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

# FORM 10-QSB

Quarterly Report
pursuant to Section 13 of the Securities Exchange Act of 1934
for the quarterly period ended March 31, 2002

TELEMETRIX
INC.(Exact Name of Registrant as Specified in its Charter)

Delaware   
                
               
           0-14724
       
       
                
                  
   59-345-3156
           
               
    (Jurisdiction of incorporation)
              
     (Commission File Number)
              
(I.R.S. Employer Identification Number)

Telemetrix Inc.
c/o Paul Zolman, Acting Chief Financial Officer
1225 Sage
Gering, Nebraska 69341
(308) 436-3453(Address, including zip code, & telephone number, of Registrant's
principal executive offices)

Indicate by check mark
whether the Registrant has:     Yes[X]  No
[   ]

| | (1)
filed all reports to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)
been subject to such filing requirements for the past 90 days.
| | ------------------------------------------------------------------

On March 31, 2002,
Registrant had 18,476,186 issued and outstanding common shares.

Transitional Small
Business Disclosure Format:     Yes
[   ]  No[X]

---

TELEMETRIX
INC.
(Commission File No. 0-14724)

# TABLE OF
CONTENTS FOR FORM 10-QSB
PART I - FINANCIAL INFORMATION

`Page
                                                                                                  ----
Item 1.    Financial Statements......................................................................3
           Condensed Consolidated Balance Sheets.....................................................3

           Consolidated Statements of Operations and Deficiency......................................4

           Consolidated Statements of Cash flows.....................................................5

           Notes to Consolidated Financial Statements................................................6

Item 2.    Management's Discussion & Analysis of Financial Condition and Results of Operations.......9`

# PART
II - OTHER INFORMATION

`Item 1.    Legal Proceedings........................................................................28
Item 2.    Changes in Securities and Use of Proceeds................................................28
Item 3.    Defaults Upon Senior Securities..........................................................28
Item 4.    Submission of Matters to a Vote of Security Holders......................................28
Item 5.    Other Information........................................................................28
Item 6.    Exhibits and Reports on Form 8-K.........................................................28
SIGNATURES .........................................................................................30`

NOTE CONCERNING FORWARD-LOOKING
INFORMATION.This Quarterly Report on SEC Form 10-Q contains
forward-looking statements that involve substantial risks and uncertainties that
constitute forward-looking statements under the Private Securities
Litigation Reform Act of 1995. Forward-looking terms such as
may, might, will, should,
could, expect, plans,
anticipate, believe, estimate,
continue or similar words identify such statements. Investors should
read statements that contain these terms carefully because they: (1) discuss our
future expectations; (2) project our future results of operations or of its
financial condition; or (3) state other forward-looking information.
Such statements are not historical facts; they merely explain our
expectations about the future. We believe that it is important to
communicate such future expectations to our investors. However, the accuracy of
our expectations and forward-looking statements could be affected by:

| |  | our limited operating history and commercial experience;
| | - | --------------------------------------------------------

| |  | market acceptance of T3000;
| | - | ---------------------------

| |  | availability of additional capital;
| | - | -----------------------------------

| |  | protection of our intellectual property rights;
| | - | -----------------------------------------------

| |  | evolving technologies and markets;
| | - | ----------------------------------

| |  | competitive developments;
| | - | -------------------------

| |  | telecommunications regulatory environment; and
| | - | ----------------------------------------------

| |  | our ability to manage growth.
| | - | -----------------------------

These factors might cause
actual results to differ materially from the forward-looking statements as well
as materially and adversely affecting our business, operating results and
financial condition.

---

TELEMETRIX
INC.
(Commission File No. 0-14724)

CONDENSED
CONSOLIDATED BALANCE SHEETS
(Information as of March 31, 2002 is unaudited)

`March 31       December 31
                                                                                             2002          2001
                                       Assets
Current assets:
   Cash.................................................................................$         77    $     13
   Accounts receivable, net of allowance for doubtful accounts ..........................         29          26
   Note receivable - related party ......................................................        174         188
   Due from related companies ...........................................................          3          38
   Prepaid expenses .....................................................................          0           0
                                                                                          ----------    --------
      Total current assets ..............................................................        283         265

Construction in Progress ................................................................      1,117       1,117
   Property & equipment .................................................................        519         458
Intangibles .............................................................................      4,573       5,014
                                                                                          ----------    --------
         Total assets...................................................................$      6,492    $  6,854
                                                                                          ==========    ========
                        Liabilities and Shareholders' Deficit
Current liabilities
   Accounts payable .....................................................................      1,914       1,952
   Accrued expenses .....................................................................      3,182       2,327
   Due to related companies .............................................................        226         226
   Current portion - long term debt -related parties ....................................      3,241       2,966
   Current portion of long term debt ....................................................      1,200       1,200
                                                                                          ----------    --------
     Total current liabilities ..........................................................      9,763       8,671

Long term debt -related party ...........................................................          0           0
Long term debt ..........................................................................        829         829
     Total long-term liabilities ........................................................        829         829
                                                                                          ----------    --------
       Total liabilities ................................................................     10,592       9,500
                                                                                          ----------    --------
Shareholders' deficit:
   Common stock, $0.001 par value; 25 million shares authorized;
   18,476,186 and 18,476,186 shares issued and outstanding
   at March 31, 2002 and December 31, 2001 respectively .................................         19          19
Additional paid-in capital ..............................................................     46,837      46,808
Stock warrants ..........................................................................          0           0
Foreign currency translation ............................................................        192         192
Accumulated deficit .....................................................................    (51,148)    (49,494)
Prepaid Consulting Services .............................................................          0        (171)
       Total shareholders' deficit ......................................................     (4,100)     (2,646)
                                                                                          ----------    --------
            Total liabilities and shareholder's deficit.................................$      6,492    $  6,854
                                                                                          ==========   =========`

Financial data
was rounded to the nearest thousand dollars.
The accompanying notes are an integral part of these consolidated
financial statements

---

TELEMETRIX
INC.
(Commission File No. 0-14724)

CONSOLIDATED
STATEMENTS OF OPERATIONS
(Information relating to the three month periods ended March 31,
2001 and 2002 is unaudited)

`Three Months Ended
                                                                                     March 31,
                                                                                 2002     2001
Revenue:
   Equipment sales & rental...........................................   $        47    $        57
   Service income ....................................................             0              0
                                                                         -----------    -----------
       Total revenue .................................................            47             57
                                                                         -----------    -----------
Expenses:
   Cost of revenue ...................................................           484             12
   Research & development ............................................            25             63
   Selling, general & administrative .................................           324            763
                                                                         -----------    -----------
       Total operating expenses ......................................           833            838
                                                                         -----------    -----------
 Net loss from operations ............................................          (786)          (781)
                                                                         -----------    -----------
Other Expense:
   Interest expense (income) .........................................           671            456
   Other expense (income) ............................................            (4)            (9)
                                                                         -----------    -----------
       Total other expense (income) ..................................           667            447
                                                                         -----------    -----------
Net (loss)............................................................   $    (1,453)   $    (1,228)
                                                                         ===========    ===========

Weighted average shares outstanding during period.....................    18,476,186      16,366,523

Loss per share........................................................   $     (0.08)   $     (0.08)
                                                                         ===========    ===========`

Financial data
was rounded to the nearest thousand dollars.
The accompanying notes are an integral part of these consolidated
financial statements

---

TELEMETRIX
INC.
(Commission File No. 0-14724)

CONSOLIDATED STATEMENTS
OF CASH FLOWS
(Information relating to the three month periods ended March 31, 2001 and
2002 is unaudited)

`Three Months
                                                                                              Ended March 31,
                                                                                            2002           2001
Cash flow from operating activities
   Net loss for the period..............................................................$    (1,453)   $(1,228)

