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

# FORM 10-QSB/A

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

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

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

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

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

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

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

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

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

---

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

# TABLE OF
CONTENTS FOR FORM 10-QSB/A
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......11`

# 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..........................................................29
Item 4.    Submission of Matters to a Vote of Security Holders......................................29
Item 5.    Other Information........................................................................29
Item 6.    Exhibits and Reports on Form 8-K.........................................................29
SIGNATURES .........................................................................................30`

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

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

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

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

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

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

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

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

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

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

---

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

CONDENSED
CONSOLIDATED BALANCE SHEETS
(As of March 31, 2002 this financial data has not been audited or reviewed by
the corporations independent accountants)

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

Construction in Progress .....................................................      1,117       1,117
Property & equipment .........................................................        519         458
Goodwill .....................................................................      4,529       4,529
Other Intangibles ............................................................        461         485
                                                                                 --------    --------
         Total assets........................................................  $    6,909    $  6,854
                                                                                 ========    ========
                        Liabilities and Shareholders' Deficit
Current liabilities
   Accounts payable ..........................................................      1,914       1,952
   Accrued expenses ..........................................................      3,182       2,327
   Due to related companies ..................................................        226         226
   Current portion  long term debt  related parties ........................      3,241       2,966
   Current portion of long term debt .........................................      1,200       1,200
                                                                                 --------    --------
     Total current liabilities ...............................................      9,763       8,671

Long term debt  related party ...............................................          0           0
Long term debt ...............................................................        829         829
                                                                                 --------    --------
     Total long-term liabilities .............................................        829         829
       Total liabilities .....................................................     10,592       9,500
                                                                                 --------    --------
Shareholders' deficit:
   Common stock, $0.001 par value; 25 million shares authorized;
   18,476,186 and 18,476,186 shares issued and outstanding at March 31,
   2002 and December 31, 2001 respectively ...................................         19          19
Additional paid-in capital ...................................................     46,837      46,808
Stock warrants ...............................................................          0           0
Foreign currency translation .................................................        192         192
Accumulated deficit ..........................................................    (50,731)    (49,494)
Prepaid Consulting Services ..................................................          0        (171)
       Total shareholders' deficit ...........................................     (4,100)     (2,646)
                                                                                 --------    --------
            Total liabilities and shareholder's deficit ...................... $    6,909    $  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 March 31, 2002 this financial data has not been audited or reviewed by
the corporations independent accountants)

`Three Months Ended
                                                                     March 31,
                                                                 2002     2001
                                                                 ----     ----
Revenue:
   Equipment sales & rental...........................   $        47    $        57
   Service income ....................................             0              0
                                                         -----------    -----------
       Total revenue .................................            47             57
                                                         -----------    -----------
Expenses:
   Cost of revenue ...................................            67             12
   Research & development ............................            25             63
   Selling, general & administrative .................           324            763
                                                         -----------    -----------
       Total operating expenses ......................           416            838
                                                         -----------    -----------
 Net loss from operations ............................          (369)          (781)
                                                         -----------    -----------
Other Expense:
   Interest expense (income) .........................           671            456
   Other expense (income) ............................            (4)            (9)
                                                         -----------    -----------
       Total other expense (income) ..................           667            447
                                                         -----------    -----------
Net (loss)............................................   $    (1,036)   $    (1,228)
                                                         ===========    ===========

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

Loss per share........................................   $     (0.06)   $     (0.08)
                                                         ===========    ===========`

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

---

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

CONSOLIDATED STATEMENTS
OF CASH FLOWS
(As of March 31, 2002 this financial data has not been audited or reviewed by
the corporations independent accountants)

`Three Months
                                                                                              Ended March 31,
                                                                                            2002           2001
                                                                                            ----           ----
Cash flow from operating activities
   Net loss for the period..............................................................$    (1,036)   $(1,228)

Adjustments to reconcile net loss to cash used in operations
     Stock issued in-lieu of wages ......................................................         0          0
     Amortization & depreciation ........................................................        24        461
     Accretion of interest on debt issue costs ..........................................       631        379
     Accrued interest on notes payable ..................................................         0          5
     Changes in assets and liabilities
       In accounts receivable ...........................................................         3          6
       In other assets ..................................................................      (171)         2
       In accounts payable ..............................................................        38         79
       In accrued liabilities ...........................................................       855          4
                                                                                            -------    -------
         Total adjustments ..............................................................     1,380        936
              Net cash used in operating activities .....................................       344       (292)
                                                                                            -------    -------
Cash flow from investing activities
   Increase in capital assets ...........................................................      (105)         0
                                                                                            -------    -------
            Net cash from (used) in investing activities ................................      (105)         0
                                                                                            -------    -------
Cash flow from financing activities
   Payments on line-of-credit ...........................................................         0          0
   Proceeds (payments) from long-term debt ..............................................         0          0
   Advances on notes receivable .........................................................         0         (5)
   Proceeds from issuance of share capital ..............................................         0          0
   Proceeds from related companies ......................................................      (436)         6
   Proceeds from notes payable  related party ..........................................       261        146
   Change in deferred rent liability ....................................................         0          0
                                                                                            -------    -------
            Net cash from financing activities ..........................................      (175)       147
                                                                                            -------    -------
Effect of foreign currency translation on cash ..........................................         0          0
                                                                                            -------    -------
Net increase (decrease) in cash & cash equivalents ......................................        64        145
                                                                                            -------    -------
Cash, beginning of period ...............................................................        13        145
                                                                                            -------    -------
Cash, end of period .....................................................................   $    77    $     0
                                                                                            =======    =======`

|Non-Cash  Disclosure: In
the current period $ 550,000 in accrued expenses was recorded related to the
issuance of deferred shares of stock.
|-------------------------------------------------------------------------------------------------------------------------------------------

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 March 31, 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 T3000 TELEMETRY DATA SYSTEM.

