN  FINANCIAL  POSITION

     Cash  and cash equivalents decreased to $41,434 at November 30, 2000 from
$2,157,701  at  November  30,  1999.  Investment securities decreased to $0 at
November  30,  2000  from $12,267,370 at November 30, 1999. The Company's cash
and  investment holdings combined decreased by approximately $14,384,000. This
decline  reflects  approximately  $17,385,000  used  in  connection  with  a
redemption  of  the  Company's  stock  in  March 2000 as described below under
"Liquidity  and Capital Resources".  This use of cash was offset by $1,375,000
in  net cash advances from the Company's lines of credit with certain officers
of  the  Company.    During fiscal 2000, net cash from operating activities of
continuing  operations  provided  $2,381,248,  compared  with a use of cash of
$2,563,489 in fiscal 1999.  The Company used approximately $598,000 in cash to
purchase  property and equipment for its continuing operations.  Additionally,
the  Company  used  approximately $298,000 in cash to purchase treasury stock.

     Accounts  receivable decreased to $8,160,650 as of November 30, 2000 from
$9,937,537  as  of  November  30,  1999  ($7,737,213  and  $9,484,936,  net of
allowance  for uncollectibles as of November 30, 2000 and 1999, respectively).
This  $1,776,887  decrease  was due to a $720,876 decrease in overall revenues
for  the  month  of  November  2000  versus  November 1999, as well as reduced
collection  times  from  TelMaster  customers  due  to improved implementation
cycles  and  customer  satisfaction.


LIQUIDITY  AND  CAPITAL  RESOURCES

     At  November  30,  2000,  the  Company's  balance sheet reflected cash of
$41,434.    On  March  24,  2000, the Company completed a self-tender offer by
repurchasing  2.3  million  shares  of its common stock pursuant to a modified
"dutch  auction" tender offer.  The tender offer, which carried an offer price
of  $7.25  per  share,  combined  with the repurchase of all 293,750 shares of
common  stock owned by Joseph Zerbib, resulted in the payment of approximately
$17,385,000 to tendering option and stockholders.  As a result of this tender,
the  Company  has established a 12-month line of credit with three officers of
the  Company  in  order  to  satisfy the terms of the tender offer.  While the
Company  believes  that  it  will  be  able to maintain, extend or replace the
current  line of credit, there can be no assurance that this will happen.  The
Company  believes  that  anticipated  cash  flows  from  its  business will be
adequate  to  supply  currently  anticipated  operating  requirements  for the
Company  for  the next 12 months.  However, there can be no assurance that the
Company  will  not  require  additional  funding  within this time frame.  The
Company  may  be  required to raise additional funds through public or private
financing,  strategic  relationships,  or other arrangements.  There can be no
assurance  that such additional funding, if needed, will be available on terms
attractive  to  the  Company,  or  at all.  Furthermore, any additional equity
financing  may  be  dilutive  to  existing  stockholders.


ACCOUNTING  PRONOUNCEMENTS

     In  June  1998,  the Financial Accounting Standards Board Issued SFAS No.
133  "Accounting  for Derivative Instruments and Hedging Activities". SFAS No.
133  requires companies to recognize all derivative contracts as either assets
or  liabilities  in  the  balance  sheet and to measure them at fair value. If
certain  conditions  are met, a derivative may be specifically designated as a
hedge,  the  objective  of  which  is  to  match  the  timing  of gain or loss
recognition  as the hedging derivative with the recognition of (i) the changes
in  the  fair  value of the hedged asset or liability that are attributable to
the  hedged  risk  or  (ii)  the  earnings  effect  of  the  hedged forecasted
transaction. For a derivative not designated as a hedging instrument, the gain
or  loss  is  recognized  in  income  in the period of change. SFAS No. 133 is
effective  for  all  fiscal years beginning after June 15, 2000. Historically,
the Company has not entered into derivative contracts either to hedge existing
risks  or  for  speculative  purposes.  The  Company has not yet evaluated the
financial  statement  impact  of  adopting  this  new  standard.

<PAGE>
ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK.

     As  of  November  30,  2000,  the  Company  has  no  derivative financial
instruments,  other  financial  instruments,  or  long-term  debt obligations.

ITEM  8.    FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA.

     The  financial  statements  and  supplementary  financial information are
included  herewith  commencing  on  page  F-1.

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

     On  February  14, 2001, the Company, acting on the direction and approval
of its Board of Directors, informed BDO Seidman, L.L.P., that it was selecting
another  independent  accountant  in  order  to  reduce  costs.

     BDO  Seidman,  L.L.P.'s reports on the Company's financial statements for
the years ended November 30, 1998 and 1999, did not contain an adverse opinion
or  a  disclaimer  of  opinion  and  were  not  qualified  or  modified  as to
uncertainty, audit scope, or principles.  There were no disagreements with BDO
Seidman, L.L.P. on any matter of accounting principles or practices, financial
statement  disclosure,  or  auditing  scope  or procedure through BDO Seidman,
L.L.P.'s  issuance  of  their  report  in  connection  with their audit of the
Registrant's  financial  statements  for the years ended November 30, 1998 and
1999  and  for  any  subsequent  period.

     On February 14, 2001, the Company selected Semple & Cooper, L.L.P. as its
new  independent  accountants.    The  Company  did  not consult with Semple &
Cooper,  L.L.P.  on any accounting matter prior to its appointment as auditors
of  the  Company.


<PAGE>
                                   PART III

ITEM  10.          DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     The  following  sets  forth  certain  information  with  respect  to  the
Company's  directors  and  executive  officers.

<TABLE>
<CAPTION>



<S>                       <C>  <C>
NAME                      AGE  POSITION
------------------------  ---  ---------------------------------------------------

Michael F. Zerbib (2) ..   34  President, Chief Executive Officer, Chief Financial
                               Officer, Treasurer and Director

Joseph W. Zerbib . . . .   65  Chairman of the Board of Directors

Thierry E. Zerbib. . . .   39  Vice President-Technologies, Secretary and Director

Brian H. Loeb. . . . . .   39  Vice President-Marketing, Sales and Operations and
                               Director

Cecile Silverman(1)(2) .   76  Director

Kalvan Swanky (1 )(2) ..   37  Director

</TABLE>
______________________________________

(1)          Member  of  Audit    Committee.
(2)          Member  of  Compensation  Committee.


     Michael  F.  Zerbib has been President and Chief Executive Officer of the
Company  since  February  2000  and  Chief  Financial Officer, Treasurer and a
director  of the Company since 1990.  He holds a Bachelor of Science degree in
finance  and  a  Master's  degree  in  taxation  and financial accounting from
Arizona  State  University.    Mr.  Zerbib also holds a certification from the
Arizona  State  Board  of  Accountancy.

     Joseph  W. Zerbib has been Chairman of the Board of Directors since 1982.
From 1982 to February 2000, he served as President and Chief Executive Officer
of  the  Company.

     Thierry  E.  Zerbib has been Vice President-Technologies, Secretary and a
director of the Company since 1982.  He holds dual degrees in computer science
and  math  from  Tel  Aviv  University,  Israel.

     Brian  H.  Loeb  has  been Vice President-Marketing, Sales and Operations
since  1982  and  a  director  of  the  Company  since  1992.

     Cecile Silverman has been a director of the Company since June 1995.  Ms.
Silverman  is  a  certified public accountant and has been self-employed since
1989.    From 1975 to 1989, she was a partner at the firm of Schwartz, Cohen &
Co.    Ms.  Silverman  specializes  in  tax  planning  for  corporations  and
individuals,  as  well  as  representing  clients  before various governmental
agencies.  She graduated from Syracuse University with a degree in accounting.

     Kalvan  Swanky has been a director of the Company since June 1995.  Since
1986,  he  has  been employed by Storage Technology Corporation ("STC"), which
develops,  manufactures  and  distributes computer memory devices.  Mr. Swanky
has held a number of positions with STC, most recently as Direct Sales Manager
for  Arizona  and  Nevada.   He received a Bachelor of Science degree from the
University  of  Colorado.

     Joseph W. Zerbib is the father of Thierry E. Zerbib and Michael F. Zerbib
and  the  father-in-law  of Brian H. Loeb.  Accordingly, Thierry E. Zerbib and
Michael  F.  Zerbib  are  brothers  and Brian H. Loeb is the brother-in-law of
Thierry  E.  Zerbib  and  Michael  F.  Zerbib.

BOARD  MEETINGS  AND  COMMITTEES

     During  the  fiscal  year ended November 30, 2000, the Board of Directors
held  five  meetings.    All  directors  attended  these  meetings.

     Audit  Committee.    The Board of Directors maintains an Audit Committee,
which  currently  is  composed  of  Cecile  Silverman  and Kalvan Swanky.  The
responsibilities  of  the  Audit  Committee include, in addition to such other
duties  as  the  Board  of  Directors  may specify, (i) receiving reports with
respect  to  loss  contingencies, the public disclosure or financial statement
notation  of  which  may  be  legally  required,  (ii)  annually reviewing and
examining  those  matters  that relate to a financial and performance audit of
the Company's stock option plans, (iii) recommending to the Board of Directors
the  selection,  retention  and  termination  of  the  Company's  independent
accountants,  (iv)  reviewing  the  professional  services,  proposed fees and
independence  of  such  accountants, and (v) providing for the periodic review
and  examination  of  management  performance in selected aspects of corporate
responsibility.    The  Audit  Committee held three meetings during the fiscal
year  ended  November  30,  2000.

     Compensation  Committee.  The Board of Directors maintains a Compensation
Committee, which currently is composed of Cecile Silverman, Kalvan Swanky, and
Michael  Zerbib.   The responsibilities of the Compensation Committee include,
in  addition  to  such other duties as the Board of Directors may specify, (i)
reviewing  and  recommending  to  the  Board  of  Directors  the  salaries,
compensation  and  benefits  of  the  Company's  executive  officers  and  key
employees,  (ii)  reviewing any related party transactions on an ongoing basis
for  potential  conflicts  of  interest, and (iii) administering the Company's
stock  plans.   The Compensation Committee held two meetings during the fiscal
year  ended  November  30,  2000.

<PAGE>
COMPENSATION  OF  DIRECTORS

     The  members  of  the  Board  of  Directors  do  not  receive  any  cash
compensation for serving as directors.  However, the Company may reimburse the
independent  directors  for  their  reasonable  out-of-pocket  expenses  in
connection  with  their  attendance  at  meetings.  In April 1996, the Company
granted  immediately  exercisable  options  to purchase 1,000 shares of Common
Stock to each of Ms. Silverman and Mr. Swanky.  The options are exercisable at
a  price  of $4.75 per share through April 2001.  In October 1996, the Company
granted  each  of Ms. Silverman and Mr. Swanky immediately exercisable options
to purchase 1,000 shares of Common Stock at a price of $3.00 per share through
October  2001.  In October 1997, the Company granted each of Ms. Silverman and
Mr.  Swanky immediately exercisable options to purchase 1,000 shares of Common
Stock  at  a  price  of  $2-15/16 per share through October 2002.  None of the
options granted were pursuant to any stock option plan.  During the year ended
November  30, 2000, both Ms. Silverman and Mr. Swanky exercised 1,792 options,
including  1,000  and  792  options  with an exercise price $2.9375 and $3.00,
respectively,  in  connection with the Company's self-tender offer.  They each
received  $7,679  of  net  proceeds.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Section  16(a)  of  the  Securities  Exchange  Act  of  1934, as amended,
requires  the  Company's  officers, directors and persons who beneficially own
more  than  ten  percent  of  the  Company's  Common  Stock to file reports of
ownership  and  changes  in  ownership  with  the Commission.  These reporting
persons  also  are  required to furnish the Company with copies of all Section
16(a) forms they file.  To the Company's knowledge, based solely on its review
of  the copies of such forms furnished to it and representations that no other
reports  were  required, the Company believes that all Section 16(a) reporting
requirements  were  complied  with  during  the fiscal year ended November 30,
2000.


<PAGE>
ITEM  11.          EXECUTIVE  COMPENSATION.

