# 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 June 30, 2001

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 J. Doyle, Chief Financial Officer
1225 Sage Street
Gering, Nebraska 69341
(308) 436-4090(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 June 30, 2001,
Registrant had 16,625,978 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 .........................................................................................29`

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 June 30, 2001 is unaudited)

`June 30     December 31
                                                                                 2001          2000
                                                                                -------     -----------
                                       ASSETS
Current assets:
   Cash......................................................................$          0    $    145
   Accounts receivable, net of allowance for doubtful accounts ...............         24          33
   Note receivable-- related party ...........................................        193         188
   Due from related companies ................................................         33          38
   Prepaid expenses ..........................................................          6           5
                                                                                 --------    --------
      Total current assets ...................................................        256         409

Property & equipment .........................................................      1,754       1,667
Intangibles ..................................................................      5,896       6,778
                                                                                 --------    --------

         Total assets........................................................$      7,906    $  8,854
                                                                                 ========    ========

                        LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
   Line of credit............................................................$        200    $    200
   Accounts payable ..........................................................      2,378       2,087
   Accrued expenses ..........................................................        786         727
   Due to related companies ..................................................        226         226
   Current portion-- long term debt-- related parties ........................      1,783       1,311
   Current portion of long term debt .........................................      1,200       1,200
                                                                                 --------    --------

     Total current liabilities ...............................................      6,573       5,751

Long term debt-- related party ...............................................        237         253
Long term debt ...............................................................        841         841
                                                                                 --------    --------
     Total long-term liabilities .............................................      1,078       1,094
       Total liabilities .....................................................      7,651       6,845
                                                                                 --------    --------

Shareholders' equity:
   Common stock, $0.001 par value; 25 million shares authorized;
      16,626,000 and 16,305,000 shares issued and outstanding at June
        30, 2001 and December 31, 2000 respectively ..........................         17          16
Additional paid-in capital ...................................................     45,265      44,961
Debt issuance costs ..........................................................       (663)     (1,067)
Foreign currency translation .................................................        108         108
Accumulated deficit ..........................................................    (44,472)    (42,009)
                                                                                 --------    --------
       Total shareholders' equity ............................................        255       2,009
                                                                                 --------    --------

            Total liabilities and shareholders' equity.......................$      7,906    $  8,854
                                                                                 ========    ========`

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 and six month periods ended June 30, 2000 and 2001 is unaudited)

`Three Months Ended               Six Months Ended
                                                        June 30,                       June 30,
                                                    2001         2000             2001          2000
                                                    ----         ----             ----          ----
Revenue:
   Equipment sales & rental.............   $         56    $         68    $        113    $        142
   Service income ......................              0             112               0             219
                                           ------------    ------------    ------------    ------------

       Total revenue ...................             56             180             113             361
                                           ------------    ------------    ------------    ------------

Expenses:
   Cost of revenue .....................              8              59              20             122
   Research & development ..............             39           1,668             102           2,692
   Selling, general & administrative ...            825           1,392           1,588           2,732
                                           ------------    ------------    ------------    ------------
       Total operating expenses ........            872           3,119           1,710           5,546
                                           ------------    ------------    ------------    ------------

 Net loss from operations ..............           (816)         (2,939)         (1,597)         (5,185)
                                           ------------    ------------    ------------    ------------

Other Expense:
   Interest expense (income) ...........            421             186             877             325
   Other expense (income) ..............             (2)              0             (11)             (5)
                                           ------------    ------------    ------------    ------------
       Total other expense (income) ....            419             186             866             320
                                           ------------    ------------    ------------    ------------

Net (loss)..............................   $     (1,235)   $     (3,125)   $     (2,463)   $     (5,505)
                                           ============    ============    ============    ============


Weighted average shares outstanding
     during period .....................     16,346,523      14,192,147      16,356,523      13,755,064

Loss per
     share..............................   $      (0.08)   $      (0.22)   $      (0.15)   $      (0.40)
                                           ============    ============    ============    ============`

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 six month periods ended June 30, 2000 and 2001 is unaudited)

`Six Months
                                                                            Ended June 30,
                                                                            --------------
                                                                           2001        2000
                                                                           ----        ----
Cash flow from operating activities
   Net loss for the period..........................................$    (2,463)   $    (5,505)

