SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

For  the  Fiscal  Years  ended                     Commission  File  Number
December  31,  1999,  1998                                    0-11686

                     DYNAMIC SCIENCES INTERNATIONAL, INC.
         ---------------------------------------------------------
        (Exact name of Registrant as specified in its charter)

NEVADA                                                   94-3226065
--------------------------------                         ---------------
(State  or  other  jurisdiction                          (IRS  Employer
of  incorporation)                                       Identification  No.)

6130  Variel  Avenue
Woodland  Hills,_California  91367   (818)226-6245
------------------------------------ -------------
(Address of principal executive offices and telephone number)

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:

                                             Name  of  each  exchange
     Title  of  each  class                   on  which  registered
     ----------------------                   ---------------------
             None                                      None

Securities  registered  pursuant  to  Section  12(g)  of  the  Act.

       Common  Stock  -  $.00l  Par  Value
       $1.00  Cumulative  Convertible  Preferred  Stock  -  $.0l  Par  Value

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

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation  S-B  not  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-KSB
or  any  amendments  to  this  form  10-KSB.  [ ]

          The  Registrant's  revenues  for  its  most  recent  fiscal  year were
$1,230,551.  As  of  July,  2000  ,  the Registrant had 32,052,031 shares of the
Company's  Common  Stock  outstanding.  The aggregate market value of the voting
stock held by non-affiliates was $1,602,601 computed by reference to the average
of  the  low  bid  and  high  ask  prices  on  December  31,  1999.

                       Documents Incorporated By Reference

                                      NONE


<PAGE>
                           FORWARD LOOKING STATEMENTS

IN  ADDITION  TO  HISTORICAL  INFORMATION,  THIS  ANNUAL REPORT CONTAINS FORWARD
LOOKING  STATEMENTS  WHICH  WE  BELIEVE  ARE  WITHIN  THE MEANING OF THE PRIVATE
SECURITIES  LITIGATION  REFORM  ACT  OF  1995  AND  THE  COMPANY DESIRES TO TAKE
ADVANTAGE  OF  THE  "SAFE  HARBOR"  PROVISIONS THEREOF. THEREFORE THE COMPANY IS
INCLUDING  THIS  STATEMENT  FOR  THE  EXPRESS  PURPOSE  OF SUCH SAFE HARBOR WITH
RESPECT  TO  ALL SUCH FORWARD-LOOKING STATEMENTS. THE FORWARD-LOOKING STATEMENTS
IN THIS REPORT REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS
AND  FINANCIAL  PERFORMANCE.  THESE  FORWARD-LOOKING  STATEMENTS  ARE SUBJECT TO
CERTAIN  RISKS  AND UNCERTAINTIES, INCLUDING THOSE DISCUSSED HEREIN, WHICH COULD
CAUSE  ACTUAL  RESULTS  TO  DIFFER  MATERIALLY  FROM HISTORICAL RESULTS OR THESE
ANTICIPATED.  IN  THIS  REPORT  THE  WORDS "ANTICIPATES", "BELIEVES", "INTENDS",
"FUTURE"  AND  SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS CONTAINED
HEREIN,  WHICH  SPEAK  ONLY  AS  OF  THE  DATE HEREOF. THE COMPANY UNDERTAKES NO
OBLIGATION TO PUBLICLY REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS
OR  CIRCUMSTANCES  THAT  MAY  ARISE  AFTER  THE  DATE  HEREOF.

Item  1.     Business
--------     --------


Background
----------

Dynamic  Sciences International, Inc. (the "Company" or DSII was organized under
the  laws  of the State of Nevada as National Pay Telephone Corporation or "NPT"
on  August  8, 1983. According to its Articles of Incorporation, the Company may
engage  in  any  lawful  business.

DSII's  principal  business  is the development, manufacture and distribution of
high  technology, proprietary, electronic communication products. DSII sells its
products  on  a  worldwide  basis  to industrial customers, and U.S. and foreign
governmental  agencies.  Previously,  the  Company's  principal business through
December  16,  1986,  was  the  marketing,  service  and  maintenance of systems
utilizing  privately owned credit card pay telephones. On December 29, 1986, the
Company  completed the sale of the operating pay telephone assets and terminated
the  Company's  involvement  in this business. On December 16, 1986, the Company
completed  the  acquisition  of Dynamic Sciences, Inc., a California Corporation
("DSI")  by  merging  DSI  into  the  Company's  wholly  owned  subsidiary  NPT
Acquisition,  Inc.,  a  California  Corporation  ("NPTAC").  The shareholders of
Dynamic  Sciences were issued a new series of preferred stock (Series B-G) which
provided  for  68.6%  voting  control  of  the  Company.

At the July 10, 1987 Shareholders Meeting, the parent Company's name was changed
to  Dynamic  Sciences  International,  Inc.


                                        2
<PAGE>
Product  Summary
----------------

DSII has developed a suite of radio receiving, processing and display equipment,
which can be employed as individual units or configured into overall systems. An
important  market  for  DSIIs' receiving technology has developed as a result of
certain  requirements of the U.S. and allied governments relating to specialized
"Electronic  Warfare"  applications.



The  DSI-9000A
--------------

The  DSI-9000A is a computer automated receiving system, which permits extremely
sensitive  and  efficient  measurement,  test  and  analysis  associates  with
intercept/surveillance  applications  as  well  as test applications relating to
electromagnetic  radiation.  Complete  manual or automatic receiver operation is
provided,  and the computer, which manages the equipment, allows straightforward
access  to  and  control  of  a series of processing and display functions. DSII
supports the system with additional equipment, which extends the application and
utilization  of  the  system.  The  system operates in both laboratory and field
environments.

A  portion  of  the  market  for  this product has been created by the desire to
insure  that  electronic  devices  do not create electronic impulses that can be
"read." In that application, the product is used as a test device to insure that
equipment  being  used to communicate or process data which the government seeks
to  keep  private  conforms to allowable levels of signal radiation. The company
believes  it  possesses  a  market  position in this application superior to its
principal  competitors.


The  R-ll0  Receiver
--------------------

The  R-ll0  Wide  Range  Receiver  is  designed  for  both  field and laboratory
applications.  The  receiver  features  modular construction, permitting plug-in
addition of special circuits to tailor the device for a variety of applications,
including  surveillance  and  EMI  testing.

The  receiver  meets  the  needs  of  government  users  in domestic and foreign
markets.  The  Company continues to market and sell this receiver and a group of
related  products  worldwide.

The  R-1550  Receiver
---------------------

The  success  of  the  R-110 Receiver led to the possibility of developing a new
receiver  using  this  technology. The development was begun in 1996 to design a


                                        3
<PAGE>
replacement  for  the  DSI-9000  to  be  used for TEMPEST test applications. The
development  was  completed  in 1999, and the new receiver is being demonstrated
and  marketed  in  the United States, European NATO countries and Australia. The
sales  forecast  for  this  new  product  look  very  promising.