SUMMARY  COMPENSATION  TABLE

     The  following  table  sets  forth the total compensation received by the
chief  executive  officer  and  each  additional  executive  officer  whose
compensation  exceeded  $100,000,  paid  to the named individuals for services
rendered  in all capacities to the Company and its subsidiaries for the fiscal
years  ended  November  30,  2000,  1999,  and  1998.
<TABLE>
<CAPTION>
                                                                             Long Term Compensation
                                                                    ----------------------------------------

                                         Annual Compensation            Awards                 Payouts
                                  --------------------------------  ----------------------  ----------------
<S>                       <C>     <C>          <C>          <C>     <C>         <C>         <C>      <C>

                                                            Other               Securities           All
                                                            Annual  Restricted  Underlying           Other
Name and . . . . . . . .                                    Compen- Stock       Options/    LTIP     Compen-
Principal Position . . .  Year    Salary       Bonus        sation  Awards      SARs        Payouts  sation
------------------------  ------  -----------  -----------  ------  -------     ----------  -------  -------
Michael F. Zerbib (1). .    2000  $   123,000          -0-     -0-      -0-      -0-          -0-     -0-
President, Chief            1999  $   144,000          -0-     -0-      -0-      -0-          -0-     -0-
Executive Officer,          1998  $   144,000  $   150,000     -0-      -0-      -0-          -0-     -0-
Chief Financial Officer
and Treasurer
                          ------  -----------  -----------  ------  ----------  ----------  -------  -------
Thierry E. Zerbib. . . .    2000  $   182,000          -0-     -0-      -0-      -0-          -0-     -0-
Vice President -            1999  $   154,000          -0-     -0-      -0-      -0-          -0-     -0-
Technologies and            1998  $   144,000  $   150,000     -0-      -0-      -0-          -0-     -0-
 Secretary
                          ------  -----------  -----------  ------  ----------  ----------  -------  -------
Brian H. Loeb. . . . . .    2000  $   129,000          -0-     -0-      -0-      -0-          -0-     -0-
Vice President -            1999  $   144,000          -0-     -0-      -0-      -0-          -0-     -0-
Marketing, Sales and        1998  $   144,000  $   150,000     -0-      -0-      -0-          -0-     -0-
Operations
                          ------  -----------  -----------  ------  ----------  ----------  -------  -------
Joseph W. Zerbib (2)        2000  $   129,000          -0-     -0-      -0-      -0-          -0-     -0-
Chairman of the Board       1999  $   144,000          -0-     -0-      -0-      -0-          -0-     -0-
                            1998  $   144,000  $   150,000     -0-      -0-      -0-          -0-     -0-
                          ------  -----------  -----------  ------  ----------  ----------  -------  -------

<FN>

(1)       Michael Zerbib acted as Chief Financial Officer and Treasurer until February 1, 2000.  Since February 1,
2000,  he  has  served  as  President,  Chief  Executive  Officer,  Chief  Financial  Officer  and  Treasurer.

(2)          Joseph Zerbib acted as President and Chairman of the Board until February 1, 2000.  Since February 1,
2000,  he  has  served  as  Chairman  of  the  Board.
</TABLE>



     The executive officers of the Company named above routinely receive other
benefits from the Company, the amounts of which are customary in the industry.
The  Company  has  concluded,  after  reasonable  inquiry,  that the aggregate
amounts  of  such  benefits during the years ended November 30, 2000, 1999 and
1998 did not exceed the lesser of $50,000 or 10% of the compensation set forth
above  as  to  any  named  individual.

<PAGE>
OPTION  GRANTS  IN  FISCAL  2000

     No options were granted to the Company's executive officers during fiscal
2000.

OPTION  FORFEITURES  IN  FISCAL  2000

     During the year ended November 30, 2000, Michael Zerbib and Joseph Zerbib
forfeited  50,210  and  49,106 common stock options, respectively, and Thierry
Zerbib  and  Brian  Loeb  each  forfeited  46,345 common stock options.  These
forfeitures  were  completed in connection with the self-tender offer in March
2000.

OPTION  EXERCISES  IN  FISCAL  2000
<TABLE>
<CAPTION>


<S>                                    <C>           <C>           <C>                     <C>
                                                                   Number of Securities    Value of Unexercised
                                                                   Underlying Unexercised  In-the-Money Options
                                       Shares                      Options at FY-End       at FY-end(3)
                                       Acquired on   Value         Exercisable /           Exercisable /
Name                                   Exercise (1)  Realized (2)  Unexercisable           Unexercisable
-------------------------------------
Michael F. Zerbib . . . . . . . . . .        44,790  $   119,107               -              -
President, Chief Executive Officer,
Chief Financial Officer and Treasurer
-------------------------------------
Thierry E. Zerbib . . . . . . . . . .        41,655  $    99,745               -              -
Vice President -Technologies and
Secretary
-------------------------------------
Brian H. Loeb . . . . . . . . . . . .        41,655  $    99,745               -              -
Vice President - Marketing, Sales
and Operations
-------------------------------------
Joseph W. Zerbib. . . . . . . . . . .        43,894  $   113,575               -              -
Chairman of the Board
-------------------------------------
</TABLE>



(1)          These common stock options were exercised in connection with the
self-tender  offer  in  March  2000.

(2)     Represents the difference between the purchase price ($7.25 per share)
and  the  exercise  price  of  the  options.

(3)          Represents  the  difference between the aggregate market value at
November  30,  2000  of  the common stock underlying the options (based on the
last  sale  price  of  $1.00 on that date) and the options' aggregate exercise
price.

<PAGE>
STOCK  OPTION  PLANS

     1995  and  1996  Incentive  Stock  Option  Plans.  The Board of Directors
adopted  the 1995 Incentive Stock Option Plan ("1995 ISO Plan") on February 1,
1995  and the 1996 Incentive Stock Option Plan ("1996 ISO Plan") and, together
with  the  1995  ISO  Plan,  the  ("Plans")  on  April  15,  1996.  The  Plans
subsequently  were  approved by the shareholders.  The terms and conditions of
the  Plans  are  substantively  similar.

     There  are  264,000  shares authorized for grant under the 1995 ISO Plan.
As  of November 30, 2000, there were no common stock options outstanding under
the  1995  ISO  Plan.

     There  are  260,000  shares authorized for grant under the 1996 ISO Plan.
As  of  November  30,  2000, options to purchase 31,457 shares of Common Stock
were  outstanding  under  the 1996 ISO Plan, These options are held by certain
employees  of  the  Company at exercise prices ranging from $3.00 to $4.75 per
share.

     Each  of  the Plans authorizes the Company to grant to key employees both
nonqualified  options  and  options  intended  to qualify as incentive options
under  Section  422 of the Internal Revenue Code.  The objectives of the Plans
are  to provide incentives to key employees to achieve financial results aimed
at  increasing  stockholder  value  and attracting talented individuals to the
Company.  Persons eligible to participate in the Plans will be those employees
of  the  Company  whose  performance,  in  the  judgment  of  the Compensation
Committee,  can  have  significant  effect  on  the  success  of  the Company.

     The  Plans  are administered by the Compensation Committee, which has the
authority  to  interpret  their  provisions,  to establish and amend rules for
their  administration, to determine the types and amounts of awards to be made
pursuant  to  the  Plans,  subject  to  the Plans' limitations, and to approve
recommendations  made  by  management  of the Company as to who should receive
awards.

     Incentive stock options may be granted under the Plans for terms of up to
ten  years  and at an exercise price at least equal to 100% of the fair market
value  of the Common Stock as of the date of grant, and 85% of the fair market
value  in  the  case  of  non-statutory options, except that incentive options
granted  to any person who owns stock possessing more than 10% of the combined
voting  power  of  all  classes  of  the  Company's  stock or of any parent or
subsidiary  corporation  must have an exercise price at least equal to 110% of
the fair market value of the Common Stock on the date of grant.  The aggregate
fair  market  value,  determined  as  of the time an incentive stock option is
granted, of the Common Stock with respect to which incentive stock options are
exercisable  by  an employee for the first time during any calendar year shall
not exceed $100,000.  There is no aggregate dollar limitation on the amount of
non-statutory  stock options which may be exercisable for the first time by an
employee  during any calendar year.  Payment of the exercise price is to be in
cash,  although  the  Compensation  Committee  may,  in  its discretion, allow
payment in the form of shares of the Common Stock under certain circumstances.
Any  option  granted  under  the  Plans  will  expire at the time fixed by the
Committee, which will not be more than ten years after the date it is granted.
Any  employee  receiving  a  grant  must  remain  continuously employed by the
Company  for  a  period  of  twelve  months  after the date of the grant, as a
condition  to the exercise of the option.  The Compensation Committee may also
specify  when all or part of an option becomes exercisable, but in the absence
of  such  specification, the option will ordinarily be exercisable in whole or
part at any time during its term.  In addition, optionees who are directors or
executive  officers  of  the Company may not exercise any portion of an option
within  six  months  of  the  date  of  grant.   Subject to the foregoing, the
Compensation  Committee may accelerate the exercisability of any option in its
discretion.

     Options  granted  under  the  Plans  are  not assignable.  Options may be
exercised  only while the optionee is employed by the Company or within twelve
months  after  termination  by reason of death, within twelve months after the
date of disability, or within ten days after termination for any other reason.

     The  Company  may  assist  optionees  in  paying  the  exercise  price of
options granted  under  the Plans by either the extension of  a  loan  by  the
Company for payment  by the optionee of the exercise price in installments, or
a guarantee by  the  Company  of  a loan obtained by the optionee from a third
party.  The terms  of any loan, installment payments or guarantees,  including
the interest rate  and  terms  of  repayment  and  collateral requirements, if
any, shall be determined  by  the  Board  of Directors in its sole discretion.

     1997  Performance  Equity  Plan  ("1997  Plan").  On October 2, 1997, the
Board  of  Directors  adopted  the  1997  Plan.  On May 15, 1998, the Board of
Directors  amended  the  1997 Plan. The 1997 Plan was subsequently approved by
the  shareholders.  The Board of Directors has authorized 1,000,000 shares for
grant under the 1997 Plan.  Awards consist of stock options (both nonqualified
options  and  options  intended  to  qualify  as incentive stock options under
Section  422  of  the  Internal  Revenue Code of 1986, as amended), restricted
stock  awards,  deferred  stock  awards,  stock  appreciation rights and other
stock-based  awards,  as  described  in  the  1997  Plan.    The  1997 Plan is
administered  by  the  Compensation Committee, which determines the persons to
whom  awards  will  be  granted,  the  number  of awards to be granted and the
specific  terms  of  each grant, including the vesting thereof, subject to the
provisions  of  the  1997  Plan.

     In  October  1997, the  Company  granted  options under  the 1997 Plan to
purchase an  aggregate  of 233,500 shares  of Common Stock, 129,500  shares of
which were granted  to  certain  employees of the Company at an exercise price
of $2.9375 per share and 104,000 shares of which were granted to the Company's
executive officers  at  an  exercise price of $3.23 per share.  As of November
30, 2000, 34,934  of  the  options  issued to  employees  were outstanding and
none of the executive officer options were outstanding.  The exercise price of
the options granted  to the  executive officers exceeded the fair market value
of the  Common Stock  on  the  date  of  grant.  In February 1998, the Company
granted 14,600 options  to employees  at an exercise price of $4.25 per share,
the  fair  market  value of the underlying shares at the date of grant.  As of
November 30, 2000, 4,611 of these options were outstanding.  In December 1998,
the Company granted 25,000 options to employees at an exercise price of $4.875,
the  fair  market  value  at  the date of grant.  20,070 of these options were
outstanding  at  November  30, 2000.  In  May 2000, the Company granted 59,157
options  to  an  employee  of  the  Company at an exercise price of $3.40, the
average fair value for 30  days  preceding the grant date.  The exercise price
exceeded the fair market value  of the common stock on the date of grant.  All
of these options were  outstanding  at  November  30,  2000.

ITEM  12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  following  table  sets  forth certain information as of February 20,
2001,  with  respect  to  (i)  those persons or groups known to the Company to
beneficially  own  more  than  5%  of  the  Company's  Common Stock, (ii) each
director, (iii) each executive officer whose compensation exceeded $100,000 in
the  fiscal year ended November 30, 2000, and (iv) all directors and executive
officers  as  a  group.  The information is determined in accordance with Rule
13d-3  promulgated  under the Securities Exchange Act of 1934 ("Exchange Act")
based upon information furnished by the persons listed or contained in filings
made  by  them  with  the  Securities  and Exchange Commission ("Commission").
Except  as  indicated  below,  the shareholders listed possess sole voting and
investment  power  with  respect  to  their  shares.