Adjustments to reconcile net loss to cash used in operations
     Stock issued in-lieu of wages ......................................................         0          0
     Amortization & depreciation ........................................................       441        461
     Accretion of interest on debt issue costs ..........................................       631        379
     Accrued interest on notes payable ..................................................         0          5
     Changes in assets and liabilities
       In accounts receivable ...........................................................         3          6
       In other assets ..................................................................      (171)         2
       In accounts payable ..............................................................        38         79
       In accrued liabilities ...........................................................       855          4
                                                                                            -------    -------
         Total adjustments ..............................................................      1797        936
              Net cash used in operating activities .....................................       344       (292)
                                                                                            -------    -------
Cash flow from investing activities
   Increase in capital assets ...........................................................      (105)         0
                                                                                            -------    -------
            Net cash from (used) in investing activities ................................      (105)         0
                                                                                            -------    -------
Cash flow from financing activities
   Payments on line-of-credit ...........................................................         0          0
   Proceeds (payments) from long-term debt ..............................................         0          0
   Advances on notes receivable .........................................................         0         (5)
   Proceeds from issuance of share capital ..............................................         0          0
   Proceeds from related companies ......................................................      (436)         6
   Proceeds from notes payable  related party ...........................................       261        146
   Change in deferred rent liability ....................................................         0          0
                                                                                            -------    -------
            Net cash from financing activities ..........................................      (175)       147
                                                                                            -------    -------
Effect of foreign currency translation on cash ..........................................         0          0
                                                                                            -------    -------
Net increase (decrease) in cash & cash equivalents ......................................        64        145
                                                                                            -------    -------
Cash, beginning of period ...............................................................        13        145
                                                                                            -------    -------
Cash, end of period .....................................................................   $    77    $     0
                                                                                            =======    =======`

|Non-Cash  Disclosure: In
the current period $421,000 in prepaid consulting and $776,000 in debt issue
costs were recorded related to the issuance of shares of stock and stock
warrants.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Financial data
was rounded to the nearest thousand dollars.
The accompanying notes are an integral part of these consolidated
financial statements

---

TELEMETRIX
INC.
(Commission File No. 0-14724)

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Information as of and relating to the three month periods ended
March 31, 2001 and 2002, is unaudited)

`1.   Description of Business
          TELEMETRIX  IS AN EARLY STAGE COMPANY WITH REVENUES  LIMITED TO THOSE THAT ARE GENERATED  THROUGH THE SALE OF MONTHLY  PAGING
SERVICE AND RENTAL OF TOWER SPACE ON OWNED TOWERS.  TELEMETRIX  HAS  SIGNIFICANT  ONGOING  EXPENSES  RELATED TO THE  DEVELOPMENT OF THE
FOLLOWING  PRODUCTS  AND  SERVICES  AND THE COMPANY HAS  SUBSTANTIAL  DEBT AS  REFLECTED  ON THE  ACCOMPANYING  FINANCIAL  INFORMATION.
TELEMETRIX  TECHNOLOGIES  HAS CUSTOMERS FOR THE PAGING  SERVICES  PROVIDED,  BUT AT THIS TIME DOES NOT HAVE ANY CUSTOMERS FOR THE T3000
TELEMETRY DATA SYSTEM.

          Telemetrix  Inc.  through its  subsidiary,  Telemetrix  Technologies  has  developed  and  patented a universal  solution for
wireless  telemetry.  This  system  will be sold  both to and  through  telecommunications  companies  and  digital  telecommunications
carriers,  which would be companies such as  VoiceStream,  and AT&T, as a complete  end-to-end  solution for telemetry data  customers.
The  system  will also be sold  direct  to end users  through  Telemetrix  Technologies.  Telemetry  is the  transmission  of data that
represents  status  information on a remote process,  function or device.  Telemetry  enables  businesses to monitor  activity,  detect
situations  requiring  intervention and promptly respond to such situations.  Examples of businesses  currently using telemetry include
electric  utilities,  alarm  companies and vending  machine  operations  and as the  technology  advances,  the potential  applications
multiply.  Telemetry has been  significantly  advanced by Telemetrix'  development of the T3000 e-Telemetry Data SystemTM that collects
and transfers  telemetry data using the Short Message  Service of digital  communications  systems  worldwide and delivers that data to
the user  (customer)  via the internet.  The T3000  wireless  telemetry  system  includes  hardware  (e.g.,  the CommCenter and Optical
Reader), network monitoring services software, and other support services.  Telemetrix provides each of the T3000 components.

Telemetrix  owns and operates a wireless GSM Personal  Communications  System (PCS)  telecommunications  network and a paging  network.
The total coverage of the paging and PCS coverage areas encompass portions of western Nebraska,  southeastern  Wyoming and northeastern
Colorado.  Our operations  consequently consist of operating the paging system and doing T3000 research & development,  product design,
manufacturing, development of telecommunications services and carrier support services.
Telemetrix Technologies
         Telemetrix  Technologies  developed the T3000 e-Telemetry Data SystemTM wireless  telemetry  hardware and software.  The T3000
system can be used in an  unlimited  number of ways,  i.e.,  automatic  utility  meter  reading,  home  security,  home health  alarms,
monitoring vending machines and numerous other specialty applications.

The Telemetrix Model T3101 CommCenter is a proprietary  hardware and software  communications  gateway. The CommCenter hardware has the
ability to function as a wireless local loop interface which will replace,  bypass or supplement  existing  wireline  telephone service
equipment or provide  primary or additional  telephone  service.  Using this  Telemetrix  hardware and  software,  PCS operators in any
size market can offer  additional  services and increase their revenue.  The T3000 system and components have been developed and tested
on the Telemetrix GSM PCS network.

The  Telemetrix  Model T3170 and T3171  Optical Meter Readers  allow  utility  companies to retain  legacy-metering  equipment in their
Automatic  Meter  Reading  and  telemetry  systems.  The  Optical  Meter  Reader is  simply  attached  to the  outside  of an  existing
electro-mechanical  utility meter.  This eliminates the need for an electric  utility to replace  existing  meters which  significantly
lowers the installation cost of a telemetry system.

Telemetrix  Technologies  holds two PCS licenses and 34 paging and mobile telephone  licenses serving 27 locations in the service area.
The licensed PCS service areas encompass  approximately  138,000  persons.  We intend to expand these wireless  services to include PCS
Wireless Local Loop services (i.e.,  local exchange  services),  wireless telemetry and mobile PCS. Our wireless network also serves as
a showcase for new products and services, where potential carrier customers can watch the T3000 system and CommCenter in operation.


                                                   T3000 E-TELEMETRY DATA SYSTEM TM
         Telemetrix  began the  manufacture  of the T3000  Modular  Hardware  for the T3000  e-Telemetry  Data  System  TM.  Testing of
Alpha-design  products was conducted and the product design and the imbedded  firmware were finalized and released to  beta-production.
Deliveries of the beta-T3101  CommCenter,  InterfaceBoards  and Interfaces to the CENTRON electric meter were received.  These products
were scheduled for deployment to a major Iowa utility for early Second Quarter.

In 2002,  it is planned  that the T3000  e-Telemetry  Data  System TM will be designed to operate  using  other  wireless  technologies
including TDMA, which will expand the available  coverage and increase the number of available  markets in North America and around the
world.

       e-Telemetry Data System TM  and e-Telemetry Data TM  are Registered Trademarks of Telemetrix Inc.


SHORT MESSAGE  SERVICE.  The T3000 uses the Short Message  Service  capability  of existing PCS  networks:  this wireless  transmission
technology  eliminates any need for a wireline  telephone  connection,  offers  widespread  coverage and permits easy  mobility.  SHORT
MESSAGE  SERVICE is available  from licensed PCS operators;  therefore,  T3000 System users need not obtain  Federal  Communications  C
commission  licenses.  The Company's  technology  patents  prevent  competitors  from using the Company's  proprietary  technology  for
collecting and  transmitting  telemetry data using the standard Short Message Service.  The technology  patents give the T3000 system a
competitive advantage.

         The primary focus of the Company in first quarter 2002 was the evaluation of the alpha-T3000  Modular System hardware  design,
and finalizing  the firmware prior to release for  beta-Product  manufacture  and field testing and evaluation by customers.  The other
major focus was the integration and  modification of the Network  Operation  Center ("NOC")  Software with the new Modular  Hardware in
the Gering NOC.

         The  Company  finalized a Test &  Evaluation  Agreement  with a major  electric  utility who which will be the first  extended
deployment of the  beta-hardware  of the new T3000 Modular Design  Product.  Other testing and evaluation  agreements  will be deployed
during 2Q, 2002.  The agreements are for testing of our T3000 System under each  company's  specific  environment,  prior to a complete
commercial installation.  Many other T&E agreements are being negotiated.

The  Telemetrix  e-Telemetry  Data System TM will  support  services to  telemetry  users and  carriers,  including  telemetry  network
management, billing support, system design, consulting and service bureau capabilities.