Adjustments to reconcile net loss to cash used in operations
     Amortization & depreciation....................................        910          1,004
     Accretion of interest on debt issue costs......................        709              0
     Changes in assets and liabilities
       In accounts receivable.......................................          9            (34)
       In other assets..............................................         (1)             1
       In accounts payable..........................................        291          1,161
       In accrued liabilities.......................................         59             62
                                                                     ----------     ----------
         Total adjustments..........................................      1,977          2,194
              Net cash used in operating activities.................       (486)        (3,311)
                                                                     ----------     ----------

Cash flow from investing activities
   Increase in capital assets.......................................       (115)          (132)
                                                                     -----------    ----------
            Net cash used in investing activities...................      (115)           (132)
                                                                     ----------     ----------

Cash flow from financing activities
   Payments on line-of-credit.......................................          0              5
   Proceeds (payments) from long-term debt..........................          0              1
   Proceeds (payments) from long-term debt - related party..........        456            920
   Advances on notes receivable.....................................         (5)          (21)
   Proceeds from issuance of share capital..........................          0          2,623
   Advances to related parties......................................          0          (155)
   Advances from related companies..................................          5            130
   Change in deferred rent liability................................          0            (4)
                                                                     ----------     ----------
            Net cash from financing activities......................        456          3,499
                                                                     ----------     ----------

Effect of foreign currency translation on cash......................          0            (16)
                                                                     ----------     -----------

Net increase (decrease) in cash & cash equivalents..................      (145)             40
                                                                     ----------     ----------
Cash, beginning of period...........................................        145             16
                                                                     ----------     ----------
Cash, end of period.................................................$         0    $        56
                                                                     ==========     ==========`

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 and six month periods ended
June 30, 2000 and 2001, is unaudited)

## 1. Description
of Business

Telemetrix
Inc. (the Company) was formed through a series of corporate
combinations. On January 2, 1999, Telemetrix Resource Group Inc., a Colorado
Corporation (TRG, Inc.) acquired Telemetrix Resource Group Limited
(TRG Ltd.), a Nova Scotia corporation from Hartford Holdings Ltd., TRG
Ltd.s sole shareholder, pursuant to a share exchange and plan of
reorganization. On March 22, 1999, Arnox Corporation (an inactive public
corporation), TRG Inc. and Tracy Corporation II d/b/a Western Total
Communication (WTC) executed a Plan of Reorganization, which
contemplated a share exchange and reorganization transaction (the
Combination). On April 5, 1999, the first phase of the combination
occurred, whereby Arnox acquired 100% of the issued and outstanding common
shares of TRG Inc. in exchange for 6,127,200 shares of Arnoxs common
stock. Arnoxs historical financial statements become those of TRG Ltd., as
TRG Ltd.s operations were the ongoing operations of the combined
companies. All of the transactions comprising the Combination, with the
exception of WTC, have been accounted for as reverse acquisitions and no
goodwill has been recorded. On September 22, 1999, the final phase of the
combination closed, whereby, the Company acquired 100% of the issued and
outstanding common shares of WTC in exchange for 5,372,800 shares of
Arnoxs common stock. Through these combinations, the stockholders of WTC
and TRG, Inc. acquired a total of 11,500,000 shares of Arnox common stock
(approximately 90%) and therefore acquired control of Arnox. After the
Combination, the companies changed their names to reflect their complementary
businesses:

| |  | Arnox became Telemetrix Inc. (Telemetrix);
| | - | --------------------------------------------

| |  | TRG-Ltd. became Telemetrix Solutions Inc. (TSI)
| | - | -----------------------------------------------

| |  | WTC became Telemetrix Technologies Inc.
| | - | ---------------------------------------

The
Company offers telemetry systems using existing PCS infrastructure. Additionally
it offers  wireless  paging  services to western  Nebraska,  eastern Wyoming and
northeastern Colorado.

Telemetry
involves the use of remote devices for data collection and analysis. For
example, a telemetry device in a vending machine can transmit the amount of cash
receipts and a nightly inventory to the owners monitoring computer. The
owner can then decide whether to refill the machine, order more products and add
that vending machine to the delivery trucks itinerary. Telemetry thus
requires measurement and transceiver devices, transmission services, central
control devices and management software. An example of businesses requiring
telemetry applications includes electric utilities, alarm companies and vending
machine operations.

