U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   (Mark One)

(X) Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
    of 1934

    For the Quarterly Period Ended September 30, 2000

( ) Transition report under Section 13 or 15(d) of the Exchange Act


                        Commission File Number 000-29755

                                   SATX, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

<TABLE>
<CAPTION>
<S>                                                                                      <C>
                         Nevada                                                          87-0293479
                  --------------------                                          ---------------------------
           (State or Other Jurisdiction                                               (I.R.S. Employer
         Incorporation or Organization)                                               Identification No.)
</TABLE>

          4710 Eisenhower Boulevard, Suite B - 2, Tampa, Florida 33634
          ------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (813) 290-0911
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act 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 filing requirements for the past 90 days.

         Yes      X        No
             -----------      -------------

         There  were  72,242,492   shares  of  the  registrant's   common  stock
outstanding at September 30, 2000.

         Transitional Small Business Disclosure Format (check one):

         Yes               No      X
             ----------       ---------



<PAGE>
                                   SATX, INC.

                                      INDEX
<TABLE>
<CAPTION>


                                                                                                                   Page(s)
PART 1:           Financial Information

Item 1 -          Financial Statements
<S>                                                                                                                     <C>
                  Condensed Consolidated Balance Sheets - September 30, 2000 (unaudited)
                  and December 31, 1999                                                                                 3

                  Condensed Consolidated Statements of Operations - Three and Nine Months Ended
                  September 30, 2000 and 1999 (unaudited)                                                               4

                  Condensed Consolidated Statements of Cash Flows - Nine Months Ended
                  September 30, 2000 and 1999 (unaudited)                                                               5

                  Notes to Interim Condensed Consolidated Financial Statements                                     6   -   9

Item 2 -          Management's Discussion and Analysis of Financial Condition and
                  Results of Operations                                                                            10  -  12


PART II           Other Information                                                                                    13

SIGNATURES                                                                                                             14

EXHIBITS:

                  Exhibit 27 - Financial Data Schedule                                                                 15

</TABLE>



<PAGE>
                          PART 1. FINANCIAL INFORMATION

Item 1.   Financial Statements
                                   SATX, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               ASSETS
                                                                                 September 30, 2000  December 31, 1999
                                                                                 ------------------  -----------------
CURRENT ASSETS:                                                                      (unaudited)
                                                                                     -----------

<S>                                                                                   <C>           <C>
     Cash .........................................................................   $    79,662   $    98,826
     Accounts receivable, net of allowance for
       doubtful accounts of $283,631 for 2000,
       and 1,110 for 1999, respectively ...........................................        53,137        19,420
     Inventory ....................................................................       585,256       406,393
     Notes receivable .............................................................           -0-       256,491
     Prepaid expenses and other current assets ....................................     2,586,155        44,261
                                                                                      ------------  ------------
Total Current Assets ..............................................................     3,304,170       825,391
                                                                                      ------------  ------------
FIXED ASSETS ......................................................................     5,759,048        43,055
                                                                                      ------------  ------------
OTHER ASSETS
     Cost in excess of assets acquired, net .......................................     3,037,421           -0-
     Investments ..................................................................       165,000       165,000
     Notes receivable .............................................................       311,477           -0-
     Other assets .................................................................       388,830           -0-
                                                                                      ------------  ------------
Total Other Assets ................................................................     3,902,728       165,000
                                                                                      ------------  ------------
TOTAL ASSETS ......................................................................   $12,965,946   $ 1,033,446
                                                                                     ============  =============

