FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

(Mark One)
     [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

                      For the Quarter Ended March 31, 1999

                                       OR

     [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-14724

                                 TELEMETRIX INC.
               (Exact name of Issuer as specified in its charter)

          Delaware                                   59-3453156
   (other jurisdiction of                          (I.R.S.Employer
incorporation or organization)                   Identification No.)

                             1612 N. Osceola Avenue
                            Clearwater, Florida 33755
                         (Address of principal offices)
                                 (727) 443-3434
               (Issuer's telephone number, including area code)

     Indicate  by check  mark  whether  the  Issuer  (1) has filed  all  reports
required 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 Issuer
was  required  to file such  reports)  and (2) has been  subject to such  filing
requirements for the past 90 days.
                                                                 Yes [X]  No [ ]

     State the number of shares  outstanding of each of the issuer's  classes of
common stock, as of the latest practicable dates.

         Title of Each Class                  Outstanding at March 31, 1999

   Common Stock, $0.001 Par Value             approximately 320,000 shares
                                                   See financial notes


                                TABLE OF CONTENTS




PART I   FINANCIAL INFORMATION                                            PAGE

ITEM 1   Financial Statements

         Consolidated Balance Sheets as of March 31, 1999

          and March 31, 1998                                                3

         Consolidated Statements of Income for the Three Month
          Periods Ended March 31, 1999 and March 31, 1998.                  4

         Consolidated Statements of Cash Flow for the Three Month
          Periods Ended March 31, 1999 and March 31, 1998.                  5

         Notes to Financial Statements                                      6

ITEM 2   Management's Discussion and Analysis of
         Financial Condition and Results of Operations                      7

PART II  OTHER INFORMATION                                                  9

         SIGNATURES                                                         9


<PAGE>


                                 TELEMETRIX INC.
                            (a Dormant State Company)
                           Consolidated Balance Sheet
                        March 31, 1999 and March 31, 1998
                                   (unaudited)
                                                        03/31/99   03/31/98
 Assets


Organization Cost ..................................   $      0    $      0

 Total Assets ......................................          0           0

Liabilities and Shareholder's Equity

Stockholders' Equity

Common Stock par value at $.001 per share
25,000,000 shares authorized,
320,000 (estimated) shares issued and outstanding(4)          0           0
Additional Paid in Capital .........................     36,818      12,794
Retained  Earnings (Deficit) .......................    (36,818)    (12,794)
                                                       --------    --------


Total Shareholders' Equity .........................          0           0
                                                                   ========

Total Liabilities and Shareholders Equity ..........   $      0    $      0
                                                       ========    ========






                See accompanying notes to financial statements



<PAGE>


                                 TELEMETRIX INC.
                            (a Dormant State Company)
                      Consolidated Statements of Operations
             for the years ending March 31, 1999 and March 31, 1998
                                   (unaudited)

                                        1999               1998
                                      03-31-99           03-31-98
                                       -------           --------

Revenues ...................           $     0            $     0

Expenses
Administrative Expenses ....           $ 4,563              4,570

Filing Fees ................           $     0            $     0

Net Income/Loss for the year           $(4,563)            (4,570)
                                       =======            =======


                See accompanying notes to financial statements


<PAGE>





                                 TELEMETRIX INC.
                            (a Dormant State Company)
                      Consolidated Statements of Cash Flows
                 for three months ended March 31, 1999 and 1998
                                   (unaudited)


                                    For Three Months Ended
                                              03-31-99           03-31-98

Cash Flows from Operating Activities
 Net Income ........................           $     0                  0

Net Cash Provided (used) /
By Operating Activities ............            (4,563)            (4,570)


Expenses Paid by Capston ...........            (4,563)             4,570

Net Increase (Decrease) in Cash ....                 0                  0
Cash at Beginning of Period ........                 0                  0

Cash at End of Period ..............           $     0            $     0
                                               =======            =======














                See accompanying notes to financial statements


<PAGE>



                                 TELEMETRIX INC.
                            (A Dormant State Company)

                                 March 31, 1999

Note 1. HISTORY OF THE COMPANY

ARNOX  Corporation,  (A Dormant State Company),  was incorporated on October 17,
1983, under the laws of the State of Delaware.  The Company conducted an initial
public  offering of its Common Stock in October,  1985 and in connection with an
application  to list its Common  Stock on the NASDAQ  system,  the Company  also
registered its Common Stock pursuant to Section 12(g) of the Securities Exchange
Act of 1934.  The Company's  Common Stock  remained  listed on the NASDAQ system
until April 25, 1989.