New  Product  Development
-------------------------

The   Company   operates   in  an  industry,  which  is  subject  to  continuous
technological  change.  The  Company  is  committed  to keeping its receiver and
computer  product lines current to the state-of-the-art with respect to customer
application requirements, as well as government agency technical specifications.
The Company continues to develop enhancement products for its product lines. The
required  Company-funded  development costs for both new product development and
continuing improvement to current products have been absorbed within the current
Company  cash  basis.

At  December  31, 1999, the Company had 5 employees partially engaged in Company
funded  research and development at its California facilities. During the fiscal
years  1999,  and  1998,  the  Company-funded   expenditures  for  research  and
development  were $174,683 and $130,219, respectively. This effort was primarily
directed  toward development of the R-1550 Receiver and new system software as a
replacement  for  the  DSI-9000.


Customers  and  Marketing
--------------  ---------

DSII  markets  its  products  in  the  United  States through its area sales and
technical  representatives,  and  supplies  substantial  marketing  support with
customer  demonstrations  and  trade  show  participation.  Customers are United
States Government agencies and contractors doing business with the United States
Government  and  commercial companies engaged in testing products for compliance
with  government  regulations.

International  sales  of  the  Company's  products are supported in each country
through  independent, local sales representatives. The sales representatives are
compensated  through  commissions.

The  following table illustrated the Company's sales expressed in dollars and as
a  percent  of total sales, by major geographic markets, for the past two fiscal
years.

                                      1999                         1998
                                      ----                         ----
Domestic                       $   456,781    37%           $   583,972    57%
International                  $   773,770    63%           $   437,673    43%


           TOTAL               $ 1,230,551   100%           $ 1,021,645   100%
                               -----------   ----           -----------   ----


                                        4
<PAGE>
DSII  generally  warrants  its  products  against  defects  in  materials  and
workmanship  for  one  year  from  date  of shipment. The Company sells extended
maintenance  contracts  for  software and hardware after that period. Primarily,
support  is  provided  by  technicians  and  engineers  from  DSII's  California
facility.  This team provides support and repair services to the total worldwide
installed  base  of  systems, except for the United Kingdom, where the Company's
representatives who have been trained by the Company over the past several years
augment  such  support.


Order  Backlog
--------------

The  Company's  order  backlog at December 31, 1999, was approximately $ 25,000.
Comparatively, backlog at December 31, 1998 was $ 500,000. Backlog includes only
firm  orders  for  which a delivery schedule has been specified by the customer,
and  for amounts specified in customer purchase orders. Substantially all orders
shown  in  the backlog at December 31, 1999 were scheduled for delivery in 2000.


Competition
-----------

The  Company  competes  in  the electromagnetic radiation measuring and analysis
market.  The  market  is sensitive to governmental agency (e.g., DOD, FCC, etc.)
regulations  and changes in the "state-of-the-art." The market for the Company's
products  is  not  subject  to any seasonal variations. The markets in which the
Company's  products compete range from single-function laboratory instruments to
manual  multifunction systems to automatic integrated systems. Additionally, the
Company  realizes substantial sales directly to the United States Government and
other  allied  governments  for  their  specific  applications.

Within  the  Company's  market,  two  competitors  are  identified:
Rhode  and  Schwartz,  Germany; Hewlett Packard Although both of these companies
possess  substantially larger economic resources, and have been suppliers to the
Company's  specialized  market for a longer period of time, the Company believes
it  can  compete  successfully  with  its  current and new products. The Company
relies  on its comparative performance advantages and flexibility in customizing
equipment and automated systems to customer requirements to allow it to continue
to  compete  favorably  in  the  marketplace and to offset any greater financial
resource  advantages  its  competitors  may  have.


                                        5
<PAGE>
Manufacturing
-------------

Dynamic  Sciences'  manufacturing  operations presently include the assembly and
testing  of  its  receiving  and  computer  devices,  and the integration of the
various  units  into  automated  systems.

Components  of  the  Company's  products  are  purchased  directly  from outside
vendors. Long lead time items may be ordered under OEM agreements and letters of
intent,  based  on  forecasts,  with  stipulated escape clauses and releases for
delivery  by purchase order; thus, the Company commitment for inventory is based
on  a  combination  of  firm  customer  sales  orders  and short-term forecasts.

The  Company  maintains  product  and  component  inventories  adequate  for its
short-term needs. Occasionally, shortages in discrete components occur which the
Company  has  solved  either  by  expediting deliveries or utilizing alternative
sources.

The  Company employed 9 personnel directly associated with product manufacturing
and  testing  at  December  31,  1999.


Patents  and  Trademarks
------------------------

The  Company  has  various rights, patents and trademarks for devices, products,
and  processes.


Employees
----------

At  December  31,  1999,  the  Company employed 15 persons, all in the   United
States.

The  Company  pays  wages  and  salaries that it believes are competitive in its
areas  of  operation;  and  has  group health, dental, and life insurance plans.
None of the Company's employees is represented by a labor union, and the Company
has  experienced  no  work  stoppages.

Item  2.     Properties
--------     ----------

In  November  1993,  the  Company  moved  its  principal  executive offices to a
facility  of approximately 16,000 square feet in Woodland Hills, California. The
Company's  lease  obligation on this facility expires in 1998, with an option to
renew  for  five  years.  The  company  has not renewed the lease. This move has
resulted  in  a  significant  reduction  in  rent.


                                        6
<PAGE>
Item  3.     Legal  Proceedings
-------             -----------

In  1995  and in subsequent years the Internal Revenue Service filed a Notice of
Federal  Tax  Lien  in  California,  and  Nevada for payroll taxes, interest and
penalties.  The  tax liability due at December 31, 1999 has been recorded in the
attached  financial  statements  in  both  current  and  long-term  debt.

The  Company is presently involved in litigation brought against the landlord, D
and  S  Distributors  and their insurance carrier, Truck Insurance Exchange, for
certain  damages  incurred  due  to  flooding  in  the  Company's  facility.


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

The  Company  did not submit any matter to a vote of its security holders during
the  quarter  ending  December  31,  1999.


                                        7
<PAGE>
                                     PART II


Item  5.     Market  for  the Registrants' Common_Equity and_Related Stockholder
--------     -------------------------------------------------------------------
             Matters
             -------

The  Company's  Common  Stock  is  traded  in the "pink sheets" under the symbol
"DYNS".  The  following  table sets forth the quotations as reported by a broker
who  makes  a  market  in  the  stock:

<TABLE>
<CAPTION>
                                Bid
                            ----------
  1998 Quarter Ended        High  Low
--------------------        ----  ----
<S>                         <C>   <C>
  March 31, 1998            0.05  0.01
  June 30, 1998             0.05  0.01
  September 30, 1998        0.05  0.01
  December 31, 1998         0.05  0.01

                                Bid
                            ----------
  1999 Quarter Ended        High  Low
--------------------        ----  ----
  March 31, 1999            0.09  0.01
  June 30, 1999             0.07  0.01
  September 30, 1999        0.13  0.04
  December 31, 1999         0.04  0.01
</TABLE>

The  quotations  shown above represent prices between dealers and do not include
retail  mark-up,  mark-down  or  commissions.