                                                 LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
     Notes payable, current portion ...............................................   $   614,625   $   513,318
     Accounts payable and accrued expenses ........................................     6,127,042       592,294
                                                                                      ------------  ------------
Total Current Liabilities .........................................................     7,118,136     1,105,612
                                                                                      ------------  ------------
NON CURRENT LIABILITIES
     Notes payable ................................................................     7,283,375     1,073,318
     Less: Current portion ........................................................    (  614,625)   (  513,318)
                                                                                      ------------  ------------
Total Non Current Liabilities .....................................................     6,668,750       560,000
                                                                                      ------------  ------------
TOTAL LIABILITIES .................................................................    13,410,417     1,665,612
                                                                                      ------------  ------------
MINORITY INTERESTS IN SUBSIDIARY (Note 3)..........................................            -0-          -0-
                                                                                      ------------  ------------
SHAREHOLDERS' EQUITY
     Preferred stock, $.001 par value 20,000,000
       shares authorized, none issued
     Common stock, $.001 par value, 100,000,00
       shares authorized, 72,242,492 and 53,481,960
       issued for 2000 and 1999 respectively ......................................        72,242        52,008
     Paid in capital ..............................................................     8,861,592     2,979,911
     Accumulated deficit ..........................................................    (9,378,305)   (3,664,085)
                                                                                      ------------  ------------
Total Shareholders' (Deficit) .....................................................    (  444,471)   (  632,166)
                                                                                      ------------  ------------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY ..........................................   $12,965,946   $ 1,033,446
                                                                                     ============  =============

                            (See accompanying notes.)
</TABLE>

                                       -3-
<PAGE>
                                   SATX, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                              For the Three Months                Nine Months
                                                               Ended September 30                     Ended September 30
                                                              --------------------                   --------------------

                                                            2000                 1999                   2000             1999
                                                     -----------------    -----------------      ----------------  ---------------

<S>                                                  <C>                  <C>                    <C>               <C>
Revenues                                             $    567,364         $      22,208          $    624,506      $      22,208

Cost of goods sold                                        478,992                15,881               499,842             15,881
                                                     --------------       ---------------        --------------    ---------------

     Gross Profit                                          88,372                 6,327              124,664               6,327

Operating expenses:
     Selling, general and
       administrative expenses                          2,338,605               454,239             4,007,889            572,085
                                                     -------------        --------------         -------------     --------------

Operating loss                                       (  2,250,233)        (     447,912)          ( 3,883,225)     (     565,758)

Other income (expenses)
     Interest expense                                (    264,913)                  -0-           (   332,140)                -0-
                                                     -------------        --------------         -------------     --------------
                                                     (  2,515,146)        (     447,912)          ( 4,215,365)     (     565,758)

Minority interest in Subsidiary
     Company's loss (Note 3)                                  -0-                   -0-                    -0-                -0-
                                                     -------------        --------------         -------------     --------------

Loss before income taxes                             (  2,515,146)        (     447,912)          ( 4,215,365)      (     565,758)

Provision (credit) for income tax                             -0-                   -0-                    -0-                -0-
                                                     -------------        --------------         -------------     --------------

Net Loss                                             $( 2,515,146)         $(   447,912)          $(4,215,365)      $(    565,758)
                                                     ============         ===============        ==============     ===============

Basic & Diluted Loss
     Per share                                       $(       .04)         $(       .01)          $(      .07)      $(        .01)
                                                     -------------        --------------         -------------     --------------

Weighted Average
     shares outstanding                                69,178,598             50,323,120           59,492,342           49,823,070
                                                     ============         ===============        ==============     ===============

</TABLE>

                            (See accompanying notes.)

                                       -4-
<PAGE>
                                   SATX, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                            Nine Months
                                                                        Ended September 30

                                                                2000                               1999
                                                     -----------------------            -----------------------
Increase (Decrease) In Cash:

Cash Flow From Operating Activities
<S>                                                  <C>                                <C>
     Net loss for the period                         $(    4,215,365)                   $(       565,758)
     Non-cash expenses
       Depreciation and amortization                         297,579                               8,423-
       Common stock for services                           3,507,106                                  -0-
     (Increase) in notes receivable                  (       311,477)                                 -0-
     (Increase) in receivables                       (        33,717)                    (        33,208)
     (Increase) in inventories                       (       178,863)                    (       262,542)
     (Increase) in prepaid expenses
       and other assets                              (     2,930,724)                    (        99,765)
     Increase (Decrease) in accounts
       payable and accrued expenses                        5,534,748                              97,702
                                                     --------------------               ----------------------

