# 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 September 30, 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 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 September 30, 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.......10`

# PART
II - OTHER INFORMATION

`Item 1.    Legal Proceedings........................................................................15
Item 2.    Changes in Securities and Use of Proceeds................................................15
Item 3.    Defaults Upon Senior Securities..........................................................15
Item 4.    Submission of Matters to a Vote of Security Holders......................................15
Item 5.    Other Information........................................................................15
Item 6.    Exhibits and Reports on Form 8-K.........................................................15
SIGNATURES .........................................................................................16
CERTIFICATIONS .....................................................................................17`

NOTE CONCERNING
FORWARD-LOOKING INFORMATION.This Quarterly Report on
SEC Form 10-Q contains statements that anticipate the future and
therefore are forward-looking statements under the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements include statements about the future of our industry, statements about
our business plans and statements about our strategies; i.e., any
statement s other than statements of historical facts. Forward-looking words
such as may, will, expect,
anticipate, believe, estimate, and
continue or similar words indicate such statements. Investors should
read statements with these terms carefully because they: (1) discuss the
Companys future expectations; (2) contain projections of the
Companys future results of operations or of its financial condition; or
(3) contain 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;
| | - | -------------------------

| |  | business performance of contracted content providers;
| | - | -----------------------------------------------------

| |  | 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
(As of September 30, 2002 this
financial data has not been audited or reviewed by the corporations
independent accountants)

`September 30   December 31
                                                                        2002         2001
                                                                   ----------     -----------
                                     ASSETS
Current assets:
   Cash ..........................................................   $     (2)   $     13
   Accounts receivable, net of allowance for doubtful accounts ...         22          26
   Note receivable-- related party ...............................        189         188
   Due from related companies ....................................          1          38
   Prepaid expenses ..............................................          9           0
                                                                     --------    --------
      Total current assets .......................................        219         265

Construction in Progress .........................................      1,115       1,117
Property & equipment .............................................        452         458
Goodwill .........................................................      4,529       4,529
Other Intangibles ................................................        413         485
                                                                     --------    --------

         Total assets ............................................   $  6,728    $  6,854
                                                                     ========    ========
                      LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
   Accounts payable ..............................................      2,073       1,952
   Accrued expenses ..............................................      3,114       2,327
   Due to related companies ......................................        237         226
   Current portion-- long term debt-- related parties ............      3,826       2,966
   Current portion of long term debt .............................      1,200       1,200
                                                                     --------    --------

     Total current liabilities ...................................     10,450       8,671

Long term debt--related party ....................................          0           0
Long term debt ...................................................        827         829
                                                                     --------    --------
     Total long-term liabilities .................................        827         829
Total liabilities ................................................     11,277       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 .......................................     46,930      46,808
Stock warrants ...................................................          0           0
Foreign currency translation .....................................        199         192
Accumulated deficit ..............................................    (51,572)    (49,494)
Prepaid Consulting Services ......................................       (125)       (171)
       Total shareholders' deficit ...............................     (4,549)     (2,646)
                                                                     --------    --------

            Total liabilities and shareholder's deficit ..........   $  6,728    $  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
(As of September 30, 2002 this
financial data has not been audited or reviewed by the corporations
independent accountants)

`Three Months Ended            Nine Months Ended
                                                 September 30,                 September 30,
                                              2002           2001            2002           2001
                                              ----           ----            ----           ----
Revenue:
   Equipment sales & rental ........   $         38    $         56    $        131    $        169
    Data & Content income ..........              2               0               0               0
                                       ------------    ------------    ------------    ------------

       Total revenue ...............             40              56             131             169
                                       ------------    ------------    ------------    ------------

Expenses:
   Cost of revenue .................             40               9             156              30
   Research & development ..........             24               0              58              77
   Selling, general & administrative            288           1,410           1,178           3,021
                                       ------------    ------------    ------------    ------------
       Total operating expenses ....            352           1,419           1,392           3,128
                                       ------------    ------------    ------------    ------------

 Net loss from operations ..........           (312)         (1,363)         (1,261)         (2,959)
                                       ------------    ------------    ------------    ------------

Other Expense:
   Interest expense (income) .......            102             642             881           1,519
   Other expense (income) ..........            (57)            (84)            (63)            (96)
                                       ------------    ------------    ------------    ------------
       Total other expense (income)              45             558             818           1,423
                                       ------------    ------------    ------------    ------------