## 2. Basis of
Presentation of Interim Information

The
consolidated  unaudited financial statements for June 30, 2001, and 2000 include
the  accounts of  Telemetrix  Inc.  (the parent  company)  and its wholly  owned
subsidiaries, Telemetrix Solutions and Telemetrix Technologies.

---

The
results for six months ended June 30, 2001, 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 2000 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 June 30, 2001, and the results from
operations for the three months and six months ended June 30, 2001, and the cash
flows for the six months ended June 30, 2001.

## 3. Related
Party Transactions

The
Company in previous  periods  has been  involved in  transactions  with related
parties. During 2000, the Software Factory ceased operations.  Also during 2000,
WEB CCB,  Mondetta,  and the  Becker  Group  of  Companies  stopped  operations.
Allowances  have been made for the amounts due from these companies in excess of
amounts due to the respective companies.

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

Due from related
parties

`Tracy Broadcasting Company                             $   3,000
Mondetta Telecommunications Inc. (Mondetta)               19,000
Web CCB Systems Inc. (WEB CCB)                            27,000
Software Factory Inc.                                    203,000
                                                       ---------
Total due from related parties                           252,000
Less allowance                                          (219,000)
                                                       ---------

                                                       $  33,000
                                                       =========`

Due to related
parties

`Becker Group of Companies (BGC)                        $  41,000
Software Factory Inc.                                    185,000
                                                       ---------

                                                       $ 226,000
                                                       =========`

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 June  30,  2001  was  $188,000  net of a  $175,000
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 a major shareholder,  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 June 30, 2001, 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 five employment contracts, which
require total annual salary payments of approximately $647,000. These contracts
expire at various dates through 2004 with options to extend.

## 5.  Bridge Loan

The
Company obtained a bridge loan for up to $350,000 in the current period and drew
down $235,000 on the loan. The loan offered $1 worth of stock for each dollar
loaned resulting in the issuance of 279,000 shares. The Company recorded debt
issue 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 DataTM (e-Telemetry
DataTM and e-Telemetry Data SystemTM are
Registered Trademarks of Telemetrix Inc.) solutions for businesses and
telecommunications carriers, particularly through 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 (SMS) of
digital communications networks (PCS systems). In January and November of 2000
Telemetrix received patents relating to this technology. With T3000, telemetry
users can:

| |  | acquire data from remote devices;
| | - | ---------------------------------

| |  | control, poll and activate the remote devices;
| | - | ----------------------------------------------

| |  | manage their entire wireless telemetry system; and
| | - | --------------------------------------------------

| |  | access the telemetry data via the Internet or a wireless device.
| | - | ----------------------------------------------------------------

Telemetry
involves data collection and analysis using remote devices such as measurement
and transceiver devices, transmission services, central control devices and
management software. Telemetrixs e-Telemetry Data
SystemTM permits businesses to monitor activity at an unlimited
number of remote and dispersed locations, detect situations requiring
intervention and promptly respond to such situations. Telemetrix e-Telemetry
Data SystemTM enables an electric utility to be able to read
meters, monitor usage, anticipate excessive demand and conduct load-shedding and
load management to avoid brown-outs and blackouts. Examples of businesses that
currently use telemetry (Telemetry Users) include electric
utilities, alarm companies and vending machine operators. With continued
advances in technology and reductions in implementation costs the potential
applications expand to heating and air conditioning monitoring and control,
asset management and tracking, public & municipal services, health status
monitoring devices and a multitude of other solutions. By offering the
Companys patented wireless telemetry technology in their service area, PCS
carriers can create a new and potentially significant market for their wireless
transmission services.

The
Company believes that the T3000 system offers a reliable, flexible and
inexpensive solution for monitoring events, collecting & distributing data, and
controlling systems. The Company holds two PCS licenses (30 MHz and 10 MHz) for
Business Trading Area 411, as defined by the Federal Communications Commission
(FCC), and has constructed an operating GSM system using the 30 MHz
license. Telemetrix is certified as competitive local exchange carrier
(CLEC) in the State of Nebraska. The Company is a member of the
North American GSM Alliance, an organization made up of all of the GSM operators
in the United States that coordinates the roaming on the GSM
networks of the other members of the Alliance. This means that Telemetrix can
provide its telemetry services in any geographic area served by PCS carriers
employing the GSM signaling technology without the need to acquire additional
radio licenses from the FCC and construct infrastructure. The Company intends to
partition its 30 MHz PCS licenses in BTA 411 and to construct TDMA and CDMA,
using the C and F licenses, which will then allow the Company access to all PCS
networks, regardless of the signaling technology they employ.

