UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                    FORM 8-K


                                 CURRENT REPORT


           Pursuant to Section 13 or 15(d) of the Securities Exchange
                                  Act of 1934.


         Date of Report (Date of earliest event reported): May 23, 2000


                              ORA Electronics, Inc.
                -------------------------------------------------
               (Exact name of registrant as specified in charter)


         Delaware                       0-21903                  95-4607830
 ----------------------------        ------------           --------------------
(State or other jurisdiction         (Commission               (IRS Employer
       of incorporation)             File Number)            Identification No.)



        9410 Owensmouth Avenue
        Chatsworth, California                                        91311
----------------------------------------                           ----------
(Address of principal executive offices)                           (Zip Code)


                                (818) 772- 2700
               ---------------------------------------------------
              (Registrant's telephone number, including area code)


<PAGE>2



ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

     Pursuant  to a Stock  Purchase  Agreement  dated May 23,  2000,  Mrs.  Ruth
Cooper,  a director and beneficial  owner of 4,982,600 shares of the Registrants
common stock, sold 3,982,000 shares of such common stock to SATX, Inc. ("SATX").
SATX now owns  approximately  56% of the issued and outstanding  common stock of
the Registrant.  In consideration for the sale of her 3,982,600 shares of common
stock,  SATX paid to Mrs.  Cooper  $150,000 in cash,  $23,185  payable in twelve
monthly  installments,  400,000  shares of SATX  common  stock and  assumed  the
liability for a promissory note owed to ORA Electronics,  Inc. by Mrs. Cooper in
the amount of $299,347.

The  source of the  consideration  paid to Mrs.  Cooper  came  from the  working
capital of SATX.

     SATX, a publicly  held company  engaged in  telecommunications  technology,
develops and markets prepaid  cellular  handsets and global tracking  devices in
addition to investing in relevant technology companies. SATX common stock trades
on the OTC Electronic Bulletin Board under the symbol "SATX".

     In view of the  controlling  interest now owned by SATX,  Mrs.  Ruth Cooper
resigned as a director  and the  following  individuals  were  appointed  to the
Registrants Board of Directors:

     Name                    Age               Position With SATX
----------------------      -----    -------------------------------------------

Merritt W. Jesson             55     Chairman of the Board, CEO and President
Khoren Shaginian              38     Director, Secretary and Treasurer
Robert W. Ellis               58     Director, Chief Operating Officer and Chief
                                     Financial Officer

     The  following is a brief account of the business  experience  for each new
director,  including  principal  occupations and employment during the past five
years.

     MERRITT W. JESSON was the President, Chief Executive Officer and one of the
founders of DebitFone  International,  Inc. ("DebitFone") since its inception in
October,  1996 until its  acquisition  by SATX in May,  1999 when he assumed his
current  positions  with  SATX.  From  1993  to May,  1996,  Mr.  Jesson  worked
independently  to develop both the "Switch  Based" and the  "Intelligent"  debit
phones.  From 1991 to 1993, Mr. Jesson was President,  Chief Executive  Officer,
and the founder of Connect One  Telecommunications,  Inc., a nationwide  prepaid
calling card company.  Prior to 1991,  Mr. Jesson was a General  Contractor  for
over 20 years, a production  supervisor for General  Motors  Corporation,  and a
hydraulic specialist for the United States Air Force.

<PAGE>3

     KHOREN  SHAGINIAN  has served as a  director  and as SATX's  Secretary  and
Treasurer since May, 1999. Prior to joining SATX, , Mr. Shaginian gained a broad
range of experience  in finance and project  development  in such  industries as
real estate,  environmental  services, and waste management.  From October, 1997
until the present,  he has served as the Chief  Financial  Officer and Executive
Vice President of Komar Investments, LLC, a multi-million dollar holding company
engaged in a wide variety of public and private  investments.  Komar Investments
manages the Shirvanian Family Investment Trust, which is a principal shareholder
of SATX's  Common Stock.  Kosti  Shirvanian,  together  with his spouse,  is the
trustee  of the  Shirvanian  Family  Investment  Trust and the  Chief  Executive
Officer of Komar Investments. From January 1995 until joining Komar in 1997, Mr.
Shaginian  was a partner  in  Shaginian  &  Agliarini,  a CPA firm in  Glendale,
California.  Mr.  Shaginian  has a  Bachelor  of  Science  in  Accountancy  from
California State University at Los Angeles, and he is a CPA. Mr. Shaginian began
his career in the mid-1980's at Coopers & Lybrand,  the public  accounting  firm
now organized as PriceWaterhouse Coopers, LLP.

