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Startronix International Inc · 10QSB · For 3/31/00

Filed On 8/3/00 9:06pm ET · SEC File 1-09190 · Accession Number 1074140-0-361

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 8/04/00  Startronix International Inc      10QSB       3/31/00    3:22                                     Law Offices...Richard/FA

Quarterly Report -- Small Business · Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                    12     33K 
 2: EX-10.15    Material Contract                                      9±    29K 
 3: EX-27.1     Financial Data Schedule                                1      4K

10QSB · Quarterly Report -- Small Business
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Changes in Securities Defaults Under Senior Securities Exhibits and Reports on Form 8-K Legal Proceedings Other Information Submission of Matters to a Vote of Security Holders
1	1st Page
10	Item 1 Legal Proceedings
"	Item 2 Changes in Securities
11	Item 3. Defaults Under Senior Securities
"	Item 4 Submission of Matters to a Vote of Security Holders
"	Item 5 Other Information
"	Item 6 Exhibits and Reports on Form 8-K

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              SECURITIES AND EXCHANGE COMMISSION
          WASHINGTON,  D.C.  20549

          FORM  10-QSB

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

         FOR  THE  QUARTERLY  PERIOD  ENDED  MARCH 31,  2000

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

      For  the  transition  period  from  _______________  to  ____________.

            COMMISSION  FILE  NUMBER  1-9190

            STARTRONIX  INTERNATIONAL  INC
              (Exact  name  of  registrant  as  specified  in  its  charter)

            DELAWARE                                      91-1263272
          (State or other jurisdiction of               (I.R.S. Employer
            incorporation or organization)                 Identification No.)

7700 IRVINE CENTER DRIVE, SUITE 510                 
      IRVINE, CALIFORNIA                                   92618
        (Address of principal executive offices)            (Zip Code)

    REGISTRANT'S  TELEPHONE  NUMBER,  INCLUDING  AREA  CODE    (949)  727-7420

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1034  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.     Yes     No   X.             
                                                   -----

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

CLASS                                            OUTSTANDING AT MARCH 31, 2000  

Common stock, $0.001 par value                                      25,990,731  

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      STARTRONIX  INTERNATIONAL  INC

   INDEX

                                                                      PAGE NO.

PART  I     Financial  Information                                              

Condensed  consolidated  balance  sheets  at            
       March 31,  2000  (unaudited) and June 30, 1999                3

Condensed  consolidated  statements  of  loss           
(unaudited) - three and nine month  periods  ended      
       March 31,  2000  and  1999                                    4

Condensed  consolidated  statements  of  cash  flow     
(unaudited)  - nine month periods ended March 31,       
       2000 and 1999                                                 5

       Notes to condensed consolidated financial statements          6

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

PART  II     Other  Information                                                 

         Item 1     Legal Proceedings                                 10

         Item 2     Changes in Securities                             10

         Item 3     Defaults Upon Senior Securities                   11

Item 4     Submission of Matters to a Vote of         
                    Security Holders                                  11

         Item 5     Other Information                                 11

         Item 6     Exhibits and Reports on Form 8-K                  11

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    PART  I  -  FINANCIAL  INFORMATION
     STARTRONIX  INTERNATIONAL,  INC.  AND  SUBSIDIARIES
        CONDENSED  CONSOLIDATED  BALANCE  SHEETS

                                                        [Enlarge/Download Table]


                                                                                                 

                                                                March 31,2000    June 30, 1999*  
                                                                ---------------  ----------------
                                                                  (Unaudited)                    
                      ASSETS                                                                     

Current Assets:                                                                                  
  Cash                                                          $      100,498   $             0 
  Inventory                                                            123,837                 0 
  Prepaid Expenses                                                      37,941                 0 
                                                                 -------------   ----------------
    Total Current Assets                                               262,276                 0 

Property, Plant and Equipment, Net                                     244,424                 0 
  Other Assets:                                                                                  
  Deposits                                                              24,073            56,500 
  Goodwill, Net                                                        298,366                 0 
                                                                 -------------   --------------- 
    Total Other Assets                                                 322,439            56,500 
                                                                 -------------   --------------- 

Total Assets                                                    $      829,139   $        56,500 
                                                                ==============   =============== 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                   