On September 11, 1989,  the Company filed a voluntary  petition under Chapter 11
of the Bankruptcy ACT (Case No.  89-97155) in the U.S.  Bankruptcy Court for the
District of New Jersey.  On December 18, 1989,  the Company's case under Chapter
11 was voluntarily  converted into a case under Chapter 7 of the Bankruptcy Act.
As a result of the voluntary  conversion of the Company's  bankruptcy  case, all
assets of the  Company  were  transferred  to the Trustee in  Bankruptcy  on the
conversion date and the Company ceased all operations. Subsequently, the Trustee
in Bankruptcy  effected an orderly  liquidation of corporate assets and used the
proceeds to repay the Company's  creditors.  On July 12, 1994 the Company's case
under  Chapter  7 was  closed  by an  order  of the  Court  and the  Trustee  in
Bankruptcy was  discharged.  As a result of the  Bankruptcy,  the Company has no
assets, liabilities, management or ongoing operations and has not engaged in any
business activities since December 18, 1989.

Note 2. RESTORATION OF CORPORATE STATUS

On June 10, 1996, acting in its capacity as the holder of 884 shares (0.026%) of
the Company's common stock, and without first receiving the consent, approval or
authorization of any other person  associated with the Company,  Capston Network
Company effected a renewal, revival and restoration of the Company's certificate
of  incorporation  pursurant  to Section 312 of the General  Corporation  Law of
Delaware.  Thereafter,  Capston  filed a 10-K for the years ending  December 31,
1989-1995,  and a Proxy  Statement  seeking  approval  and  ratification  of its
actions,  along  with  authorization  to seek a  suitable  business  combination
transaction.  This proxy  statement was ultimately  distributed to the Company's
stockholders  and the  proposals  therein  were  approved  by the  holders  of a
majority of the Company's issued and outstanding shares.

Under the terms of the original Proxy Statement,  Capston was authorized to seek
a suitable  business  combination  transaction  on behalf of the  Company and to
submit  the  terms  of any  proposed  business  combination  transaction  to the
Company's  stockholders for their approval.  Capston did not receive and was not
entitled  to receive  any  equity  interest  in the  Company as a result of it's
actions  prior to the date of the Proxy  Statement.  Moreover,  Capston  was not
entitled  to  reimbursement  for any  expenses  incurred  by it on behalf of the
Company  except  to  the  extent  that  the  terms  of  a  business  combination
transaction  provided for the reimbursement of such expenses.  However,  because
Sally Fonner is both the President of ARNOX and Capston,  prior Staff Accounting
Bulletins require under generally accepted  accounting the treatment of debiting
the expenses with  corresponding  credit to paid-in capital.  Future expenses of
Capston or others  will be treated  this way.  These  expenses  are actual  cash
expenditures  and do not  reflect any costs  associated  with the  operation  of
Capston nor any personnel time or cost.

Note 3. FUTURE EXPENSES

Capston will  continue to extend  administrative  expenses to keep ARNOX current
with its reporting  requirements,  keeping the Corporation in good standing, any
required proxy  solicitation  or acquisition  efforts.  These amounts should not
exceed  $50,000 in  out-of-pockets  costs.  In addition,  as approved,  and as a
result of a suitable acquisition, additional fees paid for by issuance of equity
position  would be for:  (i)  Capston of 300,000  shares,  (ii)up to  11,500,000
shares  for  an  acquisition(s)  and  (iii)  up to 5% of the  acquisition  for a
finder's fee .

