AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 2000

                                                REGISTRATION NO. 33-____________




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

                              ____________________


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                              ____________________

                          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.)


                          10 Corporate Park, Suite 110
                            Irvine, California 92606
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreements
                            Legal Services Agreements
                            (Full Title of the Plan)
                              ____________________

                                  Greg Gilbert
                               President & Co-CEO
                          10 Corporate Park, Suite 110
                            Irvine, California 92606
                                 (949) 727-7420
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             M. Richard Cutler, Esq.
                                Cutler Law Group
                       610 Newport Center Drive, Suite 800
                         Newport Beach, California 92660
                                 (949) 719-1977



                                        1
<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>                      <C>               <C>                 <C>                  <C>
                         Proposed Maximum  Proposed Maximum    Amount of
Title of Securities      Amount to be      Offering Price      Aggregate Offering   Registration
to be Registered         Registered (1)    per Share(2)        Price                Fee
------------------------------------------------------------------------------------------------
Common Stock,
par value $0.001            2,265,000      $        1.63      $      3,691,950     $      974.67
------------------------------------------------------------------------------------------------
TOTAL REGISTRATION FEE      2,265,000      $        1.63      $      3,691,950     $      974.67
</TABLE>

(1)     Represents  shares of Common Stock issued to consultants of the Company.
Please  refer  to  the  Selling  Shareholders  section  of  this  document.
(2)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee  pursuant  to  Rule  457(c), based on the closing price of the
Common  Stock  on  September  1,  2000.



                                        2
<PAGE>
                                EXPLANATORY NOTE


Under  cover  of  this  Form  S-8 is a Reoffer Prospectus StarTronix prepared in
accordance  with  Part I of Form S-3 under the 1933 Act.  The Reoffer Prospectus
may  be utilized for reofferings and resales of up to 2,265,000 shares of common
stock  acquired  by  the  selling  shareholders.


                                        3
<PAGE>

                                     PART I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

StarTronix  will send or give the documents containing the information specified
in Part 1 of Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended (the "1933 Act").  StarTronix does not need to file these documents with
the  commission either as part of this Registration Statement or as prospectuses
or  prospectus  supplements  under  Rule  424  of  the  1933  Act.


                                        4
<PAGE>


                               REOFFER PROSPECTUS

                          STARTRONIX INTERNATIONAL INC.
                          10 CORPORATE PARK, SUITE 110
                            IRVINE, CALIFORNIA 92606
                                 (949) 727-7420

                        2,265,000 SHARES OF COMMON STOCK


The  shares  of  common  stock,  $0.001  par  value  per  share,  of  StarTronix
International  Inc.,  ("StarTronix"  or  the  "Company")  offered  hereby  (the
"Shares")  will  be  sold  from time to time by the individuals listed under the
Selling Shareholders section of this document (the "Selling Shareholders").  The
Selling  Shareholders acquired the Shares pursuant to compensatory benefit plans
for  consulting  and  legal  services  that the Selling Shareholders provided to
StarTronix.

The  sales  may  occur  in transactions on the NASDAQ over-the-counter market at
prevailing  market  prices  or  in negotiated transactions.  StarTronix will not
receive  proceeds from any of the sale the Shares.  StarTronix is paying for the
expenses  incurred  in  registering  the  Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

StarTronix's  common  stock  is  currently traded on the NASDAQ Over-the-Counter
Bulletin  Board  under  the  symbol  "STNX".

                            ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  17  .


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                September 5, 2000


                                        5
<PAGE>

                                TABLE OF CONTENTS


Where  You  Can  Find  More  Information                       6
Incorporated  Documents                                        6
The  Company                                                   8
Risk  Factors                                                 17
Use  of  Proceeds                                             19
Selling  Shareholders                                         20
Plan  of  Distribution                                        21
Legal  Matters                                                21
Experts                                                       21

                            ________________________


You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

StarTronix  is  required  to  file  annual, quarterly and special reports, proxy
statements  and  other  information  with the Securities and Exchange Commission
(the  "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act").  You may read and copy any reports, statements or other information
we  file  at  the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC  allows  StarTronix to "incorporate by reference" information into this
Reoffer  Prospectus,  which  means  that  the  Company  can  disclose  important
information  to  you  by referring you to another document filed separately with
the SEC.  The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer  Prospectus.

StarTronix's  Annual  Report  on  Form  10-KSB for the year ended June 30, 1999,
filed  on August 8, 2000, is incorporated herein by reference.  In addition, all
documents  filed  or  subsequently  filed  by  the Company under Sections 13(a),
13(c),  14  and  15(d) of the 1934 Act, before the termination of this offering,
are  incorporated  by  reference.


                                        6
<PAGE>

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial  Offer  at  StarTronix International Inc., at StarTronix's
executive  offices,  located at 10 Corporate Park, Suite 110, Irvine, California
92606.  StarTronix's  telephone  number  is  (949)  727-7420.  The  Company's
corporate  Web  site  address  is  http://www.startronix.com.


                                        7
<PAGE>

                                   THE COMPANY

     StarTronix  International Inc., a Delaware corporation, was incorporated in
June  1984  as  Gold Express Communications, Inc., and was originally engaged in
the  business  of  mining and natural resources.  Beginning in 1993, the Company
began divesting its mining assets and instead focused on technology sectors.  In
April  1994,  the  Company  acquired all of the outstanding stock of StarTronix,
Inc.,  a  Delaware  corporation,  which was developing products and services for
accessing  the  Internet  using  a  screen-based  telephone, a product line that
eventually  became  the  StarScreen  System.

     In  1997,  the  Company  was  unable  to continue the implementation of its
business  plan due to inadequate capital resources, and suspended all operations
until  1999.

SUBSIDIARIES

     STARTRONIX  INC.  The Company is the sole shareholder of StarTronix Inc., a
Delaware  corporation.  StarTronix  Inc. was concentrated on the development and
marketing of home-based services and products, including personal communications
and  telecommunications  products.  StarTronix  Inc. was sold in September 1999.

     STARTRONIX  MARKETING  N.A.  INC.  The  Company  formed  this subsidiary, a
Canadian  company,  on  June  4,  1996  to  market  the products and services of
StarTronix  Inc.  in the Canadian marketplace.  This entity had little activity;
it  was  dissolved  in  June  2000.

     STARTRONIX  TELCOM INC.  The Company was the sole shareholder of StarTronix
TelCom  Inc.,  (formerly  GoldTone Communications, Inc.), a subsidiary formed in
August 1995 for the purpose of providing specialized long distance telephone and
debit  card  services.  StarTronix  TelCom  Inc.  was  dissolved  in March 1999.

     STARTRONIX  ON-LINE  INC.  The  Company  formed this subsidiary in November
1995  to provide on-line services and Internet access to StarTronix.  StarTronix
On-Line  Inc.  provided  home  banking,  shopping,  bill paying, news, financial
services, email and distributor services through the Internet via local dial-up.
StarTronix  On-Line  Inc.  was  dissolved  in  March  1999.

     STARTRONIX.COM  INC.  StarTronix.com, Inc. was formed in October 1999, as a
wholly-owned  subsidiary  of  the  Company,  to  market  the upgraded StarScreen
System.

     STARTRONIX  ESOLUTIONS  INC.  StarTronix  eSolutions  Inc.  was  formed  in
December  1999, and is a wholly-owned subsidiary of the Company.  The subsidiary
was  formed  to  design,  develop,  and  support  technology for the StarScreen.

EMPLOYEES

     As  of  September  1,  2000,  there  were only two employees, Greg Gilbert,
President,  and Lloyd Adams, Chairman.  Mr. Gilbert's prior employment agreement
was  cancelled  when  operations were suspended in 1997.  He has agreed to waive
any  salary  until  such  time  as  adequate  funding  is  available  to  revive
operations.  In  September  1999,  he signed a new employment contract.  Also in
September  1999,  the  Company  executed an employment contract with Lloyd Adams
which  made  him  Chairman  and  Co-Chief  Executive  Officer  of  the  Company.


                                        8
<PAGE>

OVERVIEW

     The  Company's mission is to develop the world's first integrated Computing
and  Communications  hardware  and  software  platform  or  "Personal  Internet
Platform"  for  the Home PC and the Small Office Home Office (SOHO) marketplace.
The  StarScreen  System  is  an  "Internet  Platform"  that  will be used by the
Company's  direct  marketing  Internet  Resellers and their customers to provide
one-button  push  access  to  the  Internet for the user, (many of whom might be
first  time  users  of  computers  as  well  as the Internet).  In addition, the
StarScreen  System  is  designed to become a tool for the development of new OEM
and  Private  Label opportunities in the marketplace. StarTronix eSolutions will
develop  custom  vertical markets where the StarScreen System will be the anchor
technology solution for a competitive local exchange company, a home-health care
services  company,  etc.

     The  StarScreen  System  is  a  technology  product  line  that  seamlessly
integrates  a  desktop  computer  and  either  fixed  or wireless telephones and
intelligent  handsets  into a complete computing and communications solution for
the  home  PC  and  small  business  user.  The  StarScreen  System  features  a
pre-organized  Internet  menu  system  enabling  on-line  banking,  bill paying,
e-mail,  home  shopping, video conferencing and many other value added services.
All  are  available  at the press of a single button, or a few mouse clicks from
the  StarTronix eSolutions personalized StarPortal web-site that can be tailored
and  customized  by  each user.  Some of the targeted applications might include
the  following:

$     Small  Business  Credit  Card  Solution.

Merchant  banks  and  card  clearing  companies  who  service the small business
marketplace  with  credit  card merchant services.  The StarScreen System can be
loaded  with industry-specific software for merchants to handle customers credit
card  transactions  using  the  built-in credit card, smart card, and debit card
reader.  In  addition,  other value added business functions can be addressed to
enhance their business such as inventory management, (using bar codes), shipping
and  receiving  software to interface with package shipping companies, and other
operating  and  accounting  software  solutions  that  can  be targeted to small
business  vertical  markets.

$     ILEC's  Serving  the  Residential  Apartments and Condominium Marketplace.

A  new  class  of  service provider called an "ILEC" (Independent Local Exchange
Company)  is  now developing new vertical market bundled solutions to what might
be  described  as "Affinity Groups".  These are customers who share a geographic
area,  affinity,  club,  etc.  that might want bundled services.  The StarScreen
System  can  be  used  as  an enticement or option to renters whereby the renter
could  access  local retailers to order products, groceries, movie tickets, etc.
Also,  the landowner or ILEC can provision various information services that are
geared  toward this user group and provide billing and payment services for rent
and  other  ILEC  bundled  services  like  Pay  TV,  etc.

$     In-Home  Health-Care  Service  Providers.


                                        9
<PAGE>

In  this  area,  the  StarScreen System can operate like a multifunction medical
device  monitoring  and  communications  system  that  can  become a development
platform  for  the  creation  of  unique  "plug-and-processes"  for  heart,
blood-pressure,  and  other  vital sign monitoring for in-home medical patients.
The  patients  would  be  able  to  effectively transmit their readings to local
doctors over a secure and dependable Internet link to the local medial clinic or
hospital,  or  to  a  specialist  in another state, or another country.  Through
specialized  API,  (Applications  Programming Interfaces) and hardware adapters,
that  might work with the USB bus or the PCMCIA card slot, StarTronix eSolutions
will  be  able  to offer these unique services through our strategic OEM/Private
Label  Partners  .

The  strategy  of  the  Company  is  to  bring to the marketplace the StarScreen
System,  believed  by  the  Company to be the world's first integrated, Internet
screen-phone system that seamlessly integrates both communications and computing
functions,  (telephone,  PC,  FAX,  answering  machine,  etc.) into a simple but
powerful platform.  It will be targeted to both U.S. and International consumers
that  may  or  may  not  yet  have  a  PC  in  their  home  or  small  business.