<TABLE>
<CAPTION>

 <S>                                      <C>                      <C>
 Name and Address of Beneficial Owner(1)  Amount and Nature of     Percent
                                          Beneficial Ownership(2)  of Class
---------------------------------------   -----------------------  ---------

Michael F. Zerbib                                       230,603       17.9%

Thierry E. Zerbib                                       232,617       18.1%

Brian H. Loeb                                           232,617       18.1%

Joseph W. Zerbib                                              -          -

Cecile Silverman                                        1,208(3)         *

Kalvan Swanky.                                          1,208(3)         *

Nicholas Zerbib                                         118,322        9.2%

All executive officers and directors
  as a group (six persons)                            698,253(4)      54.2%
<FN>

______________________________

 *          Less  than  1%.

(1)      The address of each of the persons listed is c/o Telesoft Corp., 3443
North  Central  Avenue,  Suite  1800,  Phoenix,  Arizona  85012.

(2)         A person is deemed to be the beneficial owner of voting securities
that can be acquired by such person within 60 days from February 20, 2001 upon
the  exercise of options, warrants or convertible securities.  Each beneficial
owner's  percentage ownership is determined by assuming that options, warrants
or  convertible securities that are held by such person (but not those held by
any  other  person)  and  which are exercisable within 60 days of February 20,
2001,  have  been  exercised.

(3)          Represents 1,208 shares of Common Stock issuable upon exercise of
currently  exercisable  options.

(4)         Includes those shares of Common Stock deemed to be included in the
respective beneficial ownership of Michael F. Zerbib, Thierry E. Zerbib, Brian
H.  Loeb,  Joseph  W.  Zerbib,  Kalvan  Swanky  and  Ms.  Cecile  Silverman.


</TABLE>



ITEM  13.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     The  Company  leased  13,500  square  feet of office space from Joseph W.
Zerbib,  an  officer,  director and principal shareholder of the Company.  The
Company  leased  this office in fiscal 1996 and 1997 on a month-to-month basis
for  $6,978  per  month.   The Company vacated this space in January 1998, but
continued  to  pay  rent  through  July  1998.

     In  March  2000,  in  connection  with  his  retirement  as the Company's
President  and Chief Executive Officer, Joseph Zerbib, who currently serves as
the  Company's  Chairman  of  the Board, sold all of his 293,750 shares of the
Company's  common stock back to the Company at a price of $7.25 per share, for
an  aggregate  of  $2,129,688.

     On  April  3,  2000,  the  Company entered into three $1,350,000 lines of
credit  (total  of  $4,050,000), payable on demand, bearing a term of one year
and  an  annual  interest rate of 10%, with each of Michael Zerbib, President,
Chief  Executive  Officer,  Chief  Financial  Officer  and  Treasurer, Thierry
Zerbib,  Vice  President-Technologies  and  Secretary  and  Brian  Loeb,  Vice
President-Marketing,  Sales and Operations.  Each line of credit is secured by
the  assets  of  the  Company.   The interest rate on this debt is at least as
favorable  as  the Company could receive from third-party lenders. The Company
has  obtained  several  proposals  from  third-party lenders bearing effective
rates  in  excess  of  12%.  During the year ended November 30, 2000, interest
expense in connection with these notes was $115,754.  As of November 30, 2000,
borrowings  outstanding on the line of were $1,375,000 and no interest was due
on  the  notes.

     The  Board  of  Directors  has  adopted a policy that all future material
transactions  and  loans  between  the  Company  and  its  executive officers,
directors,  employees  and  affiliates  will be subject to the approval of the
majority of independent and disinterested directors and that such transactions
and  loans,  and  any  forgiveness of loans, will be on terms that are no less
favorable  to  the  Company  than  those  that  are  generally  available from
unaffiliated  third  parties.

<PAGE>
                                    PART IV

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

(a)  Exhibits
<TABLE>
<CAPTION>




<S>    <C>                                                                                 <C>
NO.    DESCRIPTION                                                                         REFERENCE
-----  ----------------------------------------------------------------------------------  ----------

3.1 .  Amended and Restated Articles of Incorporation of the Company dated April 13, 1995         (1)

4.1 .  Form of Common Stock Certificate                                                           (1)

10.1.  1995 Incentive Stock Option Plan                                                           (1)

10.2.  1995 Restricted Stock Plan                                                                 (1)

10.3.  Asset Purchase Agreement between Telesoft Acquisition Corp., Uniquest                      (1)
       Incorporated and CSI Acquisition Corp. dated March 13, 1995

10.8.  Contract between the Company and the University of Delaware                                (1)

10.9.  1996 Incentive Stock Option Plan                                                           (2)

10.10  1996 Restricted Stock Plan                                                                 (2)

10.11  1997 Performance Equity Plan                                                               (3)

21. .  Subsidiaries of Registrant                                                                  *
<FN>

 *           Filed  herewith
(1)          Filed  with  Registration  Statement  No.  33-91234-LA,  dated  June  30,  1995.
(2)          Filed  with  Form  10-KSB/A  for  the  fiscal  year  ended  November  30,  1996
(3)          Filed  with  Definitive  Proxy  Statement  dated  June  16,  1998
</TABLE>


<PAGE>

(b)          Financial  Statement  Schedules

SCHEDULE  II.          VALUATION  AND  QUALIFYING  ACCOUNTS.

Years  ended  November  30,  2000,  1999  and  1998

<TABLE>
<CAPTION>

<S>                               <C>            <C>         <C>          <C>
                                  BALANCE AT     CHARGED TO  WRITE-OFFS   BALANCE AT
                                  BEGINNING OF   COSTS AND   NET OF       END OF THE
                                  THE YEAR       EXPENSES    RECOVERIES   YEAR
                                  -------------  ----------  -----------  -----------
Allowance for doubtful accounts:
2000 . . . . . . . . . . . . . .  $     452,601     242,359    (271,523)  $   423,437
1999 . . . . . . . . . . . . . .        502,095     275,194    (324,688)      452,601
1998 . . . . . . . . . . . . . .        640,982     429,290    (568,177)      502,095
</TABLE>

(c)      Reports  on  Form  8-K

There  were  no  Current  Reports  on  Form 8-K filed during the quarter ended
November  30,  2000.  On February 26, 2001, the Company filed a Current Report
on  Form  8-K,  dated  February  14, 2001, to report a change in the Company's
independent  accountants.


<PAGE>
     SIGNATURES

     In  accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934,  the  Registrant  caused  this  report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized.

                         TELESOFT  CORP.


Dated:  February 28,  2001   By    /s/  Michael  F. Zerbib
                                ---------------------------------
                                Michael  F.  Zerbib,
                                President  and  Chief  Executive  Officer

     In  accordance  with the Securities Exchange Act of 1934, this report has
been  signed below by the following persons on behalf of the Registrant and in
the  capacities  and  on  the  dates  indicated.
<TABLE>
<CAPTION>

Signature  and  Title                                    Date
---------------------                                    ----

<S>                                                      <C>
/s/ Michael F. Zerbib . . . . . . . . . . . . . . . . .  February 28,2001
-------------------------------------------------------
Michael F. Zerbib, President, Chief Executive Officer,
Chief Financial Officer, Treasurer and Director (and
principal accounting officer)

/s/ Joseph W. Zerbib. . . . . . . . . . . . . . . . . .  February 28,2001
-------------------------------------------------------
Joseph W. Zerbib,
Chairman of the Board of Directors

/s/ Thierry E. Zerbib . . . . . . . . . . . . . . . . .  February 28,2001
-------------------------------------------------------
Thierry E. Zerbib, Vice President - Technologies,
Secretary and Director

/s/ Brian H. Loeb . . . . . . . . . . . . . . . . . . .  February 28,2001
-------------------------------------------------------
Brian H. Loeb, Vice President - Marketing,
Sales and Operations and Director

/s/ Cecile Silverman. . . . . . . . . . . . . . . . . .  February 28,2001

-------------------------------------------------------
Cecile Silverman, Director

/s/ Kalvan Swanky . . . . . . . . . . . . . . . . . . .  February 28,2001
-------------------------------------------------------
Kalvan Swanky, Director
</TABLE>



TELESOFT  CORP.  AND  SUBSIDIARIES

INDEX  TO  THE  FINANCIAL  STATEMENTS
<TABLE>
<CAPTION>


                                                           PAGE
<S>                                                        <C>

Report of Independent Certified Public Accountants. . . .  F-2 -  F-3

Consolidated Balance Sheets as of November 30, 2000 and
       1999 . . . . . . . . . . . . . . . . . . . . . . .  F-4

Consolidated Statements of Operations for the years ended
       November 30, 2000, 1999 and 1998 . . . . . . . . .  F-5 -  F-6

Consolidated Statements of Changes in Stockholders'
       Equity for the years ended November 30, 2000,
       1999 and 1998. . . . . . . . . . . . . . . . . . .  F-7

Consolidated Statements of Cash Flows for the years ended
       November 30, 2000, 1999 and 1998 . . . . . . . . .  F-8 -  F-9

Notes to the Consolidated Financial Statements. . . . . .  F-10 - F-30
</TABLE>





<PAGE>
REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS



The  Board  of  Directors  and  Stockholders
Telesoft  Corp.  and  Subsidiaries

We have audited the accompanying consolidated balance sheets of Telesoft Corp.
and  Subsidiaries  as  of  November  30,  2000  and  the  related consolidated
statements  of  operations,  stockholders' equity, and cash flows for the year
then  ended.    These  financial  statements  are  the  responsibility  of the
Company's  management.    Our responsibility is to express an opinion on these
financial  statements  based  on  our  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 presentation
of  the financial statements.  We believe that our audits provide a reasonable
basis  for  our  opinion.

In  our  opinion,  the  consolidated  financial  statements  referred to above
present  fairly,  in all material respects, the financial position of Telesoft
Corp.  and  Subsidiaries  at  November  30,  2000  and  the  results  of their
operations  and  their  cash  flows for the year then ended in conformity with
generally  accepted  accounting  principles.

/s/  Semple  &  Cooper,  L.L.P.


Phoenix,  Arizona
February 7, 2001

<PAGE>
REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS



The  Board  of  Directors  and  Stockholders
Telesoft  Corp.  and  Subsidiaries

We have audited the accompanying consolidated balance sheets of Telesoft Corp.
and Subsidiaries as of November 30, 1999 and 1998 and the related consolidated
statements  of  operations, stockholders' equity, and cash flows for the years
then  ended.    These  financial  statements  are  the  responsibility  of the
Company's  management.    Our responsibility is to express an opinion on these
financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.    Those  standards  require  that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting  the amounts and disclosures in the financial statements.  An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by management, as well as evaluating the overall presentation
of  the financial statements.  We believe that our audits provide a reasonable
basis  for  our  opinion.

In  our  opinion,  the  consolidated  financial  statements  referred to above
present  fairly,  in all material respects, the financial position of Telesoft
Corp.  and Subsidiaries at November 30, 1999 and 1998 and the results of their
operations  and  their  cash flows for the years then ended in conformity with
generally  accepted  accounting  principles.