Current Liabilities:                                                                             
  Accounts Payable - trade                                      $      407,622   $     2,091,161 
  Due to Related Parties                                                     0            29,108 
  Accrued Expenses, Including Interest                               1,697,124         2,689,429 
  Related Parties Notes Payable                                              0           400,000 
                                                                --------------   ----------------
    Total Current Liabilities                                        2,104,746         5,209,698 
Commitments and Contingencies                                                                    
Stockholders' Equity (Deficit):                                                                  
  Preferred Stock, $.01 Par value, 10,000,000 authorized:                                        
    Series "C" Convertible Preferred Stock, $.01 Par value                                       
     65,000 and 50,000 shares issued and outstanding at                                          
    June 30, 1999 and March 31, 2000                                       500               650 
  Common Stock, $.001 Par value, 50,000,000 shares authorized;                                   
    19,949,580 and 25,628,617 shares issued and outstanding                                      
    at June 30, 1999 and March 31, 2000                                 25,628            19,949 
  Additional Paid In Capital                                        27,754,472        24,303,969 
  Accumulated Deficit                                              (29,056,207)      (29,477,766)
                                                                 --------------   ---------------
    Total Stockholders' Equity (Deficit)                            (1,275,607)       (5,153,198)
                                                                ---------------  ----------------

Total Liabilities and Shareholder's Equity (Deficit             $      829,139   $        56,500 
                                                                ==============   ================

* Condensed from audited financial statements                                                    


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

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                 STARTRONIX  INTERNATIONAL,  INC.  AND  SUBSIDIARIES
               CONDENSED  CONSOLIDATED  STATEMENTS  OF  LOSS

                                                        [Enlarge/Download Table]


                                                                                                                          

                                                                 Three Months Ended    Nine Months Ended                  
                                                                   March 31,             March 31,                        
                                                             --------------------  -------------------                    
                                                                   2000                 1999          2000          1999  
                                                    --------------------  -------------------  ------------  ------------ 
                                                       (Unaudited)              (Unaudited       (Unaudited)   (Unaudited)

Sales                                               $                 0   $                0   $         0   $         0  
                                                    --------------------  -------------------  ------------  ------------ 

Operating Expenses:                                                                                                       
  Professional Services and Consulting                          192,731                    0       295,291             0  
  Development Costs                                             369,397                    0       824,972             0  
  Salary Expenses                                                33,500                    0        33,500             0  
  Depreciation                                                   28,235                    0        28,494             0  
  Other Selling, General and Administrative                     108,718               81,772       223,380       101,481  
                                                    -------------------- -------------------   -----------  ------------  
    Total Operating Expenses                                    732,581               81,772     1,405,637       101,481  

                                                    --------------------  -------------------  ------------  ------------ 
Operating Loss                                                 (732,581)             (81,772)   (1,405,637)     (101,481) 
                                                     -------------------  ------------------   ------------   ----------- 

Other (income) Expense:                                                                                                   
  Interest Expense                                                    0                7,500        13,750        22,500  
  Gain on Sale of Subsidiary                                          0                    0    (2,151,067)            0  
  Gain on Settlement Due to Officers and Directors                    0             (277,058)            0      (277,058) 
                                                     ------------------  --------------------  -----------   ------------ 
    Total Other (income) Expense                                      0             (269,558)   (2,137,317)     (254,558) 

Income (Loss) Before Extraordinary Items:                      (732,581)             187,786       731,680       153,077  
Extraordinary (Gain) Loss on Settlement of Debt                 (19,000)                   0       310,121             0  
                                                     --------------------  -------------------  ------------  ------------

Net Income (Loss)                                   $          (713,581)  $          187,786   $   421,559   $   153,077  
                                                     ====================  =================   ===========   ===========  

Basic and Diluted Earnings Per Share:                                                                                     
  Net Income (Loss) Before Extraordinary Items      $             (0.03)  $             0.00   $      0.03   $      0.00  
  Extraordinary (Gain) Loss on Settlement of Debt                     0                    0         (0.01)            0  
                                                    --------------------  -------------------  ------------  ------------ 
  Net Income (Loss)                                 $             (0.03)  $            (0.00)  $      0.02   $     (0.00) 
                                                    ====================  ===================  ===========   =============