     The  Company  can  best  be  described  as  an  integrated "Next Generation
Provider" in that the Company is offering a unique "bundled" Internet access and
value-added  services  program  that  is provisioned using the StarScreen System
(Personal  Internet  Screen-Phone  Platform).  The  services  offered  include:
unlimited  Internet  dial-up accessed to either 56Kbps direct dial-up or through
ADSL or cable access (where available) in the marketplace and provisioned by the
Company  through  our  partners,  e-mail  access, web-site solutions, customized
on-line  shopping, electronic-banking, bill-paying services, custom IP-telephony
communications services and value-added content and entertainment programs.  The
StarScreen  System  is provided to the users who simply pay a monthly system fee
depending  on  the  type of services desired and the speed of the access service
chosen.  The  target  markets  are  the  first  time  Home  PC user who might be
purchasing  a  computer  for  the  first  time, as well as the Small Office Home
Office  (SOHO)  customer  that  wants  to  acquire an "all-in-one" telephony and
computer  appliance  that  is  better  suited  to  their  small  business needs.

     The  Company  will  market  the  bundled  services  through  two  primary
distribution  channels:

$     Internet  Resellers  and  OEM/Private  Label partners.  Internet Resellers
sell  directly  to home PC users and the SOHO marketplace.  The Company, through
its  wholly-owned  subsidiary StarTronix.com Inc. ("StarTronix.com") is a unique
Internet  marketing,  sales  and  customer-support  company  responsible  for
building-up  and  supporting  independent  Internet  Reselling  Distributors.
StarTronix.com  develops  "Internet  Resellers"  through a marketing, promotion,
recruiting  and  customer  support  model, while utilizing an integrated on-line
services-oriented  Internet  Site  and Services strategy developed by StarTronix
eSolutions  (see below) for the support of its distributors and the provisioning
of  standard  Internet  dial-up access and premium information and entertainment
services  for  its  customers.

$     OEM  and  Private  Label alliance partners who develop custom hardware and
software  solutions  that  are  targeted  to  niche marketplaces where they will
bundle  value added hardware and software to sell an "integrated" solution.  The
Company  through  its second wholly-owned subsidiary, StarTronix eSolutions Inc.
("StarTronix  eSolutions"),  is  a  business  development, and Internet services
provisioning  company  that  is  responsible  for  designing,  developing,  and
supporting  the  technology  for  the StarScreen System and creating value-added
Internet  service  programs  that  are  promoted  by  the  Company and its other
subsidiaries.  StarTronix  eSolutions  is  actively  involved  in overseeing the
creation  of  the  web-based  e-commerce,  on-line  Internet and service support
initiatives.  StarTronix  eSolutions  is  also  responsible  for  developing and
managing  the  strategic  alliances  and  key  partners  who  will work with the
Company.


                                       10
<PAGE>

                               STARTRONIX.COM INC.

     StarTronix.com  Inc.,  a Delaware Corporation founded in October 1999, is a
wholly-owned  subsidiary  of  StarTronix  International  Inc.  Headquartered  in
Irvine,  California,  StarTronix.com  was  formed by StarTronix International to
market  the  upgraded  StarScreen  System.

     StarTronix.com  is  a  national  marketing  organization which will include
independent distributors trained as Internet Resellers to market a new dimension
of  on-line services and personal/home communication products never before found
within  a  single  system.  These services combined with user-friendly products,
re-define  the  way  information  and  communications  can  be  accessed for the
home-based  business.

PRODUCTS  AND  SERVICES

     The  StarScreen  System  is  believed  by  management  to  be  the  first
user-friendly  "Internet  Platform"  based  on  advanced telephony and computing
technology  that  offers  first-time  PC  computer users and home-based business
owners  a  cost-effective  integrated  telephone  communications  and  computer
platform.  It  is  uniquely  designed  into  a  compact  and  stylish
consumer-electronics-class desktop appliance.  The StarScreen System is equipped
with a powerful Windows-based computing platform that has a built-in growth path
for  expanding  computing  power  as  well  as adapting to external peripherals,
storage and communications devices that consumers have come to expect due to the
fast-pace and changing technology marketplace.  The StarScreen System users will
be  able  to  accomplish  a wide variety of desktop computing and communications
functions.  These  functions  include  on-line  Internet  access,  e-mail,  bill
paying,  home banking, home shopping, faxing and many other interactive services
that  StarTronix.com  will  be  providing  in concert with its strategic service
providers.  In  addition,  the  StarScreen  System also provides for a number of
communications  facilities  utilizing  its  built-in telephony sub-system, whose
features  include:  2-line phone, digital answering machine, voice mailboxes for
home  users,  faxing  terminal, and various caller ID feature sets (available as
optional  services  from  the  phone  company)  which  can  be accessed from the
computer  via  software  utilities.

     The  upgraded  StarScreen  System  has  been  developed  by  Western Global
Telecommunications,  Inc. (WGT) utilizing technology and sub-components that are
capable  of  being  upgraded  as  technology  advances.  Major  changes  in  the
functionality  can  be  facilitated in software or accomplished in hardware with
minimal  effort  in  overall  manufacturing  or  product  design.  This  allows
continuous  offerings  for  planned  future  options.

     The  StarScreen System includes the latest in Pentium processor technology,
significant  local  memory  to run specialty applications, an externally adapted
CD-ROM  drive  for  upgrading  or  adding  applications,  as  well as a complete
modem/fax/voice-mail  system.  Unlike  other  Internet  access-only devices that
simply  provide  a  "thin-client"  software  platform through either a black and
white  monochrome  screen, or a television set, the StarScreen System includes a
complete  PC with a compliment of external connectivity options including RS-232
serial  port,  parallel  port, game port, PCMCIA Ports, sound inputs/outputs and
Universal  Serial  Bus  (USB)  ports,  as well as an integrated 10/100T Ethernet
network  interface.


                                       11
<PAGE>

Standard  Services

     Management  hopes  that  the  no fee group of standard services provided to
end-users and Internet Resellers will make StarTronix.com a favorite destination
for  our  users  increasing the value of our on-line display banner advertising.
Many  of  these  areas  represent  an  opportunity to provide additional premium
services  that  generate  additional  revenue  for  StarTronix.com.

The  standard  services  include  the  following:

$     On-Line  Shopping:  The  StarTronix.com  Store  will  provide  the typical
accessories  ordered  by  our  users including printers, scanners and high speed
connection  devices.  The Internet Reseller will be able to complete their sales
here  and  also  order  support  materials  for  their  business.  All users and
visitors  to the site will be able to shop from main categories including books,
music,  software  and  auctions.

$     Training:  Training  the  Internet  Resellers to be effective in sales and
operations  of  their business and basic StarScreen System use and operations is
provided.  The  interactive  support  area  will  handle  the  most  common user
questions  to  allow  StarTronix.com  to maximize our dedicated customer support
team.

$     e-Mail:  StarTronix.com  e-mail  will  be outsourced to our ISP partner or
strategic  e-mail  vendor  and  we  will  provide  up  to 10 e-mail accounts per
StarScreen  System depending on the plan chosen by the customer.  StarTronix.com
is  investigating  a  number of user-friendly e-mail packages on the marketplace
today  to provide a standard e-mail client that is compatible with any SMTP/POP3
e-mail  server.

$     e-Fax:  The  multi-functional  capabilities of the StarScreen System allow
it  to directly receive faxes with local storage.  The StarScreen System is also
a full-featured faxing solution with the integrated fax software.  A scanner can
be ordered from StarTronix.com to allow the user to send paper source documents.
Users  can  also  choose  an  Internet  faxing  solution  through  a third party
electronic  faxing  supplier where a free phone number is provided and all faxed
documents  are  automatically  sent  to  the  user  as  an  e-mail  attachment.

$     Search  Portal:  StarTronix.com  will  be developing alliances with a wide
variety  of  search  engine  providers  and portals on the Internet to provide a
comprehensive  set  of  Internet  searching  solutions  that will "mine" all the
leading  search  engines  on the Internet to provide an aggregated search result
list  for  subscribers.  In  addition  a  rich  base  of  personalized  Internet
calendars,  schedules,  address  book  and other collaborative software services
will  be  provided to the subscribers through alliances with some of the leading
application  services  providers  on  the  Internet.

$     Customized Advertisements:  Special advertising opportunities are possible
by  leveraging the StarTronix.com Independent Internet Reseller channels whereby
local  advertisers  can  be  solicited  directly  to  include advertising on the
StarTronix.com  web-site  targeted to StarScreen System users by location.  Data
can  be  maintained in the master user database so local ads can be delivered by
local companies and provide specialized offers tailored to the users lifestyles.
This  represents  an  interesting  "localized"  revenue  stream  model  for both
StarTronix.com  and  its  Internet  Resellers.


                                       12
<PAGE>

$     Bill  Paying:  Through  alliances with both regional and national Internet
banking  companies, StarTronix.com will be able to provide its users the ability
to  pay  their phone, electric and other monthly bills on-line through credit or
bank  debit  cards.  This can also be extended to other payment entities such as
grocery  bills,  and  small  business  oriented  vendors  and  suppliers.
StarTronix.com  is  also  exploring  the  use  of  Smart Card technology for the
StarScreen  System  which  will encrypted and authenticated security services in
concert  with  the  financial  bill  paying  and  banking  services.

$     Local  Information:  Local  events  and activities including movie theater
listings,  concerts  and  sporting  events including ticket-purchasing links are
provided  from  existing  regional portals that are aggregating this information
today and will be tied into the StarTronix.com web site through special alliance
relationships.  Other  local  information  including  weather,  TV  listings and
merchant  specials  is provided and is customized to their user-defined profile.

$     Financial  and  Investment  Information:  Again,  through  alliances  with
leading brokerage and financial planning service companies that are operating on
the  web  today,  StarTronix.com  users  will  be  able to manage their complete
investment  and  financial  needs over the Internet using the StarScreen System.

Premium  Services

     Premium services represent a significant additional revenue opportunity for
StarTronix.com  with  services  available  to  Internet  Resellers  and  their
customers.  StarTronix.com  will  be  developing a comprehensive set of packaged
communications  and  computing  solutions  to  enable  the Company to expand the
number of distribution channels it can access.  StarTronix.com will also be able
to  attract  a  number  of  developers to market the commercial platform for the
provisioning of services to the Home PC marketplace as well as the SOHO business
owners.  The  Internet  is  providing  many  new avenues for income from new and
traditional  services,  which  are more effectively delivered on-line, using new
hardware  and  software  interfaces.

$     Home  Security  Services:  Several  revenue opportunities are available to
StarTronix.com  through  the  integration  of  home  security  devices  into the
StarScreen  System.  User  interface  and  management  as  well as on-line alarm
notification  and  the automatic request of emergency services will be available
through  the  provision  of  an "alarm seizure jack" in the StarScreen System to
various  alarm  systems.  This  area  will  include  special  API  (Applications
Programming  Interface)  kits  that  will be made available to our OEM (original
equipment  manufacturers)/Private  Label  partners  to develop solutions for the
StarScreen  System.  These  new  services  will  then  be  available through our
partner  alliances  as  well  as  through  StarTronix.com.

$     Multi-site  Video  and  Audio Conferencing:  This premium service solution
will be provided to StarTronix.com from a third party alliance partner that will
provision  a multi-site audio bridging or multi-site video conferencing facility
where  more  than  one  person  can participate in an audio or video conference.
These  services  provide  for  a  fully collaborative environment where multiple
users  can  share  files  and  a  common  whiteboard  during  an  audio or video
conference.  A  USB  video  camera can be ordered from StarTronix.com to support
the  video  functionality.

$     Internet  Phone:  Allows  phone calls to be placed through the Internet to
other  Internet phone users.  Partners and Software Solutions are available from
a variety of vendors, and StarTronix.com is already in discussions with a number
of  candidate  alliance  partners  in  this  area.