The  number  of record holders of Common Stock of the Company as of December 31,
1999,  was  approximately  2,500.

Holders  of  Common  Stock  are  entitled  to  receive  such dividends as may be
declared  by the Company's Board of Directors. The Company has paid no dividends
on  the Common Stock, and the Company anticipates that no dividends will be paid
in  the  foreseeable  future.

Dividends  on  the  $1.00  Series  A  Cumulative  Convertible  Preferred
Stock  are  payable  semiannually,  commencing  February  1,  1987,  at
$O.035  per  share  in  cash,  or  by  the  issuance  of  registered  Common
Stock.  Due  to  the  Company's  current  financial  position,  the
Company  has  not  declared,  and  has  been  prohibited  from  making  such
Dividend  payments  for  1999  and  1998.


Item  6.        Management's Discussion and Analysis of Financial  Condition and
--------------------------------------------------------------------------------
Results  of  Operations
-----------------------


                                        8
<PAGE>
Results  of  Operations
-----------------------

DSII's  results  of  operations  and  analysis  are  compared  below.

The  following  table  sets  forth  items  in  the  Consolidated  Statements  of
Operations.  The  discussion  following  compares  results of the two years as a
percentage  of net sales and a percentage increase or decrease of those items as
compared  to  the  prior  period.

<TABLE>
<CAPTION>
                            Statements of Operations
                    Two Year Period Ending December 31, 1999

                                            For the Year Ended December 31,
                                                  1999         1998
                                               -----------  -----------
<S>                                            <C>          <C>
Net Sales                                      $1,230,551   $1,021,646
Cost of Sales                                     767,930      751,817

Gross Profit                                      462,621      269,817

Operating Expenses:
  Research and Development
    Expenses                                      174,683      130,219
  Selling, General and Administrative
    Expenses                                      579,183      482,958
      Total Operating Expense                     753,866      613,177
      Income (loss) from operations              (291,245)    (343,348)

Other Income and Expenses
  Interest Expense                               (161,113)    (144,586)
  Interest Income                                       8           22
    Total other Income and Expenses              (161,105)    (144,586)
    Income (loss) before provision for taxes     (452,350)    (487,912)

Provision for Taxes
  Income Tax Provision                                800          800
    Total Provision for Taxes                         800          800

    Net Income (loss)                          $ (453,150)  $ (487,912)

    Basic Earnings (loss) per Share            $    (0.03)  $    (0.03)

    Diluted Earnings (loss) per Share          $    (0.01)  $    (0.01)
</TABLE>


                                        9
<PAGE>
                  Fiscal Year 1989 Compared to Fiscal Year 1988
                  ---------------------------------------------

Total  net sales for fiscal year 1999 increased $208,905 or 20% from fiscal year
1998  primarily  due  to  increased  unit  volume  of DSI-110 based systems. The
Company's  sales  volume  is affected by its dependence on a market generated by
governmental  agency  requirements.

Gross  profit  increased  by  $192,804  or  71%  from fiscal 1998 as a result of
increased  sales  with  only  a  small  increase  in  costs.

Research  and  development  costs  increased  $44,464  or  34%  from Fiscal 1998
to  1999. As  a  percentage  of  sales,  R & D   expenses increased  from  12.7%
in  1998  to  14%  in  1999.  The  increase  in dollars spent was the  result of
development  efforts  on  the  R-1550  Receiver.

Selling,  general  and  administrative  expenses  increased  $96,225 or 20% from
1998. As  a  percentage   of  sales,  those  expenses represented  47%  in  1998
and  47%  in  1999.

The  operating  loss  from  DSII  operations in 1998 of $487,912 was improved by
$34,762  to  an  operating  loss of $453,150 in 1999, an improvement of 7%. As a
percentage of sales, operating income was a loss of 48% in 1998 and 37% in 1999.
The  Company  capitalized    $ 225,571 in 1999 and $ 315,019 in 1998 in software
development  costs on new projects in 1999. These costs will be written off over
the  next  five  years.

Interest  expense  increased  $16,527  or  11%.

Liquidity  and  Capital  Resources
----------------------------------

At  December  31,  1999,  the  Company  was not encumbered by bank debt, and its
working capital was $231,688, a decrease of $417,150 from December 31, 1998. The
Company  is  presently committed to generating working capital requirements from
internal  operations,  while  external-financing  resources  will continue to be
pursued.  Due  to  the  nature  of  its  products,  the Company has been able to
negotiate  prompt  payment  schedules with some of its customers. The process is
expected  to  continue during 2000. Short-term liquidity problems have developed
due  to  delayed  sales  and the lack of external financing resources. Long-term
liquidity  would  be  dependent  on  achieving  sales  projections.


                                       10
<PAGE>
Effects  of  Inflation
----------------------


It  is  management's  position  that inflation has not had a significant adverse
effect  during  the  past year on the Company's business, and it does not expect
inflation  to have a significant adverse effect during the company's 1991 fiscal
year.


Industry  Trends
----------------

Management  is of the view that the market for its newer products is stable, and
believes  it  will  be able to improve its market share with the new R-l550 Wide
Range  Receiver.  However,  state-of-the-art  technology  will require continued
upgrading  and  new  development of the Company's basic products to maintain its
position  in  the  market.  In  order  to accomplish the future technology tasks
required,  external  debt financing or funded research contracts are required in
the  future  to  sustain  long-term  growth  of  the  Company.

Year  2000  Issue
-----------------

Because  many  computer  applications  have been written using two digits rather
than  four  to  define  the  applicable  year,  some date-sensitive software may
recognize  a  date  using  "00" as the year 1900 rather than the year 2000. This
year  2000  issue  could  result  in  system failures or miscalculations causing
disruptions  of  operations,  or  business  activities.

As  of  July 2000 we had no problems with the change to the year 2000. Thus far,
we  do not believe that there is any need for alternative plans to deal with the
year  2000  issue.


Item  7.     Financial  Statements  and  Supplementary  Data
--------     -----------------------------------------------

1.     Kevin  G.  Breard  Co.  audited years ended December 31, 1999,  and 1998.

Financial  statements  are  included  as  part  of  the  exhibits  in  Part  IV.