/s/  BDO  Seidman,  LLP


Los  Angeles,  California
January  14,  2000


<TABLE>
<CAPTION>

TELESOFT  CORP.  AND  SUBSIDIARIES
CONSOLIDATED  BALANCE  SHEETS
NOVEMBER  30,  2000  AND  1999
                                                                             2000          1999
                                                                             ----------    ----------

ASSETS
<S>                                                                          <C>           <C>
Cash and cash equivalents (Note 2). . . . . . . . . . . . . . . . . . . . .  $    41,434   $ 2,157,701
Investment securities (Notes 3 and 17). . . . . . . . . . . . . . . . . . .            -    12,267,370
Accounts receivable, net of allowance for uncollectibles of $423,437 and
 $452,601, respectively   (Notes 2 and 4) . . . . . . . . . . . . . . . . .    7,737,213     9,484,936
Inventory (Note 5). . . . . . . . . . . . . . . . . . . . . . . . . . . . .      208,325       366,794
Income taxes receivable . . . . . . . . . . . . . . . . . . . . . . . . . .      349,364       462,626
Deferred taxes (Note 9) . . . . . . . . . . . . . . . . . . . . . . . . . .      188,400       221,100
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       94,010       301,774
                                                                              ----------   -----------

Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .    8,618,746    25,262,301
Property and equipment, net (Note 6). . . . . . . . . . . . . . . . . . . .    1,407,118     1,320,246
Computer software costs, net (Note 7) . . . . . . . . . . . . . . . . . . .       54,484       169,667
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      141,709       110,723
                                                                             ------------  -----------

Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $10,222,057   $26,862,937
                                                                             ============  ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Related party debt (Note 12). . . . . . . . . . . . . . . . . . . . . . . .  $ 1,375,000   $         -
Accounts payable and accrued liabilities (Note 2) . . . . . . . . . . . . .    5,199,187     5,880,975
Income taxes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .      203,900             -
Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,130,375       928,997
                                                                             ------------  -----------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . .    7,908,462     6,809,972
Deferred taxes (Note 9) . . . . . . . . . . . . . . . . . . . . . . . . . .      121,900        62,200
                                                                             ------------  -----------

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8,030,362     6,872,172
                                                                             ------------  -----------
Commitments and contingencies (Notes 11, 13 and 14)
Stockholders' equity: (Notes 10 and 12)
Preferred stock, no par value, 10,000,000 shares authorized; none
    issued and outstanding. . . . . . . . . . . . . . . . . . . . . . . . .            -             -
Common stock, no par value, 50,000,000 shares authorized;
    3,787,500 issued and 1,376,828 and 3,711,500 outstanding, respectively
                                                                                 665,125     6,919,095
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . .            -        80,069
Accumulated other comprehensive income (Note 3) . . . . . . . . . . . . . .            -        66,120
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,191,695    12,925,481
                                                                             ------------  -----------
                                                                               2,856,820    19,990,765
Less: Treasury stock, 178,106  shares, at cost. . . . . . . . . . . . . . .     (665,125)            -
                                                                             ------------  -----------
Total stockholders' equity. . . . . . . . . . . . . . . . . . . . . . . . .    2,191,695    19,990,765
                                                                             ------------  -----------

Total liabilities and stockholders' equity. . . . . . . . . . . . . . . . .  $10,222,057   $26,862,937
                                                                             ============  ===========

</TABLE>
The Accompanying Notes are an Integral Part
of the Consolidated Financial Statements


<PAGE>

<TABLE>
<CAPTION>

TELESOFT  CORP.  AND  SUBSIDIARIES
CONSOLIDATED  STATEMENTS  OF  OPERATIONS
FOR  THE  YEARS  ENDED  NOVEMBER  30,  2000,  1999  AND  1998



<S>                                                      <C>           <C>           <C>
                                                                2000          1999          1998
                                                         ------------  ------------  ------------

Sales, net. . . . . . . . . . . . . . . . . . . . . . .  $24,613,309   $29,377,592   $28,250,373
Cost of sales (Note 2). . . . . . . . . . . . . . . . .   12,826,565    16,780,838    18,033,402
                                                         ------------  ------------  ------------
Gross profit. . . . . . . . . . . . . . . . . . . . . .   11,786,744    12,596,754    10,216,971
General and administrative expenses (Note 16) . . . . .   12,415,994    11,335,068     8,672,814
                                                         ------------  ------------  ------------
Operating (loss) income . . . . . . . . . . . . . . . .     (629,250)    1,261,686     1,544,157
                                                         ------------  ------------  ------------
Other income (expense):
Interest income . . . . . . . . . . . . . . . . . . . .      347,361       564,804       292,295
Interest expense. . . . . . . . . . . . . . . . . . . .     (128,238)         (270)       (1,277)
Other income (expense). . . . . . . . . . . . . . . . .      319,406         2,623        40,994
                                                         ------------  ------------  ------------
                                                             538,529       567,157       332,012
                                                         ------------  ------------  ------------
(Loss) income from continuing operations before . . . .      (90,721)    1,828,843     1,876,169
       provision for income taxes
Provision for income taxes (Note 9) . . . . . . . . . .       40,600      (579,800)     (786,591)
                                                         ------------  ------------  ------------
(Loss) income from continuing operations. . . . . . . .      (50,121)    1,249,043     1,089,578
Discontinued operations (Note 17):
    Loss from operations of GoodNet subsidiary (net of.            -             -       (68,428)
         income tax of $2,173 in 1998)
    Gain on disposal of GoodNet subsidiary (net of
         income taxes of $357,700 in 1999 and
         $4,611,099 in 1998). . . . . . . . . . . . . .            -       549,309     8,565,700
                                                         ------------  ------------  ------------

Net (loss) income . . . . . . . . . . . . . . . . . . .      (50,121)    1,798,352     9,586,850

Other comprehensive (loss) income, net of tax
   Unrealized holding (losses) gains arising during . .      (66,120)      (18,446)       84,566
       period                                            ------------  ------------  ------------


Comprehensive (loss) income . . . . . . . . . . . . . .  $  (116,241)  $ 1,779,906   $ 9,671,416
                                                         ============  ============  ============
</TABLE>
The Accompanying Notes are an Integral Part
of the Consolidated Financial Statements

<PAGE>
TELESOFT  CORP.  AND  SUBSIDIARIES
CONSOLIDATED  STATEMENTS  OF  OPERATIONS  (CONTINUED)
FOR  THE  YEARS  ENDED  NOVEMBER  30,  2000,  1999  AND  1998

<TABLE>
<CAPTION>


                                       2000         1999        1998
                                    -----------  ----------  -----------
<S>                                 <C>          <C>         <C>

Basic earnings (loss) per share
Continuing operations. . . . . . .  $    (0.02)  $     0.33  $     0.29
Discontinued operations. . . . . .           -            -       (0.02)
Sale of discontinued operations. .           -         0.15        2.26
                                    -----------  ----------  -----------
Net income (loss). . . . . . . . .  $    (0.02)  $     0.48  $     2.53
                                    ===========  ==========  ===========

Diluted earnings (loss) per share
Continuing operations. . . . . . .  $    (0.02)  $     0.33  $     0.28
Discontinued operations. . . . . .           -            -       (0.02)
Sale of discontinued operations. .           -         0.14        2.20
                                    -----------  ----------  -----------
Net income (loss). . . . . . . . .  $    (0.02)  $     0.47  $     2.46
                                    ===========  ==========  ===========

Weighted average number
   of shares outstanding
- basic. . . . . . . . . . . . . .   2,123,879    3,713,601   3,784,793
- diluted. . . . . . . . . . . . .   2,123,879    3,832,067   3,888,033
                                    ===========  ==========  ===========
</TABLE>
The Accompanying Notes are an Integral Part
of the Consolidated Financial Statements

<PAGE>

TELESOFT  CORP.  AND  SUBSIDIARIES
CONSOLIDATED  STATEMENTS  OF  CHANGES  IN  STOCKHOLDERS'  EQUITY
FOR  THE  YEARS  ENDED  NOVEMBER  30,  2000,  1999  AND  1998
<TABLE>
<CAPTION>


                           Common  Stock
                           -------------

<S>                       <C>            <C>           <C>         <C>              <C>            <C>              <C>
                                                                                    Accumulated
                          Number of                                Additional       other                           Total
                          shares                       Treasury    paid-in          comprehensive  Retained         stockholders'
                          outstanding    Amount        stock       capital          income         earnings         equity
                          -------------  ------------  ----------  ---------------  -------------  ---------------  ------------

Balance,
   November 30, 1997 . .     3,787,500   $ 7,286,159   $       -   $       80,069   $           -  $     1,540,279  $ 8,906,507

Treasury stock acquired
    (Note 10). . . . . .       (39,000)            -    (182,759)               -               -               -      (182,759)

Unrealized gain on
  investment securities.             -             -           -                -          84,566               -        84,566

Net income . . . . . . .             -             -           -                -               -        9,586,850    9,586,850
                          -------------  ------------  ----------  ---------------  -------------  ---------------  ------------

Balance,
   November 30, 1998 . .     3,748,500     7,286,159    (182,759)          80,069          84,566       11,127,129   18,395,164

Treasury stock acquired
    (Note 10). . . . . .       (37,000)            -    (184,305)               -              -                -      (184,305)

Change in unrealized
  gain on investment . .             -             -           -                -         (18,446)              -       (18,446)
  securities

Net income . . . . . . .             -             -           -                -              -         1,798,352    1,798,352
                          -------------  ------------  ----------  ---------------  -------------  ---------------  ------------

Balance,
   November 30, 1999 . .     3,711,500     7,286,159    (367,064)          80,069         66,120       12,925,481    19,990,765

Treasury stock acquired
   (Note 10) . . . . . .      (102,106)            -    (298,061)               -              -                -      (298,061)

Common stock acquired. .    (2,232,566)   (6,621,034)          -          (80,069)             -      (10,683,665)  (17,384,768)
   from stock redeemed
   (Note 10)

Change in unrealized
   gain on investment. .             -             -           -                -        (66,120)               -       (66,120)
   securities
                                     -
Net loss . . . . . . . .             -             -           -                -              -          (50,121)      (50,121)
                          -------------  ------------  ----------  ---------------  -------------  ---------------  ------------

Balance,
   November 30, 2000 . .     1,376,828   $   665,125   $(665,125)  $            -   $          -   $    2,191,695   $ 2,191,695
                          =============  ============  ==========  ===============  =============  ===============  ============
</TABLE>

The Accompanying Notes are an Integral Part
of the Consolidated Financial Statements

<PAGE>
<TABLE>
<CAPTION>

TELESOFT  CORP.  AND  SUBSIDIARIES
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
FOR  THE  YEARS  ENDED  NOVEMBER  30,  2000,  1999  AND  1998



<S>                                                     <C>            <C>            <C>
                                                                2000           1999           1998
                                                        -------------  -------------  -------------

Increase (decrease) in cash and cash equivalents:

Cash flows from operating activities:
Cash received from customers . . . . . . . . . . . . .  $ 26,489,044   $ 26,737,413   $ 26,498,226
Cash paid to suppliers and employees . . . . . . . . .   (24,938,451)   (28,989,264)   (23,120,762)
Interest paid. . . . . . . . . . . . . . . . . . . . .      (128,238)          (270)        (1,277)
Interest received. . . . . . . . . . . . . . . . . . .       508,731        506,597        208,311
Income tax refund. . . . . . . . . . . . . . . . . . .       598,947              -              -
Income taxes paid. . . . . . . . . . . . . . . . . . .      (148,785)      (817,965)      (900,165)
                                                        -------------  -------------  -------------

Net cash provided (used) by operating activities
     of continuing operations. . . . . . . . . . . . .     2,381,248     (2,563,489)     2,684,333
                                                        -------------  -------------  -------------

Cash flows from investing activities:
Purchase of property and equipment . . . . . . . . . .      (597,558)      (578,912)      (617,037)
Cash received from sale of equipment . . . . . . . . .        11,433          7,653         27,951
Disbursements for notes receivable from related
   parties . . . . . . . . . . . . . . . . . . . . . .      (450,000)       (50,000)        (2,000)
Collection of notes receivable . . . . . . . . . . . .       500,000        373,153              -
Purchase of investment securities. . . . . . . . . . .    (1,500,000)    (6,616,250)    (7,350,000)
Sale of investment securities. . . . . . . . . . . . .    13,846,439      4,874,232     13,971,131
                                                        -------------  -------------  -------------

Net cash provided (used) by investing activities
     of continuing operations. . . . . . . . . . . . .    11,810,314     (1,990,124)     6,030,045
                                                        -------------  -------------  -------------

Cash flows from financing activities:
Purchases of treasury stock. . . . . . . . . . . . . .      (298,061)      (184,305)      (182,759)
Proceeds from debt - related parties . . . . . . . . .     2,825,000              -              -
Repayment of debt - related parties. . . . . . . . . .    (1,450,000)             -              -
Stock redemption . . . . . . . . . . . . . . . . . . .   (17,384,768)             -              -
                                                        -------------  -------------  -------------
Net cash used in financing activities of . . . . . . .
     continuing operations . . . . . . . . . . . . . .   (16,307,829)      (184,305)      (182,759)
                                                        -------------  -------------  -------------

Cash (used) provided by continuing operations. . . . .    (2,116,267)    (4,737,918)     8,531,619