                                       13
<PAGE>

$     Home  Automation and Networking:  The StarScreen System can act as a "Home
Server"  for  other  Internet  appliances and thin clients.  The future wireless
StarScreen  System  can  become the network hub or server for the entire home or
office.

$     Health  &  Lifestyle  Information:  Partnerships  with  Dr.  Koop,  WebMD,
eDiets,  iVilliage  and  others  are  planned  to  allow  users to improve their
lifestyle  through managed and tailored diet, meal, shopping and exercise plans.

$     Subscription  Intranets:  To  support  the  small  home  office  user,
StarTronix.com  is  developing  partnerships  with  a  wide variety of web-based
intranet  and  remote  office services companies to provide a complete web based
corporate  Intranet  for  small  and network-based business.  Services include a
company  portal,  company  news, HR, procurement, bulletin boards, conferencing,
document  storage,  group  calendars  and  related  services  will  result  in a
recurring  revenue  stream  for  StarTronix.com.

STRATEGIC  PARTNERS

     Western  Global  Communications, Inc. (WGT), an Irvine, California company,
has  been  contracted  by  StarTronix  International  Inc.  to manage the design
upgrade of the existing StarScreen System previously sold by StarTronix.  WGT is
working  closely  with StarTronix eSolutions on the design configuration, module
procurement,  assembly,  testing,  and  fulfillment  strategies to assure that a
high-level  of  quality  control is maintained.  The StarScreen System prototype
has  been  developed  and  the pre-production unit is currently being tested and
evaluated.

     All  warehousing,  distribution,  shipping,  and fulfillment of the product
will  be  performed  by  a  key  third party fulfillment house under a long-term
outsourcing  contract.  StarTronix.com  has evaluated a number of proposals from
both  small and large fulfillment houses and is currently in the final stages of
decision  making  to  determine  the  most appropriate fulfillment house for the
Company.  One  of  these  companies  is  currently  providing  nationwide  PC
fulfillment  services  for  two  of  the  largest PC manufacturers in the United
States.

     On-line  web  development,  Screen-Phone  firmware  &  operating  system
integration, connectivity issues, screen instructions and configuration software
will  be  overseen  by  StarTronix  eSolutions.  Outside support and third party
development  services  will  be  provided  by key strategic development partners
located  in  Atlanta,  Georgia  and  Southern  California.  A number of web-site
hosting,  software  development  and integration specialists have been contacted
and  various request for proposals and specifications for work have already been
submitted  and  are under final review by the Company.  In addition, a number of
new  "Friction-Free"  advertiser  supported  content  and  service  models  have
recently  been  launched in the Internet marketplace that StarTronix.com will be
able  to  utilize.

     Other  strategic  partners  that  StarTronix.com  is  in  various stages of
discussion  with include: video conferencing companies, long distance providers,
local  telcos,  CLEC's,  on-line  shopping  companies,  search engines, software
companies,  advertising  management  companies,  ISP's,  etc.


                                       14
<PAGE>

                       STARTRONIX  ESOLUTIONS  INC.

INTERNET  SERVICES  DEVELOPMENT

     StarTronix  eSolutions  Inc.,  a  Delaware  Corporation founded in December
1999,  is  a  wholly  owned  subsidiary  of  StarTronix  International  Inc.
Headquartered  in  Atlanta,  Georgia,  StarTronix  eSolutions  is  a  business
development  and  Internet services provisioning company that is responsible for
designing,  developing,  and  supporting  the  technology for the StarTronix.com
StarScreen  System  and  creating value-added Internet service programs that are
promoted  by  the  Company  and  its  other  subsidiaries.

     StarTronix  eSolutions  is  actively  involved in the design, manufacturing
liaison,  and  operational  development  of the StarScreen System product and is
overseeing  the  creation  of  the  StarTronix.com web-based e-commerce, on-line
Internet  and  service  support initiatives, and the management of the strategic
alliances  and  key  partners  who  will  work  with  StarTronix.com.

     StarTronix  eSolutions  will be responsible for the development of or third
party  licensing  and  OEM  outsourcing.  The  StarScreen  System  Applications
Software Suite will be outsourced to a well known hardware and software supplier
and contains the following features, advantages, and benefits for the StarScreen
System  user:

1.     Integrated  StarScreen  System  Software  Solution  Set  which  includes:

a.     Operating  System  Software  (Windows or other screen-phone friendly OS).
b.     Integrated  Communications  Software for Voice, Data, Fax and Multimedia,
(Audio,  Video).
c.     Credit,  Debit, and Smart Card Reader Services (for the integrated Hybrid
Reader).
d.     Value-Added  Hardware  and  Software  Solutions for the StarScreen System
(With  Third  Party  OEM  clients).

2.     On-line  Dial-up  Access  Services  for  the  StarScreen  System:

a.     National  US  and  Canada  POP-dial-up  access.
b.     Internet  E-Mail  solutions  for  Users  and  Groups.
c.     Internet  Banking,  Bill  Paying  and  Financial  Support  Services.
d.     Web-Hosting  Solutions  for  home  and  small  business  users.
e.     e-Commerce  Solutions  for  small  business  users.
f.     The  StarTronix.com  StarPortal Access, Search, and Value Added Services.

3.     Complete  Applications  Software  Suite,  (Word  Processing, Spreadsheet,
Presentation,  etc).

a.     Fully  integrated  productivity environment: spreadsheet, word processor,
presentation,  graphics,  database,  event  planning,  e-mail,  and  news reader
applications.
b.     For  The  Millenium StarScreen System the Software bundle will be Windows
98  and Microsoft Works 2000 which is an integrated entry-level Word Processing,
Spreadsheet,  Database  and  Communications  Solution.
c.     Runs  natively  Intel  platforms, Windows 95, Windows 98, and Windows NT,
OS/2,  and  will  also  operate  on  Linux.
d.     Supports  open protocols, open file formats, and industry standards.


                                       15
<PAGE>

                               LEGAL  PROCEEDINGS

     On November 7,1996 a suspension of conversion of the Series "C" Convertible
Preferred  stock  was announced to preferred stockholders as a result of alleged
irregularities  in  the  trading  of  StarTronix' Common Stock, which management
believed  was related to the conversion terms of a previous Regulation S private
placement.  A  shareholder  brought  an action against the Company to compel the
conversion  of  certain  class "C" Preferred Stock to Common stock or to rescind
the  subscription agreement and recover the shareholders' original investment in
the  amount  of  $1,337,500.  In  December  1996, a second action was filed by a
shareholder  group  in  the  Superior  Court  of  the State of California in Los
Angeles County related to the suspension of the conversion feature of the Series
"C"  Preferred  Stock.  The  action  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  settled  the lawsuits with all but two of the Series "C" Preferred
Stock  holders,  resulting  in  the  conversion  of  their  shares as originally
contemplated.  In  August  1999  and May 2000, a settlement was reached with the
final  two  holders of Series "C" Preferred Stock, who were issued 1,250,000 and
2,000,000  shares  of  common  stock,  respectively.

     In  1996,  the  Company  was  unable  to continue the implementation of its
business  plan due to inadequate capital resources, and suspended all operations
until  1999.  The Company currently has the following material outstanding legal
matters,  all  of  which  arose  during  the  aforementioned  period:

$     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.

$     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.

$     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.

$     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.

$     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 may from time to time be involved in various other claims, lawsuits,
disputes with third parties, actions involving allegations of discrimination, or
breach  of  contract  actions  incidental  to  the  operation  of  its business.


                                       16
<PAGE>

                                  RISK FACTORS

In  this section we highlight some of the risks associated with our business and
operations.  Prospective  investors should carefully consider the following risk
factors  when  evaluating  an  investment  in  the  common stock offered by this
Reoffer  Prospectus.

FUTURE  CAPITAL  NEEDS.  To  date, we have relied mostly on private funding from
the  sale  of  restricted shares of our Common Stock and short term borrowing to
fund  our  operations.  We  have  extremely  limited  cash liquidity and capital
resources  to  meet  our ongoing expenses.  Our future capital requirements will
depend  on  many  factors,  including  our  ability  to  market our products and
services  successfully,  our  cash  flow  from  operations, and competing market
developments.  Our business plan requires additional funding beyond the proceeds
previously  generated  from  the  sale  of  our  restricted  Common  Stock.
Consequently,  although  we currently have no specific plans or arrangements for
financing,  we  intend  to  raise  additional  funds through private placements,
public  offerings  or  other  financings.  Any equity financings would result in
dilution  to  our  then-existing  shareholders.  Additionally,  sources  of debt
financing  may  result in higher interest expense.  Any financing, if available,
may  be  on terms unfavorable to us.  If adequate funds are not obtained, we may
be  required  to  reduce  or curtail operations.  Our existing capital resources
will  not  be  adequate  to  satisfy  our current operating expenses and capital
requirements for the next full fiscal year.  Consequently, we may have to secure
additional  financing  in  order  to  develop  our  business  plan.

THERE IS A LIMITED PUBLIC TRADING MARKET FOR OUR COMMON STOCK.  Our Common Stock
presently  trades on the Nasdaq over-the-counter bulletin board under the symbol
STNX.  There  can  be  no  assurance, however, that such market will continue or
that  investors in this offering will be able to liquidate their shares acquired
in  this  Offering  at the price herein or otherwise.  There can be no assurance
that  any  other  market  will  be  established  in the future.  There can be no
assurance  that  an  investor  will  be  able to liquidate his or her investment
without  considerable  delay,  if  at all.  The price of our Common Stock may be
highly  volatile.  Additionally,  the  factors  discussed  in  this Risk Factors
section  may have a significant impact on the market price of the shares offered
in  this  Reoffer  Prospectus.

COMPETITION.   The Internet appliances and Internet service providers industries
are  highly  competitive  and  include  dominant worldwide firms such as Lucent,
Samsung,  America  Online,  AT&T  and countless others.  Many of our competitors
have  significantly more assets and resources than we have.  Although we believe
that  we  have  the  human  and  technical  resources to pursue our strategy and
compete  effectively  in  this  competitive environment, our success will depend
upon our  continued ability to profitablity provide quality, high value services
at  prices  generally  competitive  with,  or  lower  than  those charged by our
competitors.  Competition  from  very  large  and  well-financed  companies  may
attract  potential  suppliers,  resellers,  and  customers  away  from  us.  In
addition,  there  may  be  other  competitors  that  we  have  not  identified.

We  can  make  no representations or assurances that there will not be increased
competition  or  that our projections will ever be realized due to the intensity
of  competition.


                                       17
<PAGE>

OUR  STARSCREEN  SYSTEM  HAS NOT YET RECEIVED NECESSARY REGULATORY APPROVAL.  We
have  not  yet petitioned the Federal Communications Commission for the approval
which is necessary before we can sell our StarScreen products.  Further, we have
no  estimate  as to how long it will take to obtain the necessary approvals once
our petition is submitted.  Because we cannot sell the StarScreen products until
we  have  obtained  the  necessary approvals, there may be a delay in generating
sales  revenues.

INTERNET  RELATED  RISKS.  We  are  subject  to  federal,  state, and local laws
concerning the conduct of business on the Internet.  Today, there are relatively
few  laws  specifically  directed  towards online services.  However, due to the
increasing  popularity  and  use of the Internet and online services, additional
laws  and  regulations may be adopted in the future with respect to the Internet
or  online  services.  These  laws  and  regulations  could cover issues such as
online  contracts,  user privacy, freedom of expression, pricing, fraud, content
and  quality  of  products  and  services,  taxation,  advertising, intellectual
property  rights  and  information security.  There can be no assurance that the
regulatory  authorities in one or more states or the federal government will not
take  action  having an adverse effect on the business or financial condition or
results  of  StarTronix.