Net (loss) .........................   $       (357)   $     (1,921)   $     (2,079)   $     (4,382)
                                       ============    ============    ============    ============

Weighted average shares
   outstanding during period .......     18,486,176      17,797,500      18,486,176      16,834,539

Loss per share .....................   $      (0.02)   $      (0.11)   $      (0.11)   $      (0.26)
                                       ============    ============    ============    ============`

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
(As of September 30, 2002 this
financial data has not been audited or reviewed by the corporations
independent accountants)

`Ended September 30,
                                                                 -------------------
                                                                   2002       2001
                                                                   ----       ----
Cash flow from operating activities
   Net loss for the period .................................   $(2,079)   $(4,382)

Adjustments to reconcile net loss to cash used in operations
     Stock issued in-lieu of wages .........................       216        594
     Amortization & depreciation ...........................       158      1,369
     Accretion of interest on debt issue costs .............       881      1,295
     Accrued interest on notes payable .....................         0          0
     Changes in assets and liabilities
       In accounts receivable ..............................        (4)        11
       In other assets .....................................       (72)        (1)
       In accounts payable .................................       110        125
       In accrued liabilities ..............................        13         83
                                                               -------    -------
         Total adjustments .................................     1,302      3,476
              Net cash used in operating activities ........      (777)      (906)
                                                               -------    -------

Cash flow from investing activities
   Increase in capital assets ..............................        48         29
                                                               -------    -------
            Net cash from (used) in investing activities ...        48         29
                                                               -------    -------

Cash flow from financing activities
   Payments on notes receivable - related party ............        22         (5)
   Proceeds (payments) from long-term debt .................         0         (6)
   Advances on notes receivable - related party ............        10          6
   Proceeds from issuance of share capital .................         0          0
   Proceeds from related companies .........................         0          0
   Proceeds from notes payable - related party .............       675        736
   Change in deferred rent liability .......................         0          0
                                                               -------    -------
            Net cash from financing activities .............       707        731
                                                               -------    -------
Effect of foreign currency translation on cash .............         7          1
                                                               -------    -------

Net increase (decrease) in cash & cash equivalents .........       (15)      (145)
                                                               -------    -------
Cash, beginning of period ..................................        13        145
                                                               -------    -------
Cash, end of period ........................................   $    (2)   $     0
                                                               =======    =======`

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
(As of September 30, 2002 this
financial data has not been audited or reviewed by the corporations
independent accountants)

## 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 T3100 TELEMETRY DATA SYSTEM.

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.

Telemetrix
Inc. through its subsidiary, Telemetrix Technologies has developed and patented
a universal solution for wireless telemetry. The system is sold as a complete
end-to-end solution for telemetry data customers. The system is sold direct to
end users by Telemetrix Technologies and through Value Added Resellers
(VARs). Telemetry has been significantly advanced by Telemetrix
development of the T3100 e-Telemetry DataSystemTM 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 T3100 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 T3100
components.

Telemetrix
also contracts with Content Providers and Short Messaging Aggregators for
wholesale Short Message Service access to the domestic GSM network via
Telemetrix PCS network. Telemetrix has negotiated and signed agreements and the
first revenue was realized during this 3rd Quarter 2002.

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 consist of
operating the paging system; providing network access and support to Content
Providers and Short Messaging Aggregators; and doing T3100 development, product
design, manufacturing, development of telecommunications services and carrier
support services.

---

# T3100
e-Telemetry Data SystemTM

Telemetrix
Technologies developed the T3100 e-Telemetry Data SystemTM
wireless telemetry hardware and software, and has tested the Beta-design
of the T3101 CommCenter equipped with T3136 Interface Boards communicating with
the Telemetrix T3176 Interfaces to SCHLUMBERGER SEMA CENTRON electric meters.
This test was completed at a major Iowa utility from April through July 2002. A
similar configuration was successfully deployed at Bonneville Power
Demonstration project in Portland, Oregon and remains operational.

The
Telemetrix Model T3101 CommCenter is a proprietary hardware and software
communications gateway. The T3100 system and components have been developed and
tested on the Telemetrix GSM PCS network.