        The T3000 system:

       --    Acquires data from remote devices.

       --    Controls, polls and activates remote devices.

       --    Manages the entire wireless telemetry data system.

       --    Offers real-time access to telemetry data.

       --    Provides Wireless Local Loop type telephony services.

         The company will move to the full  marketing and  commercialization  phase in second  quarter of 2002.  Numerous  meetings are
set, field trials are scheduled and convention exhibits are booked.

         The Company entered  development  licenses with  Schlumberger  Sema for their CENTRON and SENTINEL  Electric  meters,  for the
integration of the T3000 InterfaceBoards into these devices for remote Automatic Meter Reading.

          PCS Signaling  Standards.  PCS systems  generally use one of three digital signal  transmission  technologies:  GSM, CDMA and
TDMA.  Each of these  signaling  standards,  which are  incompatible  with each other,  has been adopted by at least two  different PCS
carriers in major U.S. markets.  Each standard has distinct  advantages and  disadvantages.  TDMA resembles the signaling standard used
by many cellular  carriers.  CDMA should  require fewer cell sites and offer greater  capacity,  call quality and hand-off  advantages.
However,  GSM is the leading  digital  wireless  technology  worldwide,  with  systems in over 170  countries  serving over 600 million
subscribers.  Further,  major carriers like AT&T,  Cingular and TelCel Mexico have recently announced plans to change over from TDMA to
GSM  technology.  GSM uses an open system  architecture  that allows  carriers to purchase  network  equipment  from a wider variety of
vendors and provides  significant  flexibility  for the carrier in vendor cost leveraging and  provisioning  of features,  products and
services.  The T3000 e-Telemetry Data System TM is currently available for use on GSM networks.
2.   Basis of Presentation of Interim Information
         The consolidated  unaudited  financial  statements for March 2002, and 2001 and audited financial  statements for December 31,
2001  include the  accounts of  Telemetrix Inc.  (the parent  company)  and its wholly owned  subsidiaries,  Telemetrix  Solutions  and
Telemetrix Technologies.

         The results for three months ended March 31, 2002, do not  necessarily  indicate the results of operations  for the full year.
These financial  statements and related  footnotes  should be read in conjunction with the financial  statements and footnotes  thereto
included in the Company's 2001 Annual Report on SEC Form 10-KSB filed with the U.S. Securities & Exchange Commission.

         In Management's  opinion, the accompanying  unaudited interim financial statements include all normal adjustments necessary to
present fairly the Company's  financial  position at March 31, 2002,  and the results from  operations for the three months ended March
31, 2002, and the cash flows for the three months ended March 31, 2002.

3.   Related Party Transactions
         The Company borrowed $500,000 from two principal  shareholders,  Mr. Tracy (President,  Treasurer and Director) and Mr. Glaser
(Secretary  and Director) at interest  rates ranging from 10% to 11%.  Funds were borrowed as needed  throughout  the quarter and notes
created  on  specific  loan  dates.  All notes are  demand  notes and  listed as  short-term  liabilities.  All funds were used for the
continuation of the development of the T3000 technology and for working capital.

         The following is a detail of the amounts due from and to related parties.

      Due from related parties

      Tracy Broadcasting Company                                                         $
                                                                                        16,000
      Software Factory Inc.                                                              $
                                                                                        176,000
                                                                                        ------------------
      Total due from related parties                                                     $
                                                                                        192,000

      Due to related parties

      Becker Group of Companies(BGC)             Investments                             $
                                                                                        41,000
      Michael Tracy                                                                      $     2,258,750
      Becker Group                                                                       $
                                                                                        457,000
      Michael Glaser                                                                     $
                                                                                        683,000
      Becker Capital Management                                                          $
                                                                                        399,000
      Tracy Broadcasting Company                                                         $
                                                                                        7,000
                                                                                        ------------------
      Total Due to Related Parties                                                       $     3,845,750


         Hartford  Holdings Ltd., a significant  shareholder of Telemetrix  Inc., was the parent of WEB, BGC, and Software Factory Inc.
At the time the transactions occurred, a person related to the stockholder of Hartford Holdings Ltd controlled Mondetta.

         The Company has a note receivable  from the Software  Factory,  which matured May 1999. The  outstanding  balance at March 31,
2002 was $176,000 net of a $167,000  allowance.  The note accrued  interest at 7.5% until  maturity at which time the interest rate was
adjusted to 15% and a penalty of 15% of the outstanding balance was incurred.

         Current  portion-long term debt-related  parties increased due to additional notes payable from major  shareholders,  interest
rates ranging from 8.5% to 23.4%.  Principal and interest are due on demand.  The proceeds were used to fund operations.


4.   Commitments & Contingencies
         Software  Agreements.  The Company  entered into an agreement with a vendor for the research and development of software to be
used in  conjunction  with the  Company's  telemetry  technology.  The total  contract  amount was  $500,000  USD and is payable as the
project is  completed.  During 1999 to 2000,  the  Company  has paid  $443,000  to the  vendor.  The  Company is also  committed  to an
automatically  renewing service agreement  requiring  monthly payments of $12,000.  The agreement  automatically  renews as long as the
software is used.  At March 31,  2002,  the Company has  included in trade  payables  $283,000  due to this vendor for unpaid  contract
completion costs and for monthly service charges.

         Operating Leases - Related  Parties.  The facility  occupied by the Company in Gering,  Nebraska is being leased at $2,500 per
month from an officer of the Company. The lease requires WTC to pay for utilities and taxes and contains no provisions for renewal.

         Legal  Proceedings.  The Company is party to various  negotiations and legal proceedings  regarding claims on contracts in the
normal  course  of its  business.  Management  believes  that the  outcome  of such  negotiations  and  legal  proceedings,  as well as
commitments, will not have a material adverse effect on the Company's consolidated and combined financial statements.

         Employment  Contracts.  The Company is party to four  employment  contracts,  which require  total annual  salary  payments of
approximately $524,000.  These contracts expire at various dates through 2003 with options to extend.

5.   Related Party Loans

         The Company  obtained  related party loans totaling  $550,000 in the current  period.  The loan offered stock at closing price
on the day of funding for each dollar loaned  resulting in the deferred  issuance of 2,080,000  shares.  The Company  recorded  accrued
Common Stock and APIC costs as a contra-equity for the value of the stock issued.

Item 2.   Management's Discussion & Analysis of Financial Condition and Results of Operations

         The following  discussion  should be read in  conjunction  with the unaudited  Consolidated  Financial  Statements and related
notes.  The results  presented  in this report do not  necessarily  indicate  the  results to be expected in any future  periods.  This
discussion contains forward-looking  statements based on our current expectations,  which involve risks and uncertainties.  These risks
and uncertainties mean that future events could dramatically differ from our forward-looking statements.

OVERVIEW.

         Telemetrix  offers  wireless  e-Telemetry  Data TM Solutions for  businesses  and  telecommunications  carriers,  particularly
wireless  Personal  Communications  Services  ("PCS").  The  Company's  T3000  wireless  telemetry  system  uses a patented  method for
automatically  collecting and  transmitting  telemetry data over the Short Message Service  control  channel of digital  communications
networks  (PCS  systems).  Telemetrix  was  granted  patents  covering  this  proprietary  technology  in January  and  November  2000.
Telemetrix received another Granted Patent # 6,369,719.

     The Company has  experienced  substantial  change over the past two  reporting  years.  During April 1999,  the Company was formed
     through a corporate  combination  between Arnox Corporation and Telemetrix  Resource Group,  Inc. Arnox was an inactive  corporate
     shell prior to the  combination.  In September  1999,  Tracy  Corporation II d/b/a/ Western Total  Communication  was acquired for
     stock.  Telemetrix Resource Group, Inc. was comprised of Telemetrix Resource Group, LTD, a Canadian  corporation,  which was later
     renamed  Telemetrix  Solutions.  Telemetrix  Solutions  offered billing  services and consulting to telephony  companies.  Western
     Total Communications,  later renamed Telemetrix Technologies,  was formed in 1982 to provide wide area paging in western Nebraska,
     eastern  Wyoming and  northeastern  Colorado.  It acquired two PCS  licenses (30 MHZ and 10MHZ) for Business  Trading Area 411, as
     defined by the Federal  Communications  Commission,  and has  constructed the 30 MHZ licensed  network.  It is also certified as a
     competitive  local  exchange  carrier  ("CLEC") in the State of Nebraska.  Telemetrix  Technologies  developed the T3000  wireless
     telemetry system.