Weighted Average Shares Outstanding                          25,157,269           46,485,050    23,292,027    46,976,171  
                                                    ===================   ===================   ==========   =============

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

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               STARTRONIX  INTERNATIONAL,  INC.  AND  SUBSIDIARIES
               CONDENSED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOW

                                                                [Download Table]


                                                                                

                                                    Nine Months Ended           
                                                       March 31,                
                                                    -------------------         

                                                            2000      1999      
                                              -------------------  -------------
                                                     (Unaudited)   (Unaudited)  

Cash Used in Operating Activities             $         (559,502)  $ 8,228      

Cash Used in Investing Activities                        (50,000)        0      

Cash (Used) Provided by Financing Activities             710,000    (8,228)     
                                               -----------------   --------     

  Net Increase (Decrease) in Cash                        100,498         0      
  Cash, Beginning of Period                                    0         0      
                                              -------------------  --------     

  Cash, End of Period                         $          100,498   $     0      
                                              ==================  =========     


Supplemental  Information: No amounts were paid for interest or taxes during the
periods.                                                                        

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

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STARTRONIX  INTERNATIONAL,  INC.        
NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS     

1.  NATURE  OF  OPERATIONS                                                      
----------------------                                                  

     Prior  to  fiscal  1997,  StarTronix International Inc. (the Company) was a
development stage entity.  Developed exclusively for the Company, the StarScreen
is  a  combination  telephone  and Internet access portal.  The Company obtained
Federal  Communications  Commission  ("FCC")  approval  for  the StarScreen, its
primary product, in January 1997.  To minimize costs, the Company outsourced its
manufacturing.  Immediately  after obtaining FCC approval, the Company initiated
sales  through  its  wholly  owned  subsidiary,  StarTronix,  Inc.              

     StarTronix  International  utilizes network marketing to sell its products.
The  Company  solicits  individuals  to  be independent distributors to sell the
StarScreen and to solicit other individuals to become distributors.  To become a
distributor,  an  individual  must  purchase  a  "Starter  Kit"  which  contains
marketing  material  that  describes  the  products  available  and explains the
distributor's  compensation  package.  Distributors  do  not  earn commission on
sales  of  starter  kits;  however,  they  do  earn  commission  on sales of the
products.  Additionally,  they  earn  commission  when  any  of their downstream
distributors  sell  products.                                                   

     Because of the Company's inability to secure adequate resources March 1997,
the  Company  suspended its normal operating activity and focused its efforts on
the  search  for equity financing.  (See note 2.)  The Company is in the process
of  reviving  operations and expects to be fully operational during fiscal 2000.

2.  GOING  CONCERN                                                              
--------------                                                          

     The  Company  began sales of its primary product, the StarScreen in January
1997;  however, because of higher than expected upfront costs, the Company found
itself  with  insufficient  financing  to continue as a going concern.  In March
1997,  the  Company  was  unable  to  meet its commitment to purchase StarScreen
inventory and forfeited the deposits it had placed with its manufacturer, Golden
Source  Electronics  Ltd.,  which  is  recorded  as  a  loss in the accompanying
financial  statements.  Also  in  March 1997, the Company negotiated settlements
with  some  of  its  vendors,  laid-off its employees, wrote-off all its assets,
abandoned  its  lease  and  suspended  all  operations except for the search for
additional  financing.                                                          

     In  1999,  the President successfully negotiated a consulting contract with
Western  Global  Telecommunications,  Inc.  to upgrade the StarScreen to current
technological standards, to add certain new features to attract a wider customer
base,  and  to secure a manufacturer to supply the product.  Between August 1999
and  June  2000,  the  Company  has  raised approximately $1 million in cash and
received  approximately  $250,000  in services for common stock; the Company has
negotiated  employment  contracts with the Chairman, the President, and the CFO,
in  addition  to  employment  contracts  with  officers  of  its  wholly  owned 
subsidiary,  StarTronix.com.                                                    