---

The
Company believes that T3000s features distinguish it from other telemetry
systems and telecommunications services. The T3000 utilizes existing PCS
standard digital technology infrastructure including Global System for Mobile
Communications, (GSM) in its initial design, and with future
designs, Time Division Multiple Access (TDMA) & Code Division
Multiple Access (CDMA). Customers can rapidly deploy telemetry
services and also avoid the prohibitive costs of installing and maintaining
expensive telecommunications infrastructure. The optic meter reading interfaces
and simplified input interfaces permit Telemetry Users to retain legacy-metering
equipment in their telemetry systems and avoid expensive removal and replacement
of existing metering equipment. The T3000 is very easy to implement and
interface with existing telemetry data solutions during transition from existing
systems to the T3000.

The
T3000 uses the SMS capability of existing PCS networks: this wireless
transmission technology eliminates any need for on-premises wiring, offers
widespread coverage and permits easy mobility. T3000 SMS transmissions will not
overload the local PCS network because they do not use the networks voice
or data channels. Since SMS is available from the local PCS operators, T3000
users need not obtain FCC licenses. Furthermore, the Companys patents
prevent potential competitors from using the Companys proprietary
technology, which covers automatically collecting and transmitting telemetry
data over the Control Channel of the digital wireless networks via SMS, giving
the T3000, a competitive advantage.

In
conjunction with the T3000, the Company intends to offer support services to
telemetry users and to provide customer service capabilities and enabling
technologies for telecommunications networks. These services include telemetry
network management, billing support and system design consulting. The Company
will offer individual components or package solutions to its customers, and
enable them to add value, bundle services and expand their businesses.

The
complete T3000 e-Telemetry Data SystemTM includes:

1)
T3100 CommCenter, the local gateway for controlling, polling and activating
remote devices;

2)
T3500 and T3600 Optical Meter Readers for data acquisition;

3)
T-NOC (Network Operations Center) software and system for monitoring and
controlling the remote devices;

4)
T-Server Software (Client-NOC) for access to telemetry data.

---

The
T3100 CommCenter is an intelligent  device.  The CommCenter has 40 access ports:
20  intelligent  data ports and 20 data registers  (bi-directional  input/output
ports).  The intelligent ports can collect,  store and forward data from various
sources such as utility meters, while the data registers can detect and transmit
a signal  when  devices,  such as fire  alarms,  burglar  alarms or  temperature
monitors,  have been set off. The CommCenter also can remotely control (turn-on,
turn-off, adjust) on-premises devices.

The
T3500 and T3600 Optical Meter Readers can accurately read utility meters through
the glass or plastic meter cover. Unlike other meter reading  technologies,  the
Telemetrix  Optical  Meter  Reader  simply  adheres to the cover of the existing
meter.  The Optical Meter Readers can provide the same low cost  monitoring  for
anything measured or monitored by a mechanical or electro-mechanical display.

The
T-NOC system and software manages and controls the entire T3000 System. All
CommCenters interface with the T-NOC, which thereby can collect all data
transmitted from the various locations and e-Telemetry DataTM
sources.

The
T-Server  or  Client-NOC  software  gives  T3000  customers  access to the T3000
system.  The software  operates on an Internet based interface to the T-NOC, and
from there, to the CommCenters and Readers.  The customer thus, at any time, has
access to telemetry data and real-time control via the Internet.

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 DataTM 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 DataTMTM 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:

| |  | installing a measurement device at a remote location;
| | - | -----------------------------------------------------

| |  | controlling the device from a central station;
| | - | ----------------------------------------------

| |  | obtaining data with the device;
| | - | -------------------------------

| |  | transmitting the data to the central station;
| | - | ---------------------------------------------

| |  | collecting and analyzing the data; and
| | - | --------------------------------------

| |  | 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.