Our
wireless network also serves as a showcase for new products and services, where
potential carrier customers can watch the T3100 system and CommCenter in
operation. Our company website www.tlxt.net is constantly updated and
documentation on all of the T3100 hardware components can be downloaded for
review from that site.

The
primary beta testing focus of the Company was the deployment of the
Beta-T3100 Modular System hardware design at a major Iowa electric
utility. This deployment affirmed the design, the functionality of the hardware,
firmware and the Network Operation Center (NOC) Software. Other
demonstration projects and Test & Evaluation orders have been received and a
second demonstration project is deployed in Portland, Oregon.

Additional
T&E agreements have been negotiated, including two Nebraska cities for water
and electric meter reading. An order from a Florida water well monitoring
engineering company has been placed and many other projects and orders are being
negotiated as well.

The
Telemetrix e-Telemetry Data SystemTM supports telemetry
users, including telemetry network management, billing support, system design,
consulting and service bureau capabilities.

The
T3100 system:

| |  | Acquires data from remote devices.
| | - | ----------------------------------

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

| |  | Manages the entire wireless telemetry system.
| | - | ---------------------------------------------

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

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

---

The
Company implemented Products for the electric utility market with development
licenses from Schlumberger Sema for their CENTRON and SENTINEL Electric meters.
Similar programs are underway with gas meter and water meter companies for
remote Automatic Meter Reading.

SHORT MESSAGE
SERVICE. The T3100 uses the Short Message Service capability of existing PCS
networks. SHORT MESSAGE SERVICE is available from licensed GSM PCS operators;
therefore, T3100 System users need not obtain Federal Communications 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. These technology
patents give the T3100 system a competitive advantage.

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. GSM is the leading digital
wireless technology worldwide, with systems in over 170 countries serving over
600 million subscribers. Major carriers like AT&T, Cingular and TelCel
Mexico announced their plans to change from TDMA to GSM technology. The T3100
e-Telemetry Data SystemTMis currently
available for use on GSM networks.

## 2. Basis of
Presentation of Interim Information

The consolidated unaudited
financial statements for September 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 September 30, 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 September 30, 2002, and the results from
operations for the three months ended September 30, 2002, and the cash flows for
the nine months ended September 30, 2002.

## 4. Acquired
Intangible Assets

`Acquired Intangible assets

INTANGIBLE ASSETS AS OF 9/30/02        Gross                                   Weighted
                                       Carrying   Accumulated      Yearly      Average
                                       Amount     Amortization   Amortization  Life Yrs
----------------------------------------------------------------------------------------
Patents                                55,972       (17,892)         3,731       10.71
----------------------------------------------------------------------------------------
FCC Licenses                          923,856      (549,076)        92,286        4.55
----------------------------------------------------------------------------------------

     Total                            979,828      (566,968)        96,017        4.79
----------------------------------------------------------------------------------------
Aggregate Amortization Expense:
----------------------------------------------------------------------------------------
 For period ended 9/30/02                            24,000
----------------------------------------------------------------------------------------`

---

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

`Due from related parties
      ------------------------

      Tracy Broadcasting Company                       $    13,000
      Software Factory Inc.                            $   176,000
                                                        ----------
      Total due from related parties                   $   189,000

      Due to related parties
      ----------------------

      Becker Group of Companies (BGC) Investments      $    41,000
      Becker Group                                     $   196,000
                                                        ----------
      Total Due to Related Parties                     $   237,000

      Related party loans
      -------------------

      Michael Tracy                                    $ 2,180,000
      Michael Glaser                                   $   664,000
      Hartford Holdings                                $   164,000
      Becker Capital Management                        $   528,000
      Tracy Broadcasting Company                       $    40,000
                                                        ----------
      Total Due to Related Parties                     $ 3,576,000`

The
Company has a note receivable from the Software Factory, which matured May 1999.
The outstanding balance at September 30, 2002 was $196,000. 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. Principal and interest are due on demand. The proceeds
of prior period related party notes were used to fund operations.

## 7.
Commitments & Contingencies

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 Technologies 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 employment contracts with two
executives, which require total annual salary payments, associated benefits and
termination provisions.

Maintenance
Agreements.The Company has maintenance and telephony service
agreements with hardware and serviced vendors for the equipment and operation of
the GSM Network Operation Center. These amount to $14,000 per month.