         In addition to the  corporate  formation  during  1999,  the Company  focused on the  research  and  development  of the T3000
system.  The Company  developed its own  proprietary GSM module for use in the T3000 system as well as a Subscriber Line Interface Card
module.

          The T3000  e-Telemetry  Data  SystemTM will be available  for  commercial  distribution  in the second  quarter of 2002.  The
software  development  required  for the T3000 was  completed  in the first  quarter  of 2002.  The  redesigned  Modular  Hardware  was
finished,  and  beta-Product  was delivered and successfully  deployed at an electrical  utility in Iowa. Test & Evaluation  Agreements
are being  negotiated for additional  bets-field  installations  with other electrical  utilities,  all scheduled for 2nd quarter 2002.
During  2002,  we will  increase  our  marketing  efforts to create the demand for our  systems.  Two major  industry  trade shows were
attended in the 1st Quarter:  DistribuTECH  where many utility  industry  customers  seeking AMR  solutions  were  contacted;  and CTIA
(Cellular  Telephone Industry  Association) where many contacts were made with customers seeking remote data acquisition and management
solutions utilizing wireless solutions.  Telemetrix Inc. expects regular sales to meet historical and future projections.

         The next  evolution of the T3000 system will be the  enhancement  with European GSM and TDMA licensed  frequencies.  This will
allow for a broader geographical distribution of our system.  These enhancements should be operational by year-end 2003.

         Currently,  the Company is seeking additional  financing.  It is estimated that no more than an additional $10 million will be
required for  manufacturing  inventory,  working  capital and to re-pay current  liabilities.  The Company has immediate need for short
and long term financing.

         Telemetrix  Inc.  expects to continue as a going  concern.  The  strategic  plan is to partially  exit the design phase of the
business  after trial and testing of products.  Production  will then  commence from  contracts  generated and develop an income stream
from  operations.  Previous to and including this reporting  period,  minimal  revenue has been derived from operations and most of the
funding has been through financing activities.  In late 2002, cash flow from operations is expected to materialize.

                                                          Other Developments

         On November 29, 2000,  United  States Patent  #6,150,955  was issued to  Telemetrix.  The patent covers claims which relate to
the use of the  Telemetrix  T3000  e-Telemetry  Data  SystemTM  for  monitoring  certain  digital  packets  associated  with a  digital
communications  system control channel,  identifying of certain packets and replacing of certain  non-information  bearing packets with
packets that contain useful data and  information.  Advantageously,  this system and method does not impact the capacity of the digital
communications network.

         On December 1, 2000,  Telemetrix  entered into a Reseller  Agreement  with  Ericsson  Messaging  Systems,  Inc. a wholly owned
subsidiary of L. M. Ericsson  ("Ericsson"),  whereby,  Ericsson will resell the hardware  components  of  Telemetrix's  patented  T3000
e-Telemetry Data SystemTM.  The agreement calls for Telemetrix to provide Ericsson,  for resale, all of the hardware  components of the
T3000  e-Telemetry Data SystemTM  including the T3500 and T3600 Optical Readers.  On the same day,  Telemetrix  entered into a Software
Original Equipment  Manufacturer ("OEM") Agreement with Ericsson,  whereby Telemetrix will provide software to Ericsson on an OEM basis
for  Ericsson  to sell under  their brand  name(s).  The  software  will be used in  association  with the  Telemetrix  patented  T3000
e-Telemetry  Data SystemTM.  The agreement calls for Telemetrix to provide  Ericsson with Telemetrix  e-Telemetry  DataTM Software that
Ericsson will deploy to customers and PCS operators  throughout  North America and the world,  under  Ericsson's brand and labeled with
the phrase "Powered by Ericsson."



                                                        Industry And Technology Overview

PCS Networks.  Certain wireless communications networks, such as cellular telephone and PCS, use an architecture, where the service region
is divided into multiple cells.  Each cell contains a Base Station (including a transmitter, receiver and signaling equipment) which
is connected to the wireless network switch and which, in turn, is connected to the public switched telephone network.  Within a
cell, the mobile units (e.g., the handset) communicate with the Base Station using radio waves.  To prevent interference, adjacent
cells use different radio frequencies.  As a mobile unit moves away from the Base Station in a particular cell, the network switch
monitors the signal strength of the call and transfers the call to a new Base Station in another cell where the signal strength is
greater.  PCS licensed services use higher radio frequencies than traditional cellular telephone, which reduces the distance PCS
transmissions can travel without significant degradation.  Consequently, PCS networks require smaller operating cells and more Base
Stations than cellular telephone networks.

PCS Signaling Standards.  PCS systems generally use one of three digital signal transmission technologies: GSM, CDMA and TDMA.  Each of
these signaling standards, which are incompatible with each other, has been adopted by at least two different PCS carriers in major
U.S. markets.  Each standard has distinct advantages and disadvantages.  TDMA resembles the signaling standard used by many cellular
carriers. CDMA require fewer cell sites and offer greater capacity, call quality and hand-off advantages.  However, GSM is the
leading digital wireless technology worldwide, with systems in 110 countries serving over 30 million subscribers.  Further, major
carriers like AT&T and TelCel Mexico have recently announced plans to change over from TDMA to GSM technology.  GSM uses an open
system architecture that allows carriers to purchase network equipment from a wider variety of vendors and provides significant
flexibility for the carrier in vendor cost leveraging and provisioning of features, products and services.  The T3000 e-Telemetry
Data SystemTM is currently available for use on GSM networks. The Company is also completing development of the T3000 for CDMA and
TDMA networks.

Wireless Telemetry.  Telemetry involves the use of remote devices for data collection and analysis, and encompasses the following activities:
|X|      installing a measurement device at a remote location;
|X|      controlling the device from a central station;
|X|      obtaining data with the device;
|X|      transmitting the data to the central station;
|X|      collecting and analyzing the data; and
|X|      responding to the results of the analysis.

         Telemetry  requires  measurement  and  transceiver  devices,  transmission  services,  central  control devices and management
software.  Since it offers  widespread  coverage  and  permits  mobility,  wireless  telecommunications  is an  effective  transmission
component for telemetry.

                                                        Potential Customers and Markets

         The U.S.  telecommunications  industry has approximately 4,830 service providers,  serving more than 96 million households and
25  million  businesses  (approximately  180  million  access  lines),  and  generated  revenues  approaching  $268  billion  in  1999.
Telecommunications  wireline services involve three principal  markets:  long distance,  local exchange and data products and services.
Wireless  communications  services include cellular  telephone service,  PCS,  Specialized Mobile Radio ("SMR") and paging. The Company
believes that service  providers in each of these market  segments can benefit from these  value-added  carrier support  services.  The
T3000 system and T3100  CommCenter  technology  should appeal to both  wireless  carriers as well as original  equipment  manufacturers
("OEMs") that sell their products to telecommunications carriers.

         The Data Products and Services  Market.  Data products and services were the highest growth segment of the  telecommunications
industry in the 1990's.  According to Data  Communications,  data-related  products and services  accounted for revenues of almost $111
billion in 1999 - a growth rate of  approximately  18.8% from 1998.  According to the Yankee Group,  current  trends  suggest that data
revenues will double over the next three years and will grow five times faster than voice revenues.

         The  Wireless  Services  Market.  The  wireless  communications  market,  which  includes  cellular  telephone  service,  PCS,
Specialized  Mobile Radio ("SMR"),  paging,  and other  applications,  has grown  dramatically in recent years. U.S. wireless telephone
service  revenues grew from $5.7 billion in 1991 to $50.2 billion in 1999, and the number of subscribers  increased from 7.6 million in
1991 to 86  million  in 1999.  The  growth  in  wireless  communications  results  from  lower  prices  for  consumer  equipment,  more
comprehensive service coverage, lower rates and technological advances that have improved transmission quality and reliability.