---

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               messages sent to         into a house and
                                   Security Alarms           alarm monitoring         cuts the phone and
                                o  Smoke Detectors           center                   power wires
                                o  Fire Alarms            o  Security against      o  Alarm company is
                                                             compromise of            still notified of the
                                                             wireline                 break in and
                                                             connections              dispatches for police
________________________________________________________________________________________________________________
         Agricultural           o  Pipeline Corrosion     o  Monitor               o  A city registers
       Irrigation, and             Systems                   environmental            unusually high air
        Environmental           o  Water Pump                condition                pollutions readings
                                   Failures, Levels       o  Alarm systems for     o  A public service
                                   And                       hazardous                announcement is sent
                                   Contamination Air         environmental            out warning those
                                   Quality Systems           conditions               with medical
                                                                                      conditions to stays
                                                                                      indoors
________________________________________________________________________________________________________________
     Asset Management,          o  Office Equipment       o  Monitor meter         o  A delivery truck
       and Tracking             o  Industrial                Information              follows a specific
                                   Machinery and          o  Service diagnosis        route to fill Coke
                                   Manufacturing             and maintenance          vending machine
                                   Processes                 Inventory             o  Truck can be
                                o  Vending                   management               re-routed if the
                                   Machines                  Fleet / route            vending machine is
                                                             management               still full from last
                                                                                      delivery
________________________________________________________________________________________________________________`

---

`________________________________________________________________________________________________________________
      Atmosphere                o  Heating,               o  Air quality           o  A commercial
       Controls                    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                status alarms            blood test everyday
                                   Devices                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                o  Parking Meters         o  Parking meter         o  A city is losing
    Municipal Services          o  Highway Tolls             servicing                money everyday
                                o  Streetlights           o  Service route            because parking
                                o  Railroad Crossing         management               meters are full
                                   Switches               o  Preventive               or robbed
                                                             security for          o  Meter attendants
                                                             hazardous public         are rerouted to full
                                                             situations               meters, and police
                                                                                      are dispatched to
                                                                                      tampered meters
________________________________________________________________________________________________________________
     Transportation             o  Vehicle Location       o  Inventory             o  A truck is making
      Systems and               o  Vehicle Engine            management               an urgent delivery
       Facilities                  Computers              o  Emergency                but there is a major
                                o  Container asset           communications           accident that will
                                   tracking               o  Remote                   delay the arrival
                                                                                   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  Remote meter             up-to-the-minute
                                                             control                  readings
________________________________________________________________________________________________________________`

---

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     Currently SMS                 IP Capable, Cost of network     Small but growing
(GSM, TDMA,              technology; packet data       is shared, Migrateable GSM/     footprint/Service
CDMA)                    technology  will be overlaid  TDMA transceiver technology     still in deployment/
(TELEMETRIX              on digital cellular/PCS                                       Focus on wireless voice
TECHNOLOGIES)            networks in long term
__________________________________________________________________________________________________________________
Proprietary Wireless     Networks originally built     Understanding of telemetry      Proprietary networks and
Networks                 for utility meter reading     business, AMR expertise         systems, Limited
                                                       Partnerships with major         coverage, Limited
                                                       utilities companies,            message size
(CELLNET,                                              Alliances with system
ITRON)                                                 integrators
__________________________________________________________________________________________________________________
Dedicated packet Data    Digital Packet data radio     Coverage, Good in-building      Strong urban, weak rural
Networks (DPD)           services designed for mobile  Penetration, Alliances with     coverage, Limited
                         data and interactive paging   system integrators, low         deployment of
                         functions                     latency                         technologies by service
(ARDIS, BSWD)                                                                          providers
__________________________________________________________________________________________________________________
Cellular Digital Packet  Digital packet technology     Well-suited for short burst     Coverage dependent on
Data (CDPD)              is an overlay on analog       transmissions, IP capable       cellular carriers
                         cellular technology                                           agreements, Strong urban
(AT&T Wireless,                                                                        weak rural coverage
GTE Wireless, Bell
Atlantic Mobil,
Ameritech)
__________________________________________________________________________________________________________________`