DEPENDENCE  ON  MANAGEMENT.  Our  success depends, to a significant extent, upon
certain key employees and directors, including primarily, Greg Gilbert and Lloyd
Adams.  The  loss  of  services  of  one or more of these employees or directors
could  have  a  material  adverse  effect on our business.  In addition, we have
substantial  need  for  additional qualified management and marketing personnel.
We  believe that our future success will also depend in part upon our ability to
attract,  retain  and  motivate  qualified personnel.  There can be no assurance
that  we  will  be  successful  in  attracting  and  retaining  such  personnel.
Competition  for  such  personnel  is  intense.  We  currently do not maintain a
policy  of  key  man  life  insurance  on  any  employees.

PROTECTION OF PROPRIETARY INFORMATION.  Currently, we do not hold any patents or
trademarks  on  any  of  our  names, products or processes under development. We
intend  to  seek patent protection for our StarScreen System, however, there can
be  no  assurances  we will be granted such protection.  We  treat our technical
data  as  confidential and rely on internal nondisclosure safeguards, as well as
on laws protecting trade secrets, to protect our proprietary information.  There
can  be  no  assurance  that  these  measures  will  adequately  protect  the
confidentiality  of  our  proprietary  information  or  that  others  will  not
independently  develop products or technology that are equivalent or superior to
ours.  We  may receive in the future communications from third parties asserting
that  our  products infringe the proprietary rights of third parties.  There can
be  no  assurance that any such claims would not result in protracted and costly
litigation,  having  a  materially  adverse  and  negative  effect on us and our
financial  results.

DIFFICULTY  OF  PLANNED  EXPANSION; MANAGEMENT OF GROWTH.  We plan to expand our
level  of  operations.  Our  operating results will be adversely affected if net
sales  do  not increase sufficiently to compensate for the increase in operating
expenses  caused  by  this  expansion.  In  addition,  our  planned expansion of
operations  may cause significant strain on our management, technical, financial
and  other  resources.  To  manage  our  growth effectively, we must continue to
improve and expand our existing resources and management information systems and
must attract, train and motivate qualified managers and employees.  There can be
no assurance, however, that we will successfully be able to achieve these goals.
If  we  are  unable  to manage growth effectively, our operating results will be
adversely  affected.


                                       18
<PAGE>

AUTHORIZATION  OF  ADDITIONAL  SHARES  OF  COMMON  STOCK.  Our  Articles  of
Incorporation  authorize  the  issuance  of  up  to 100,000,000 shares of Common
Stock.  Our  Board  of Directors has the authority to issue additional shares of
Common  Stock and to issue options and warrants to purchase shares of our Common
Stock without shareholder approval.  Future issuance of Common Stock could be at
values  substantially  below  current  market  prices  therefore could represent
further  substantial  dilution  to investors in this Offering.  In addition, the
Board  could  issue  large  blocks  of  voting stock to fend off unwanted tender
offers  or  hostile  takeovers  without  further  shareholder  approval.

AUTHORIZATION  OF  ADDITIONAL  SHARES  OF  PREFERRED  STOCK.   Our  Articles  of
Incorporation  also  authorizes  the  issuance  of  up  to  10,000,000 shares of
Preferred  Stock  in  one  or more series.  Consequently, our Board of Directors
have  the  authority  to  fix the number of preferred shares and to determine or
alter  for  each  such series, such voting powers, full or limited, or no voting
powers,  and  such  designations,  preferences,  and  relative,  participating,
optional,  or other rights and such qualifications, limitations, or restrictions
thereof,  in  a  resolution  or  resolutions  adopted  by the Board of Directors
providing  for  the  issue  of  such  shares.  The  Board  of Directors are also
authorized  to  increase or decrease (but not below the number of shares of such
series  then  outstanding)  the number of shares of any series subsequent to the
issue  of  shares  of  that  series.

                               USE  OF  PROCEEDS

StarTronix  will  not  receive  any  of  the proceeds from the sale of shares of
common  stock  by  the  Selling  Shareholders.


                                       19
<PAGE>

                              SELLING SHAREHOLDERS

The  Shares  of  StarTronix  to  which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares  pursuant  to  a  compensatory  benefit  plan  with  StarTronix  for
consulting  and  legal  services  they  provided  to  StarTronix.  The  Selling
Shareholders may resell all, a portion or none of such Shares from time to time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the  Company as of September 5, 2000,  the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.


<TABLE>
<CAPTION>
<S>                     <C>           <C>               <C>                                <C>


                        NUMBER OF     NUMBER OF SHARES                                     % OF SHARES OWNED
SELLING                 SHARES OWNED  REGISTERED BY                                        BY SHAREHOLDER
SHAREHOLDERS            BEFORE SALE   PROSPECTUS        NUMBER OF SHARES OWNED AFTER SALE  AFTER SALE
----------------------  ------------  ----------------  ---------------------------------  -----------

Gene Abbadessa             1,546,208         1,050,000                            496,208        1.86%
----------------------  ------------  ----------------  ---------------------------------  -----------

Gabriel Nassar             1,546,208         1,050,000                            496,208        1.86%
----------------------  ------------  ----------------  ---------------------------------  -----------

M. Richard Cutler (1)        126,000           126,000                                  0        0.00%
----------------------  ------------  ----------------  ---------------------------------  -----------

Brian A. Lebrecht (2)         10,000            10,000                                  0        0.00%
----------------------  ------------  ----------------  ---------------------------------  -----------

Vi Bui (2)                     2,500             2,500                                  0        0.00%
----------------------  ------------  ----------------  ---------------------------------  -----------

Stephanie Crumpler (2)         2,500             2,500                                  0        0.00%
----------------------  ------------  ----------------  ---------------------------------  -----------

Cora Lo (2)                    1,500             1,500                                  0        0.00%
----------------------  ------------  ----------------  ---------------------------------  -----------

Jaime Ceniceros (2)            1,000             1,000                                  0        0.00%
----------------------  ------------  ----------------  ---------------------------------  -----------

Rebecca Laveaga (2)            1,000             1,000                                  0        0.00%
----------------------  ------------  ----------------  ---------------------------------  -----------

Elaine Arritt (2)                500               500                                  0        0.00%
----------------------  ------------  ----------------  ---------------------------------  -----------

Jonathan Gulla                26,876            20,000                              6,876        0.03%
----------------------  ------------  ----------------  ---------------------------------  -----------

TOTAL SELLING SHARES:                        2,265,000
----------------------                    ------------
</TABLE>


(1)  Mr.  Cutler is StarTronix's securities attorney.  The securities registered
pursuant  to  the  Reoffer Prospectus represent shares of common stock issued to
Mr.  Cutler  in  exchange  for  legal  services  provided  to  StarTronix.
(2)  Employee  of  Mr.  Cutler.
(3)  Includes  6,876  shares  held  in  the name of family members of Mr. Gulla.


                                       20
<PAGE>

                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or  more  transactions  on  the  Nasdaq
Over-the-Counter  Bulletin Board, or other exchange, in a negotiated transaction
or  in a combination of such methods of sale, at market prices prevailing at the
time  of  sale,  at prices related to such prevailing market prices or at prices
otherwise  negotiated.  The Selling Shareholders may effect such transactions by
selling  the  Shares  to or through brokers-dealers, and such broker-dealers may
receive  compensation  in  the  form  of  underwriting discounts, concessions or
commissions  from  the  Selling Shareholders and/or the purchasers of the Shares
for  whom  such  broker-dealers may act as agent (which compensation may be less
than  or  in  excess  of  customary  commissions).

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company will pay all expenses in connection with this offering and will not
receive  any  proceeds  from  sales  of  any Shares by the Selling Shareholders.

                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  the  Cutler  Law  Group, Newport Beach, California.  The Cutler Law
Group  and  its employees currently holds 145,000 shares of the Company's Common
Stock.

                                     EXPERTS

The  balance  sheets  as  of  June  30,  1999  and the statements of operations,
shareholders'  equity  and  cash flows for the two years ended June 30, 1999 and
1998  of  StarTronix  International, Inc. have been incorporated by reference in
this  Registration  Statement  in  reliance on the report of Strabala, Ramirez &
Associates,  independent  accountants,  given  on  the authority of that firm as
experts  in  accounting  and  auditing.


                                       21
<PAGE>

                                     PART II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.   INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

(i)     The  Registrant's  Annual  Report on Form 10-KSB for the year ended June
30,  1999,  filed  with  the  Commission  on  August  8,  2000.

(ii)     All  other  reports  and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the  Company by the Cutler Law Group, counsel to the Company.

Mr. M. Richard Cutler, principal of the Cutler Law Group is the beneficial owner
of  126,000  shares  of  Common  Stock  of  the Company.  All such shares of the
foregoing  are  being registered for sale herein.  Other employees of the Cutler
Law  Group  hold an additional 19,000 shares of the Common Stock of the Company.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Corporation  Laws of the State of Delaware and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

The  Shares  were  issued for advisory and legal services rendered.  These sales
were made in reliance of the exemption from the registration requirements of the
Securities  Act  of 1933, as amended, contained in Section 4(2) thereof covering
transactions  not  involving any public offering or not involving any "offer" or
"sale".


                                       22
<PAGE>

ITEM  8.  EXHIBITS

3.1          Articles  of  Incorporation  of  the  Registrant,  as  amended
(incorporated  herein  by  reference  to Exhibit 3.1, of the Registrant's Annual
Report  on Form 10-KSB for the period ended June 30, 1993).  (File No. 1-09190).

3.2          Bylaws  of  the  Registrant,  as amended and restated (incorporated
herein  by  reference  to  Exhibit 3.2 of the Registrant's Annual Report on Form
10-KSB  for  the  period  ended  June  30,  1996).  (File  No.  1-09190).

5.1          Opinion  of  M.  Richard  Cutler,  Esq., counsel to the Registrant,
regarding  legality  of  securities  being  registered.

23.1          Consent  of  M.  Richard  Cutler  (included  in  Exhibit  5.1).

23.2          Consent  of  Strabala,  Ramirez  &  Associates, Independent Public
Accountants.

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

(1)  To  file,  during  any  period  in  which offers or sales are being made, a
post-effective  amendment  to  this  Registration  Statement:

(i)  To  include  any prospectus required by section 10(a) (3) of the Securities
Act  of  1933;

(ii)  To  reflect  in  the  prospectus  any  facts  or  events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the registration statement;
and

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information in the registration statement; provided,
however,  that  paragraphs  (a)  (1)(i)  and  (a)  (1)  (ii) do not apply if the
registration  statement is on Form S-3, Form S-8 or Form F-3 and the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in  periodic reports filed with or furnished to the Commission by the
registrant  pursuant  to  Section 13 or Section 15(d) of the Securities Exchange
Act  of  1934  that are incorporated by reference in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

(3)  To  remove  from registration by means of a post-effective amendment any of
the  securities  being  registered which remain unsold at the termination of the
offering.


                                       23
<PAGE>

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities (other than the payment by the Registrant of expenses
incurred  or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.


                                       24
<PAGE>

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City of Irvine, State of California, on September 5, 2000.



                                         STARTRONIX  INTERNATIONAL,  INC.



                                        /s/  Greg  Gilbert
                                        -------------------
                                        By:     Greg  Gilbert
                                        Its:     President  &  Co-CEO



     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.