     Additionally,  the  Company  has developed a business plan and is currently
talking  with  various vendors, manufacturers, and fulfillment houses to provide
services  to manufacture, supply, and fulfill orders for an upgraded StarScreen.
FCC  approval  for the upgrades is in process.  The management of StarTronix.com
has  begun  to  develop  market  awareness  for  the  re-launch  of the improved
StarScreen  and  expects  to begin enlisting independent distributors by October
2000.  The  Chairman  and  President  are  meeting  with  various  existing  and
potential  investors  and  expect sufficient commitments so that the Company may
continue  as  a  going  concern.  Additionally,  management has rejected certain
offers with the belief that the deals they are currently negotiating will better
fit  the  Company's  business  plan.  However,  the  Company has minimal capital
resources  presently available to meet obligations that are normally required by
similar companies, and with which to carry out its planned activities.  And, the
Company  does  not  have  "firm" commitments for financing.  These factors raise
doubt  about  the  Company's  ability  to  continue  as  a going concern.  While
management  believes  actions  currently being taken to obtain financing provide
the  opportunity  for  the  Company  to continue as a going concern, there is no
assurance  that  the  Company  will  be  able  successful  in  doing  so.       

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     The  accompanying consolidated financial statements have been prepared on a
going  concern  basis  that  contemplates  the  realization  of  assets  and the
satisfaction  of  liabilities  in  the  normal  course of business.  The Company
continues  to rely on its capital raising efforts to fund continuing operations.
These conditions raise substantial doubt as to the Company's ability to continue
as  a  going concern.  The accompanying consolidated financial statements do not
include  any  adjustments  relating  to the recoverability and classification of
recorded  asset  amounts or the amount of liabilities that might be necessary if
the  Company  is  unable  to  continue  as  a  going  concern.                  

3.  ACCRUED  EXPENSES                                                           
-----------------                                                       

     The  Company  has  a  $1,120,000  reserve for potential losses related to a
Series  "C"  Preferred  Stock shareholder.  In May 2000 a settlement was reached
with  the  final  shareholder  to  convert  the  Series "C" Preferred Stock into
2,000,000  shares  of  common  stock,  valued  at  $1,120,000.                  

4.  EXTRAORDINARY  ITEMS                                                        
--------------------                                                    

     The  extraordinary  loss of $310,121, net of income taxes, results from the
Company's  arrangement to settle amounts payable to Phoenix Environmental Group,
Pacific  Horizons  and  amounts  due  for  legal  fees.  The Company has made no
provision  for  income taxes because of financial statement and tax losses since
its inception.  A valuation allowance has been used to offset the recognition of
any  deferred  tax  assets  due  to  the  uncertainty  of  future  realization. 

                                                        [Enlarge/Download Table]


                                                                                       

                   9 months ended                                                      
                    March 31, 2000                                                     

                                                  DEBT       SETTLEMENT   GAIN (LOSS)  
                                                 ------------------------------------  

Legal Fees                                       $   319,521  $    196,500  $ 123,021  
Related Party Notes Payable, Including Interest      531,250       983,500   (452,250) 
Phoenix Environmental Group - Trade Payable              108             0        108  
Pacific Horizons - Related Party                      29,000        10,000     19,000  
                                                 --------------------------------------

                                                 $   879,879  $  1,190,000  $(310,121) 
                                                 ===================================== 


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    STARTRONIX  INTERNATIONAL,  INC.
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION     
AND  RESULTS  OF  OPERATIONS

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

THREE  MONTH  PERIOD  ENDING  MARCH  31,  2000  AND  1999                       

     Sales  for  the  three  month  period  ended  March  31, 2000 were zero, as
compared to zero for the three month period ended March 31, 1999, as the Company
is  in  the  early  stages  of  resuming  its  operations.                      

     During  the  three  month period ended March 31, 2000, the Company incurred
operating  expenses equal to $732,581 as compared to $81,772 for the three month
period  ended  March 31, 1999, a nine-fold increase.  The operating expenses for
the  current  period  include  professional  services  and  consulting  equal to
$192,731, development costs equal to $369,397, salary expenses equal to $33,500,
depreciation  equal  to  $28,235,  and  other selling general and administrative
expenses  equal  to  $108,718.  Professional services and consulting consists of
legal and accounting fees.  Development costs include over $300,000 to a related
party  for  the  design  and  development  of the Company's primary product, the
StarScreen,  and  consulting  fees.                                             