Cash used in discontinued operations, including income
   taxes paid in the amount of $844,600 in 1999 and
   $3,866,100 in 1998. . . . . . . . . . . . . . . . .             -       (844,600)    (2,413,184)
                                                        -------------  -------------  -------------

Net (decrease) increase in cash and cash equivalents .    (2,116,267)    (5,582,518)     6,118,435

Cash and cash equivalents at beginning of fiscal year.     2,157,701      7,740,219      1,621,784
                                                        -------------  -------------  -------------

Cash and cash equivalents at end of fiscal year. . . .  $     41,434   $  2,157,701   $  7,740,219
                                                        =============  =============  =============
</TABLE>

The Accompanying Notes are an Integral Part
of the Consolidated Financial Statements

<PAGE>
<TABLE>
<CAPTION>

TELESOFT  CORP.  AND  SUBSIDIARIES
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  (CONTINUED)
FOR  THE  YEARS  ENDED  NOVEMBER  30,  2000,  1999  AND  1998



                                                       2000          1999          1998
                                                   ------------  ------------  ------------
<S>                                                <C>           <C>           <C>
Reconciliation of net (loss) income to net cash
    provided (used) by operating activities from
    continuing operations:

Net (loss) income . . . . . . . . . . . . . . . .  $   (50,121)  $ 1,798,352   $ 9,586,850
                                                   ------------  ------------  ------------

Adjustments to reconcile net (loss) income to net
    cash provided (used) by operating activities
    from continuing operations:

Loss from discontinued operations . . . . . . . .            -             -        68,428
Gain on sale of discontinued operations . . . . .            -      (549,309)   (8,565,700)
Income taxes payable and deferred taxes
   Related to sale of discontinued operations . .            -       486,900      (744,999)
Depreciation and amortization . . . . . . . . . .      619,660       545,590       486,481
Gain on sale of fixed assets. . . . . . . . . . .       (5,224)       (2,516)      (20,659)
Gain on sale of investment securities . . . . . .     (145,189)            -
Interest income included with note receivable . .            -        (2,294)      (21,525)

Changes in assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . .    1,747,723    (2,551,847)   (1,424,169)
Inventory . . . . . . . . . . . . . . . . . . . .      158,469       259,376      (269,574)
Other current assets. . . . . . . . . . . . . . .      157,764        38,853       (85,871)
Deferred taxes. . . . . . . . . . . . . . . . . .       92,400      (115,200)      534,500
Other assets. . . . . . . . . . . . . . . . . . .      (30,986)      (20,675)        5,227
Accounts payable and accrued liabilities. . . . .     (681,788)   (2,027,609)    2,957,442
Deferred revenue. . . . . . . . . . . . . . . . .      201,378       186,755        80,977
Income taxes payable. . . . . . . . . . . . . . .      203,900      (147,239)     (139,056)
Income taxes receivable . . . . . . . . . . . . .      113,262      (462,626)      235,981
                                                   ------------  ------------  ------------
                                                     2,431,369    (4,361,841)   (6,902,517)
                                                   ------------  ------------  ------------

Net cash provided (used) by operating activities
  from continuing operations. . . . . . . . . . .  $ 2,381,248   $(2,563,489)  $ 2,684,333
                                                   ============  ============  ============
<FN>


Supplemental  disclosure  of  investing  and  financing  activities:
--------------------------------------------------------------------

During  the  year  ended  November  30,  1998,  the  Company sold its 71% owned subsidiary,
Telesoft  Acquisition Corp. II, for $3,500,000 in cash and 479,387 shares of Winstar common
stock valued at $13,902,223 on the date of sale.  Expenses paid and accrued relating to the
sale  were  $2,094,205.

</TABLE>

The Accompanying Notes are an Integral Part
of the Consolidated Financial Statements
<PAGE>
Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements

1. SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

Telesoft  Corp.  (the  "Company"  or  "Telesoft"), an Arizona corporation, was
incorporated  on  May 4, 1982.  The Company provides four principal continuing
product  lines  and  services:  long distance and telecommunications division,
d.b.a.  Student  Telephone  Services  (STS);  Customized  Billing  Outsourcing
Services;  computer  software  and  hardware  sales,  d.b.a.  Sunbelt Business
Computers  (SBC);  and  its  telecommunications  audit  subsidiary,  Telesoft
Recovery  Corp  (TRC).    The long distance and telecommunications division is
primarily  involved  in long distance and telecommunication services to higher
education  institutions.    The  software  and  hardware division is primarily
involved  in  the  design,  distribution,  installation,  and  maintenance  of
computer  hardware  and  software  systems.

The  Company  originally  operated as B.P. & J Investors, Ltd., d.b.a. Sunbelt
Business Computers.  Effective April 12, 1995, the Company changed its name to
Telesoft  Corp.

PRINCIPLES  OF  CONSOLIDATION

The  consolidated financial statements include the accounts of Telesoft Corp.,
together  with  its  wholly  owned subsidiaries, Telesoft Acquisition Corp and
Telesoft  Recovery  Corp.,  and  its  former  71%  owned  subsidiary, Telesoft
Acquisition  Corp  II,  d.b.a.  GoodNet  ("GoodNet").    (See  Note  17)
All  significant  intercompany accounts and transactions have been eliminated.

USE  OF  ESTIMATES

The  preparation of financial statements in conformity with generally accepted
accounting  principles  requires  management to make estimates and assumptions
that  affect  the reported amounts of assets and liabilities and disclosure 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  could  differ  from  those  estimates.

CASH  AND  CASH  EQUIVALENTS

The Company considers all highly liquid investments purchased with an original
maturity  of  three  months  or  less  to be cash and cash equivalents for the
purposes  of  reporting  cash  flows.

<PAGE>
Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:  (CONTINUED)

INVESTMENTS

The  Company  has  classified  its  entire  investment  portfolio  as
available-for-sale  in  accordance  with  the  provisions  of  SFAS  No.  115,
"Accounting  for  Certain  Investments  in  Debt  and  Equity  Securities".
Available-for-sale  securities  are stated at fair value with unrealized gains
and  losses  included  in  shareholders'  equity.   The amortized cost of debt
securities is adjusted for amortization of premiums and accretion of discounts
to  maturity.    Such  amortization  is included in interest income.  Realized
gains  and  losses  are  included  in  other  income  (expense).   The cost of
securities  sold  is  based  on  the  specific  identification  method.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The  Company  has cash and cash equivalents, receivables, accounts payable and
accrued  liabilities  for which the carrying value approximates the fair value
due  to  the  short-term  nature  of  these  instruments.

LONG-LIVED  ASSETS

Statement  of  Financial  Accounting  Standards  No.121,  "Accounting  for the
Impairment  of  Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
("SFAS  121")  issued  by the Financial Accounting Standards Board ("FASB") is
effective  for  financial statements for fiscal years beginning after December
15,  1995.    The  standard  establishes  guidelines regarding when impairment
losses  on  long-lived  assets, which include plant and equipment, and certain
identifiable intangible assets, should be recognized and how impairment losses
should  be  measured.    The  Company  adopted  SFAS 121 during the year ended
November 30, 1997.  The Company does not believe any assets are impaired as of
November  30,  2000.

INVENTORY

Inventory  is  stated at the lower of cost, first-in, first-out (FIFO) method,
or  market.   Inventory quantities are reviewed periodically for obsolescence.

PROPERTY  AND  EQUIPMENT

     Property  and  equipment  are recorded at cost.  Depreciation is provided
for on the straight-line method over the estimated useful lives of the assets.
The  average  lives  range  from  three  to  seven years.  The gain or loss on
disposal  of  assets  is  reflected  in  earnings,  and  the  cost and related
accumulated  depreciation  are  removed  from  the  accounts.  Maintenance and
repairs  that  neither  materially  add  to  the  value  of  the  property nor
appreciably  prolong its life are charged to expense as incurred.  Betterments
or  renewals  are  capitalized  when  incurred.    Leasehold  improvements are
recorded  at cost and amortized over the shorter of the lives of the leases or
estimated  useful  lives.

COMPUTER  SOFTWARE  COSTS

     The  Company  capitalizes  software  development costs in accordance with
Financial  Accounting  Standards  Board Statement No. 86 ("FASB 86").  FASB 86
requires  software  development  costs  to  be  capitalized when technological
feasibility  is  reached  and discontinued when the product is ready for sale.
Software  development  costs not qualifying for capitalization are expensed as
research  and  development  costs.    Capitalized  costs  are  amortized  on
product-by-product  basis  using  the greater of the straight line method over
the  product's  remaining  estimated economic life or the ratio of the current
year's gross revenues to the total of a product's current year and anticipated
revenues.    The  Company evaluates the estimated net realizable value of each
software  product  at  each balance sheet date and records write-downs for any
products  for  which  net  book  value  is  in excess of net realizable value.

<PAGE>
Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

1.          SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:  (CONTINUED)

DEFERRED  REVENUE

Deferred  revenue  represents deferred income from maintenance contracts.  The
income  is  recognized  ratably  over  the  applicable lives of the respective
contracts.

INCOME  TAXES

     The  Company  accounts for income taxes in accordance with the provisions
of  SFAS No. 109, "Accounting for Income Taxes."  Under SFAS No. 109, deferred
income  taxes  are  recognized  for  the  tax  consequences  of  "temporary
differences"  by  applying  enacted  statutory  tax rates applicable to future
years  to differences between the financial statement carrying amounts and the
tax  bases  of  existing  assets  and  liabilities.

REVENUE  RECOGNITION

    The  Company  recognizes  revenues  as follows: System sales and software
revenues  are  recognized  when the equipment and software have been delivered
and  installed  in  accordance with AICPA Statement of Position 97-2 "Software
Revenue  Recognition" ("SOP 97-2").  Revenues from collection of long-distance
charges  are  recognized  as  the  charges  are incurred.  The Company accrues
revenues  from  customers  based  upon  actual  usage  as reported on billings
received  from  long-distance  carriers  and  estimates the amount of unbilled
revenues  based upon the number of days in the billing cycle and past usage by
customers.

STOCK  COMPENSATION

     In  October  1995,  the  Financial  Accounting  Standards  Board  issued
Financial Accounting Standard No. 123, Accounting for Stock-Based Compensation
("SFAS  No.  123"),  which became effective during the year ended November 30,
1997.  The Company has adopted the disclosure-only provisions of SFAS No. 123.

WARRANTIES

     The  Company offers a warranty of 90 days on hardware and software and an
extended  warranty  program  in  connection  with  the  Company's  service and
maintenance  programs.  The Company has not had any material claims made under
its  warranty  program  to  date.

 EARNINGS  (LOSS)  PER  SHARE

     Basic  earnings  per  share of common stock were computed by dividing net
earnings  by  the  weighted  average  number  of  common  shares.

    Diluted  earnings  per  share  are computed based on the weighted average
number  of  shares  of common stock and dilutive securities outstanding during
the  period.  Dilutive securities are options that are freely exercisable into
common stock at less than market exercise prices.  Dilutive securities are not
included  in  the  weighted  average  number  of  shares  when inclusion would
increase  the  earnings  per  share  or  decrease  the  loss  per  share.


<PAGE>
Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

1.          SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:  (CONTINUED)

ACCOUNTING  PRONOUNCEMENTS:

In  June  1998,  the  Financial Accounting Standards Board Issued SFAS No. 133
"Accounting  for  Derivative Instruments and Hedging Activities". SFAS No. 133
requires  companies  to recognize all derivative contracts as either assets or
liabilities in the balance sheet and to measure them at fair value. If certain
conditions  are  met,  a derivative may be specifically designated as a hedge,
the  objective  of which is to match the timing of gain or loss recognition as
the  hedging  derivative  with  the recognition of (i) the changes in the fair
value  of  the  hedged  asset or liability that are attributable to the hedged
risk  or  (ii) the earnings effect of the hedged forecasted transaction. For a
derivative  not  designated  as  a  hedging  instrument,  the  gain or loss is
recognized  in  income  in the period of change. SFAS No. 133 is effective for
all  fiscal years beginning after June 15, 2000. Historically, the Company has
not  entered  into  derivative contracts either to hedge existing risks or for
speculative  purposes.  The  Company  has  not  yet  evaluated  the  financial
statement  impact  of  adopting  this  new  standard.