         Wireless  Telemetry.  Developments  in computing,  Internet and wireless  technologies  have created an opportunity  for a new
business,  wireless telemetry.  The need for accurate and timely data is rapidly  increasing,  especially with the advent of techniques
such as "just-in-time"  inventory  management.  As measurement and transceiving devices become smaller and more robust,  companies will
install  telemetry  devices  into more  products.  Just as the use of  microprocessors  expanded  well beyond  computing  applications,
telemetry devices could become ubiquitous.  Telemetry creates demand for measurement and transceiver  devices,  transmission  services,
control devices and management  software.  The Yankee Group forecasts revenue for wireless  telemetry devices to grow from $1.2 billion
in 1999 to nearly $5 billion in 2004, while revenue for wireless telemetry airtime will grow to approximately $1.7 billion.
[OBJECT OMITTED]Source: The Yankee Group
[OBJECT OMITTED]




         Telemetry is the science and technology  devoted to measuring values and variables (such as pressure,  temperature,  humidity,
blood flow,  radiation levels, or sound levels),  transmitting the results of the measurements to a distant station,  and interpreting,
indicating,  displaying,  recording or using the information that is obtained.  The wireless  telemetry market is relatively  undefined
and is now emerging.  The following demonstrates the targeted market segments and their benefits:


                                                  Targeted Telemetry Market Segments
   Segmentation     Telemetry Application              Benefits                           Example
------------------------------- ---------------------------- ---------------------------- ----------------------------
      Alarm and Security        o        Commercial /        o        Alarm and status    o        A burglar breaks
                                     Residential Secruity         messages sent to             into a house and cuts
                                     Alarms                       alarm monitoring             the phone and power
                                o        Smoke Detectors          center                       wires
                                o        Fire Alarms         o        Security against    o        Alarm company is
                                                                  compromise of                still notified of the
                                                                  wireline connections         break in and
                                                                                               dispatches for police
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
 Agricultural Irrigation, and   o        Pipeline            o        Monitor             o        A city registers
        Environmental                Corrosion Systems            environmental                unusually high air
                                o        Water Pump               condition                    pollutions readings
                                     Failures, Levels And    o        Alarm systems for   o        A public service
                                     Contamination Air            hazardous                    announcement is sent
                                     Quality Systems              environmental                out warning those
                                                                  conditions                   with medical
                                                                                               conditions to stay
                                                                                               indoors
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
Asset Management, and Tracking  o        Office Equipment    o        Monitor meter       o        A delivery truck
                                o        Industrial               Information                  follows a specific
                                     Machinery and           o        Service diagnosis        route to fill a
                                     Manufacturing                and maintenance              vending machine
                                     Processes               o        Inventory           o        Truck can be
                                o        Vending Machines         management                   re-routed if the
                                                             o        Fleet / route            vending machine is
                                                                  management                   still full from last
                                                                                               delivery
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
     Atmosphere Controls        o        Heating,            o        Air quality         o        A commercial
                                     Ventilation, and Air         standards                    refrigerator door in
                                     Conditioning            o        Temperature              a restaurant is left
                                o        Refrigeration,           controls for food and        open after a food
                                     Temperature and              other perishable items       delivery
                                     Humidity Controls       o        Climate control     o        An alarm is
                                                                  for greenhouses and          triggered, alerting
                                                                  agricultural products        people to close the
                                                                                               door to save the food
                                                                                               from spoiling
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
          Healthcare            o        Health Status       o        Patient health      o        A patient takes a
                                     Monitoring Devices           status alarms                blood test everyday
                                                             o        Mobile patient      o        Test data is sent
                                                                  monitoring                   to hospital where
                                                             o        Centralized              doctor can monitor
                                                                  storage of patient           patient daily
                                                                  information
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
Public and Municipal Services   o        Parking Meters      o        Parking meter       o        A city is losing
                                o        Highway Tolls            servicing                    money because parking
                                o        Streetlights        o        Service route            meters are full or
                                o        Railroad Crossing        management                   robbed
                                     Switches                o        Preventive          o        Meter attendants
                                                                  security for                 are rerouted to full
                                                                  hazardous public             meters, and police
                                                                  situations                   are dispatched to
                                                                                               tampered meters
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
  Transportation Systems and    o        Vehicle Location    o        Inventory           o        A truck is making
          Facilities            o        Vehicle Engine           management                   an urgent delivery
                                     Computers               o        Emergency                but a major accident
                                o        Container asset          communications               will delay the arrival
                                     tracking                o        Remote              o        Information can
                                                                                               be sent to driver to
                                                                                               take an alternative
                                                                                               route to deliver
                                                                                               shipment on time
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
          Utilities             o        Utility Meter       o        Reduced cost of     o        A Customer is
                                     Reading                      servicing meters             moving out of town
                                o        Oil and Gas         o        Customer account    o        Utility company
                                     Pipeline Facilities          management                   can provide
                                o                            o        Remote meter             up-to-minute readings
                                                                  control
------------------------------- ---------------------------- ---------------------------- ----------------------------


                                                              Competition

         Competitors  are  extremely  diverse.  There is no  single  company  that  dominates  the  wireless  telemetry  market  or any
individual  segment of the  telemetry  market.  Each  competitor  has created a niche for their  business and seems to stay within that
niche.  There is no competitor that can offer the universal  capabilities of the T3000 end-to-end  solution,  from ease of installation
and use to a complete "turn-key" telemetry data implementation solution.

         Many of the Company's  competitors  have  multiple  divisions  and do not break out the  telemetry  data and  equipment  sales
individually on their publicly available financial  statements.  However,  information on various companies with much of their revenues
derived from telemetry data and equipment sales are listed below.

                                                    Telemetry Technology Landscape

Service Technologies         Description                   Advantages                     Weaknesses
------------------------------- ------------------------------ ----------------------------- -------------------------
Digital Cellular / PCS (GSM,    Currently SMS technology;      IP Capable, Cost of network   Small but growing
TDMA, CDMA)                     packet data technology will    is shared, Migrateable GSM    footprint / Service
                                be overlaid on digital         / TDMA transceiver            still in deployment /
(Telemetrix Technologies)       cellular / PCS networks in     technology                    Focus on wireless voice
                                long term
------------------------------- ------------------------------ ----------------------------- -------------------------
------------------------------- ------------------------------ ----------------------------- -------------------------
Proprietary Wireless Networks   Networks originally built      Understanding of telemetry    Proprietary networks
                                for utility meter reading      business, AMR expertise       and systems, Limited
                                                               Partnerships with major       coverage, Limited
                                                               utilities companies,          message size
(CellNet, Itron)                                               Alliances with system
                                                               integrators
------------------------------- ------------------------------ ----------------------------- -------------------------
------------------------------- ------------------------------ ----------------------------- -------------------------
Dedicated Packet Data           Digital packet data radio      Coverage, Good in-building    Strong urban, weak
Networks (DPD)                  services designed for mobile   penetration, Alliances with   rural coverage, Limited
                                data and interactive paging    system integrators, low       deployment of
(ARDIS, BSWD)                   functions                      latency                       technologies by service
                                                                                             providers
------------------------------- ------------------------------ ----------------------------- -------------------------
------------------------------- ------------------------------ ----------------------------- -------------------------
Cellular Digital Packet Data    Digital packet technology is   Well-suited for short burst   Coverage dependent on
(CDPD)                          an overlay on analog           transmissions, IP capable     cellular carriers
                                cellular technology                                          agreements, Strong
(AT&T Wireless, GTE Wireless,                                                                urban weak rural
Bell Atlantic Mobile,                                                                        coverage
Ameritech)
------------------------------- ------------------------------ ----------------------------- -------------------------
------------------------------- ------------------------------ ----------------------------- -------------------------
Mobile Satellite Services       Services using Ku band and     Excellent coverage            Poor in-building
(MSS)                           low earth orbit satellite                                    penetration, expensive,
                                systems to provide wide area                                 low data rate, limited
(QUALCOMM, Orbcomm and other    blanket coverage                                             message size, networks
LEO Systems)                                                                                 still in deployment
------------------------------- ------------------------------ ----------------------------- -------------------------
------------------------------- ------------------------------ ----------------------------- -------------------------
Cellular Control Channel        Uses overhead control          Low latency, low cost, IP     Coverage dependent on
Technologies (CCT)              channels of analog cellular    capable, cost of network is   cellular carriers
                                network, and the SS7 network   shared                        agreements, limited
(Cellemetry, Aeris Microburst)  via IS-41                                                    message size
------------------------------- ------------------------------ ----------------------------- -------------------------
------------------------------- ------------------------------ ----------------------------- -------------------------
Narrowband PCS (NPCS)           Two-way messaging networks     Medium message size,          Networks still in
                                based on ReFLEX technology     Spectral efficient low        deployment, high
(Skytel, Pagenet,                                              cost, excellent in-building   comparative latency
Pagemart)                                                      penetration, coverage         (low data rate)
------------------------------- ------------------------------ ----------------------------- -------------------------




                                                           Marketing & Sales


         The T3000 e-Telemetry Data SystemTM was designed and patented as a user friendly,  end-to-end  solution for wireless telemetry
and an inexpensive  Wireless Local Loop (WLL) device.  The T3000 utilizes  existing PCS  infrastructure to provide its capabilities and
operates over standard,  existing wireless digital  communication  networks without any modification to the network.  The T3000 employs
a patented  method of utilizing  Short Message  Service for telemetry data  transmission.  The T3000 also accesses the voice channel of
the PCS system to provide  wireless  local  loop,  which  provides  voice  capabilities.  The use of  existing  wireless  communication
infrastructure  speeds  deployment of telemetry  services and  significantly  reduces costs.  The Telemetrix  e-Telemetry Data SystemTM
offers support services to telemetry users and carriers,  including  telemetry  network  management,  billing  support,  system design,
consulting and service bureau capabilities.