---

`__________________________________________________________________________________________________________________
Mobile Satellite         Services using Ku band and    Excellent coverage              Poor in-building
Services (MSS)           low earth orbit satellite                                     penetration, expensive,
(QUALCOMM,               systems to provide wide                                       low data rate, limited
Orbcomm and other        area blanket coverage                                         message size, networks
LEO Systems)                                                                           still in deployment
__________________________________________________________________________________________________________________
Cellular Control Channel Uses overhead control         Low latency, low cost, IP       Coverage dependent on
Channel Technologies     channels of analog            capable, cost of network is     cellular carriers
(CCT)                    cellular network, and the     shared                          agreements, limited
(Cellemetry, Aeris       SS7 network via IS-41                                         message size
Microburst)
__________________________________________________________________________________________________________________
Narrowband PCS           Two-way messaging networks    Medium message size,            Networks still in
(NPCS)                   based on ReFLEX technology    Spectral efficient low cost,    deployment, high
                                                       excellent in-building           comparative latency
(Skytel, Pagenet,                                      penetration, coverage           (low data rate)
Pagemart>)
__________________________________________________________________________________________________________________`

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 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 third 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 fourth quarter 2001 and product delivery
late fourth quarter 2001.

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 SystemTM 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 13 full-time employees on June 30, 2001. 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; and
in January 2001, we signed an agreement with Holland Board of Public Works of
Holland, MI.

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.

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. Additionally, we have engaged
H.C. Wainwright & Co., Inc. as our investment bank and financial advisor.
H.C. Wainwright & Co., Inc. is a leading, well-respected East Coast
investment-banking firm, which specializes in high tech companies. Their role
will be to support our Companys aggressive growth strategies, including
raising additional capital as needed.

The
focus of the first and second quarter of 2001 was 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 fourth quarter of 2001.

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 mid
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            Billing;  Customer  Care;  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
$19,000 in monthly revenue. Prior to 1998, monthly revenue was higher, but WTC
concentrated on developing the T3000, which sharply curtailed marketing of the
paging operations, which in turn resulted in lower revenues. 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 and has not been commercially
available. We will commence commercial PCS operations mid-year 2002.

## Operating
Expenses

As
we develop our products and services and ready them for market, the operating
expenses principally consist of research and development, pre-production
expenses, and general and administrative costs. Upon launch of our products and
services, sales and marketing and manufacturing expenses will substantially
increase, while research and development, and pre-production costs decrease.
After sales of products and services reach regular levels, the
principal operating expenses will be sales and marketing, manufacturing, and
general and administrative. Costs for research and development will still be
required for new cutting edge wireless technology. Since we are
still in the initial stages of our business plan, operating expenses will
continue to increase during the next year as we complete commercialization and
begin manufacturing our product and expand our operations to meet the customer
service and marketing demands.

---

## DEVELOPMENT
AND COMMERCIALIZATION

Our
development and commercialization activities will principally focus on
completing T3000 for release in late fourth quarter 2001. We expect development
and commercialization will always constitute a significant operating expense
because we must continually enhance and upgrade our products and services. For
example, we must enhance T3000 to integrate other wireless technologies such as
TDMA and CDMA.

## 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).

## PRE-PRODUCTION

Pre-production
costs include certification by the FCC, Underwriters Laboratory, Canadian
Standards Association (CSA) and GSM standards organizations, to
prove that our T3000 device complies with electronic emissions, safety and
system interoperability standards. A principal pre-production expense are the
costs incurred to develop manufacturing processes and custom test equipment, as
well as the cost of customized manufacturing test equipment for radio
components. Pre-production costs will end when the system is commercially
available in late 2001.

## SALES AND
MARKETING

Sales
and 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 missionary marketing 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 initially building to inventory rather than building to actual
orders, which should satisfy our shipping commitments while stabilizing the
demand on our manufacturer. As our sales volume grows, we will shift to building
to orders and will maintain minimal inventory levels.

## GENERAL AND
ADMINISTRATIVE

General
and 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 six
months ended June 30, 2001 compared to quarter and six months ended June 30,
2000

The
following discussion contains comparisons between the quarter (Recent
Quarter)and six months ended June 30, 2001 (Recent Period) and
the quarter (Prior Quarter) and six month (Prior Period)
ended June 30, 2000. The financial statements for both periods include TRG, TSI
and Telemetrix Technologies for the full period. 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 $56,000 for the Recent Quarter and $113,000 during the Recent Period,
compared to $180,000 during the Prior Quarter and $361,000 for the Prior Period.
During the Recent Quarter, we received $56,000 from equipment sales and rentals.
The decrease in revenues from the Prior Period is due to the sale of the billing
service bureau operations and its related revenues during 2000. We expect
revenue to increase substantially over the next 12 to 18 months as we launch the
T3000 system.