Item  8.     Changes  in  and  Disagreements  with  Accountants  on
-------      ------------------------------------------------------
             Accounting  and  Financial  Disclosures
             ---------------------------------------

None


                                       11
<PAGE>
                                    PART III

Item  9.     Directors  and  Executive  Officers  of  the  Registrant
--------     --------------------------------------------------------

The  Executive  officers  and  directors  of  the  registrant  are  as  follows:

<TABLE>
<CAPTION>
NAME                                      AGE          TITLE
----------------------------------------  ---  ----------------------
<S>                                       <C>  <C>
Eli I. Shiri .                             58  Chairman of the Board,
                                               Chief Executive Officer,
                                               Chief Financial Officer
                                               and Director

Robert M. Cooke, Jr.                       59  Vice President,
                                               General Manager,
                                               and Director
</TABLE>

Mr.  Shiri  was  appointed  a  Director  in August, 1988. He has previously been
Chairman  and  President  of  SNC Development Corporation, Inc. and Night Vision
Corporation,  and  became  President  and  Chief  Executive  Officer  and
Chief  Financial  Officer  in  1992.

Mr.  Cooke joined the Company in 1980 and was appointed Vice President of DSI in
October  1983.  In  February of 1991, Mr. Cooke was elected Director to fill the
existing  vacancy  on the Board. Previously, he was employed by Teledyne Systems
Company  and  Honeywell,  Inc.

Officers  and  directors  are  elected  on  an annual basis. The present term of
office for each director will expire at the next annual meeting of the Company's
shareholders or at such time as his successor is duly elected. Officers serve at
the  discretion  of  the  Board  of  Directors.  There  are  no  arrangements or
understandings  pursuant  to which any person has been or is to be selected as a
director.


                                       12
<PAGE>
Item  10.  Executive  Compensation  Cash  Compensation
---------  ---------  --------------------------------

The  following  table  sets  forth each of the most highly compensated executive
officers  and  directors  of  the Company and, as to all executive officers as a
group,  information  concerning  all  cash  compensation  from  the  Company for
services  in  all  capacities  during  the  fiscal year ended December 31, 1999.

<TABLE>
<CAPTION>
Names  of  Individual      Capacities                 Cash
or  Persons  in  Group     in  which  Served      Compensation*
----------------------     -----------------    -----------------
                                                  1999     1998
                                                --------  -------
<S>                        <C>                  <C>       <C>
Eli I. Shiri               Chairman, CEO        $ 84,000  $ 68,500
                           CFO, Director

Robert M. Cooke, Jr.       Vice President,
                           GM, Director         $ 82,000  $ 67,500

All executive officers
as a group (2 persons above)                    $166,000  $136,000
</TABLE>

*Amounts  paid  as  salary.

Directors  of Dynamic Sciences International, Inc. may receive cash compensation
for  their  services  as Directors. During fiscal 1999 and 1998, no compensation
for  directors  was  provided.

Stock  Option  Plans
--------------------

No  stock  option  plan  is  currently  in  effect.

Employment  Agreements
----------------------

No  employment  agreements  are  currently  in  effect.


Item  11.    Security  Ownership  of  Certain  Beneficial  Owners  and
--------     ---------------------------------------------------------
Management
----------

The  following  table  sets  forth, as of July 1, 2000, certain information with
respect  to  all those known by the company to be beneficial owners of more than
5%  of  its outstanding voting securities, all directors of the company, and all
officers  and  directors  of  the  Company  as  a  group.


                                       13
<PAGE>
The  Company's outstanding voting securities are its Common Stock and the Series
B-G  Preferred  Stock,  which  votes  at an equivalent of 3.525 shares of Common
Stock  for  each  share  owned.

<TABLE>
<CAPTION>
                                                                Beneficial
                        Shares    Percent  Shares of  Percent   Ownership
                          of        of        B-G       of      of Voting
Name and Address        Common     Class   Preferred   Class      Stock
--------------------  ----------  -------  ---------  --------  ---------
<S>                   <C>         <C>      <C>        <C>       <C>
Eli I Shiri           11,831,011     35.2    957,678      23.1       31.5
6130 Variel Ave.
Woodland Hills, CA.
91367

Robert M Cooke, Jr.    5,915,506     17.6     90,000       2.2       12.9
6130 Variel Ave.
Woodland Hills, CA
91367

Donald Kennedy              ----     ----    315,000       7.6        2.3
11551 Charisma Ct.
Camarillo, CA 93010

Phillip K. Hammond                           996,000       24         7.3
(Estate)
</TABLE>


Directors  and  executive  officers  as a group owned 17,746,517 of Common Stock
shares  and  1,034,988 Series B-G Preferred shares which represents 44.4% of the
voting  power  of  the  Company.


Item  12.      Certain  Relationships  and  Related  Transaction
---------      -------------------------------------------------

None


                                       14
<PAGE>
                                     PART IV


Item  13.  Exhibits1Financial  Statement  Schedules,  and  Reports  on  Form 8-K
---------  ---------------------------------------------------------------------

(a)  The  following  documents  are  filed  as  part  of  this  report:

Financial  Statements  from  Part  II,  Item  8.
---------------------

Financial  Schedules
--------------------

All  schedules  are  omitted since the required information is not present or is
not  present  in  amounts  sufficient  to require submission of the schedule, or
because  the  information  required  is included in the financial statements and
notes  thereto.  Prior  to  the reverse purchase and reorganization with DSI, no
such  schedules  were  required  to  be  filed.

Exhibits:
          2.1  Copy of the Plan and  Agreement  of merger by and among  National
               Pay Telephone Corporation, a Nevada corporation, NPT Acquisition,
               Inc., a California  corporation,  and Dynamic  Sciences,  Inc., a
               California  corporation  dated December 12, 1986, is incorporated
               by  reference  to the  Registrant's  Form 8-K filed  December 30,
               1986.

          2.2  Copy of the  Agreement  dated  September 22, 1986, by and between
               National Pay Telephone Corporation and Dynamic Sciences,  Inc. is
               incorporated by reference to the  Registrant's  Form 8-K filed on
               December 30, 1986.

          2.3  Copy of the Purchase and Sale Agreement  dated December 26, 1986,
               between National Pay Telephone Corporation and David J. Stein and
               associates,   Inc.,   is   incorporated   by   reference  to  the
               Registrant's Form 8-K filed on December 30, 1986.

          2.4  Financial  Statements  for  Affiliate  Company,   Phoebus  Secure
               Technologies  Corporation,  is  incorporated  by reference to the
               Registrant's Form 10-K for the year ended December 31, 1989.

          3.1  Copy of  Registrant's  Articles of  Incorporation  and  Amendment
               thereto is  incorporated  by reference  to SEC File  #2-86622-LA,
               Exhibit 3.1, filed on September 17, 1983.


                                       15
<PAGE>
          3.2  Copy of Registrant's  amended by-laws was filed as an Exhibit 3.1
               on Form  8-K  dated  December  30,  1986 and is  incorporated  by
               reference.

          4.1  Copy  of  Stock  Certificate  for  $1.00  Cumulative  Convertible
               Preferred Stock (Series "A"), is incorporated by reference to the
               Registrant's Form 10-K for the fiscal year ended July 31, 1986.

          4.2  Form of Certificate  of  Determination  for the $1.00  Cumulative
               Preferred  Stock is  incorporated  by reference to Exhibit 4.2 to
               Registration  Statement of the Registrant on Form S-l,  #33-5232,
               as filed on or about April 30, 1986.