As  a  result of the above, the Company incurred a net loss before extraordinary
items of $732,581 for the three month period ended March 31, 2000 as compared to
net  income  before  extraordinary  items of $187,786 for the three months ended
March  31,  1999.                                                               

     After  accounting  for an extraordinary gain on settlement of debt equal to
$19,000,  the  net  loss  for  the  three  month  period ended March 31, 2000 is
$713,581, as compared to net income of $187,786 for the three months ended March
31,  1999.                                                                      

NINE  MONTH  PERIOD  ENDING  MARCH  31,  2000  AND  1999                        

     Sales  for  the  nine month periods ended March 31, 2000 and 1999 were zero
due to the suspension of operations by management of the Company effective March
31,  1997,  as  the  Company  is in the early stages of resuming its operations.

     During  the  nine  month  period ended March 31, 2000, the Company incurred
operating  expenses  equal  to  $1,405,637  as compared to $101,481 for the nine
month  period  ended  March  31,  1999, a thirteen-fold increase.  The operating
expenses  for  the  current  period include professional services and consulting
equal to $295,291, development costs equal to $824,972, salary expenses equal to
$33,500,  depreciation  equal  to  $28,494,  and  other  selling  general  and  
administrative  expenses  equal  to  $223,380 including a $100,000 reserve for a
note  accepted  for  the  sale  of  StarTronix,  Inc.  Professional services and
consulting  consists  of  legal  and accounting fees.  Development costs include
over $600,000 to a related party for the design and development of the Company's
primary  product,  the  StarScreen,  and  consulting  fees.                     

During  the  six  month  period  ended  December  31, 1999, the Company sold its
subsidiary,  StarTronix, Inc.,  for consideration equal to a $100,000 promissory
note  and the assumption of the subsidiaries debt.  This transaction resulted in
a  gain on sale of subsidiary equal to $2,151,067.  The $100,000 promissory note
was  fully  reserved,  as  noted  above.                                        

     As  a  result of the above, the Company had net income before extraordinary
items  of $731,680 for the nine month period ended March 31, 2000 as compared to
net  income  before  extraordinary  items  of $153,077 for the nine months ended
March  31,  1999.                                                               

     After  accounting  for an extraordinary loss on settlement of debt equal to
$310,121,which  results  from  the  Company's  arrangement  to settle amounts to
related  parties  and  amounts  due for legal fees,  the net income for the nine
month  period  ended  March  31,  2000 is $421,559, as compared to net income of
$153,077  for  the  nine  months  ended  March  31,  1999.                      

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LIQUIDITY  AND  CAPITAL  RESOURCES  AT  MARCH  31,  2000                        

     Cash  at  March 31, 2000 was $100,498 as compared to zero at June 30, 1999.
Other assets include inventory of $123,837, represented by equipment acquired in
the  acquisition  of  the  assets  of  Lancer International, Inc.  Total current
assets  at  March  31,  2000  equal  $262,276.                                  

     Property,  plant  and  equipment  of $244,424, along with goodwill equal to
$298,366,  were  also  recorded  as a result of the acquisition of the assets of
Lancer.  Total  assets  at  March  31,  2000  were  $829,139.                   

    Current  liabilities  decreased  from  $5,209,698  at  June  30,  1999  to
$2,104,746  at March 31, 2000, a decrease of 59%.  The decrease is the result of
the  assumption of the liabilities of StarTronix, Inc. by the purchaser thereof,
and  the  elimination  of  an  accrued  expense  due  to a related party who was
satisfied  from  the  personal  assets  of a member of the Company's management.

     As  a  result  of  the  above,  the  deficit  in total stockholders' equity
decreased  from  $5,153,198  at  June  30, 1999 to $1,275,607 at March 31, 1999.

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PART  II  -  OTHER  INFORMATION           

ITEM  1     LEGAL  PROCEEDINGS                                                  

     Subsequent  to  the  Company  suspending  the  conversion of the Series "C"
Preferred  Stock, a shareholder group filed an action against the Company in the
United States District Court in New York.  The shareholders sought to compel the
Company  to  resume  conversion  of  the  Series  "C" Preferred Stock or, in the
alternative, to rescind the subscription agreement and recover the shareholders'
original  investment  in  the  amount  of  $1,337,500.                          