Net Cash (Used) In Operations                              1,669,287                     (        855,148)
                                                     --------------------               ----------------------

Cash Flow From Investing Activities
     Investments                                                 -0-                     (        400,000)
     Purchase of Property And Equipment              (     5,715,993)                    (        217,195)
     Cost in excess of assets acquired               (     3,078,469)                                  -0-
     Minority interest in net assets acquired        (     1,498,855)                                  -0-
                                                     --------------------               ----------------------

Net Cash (Used) Provided
 From Investing Activities                           (    10,293,317)                    (        617,195)
                                                     --------------------               ----------------------

Cash Flow From Financing Activities
     Increase in notes payable                             6,210,057                              918,020
     Increase of common stock for cash                     2,394,809                              600,316
                                                     --------------------               ----------------------

Net Cash (Used) Provided
 From Financing                                            8,604,866                            1,518,336
                                                     --------------------               ----------------------

Net Increase (Decrease) In Cash                      (        19,164)                              45,993

Cash, Beginning of Year                                       98,826                                1,008
                                                     --------------------               ----------------------

Cash, End of Period                                  $        79,662                 $             47,001
                                                     ===================                ====================
</TABLE>

                            (See accompanying notes.)

                                       -5-
<PAGE>
                                   SATX, INC.
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

NOTE 1            DESCRIPTION OF COMPANY

     SATX,  Inc.,  the "Company" and its  Subsidiary,  DebitFone  International,
Inc.,  are  in  the  communications   technology   business.   The  Company  was
incorporated  June 28, 1972, in the State of Utah,  under the name Growth,  Inc.
After several subsequent changes in corporate structure, the Company amended its
Articles  of  Incorporation  to change its name to SATX,  Inc.  and  changed its
domicile to Nevada.

     The Company  currently  markets,  both  domestically  and  internationally,
prepaid cellular phones and global tracking devices.

     The accounting  policies followed by the Company are set forth in Note 2 to
the Company's annual report filed on Form 10-KSB for the year ended December 31,
1999.  Specific  reference  is made  to this  report  for a  description  of the
Company's securities and the notes to the financial statements included therein.

     In the opinion of management,  the accompanying unaudited interim condensed
financial statements of SATX, Inc., contain all adjustments necessary to present
fairly the  Company's  financial  position as of  September  30,  2000,  and the
results of its  operations  and cash  flows for the nine  month and three  month
periods ended September 30, 2000, and 1999.

     The results of operations  for the nine month and three month periods ended
September 30, 2000, and 1999, are not necessary  indicative of the results to be
expected for the full year.

     The Company  currently has insufficient  funds available for operations and
would be required to seek additional financing to supplement cash generated from
operations.  The Company is currently negotiating  substantial debt financing as
well as additional capital. There can be no assurance that additional funds will
be  available  to the  Company.  In the  event  the  Company  is unable to raise
additional funds, the Company could be required to either  substantially  reduce
or terminate its operations.

NOTE 2            BUSINESS COMBINATION

     In May, 1999,  SATX, Inc.  completed the acquisition of all of the stock of
its wholly-owned Subsidiary,  DebitFone International,  Inc. It traded 2,900,000
shares of Company  stock for all of  DebitFone's  stock,  valued at fair  market
value of approximately $.04 per share of the Company's common stock. The Company
has recorded the acquisition using the purchase method of accounting as follows:

                  Assets acquired                             $     116,000
                  Liabilities assumed                                   -0-
                                                              --------------
                  Acquisition price of assets                 $     116,000
                                                              ==============

     The assets purchased  included $92,353 of software  development costs which
were subsequently expensed as period costs during the remainder of 1999.