2.   CONCENTRATION  OF  CREDIT  RISK:

     The  Company  maintains  cash balances at various financial institutions.
The  Federal  Deposit  Insurance Corporation insures deposits not in excess of
$100,000  on  deposit  at each institution.  At November 30, 2000, the Company
had  uninsured  cash  and  cash  equivalent  bank  balances  of  approximately
$335,000.

SUPPLIERS

     One  telecommunications  company  provides the Company with a significant
portion  of  its  long  distance  telecommunications  services.   Although the
Company  is  dependent  upon  this  supplier,  management  believes comparable
suppliers  are  available.    For the fiscal years ended November 30, 1999 and
1998,  fees  paid  to  this  company  totaled  approximately  $2,323,000  and
$2,640,000, respectively.  As of November 30, 2000, the outstanding amount due
to  the  service  provider  was  approximately  $252,000.

CUSTOMERS

     During  the years ended November 30, 2000, 1999 and 1998, the Company did
not  have  any  customers that accounted for greater than 10% of its revenues.

<PAGE>
Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

3.    INVESTMENT  SECURITIES:

     As  of  November 30, 2000, the Company had no investment securities.  The
Following is a summary of investment securities as of November 30, 1999:
<TABLE>
<CAPTION>

<S>                               <C>                <C>               <C>
                                  Cost               Gross             Estimated
                                                     unrealized gains  Fair Value

Available-for-sale securities:
U.S. Corporate Equity Securities  $         151,250  $    66,120       $   217,370
Municipal bonds. . . . . . . . .         12,050,000            -        12,050,000
                                  -----------------  -----------       -----------
                                  $      12,201,250  $    66,120       $12,267,370
                                  =================  ===========       ===========
</TABLE>


<TABLE>
<CAPTION>
Investment  income  for the years ended November 30, 2000, 1999 and 1998:

                                                  2000     1999         1998


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

Interest income. . . . . . . . . . . . . . . . .  $347,361  $  564,804  $292,295
Gross realized gains, included with continuing .   145,189         107        92
  operations
Gross realized gains, included with discontinued         -     607,009   371,130
  operations
                                                  --------  ----------  --------
                                                  $492,550  $1,171,920  $663,517
                                                  ========  ==========  ========
</TABLE>



<PAGE>
Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

4.      ACCOUNTS  RECEIVABLE:
<TABLE>
<CAPTION>

At November 30, 2000 and 1999, accounts receivable include billed and unbilled
amounts,  as  follows:


<S>                                  <C>          <C>
                                           2000         1999
                                     -----------  -----------
Billed. . . . . . . . . . . . . . .  $6,183,294   $8,275,609
Unbilled. . . . . . . . . . . . . .   1,977,356    1,661,928
                                     -----------  -----------
                                      8,160,650    9,937,537
Less:  allowance for uncollectibles    (423,437)    (452,601)
                                     -----------  -----------
                                     $7,737,213   $9,484,936
                                     ===========  ===========
</TABLE>



Unbilled  accounts receivable represent amounts earned but not billed for long
distance  telephone  service.

<TABLE>
<CAPTION>

At  November  30,  2000,  accounts  receivable  by  product  line  is  as  follows:

<S>         <C>            <C>        <C>              <C>        <C>        <C>
                STS        Custom     System Sales/    Recovery    Network      Total
            Outsourcing    Billing    Maintenance      Services   Services
            -------------  ---------  ---------------  ---------  ---------  -----------
Billed . .  $  3,380,226   $161,058   $    2,433,330   $ 206,848  $   1,832  $6,183,294
Unbilled .     1,967,706      9,650                -           -          -   1,977,356
Allowance.      (333,262)   (40,571)         (49,604)          -          -    (423,437)
            -------------  ---------  ---------------  ---------  ---------  -----------
Total, Net  $  5,014,670   $130,137   $    2,383,726   $ 206,848  $   1,832  $7,737,213
            =============  =========  ===============  =========  =========  ===========
</TABLE>




<TABLE>
<CAPTION>

At  November  30,  1999,  accounts  receivable  by  product  line  is  as  follows:

<S>         <C>            <C>        <C>              <C>        <C>        <C>
                 STS        Custom    System Sales/    Recovery   Network      Total
            Outsourcing    Billing    Maintenance      Services   Services
            -------------  ---------  ---------------  ---------  ---------  -----------
Billed . .  $  3,472,295   $366,156   $    4,380,521   $  28,629  $  28,008  $8,275,609
Unbilled .     1,630,428     31,500                -           -          -   1,661,928
Allowance.      (336,691)   (54,800)         (61,110)          -          -    (452,601)
            -------------  ---------  ---------------  ---------  ---------  -----------
Total, Net  $  4,766,032   $342,856   $    4,319,411   $  28,629  $  28,008  $9,484,936
            =============  =========  ===============  =========  =========  ===========
</TABLE>





5.          INVENTORY:
<TABLE>
<CAPTION>

At November 30, 2000, inventory consists primarily of finished products. November 30, 1999, inventory
consists of:
<S>                              <C>
Parts and equipment. . . . . . . $183,918
Finished products. . . . . . . .  182,876
                                 --------
                                 $366,794
                                 ========
 </TABLE>

<PAGE>

Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

6.          PROPERTY  AND  EQUIPMENT:
<TABLE>
<CAPTION>
At November 30, 2000 and 1999, property and equipment consists of:
                                                                        2000          1999
                                                                    ------------  ------------
<S>                                                                 <C>           <C>
Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 2,620,034   $ 2,229,851
Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       28,458        28,458
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . .      560,834       402,638
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . .       84,028        71,513
Property leased to others. . . . . . . . . . . . . . . . . . . . .      351,518       351,518
                                                                    ------------  ------------
                                                                      3,644,872     3,083,978
Accumulated depreciation and amortization. . . . . . . . . . . . .   (2,237,754)   (1,763,732)
                                                                    ------------  ------------
                                                                    $ 1,407,118   $ 1,320,246
                                                                    ============  ============
</TABLE>
     Depreciation  and  amortization  expense  from  continuing operations was
$504,477,  $400,295 and $338,917 for the fiscal years ended November 30, 2000,
1999 and 1998, respectively.  Depreciation expense, included with the net loss
from  discontinued  operations was $113,846 for the fiscal year ended November
30,  1998.

7.          COMPUTER  SOFTWARE  COSTS:
<TABLE>
<CAPTION>
At November 30, 2000 and 1999, computer software costs capitalized are:

                                    2000        1999
                                    ----------  ----------
<S>                                 <C>         <C>

Computer software . . . . . . . . . $ 987,885   $ 987,885
Accumulated amortization. . . . . .  (933,401)   (818,218)
                                    ----------  ----------
                                    $  54,484   $ 169,667
                                    ==========  ==========

</TABLE>
     Amortization  expense  from  continuing  operations  related  to computer
software  cost  during  the  years  ended November 30, 2000, 1999 and 1998 was
$115,183,  $145,295,  and  $145,480,  respectively.  There was no amortization
expense  attributable  to discontinued operations for the years ended November
30,  2000,  1999  and  1998.

8.          INTANGIBLES:
<TABLE>
<CAPTION>

At November 30, 2000 and 1999, intangibles consist of:
<S>                                                     <C>

Covenant not-to-compete-RATEX. . . . . . . . . . . . .  $ 25,000
Accumulated amortization . . . . . . . . . . . . . . .   (25,000)
                                                        ---------
                                                        $      -
                                                        =========

</TABLE>

     There  was  no  amortization  expense during the years ended November 30,
2000  and  1999.    Amortization  expense for continuing operations was $2,084
during  the  year  ended  November  30,  1998.    Amortization  expense  from
discontinued  operations  was $35,294 during the year ended November 30, 1998.

<PAGE>
Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

9.          INCOME  TAXES:
<TABLE>
<CAPTION>

The  components of the provision for (benefit from) income taxes for the years
ended  November  30,  2000,  1999  and  1998  consist  of:

                                   2000       1999       1998
                                ----------  --------  -----------
<S>                             <C>         <C>       <C>
Current. . . . . . . . . . . .  $(133,000)  $764,718  $5,347,917
Deferred . . . . . . . . . . .     92,400    172,782      47,600
                                ----------  --------  -----------
Provision for (benefit from) .  $ (40,600)  $937,500  $5,395,517
   income taxes
                                ==========  ========  ===========

Provision for (benefit from) .  $ (40,600)  $579,800  $  786,591
   income taxes attributable
   to continuing operations

Income tax benefit . . . . . .          -          -      (2,173)
   attributable to loss from
   operations of GoodNet
   subsidiary

Provision for income taxes . .          -    357,700   4,611,099
   attributable to Gain on
   disposal of GoodNet
   subsidiary
                                ----------  --------  -----------
Provision for (benefit from) .  $ (40,600)  $937,500  $5,395,517
   income taxes
                                ==========  ========  ===========


<CAPTION>

The  Company's  tax  expense  differs  from  the  expense calculated using the
statutory  federal  income  tax  rate  for  the  following  reasons:


<S>                                   <C>        <C>         <C>
                                          2000        1999       1998
                                      ---------  ----------  ---------
Expected . . . . . . . . . . . . . .  $(30,800)  $ 621,800   $637,891
Tax exempt interest income . . . . .   (31,100)   (148,400)   (55,000)
Non deductible portion of
     meals and entertainment . . . .     9,300      10,200      9,600
State taxes, net of federal benefit.    12,000      96,200    194,100
                                      ---------  ----------  ---------
Provision for (benefit from)
  income taxes attributable to
  continuing operations. . . . . . .  $(40,600)  $ 579,800   $786,591
                                      =========  ==========  =========
</TABLE>


<PAGE>

Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

9.          INCOME  TAXES:    (CONTINUED)
<TABLE>
<CAPTION>

The  income  tax  effect  of  temporary  differences between financial and tax
reporting  gives  rise  to  the  deferred income tax assets and liabilities as
follows:


<S>                                <C>         <C>
                                        2000       1999
                                   ----------  ---------
Current asset
Allowance for uncollectibles. . .  $ 177,800   $153,900
Deferred revenue. . . . . . . . .          -     19,000
Inventory allowance . . . . . . .     10,400     23,000
Timing differences from IRS audit        200     25,200
                                   ----------  ---------
                                     188,400    221,100
                                   ----------  ---------
Non-current liability
Accumulated depreciation. . . . .   (129,500)   (68,000)
Accumulated amortization. . . . .      5,400      5,800
Timing differences from IRS audit      2,200          -
                                   ----------  ---------
                                    (121,900)   (62,200)
                                   ----------  ---------
Net deferred tax asset             $  66,500   $158,900
                                   ==========  =========
</TABLE>

The  Company  believes that it is likely to realize the net deferred tax asset
subject  to  the  Company's  ability  to  generate  profits  in  the  future.
Accordingly,  no  valuation  allowance  has  been  provided.

<PAGE>
Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

10.          STOCKHOLDERS'  EQUITY:

SERIAL  PREFERRED  STOCK

The  Company  is  authorized  to  issue  10,000,000 shares of serial preferred
stock,  no  par value.  As of November 30, 2000 and 1999, there were no shares
issued  or  outstanding.

COMMON  STOCK  WARRANTS

During  the  year  ended  November 30, 1995, the Company issued 125,000 common
stock warrants to the underwriters of the Company's initial public offering in
exchange  for  $100.  The warrants were exercisable at $7.20 per warrant for a
period of four years beginning July 1, 1996.  As of November 30, 1999, 125,000
common stock warrants were outstanding.  As of November 30, 2000, these common
stock  warrants  expired.

DIVIDEND  POLICY

The Company has no limitations or restrictions for declaring dividends.  As of
November  30,  2000,  no  dividends  have  been  declared.

TREASURY  STOCK

The  Board  of  Directors  has  authorized  the repurchase of up to 10% of the
Company's  outstanding  stock.  During the years ended November 30, 2000, 1999
and  1998,  the  Company  repurchased 102,106, 37,000 and 39,000 shares of its
common  stock  on  the  open  market  for  $298,061,  $184,305  and  $182,759,
respectively.