     In  December  1996,  a second shareholder group filed an action against the
Company  in  the  United  States District Court in California.  The shareholders
sought  to  compel  the Company to resume conversion of the Series "C" Preferred
Stock  or, in the alternative, to rescind the subscription agreement and recover
the shareholders' original investment in the amount of $2,367,500, plus interest
and  punitive  damages.                                                         

     In  August  1997,  the Company reached a settlement with all but two of the
Series  "C"  shareholders  wherein the Company honored the holders' conversions.
In  August  1999  and  May  2000  a  settlement  was  reached with the final two
shareholders  who  converted their Series "C" Preferred Stock into 1,250,000 and
2,000,000  shares  of  common  stock,  respectively.                            

     In  addition to the above, the Company may from time to time be involved in
various  claims,  lawsuits,  disputes  with  third  parties,  actions  involving
allegations  of  discrimination, or breach of contract actions incidental to the
operation  of  its  business.  In  1996,  the Company was unable to continue the
implementation  of  its  business  plan due to inadequate capital resources, and
ceased  all  operations  until  1999.  The  Company  currently has the following
material outstanding legal matters, all of which arose during the aforementioned
period:                                                                         

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

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

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

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

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

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

ITEM  2     CHANGES  IN  SECURITIES                                             

     In January 2000, the Company issued an aggregate of 40,000 shares of common
stock,  restricted  in accordance with Rule 144 promulgated under the Securities
Act  of  1933,  to  two accredited investors in exchange for consulting services
valued  at  a  total  of  $36,000.  The  issuance  was  exempt from registration
pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.                

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     In  February  2000,  the  Company  issued an aggregate of 519,231 shares of
common  stock,  restricted  in  accordance  with  Rule 144 promulgated under the
Securities Act of 1933, to two accredited investors who purchased the shares for
$515,000.  The issuance was exempt from registration pursuant to Section 4(2) of
the  Securities  Act  of  1933.                                                 

     In  February  2000,  in  connection  with  the acquisition of the assets of
Lancer International, Inc., the Company issued an aggregate of 724,228 shares of
common  stock,  restricted  in  accordance  with  Rule 144 promulgated under the
Securities  Act  of  1933,  to one accredited investor.  The issuance was exempt
from  registration  pursuant  to  Section  4(2)  of  the Securities Act of 1933.

ITEM  3     DEFAULTS  UNDER  SENIOR  SECURITIES                                 

None.                                                   

ITEM  4     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS         

Not  Applicable                                         

ITEM  5     OTHER  INFORMATION                                                  

None.                                                   

ITEM  6     EXHIBITS  AND  REPORTS  ON  FORM  8-K                               

(a)         EXHIBITS                                                            

           10.15  Asset Purchase Agreement  between  the  Company  and  Lancer
International,  Inc.  dated  February  15,  2000.       
Exhibit  27     Financial  Data  Schedule               

(b)         REPORTS  ON  FORM  8-K                                              

None.                                                   

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SIGNATURES        

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

Dated:  August  2,  2000                       STARTRONIX  INTERNATIONAL,  INC. 

                                /s/  Greg  Gilbert
                                               _________________________________

                              By:  Greg  Gilbert

                           Its:  President

Dated:  August  2, 2000                       /s/ Robert  Hart                  

                                          ______________________________

                             By:  Robert  Hart

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10QSB Filing	Date	First	Last	Other Filings

	3/31/97	8		10QSB, NT 10-Q
	3/31/99	2	9	PRE 14C, 10QSB
	6/30/99	3	9	10KSB
	12/31/99	8		10QSB
	2/15/00	11
For The Period Ended	3/31/00	1	9
	8/2/00	12
Filed On / Filed As Of	8/4/00

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Startronix International Inc · 10QSB · For 3/31/00

Filed On 8/3/00 9:06pm ET · SEC File 1-09190 · Accession Number 1074140-0-361

Quarterly Report -- Small Business · Form 10-QSBFiling Table of Contents

10QSB · Quarterly Report -- Small BusinessDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Quarterly Report -- Small Business · Form 10-QSB
Filing Table of Contents

10QSB · Quarterly Report -- Small Business
Document Table of Contents