                                       -6-
<PAGE>
                                   SATX, INC.
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

NOTE 2            BUSINESS COMBINATION (CONT'D)

     The operations of DebitFone International,  Inc. have been reflected herein
on a  consolidated  basis for the period since  acquisition,  which includes the
period of June 1, 1999.

     Effective  May  23,  2000,   registrant   completed  an  acquisition   (the
"Acquisition") of 3,982,600 shares (the "ORA Shares") or approximately fifty-six
percent  (56%)  of  the  common  stock  of ORA  Electronics,  Inc.,  a  Delaware
corporation ("ORA"), from Ruth Cooper as an individual and trustee of the cooper
Living Trust (the "Trust"). ORA is an electronic company engaged in the business
of  developing  and marketing a wide range of cellular  accessories  and related
communication  products.  Prior to the Acquisition,  the Trust was the holder of
4,982,600  of the  issued  and  outstanding  shares  of  common  stock  of  ORA.
Registrant  purchased  3,982,600  of the ORA  Shares  from  the  Trust,  and the
remaining 1,000,000 shares were retained by the Trust.

     As  consideration  for the sale of the  3,982,600  ORA  Shares,  registrant
provided  the Trust,  on or before  closing  date of the  Acquisition,  with the
available  funds;  (ii) Four Hundred  Thousand  (400,000) shares of registrant's
common  stock;  and (iii) a  promissory  note in the amount of  $23,185.83  (the
"Purchase Note"). As additional consideration, registrant shall assume and shall
pay: (i) within  forty-five  (45)  calendar  days  following  the closing of the
acquisition,  all indebtedness now or hereafter accrued,  including interest and
penalties,  currently  aggregating  approximately Three Hundred Thousand Dollars
($300,000),  payable to ORA pursuant to a promissory  note dated March 31, 1996,
as amended,  restated  and  extended to March 31,  2000;  and (ii) when due, all
liabilities and obligations  arising out of or under a continuing guaranty dated
February 1, 1989,  given by Ruth  Cooper and Gershon  Cooper to a third party to
guaranty  the  repayment  of a secured  loan to ORA (the  "Mortgage  Guaranty").
Registrant's  obligation to pay the Purchase Note and to perform its obligations
under the ORA Agreement and related agreements is secured by a pledge of the ORA
Shares acquired in the Acquisition.

     The Company has  recorded  the  acquisition  using the  purchase  method of
accounting as follows:
<TABLE>
<CAPTION>


<S>                                                                         <C>
                           Assets acquired                                  6,632,290
                           Liabilities                                     10,748,877
                                                                        -------------
                           Deficit                                     (    4,116,576)
                           Percent acquired (56%)                      (    2,305,283)
                           Acquisition Price                                  773,186
                           Goodwill                                         3,078,469
</TABLE>




                                       -7-

<PAGE>
                                   SATX, INC.
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

NOTE 2            BUSINESS COMBINATION (CONT'D)

     The following unaudited pro forma data summarizes the results of operations
of the Company for the three and nine months ended  September 30, 2000 and 1999,
as if the above  acquisitions  had been  completed  on January 1, 1999.  The pro
forma data gives effect to the actual  operating  results prior to  acquisition.
The pro forma  results do not purport to be indicative of the results that would
have actually been achieved if the  acquisition had occurred on January 1, 1999,
or that may be achieved in the future.
<TABLE>
<CAPTION>

                                                                   For The Nine Months Ended September 30

                                                                         2000                               1999
                                                              -----------------------            --------------------------

<S>                                                           <C>                                <C>
                  Sales                                       $    1,683,956                     $    1,845,495
                  Net Loss                                      (  5,217,825)                     (   2,656,014)
                  Basic Net Loss Per Share                    $ (        .08)                    $(         .05)
</TABLE>

NOTE 3            MINORITY INTERESTS

     Minority  Interests  represents  approximately  forty-four  percent  of the
common  stock of ORA.  However,  the losses were  limited to the extent of their
equity  capital  and the excess  losses are  charged  against  majority  income.
Subsequently,  when the losses reverse,  the majority interests will be credited
with the amount of minority interest losses previously absorbed before credit is
made to the majority interests. This is in accordance with ARB 51, par. 15.