          The T3000 system:

        --........Acquires data from remote devices.

        --........Controls, polls and activates remote devices.

        --........Manages the entire wireless telemetry data system.

        --........Offers real-time access to telemetry data.

         --........Provides Wireless Local Loop voice type telephony services.

         The T3000 is in test and evaluation program at many Clients, and will move to the full marketing and  commercialization  phase
in late fourth quarter of 2001.  Numerous  meetings are set, field trials are scheduled and convention  exhibits are booked.  The T3000
e-Telemetry  Data SystemTM is ready for early  scheduled  deliveries in the early second quarter 2002 and product  delivery early third
quarter 2002.

         Through the relationship with Ericsson,  Telemetrix will use wireless operators (carriers),  with established relationships in
their service  market and coverage  area, to  capitalize on their market  presence,  and their  wireless  brand  awareness.  Telemetrix
e-Telemetry  Data System will make the PCS  operator  (a) the most  competitively  priced  telemetry  data  service in their  operating
region, (b) provide a complete and installed  infrastructure  which does not have to be maintained by the telemetry data users, and (c)
provide  financial  incentives  for the PCS operator to generate  additional  revenues  through the use of SM  telemetry  data on their
networks.  The wireless  operators  are seen as the leaders in  communication  technology,  therefore,  their  reputation,  stature and
standing will generate  credibility for the delivery of new wireless telemetry data technology,  which cannot be delivered by any other
entity in a market, at a competitive price.

         Telemetrix  Inc. is  positioned  to quickly  gain  nationwide  capability  and to become a nationwide  telemetry  data service
provider.


                                                                   Regulation

         Wireless  telecommunications  services  are  subject  to  significant  regulation  and the  Company  could  become  subject to
additional  regulatory  requirements as our services grow. Pursuant to the Communications Act of 1934, as amended (the  "Communications
Act")  including  amendments by the  Telecommunications  Act of 1996,  the FCC regulates the facilities and services we use to provide,
originate,  or terminate  interstate or  international  communications.  Provision of PCS and other  wireless  services  requires radio
frequency  licenses  from the FCC or a  contractual  arrangement  with a licensee.  The  provision of local  exchange  service  through
wireless local loop may be subject to state  regulation.  Approvals from state and local  governments may be required to utilize public
rights-of-way  necessary  to install and to operate  networks,  transmission  towers,  equipment,  and other  facilities.  Furthermore,
transfers of control of certificated  carriers and assignments of regulatory  authorizations  often require prior approval from the FCC
and state regulatory agencies.

...................The  Company's  telecommunications  services  also must comply with  federal and state  common  carrier  regulations,
including  certification,   notification,   registration  and  tariffing  requirements.  Although  the  FCC  eliminated  the  tariffing
requirements  for  interstate  non-dominant  carriers,  such carriers must  continue to file  interstate  tariffs until a federal court
completes  reviewing such  detariffing  and declares that the  detariffing  order is lawful.  When  necessary,  we will file interstate
tariffs  with the FCC and state  tariffs  with the State of Nebraska  and any other  states  where the Company is  certified to provide
wireless  local  exchange  services.  The FCC and numerous  state  agencies  also impose prior  approval  requirements  on transfers of
control of  certificated  carriers  and  assignments  of  regulatory  authorizations.  States also often  require  prior  approvals  or
notifications  for the  issuance of stock,  bonds or other  forms of  indebtedness.  The FCC and state  regulatory  agencies  generally
retain the right to sanction a carrier,  impose  forfeitures,  mandate  refunds or impose other  penalties  in the event of  regulatory
non-compliance  by a carrier.  There can be no assurance that future  regulatory,  judicial or legislative  activities  will not have a
material  adverse effect on the business,  operating  results and financial  condition of the Company or that domestic or international
regulators or third parties will not raise material issues with regard to the Company's  compliance or  non-compliance  with applicable
laws and regulations.

                                                      Employees

         The Company had 11 full-time  employees on March 31, 2002. The Company  employs certain  employees  pursuant to offer letters,
which might lead to employment  contracts.  See  "Management".  While Nebraska is an Open Shop State, no Company  employees are members
of labor unions. The Company also utilizes independent contractors and consultants.


                                                  CORPORATE HISTORY

         Telemetrix was formed through a corporate  combination  ("Combination")  between Arnox Corporation,  Telemetrix Resource Group
Inc. ("TRG--US") and Tracy Corporation II d/b/a Western Total  Communications  ("WTC").  Arnox was originally formed in 1983 to develop,
manufacture,  market and license  fire  retardant  products  and  technology,  and  Arnox's  stock was listed for trading on the NASDAQ
system.  However,  a 1989  bankruptcy  left Arnox as an inactive shell without  material  assets,  liabilities  or operations.  WTC was
formed in 1982 as a paging  company  operating in western  Nebraska.  TRG--US was formed in 1998 after its founders  acquired the rights
to an initial version of the TRACCS  Software;  TRG--US's  principal  activity was licensing the TRACCS Software to Telemetrix  Resource
Group  Ltd.("TRG--Canada"),  which offered some Customer  Care Services in Canada;  TRG--US then acquired  TRG--Canada in early 1999. In a
"reverse  takeover"  during the second and third  quarters  of 1999,  the  stockholders  of WTC and TRG--US  ("Principal  Stockholders")
acquired  11,500,000  Shares  (approximately 90%)  from Arnox in exchange  for all WTC and TRG--US  stock;  as a result,  the  Principal
Stockholders  acquired  control of Arnox.  After the  Combination,  the companies  changed  their names to reflect their  complementary
businesses:
--       Arnox became Telemetrix Inc. ("Telemetrix");
--        TRG-US  became  Telemetrix  Solutions  Ltd.  ("Telemetrix  Solutions";  for  the  collective  activities  of both  TRG-US  and
             TRG--Canada, we use "TRG" and "Telemetrix Solutions" for activities before and after, respectively, the Combination);
--        WTC  became  Telemetrix  Technologies  Inc.  ("Telemetrix  Technologies";  we use  "WTC"  and  "Telemetrix  Technologies"  for
             activities before and after, respectively, the Combination).


                                                OPERATIONS  ANALYSIS

         The Company has experienced  substantial  change over the past two years.  During April 1999, the Company was formed through a
corporate  combination  between Arnox Corporation and Telemetrix  Resource Group,  Inc. Arnox was an inactive  corporate shell prior to
the  combination.  In September  1999,  Tracy  Corporation II d/b/a/  Western Total  Communication  was acquired for stock.  Telemetrix
Resource  Group,  Inc. was comprised of Telemetrix  Resource Group,  LTD, a Canadian  corporation,  which was later renamed  Telemetrix
Solutions.  Telemetrix Solutions offered billing services and consulting to telephony companies.  Western Total  Communications,  later
renamed Telemetrix Technologies,  was formed in 1982 to provide wide area paging in western Nebraska,  eastern Wyoming and northeastern
Colorado.  It acquired  two PCS licenses  (30 MHZ and 10MHZ) for  Business  Trading Area 411, as defined by the Federal  Communications
Commission,  and has constructed the 30 MHZ licensed  network.  It is also certified as a competitive  local exchange  carrier ("CLEC")
in the State of Nebraska.  Telemetrix Technologies developed the T3000 wireless telemetry system.