Operating
expenses were $872,000 during the Recent Quarter and $1.710 million for
the Recent Period. These expenses are primarily due to the amortization of
goodwill resulting from the acquisition of WTC, and the software development
costs for the T3000 technology and other operating costs. Operating expenses for
the Prior Quarter were $3.119 million and $5.546 million for the Prior Period.
The decreases in operating expenses from the Prior Period were due to a
reduction in research and development of the T3000 technology and the sale of
the billing service operation and its related expenses.

Costs
of Revenue was approximately $8,000 for the Recent Quarter and $20,000 for
the Recent Period. These expenses primarily consist of the costs of the
equipment sold, commissions to sales employees, agent fees and repair
parts for the WTC paging operations.

Research
& Development expenses were approximately $39,000 for the Recent Quarter
and $102,000 for the Recent Period. The primary component of this 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 $825,000 for the Recent Quarter and
$1.588 million for the Recent Period. The primary component of the SG&A
expense is depreciation and amortization; $919,000 for the Recent Period.
Amortization includes the amortization of goodwill from the acquisition of WTC
and amortization of patents and FCC licenses. SG&A expenses also include
marketing costs for the T3000 and salaries and administrative costs of
Telemetrix Solutions and Technologies.

---

Interest
expense was $421,000 for the Recent Quarter and $877,000 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 $325,000, also
interest on loans from related parties.

Net
loss. We reported a net loss of $1.235 million for the Recent Quarter
and $2.463 million for the Recent Period. The principal components of this net
loss for the Recent Period were amortization and depreciation of $919,000,
interest expense of $877,000, research and development of $102,000 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 $44.472 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 $486,000 in cash
for operations, primarily for salaries, marketing expenses and other operating
expenses. $115,000 of cash was used for investing activities primarily in
capitalized product costs. During the Recent Period we generated cash flow from
financing activities of $456,000 that primarily came in the form of notes
payable with related parties. We must obtain additional financing in order to
fund our operations and would require even more financing if we fail to operate
within the planned operational budget or fail to obtain revenue from operations.
No assurance can be given that additional financing will be available or that
such funds would be available on acceptable terms or in the amounts or time
periods we require. We are in the process of seeking additional financing to
fund our operations. We expect to conclude our additional financing by the end
of third quarter 2001.

FUNDING
REQUIREMENTS. In order to pay operating expenses and achieve self-sustaining
operations, we expect to require substantial funding during the next year. 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 slightly 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

There
are no material pending legal proceedings against Registrant.

## 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 June 30, 2001, in
unregistered offerings:

`Deemed Per
      Date     Title of Security    Amount   Class of Purchaser       Exemption   Share Price  Proceeds
      ----     -----------------    ------   ------------------       ---------   -----------  --------
      6/30/01   Common Stock(1)     279,455  Accredited Investors     Rule 506       $0.84(2)      (3)
      -----------------------
      (1) Issued as part consideration for a bridge loan of $235,000.
      (2) The average of the closing price of the stock on the loan draw down dates.
      (3) Issued as part consideration for a bridge loan, so no cash consideration was received
          specifically for this stock.`

(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.
        
        (10) Material Contracts.
        
        
        (10.1) Employment contract for Michael J. Tracy

(b)
Reports on Form 8-K. None

---

# 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
August 10, 2001          
            
            
            
            
            
            
        By:
/s/James Doyle    
            
                
                
                
               
                
                
         
       James Doyle
                
                
                
                
               
                
                
         
       Signing for Registrant and as Chief Financial Officer

---

# INDEX TO
EXHIBITS FILED WITH THIS QUARTERLY REPORT

## Exhibit    
                
                
                
                
                
               
            
                
              
                
                
               
Exhibit Page

(10) Material Contracts
           (10.1)
Employment contract for Michael J. Tracy           
           
           
           
           
           
           
           
           
           
           2

---