NOTE 4            POTENTIAL ACQUISITIONS

Shared Technologies Cellular, Inc.:

     Subsequent to the balance sheet date, the Company entered into an agreement
with Shared  Technologies  Cellular,  Inc.  (An OTBB  Company)  wherein both the
Company and Shared  Technologies will merge into a single entity with SATX, Inc.
contributing  four  shares of its stock  for each  share of Shared  Technologies
Cellular, Inc. stock.

     The completion of the transaction  requires  raising thirty million dollars
($30,000,000) in funding for the ongoing  operations and approval of both boards
of directors. The target date for completion of the merger is February, 2001.

Paradigm Manufacturing Inc.:

     In October,  1999, SATX, Inc. entered into a stock purchase  agreement with
Paradigm  Manufacturing,  Inc.,  which called for SATX,  Inc. to acquire all the
shares of Paradigm.  Although this  agreement was signed by both parties,  there
were still condition to be met before becoming final.

     In an agreement,  dated March 3, 2000, and a supplemental agreement,  dated
March 3,  2000,  the  parties  mutually  agreed to  rescind  the stock  purchase
agreement and consider it null and void. The agreement also outlined the parties
concurrence to finish the  development  and tooling of a prepaid phone for SATX,
Inc.

     As  part  of  the  original   agreement,   SATX,   Inc.   loaned   Paradigm
Manufacturing,  Inc. $256,491.  The supplemental agreement includes a promissory
note that calls for period  repayment  beginning  April 1, 2000,  with the final
payment by November 1, 2000. Interest is payable at 10% per annum.

     As of the report date,  Paradigm has not made any of the above payments and
is in default on this promissory note.

                                       -8-

<PAGE>
                                   SATX, INC.
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

NOTE 5            NOTES PAYABLE

     During the nine months  ended  September  30,  2000,  the Company  borrowed
$550,000 in short term demand notes due various individuals and bearing interest
at approximately 8%. Additionally, you may refer to SATX, Inc.'s 10K filed March
15, 2000, and ORA's 10K filed August 15, 2000.



                                       -9-

<PAGE>
Item 2.  -  Management's Discussion & Analysis of Financial
            Condition and Results of Operations

Introduction:

Although the Company's  seed  existence  dates back to 1972,  the essence of the
current  company  became viable in late 1995 with the  assignment of the one and
two-way paging Patent rights for remote signaling.  However, from 1996 until the
merger with DebitFone  International in 1999 there was little company  activity.
Since that time the  corporation  has been in a development  stage of operation.
Through the third  quarter the  Company's  primary  focus is the  maturation  of
products,  services  and  market  opportunities  for the  prepaid  cellular  and
GPS/Tracking business units.

In the debit phone unit the Company's  strategic  plan has been, and is, to sell
into  the  expanding  prepaid  portion  of  the  cellular  industry,   initially
concentrating  on USA  requirements.  This very large market niche  continues to
evolve as handsets,  protocols and infrastructures change  technologically.  The
Company's  intent is to compete  primarily by selling  product and  time-renewal
through  strategically  located  vending  machines and through  agent  channels.
Locking into specific  solutions and maturing the products and services required
has taken  significantly  more time than management  previously  estimated.  The
complexity continued to grow and the competitive cellular offerings continued to
demand  additional  evaluation  and  solutions  in  Company  product  and in the
delivery of support services. It is now anticipated that the Company can enter a
broad  market  with  competitive,   creative  solutions  by  year  end.  Several
directional  changes  will  have  been  incorporated,  and  development  of both
applicable handsets and customer service centers will continue, but the baseline
offering will be stabilized.  Alternative solutions for future introduction into
the marketplace continue to be investigated and evaluated. The Company currently
has funded a development  project for the technical  specifications  for prepaid
software in digital protocols. It is clear that such offerings will be mandatory
in the  future in order to  maintain a  competitive  posture.  In fact,  a major
factor in  schedule  delays has been the  efforts  surrounding  digital  prepaid
unique requirements.