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

The
following discussion should be read in conjunction with the un-audited
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.

The
Companys T3100 wireless telemetry system automatically collects and
transmits telemetry data using the Short Message Service of digital
communications networks (PCS systems). Telemetrix was granted patents covering
this proprietary technology in January and November 2000. In April 2002,
Telemetrix received another Granted Patent # 6,369,719.

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.

The
Company has focused on the research and development of the T3000 System, a first
generation system. The Second Generation T3100 e-Telemetry Data
SystemTM was deployed in Beta-deployments in the second
and third quarter of 2002. The software development required for the T3100 was
completed in the first quarter of 2002. The next scheduled trade show is in
October (Remote-Denver).

A
GSM/GPRS GSM module capable of utilizing all 4 GSM frequencies
(800/1800/900/1900) is being incorporated into the T3100 CommModule at this
time. We expect this to shorten the development cycle for Products and satisfy
export customer orders and opportunities. This will allow for a broader
geographical distribution of our system.

---

Currently,
the Company is seeking additional financing. It is estimated that no more than
an additional $4 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 access
additional sources on income revenues through the Content Provider and message
aggregators that contract with the company for network access for the delivery
of Short Messages. During this period of time, sales and distribution of the
T3000 product will occur through existing contracts and the acquisition of new
customers. 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-2003, the company expects to attain positive cash flow from
operations.

## Other Developments

On
April 9, 2002, United States Patent #6,369,719 was issued to Telemetrix. The
patent covers claims which relate to the use of the Telemetrix T3100
e-Telemetry Data SystemTMfor remotely monitoring and
transmitting data and other information received from utility and other devices
over the GSM or TDMA technology digital network via a control channel. This is
in addition to Patent #6,150,955 granted November 29, 2000 for monitoring
certain digital packets associated with a digital communications system control
channel, and Patent #6,014,089 granted January 11, 2000 for an apparatus and
method for transmitting data to and from a data collection device using Short
Message Service.

A
new development in 3rd Quarter 2002, was the signing of a Network
Access Agreement with a content aggregator. This Agreement provides ongoing
service revenue as of August 2002, for wholesale Short Message Service
connectivity to the GSM network. Telemetrix also negotiated and obtained special
roaming agreements with T-Mobile USA, Inc. Similar roaming agreements and
relationships are currently being negotiated with Cingular, AT&T Wireless
and a number of small regional carriers. International roaming agreement
discussions have been initiated with TelCel Mexico. Agreements with additional
other Content Provider and Short Message Content Aggregators are being
negotiated. This is an immediate source of revenue for the Company, utilizing
the value of our GSM license.

## Marketing & Sales

The
T3100 will move to the full marketing and commercialization phase in fourth
quarter of 2002 and first quarter of 2003.Telemetrix is working with
selected value added resellers to distribute the telemetry data products and
sell the accompanying service. Telemetrix is also working with contracted
Content Provider Short Message Aggregators to develop the messaging traffic on
the Telemetrix PCS network.

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.
Transfers of control of certificated carriers and assignments of regulatory
authorizations often require prior approval from the FCC and state regulatory
agencies.

The
FCC recently announced a 2007 sunset for required analog/AMPS network support by
the operating carriers. This will have a positive effect on the digital network
telemetry market and will create many new opportunities for the Company.
Established competitive telemetry technologies for remote data gathering,
monitoring and management systems use analog/AMPS technology. Telemetrix patents
prevent these companies from migrating to the digital signaling networks.
Telemetrix has been in negotiations with one of these major market players to
license Telemetrix technology to them, but no agreement of consequence has been
reached at this time.

## Employees

The
Company had 5 full-time employees on September 30, 2002. On July 30, 2002, the
Company reduced the number of staff by a total of 7 employees and contractors to
reduce operating costs until equity funding could be arranged.

OPERATIONS
ANALYSIS

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 $13,000 in monthly
revenue. 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.

Operating Expenses

Current
operating expenses consist of those costs related to network operation and
administration for the support of the contracts associated with Content
Aggregation and Short Message distribution. When we launch the sale and delivery
of products and services; sales & marketing expenses will substantially
increase, while research & development, pre-production and license costs
will decrease as a percentage of revenues. After sales of products and services
reach “regular” levels, the principal operating expenses will
be research & development, sales & marketing, manufacturing, general
& administrative.