SELF-TENDER  OFFER

On  February  3,  2000, the Company commenced an offer to repurchase up to 2.3
million  shares  of its common stock pursuant to a "Dutch auction" self-tender
offer.    On March 24, 2000, the tender offer expired.  Pursuant to the tender
offer,  the  Company  repurchased  a total of 2.3 million shares of its common
stock.  The  purchase price for the shares of common stock was $7.25 per share
and  the  proration factor was 60.22 percent.   The Company redeemed 1,938,816
common  shares  for    $14,056,416  and  351,352  common  stock  options  for
$1,112,674.    Included in the common shares redeemed were 1,031,663 shares of
the  Company's  common  stock  redeemed  from affiliates of the Company for an
aggregate  of  approximately  $7,480,000.

Additionally, the Company repurchased all 293,750 shares of common stock owned
by  Joseph  Zerbib for $2,129,688.  As of November 30, 2000, affiliates of the
Company  owned  695,837 shares or 50.5% of the outstanding common stock of the
Company.

Expenses  incurred  related  to  the  tender  offer  were  $85,991.

<PAGE>
Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

11.          STOCK  PLANS:

INCENTIVE  STOCK  OPTION  PLANS

Effective  February 1, 1995, the Board of Directors adopted the 1995 Incentive
Stock  Option  Plan (ISOP). Under the 1995 ISOP, a total of 264,000 shares are
reserved  for  issuance  at  the  discretion  of  the  compensation committee.
Effective  April  15, 1996, the Board of Directors adopted an additional stock
plan,  the 1996 ISOP.  This plan was approved by the shareholders on August 7,
1996.    Under  the  1996  Plan,  a  total  of 260,000 shares are reserved for
issuance  at  the  discretion  of  the  compensation  committee.

On  October 2, 1997, the Board of Directors adopted the 1997 Plan.  On May 15,
1998,  the  Board  of  Directors  amended  the  1997  Plan.  The 1997 Plan was
subsequently  approved  by  the  shareholders.    The  Board  of Directors has
authorized  1,000,000 shares for grant under the 1997 Plan.  Awards consist of
stock  options  (both  nonqualified options and options intended to qualify as
incentive  stock  options  under  Section  422 of the Internal Revenue Code of
1986,  as  amended),  restricted  stock  awards,  deferred stock awards, stock
appreciation  rights  and  other  stock-based awards, as described in the 1997
Plan.    The  1997  Plan  is administered by the Compensation Committee, which
determines the persons to whom awards will be granted, the number of awards to
be  granted  and  the  specific  terms  of  each  grant, including the vesting
thereof,  subject  to  the  provisions  of  the  1997  Plan.

In  October  1997, the Company granted options under the 1997 Plan to purchase
an  aggregate  of 233,500 shares of Common Stock, 129,500 shares of which were
granted  to  certain  employees of the Company at an exercise price of $2.9375
per  share and 104,000 shares of which were granted to the Company's executive
officers  at  an  exercise price of $3.23 per share.  As of November 30, 2000,
34,934  of  the  options  issued to employees were outstanding and none of the
executive officer options were outstanding.  The exercise price of the options
granted to the executive officers exceeded the fair market value of the Common
Stock  on  the  date  of  grant.  In February 1998, the Company granted 14,600
options  to employees at an exercise price of $4.25 per share, the fair market
value of the underlying shares at the date of grant.  As of November 30, 2000,
4,611  of  these  options  were  outstanding.    In December 1998, the Company
granted  25,000  options to employees at an exercise price of $4.875, the fair
market  value  at the date of grant.  20,070 of these options were outstanding
at  November  30, 2000.  In May 2000, the Company granted 59,157 options to an
employee  of the Company at an exercise price of $3.40, the average fair value
for  30  days  preceding the grant date.  The exercise price exceeded the fair
market  value  of the common stock on the date of grant.  All of these options
were  still  outstanding  at  November  30,  2000.

<PAGE>

Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

11.          STOCK  PLANS:  (CONTINUED)

1995,  1996,  AND  1997  RESTRICTED  STOCK  PLANS

The  Board  of Directors adopted the 1995 Restricted Stock Plan on February 1,
1995, the 1996 Restricted Stock Plan on April 15, 1996 and the 1997 Restricted
Stock  Plan on April 10, 1997.  The 1995 Restricted Stock Plan was approved by
the  stockholders  at  a  Special  Meeting  of Stockholders, which was held on
February  1,  1995.    The  1996  Restricted  Stock  Plan  was approved by the
stockholders  at  the  1996  Annual Meeting held on August 7, 1996.  No shares
were  granted  under  any  of the Restricted Stock Plans.  On May 15, 1998, in
connection  with  the  amendments  to  the  1997 Plan (which permits grants of
restricted stock awards), the Board of Directors determined that it was in the
best  interests of the Company to terminate the 1995, 1996 and 1997 Restricted
Stock Plans.  Any restricted stock awards that the Company may wish to make in
the  future  may  be  made  pursuant  to  the  1997  Plan.

The Company's stock plans, approved by the shareholders, provide for grants of
nonqualified  or  incentive  stock  options  and restricted stock awards.  All
plans  are  administered  by the Company and the Compensation Committee of the
Board  of  Directors  ("Committee") comprised of outside directors.  Incentive
stock  options may be granted under the 1995, 1996, and 1997 ISOP for terms of
up to ten years at an exercise price at least equal to 100% of the fair market
value  of the common stock as of the date of grant, and 85% of the fair market
value  in  the  case  of  nonstatutory  options, except that incentive options
granted  to any person who owns stock possessing more than 10% of the combined
voting  power  of  all  classes  of  the  Company's  stock or of any parent or
subsidiary corporations, must have an exercise price at least equal to 110% of
the  fair  market  value  of  the Company's common stock on the date of grant.
Options  granted become exercisable in installments of 25% per year commencing
one  year  from  the  date of grant or over a vesting period determined by the
Committee.

<PAGE>

Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

11.          STOCK  PLANS:    (CONTINUED)
<TABLE>
<CAPTION>

The following table summarizes stock option activity:
<S>                                                    <C>         <C>
                                                       Number of   Weighted Average
                                                       Shares      Exercise Price
                                                       ----------  -----------------

Outstanding at December 1, 1998 . . . . . . . . . . .    726,800   $            4.61
                                                          25,000               4.875
Granted
Exercised . . . . . . . . . . . . . . . . . . . . . .          -
Forfeited . . . . . . . . . . . . . . . . . . . . . .     (2,900)               3.04
                                                       ----------

Outstanding at November 30, 1999. . . . . . . . . . .    748,900                4.62

Granted . . . . . . . . . . . . . . . . . . . . . . .     59,157                3.40
Exercised . . . . . . . . . . . . . . . . . . . . . .   (338,810)             4.1974
Forfeited . . . . . . . . . . . . . . . . . . . . . .   (319,018)             5.2639
                                                       ----------
Outstanding at November 30, 2000                         150,229   $          3.7301
                                                       ==========

Options exercisable at November 30, 2000. . . . . . .     70,147   $          4.1811
</TABLE>
     Available  for  grant  at:  (a)
     November  30,  1999            775,100
     November  30,  2000          1,373,771

(a)          Available for grant includes shares that may be granted as either
stock  options  or  restricted  stock,  as  determined  by  the  Committee.
<TABLE>
<CAPTION>

Following  is  a  summary  of the status of options outstanding at November 30, 2000:

                                       Outstanding Options           Exercisable Options
                                       -------------------           -------------------
<S>              <C>               <C>             <C>              <C>     <C>
                                   Weighted                                  Weighted
                                   average           Weighted                Average
Exercise price.                    remaining         Average                 Exercise
 Range           Number            contractual life  Exercise price  Number  price
---------------  ----------------  ----------------  --------------  ------  ---------
3.00-$5.88 . .            30,353         6 years               4.44  30,353       4.44
2.94-$3.23 . .            34,934         7 years               2.94  17,509       3.05
4.00 . . . . .             1,104         7 years               4.00     604       4.00
4.25 . . . . .             4,611         8 years               4.25   1,611       4.25
4.88 . . . . .            20,070         9 years               4.88  20,070       4.88
3.40 . . . . .            59,157        10 years               3.40       -          -
---------------  ----------------  ----------------  --------------  ------  ---------
2.94 - $5.88 .           150,229         8 years     $         3.73  70,147  $    4.18
===============  ================  ================  ==============  ======  =========
</TABLE>


<PAGE>
Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

11.          STOCK  PLANS:    (CONTINUED)

OTHER  OPTIONS

No  other  options were granted during the years ended November 30, 2000, 1999
and  1998.

STOCK  BASED  COMPENSATION

All stock options issued to employees have an exercise price not less than the

fair  market  value  of  the  Company's common stock on the date of grant.  In
accordance  with  accounting  for  such  options utilizing the intrinsic value
method,  there  is  no  related compensation expense recorded in the Company's
financial  statements  for  the fiscal years ended November 30, 2000, 1999 and
1998.    Had  compensation  cost  for stock-based compensation been determined
based  on the fair value of the options at the grant dates consistent with the
method  of  SFAS  123, the Company's net income and diluted earnings per share
for  the  fiscal  years ended November 30, 2000, 1999 and 1998 would have been
reduced  to  the  pro-forma  amounts  presented  below:
<TABLE>
<CAPTION>

<S>                                      <C>        <C>         <C>
                                             2000         1999        1998
                                         ---------  ----------  ----------
Net (loss) income as reported . . . . .  $(50,121)  $1,798,353  $9,586,850
Pro-forma . . . . . . . . . . . . . . .  $(67,453)  $1,636,018  $9,572,002
Net (loss) income per share as reported  $  (0.02)  $     0.47  $     2.46
Pro-forma . . . . . . . . . . . . . . .  $  (0.03)  $     0.43  $     2.46

</TABLE>


The  fair  value  of  the  option  grants is estimated as of the date of grant
utilizing  the  Black-Scholes option-pricing model with the following weighted
average  assumptions  for  grants  in  2000,  1999  and 1998; expected life of
options of one to three years, expected volatility of 64% in 2000, 24% in 1999
and 37% in 1998, risk-free interest rates of 8%, and a 0% dividend yield.  The
weighted  average fair value at date of grant for options granted during 2000,
1999  and  1998  approximated  $1.08,  $1.03  and  $1.16,  respectively.

<PAGE>

Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

12.          RELATED  PARTY  TRANSACTIONS:

LEASE  COMMITMENT

The  Company  leased  its  office  facilities under a month-to-month operating
lease  agreement  from  the  former  President  of the Company.  Rent paid was
$55,824 for the fiscal year ended November 30, 1998.  In addition, the Company
paid  all  utilities,  insurance  and property taxes.  During January 1998 the
Company  vacated this space, however, based upon the agreement with the former
President,  the  Company  paid  rent  through  July  1998.

LINE  OF  CREDIT

At  November  30,  1999, the Company has an outstanding a 7%, $500,000 line of
credit  from  an officer.  The line of credit was secured by 572,500 shares of
the Company's common stock held by the officer.  The line of credit, including
accrued  interest, was repaid in full in April 2000.  As of November 30, 1999,
the  outstanding  balance  on  the  line  of  credit was $50,000.  There is no
outstanding  balance  on  this  line  of  credit  as  of  November  30,  2000.

RELATED  PARTY  DEBT

On  April  3,  2000, the Company entered into three $1,350,000 lines of credit
(total  of  $4,050,000),  payable on demand, bearing a term of one year and an
annual interest rate of 10%, with three officers of the Company.  Each line of
credit  is  secured  by  the assets of the Company.  The interest rate on this
debt  is  at  least as favorable as the Company could receive from third-party
lenders.   The Company has obtained several proposals from third-party lenders
bearing  effective  rates  in  excess  of  12%.
During  the  year ended November 30, 2000, interest expense in connection with
these  notes was $115,754.  As of November 30, 2000, borrowings outstanding on
the  line  of  were  $1,375,000  and  no  interest  was  due  on  the  notes.

13.          EMPLOYEE  BENEFIT  PLANS:

     The Company maintains a 401(k) profit sharing plan covering substantially
all  full-time employees. Under the terms of the plan, the employees may elect
to  contribute  a portion of their salary to the plan.  The Company has agreed
to  make  matching  contributions  equal to fifty percent of the first $500 in
deferred  compensation  plus  twenty-five  percent  of  deferrals in excess of
$1,000.   In addition, the Company may make discretionary contributions to the
plan.    For  the  fiscal  years  ended  November  30,  2000,  1999  and 1998,
contributions  were  $62,982,  $46,878  and  $37,085,  respectively.