     ROBERT W. ELLIS  before  becoming  SATX's Chief  Operating  Officer in May,
1999, served as Chief Operating Officer and Chief Financial Officer of DebitFone
from April, 1998 to May, 1999. Among other things, Mr. Ellis was responsible for
conducting  technical and business  evaluations of new products and initiatives,
including international ventures,  raising equity funding to support DebitFone's
growth,  and expanding into new prepaid cellular  product  offerings and digital
protocols.  From July,  1995 to September,  1996, Mr. Ellis served as President,
Chief Operating Officer, and Chief Financial Officer of Omni Telecommunications,
Inc., a full service,  international  cellular telephone company in the business
of technology advancement, engineering design, production support, distribution,
and marketing of prepaid  airtime  cellular  phones and  accessories and similar
related positions for its successor company, IMI  Telecommunications,  Inc. from
March,  1997 until April 1998. From April, 1993 to July, 1995, Mr. Ellis was the
Chief  Financial  and  Administrative  Officer  of Tiernay  Turbine,  an Arizona
defense  contractor engaged in the development and production of auxiliary power
generation  units for a variety of domestic  and foreign  customers.  During the
nearly  thirty  years  prior to 1993,  Mr.  Ellis has  served  in a  variety  of
capacities including Group Controller,  Barnes Aerospace Company in Connecticut;
Director of Finance and  Administration at Philips Circuit  Assemblies of Tampa,
Florida;  Director of Finance at Martin Marietta Aerospace in Orlando,  Florida;
Controller,  Honeywell, Inc. in Clearwater, Florida and Minneapolis,  Minnesota;
and Cost Supervisor, International Harvester, Fort Wayne, Indiana. Mr. Ellis has
a Bachelor of Science in Accountancy from the University of Illinois,  and he is
a CPA.

     Both John M. Burris and Matthew F.  Jodziewicz  will continue as members of
the Board of Directors of the Registrant.

     There are no arrangements or understandings among members of the former and

<PAGE>4

new control groups with respect to election of directors or other matters.

     The Registrant's officers remain as follows:

Name                                  Position
------------------------              ------------------------------------------
John M. Burris                        Vice President, Chief Financial Officer
                                      and Director
Matthew F. Jodziewicz                 Vice President of Technology and Legal
                                      Affairs, Secretary and Director


                                   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 hereunto duly authorized.


                                                     ORA Electronics, Inc.



                                                  /s/ JOHN M. BURRIS
                                                      -------------------------
                                                      John M. Burris
                                                      Chief Financial Officer

Date:  May 24, 2000
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 8618}]
{"company-data": {"conformed-name": "ORA ELECTRONICS INC", "cik": "0001029182", "assigned-sic": "3571", "irs-number": "954607830", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21903", "film-number": "643026"}, "business-address": {"street1": "9410 OWENSMOUTH AVE", "city": "CHATSWORTH", "state": "CA", "zip": "91311", "phone": "8187722700"}, "mail-address": {"street1": "9410 OVENSMOUTH AVE", "city": "CHATSWORTH", "state": "CA", "zip": "91313"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

           Pursuant to Section 13 or 15(d) of the Securities Exchange
                                  Act of 1934.

         Date of Report (Date of earliest event reported): May 23, 2000

                              ORA Electronics, Inc.
                -------------------------------------------------
               (Exact name of registrant as specified in charter)

         Delaware                       0-21903                  95-4607830
 ----------------------------        ------------           --------------------
(State or other jurisdiction         (Commission               (IRS Employer
       of incorporation)             File Number)            Identification No.)

        9410 Owensmouth Avenue
        Chatsworth, California                                        91311
----------------------------------------                           ----------
(Address of principal executive offices)                           (Zip Code)

                                (818) 772- 2700
               ---------------------------------------------------
              (Registrant's telephone number, including area code)
2

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

     Pursuant  to a Stock  Purchase  Agreement  dated May 23,  2000,  Mrs.  Ruth
Cooper,  a director and beneficial  owner of 4,982,600 shares of the Registrants
common stock, sold 3,982,000 shares of such common stock to SATX, Inc. ("SATX").
SATX now owns  approximately  56% of the issued and outstanding  common stock of
the Registrant.  In consideration for the sale of her 3,982,600 shares of common
stock,  SATX paid to Mrs.  Cooper  $150,000 in cash,  $23,185  payable in twelve
monthly  installments,  400,000  shares of SATX  common  stock and  assumed  the
liability for a promissory note owed to ORA Electronics,  Inc. by Mrs. Cooper in
the amount of $299,347.

The  source of the  consideration  paid to Mrs.  Cooper  came  from the  working
capital of SATX.

     SATX, a publicly  held company  engaged in  telecommunications  technology,
develops and markets prepaid  cellular  handsets and global tracking  devices in
addition to investing in relevant technology companies. SATX common stock trades
on the OTC Electronic Bulletin Board under the symbol "SATX".