 /s/  Greg  Gilbert                        President,  Co-CEO  and  Director
-------------------
Greg  Gilbert

/s/  Lloyd  Adams                          Chairman  of  the  Board  and  Co-CEO
-----------------
Lloyd  Adams

 /s/  Gabriel  Nassar                      Secretary  and  Director
---------------------
Gabriel  Nassar

 /s/  Robert  Hart                         Chief  Financial  Officer
------------------
Robert  Hart

/s/  E.G.  Abbadessa                       Treasurer  and  Director
--------------------
E.G.  Abbadessa

/s/  James  L.  King                       Director
--------------------
James  L.  King



                                       25
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 68586}]
{"company-data": {"conformed-name": "STARTRONIX INTERNATIONAL INC", "cik": "0000761895", "assigned-sic": "4899", "irs-number": "912263272", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45500", "film-number": "719763"}, "business-address": {"street1": "10 CORPORATE PARK STE 110", "city": "IRVINE", "state": "CA", "zip": "92606", "phone": "949-727-7420"}, "mail-address": {"street1": "10 CORPORATE PARK SUITE 110", "city": "IRVINE", "state": "CA", "zip": "92626"}, "former-company": [{"former-conformed-name": "GOLD EXPRESS COMMUNICATIONS INC", "date-changed": "19950622"}, {"former-conformed-name": "GOLD EXPRESS CORP", "date-changed": "19920703"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 2000

                                                REGISTRATION NO. 33-____________

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

                              ____________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                              ____________________

                          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.)

                          10 Corporate Park, Suite 110
                            Irvine, California 92606
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreements
                            Legal Services Agreements
                            (Full Title of the Plan)
                              ____________________

                                  Greg Gilbert
                               President & Co-CEO
                          10 Corporate Park, Suite 110
                            Irvine, California 92606
                                 (949) 727-7420
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             M. Richard Cutler, Esq.
                                Cutler Law Group
                       610 Newport Center Drive, Suite 800
                         Newport Beach, California 92660
                                 (949) 719-1977

                                        1
CALCULATION OF REGISTRATION FEE
Proposed Maximum  Proposed Maximum    Amount of
Title of Securities      Amount to be      Offering Price      Aggregate Offering   Registration
to be Registered         Registered (1)    per Share(2)        Price                Fee
------------------------------------------------------------------------------------------------
Common Stock,
par value $0.001            2,265,000      $        1.63      $      3,691,950     $      974.67
------------------------------------------------------------------------------------------------
TOTAL REGISTRATION FEE      2,265,000      $        1.63      $      3,691,950     $      974.67
(1)     Represents  shares of Common Stock issued to consultants of the Company.
Please  refer  to  the  Selling  Shareholders  section  of  this  document.
(2)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee  pursuant  to  Rule  457(c), based on the closing price of the
Common  Stock  on  September  1,  2000.

                                        2
EXPLANATORY NOTE

Under  cover  of  this  Form  S-8 is a Reoffer Prospectus StarTronix prepared in
accordance  with  Part I of Form S-3 under the 1933 Act.  The Reoffer Prospectus
may  be utilized for reofferings and resales of up to 2,265,000 shares of common
stock  acquired  by  the  selling  shareholders.

                                        3
PART I

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

StarTronix  will send or give the documents containing the information specified
in Part 1 of Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended (the "1933 Act").  StarTronix does not need to file these documents with
the  commission either as part of this Registration Statement or as prospectuses
or  prospectus  supplements  under  Rule  424  of  the  1933  Act.

                                        4
REOFFER PROSPECTUS

                          STARTRONIX INTERNATIONAL INC.
                          10 CORPORATE PARK, SUITE 110
                            IRVINE, CALIFORNIA 92606
                                 (949) 727-7420

                        2,265,000 SHARES OF COMMON STOCK

The  shares  of  common  stock,  $0.001  par  value  per  share,  of  StarTronix
International  Inc.,  ("StarTronix"  or  the  "Company")  offered  hereby  (the
"Shares")  will  be  sold  from time to time by the individuals listed under the
Selling Shareholders section of this document (the "Selling Shareholders").  The
Selling  Shareholders acquired the Shares pursuant to compensatory benefit plans
for  consulting  and  legal  services  that the Selling Shareholders provided to
StarTronix.

The  sales  may  occur  in transactions on the NASDAQ over-the-counter market at
prevailing  market  prices  or  in negotiated transactions.  StarTronix will not
receive  proceeds from any of the sale the Shares.  StarTronix is paying for the
expenses  incurred  in  registering  the  Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

StarTronix's  common  stock  is  currently traded on the NASDAQ Over-the-Counter
Bulletin  Board  under  the  symbol  "STNX".

                            ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  17  .

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                September 5, 2000

                                        5
TABLE OF CONTENTS

Where  You  Can  Find  More  Information                       6
Incorporated  Documents                                        6
The  Company                                                   8
Risk  Factors                                                 17
Use  of  Proceeds                                             19
Selling  Shareholders                                         20
Plan  of  Distribution                                        21
Legal  Matters                                                21
Experts                                                       21

                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

StarTronix  is  required  to  file  annual, quarterly and special reports, proxy
statements  and  other  information  with the Securities and Exchange Commission
(the  "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act").  You may read and copy any reports, statements or other information
we  file  at  the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC  allows  StarTronix to "incorporate by reference" information into this
Reoffer  Prospectus,  which  means  that  the  Company  can  disclose  important
information  to  you  by referring you to another document filed separately with
the SEC.  The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer  Prospectus.

StarTronix's  Annual  Report  on  Form  10-KSB for the year ended June 30, 1999,
filed  on August 8, 2000, is incorporated herein by reference.  In addition, all
documents  filed  or  subsequently  filed  by  the Company under Sections 13(a),
13(c),  14  and  15(d) of the 1934 Act, before the termination of this offering,
are  incorporated  by  reference.

                                        6
The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial  Offer  at  StarTronix International Inc., at StarTronix's
executive  offices,  located at 10 Corporate Park, Suite 110, Irvine, California
92606.  StarTronix's  telephone  number  is  (949)  727-7420.  The  Company's
corporate  Web  site  address  is  http://www.startronix.com.

                                        7
THE COMPANY

     StarTronix  International Inc., a Delaware corporation, was incorporated in
June  1984  as  Gold Express Communications, Inc., and was originally engaged in
the  business  of  mining and natural resources.  Beginning in 1993, the Company
began divesting its mining assets and instead focused on technology sectors.  In
April  1994,  the  Company  acquired all of the outstanding stock of StarTronix,
Inc.,  a  Delaware  corporation,  which was developing products and services for
accessing  the  Internet  using  a  screen-based  telephone, a product line that
eventually  became  the  StarScreen  System.

     In  1997,  the  Company  was  unable  to continue the implementation of its
business  plan due to inadequate capital resources, and suspended all operations
until  1999.

SUBSIDIARIES

     STARTRONIX  INC.  The Company is the sole shareholder of StarTronix Inc., a
Delaware  corporation.  StarTronix  Inc. was concentrated on the development and
marketing of home-based services and products, including personal communications
and  telecommunications  products.  StarTronix  Inc. was sold in September 1999.

     STARTRONIX  MARKETING  N.A.  INC.  The  Company  formed  this subsidiary, a
Canadian  company,  on  June  4,  1996  to  market  the products and services of
StarTronix  Inc.  in the Canadian marketplace.  This entity had little activity;
it  was  dissolved  in  June  2000.

     STARTRONIX  TELCOM INC.  The Company was the sole shareholder of StarTronix
TelCom  Inc.,  (formerly  GoldTone Communications, Inc.), a subsidiary formed in
August 1995 for the purpose of providing specialized long distance telephone and
debit  card  services.  StarTronix  TelCom  Inc.  was  dissolved  in March 1999.

     STARTRONIX  ON-LINE  INC.  The  Company  formed this subsidiary in November
1995  to provide on-line services and Internet access to StarTronix.  StarTronix
On-Line  Inc.  provided  home  banking,  shopping,  bill paying, news, financial
services, email and distributor services through the Internet via local dial-up.
StarTronix  On-Line  Inc.  was  dissolved  in  March  1999.

     STARTRONIX.COM  INC.  StarTronix.com, Inc. was formed in October 1999, as a
wholly-owned  subsidiary  of  the  Company,  to  market  the upgraded StarScreen
System.

     STARTRONIX  ESOLUTIONS  INC.  StarTronix  eSolutions  Inc.  was  formed  in
December  1999, and is a wholly-owned subsidiary of the Company.  The subsidiary
was  formed  to  design,  develop,  and  support  technology for the StarScreen.

EMPLOYEES

     As  of  September  1,  2000,  there  were only two employees, Greg Gilbert,
President,  and Lloyd Adams, Chairman.  Mr. Gilbert's prior employment agreement
was  cancelled  when  operations were suspended in 1997.  He has agreed to waive
any  salary  until  such  time  as  adequate  funding  is  available  to  revive
operations.  In  September  1999,  he signed a new employment contract.  Also in
September  1999,  the  Company  executed an employment contract with Lloyd Adams
which  made  him  Chairman  and  Co-Chief  Executive  Officer  of  the  Company.

                                        8
OVERVIEW

     The  Company's mission is to develop the world's first integrated Computing
and  Communications  hardware  and  software  platform  or  "Personal  Internet
Platform"  for  the Home PC and the Small Office Home Office (SOHO) marketplace.
The  StarScreen  System  is  an  "Internet  Platform"  that  will be used by the
Company's  direct  marketing  Internet  Resellers and their customers to provide
one-button  push  access  to  the  Internet for the user, (many of whom might be
first  time  users  of  computers  as  well  as the Internet).  In addition, the
StarScreen  System  is  designed to become a tool for the development of new OEM
and  Private  Label opportunities in the marketplace. StarTronix eSolutions will
develop  custom  vertical markets where the StarScreen System will be the anchor
technology solution for a competitive local exchange company, a home-health care
services  company,  etc.

     The  StarScreen  System  is  a  technology  product  line  that  seamlessly
integrates  a  desktop  computer  and  either  fixed  or wireless telephones and
intelligent  handsets  into a complete computing and communications solution for
the  home  PC  and  small  business  user.  The  StarScreen  System  features  a
pre-organized  Internet  menu  system  enabling  on-line  banking,  bill paying,
e-mail,  home  shopping, video conferencing and many other value added services.
All  are  available  at the press of a single button, or a few mouse clicks from
the  StarTronix eSolutions personalized StarPortal web-site that can be tailored
and  customized  by  each user.  Some of the targeted applications might include
the  following:

$     Small  Business  Credit  Card  Solution.

Merchant  banks  and  card  clearing  companies  who  service the small business
marketplace  with  credit  card merchant services.  The StarScreen System can be
loaded  with industry-specific software for merchants to handle customers credit
card  transactions  using  the  built-in credit card, smart card, and debit card
reader.  In  addition,  other value added business functions can be addressed to
enhance their business such as inventory management, (using bar codes), shipping
and  receiving  software to interface with package shipping companies, and other
operating  and  accounting  software  solutions  that  can  be targeted to small
business  vertical  markets.

$     ILEC's  Serving  the  Residential  Apartments and Condominium Marketplace.

A  new  class  of  service provider called an "ILEC" (Independent Local Exchange
Company)  is  now developing new vertical market bundled solutions to what might
be  described  as "Affinity Groups".  These are customers who share a geographic
area,  affinity,  club,  etc.  that might want bundled services.  The StarScreen
System  can  be  used  as  an enticement or option to renters whereby the renter
could  access  local retailers to order products, groceries, movie tickets, etc.
Also,  the landowner or ILEC can provision various information services that are
geared  toward this user group and provide billing and payment services for rent
and  other  ILEC  bundled  services  like  Pay  TV,  etc.

$     In-Home  Health-Care  Service  Providers.

                                        9
In  this  area,  the  StarScreen System can operate like a multifunction medical
device  monitoring  and  communications  system  that  can  become a development
platform  for  the  creation  of  unique  "plug-and-processes"  for  heart,
blood-pressure,  and  other  vital sign monitoring for in-home medical patients.
The  patients  would  be  able  to  effectively transmit their readings to local
doctors over a secure and dependable Internet link to the local medial clinic or
hospital,  or  to  a  specialist  in another state, or another country.  Through
specialized  API,  (Applications  Programming Interfaces) and hardware adapters,
that  might work with the USB bus or the PCMCIA card slot, StarTronix eSolutions
will  be  able  to offer these unique services through our strategic OEM/Private
Label  Partners  .