          4.3  Copy of Stock  Certificate for Cumulative  Convertible  Preferred
               Stock   Series  "B-G"  is   incorporated   by  reference  to  the
               Registrant's Form 10-K for fiscal year end December 31, 1986.

          4.4  Copy of Certificate of Determination  (corrected)  filed with the
               Secretary  of  the  State  of  Nevada  in  connection   with  the
               Cumulative  Convertible  Preferred Stock Series "B-G." Conversion
               rights may be exercised for Series "C" on November 14, 1987;  for
               Series "D" on May 14, 1988;  for Series "E" on November 14, 1988;
               for Series "F" on May 14,  1989;  and for Series "G" on  November
               14,  1989.  This  document is  incorporated  by  reference to the
               Registrant's Form 10-K for fiscal year ended December 31, 1986.

         22.1  List  of  Subsidiaries  of  the  Registrant.


Form  8-K  Reports
------------------

There  were  no  filings made on Form 8-K during the quarter ending December 31,
1999.


                                       16
<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13, or 115(d) of the Securities Exchange
Act  of  1934,  the  Registrant  has duly caused this report to be signed on its
behalf  by  the  undersigned  thereunto  duly  authorized.

Date: 18 July 2000                       Dynamic  Sciences  International,  Inc.
     -----------

                                         By:/s/ Eli I. Shiri
                                            -------------------------------
                                              Eli  I.  Shiri
                                              Chairman  of  the  board

Pursuant to the requirements of 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.

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



 /s/ Eli I. Shiri               President,  CEO,  CFO   7/18/2000
------------------------------                       ----------------
                                and  Director
Eli  I.  Shiri                  (Principal  Executive  Officer)
                                (Principal  Financial  Officer)




 /s/ Robert M. Cooke           Vice President, General   7/18/2000
------------------------------                         ----------------
                               Manager  and  Director
Robert  M.  Cooke


                                       17
<PAGE>
                                  EXHIBIT 22.1
                                  ------------


List  of  Subsidiaries  of  the  Registrant.

1.    Turpin  Systems,  Inc.


                                       18
<PAGE>
                      DYNAMIC SCIENCES INTERNATIONAL, INC.
                                  AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 1999
                                       AND
                                DECEMBER 31, 1998


                                       19
<PAGE>
                              KEVIN G. BREARD, CPA
                           AN ACCOUNTANCY CORPORATION

To  the  Board  of  Directors  and  Shareholders
Dynamic  Sciences  International,  Inc.
Woodland  Hills,  California

                          Independent Auditor's Report
                          ----------------------------

I  have audited the accompanying consolidated balance sheets of Dynamic Sciences
International,  Inc.  and  Subsidiary  as  of December 31, 1999 and 1998 and the
related  consolidated  statements  of  operations  and  changes in stockholders'
equity,  and  changes  in  cash flows for the years then ended.  These financial
statements  are  the  responsibility  of  the  Company's  management.  My
responsibility  is  to express an opinion on these financial statements based on
my  audit.

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

In  my  opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  consolidated  financial positions of
Dynamic Sciences International, Inc.  and Subsidiary as of December 31, 1999 and
1998,  and the consolidated results of its operations and its cash flows for the
years  then  ended  in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
consolidated  financial  statements,  the  Company's  operations  to  date  have
resulted  in  substantial  net  losses of $453,150 and $487,912 during the years
ended  December  31,  1999  and  1998  respectively, and, as of those dates, had
working capital deficiencies of $916,666 and $455,977 respectively.  The Company
has a plan for the next twelve months.  First, the Company is seeking additional
financing through a private placement offering.  Second, the Company anticipates
an  increase  in  sales  through  the realization of new products that have been
primarily developed over the last three years.  The Company's ability to achieve
the  foregoing  element  of  its  plan,  which  may  be  necessary to permit the
realization  of assets and satisfaction of liabilities in the ordinary course of
business,  is  uncertain.  These  conditions  raise  substantial doubt about the
Company's  ability to continue as a going concern.   The financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

/s/  Kevin  Breard,  CPA
Northridge,  California
May  18,  2000


                                       20
<PAGE>
<TABLE>
<CAPTION>
                      DYNAMIC SCIENCES INTERNATIONAL, INC.
                               AND SUBSIDIARY
                          CONSOLIDATED  BALANCE  SHEETS

                                   ASSETS
                                                           DECEMBER  31,
                                                      ----------------------
Current assets                                           1999        1998
                                                                    ------------  ------------
<S>                                                                 <C>           <C>
Accounts receivable, net                                            $     5,465   $    70,234
Inventories                                                             912,647       985,143
Prepaid expenses and other current assets                                65,410        88,482
                                                                    ------------  ------------
  Total current assets                                                  983,522     1,143,859
Fixed assets
Property and equipment, net of $310,195 and $273,871
  accumulated depreciation                                               69,929       102,888
                                                                    ------------  ------------
  Total fixed assets, net                                                69,929       102,888
                                                                    ------------  ------------
Other assets
Other intangible assets, net of amortization                          1,546,047     1,517,681
Deposits                                                                  8,000           400
                                                                    ------------  ------------
  Total other assets                                                  1,554,047     1,518,081
                                                                    ------------  ------------
    TOTAL ASSETS                                                    $ 2,607,498   $ 2,764,828
                                                                    ============  ============

               LIABILITIES  &  STOCKHOLDERS'  EQUITY

Current liabilities
Bank overdraft                                                      $     1,862     $  13,648
Accounts payable                                                        133,573       120,856
Payroll taxes payable                                                 1,233,011       983,192
Income taxes payable                                                      1,600           800
Deferred income                                                          42,113        70,423
Current portion of long term debt                                         5,282        88,947
Other accrued liabilities                                               482,747       321,970
                                                                    ------------  ------------
  Total current liabilities                                           1,900,188     1,599,836
Long-term liabilities
Payable to related party, non-interest bearing                          472,567       472,567
Long-term debt, net of current portion                                    3,075         7,607
                                                                    ------------  ------------
  Total long-term liabilities                                           475,642       480,174
                                                                    ------------  ------------
    TOTAL LIABILITIES                                                 2,375,830     2,080,010
Stockholders' equity
Preferred stock, $.01 par value, 10,000,000 shares authorized
  Series A -- outstanding 2,935,000, stated at par                    1,442,697     1,442,697
  Series B to Series G -- outstanding 4,144,188 after deducting
    1,855,800 canceled shares in treasury, started at par                60,000        60,000
Common stock, $.001 par value, 250,000,000 shares authorized
  32,052,031 issued and outstanding including
  17,746,517 subscribed, stated at par                                   32,052        32,052
Additional paid-in capital                                              447,978       447,978
Notes receivable from shareholders, non-interest bearing               (159,719)     (159,719)
Retained deficit                                                     (1,526,208)   (1,073,058)
Less treasury stock, at cost, 1,855,800 Preferred stock B-G shares      (65,132)      (65,132)
                                                                    ------------  ------------
  TOTAL STOCKHOLDERS' EQUITY                                            231,668       648,818
                                                                    ------------  ------------
  TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                          $ 2,607,498   $ 2,764,828
                                                                    ============  ============