     In view of the  controlling  interest now owned by SATX,  Mrs.  Ruth Cooper
resigned as a director  and the  following  individuals  were  appointed  to the
Registrants Board of Directors:

     Name                    Age               Position With SATX
----------------------      -----    -------------------------------------------

Merritt W. Jesson             55     Chairman of the Board, CEO and President
Khoren Shaginian              38     Director, Secretary and Treasurer
Robert W. Ellis               58     Director, Chief Operating Officer and Chief
                                     Financial Officer

     The  following is a brief account of the business  experience  for each new
director,  including  principal  occupations and employment during the past five
years.

     MERRITT W. JESSON was the President, Chief Executive Officer and one of the
founders of DebitFone  International,  Inc. ("DebitFone") since its inception in
October,  1996 until its  acquisition  by SATX in May,  1999 when he assumed his
current  positions  with  SATX.  From  1993  to May,  1996,  Mr.  Jesson  worked
independently  to develop both the "Switch  Based" and the  "Intelligent"  debit
phones.  From 1991 to 1993, Mr. Jesson was President,  Chief Executive  Officer,
and the founder of Connect One  Telecommunications,  Inc., a nationwide  prepaid
calling card company.  Prior to 1991,  Mr. Jesson was a General  Contractor  for
over 20 years, a production  supervisor for General  Motors  Corporation,  and a
hydraulic specialist for the United States Air Force.
3

     KHOREN  SHAGINIAN  has served as a  director  and as SATX's  Secretary  and
Treasurer since May, 1999. Prior to joining SATX, , Mr. Shaginian gained a broad
range of experience  in finance and project  development  in such  industries as
real estate,  environmental  services, and waste management.  From October, 1997
until the present,  he has served as the Chief  Financial  Officer and Executive
Vice President of Komar Investments, LLC, a multi-million dollar holding company
engaged in a wide variety of public and private  investments.  Komar Investments
manages the Shirvanian Family Investment Trust, which is a principal shareholder
of SATX's  Common Stock.  Kosti  Shirvanian,  together  with his spouse,  is the
trustee  of the  Shirvanian  Family  Investment  Trust and the  Chief  Executive
Officer of Komar Investments. From January 1995 until joining Komar in 1997, Mr.
Shaginian  was a partner  in  Shaginian  &  Agliarini,  a CPA firm in  Glendale,
California.  Mr.  Shaginian  has a  Bachelor  of  Science  in  Accountancy  from
California State University at Los Angeles, and he is a CPA. Mr. Shaginian began
his career in the mid-1980's at Coopers & Lybrand,  the public  accounting  firm
now organized as PriceWaterhouse Coopers, LLP.

     ROBERT W. ELLIS  before  becoming  SATX's Chief  Operating  Officer in May,
1999, served as Chief Operating Officer and Chief Financial Officer of DebitFone
from April, 1998 to May, 1999. Among other things, Mr. Ellis was responsible for
conducting  technical and business  evaluations of new products and initiatives,
including international ventures,  raising equity funding to support DebitFone's
growth,  and expanding into new prepaid cellular  product  offerings and digital
protocols.  From July,  1995 to September,  1996, Mr. Ellis served as President,
Chief Operating Officer, and Chief Financial Officer of Omni Telecommunications,
Inc., a full service,  international  cellular telephone company in the business
of technology advancement, engineering design, production support, distribution,
and marketing of prepaid  airtime  cellular  phones and  accessories and similar
related positions for its successor company, IMI  Telecommunications,  Inc. from
March,  1997 until April 1998. From April, 1993 to July, 1995, Mr. Ellis was the
Chief  Financial  and  Administrative  Officer  of Tiernay  Turbine,  an Arizona
defense  contractor engaged in the development and production of auxiliary power
generation  units for a variety of domestic  and foreign  customers.  During the
nearly  thirty  years  prior to 1993,  Mr.  Ellis has  served  in a  variety  of
capacities including Group Controller,  Barnes Aerospace Company in Connecticut;
Director of Finance and  Administration at Philips Circuit  Assemblies of Tampa,
Florida;  Director of Finance at Martin Marietta Aerospace in Orlando,  Florida;
Controller,  Honeywell, Inc. in Clearwater, Florida and Minneapolis,  Minnesota;
and Cost Supervisor, International Harvester, Fort Wayne, Indiana. Mr. Ellis has
a Bachelor of Science in Accountancy from the University of Illinois,  and he is
a CPA.

     Both John M. Burris and Matthew F.  Jodziewicz  will continue as members of
the Board of Directors of the Registrant.

     There are no arrangements or understandings among members of the former and
4

new control groups with respect to election of directors or other matters.

     The Registrant's officers remain as follows:

Name                                  Position
------------------------              ------------------------------------------
John M. Burris                        Vice President, Chief Financial Officer
                                      and Director
Matthew F. Jodziewicz                 Vice President of Technology and Legal
                                      Affairs, Secretary and Director

                                   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 hereunto duly authorized.

                                                     ORA Electronics, Inc.

                                                  /s/ JOHN M. BURRIS
                                                      -------------------------
                                                      John M. Burris
                                                      Chief Financial Officer

Date:  May 24, 2000