Note 4: OUTSTANDING COMMON STOCK
     The number is  reported  approximately  320,000  due to the  reverse  split
procedures. Further, more stock was issued and outstanding right after March 31,
1999. Refer to 8-K , (date) to understand the overall transaction.




<PAGE>


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


Financial Condition

     As a result of its 1989 Bankruptcy, the Company has no assets, liabilities,
or ongoing  operations  and has not  engaged in any  business  activities  since
September 1989. The Company had no operations during the year ended December 31,
1996 and no material assets or liabilities as of December 31, 1996. The reported
loss from operations in 1996 resulted  solely from expenses  incurred by Capston
on behalf of the Company in  connection  with the  restoration  of the Company's
corporate  charter and the preparation  and filing of certain  reports  required
under the Securities  Exchange Act of 1934. It is the intention of management to
seek  stockholder  approval  of a  Revised  Plan  whereby  the  Company  will be
restructured  as a "clean  public shell" for the purpose of effecting a business
combination  transaction  with a suitable  privately-held  company that has both
business history and operating  assets,  although there can be no assurance that
management will be successful in its effforts to negotiate such a transaction.

Results of Operations

     We have an  acquisition  , please see recent  8-K and other  filings  under
ARNOX and Telemetrix Inc..

Plan of Operation.

     Please see 8-K, filed on (date) under Telemetrix Inc.




<PAGE>



PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         NONE

ITEM 2.  CHANGES IN SECURITIES

         AS OF SEPTEMBER 25, 1998, LUMIERE SECURITIES RECEIVED CLEARANCE TO MAKE
         A MARKET IN ARNOX UNDER THE TRADING  SYMBOL ARXC.  AS OF APRIL 2, 1999,
         ARNOX BEGAN TRADING AS TLXT UNDER TELEMETRIX INC.

ITEM 3.  DEFAULTS ON SENIOR SECURITIES

         NONE

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On June 13,  1998,  the  Registrant  sent to its  stockholders  a Notice of
Special  Meeting  and Proxy  Statement  which  described  a number of  proposals
relating  to a plan  of  reorganization  proposed  by  Capston  Network  Company
("Capston"),  a  stockholder  of the Company.  Subsequently,  on July 7, 1998, a
Special  meeting  of the  Stockholders  was held and all of the  proposals  were
approved  by a  majority  vote  of the  Stockholders.  The  principal  proposals
approved by the stockholders were:

1. To elect a person  designated  by Capston to serve as the sole  member of the
Board of Directors until the next annual Meeting of  stockholders,  or until her
successor is elected and qualified;

2. To consider and vote upon a proposed  Amendment to the Company's  Certificate
of Incorporation  that will effect a reverse split of all issued and outstanding
shares of Common  Stock in the  ratio of one (1) share of new  Common  Stock for
each 11.4642 shares  presently  outstanding so that  immediately  thereafter the
Company will have a total of 300,000 shares issued and outstanding;

3. To consider and vote upon a proposal to issue 300,000  shares of Common Stock
to persons  designated  by Capston as  compensation  for  services  rendered  in
connection with the implementation of the Revised Plan;

4. To consider  and vote upon a proposal  which will give the Board of Directors
authority to pay an in-kind  Finder's Fee to unrelated  third party  finders who
introduce the Company to a suitable acquisition prospect.

5. To consider  and vote upon a proposal  that will give the Board of  Directors
discretionary  authority to (i) change the  Company's  name and (ii) issue up to
11,500,000 shares of Common Stock to unrelated third parties,  all without prior
stockholder approval,  in connection with a business combination  transaction of
the type contemplated by the Revised Plan; and

6. To consider and vote upon a proposed  Amendment to the Company's  Certificate
of Incorporation  that will increase the authorized capital stock of the Company
to  25,000,000  shares of $0.01 par value Common Stock and  5,000,000  shares of
$0.01 par value Preferred Stock.

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

                                          TELEMETRIX INC.

                                                /S/

                                          Sally A. Fonner
                                          Chief Executive Officer
                                          Dated: May 1, 1999

                                                /S/

                                          Sally A. Fonner
                                          Chief Financial Officer
                                          Dated: May 1, 1999