The AlphaTrak  business unit has extended its product evaluation and development
cycle at the  expense of  short-term  device  sales,  but to benefit  medium and
long-term  effectiveness  and  competitiveness  in the user  markets  available.
Cost-effective  and  functionally   complete  solutions  for  GPS  location  and
follow-up  tracking  have been  virtually  non-  existent  in the  past.  Market
research  demonstrates  a  tremendous  international  market,  presently  in its
infancy,  but the Company  realizes  that it is  imperative to enter each of the
various  niche  markets  with the proper  product and  system-management  tools.
Additional  time is being  utilized  at the front end of the process to test and
evaluate   alternative   solutions,   and  also  to  finish   development  of  a
new-generation Company tracker offering. The new product should be deployable in
the USA markets and in Asia after year end.  Near-term  opportunities  exist and
are being pursued in both arenas, in addition to a search for strategic partners
to enhance performance and time to market.

The Company's  Patents  covering paging signals sent to remotely engage switches
and  communicate  responses  clearly  involve  applications  well beyond vehicle
disabling  and  tracking.   These  broad  market  applications  integrating  the
Company's technology with desired train, truck and cargo container functionality
are still being reviewed for future implementations.



                                      -10-

<PAGE>
Item 2.  -  Management's Discussion & Analysis of Financial
            Condition and Results of Operations
(Cont'd)

Introduction:
(Cont'd)

During the Second Quarter the Company completed the acquisition of a majority of
the outstanding common stock of ORA Electronics in Chatsworth, California. Their
prominent   participation   in  the  cellular   accessory   market  and  related
"intelligent"  electronic  communications systems provides significant synergism
with existing Company applications.  The ORA Engineering  capability also adds a
strong  presence  to  Company  development   efforts.  It  is  anticipated  that
co-dependent and co-development  tasks will continue to be defined.  Most of the
third  quarter  was  spent   evaluating   ORA's   strategic   focus  and  future
concentrations.

Technology remains the core Company focus in Communications applications. Market
opportunities  exist in broad arenas on an international  basis. More effort has
been  expended in R&D  activities  and in  systemic  solutions  than  previously
estimated,  but the Company remains very confident in the long-term benefits and
paybacks.  Line-of- Credit and Equity financing will continue to be exploited to
solve the short-term  development and longer-term growth  requirements.  Sources
for funding  continue to be available  given the tremendous  opportunities  that
exist  for the  Company,  and they are  presently  being  compared  for  Company
advantages.


Results of Operations:

As the Company continues to prepare for the market opportunity  described above,
as anticipated, it continues to incur losses. Its loss for the nine months ended
September  30,  2000 of  $3,616,914  was  considerably  larger  than the loss of
$(447,912) for the nine months ended  September 30, 1999.  This is due primarily
to increased overhead and personnel  necessary to implement the plan,  including
increased   consulting  fees,   personnel  and  legal  and  accounting  fees  of
approximately $1,290,000..  Additionally,  the loss increased due to acquisition
of ORA in the  amount  of  $761,665.  Because  of the  increased  borrowing  the
interest  expense for the nine months ended  September 30, 2000 has increased by
over  $332,000  compared  to the same  period  in 1999.  Of this,  approximately
$278,000 is  attributable  to ORA. In the coming months,  significant  cash flow
will be  needed  to  continue  to  fine-tune,  develop  and  implement  the plan
including that of its recently acquired subsidiary. Management continues to work
on both debt financing and capital raising activities to solve these needs.