The  strategy  of  the  Company  is  to  bring to the marketplace the StarScreen
System,  believed  by  the  Company to be the world's first integrated, Internet
screen-phone system that seamlessly integrates both communications and computing
functions,  (telephone,  PC,  FAX,  answering  machine,  etc.) into a simple but
powerful platform.  It will be targeted to both U.S. and International consumers
that  may  or  may  not  yet  have  a  PC  in  their  home  or  small  business.

     The  Company  can  best  be  described  as  an  integrated "Next Generation
Provider" in that the Company is offering a unique "bundled" Internet access and
value-added  services  program  that  is provisioned using the StarScreen System
(Personal  Internet  Screen-Phone  Platform).  The  services  offered  include:
unlimited  Internet  dial-up accessed to either 56Kbps direct dial-up or through
ADSL or cable access (where available) in the marketplace and provisioned by the
Company  through  our  partners,  e-mail  access, web-site solutions, customized
on-line  shopping, electronic-banking, bill-paying services, custom IP-telephony
communications services and value-added content and entertainment programs.  The
StarScreen  System  is provided to the users who simply pay a monthly system fee
depending  on  the  type of services desired and the speed of the access service
chosen.  The  target  markets  are  the  first  time  Home  PC user who might be
purchasing  a  computer  for  the  first  time, as well as the Small Office Home
Office  (SOHO)  customer  that  wants  to  acquire an "all-in-one" telephony and
computer  appliance  that  is  better  suited  to  their  small  business needs.

     The  Company  will  market  the  bundled  services  through  two  primary
distribution  channels:

$     Internet  Resellers  and  OEM/Private  Label partners.  Internet Resellers
sell  directly  to home PC users and the SOHO marketplace.  The Company, through
its  wholly-owned  subsidiary StarTronix.com Inc. ("StarTronix.com") is a unique
Internet  marketing,  sales  and  customer-support  company  responsible  for
building-up  and  supporting  independent  Internet  Reselling  Distributors.
StarTronix.com  develops  "Internet  Resellers"  through a marketing, promotion,
recruiting  and  customer  support  model, while utilizing an integrated on-line
services-oriented  Internet  Site  and Services strategy developed by StarTronix
eSolutions  (see below) for the support of its distributors and the provisioning
of  standard  Internet  dial-up access and premium information and entertainment
services  for  its  customers.

$     OEM  and  Private  Label alliance partners who develop custom hardware and
software  solutions  that  are  targeted  to  niche marketplaces where they will
bundle  value added hardware and software to sell an "integrated" solution.  The
Company  through  its second wholly-owned subsidiary, StarTronix eSolutions Inc.
("StarTronix  eSolutions"),  is  a  business  development, and Internet services
provisioning  company  that  is  responsible  for  designing,  developing,  and
supporting  the  technology  for  the StarScreen System and creating value-added
Internet  service  programs  that  are  promoted  by  the  Company and its other
subsidiaries.  StarTronix  eSolutions  is  actively  involved  in overseeing the
creation  of  the  web-based  e-commerce,  on-line  Internet and service support
initiatives.  StarTronix  eSolutions  is  also  responsible  for  developing and
managing  the  strategic  alliances  and  key  partners  who  will work with the
Company.

                                       10
STARTRONIX.COM INC.

     StarTronix.com  Inc.,  a Delaware Corporation founded in October 1999, is a
wholly-owned  subsidiary  of  StarTronix  International  Inc.  Headquartered  in
Irvine,  California,  StarTronix.com  was  formed by StarTronix International to
market  the  upgraded  StarScreen  System.

     StarTronix.com  is  a  national  marketing  organization which will include
independent distributors trained as Internet Resellers to market a new dimension
of  on-line services and personal/home communication products never before found
within  a  single  system.  These services combined with user-friendly products,
re-define  the  way  information  and  communications  can  be  accessed for the
home-based  business.

PRODUCTS  AND  SERVICES

     The  StarScreen  System  is  believed  by  management  to  be  the  first
user-friendly  "Internet  Platform"  based  on  advanced telephony and computing
technology  that  offers  first-time  PC  computer users and home-based business
owners  a  cost-effective  integrated  telephone  communications  and  computer
platform.  It  is  uniquely  designed  into  a  compact  and  stylish
consumer-electronics-class desktop appliance.  The StarScreen System is equipped
with a powerful Windows-based computing platform that has a built-in growth path
for  expanding  computing  power  as  well  as adapting to external peripherals,
storage and communications devices that consumers have come to expect due to the
fast-pace and changing technology marketplace.  The StarScreen System users will
be  able  to  accomplish  a wide variety of desktop computing and communications
functions.  These  functions  include  on-line  Internet  access,  e-mail,  bill
paying,  home banking, home shopping, faxing and many other interactive services
that  StarTronix.com  will  be  providing  in concert with its strategic service
providers.  In  addition,  the  StarScreen  System also provides for a number of
communications  facilities  utilizing  its  built-in telephony sub-system, whose
features  include:  2-line phone, digital answering machine, voice mailboxes for
home  users,  faxing  terminal, and various caller ID feature sets (available as
optional  services  from  the  phone  company)  which  can  be accessed from the
computer  via  software  utilities.

     The  upgraded  StarScreen  System  has  been  developed  by  Western Global
Telecommunications,  Inc. (WGT) utilizing technology and sub-components that are
capable  of  being  upgraded  as  technology  advances.  Major  changes  in  the
functionality  can  be  facilitated in software or accomplished in hardware with
minimal  effort  in  overall  manufacturing  or  product  design.  This  allows
continuous  offerings  for  planned  future  options.

     The  StarScreen System includes the latest in Pentium processor technology,
significant  local  memory  to run specialty applications, an externally adapted
CD-ROM  drive  for  upgrading  or  adding  applications,  as  well as a complete
modem/fax/voice-mail  system.  Unlike  other  Internet  access-only devices that
simply  provide  a  "thin-client"  software  platform through either a black and
white  monochrome  screen, or a television set, the StarScreen System includes a
complete  PC with a compliment of external connectivity options including RS-232
serial  port,  parallel  port, game port, PCMCIA Ports, sound inputs/outputs and
Universal  Serial  Bus  (USB)  ports,  as well as an integrated 10/100T Ethernet
network  interface.

                                       11
Standard  Services

     Management  hopes  that  the  no fee group of standard services provided to
end-users and Internet Resellers will make StarTronix.com a favorite destination
for  our  users  increasing the value of our on-line display banner advertising.
Many  of  these  areas  represent  an  opportunity to provide additional premium
services  that  generate  additional  revenue  for  StarTronix.com.

The  standard  services  include  the  following:

$     On-Line  Shopping:  The  StarTronix.com  Store  will  provide  the typical
accessories  ordered  by  our  users including printers, scanners and high speed
connection  devices.  The Internet Reseller will be able to complete their sales
here  and  also  order  support  materials  for  their  business.  All users and
visitors  to the site will be able to shop from main categories including books,
music,  software  and  auctions.

$     Training:  Training  the  Internet  Resellers to be effective in sales and
operations  of  their business and basic StarScreen System use and operations is
provided.  The  interactive  support  area  will  handle  the  most  common user
questions  to  allow  StarTronix.com  to maximize our dedicated customer support
team.

$     e-Mail:  StarTronix.com  e-mail  will  be outsourced to our ISP partner or
strategic  e-mail  vendor  and  we  will  provide  up  to 10 e-mail accounts per
StarScreen  System depending on the plan chosen by the customer.  StarTronix.com
is  investigating  a  number of user-friendly e-mail packages on the marketplace
today  to provide a standard e-mail client that is compatible with any SMTP/POP3
e-mail  server.

$     e-Fax:  The  multi-functional  capabilities of the StarScreen System allow
it  to directly receive faxes with local storage.  The StarScreen System is also
a full-featured faxing solution with the integrated fax software.  A scanner can
be ordered from StarTronix.com to allow the user to send paper source documents.
Users  can  also  choose  an  Internet  faxing  solution  through  a third party
electronic  faxing  supplier where a free phone number is provided and all faxed
documents  are  automatically  sent  to  the  user  as  an  e-mail  attachment.

$     Search  Portal:  StarTronix.com  will  be developing alliances with a wide
variety  of  search  engine  providers  and portals on the Internet to provide a
comprehensive  set  of  Internet  searching  solutions  that will "mine" all the
leading  search  engines  on the Internet to provide an aggregated search result
list  for  subscribers.  In  addition  a  rich  base  of  personalized  Internet
calendars,  schedules,  address  book  and other collaborative software services
will  be  provided to the subscribers through alliances with some of the leading
application  services  providers  on  the  Internet.

$     Customized Advertisements:  Special advertising opportunities are possible
by  leveraging the StarTronix.com Independent Internet Reseller channels whereby
local  advertisers  can  be  solicited  directly  to  include advertising on the
StarTronix.com  web-site  targeted to StarScreen System users by location.  Data
can  be  maintained in the master user database so local ads can be delivered by
local companies and provide specialized offers tailored to the users lifestyles.
This  represents  an  interesting  "localized"  revenue  stream  model  for both
StarTronix.com  and  its  Internet  Resellers.

                                       12
$     Bill  Paying:  Through  alliances with both regional and national Internet
banking  companies, StarTronix.com will be able to provide its users the ability
to  pay  their phone, electric and other monthly bills on-line through credit or
bank  debit  cards.  This can also be extended to other payment entities such as
grocery  bills,  and  small  business  oriented  vendors  and  suppliers.
StarTronix.com  is  also  exploring  the  use  of  Smart Card technology for the
StarScreen  System  which  will encrypted and authenticated security services in
concert  with  the  financial  bill  paying  and  banking  services.

$     Local  Information:  Local  events  and activities including movie theater
listings,  concerts  and  sporting  events including ticket-purchasing links are
provided  from  existing  regional portals that are aggregating this information
today and will be tied into the StarTronix.com web site through special alliance
relationships.  Other  local  information  including  weather,  TV  listings and
merchant  specials  is provided and is customized to their user-defined profile.

$     Financial  and  Investment  Information:  Again,  through  alliances  with
leading brokerage and financial planning service companies that are operating on
the  web  today,  StarTronix.com  users  will  be  able to manage their complete
investment  and  financial  needs over the Internet using the StarScreen System.

Premium  Services

     Premium services represent a significant additional revenue opportunity for
StarTronix.com  with  services  available  to  Internet  Resellers  and  their
customers.  StarTronix.com  will  be  developing a comprehensive set of packaged
communications  and  computing  solutions  to  enable  the Company to expand the
number of distribution channels it can access.  StarTronix.com will also be able
to  attract  a  number  of  developers to market the commercial platform for the
provisioning of services to the Home PC marketplace as well as the SOHO business
owners.  The  Internet  is  providing  many  new avenues for income from new and
traditional  services,  which  are more effectively delivered on-line, using new
hardware  and  software  interfaces.

$     Home  Security  Services:  Several  revenue opportunities are available to
StarTronix.com  through  the  integration  of  home  security  devices  into the
StarScreen  System.  User  interface  and  management  as  well as on-line alarm
notification  and  the automatic request of emergency services will be available
through  the  provision  of  an "alarm seizure jack" in the StarScreen System to
various  alarm  systems.  This  area  will  include  special  API  (Applications
Programming  Interface)  kits  that  will be made available to our OEM (original
equipment  manufacturers)/Private  Label  partners  to develop solutions for the
StarScreen  System.  These  new  services  will  then  be  available through our
partner  alliances  as  well  as  through  StarTronix.com.

$     Multi-site  Video  and  Audio Conferencing:  This premium service solution
will be provided to StarTronix.com from a third party alliance partner that will
provision  a multi-site audio bridging or multi-site video conferencing facility
where  more  than  one  person  can participate in an audio or video conference.
These  services  provide  for  a  fully collaborative environment where multiple
users  can  share  files  and  a  common  whiteboard  during  an  audio or video
conference.  A  USB  video  camera can be ordered from StarTronix.com to support
the  video  functionality.