     The  accompanying notes are an integral part of these financial statements.
</TABLE>


                                       21
<PAGE>
<TABLE>
<CAPTION>
                      DYNAMIC SCIENCES INTERNATIONAL, INC.
                                  AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS

                                                                FOR THE YEAR
                                                          ------------------------
                                                             ENDED  DECEMBER  31,
                                                          ------------------------
REVENUE                                                      1999         1998
                                                          -----------  -----------
<S>                                                       <C>          <C>
Sales                                                     $1,230,551   $1,021,646
                                                          -----------  -----------
  TOTAL REVENUE                                            1,230,551    1,021,646

  TOTAL COST OF SALES                                        767,930      751,817
                                                          -----------  -----------

    GROSS PROFIT                                             462,621      269,829

OPERATING EXPENSES
Selling, general, and administrative                         579,183      482,958
Research & development net of new software                   174,683      130,219
                                                          -----------  -----------
  TOTAL OPERATING EXPENSE                                    753,866      613,177
                                                          -----------  -----------
    INCOME (LOSS) FROM OPERATIONS                           (291,245)    (343,348)

OTHER INCOME AND EXPENSES
Interest expense                                            (161,113)    (144,586)
Interest income                                                    8           22
                                                          -----------  -----------
  TOTAL OTHER INCOME AND EXPENSES                           (161,105)    (144,564)
                                                          -----------  -----------
    INCOME (LOSS) BEFORE PROVISION FOR TAXES                (452,350)    (487,912)

PROVISION FOR TAXES
Income tax provision                                             800          800
                                                          -----------  -----------
  TOTAL PROVISION FOR TAXES                                      800          800
                                                          -----------  -----------

    NET INCOME (LOSS)                                     $ (453,150)  $ (488,712)
                                                          ===========  ===========

    BASIC EARNINGS (LOSS) PER SHARE                       $    (0.03)  $    (0.03)
                                                          ===========  ===========

    DILUTED EARNINGS (LOSS) PER SHARE                     $    (0.01)  $    (0.01)
                                                          ===========  ===========

  The  accompanying notes are an integral part of these financial statements.
</TABLE>


                                       22
<PAGE>
                      DYNAMIC SCIENCES INTERNATIONAL, INC.
                                  AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                               FOR  THE  YEAR
                                                           ----------------------
                                                            ENDED  DECEMBER  31,
                                                           ----------------------
CASH FLOWS FROM OPERATING ACTIVITIES                          1999        1998
                                                           ----------  ----------
<S>                                                        <C>         <C>
Net income (loss)                                          $(453,150)  $(488,712)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation                                                  36,324     107,032
Amortization                                                 197,204     197,204
Issuance of common stock for rent expenses                         -       1,000
Issuance of additional paid-in capital for rent expenses           -      82,489
(Increase) decrease in:
  Accounts receivable                                         18,053      85,075
  Allowance for doubtful accounts                             46,716      23,936
  Inventory                                                   72,496      96,708
  Prepaid expenses                                            23,072     (85,673)
(Decrease) increase in:
  Accounts payable                                            12,717     (77,242)
  Income taxes payable                                           800         800
  Payroll taxes payable                                      249,819       4,261
  Unearned income                                            (28,310)    (37,536)
  Other liabilities                                          160,777     321,970
                                                           ----------  ----------
    Total adjustments                                        789,668     720,024
                                                           ----------  ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                    336,518     231,312
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment                                         (3,364)    (11,229)
Decrease in deposits                                          (7,600)      3,150
Deferred software costs                                     (225,571)   (315,019)
                                                           ----------  ----------
NET CASH USED IN INVESTING ACTIVITIES                       (236,535)   (323,098)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank overdraft                                       -      13,648
Proceeds from issuance of short-term debt                          -      88,947
Repayment of bank overdraft                                  (11,786)          -
Repayment of short term debt                                 (83,665)          -
Repayment of short term debt related party                         -      (2,000)
Repayment of long term debt                                   (4,532)     (8,809)
                                                           ----------  ----------
NET CASH FLOWS (USED) PROVIDED BY FINANCING ACTIVITIES       (99,983)     91,786
                                                           ----------  ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               -           -
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR             -           -
                                                           ----------  ----------
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR           $       -   $       -
                                                           ==========  ==========

   The accompanying notes are an integral part of these financial statements.
</TABLE>


                                       23
<PAGE>
                      DYNAMIC SCIENCES INTERNATIONAL, INC.
                                  AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS

SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOW  INFORMATION
                                              For  the  Year
                                            --------------------
                                             Ended December 31,
                                            --------------------
Cash paid during the period for                1999      1998
                                            ---------  ---------
    Interest                                $   3,600  $     -0-
    Income taxes                            $     -0-  $     -0-

Noncash investing and financing transactions

  Issuance of common stock in the year ended December 31, 1998
 for $83,489 in rent Expenses
    Common stock                            $   1,000
    Additional paid-in capital                 82,489
                                            ---------
                                            $  83,489
                                            =========

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


                                       24
<PAGE>
<TABLE>
<CAPTION>
                      DYNAMIC SCIENCES INTERNATIONAL, INC.
                                  AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                   Preferred  Stock
                      -----------------------------------------                                                      Treasury Stock
                            Series  A          Series B to G        Common Stock     Additional               Notes         Series
                      --------------------------------------------------------------  Paid-in   Accumulated  Receivable    B to G
                       Shares      Amount     Shares    Amount    Shares     Amount   Capital     Deficit   Shareholders  Preferred
                      ---------  ----------  ---------  -------  ----------  -------  --------  ------------  ---------  ----------
<S>                   <C>        <C>         <C>        <C>      <C>         <C>      <C>       <C>           <C>        <C>
CONSOLIDATED BALANCES,
DECEMBER 31, 1997
(UNAUDITED)           2,935,000  $1,442,697  4,144,188  $60,000  31,052,031  $31,052  $365,489   $(584,346)   $(159,719)  $(65,132)

Common stock issued
for rent                      -           -          -        -   1,000,000    1,000    82,489            -           -          -

Net income (loss)             -           -          -        -           -        -         -     (488,712)          -          -
                      ---------  ----------  ---------  -------  ----------  -------  --------  ------------  ----------  ---------

CONSOLIDATED BALANCES,
DECEMBER 31, 1998     2,935,000  $1,442,697          -  $60,000  32,052,031  $32,052  $447,978  $(1,073,058)  $(159,719)  $(65,132)

Net income (loss)             -           -          -        -           -        -         -     (453,150)          -          -
                      ---------  ----------  ---------  -------  ----------  -------  --------  ------------  ----------  ---------

CONSOLIDATED BALANCES,
DECEMBER 31, 1999     2,935,000  $1,442,697  4,144,188  $60,000  32,052,031  $32,052  $447,978  $(1,526,208)  $(159,719)  $(65,132)
                      =========  ==========  =========  =======  ==========  =======  ========  ============  ==========  =========

                           The accompanying notes are an integral part of these financial statements.
</TABLE>


                                                                      25
<PAGE>
                      DYNAMIC SCIENCES INTERNATIONAL, INC.
                                  AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

NOTE  1:  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES
          ----------------------------------------------------

General

Dynamic  Sciences  International,  Inc.  and  subsidiary (the Company) is in the
business of developing, manufacturing and marketing of government and commercial
electronics  equipment,  primarily  in  the  radio communications industry.  Its
principal  products  have  been  used  for testing.  It has recently developed a
surveillance  suite  of  products  that,  the  Company believes, will expand its
market.