         In addition to the  corporate  formation  during  1999,  the Company  focused on the  research  and  development  of the T3000
system.  The Company  developed its own  proprietary GSM module for use in the T3000 system as well as a Subscriber Line Interface Card
module, which provides voice capabilities.  Three major investors provided the funding for the operations in 1999.

         The focus of the Company has shifted to the  commercialization  of the T3000 wireless telemetry system.  During late 1999, the
TRACCS  software,  which was used for the billing service  operations,  was closely  analyzed and management  believed the value of the
software was  impaired and was written-  off.  The  original  value of the  software  prior to any  amortization  or write down was $25
million.  The majority of the accumulated  deficit in the  Shareholder's  Equity is the amortization and subsequent  write-down of this
software.  Early in 2000,  management  reviewed the continued operation and the future of the billing service bureau and concluded that
the Telemetrix  Solutions  business  should be sold.  During the second and third quarter,  the Company sought a buyer for the business
and was  successful in selling it in August 2000.  The sale was to Nextech  Catalysts  Inc.,  and included  almost all of the assets of
the  operations  as well as  certain  liabilities.  The  assets  and  liabilities  were  exchanged  for a  certain  number of shares of
Superwire.Com  common stock. This has allowed the company to reduce the monthly operating  overhead,  eliminate the operating  deficits
created  by this  operation,  focus on the core  competencies  of the  company  and  redirect  management  and  operation's  efforts to
commercializing and deploying of the T3000 system.

         As stated  earlier,  the primary  focus of the Company in 2000 has been the  commercial  development  and testing of the T3000
system.  The Company completed  manufacturing  design of the T3000 hardware and has substantially  completed the software design of the
operating  components.  Additionally,  the required PCS network  infrastructure  has been installed.  Several of the T3000  components,
such as the GSM module,  have  undergone  independent  testing and have  received  approval.  During 2000,  the Company was granted two
patents  related to the T3000  technology.  Both patents  cover the  equipment as well as the method of  automatically  collecting  and
transmitting  telemetry  information  using the Short  Message  Service  (SMS)  portion of a Personal  Communications  Systems  ("PCS")
Network and further  enhance the creation of content,  which may be accessed via the Internet.  These patents provide the foundation of
our Technology.

         The Company signed several testing and evaluation  agreements during 2000 with various utility and  transportation  companies.
The  agreements  are for  testing of our T3000  system  under  each  company's  specific  environment,  prior to a complete  commercial
installation.  Those companies who have signed agreements include:     The  Bay  Area  Rapid  Transit  District  of  Oakland,  CA;  PSP
Products Inc., Manassas, Virginia; Northern California Power Association of Roseville, CA.

         In addition to the commercial  development and testing of the T3000 system, the Company has undertaken an extensive  marketing
campaign to promote our e-Telemetry  Data SystemTM,  to the utility  marketplace.  Since our technology is cutting edge, we have had to
conduct  considerable  "missionary"  marketing to create an awareness of our products and services.  This effort has continued in 2001.
As part of our marketing  and  commercialization  strategy,  we formed an alliance with  Ericsson  Messaging  Systems  Inc.("Ericsson")
Ericsson is a leading  worldwide  communications  supplier  providing total  communications  solutions from systems and applications to
wireless  telephone  and other  communication  tools.  The  alliance is in the form of four  separate  agreements  signed in 2000.  The
Company  also in 2000 began  discussions  with a second  international  company to market our  products  in Mexico,  Central  and South
America.  These discussions have continued during 2001.

         During 2000, the Company  undertook two rounds of financing to support our  activities.  The first was a private  placement of
1,311,250  shares of common stock,  which raised $2.4 million in March 2000.  The second round of financing,  a convertible  debenture,
raised $1.2 million in September 2000.

         The focus of 2001 has been the  continuation  of the software  development  for the Network  Operations  Center as well as the
development of documentation  and tutorials for installation and maintenance of the system.  We also have spent  significant  resources
in marketing the T3000 system.  The T3000  e-Telemetry  Data SystemTM will be available for commercial  distribution  late in the first
quarter of 2002.

         The next  evolution of the T3000 system will be the  enhancement  with European GSM and TDMA licensed  frequencies.  This will
allow for a broader geographical distribution of our system.  These enhancements should be operational by late 2002.

         Currently,  the Company is seeking  additional  financing.  It is estimated that no more than an additional  $5-8 million will
be required for manufacturing inventory, working capital and for capital equipment.


DESCRIPTION OF FINANCIAL COMPONENTS
         The following  summarizes  the  components  of revenue and the  associated  cost of sales  (excluding  depreciation)  from our
proposed operations:

Activity                              Revenue Source              Costs of Sales (excluding depreciation)

Wireless telecommunications           PCS Services                 Network Operation and Maintenance; Carrier settlements

Wireless Telemetry                    Licensing T3000             Customer Care and Support; Development costs; licensing fees
                                      T3000 equipment sales       Manufacturing costs; Customer Care and Support, licensing fees
                                      T3000 software sales        Customer Care and Support; License fees
                                      Data transmission           Carrier settlements; roaming fees

                                                           WIRELESS SERVICES
         Our wireless  communications  services  currently consist of paging operations in Nebraska,  Wyoming and Colorado over the WTC
Network.  These operations (paging services plus equipment sales,  rentals and repairs) now generate  approximately  $18,000 in monthly
revenue.  We will not expand the paging  operations  but instead  will  integrate  them into the PCS  operations.  We acquired  the PCS
licenses in 1996,  began network  deployment  in late 1997 and finished  network  deployment  in April 1999.  The network has primarily
been used for the research and  development  of the T3000.  We will commence  commercial  PCS  operations in 2nd Quarter 2002 for short
message services to support the T3000 technology development.




Operating Expenses

          As we develop our products and services and ready them for market, the operating expenses  principally  consist of research &
development,  pre-production,  license and general &  administrative  costs.  When we launch  products and services,  sales & marketing
expenses  substantially  increase,  while research %amp; development,  pre-production  and license costs decrease.  After sales of products
and  services  reach  "regular"  levels,  the  principal  operating  expenses  will be  research  %amp;  development,  sales  %amp;  marketing,
manufacturing,  general %amp;  administrative.  Since we are still in the initial  stages of our business  plan, we believe that  operating
expenses,  particularly for wireless  telemetry and wireless  telecommunications,  will continue to increase during the next year as we
continue development and commercialization, pre-production and manufacturing and expand our operations.

                                                   DEVELOPMENT AND COMMERCIALIZATION
          Our development and  commercialization  activities will principally focus on completing T3000 for commercial  release in June
2002. We expect development and  commercialization  will always constitute a significant  operating expense because we must continually
develop,  enhance and upgrade our products and services.  For example,  we must extend T3000 to integrate  other wireless  technologies
such as TDMA, CDMA, and ReFLEX.

                                                         Capital Expenditures

The most significant  capital expenditure will be deploying and equipping the T3000 Network  Operation Center ("T-NOC").  The T-NOC
is the central  repository of telemetry  information  and acts as the gateway  between the PCS service  providers and the Telemetry
Users of T3000 (e.g., utilities and alarm companies).

                                                               LICENSING

         Some of our products and services  utilize  intellectual  property of other parties,  which  generally  requires us to pay
license fees.  Such license fees can take the form of initial  payments,  continuing  royalties or both types of payments.  We also
must reserve  funds to pay licenses on  "essential  patents" on the GSM radio and  protocols,  which is a standard  practice in the
industry.

                                                            PRE-PRODUCTION

         Pre-production  costs  include  certification  by the  Underwriters  Laboratory  and ANSI to prove  that our T3000  device
complies with electronic emissions,  safety and system  interoperability  standards.  Pre-production costs will end when the system
is commercially available, in June 2002.


                                                           SALES %amp; MARKETING

         Sales %amp; Marketing  expenses  include  salaries and commissions for sales staff,  trade show expenses,  consulting fees and
advertising.  Since our  Company's,  products and services are  innovative and  relatively  unknown,  we must conduct  considerable
market development programs to create awareness of our products and services.