$     Internet  Phone:  Allows  phone calls to be placed through the Internet to
other  Internet phone users.  Partners and Software Solutions are available from
a variety of vendors, and StarTronix.com is already in discussions with a number
of  candidate  alliance  partners  in  this  area.

                                       13
$     Home  Automation and Networking:  The StarScreen System can act as a "Home
Server"  for  other  Internet  appliances and thin clients.  The future wireless
StarScreen  System  can  become the network hub or server for the entire home or
office.

$     Health  &  Lifestyle  Information:  Partnerships  with  Dr.  Koop,  WebMD,
eDiets,  iVilliage  and  others  are  planned  to  allow  users to improve their
lifestyle  through managed and tailored diet, meal, shopping and exercise plans.

$     Subscription  Intranets:  To  support  the  small  home  office  user,
StarTronix.com  is  developing  partnerships  with  a  wide variety of web-based
intranet  and  remote  office services companies to provide a complete web based
corporate  Intranet  for  small  and network-based business.  Services include a
company  portal,  company  news, HR, procurement, bulletin boards, conferencing,
document  storage,  group  calendars  and  related  services  will  result  in a
recurring  revenue  stream  for  StarTronix.com.

STRATEGIC  PARTNERS

     Western  Global  Communications, Inc. (WGT), an Irvine, California company,
has  been  contracted  by  StarTronix  International  Inc.  to manage the design
upgrade of the existing StarScreen System previously sold by StarTronix.  WGT is
working  closely  with StarTronix eSolutions on the design configuration, module
procurement,  assembly,  testing,  and  fulfillment  strategies to assure that a
high-level  of  quality  control is maintained.  The StarScreen System prototype
has  been  developed  and  the pre-production unit is currently being tested and
evaluated.

     All  warehousing,  distribution,  shipping,  and fulfillment of the product
will  be  performed  by  a  key  third party fulfillment house under a long-term
outsourcing  contract.  StarTronix.com  has evaluated a number of proposals from
both  small and large fulfillment houses and is currently in the final stages of
decision  making  to  determine  the  most appropriate fulfillment house for the
Company.  One  of  these  companies  is  currently  providing  nationwide  PC
fulfillment  services  for  two  of  the  largest PC manufacturers in the United
States.

     On-line  web  development,  Screen-Phone  firmware  &  operating  system
integration, connectivity issues, screen instructions and configuration software
will  be  overseen  by  StarTronix  eSolutions.  Outside support and third party
development  services  will  be  provided  by key strategic development partners
located  in  Atlanta,  Georgia  and  Southern  California.  A number of web-site
hosting,  software  development  and integration specialists have been contacted
and  various request for proposals and specifications for work have already been
submitted  and  are under final review by the Company.  In addition, a number of
new  "Friction-Free"  advertiser  supported  content  and  service  models  have
recently  been  launched in the Internet marketplace that StarTronix.com will be
able  to  utilize.

     Other  strategic  partners  that  StarTronix.com  is  in  various stages of
discussion  with include: video conferencing companies, long distance providers,
local  telcos,  CLEC's,  on-line  shopping  companies,  search engines, software
companies,  advertising  management  companies,  ISP's,  etc.

                                       14
STARTRONIX  ESOLUTIONS  INC.

INTERNET  SERVICES  DEVELOPMENT

     StarTronix  eSolutions  Inc.,  a  Delaware  Corporation founded in December
1999,  is  a  wholly  owned  subsidiary  of  StarTronix  International  Inc.
Headquartered  in  Atlanta,  Georgia,  StarTronix  eSolutions  is  a  business
development  and  Internet services provisioning company that is responsible for
designing,  developing,  and  supporting  the  technology for the StarTronix.com
StarScreen  System  and  creating value-added Internet service programs that are
promoted  by  the  Company  and  its  other  subsidiaries.

     StarTronix  eSolutions  is  actively  involved in the design, manufacturing
liaison,  and  operational  development  of the StarScreen System product and is
overseeing  the  creation  of  the  StarTronix.com web-based e-commerce, on-line
Internet  and  service  support initiatives, and the management of the strategic
alliances  and  key  partners  who  will  work  with  StarTronix.com.

     StarTronix  eSolutions  will be responsible for the development of or third
party  licensing  and  OEM  outsourcing.  The  StarScreen  System  Applications
Software Suite will be outsourced to a well known hardware and software supplier
and contains the following features, advantages, and benefits for the StarScreen
System  user:

1.     Integrated  StarScreen  System  Software  Solution  Set  which  includes:

a.     Operating  System  Software  (Windows or other screen-phone friendly OS).
b.     Integrated  Communications  Software for Voice, Data, Fax and Multimedia,
(Audio,  Video).
c.     Credit,  Debit, and Smart Card Reader Services (for the integrated Hybrid
Reader).
d.     Value-Added  Hardware  and  Software  Solutions for the StarScreen System
(With  Third  Party  OEM  clients).

2.     On-line  Dial-up  Access  Services  for  the  StarScreen  System:

a.     National  US  and  Canada  POP-dial-up  access.
b.     Internet  E-Mail  solutions  for  Users  and  Groups.
c.     Internet  Banking,  Bill  Paying  and  Financial  Support  Services.
d.     Web-Hosting  Solutions  for  home  and  small  business  users.
e.     e-Commerce  Solutions  for  small  business  users.
f.     The  StarTronix.com  StarPortal Access, Search, and Value Added Services.

3.     Complete  Applications  Software  Suite,  (Word  Processing, Spreadsheet,
Presentation,  etc).

a.     Fully  integrated  productivity environment: spreadsheet, word processor,
presentation,  graphics,  database,  event  planning,  e-mail,  and  news reader
applications.
b.     For  The  Millenium StarScreen System the Software bundle will be Windows
98  and Microsoft Works 2000 which is an integrated entry-level Word Processing,
Spreadsheet,  Database  and  Communications  Solution.
c.     Runs  natively  Intel  platforms, Windows 95, Windows 98, and Windows NT,
OS/2,  and  will  also  operate  on  Linux.
d.     Supports  open protocols, open file formats, and industry standards.

                                       15
LEGAL  PROCEEDINGS

     On November 7,1996 a suspension of conversion of the Series "C" Convertible
Preferred  stock  was announced to preferred stockholders as a result of alleged
irregularities  in  the  trading  of  StarTronix' Common Stock, which management
believed  was related to the conversion terms of a previous Regulation S private
placement.  A  shareholder  brought  an action against the Company to compel the
conversion  of  certain  class "C" Preferred Stock to Common stock or to rescind
the  subscription agreement and recover the shareholders' original investment in
the  amount  of  $1,337,500.  In  December  1996, a second action was filed by a
shareholder  group  in  the  Superior  Court  of  the State of California in Los
Angeles County related to the suspension of the conversion feature of the Series
"C"  Preferred  Stock.  The  action  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  settled  the lawsuits with all but two of the Series "C" Preferred
Stock  holders,  resulting  in  the  conversion  of  their  shares as originally
contemplated.  In  August  1999  and May 2000, a settlement was reached with the
final  two  holders of Series "C" Preferred Stock, who were issued 1,250,000 and
2,000,000  shares  of  common  stock,  respectively.

     In  1996,  the  Company  was  unable  to continue the implementation of its
business  plan due to inadequate capital resources, and suspended all operations
until  1999.  The Company currently has the following material outstanding legal
matters,  all  of  which  arose  during  the  aforementioned  period:

$     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.

$     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.

$     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.

$     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.

$     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 may from time to time be involved in various other claims, lawsuits,
disputes with third parties, actions involving allegations of discrimination, or
breach  of  contract  actions  incidental  to  the  operation  of  its business.

                                       16
RISK FACTORS

In  this section we highlight some of the risks associated with our business and
operations.  Prospective  investors should carefully consider the following risk
factors  when  evaluating  an  investment  in  the  common stock offered by this
Reoffer  Prospectus.

FUTURE  CAPITAL  NEEDS.  To  date, we have relied mostly on private funding from
the  sale  of  restricted shares of our Common Stock and short term borrowing to
fund  our  operations.  We  have  extremely  limited  cash liquidity and capital
resources  to  meet  our ongoing expenses.  Our future capital requirements will
depend  on  many  factors,  including  our  ability  to  market our products and
services  successfully,  our  cash  flow  from  operations, and competing market
developments.  Our business plan requires additional funding beyond the proceeds
previously  generated  from  the  sale  of  our  restricted  Common  Stock.
Consequently,  although  we currently have no specific plans or arrangements for
financing,  we  intend  to  raise  additional  funds through private placements,
public  offerings  or  other  financings.  Any equity financings would result in
dilution  to  our  then-existing  shareholders.  Additionally,  sources  of debt
financing  may  result in higher interest expense.  Any financing, if available,
may  be  on terms unfavorable to us.  If adequate funds are not obtained, we may
be  required  to  reduce  or curtail operations.  Our existing capital resources
will  not  be  adequate  to  satisfy  our current operating expenses and capital
requirements for the next full fiscal year.  Consequently, we may have to secure
additional  financing  in  order  to  develop  our  business  plan.

THERE IS A LIMITED PUBLIC TRADING MARKET FOR OUR COMMON STOCK.  Our Common Stock
presently  trades on the Nasdaq over-the-counter bulletin board under the symbol
STNX.  There  can  be  no  assurance, however, that such market will continue or
that  investors in this offering will be able to liquidate their shares acquired
in  this  Offering  at the price herein or otherwise.  There can be no assurance
that  any  other  market  will  be  established  in the future.  There can be no
assurance  that  an  investor  will  be  able to liquidate his or her investment
without  considerable  delay,  if  at all.  The price of our Common Stock may be
highly  volatile.  Additionally,  the  factors  discussed  in  this Risk Factors
section  may have a significant impact on the market price of the shares offered
in  this  Reoffer  Prospectus.

COMPETITION.   The Internet appliances and Internet service providers industries
are  highly  competitive  and  include  dominant worldwide firms such as Lucent,
Samsung,  America  Online,  AT&T  and countless others.  Many of our competitors
have  significantly more assets and resources than we have.  Although we believe
that  we  have  the  human  and  technical  resources to pursue our strategy and
compete  effectively  in  this  competitive environment, our success will depend
upon our  continued ability to profitablity provide quality, high value services
at  prices  generally  competitive  with,  or  lower  than  those charged by our
competitors.  Competition  from  very  large  and  well-financed  companies  may
attract  potential  suppliers,  resellers,  and  customers  away  from  us.  In
addition,  there  may  be  other  competitors  that  we  have  not  identified.

We  can  make  no representations or assurances that there will not be increased
competition  or  that our projections will ever be realized due to the intensity
of  competition.

                                       17
OUR  STARSCREEN  SYSTEM  HAS NOT YET RECEIVED NECESSARY REGULATORY APPROVAL.  We
have  not  yet petitioned the Federal Communications Commission for the approval
which is necessary before we can sell our StarScreen products.  Further, we have
no  estimate  as to how long it will take to obtain the necessary approvals once
our petition is submitted.  Because we cannot sell the StarScreen products until
we  have  obtained  the  necessary approvals, there may be a delay in generating
sales  revenues.

INTERNET  RELATED  RISKS.  We  are  subject  to  federal,  state, and local laws
concerning the conduct of business on the Internet.  Today, there are relatively
few  laws  specifically  directed  towards online services.  However, due to the
increasing  popularity  and  use of the Internet and online services, additional
laws  and  regulations may be adopted in the future with respect to the Internet
or  online  services.  These  laws  and  regulations  could cover issues such as
online  contracts,  user privacy, freedom of expression, pricing, fraud, content
and  quality  of  products  and  services,  taxation,  advertising, intellectual
property  rights  and  information security.  There can be no assurance that the
regulatory  authorities in one or more states or the federal government will not
take  action  having an adverse effect on the business or financial condition or
results  of  StarTronix.