<PAGE>
Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

14.          COMMITMENTS:

OFFICE  LEASE  COMMITMENTS

The  Company  is  obligated  under  long-term  operating  leases  for  office
facilities  through  the  year  2007.

As  of  November  30,  2000,  future  minimum  lease  payments  due  under the
non-cancelable  operating  lease  agreements  are  as  follows:
<TABLE>
<CAPTION>

              FISCAL YEAR ENDING
                 NOVEMBER 30,      AMOUNT
              -------------------  ------------
<S>           <C>                  <C>
              2001                 $    489,481
              2002                      465,609
              2003                      478,809
              2004                      492,009
              2005                      505,209
              Thereafter              1,066,820
                                   ------------
              Total                $  3,497,937
                                   ============
</TABLE>


Rent  expense  under  all operating leases, including the related party lease,
amounted  to approximately $386,224, $335,000 and $304,000 for the years ended
November  30,  2000,  1999  and  1998,  respectively.

15.          OPERATING  LEASES:

The Company was the lessor of equipment under operating lease agreements which
expired  in  June 2000.  The equipment had an original cost basis of $351,518.
Accumulated depreciation was $351,518 and $330,131 as of November 30, 2000 and
1999, respectively.  During the fiscal years ended November 30, 2000 and 1999,
the  Company  received rental income of $47,587.  During the fiscal year ended
November  30,  1998, the Company received rental income of $90,787 under these
agreements.

The  Company  was  also  the sublessor of office space in Tempe, Arizona.  The
lease  agreement expired in March 2000.  During the fiscal year ended November
30,  2000,  1999  and  1998,  the  Company  received  $37,065  and  $33,288,
respectively  under  this  agreement.


16.          RESEARCH  AND  DEVELOPMENT:

Research and development costs included in general and administrative expenses
for  the  fiscal years ended November 30, 2000, 1999 and 1998 were $1,168,000,
$1,424,000  and $622,000, respectively.  These costs have been expensed during
their  respective  fiscal  years.

<PAGE>

Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

17.    DISCONTINUED  OPERATIONS/SALE  OF  GOODNET

Effective  January  12,  1998,  the  Company  together  with  the  minority
shareholders  of  GoodNet,  entered  into  an  agreement  with  Winstar
Communications,  Inc.  ("Winstar")  to  sell  the  Company's Internet services
subsidiary,  GoodNet,  for  approximately  $22.0  million,  consisting of $3.5
million  cash and shares of common stock of Winstar having an aggregate market
value  of  approximately  $18.5  million.

Under  the  terms  of  the  agreement,  the  Company  received  approximately
$3,500,000  in  cash  plus  479,387 shares of Winstar restricted common stock,
which  had an aggregate fair market value of approximately $13.9 million as of
the  close  of  business  on  January 12, 1998.  After commissions and related
legal  expenses, the Company realized an approximate $13.2 million pretax gain
on  the  sale  in the first quarter of fiscal 1998.  Additionally, the Company
received  $235,000  in  cash  to  offset GoodNet's net cash disbursements from
December  12,  1997  through  the  date  of  the  sale.
The  results  of  operations  of  GoodNet  have  been  shown  as  discontinued
operations  in  the  accompanying  financial  statements.

<PAGE>

TELESOFT  CORP.  AND  SUBSIDIARIES
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS  (CONTINUED)

18. EARNINGS  PER  SHARE
<TABLE>
<CAPTION>
The  following  table  reconciles the numerators and denominators of the basic
and  diluted  earnings  per  share:

                                                      FOR THE YEAR ENDED NOVEMBER 30,
                                                      -------------------------------
<S>                                                   <C>          <C>         <C>
                                                      2000         1999        1998
                                                      -----------  ----------  -----------

<CAPTION>
BASIC EARNINGS PER COMMON SHARE:
----------------------------------------------------
NUMERATOR
(Loss) income from continuing operations               $(50,121)   $1,249,043  $1,089,578
Loss from operations of GoodNet subsidiary                    -             -     (68,428)
Gain on disposal of GoodNet                                   -       549,309   8,565,700
                                                      -----------  ----------  -----------
Net earnings (loss) available to common shareholders   $(50,121)   $1,798,352  $9,586,850
                                                      ===========  ==========  ===========
DENOMINATOR
Weighted average number of shares outstanding          2,123,879   3,713,601    3,784,793
                                                      ===========  ==========  ===========
PER SHARE AMOUNTS
(Loss) income from continuing operations                $(0.02)       $.33        $.29
Loss from operations of GoodNet subsidiary                 -           -          (.02)
Gain on disposal of GoodNet                                -          .15         2.26
                                                      -----------  ----------  -----------
Net earnings (loss) available to common shareholders    $(0.02)       $.48        $2.53
                                                      ===========  ==========  ===========
<CAPTION>
<S>                                                   <C>          <C>          <C>
DILUTED EARNINGS PER SHARE
----------------------------------------------------
NUMERATOR
(Loss) income from continuing operations . . . . . .  $  (50,121)  $1,249,043   $1,089,578
Loss from operations of GoodNet subsidiary . . . . .           -            -      (68,428)
Gain on disposal of GoodNet. . . . . . . . . . . . .           -      549,309    8,565,700
                                                      -----------  -----------  -----------
Net earnings (loss) available to common shareholders  $  (50,121)  $1,798,352   $9,586,850
                                                      ===========  ===========  ===========
DENOMINATOR
Weighted average number of shares outstanding. . . .   2,123,879    3,713,601    3,784,793
Effect of dilutive securities: . . . . . . . . . . .           -      339,700      342,500
Options and warrants
Stock acquired with proceeds . . . . . . . . . . . .           -     (221,234)    (239,260)
                                                      -----------  -----------  -----------
Weighted average common shares and assumed . . . . .   2,123,879    3,832,067    3,888,033
conversions outstanding
                                                      ===========  ===========  ===========

PER SHARE AMOUNTS
(Loss) income from continuing operations . . . . . .  $    (0.02)  $      .33   $      .28
Loss from operations of GoodNet subsidiary . . . . .           -            -         (.02)
Gain on disposal of GoodNet. . . . . . . . . . . . .           -          .14         2.20
                                                      -----------  -----------  -----------
Net earnings (loss) available to common shareholders  $    (0.02)  $      .47   $     2.46
                                                      ===========  ===========  ===========
</TABLE>

<PAGE>
Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

18.  EARNINGS  PER  SHARE:  (CONTINUED)

At November 30, 2000, warrants and options to acquire 150,229 shares of common
stock,  at  various  prices per share, were not included in the computation of
diluted  EPS  because  the  options  had  an  anti-dilutive  effect.
At November 30, 1999, warrants and options to acquire 535,200 shares of common
stock,  at  various  prices per share, were not included in the computation of
diluted  EPS  because the options' exercise price was greater than the average
market  price  of  the  common  shares.

At November 30, 1998, warrants and options to acquire 510,300 shares of common
stock,  at  various  prices per share, were not included in the computation of
diluted  EPS  because the options' exercise price was greater than the average
market  price  of  the  common  shares.


<PAGE>
Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

19.  SEGMENT  INFORMATION

The  Company's  products  and  services  are  broken  down  as  follows:

(1)  STS  Outsourcing  Program
(2)  Customized  Billing  Outsourcing  Services
(3)  System  Sales  and  Maintenance
     (a)  TelMaster  and  Telecommunications  Management  System  ("TMS")
     (b)  RATEX  Bookstore  Solution
     (c)  Distribution  Control  System  ("DCS")
     (d)  Software  and  Hardware  Recurring  Maintenance  Revenue
(4)  Telesoft  Recovery  Services  ("TRS")
(5)  Network  Services
<TABLE>
<CAPTION>

Following  is  selected  segment  information.  (in  thousands  except  per  share  items)

                    Year  ended  November  30,  2000              Year  ended  November  30,  1999
                    --------------------------------              --------------------------------

<S>                <C>      <C>      <C>       <C>     <C>      <C>      <C>     <C>     <C>        <C>   <C>
                            System                                       System          Network
                   STS      Sales    CBS       TRS     Total    STS      Sales   CBS     Services   TRS   Total
                   -------  -------  --------  ------  -------  -------  ------  ------  ---------  ----  -------
Sales, net. .      $15,991  $ 6,302  $    960  $1,360  $24,613  $19,816  $7,857  $1,404  $     165  $136  $29,378
Cost of sales       11,440    1,332        54       -   12,826   14,766   1,980      35          -     -   16,781
                   -------  -------  --------  ------  -------  -------  ------  ------  ---------  ----  -------
Gross profit.        4,551    4,970       906   1,360   11,787    5,050   5,877   1,369        165   136   12,597
                   -------  -------  --------  ------  -------  -------  ------  ------  ---------  ----  -------
General  &
 administrative
   expenses:
General . . . .      3,486    6,048       722   1,027   11,283    3,563   4,901   1,046        285   453   10,248
Depreciation. .        161      132        19       3      315      160     137      21          -     -      318
Bad debt. . . .        230       12         -       -      242      215       7      53          -     -      275
Corporate
  allocations:
General . . . .        151       87        27       6      271      195      52      17          1     1      266
Depreciation. .        136      136        33       -      305      101      99      23          5     -      228
                   -------  -------       ---  ------  -------  -------  ------  ------  ---------  ----  -------
                     4,164    6,415       801   1,036   12,416    4,234   5,196   1,160        291   454   11,335
                   -------  -------       ---  ------  -------  -------  ------  ------  ---------  ----  -------

Operating income. .    387   (1,445)      105     324     (629)     816     681     209       (126) (318)   1,262
    (loss)
Other income. . . .                                        538                                                567
                                                       -------                                            --------
Pretax income . . . .                                      (91)                                             1,829

Income tax provision.                                       41                                               (580)
                                                       -------                                            --------
Income (loss) from
  continuing operations                                $   (50)                                           $ 1,249
                                                       ========                                           ========
Diluted earnings
 (loss) per share-
  continuing operations                                $ (0.02)                                           $  0.33
                                                       ========                                           ========


</TABLE>

<PAGE>
Telesoft Corp. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)

20. QUARTERLY  FINANCIAL  DATA
(unaudited)/(in  thousands  except  per  share  amounts)

<TABLE>
<CAPTION>
                                                                        QUARTER ENDED
                                                --------------------------------------------------------
<S>                                             <C>                <C>         <C>          <C>
                                                FEBRUARY 29 (28)   MAY 31      AUGUST 31    NOVEMBER 30
                                                -----------------  ----------  -----------  ------------
2000
----
Net revenues . . . . . . . . . . . . . . . . .              7,022      6,485        3,116          7,990
Gross profit . . . . . . . . . . . . . . . . .              3,396      2,677        2,061          3,653
Income (loss) from continuing operations . . .                378       (223)        (553)           348
Income (loss) per share - continuing . . . . .  $            0.10     ($0.11)      ($0.40)  $       0.25
      operations, diluted
Income (loss) per share - continuing . . . . .  $            0.10     ($0.11)      ($0.40)  $       0.25
      operations, basic
Shares used in per share calculation - diluted          3,829,204  2,030,721    1,377,728      1,377,085
Shares used in per share calculation - basic .          3,711,500  2,030,721    1,377,728      1,377,085

1999
----
Net revenues . . . . . . . . . . . . . . . . .              7,802      7,224        3,966         10,386
Gross profit . . . . . . . . . . . . . . . . .              3,384      2,892        2,298          4,023
Income (loss) from continuing operations . . .                628        280         (241)           582
Income (loss) per share - continuing . . . . .  $            0.07     ($0.06)  $     0.16
      operations, diluted. . . . . . . . . . .  $            0.16
Income (loss) per share - continuing . . . . .  $            0.08     ($0.06)  $     0.15
      operations, basic. . . . . . . . . . . .  $            0.17
Shares used in per share calculation - diluted          3,867,837  3,711,500    3,711,500      3,711,500
Shares used in per share calculation - basic .          3,720,022  3,834,538    3,711,500      3,805,073
</TABLE>



Exhibit  21:  Subsidiaries  of  Registrant
<TABLE>
<CAPTION>


<S>                         <C>                    <C>
Name of Subsidiary          Date of Incorporation  State of Incorporation
--------------------------  ---------------------  ----------------------
Telesoft Acquisition Corp.  March 24, 1992          Arizona
Telesoft Recovery Corp.     April 13, 1999          Arizona
</TABLE>