Risks Associated With Year 2000 Problem:

Computer  systems  and  software  used by many  companies  were  required  to be
upgraded to accept four digit  entries to  distinguish  21st century  dates from
20th  century  dates.  Like  most  other  companies  using  computers  in  their
operations,  we ensured  that our  operations  were not  adversely  impacted  by
software or system  failures  related to the Year 2000 problem.  We reviewed our
internal computer and related information and operational systems to ensure Year
2000 compliance and have experienced no consequences due to untimely  resolution
of the Year 2000 problem.  However,  if our internal systems were not materially
affected by the Year 2000 problem, our business, financial condition and results
of operations  could be materially  adversely  affected if the  businesses  with
which we interact are disrupted by Year 2000  problems.  We have  discussed this
matter  with those  businesses  upon which we are most  dependent  and have been
assured that no material disruptions were experienced.


                                      -11-

<PAGE>
Item 2.  -  Management's Discussion & Analysis of Financial
            Condition and Results of Operations
(Cont'd)

Other:

Except for historical  information contained herein, the matters set forth above
are forward-looking statements that involve certain risks and uncertainties that
could  cause  actual  results  to  differ  from  those  in  the  forward-looking
statements.  Potential risks and uncertainties include such factors as the level
of  business  and  consumer  spending,  the  amount  of sales  of the  Company's
products,   the  competitive   environment  within  the  automotive  afer-market
industry,  the ability of the Company to continue to expand its operations,  the
level of costs  incurred in  connection  with the Company's  expansion  efforts,
economic  conditions and the financial  strength of the Company's  customers and
suppliers.  Investors  are  directed to consider  other risks and  uncertainties
discussed in documents  filed by the company  with the  Securities  and Exchange
Commission.


                                      -12-

<PAGE>
                           PART II - OTHER INFORMATION

Item 1.  -        Legal Proceedings

                  The  Company  is a  Defendant  in a  lawsuit  styled  NIGRO v.
                  SATELLITE  CONTROL  TECHNOLOGIES,  INC., ET AL.,  which is now
                  pending in the Los Angeles County  Superior  Court.  This is a
                  class action  lawsuit  filed by Nigro on behalf of himself and
                  others who owned SATX stock between  September  26, 1996,  and
                  October  7,  1997.  Plaintiffs  seek to  recover  damages  for
                  depreciation  of their  stock due to alleged  intentional  and
                  negligent  misrepresentation  of certain  former  officers and
                  directors of the Company. The alleged  misrepresentations  are
                  (i)  the  Company  had  substantial  purchase  orders  for its
                  AlphaTrak product line and (ii) the AlphaTrak product line was
                  viable  and would be  available  on the market in the first or
                  second  quarter  of 1997.  The case is  currently  in the very
                  early stages of discovery.  Based on the documentary  evidence
                  currently in the possession of the Company and interviews with
                  former officers, directors,  employees, and outside engineers,
                  it appears that the  allegations  are incorrect.  Based on the
                  facts presently available to counsel,  substantial recovery by
                  Plaintiffs appear unlikely.

Item 2.  -        Changes in Securities and Use of Proceeds
                  None

Item 3.  -        Defaults Upon Senior Securities
                  N/A

Item 4.  -        Submission of Matters to a Vote of Security Holders
                  None

Item 5.  -        Other Information
                  None

Item 6.  -        Exhibits and Reports on Form 8-K
         (a)      Exhibits
                  Exhibit 27 - Financial Data Schedule
         (b)      Reports on Form 8-K
                  None



                                      -13-

<PAGE>
                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has duly  caused  the  Report to be signed on its behalf by the
undersigned hereunto duly authorized.



Dated:   August 21, 2000                                 SATX, Inc.


                                                   By:   Merritt Jesson
                                                         President and Principal
                                                         Accounting Officer



                                      -14-