DEPENDENCE  ON  MANAGEMENT.  Our  success depends, to a significant extent, upon
certain key employees and directors, including primarily, Greg Gilbert and Lloyd
Adams.  The  loss  of  services  of  one or more of these employees or directors
could  have  a  material  adverse  effect on our business.  In addition, we have
substantial  need  for  additional qualified management and marketing personnel.
We  believe that our future success will also depend in part upon our ability to
attract,  retain  and  motivate  qualified personnel.  There can be no assurance
that  we  will  be  successful  in  attracting  and  retaining  such  personnel.
Competition  for  such  personnel  is  intense.  We  currently do not maintain a
policy  of  key  man  life  insurance  on  any  employees.

PROTECTION OF PROPRIETARY INFORMATION.  Currently, we do not hold any patents or
trademarks  on  any  of  our  names, products or processes under development. We
intend  to  seek patent protection for our StarScreen System, however, there can
be  no  assurances  we will be granted such protection.  We  treat our technical
data  as  confidential and rely on internal nondisclosure safeguards, as well as
on laws protecting trade secrets, to protect our proprietary information.  There
can  be  no  assurance  that  these  measures  will  adequately  protect  the
confidentiality  of  our  proprietary  information  or  that  others  will  not
independently  develop products or technology that are equivalent or superior to
ours.  We  may receive in the future communications from third parties asserting
that  our  products infringe the proprietary rights of third parties.  There can
be  no  assurance that any such claims would not result in protracted and costly
litigation,  having  a  materially  adverse  and  negative  effect on us and our
financial  results.

DIFFICULTY  OF  PLANNED  EXPANSION; MANAGEMENT OF GROWTH.  We plan to expand our
level  of  operations.  Our  operating results will be adversely affected if net
sales  do  not increase sufficiently to compensate for the increase in operating
expenses  caused  by  this  expansion.  In  addition,  our  planned expansion of
operations  may cause significant strain on our management, technical, financial
and  other  resources.  To  manage  our  growth effectively, we must continue to
improve and expand our existing resources and management information systems and
must attract, train and motivate qualified managers and employees.  There can be
no assurance, however, that we will successfully be able to achieve these goals.
If  we  are  unable  to manage growth effectively, our operating results will be
adversely  affected.

                                       18
AUTHORIZATION  OF  ADDITIONAL  SHARES  OF  COMMON  STOCK.  Our  Articles  of
Incorporation  authorize  the  issuance  of  up  to 100,000,000 shares of Common
Stock.  Our  Board  of Directors has the authority to issue additional shares of
Common  Stock and to issue options and warrants to purchase shares of our Common
Stock without shareholder approval.  Future issuance of Common Stock could be at
values  substantially  below  current  market  prices  therefore could represent
further  substantial  dilution  to investors in this Offering.  In addition, the
Board  could  issue  large  blocks  of  voting stock to fend off unwanted tender
offers  or  hostile  takeovers  without  further  shareholder  approval.

AUTHORIZATION  OF  ADDITIONAL  SHARES  OF  PREFERRED  STOCK.   Our  Articles  of
Incorporation  also  authorizes  the  issuance  of  up  to  10,000,000 shares of
Preferred  Stock  in  one  or more series.  Consequently, our Board of Directors
have  the  authority  to  fix the number of preferred shares and to determine or
alter  for  each  such series, such voting powers, full or limited, or no voting
powers,  and  such  designations,  preferences,  and  relative,  participating,
optional,  or other rights and such qualifications, limitations, or restrictions
thereof,  in  a  resolution  or  resolutions  adopted  by the Board of Directors
providing  for  the  issue  of  such  shares.  The  Board  of Directors are also
authorized  to  increase or decrease (but not below the number of shares of such
series  then  outstanding)  the number of shares of any series subsequent to the
issue  of  shares  of  that  series.

                               USE  OF  PROCEEDS

StarTronix  will  not  receive  any  of  the proceeds from the sale of shares of
common  stock  by  the  Selling  Shareholders.

                                       19
SELLING SHAREHOLDERS

The  Shares  of  StarTronix  to  which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares  pursuant  to  a  compensatory  benefit  plan  with  StarTronix  for
consulting  and  legal  services  they  provided  to  StarTronix.  The  Selling
Shareholders may resell all, a portion or none of such Shares from time to time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the  Company as of September 5, 2000,  the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.
NUMBER OF     NUMBER OF SHARES                                     % OF SHARES OWNED
SELLING                 SHARES OWNED  REGISTERED BY                                        BY SHAREHOLDER
SHAREHOLDERS            BEFORE SALE   PROSPECTUS        NUMBER OF SHARES OWNED AFTER SALE  AFTER SALE
----------------------  ------------  ----------------  ---------------------------------  -----------

Gene Abbadessa             1,546,208         1,050,000                            496,208        1.86%
----------------------  ------------  ----------------  ---------------------------------  -----------

Gabriel Nassar             1,546,208         1,050,000                            496,208        1.86%
----------------------  ------------  ----------------  ---------------------------------  -----------

M. Richard Cutler (1)        126,000           126,000                                  0        0.00%
----------------------  ------------  ----------------  ---------------------------------  -----------

Brian A. Lebrecht (2)         10,000            10,000                                  0        0.00%
----------------------  ------------  ----------------  ---------------------------------  -----------

Vi Bui (2)                     2,500             2,500                                  0        0.00%
----------------------  ------------  ----------------  ---------------------------------  -----------

Stephanie Crumpler (2)         2,500             2,500                                  0        0.00%
----------------------  ------------  ----------------  ---------------------------------  -----------

Cora Lo (2)                    1,500             1,500                                  0        0.00%
----------------------  ------------  ----------------  ---------------------------------  -----------

Jaime Ceniceros (2)            1,000             1,000                                  0        0.00%
----------------------  ------------  ----------------  ---------------------------------  -----------

Rebecca Laveaga (2)            1,000             1,000                                  0        0.00%
----------------------  ------------  ----------------  ---------------------------------  -----------

Elaine Arritt (2)                500               500                                  0        0.00%
----------------------  ------------  ----------------  ---------------------------------  -----------

Jonathan Gulla                26,876            20,000                              6,876        0.03%
----------------------  ------------  ----------------  ---------------------------------  -----------

TOTAL SELLING SHARES:                        2,265,000
----------------------                    ------------
(1)  Mr.  Cutler is StarTronix's securities attorney.  The securities registered
pursuant  to  the  Reoffer Prospectus represent shares of common stock issued to
Mr.  Cutler  in  exchange  for  legal  services  provided  to  StarTronix.
(2)  Employee  of  Mr.  Cutler.
(3)  Includes  6,876  shares  held  in  the name of family members of Mr. Gulla.

                                       20
PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or  more  transactions  on  the  Nasdaq
Over-the-Counter  Bulletin Board, or other exchange, in a negotiated transaction
or  in a combination of such methods of sale, at market prices prevailing at the
time  of  sale,  at prices related to such prevailing market prices or at prices
otherwise  negotiated.  The Selling Shareholders may effect such transactions by
selling  the  Shares  to or through brokers-dealers, and such broker-dealers may
receive  compensation  in  the  form  of  underwriting discounts, concessions or
commissions  from  the  Selling Shareholders and/or the purchasers of the Shares
for  whom  such  broker-dealers may act as agent (which compensation may be less
than  or  in  excess  of  customary  commissions).

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company will pay all expenses in connection with this offering and will not
receive  any  proceeds  from  sales  of  any Shares by the Selling Shareholders.

                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  the  Cutler  Law  Group, Newport Beach, California.  The Cutler Law
Group  and  its employees currently holds 145,000 shares of the Company's Common
Stock.

                                     EXPERTS

The  balance  sheets  as  of  June  30,  1999  and the statements of operations,
shareholders'  equity  and  cash flows for the two years ended June 30, 1999 and
1998  of  StarTronix  International, Inc. have been incorporated by reference in
this  Registration  Statement  in  reliance on the report of Strabala, Ramirez &
Associates,  independent  accountants,  given  on  the authority of that firm as
experts  in  accounting  and  auditing.

                                       21
PART II

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.   INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

(i)     The  Registrant's  Annual  Report on Form 10-KSB for the year ended June
30,  1999,  filed  with  the  Commission  on  August  8,  2000.

(ii)     All  other  reports  and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed  upon  for  the  Company by the Cutler Law Group, counsel to the Company.

Mr. M. Richard Cutler, principal of the Cutler Law Group is the beneficial owner
of  126,000  shares  of  Common  Stock  of  the Company.  All such shares of the
foregoing  are  being registered for sale herein.  Other employees of the Cutler
Law  Group  hold an additional 19,000 shares of the Common Stock of the Company.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Corporation  Laws of the State of Delaware and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

The  Shares  were  issued for advisory and legal services rendered.  These sales
were made in reliance of the exemption from the registration requirements of the
Securities  Act  of 1933, as amended, contained in Section 4(2) thereof covering
transactions  not  involving any public offering or not involving any "offer" or
"sale".

                                       22
ITEM  8.  EXHIBITS

3.1          Articles  of  Incorporation  of  the  Registrant,  as  amended
(incorporated  herein  by  reference  to Exhibit 3.1, of the Registrant's Annual
Report  on Form 10-KSB for the period ended June 30, 1993).  (File No. 1-09190).

3.2          Bylaws  of  the  Registrant,  as amended and restated (incorporated
herein  by  reference  to  Exhibit 3.2 of the Registrant's Annual Report on Form
10-KSB  for  the  period  ended  June  30,  1996).  (File  No.  1-09190).

5.1          Opinion  of  M.  Richard  Cutler,  Esq., counsel to the Registrant,
regarding  legality  of  securities  being  registered.

23.1          Consent  of  M.  Richard  Cutler  (included  in  Exhibit  5.1).

23.2          Consent  of  Strabala,  Ramirez  &  Associates, Independent Public
Accountants.

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

(1)  To  file,  during  any  period  in  which offers or sales are being made, a
post-effective  amendment  to  this  Registration  Statement:

(i)  To  include  any prospectus required by section 10(a) (3) of the Securities
Act  of  1933;

(ii)  To  reflect  in  the  prospectus  any  facts  or  events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the registration statement;
and

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information in the registration statement; provided,
however,  that  paragraphs  (a)  (1)(i)  and  (a)  (1)  (ii) do not apply if the
registration  statement is on Form S-3, Form S-8 or Form F-3 and the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in  periodic reports filed with or furnished to the Commission by the
registrant  pursuant  to  Section 13 or Section 15(d) of the Securities Exchange
Act  of  1934  that are incorporated by reference in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

(3)  To  remove  from registration by means of a post-effective amendment any of
the  securities  being  registered which remain unsold at the termination of the
offering.

                                       23
(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities (other than the payment by the Registrant of expenses
incurred  or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.

                                       24
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City of Irvine, State of California, on September 5, 2000.

                                         STARTRONIX  INTERNATIONAL,  INC.

                                        /s/  Greg  Gilbert
                                        -------------------
                                        By:     Greg  Gilbert
                                        Its:     President  &  Co-CEO

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

 /s/  Greg  Gilbert                        President,  Co-CEO  and  Director
-------------------
Greg  Gilbert

/s/  Lloyd  Adams                          Chairman  of  the  Board  and  Co-CEO
-----------------
Lloyd  Adams

 /s/  Gabriel  Nassar                      Secretary  and  Director
---------------------
Gabriel  Nassar

 /s/  Robert  Hart                         Chief  Financial  Officer
------------------
Robert  Hart

/s/  E.G.  Abbadessa                       Treasurer  and  Director
--------------------
E.G.  Abbadessa

/s/  James  L.  King                       Director
--------------------
James  L.  King

                                       25