                                                             MANUFACTURING

         The largest  manufacturing  expense will be costs  associated  with component  purchase  guarantees to  manufacturers  and
holding  inventory on the T3000 units.  Since T3000 includes some customized  components and custom circuit boards,  we must commit
to large volume  purchases to ensure timely  delivery and to lower costs.  Large  production runs avoid multiple set-up charges and
therefore are more economical,  especially  since third parties will  manufacture the T3000 units for us. We anticipate  building a
minimal inventory to satisfy Test and Evaluation orders.  Commercial production will be against firm orders from customers.

                                                       GENERAL %amp; ADMINISTRATIVE

         General %amp; administrative  expenses  primarily consist of salaries and related expenses of management,  support  personnel,
occupancy fees,  professional fees, general corporate and administrative  expenses.  As the size and scope of our business grow, we
may expand our corporate and administrative staff, especially accounting and contract management.



RESULTS OF OPERATIONS
Quarter and three months ended March 31, 2002 compared to quarter and three months ended March 31, 2001

         The following  discussion  contains  comparisons  between the quarter ("Recent  Quarter")and three months ended March 31, 2002
("Recent  Period") and the quarter  (Prior  Quarter") and three months ("Prior  Period") ended March 31, 2001. The financial  statement
for the prior  period  includes  TSI and  Telemetrix  Technologies.  TSI in the Prior Period  included  the  operations  of the Billing
Service  Bureau,  which was sold in the third  quarter  2000.  The decrease in revenues and  operating  expenses from Recent Period and
Prior Period can be attributed to the sale of this operation.

         During the recent period,  our prime focus has been the  finalization  of the software  development  for the T3000 system,  as
well, making significant progress in marketing the T3000 to the marketplace.

         Revenue  totaled  $47,000 during the Recent  Period,  compared to $57,000 for the Prior Period.  During the Recent Period,  we
received  $47,000 from equipment sales and rentals.  The decrease in revenues from the Prior Period is due to the switch  consumers are
making from pagers to  cellular  phones.  We expect  revenue to increase  substantially  over the next 12 to 18 months as we launch the
T3000 system.

         Operating  expenses  were  $833,000  during  the  Recent  Period.  These  expenses  are  primarily  due to the  impairment  of
technological  advances,  the software  development costs for the T3000 technology and other operating costs.  Operating  expenses were
838,000 for the Prior Period.

         Costs of Revenue was  approximately  $484,000 for the Recent  Period.  These  expenses  primarily  consist of the costs of the
equipment sold,  commissions of sales employees,  agent fees and repair parts for the WTC paging operations.  Approximately $460,000 of
that is depreciation and impairment of outdated technology.

         Research %amp;  Development  expenses  were $25,000 for the Recent  Period.  The primary  component of the year to date expense is
the software development costs for the T3000 system as well as some costs for pre-manufacturing development.

         Selling,  General and  Administrative  expenses were $324,000 for the Recent Period. The primary component of the SG%amp;A expense
is salary costs for the T3000 and administrative costs of Telemetrix Solutions and Technologies.

         Interest  expense  was  $631,000  for the Recent  Period.  This  expense  represents  primarily  the  interest  charges on the
convertible  debentures  that  occurred  in 2000 as well as interest  charged on loans from  related  parties.  The  proceeds  from the
convertible  debentures  and related  party loans were used to fund the research and  development  of the T3000 as well as  operations.
Interest expense for the Prior Period was $456,000, interest on loans from related parties.

         Net loss.  We reported a net loss of $1.453  million for the Recent  Period.  The  principal  components  of this net loss for
the Recent Period were  amortization  and depreciation of $441,000,  interest expense of $631,000,  research and development of $25,000
and normal operating  expenses.  We did not reflect any benefit for income taxes due to the uncertainty  surrounding the realization of
the favorable tax attributes in future tax returns.

         Accumulated  Deficit.  Accumulated  deficit  for  the  Recent  Quarter  was  $51.15  million.  The  primary  component  of the
accumulated  deficit is the  amortization  and the subsequent  write-off of the TRACCS  software.  The TRACCS software was used for the
billing  service bureau  operation.  The software value was  written-off in late 1999. The total amount of  amortization  and write-off
was $25 million.

         LIQUIDITY AND CAPITAL  RESOURCES.  During the Recent Period, we used $344,000 in cash for operations,  primarily for salaries,
marketing  expenses  and other  operating  expenses.  During the Recent  Period we generated  cash flow from  financing  activities  of
$175,000 that primarily came in the form of notes payable with related parties and stock issued for operating expenses.


         Funding  Requirements.  In order to pay  operating  expenses  and  achieve  self-sustaining  operations,  we expect to require
substantial funding during the next twelve months.  We will need funds for:

Development and Commercialization
         Development  and  commercialization  prior to  commercial  distribution  will require  approximately  $100,000.  This includes
documentation for training,  customer user and installation  manuals,  licensing fees,  compliance testing (i.e., FCC, ANSI, UL, and CE
Mark),  software interface  development,  and completion of manufacturing design. After commercial  distribution begins,  $800,000 will
be required for the integration of TDMA, CDMA, the European GSM module and new technologies.

Working Capital
         Working  capital will be required to fund the operations  until it reaches  positive cash flow.  Working  capital will be used
for salaries and wages for our customer service,  network management,  marketing,  and administrative  employees.  It will also be used
for marketing expense  including  advertising and trade show, and other operating  expenses such as rent, office supplies,  postage and
professional fees.  Working capital also includes a reserve for unanticipated expenses.

Manufacturing Expense
         The  anticipated  demand for the T3000 will require the  manufacturing  of product for  inventory  prior to sale.  We estimate
that an initial 2,000 units will be required at a cost of approximately $500,000.

Repay Current Liabilities
         During our start up phase,  we incurred  several  lines of credit and above normal levels of accounts  payable.  Approximately
$270,000 will be used to partially pay down the accounts payable to a normal level.


                                             PART II - OTHER INFORMATION
Item 1.       Legal Proceedings

              The Company is party to various negotiations and legal proceedings  regarding claims on contracts in the normal course of
its business.  Management believes that the outcome of such negotiations and legal proceedings,  as well as commitments,  will not have
a material adverse effect on the Company's consolidated and combined financial statements.

Item 2.       Changes in Securities and Use of Proceeds.

       (a)    Not Applicable.

       (b)    Not Applicable.

       (c) Issuance of  Unregistered  Securities - The  following  tables  summarize all  securities  that we issued during the quarter
              ended March 31, 2002, in unregistered offerings:
                                                                                            Deemed Per
                Date     Title of Security    Amount   Class of Purchaser       Exemption   Share Price  Proceeds
              1/30/02    Common Stock1        312,500  Becker Capital Mgmt      Rule 506       $0.162           3
              2/22/02    Common Stock4        625,000  Michael Glaser           Rule 506       $0.162           3
              3/29/02    Common Stock5      1,142,857  Michael Tracy            Rule 506       $0.356           3


              --------------------
              1 Issued as part consideration for a bridge loan of  $50,000.
              2  The closing price of the stock on the loan draw down date.
              3 Issued as part consideration for a bridge loan, so no cash consideration was received specifically for this stock.
              4 Issued as part consideration for a bridge loan of $100,000.
              5 Issued as part consideration for a bridge loan of 400,000.
              6 Closing price of the stock on date of issuance.

       (d)    Not Applicable.

Item 3.       Defaults Upon Senior Securities.
       (a)    Not Applicable.

       (b)    Not Applicable.

Item 4.       Submission of Matters to a Vote of Security Holders.
              No matters were submitted for a vote of Security Holders.

Item 5.       Other Information
              None.

Item 6.       Exhibits and Reports on Form 8-K.
(a)      Exhibits. None
(b)      Reports on Form 8-K.  Filed March 12, 2002.  The Company Board of Directors approved by
             Corporate Resolution dated March 11, 2002, the appointment of Paul Zolman as acting Chief
            Financial Officer effective this same date. The board had previously received notification from
            Mr. Doyle of his desire to purchase and operate a private business once a replacement was
            found.`

# SIGNATURES

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

TELEMETRIX INC., a Delaware corporation
May 20, 2002        
            
            
            
            
            
            
        By:
/s/Paul Zolman    
            
                
                
                
               
                
                
         
       Paul Zolman
                
                
                
                
               
                
                
         
       Signing for Registrant

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# INDEX TO
EXHIBITS FILED WITH THIS QUARTERLY REPORT

## Exhibit    
                
                
                
                
                
               
            
                
              
                
                
               
Exhibit Page

None

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