---

# DEVELOPMENT
AND COMMERCIALIZATION

T3000
hardware and software development and commercialization activities ceased in
August 2002. We expect the reinstatement of product development, applications
development and commercialization to constitute a significant future operating
expense because we must continually develop, enhance and upgrade our products
and services. These activities will be renewed, when operations resume with
funding.

# 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.

# GENERAL
& ADMINISTRATIVE

General
& administrative expenses primarily consist of salaries and related expenses
of management, support personnel, occupancy fees, professional fees, general
corporate and administrative expenses. These overheads have been significantly
reduced by the temporary staff reduction described above. 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 nine months ended September 30, 2002 compared to quarter and nine months
ended September 30, 2001.

The
following discussion contains comparisons between the quarter (Recent
Quarter) and nine months ended September 30, 2002 (Recent
Period) and the quarter (Prior Quarter) and nine months (Prior
Period) ended September 30, 2001.

Revenue
totaled $40,000 during the Recent Period, compared to $56,000 for the Prior
Period. During the Recent Period, we received $2,000 from content provider
revenues and $38,000 in equipment sales and rentals. We expect revenue to
increase substantially as we expand our wholesale Short Message Service network
access customer base.

Operating
expenses were $352,000 during the Recent Period. These expenses
are primarily due to the software development costs for the T3100 technology and
other operating costs. Operating expenses were $1,419,000 for the Prior Period.

Costs
of Revenue was approximately $40,000 for the Recent Period.
Approximately $16,000 was for depreciation. 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.

Selling,
General and Administrative expenses were $288,000 for the Recent Period.

---

Interest
expense was $881,000 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 T3100 as well as operations. Interest
expense for the Prior Period was $1,519,000 for interest on loans from related
parties.

Net
loss. We reported a net loss of $2.079 million for the Recent
Period. The principal components of this net loss for the Recent Period were,
interest expense of $881,000, and SG&A expenses of $288,000We 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 $51.572
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 $777,000
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 $707,000 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
currently require funds to resume Company operations related to the development
of the Telemetry Products, specifically,

## Development
and Commercialization

Development
and commercialization prior to commercial distribution 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, funds
will be required for the integration of, a 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 T3100 will require the manufacturing of Product. We
estimate that an initial 2,000 units will be required.

## Repay Current
Liabilities

During
our start-up phase, we incurred several lines of credit and above normal levels
of accounts payable; some funds 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 - There weren't any unregistered securities
issued during this period that have not been previously reported.

(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. 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
November 14, 2002          
            
            
            
            
            
            
        By:
/s/PAUL ZOLMAN    
            
                
                
                
               
                
                
         
       Paul Zolman
                
                
                
                
               
                
                
         
       Signing for Registrant

---

CERTIFICATIONS

I, Paul Zolman, certify that:

1. I have reviewed this
quarterly report on Form 10-QSB of Telemetrix Inc.;

2. Based on my knowledge,
this quarterly report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with
respect to the period covered by this quarterly report;

3. Based on my knowledge,
the financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this quarterly report;

4. The registrants
other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:

a) designed such disclosure
controls and procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
quarterly report is being prepared;

b) evaluated the
effectiveness of the registrants disclosure controls and procedures as of
a date within 90 days prior to the filing date of this quarterly report (the
Evaluation Date); and

c) presented in this
quarterly report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrants
other certifying officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent
functions):

a) all significant
deficiencies in the design or operation of internal controls which could
adversely affect the registrants ability to record, process, summarize and
report financial data and have identified for the registrants auditors any
material weaknesses in internal controls; and

b) any fraud, whether or
not material, that involves management or other employees who have a significant
role in the registrants internal controls; and

6. The registrants
other certifying officers and I have indicated in this quarterly report whether
there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date: November 14, 2002

/s/ Paul
Zolman
Paul Zolman
   Chief Financial Officer
   (Principal Financial Officer)

---

# INDEX TO
EXHIBITS FILED WITH THIS QUARTERLY REPORT

## Exhibit    
                
                
                
                
                
               
            
                
              
                
                
               
Exhibit Page

None

---