The consolidated financial statements do not include any adjustments relating to
the  recoverability  and  classification of asset carrying amounts or the amount
and  classification of liabilities that might be necessary should the Company be
unable  to  continue  in  existence.

Going  Concern

The  Company's  operations  to  date  have resulted in substantial net losses of
$453,150  and  $487,912  during  the  years  ended  December  31,  1999 and 1998
respectively,  and,  as  of  those  dates,  had  working capital deficiencies of
$916,666  and $455,977 respectively.  The Company has a plan for the next twelve
months.  First,  the  Company  is seeking additional financing through a private
placement  offering.  Second,  the  Company  anticipates  an  increase  in sales
through  the realization of new products that have been primarily developed over
the last three years.  The Company's ability to achieve the foregoing element of
its  plan,  which  may  be  necessary  to  permit  the realization of assets and
satisfaction  of  liabilities  in the ordinary course of business, is uncertain.
These conditions raise substantial doubt about the Company's ability to continue
as  a  going  concern.   The financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.

Summary  of  Significant  Accounting  Policies

The  presentation  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  revenue  and  expenses  during the reporting period.
Actual  results  could  differ  from  those  estimates.

The  accompanying  consolidated  financial  statements  include  the accounts of
Dynamic  Sciences  International,  Inc.  (DSII) and its wholly owned subsidiary,
Turpin  Systems,  Inc.,  both  are  Nevada  Corporations.  All  significant
intercompany  accounts  and  transactions have been eliminated in consolidation.
The  Parent and the Subsidiary have allowed borrowing and lending on an interest
free  basis.

The  Company  considers  all  highly liquid investments with a maturity of three
months  or  less  when  purchased  to  be  cash  equivalents.


                                       26
<PAGE>
                      DYNAMIC SCIENCES INTERNATIONAL, INC.
                                  AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

NOTE  1:  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES
          ----------------------------------------------------
(CONTINUED)

Property  and  equipment  are  recorded  at  cost.  Depreciation of property and
equipment  is  recorded  on  the straight-line method over the respective useful
lives  of  the  assets.

In  accordance  with  Financial  Accounting  Standards Board (FASB) Statement of
Financial  Accounting  Standard  (SFAS)  No.  86,  "Accounting  for the Costs of
Computer  Software  to  be Sold, Leased or Otherwise Marketed," certain computer
software  development costs were capitalized in the accompanying balance sheets.
Capitalization  of computer software development costs begins with technological
feasibility.  The  Company  capitalized  $225,571  and $315,019 in 1999 and 1998
respectively.  The  costs  covered  the  completion  two  new  products.  These
products  have  yet to be sold by the Company and therefore have not begun to be
amortized.

In  accordance  with  Financial  Accounting  Standards Board (FASB) Statement of
Financial  Accounting Standard (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived  Assets  and  for  Long-Lived Assets to Be Disposed of," the carrying
value  of intangible assets and other long-lived assets is reviewed on a regular
basis  for  the existence of facts or circumstances, both internal and external,
that  may  suggest  impairment.  To date, no such impairment has been indicated.
Should there be an impairment in the future, the Company will measure the amount
of  the  impairment  based  on  undiscounted expected future cash flows from the
impaired  assets.  The  cash  flow  estimates  that  will  be  used will contain
management's  best  estimates, using assumptions and projections appropriate and
customary  at  the  time.

Inventory  is valued at the lower of cost or market.  Inventory will be recorded
on  a  first-in  first-out  basis.

The  Company  has  related  party  transactions.  The  Company is not collecting
interest,  nor  charging  interest  from  the  loan  payable/receivable  to  the
shareholders.  The  Company  owes  the  shareholders and officers $472,567.  The
loan payable to mature October 2002.  The Company has a receivable from the same
parties  for  $159,719,  for  the purchase of 17,476,517 shares of common stock.
The  stock  is  the  collateral  for  the  receivable.

Rent  expense  for  1999  and 1998 were $117,167 and $119,925 respectively.  The
Company  has  a  lease  with  less  than  five (5) years of lease commitments at
December  31,  1999.  Rent  expense  for  the  year  2000  will  be  $122,683.

The  Company calculates it's earnings per share in accordance with the Statement
of Financial Accounting Standards No. 128, " Earnings Per Share", which requires
basic  and  diluted earnings per share calculations. Basic earnings per share is
calculated  on  the  weighted  average  stock  outstanding.


                                       27
<PAGE>
                      DYNAMIC SCIENCES INTERNATIONAL, INC.
                                  AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

NOTE  1:  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES
          ----------------------------------------------------
(CONTINUED)

For  the  year  ended  December  31, 1999 and 1998, the Company had common stock
issued  and  outstanding  of  32,052,031.  In  calculating  basic E.P.S., shares
issued  but  not  purchased,  are  not  considered outstanding.  The Company had
17,746,517  common  stock  shares  issued  but not purchased.  For basic E.P.S.,
these  shares  are  considered as not outstanding shares.  For basic E.P.S., the
weighted average stock outstanding for December 31, 1999 and 1998 was 14,305,514
and  14,193,185,  respectively.

In calculating diluted E.P.S., the Company considers all potentially convertible
securities  as converted into common stock.  Included as potentially convertible
is the 17,746,517 shares issued but not purchased.  The Preferred Stock A Series
is  convertible  on  a  1  to 1 ratio to common stock.  Accordingly, for diluted
E.P.S.,  an additional 2,935,000 shares would be considered as outstanding.  The
Preferred  Stock B Series is convertible on a 3.525 to 1 ratio.  Accordingly for
diluted  E.P.S.,  an  additional  14,608,263  shares  would  be  considered  as
outstanding.  For  diluted  E.P.S.,  the  weighted average stock outstanding for
December  31,  1999  and  1998  was  49,595,294  and  49,482,965,  respectively.

In  June  1998,  the  FASB  issued SFAS No. 133, "Accounting for Derivatives and
Hedging  Activities,"  which  establishes accounting and reporting standards for
derivative  instruments,  including  certain  derivative instruments embedded in
other  contracts  (collectively  referred  to  as  derivatives), and for hedging
activities.  Because  the  Company  has  never used nor currently intends to use
derivatives,  management  does  not  anticipate  that  the  adoption of this new
standard will have a significant effect on earnings or the financial position of
the  Company.


NOTE  2:  ACCOUNTS  RECEIVABLE,  NET
          --------------------------

Accounts  receivable  are  recorded  on  the  balance  net  of the allowance for
doubtful  accounts,  and  consisted  of  the  following:

<TABLE>
<CAPTION>
                                     1999       1998
                                   ---------  ---------
<S>                                <C>        <C>
  Accounts receivable trade        $ 76,117   $ 94,170
  Allowance for doubtful accounts   (70,652)   (23,936)
                                   ---------  ---------
    Accounts receivable, net       $  5,465   $ 70,234
                                   =========  =========
</TABLE>

NOTE  3:  INVENTORIES
          -----------

<TABLE>
<CAPTION>
Inventories consist of:          1999        1998
                              ----------  -----------
<S>                           <C>         <C>
  Raw materials               $  380,428  $  450,506
  Work in process                138,620     128,183
  Finished goods                 393,599     406,452
                              ----------  -----------
     Total                       912,647  $  985,142
                              ==========  ===========
</TABLE>


                                       28
<PAGE>
                      DYNAMIC SCIENCES INTERNATIONAL, INC.
                                  AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

NOTE  4:   PROPERTY,  PLANT  AND  EQUIPMENT
           --------------------------------

Property,  plant  and  equipment  consists  of  the  following:

<TABLE>
<CAPTION>
                                                               Depreciable
                                          1999       1998        Lives
                                       ----------  ----------  ---------
<S>                                    <C>         <C>         <C>
  Machinery & equipment                $ 358,392   $ 360,541   5   years
  Leasehold Improvements                  16,220      16,220   5   years
  Furniture & fixtures                     5,513           -   7   years
                                       ----------  ----------
  Total property, plant and equipment    380,125     376,761
    Accumulated depreciation            (310,195)   (273,871)
                                       ----------  ----------
  Total property, plant and
    equipment, net                     $  69,929   $ 102,888
                                       ==========  ==========
</TABLE>

Depreciation expense for the years ended December 31, 1999 and December 31, 1998
was  $36,324  and  $107,032  respectively.


NOTE  5:   OTHER  LIABILITIES
           ------------------

Other  liabilities are the penalties and interest on past due payroll taxes (see
note  6).


NOTE  6:   COMMITMENTS  AND  CONTINGENCIES
           -------------------------------

The  Company  has the ongoing unresolved IRS liens and encumbrances for past due
payroll  taxes.

The  Company  has  not  publicly  reported  it's  results  of  operations to the
Securities  and  Exchange Commission in nine (9) years.  Fines and penalties for
not  filing  have  not  been  included  in these financial statements due to the
uncertainty  of  an  amount,  if  any.

The  Company  has recorded 18,246,517 shares of common stock transactions, which
the  transfer  agent  has  not  recorded.  Additionally,  it  seems  there was a
mis-recorded  stock  transaction for 2,566 shares between the preferred A shares
and  the  common  stock.  The  stock  transfer agent needs to record and resolve
these  differences.


NOTE  7:   INCOME  TAXES
           -------------

Only  the Californian minimum state tax provision of $800 has been recorded.  No
Federal  provision  for income taxes have been provided.  The Company incurred a
loss  for  the  year  ended December 31, 1999.  The Company has elected to carry
forward the losses to offset future taxable income.  The losses incurred for the
years  ended  December  31,  1998  and  December  31,


                                       29
<PAGE>
                      DYNAMIC SCIENCES INTERNATIONAL, INC.
                                  AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

NOTE  7:   INCOME  TAXES
           -------------
(CONTINUED)

1999  can be carried forward until they expire at December 31, 2018 and December
31,  2019,  respectively.  There is no assurance that future taxable income will
be  sufficient  to realize the net asset or utilize the tax carryforward.  Thus,
the  Company  has  certain deferred tax assets related to the net operating loss
carryforward.  The  Company  has determined that it is more likely than not that
the  deferred  tax  asset  may  not  be realizable.  Therefore, a 100% valuation
allowance  has  been  recorded.


NOTE  8:   CAPITAL  STOCK
           --------------

The  $1.00  (referred  to  herein  as  Series A) Series A Cumulative Convertible
Preferred  Stock is nonvoting, initially convertible into common stock on a 1 to
1 ratio, and redeemable at the option of the Company in whole or in part at call
prices.

Dividends  on  the  $1.00  Series  A  Cumulative Convertible Preferred Stock are
payable semiannually commencing February 1, 1987 at $0.035 per share in cash, or
by  the  issuance  of  registered  Common Stock.  In the event of an involuntary
dissolution  of  the  Company,  these  preferred  shareholders are entitled to a
liquidation  preference  equal  to  $1.00  per  share,  plus  unpaid  dividends.

The  Company  has not declared and has been prohibited from making such dividend
payments  since  1989  due  to  its  current  financial  position.

The  Company issued 1,000,000 shares of stock for prepaid rent and to cover back
rent  on  the  Company's  facilities.  For the year ended December 31, 1998, the
Company valued the securities issued in accordance with FASB 123, which requires
that the value of goods and services be recorded at the fair market value of the
securities  issued.

In the event of a involuntary dissolution of the Company, the Series B to Series
G preferred shareholders are entitled to a liquidation preference equal to $1.00
per  share,  and shall be treated equally with the holders of the $1.00 Series A
Cumulative  Convertible  Preferred  Stock  only  if the Company shall have a net
worth  in  excess  of  $4,000,000.


                                       30
<PAGE>
                      DYNAMIC SCIENCES INTERNATIONAL, INC.
                                  AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

NOTE  9:   SEGMENT  INFORMATION
           --------------------

Industry  Segment  Data

The  Company  has  organized  its operations into a single business segment. The
developing, manufacturing and marketing of government and commercial electronics
equipment,  and  the  sale  of  service  contracts  for  the  equipment.

<TABLE>
<CAPTION>
Geographic Area Data

For the year ended,              International   Domestic       Total
                                 -------------  -----------  -----------
<S>                              <C>            <C>          <C>
December 31, 1998
Revenues                         $    437,673   $  583,972   $1,021,645
Earnings from operations before
  income taxes                         (7,046)    (336,302)    (343,348)
Identifiable assets                         -    2,764,828    2,764,828
Net assets                                  -      648,818      648,818


December 31, 1999
Revenues                         $    773,770   $  456,781   $1,230,551
Earnings from operations before
  income taxes                        140,087     (431,332)    (291,245)
Identifiable assets                         -    2,607,498    2,607,498
Net assets                                  -      231,668      231,668
</TABLE>


                                       31
<PAGE>