Telemetrix
Inc. through its subsidiary, Telemetrix Technologies has developed and patented
a universal solution for wireless telemetry. This system will be sold both to
and through telecommunications companies and digital telecommunications
carriers, which would be companies such as VoiceStream, and AT&T, as a
complete end-to-end solution for telemetry data customers. The system will also
be sold direct to end users through Telemetrix Technologies. Telemetry is the
transmission of data that represents status information on a remote process,
function or device. Telemetry enables businesses to monitor activity, detect
situations requiring intervention and promptly respond to such situations.
Examples of businesses currently using telemetry include electric utilities,
alarm companies and vending machine operations and as the technology advances,
the potential applications multiply. Telemetry has been significantly advanced
by Telemetrix development of the T3000 e-Telemetry Data
SystemTM that collects and transfers telemetry data using the
Short Message Service of digital communications systems worldwide and delivers
that data to the user (customer) via the internet. The T3000 wireless telemetry
system includes hardware (e.g., the CommCenter and Optical Reader),
network monitoring services software, and other support services. Telemetrix
provides each of the T3000 components.

Telemetrix owns and
operates a wireless GSM Personal Communications System (PCS) telecommunications
network and a paging network. The total coverage of the paging and PCS coverage
areas encompass portions of western Nebraska, southeastern Wyoming and
northeastern Colorado. Our operations consequently consist of operating the
paging system and doing T3000 research & development, product design,
manufacturing, development of telecommunications services and carrier support
services.

## Telemetrix
Technologies

Telemetrix
Technologies developed the T3000 e-Telemetry Data SystemTM
wireless telemetry hardware and software. The T3000 system can be used in an
unlimited number of ways, i.e., automatic utility meter reading, home security,
home health alarms, monitoring vending machines and numerous other specialty
applications.

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

---

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

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

# T3000
E-TELEMETRY DATA SYSTEMTM

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

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

e-Telemetry
Data SystemTM and e-Telemetry DataTMare Registered Trademarks of Telemetrix Inc.

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

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

---

The
Company finalized a Test & Evaluation Agreement with a major electric
utility who which will be the first extended deployment of the
beta-hardware of the new T3000 Modular Design Product. Other testing and
evaluation agreements will be deployed during 2Q, 2002. The agreements are for
testing of our T3000 System under each companys specific environment,
prior to a complete commercial installation. Many other T&E agreements are
being negotiated.

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

The
T3000 system:

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

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

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

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

| |  | Provides Wireless Local Loop type telephony services.
| | - | -----------------------------------------------------

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

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

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

---

## 2. Basis of
Presentation of Interim Information

The
consolidated unaudited financial statements for March 2002, and 2001 and audited
financial statements for December 31, 2001 include the accounts of
Telemetrix Inc. (the parent company) and its wholly owned subsidiaries,
Telemetrix Solutions and Telemetrix Technologies.

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

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

## 3. Goodwill as
it relates to FASB 142

Telemetrix Inc. is in the
process of evaluating the goodwill using the discounted cash flow method. We
cannot estimate any impairment until our analysis is complete.

## 4. Acquired
Intangible Assets

`Acquired Intangible assets
                           --------------------------
                                 Gross                                     Weighted
                                 Carrying  Accumulated         Yearly      Average
INTANGIBLE ASSETS AS OF 3/31/02  Amount    Amortization     Amortization   Life Yrs
-------------------------------  --------  ------------     ------------   --------

Patents                           55,972     (16,026)            3,731      10.71
FCC Licenses                     923,856    (502,933)           92,286       4.55
                                 -------    --------           -------
     Total                       979,828    (518,960)           96,017       4.79

Aggregate Amortization Expense:
 For period ended 3/31/02                     24,000`

## 5. Related
Party Loans

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

## 6. Related Party
Transactions

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

---

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

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

      Tracy Broadcasting Company                               $      3,000
      Software Factory Inc.                                    $    174,000
                                                               ------------
      Total due from related parties                           $    177,000

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

      Becker Group of Companies (BGC) Investments              $     41,000
      Becker Group                                             $    185,000
                                                               ------------
      Total Due to Related Parties                             $    226,000

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

      Michael Tracy                                            $  2,168,000
      Michael Glaser                                           $    664,000
      Becker Capital Management                                $    369,000
      Tracy Broadcasting Company                               $     40,000
                                                              -------------
      Total Due to Related Parties                             $  3,241,000`

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 March 31, 2002 was $176,000 net of a $167,000 allowance.
The note accrued interest at 7.5% until maturity at which time the interest rate
was adjusted to 15% and a penalty of 15% of the outstanding balance was
incurred.

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

## 7 Commitments
& Contingencies

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

---

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

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

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

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

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

---

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

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

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

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

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

## Other
Developments

On
November 29, 2000, United States Patent #6,150,955 was issued to Telemetrix. The
patent covers claims which relate to the use of the Telemetrix T3000
e-Telemetry Data SystemTMfor 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, Telemetrixentered 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 T3000e-Telemetry Data SystemTM including the T3500 and T3600 Optical
Readers. On the same day, Telemetrixentered into a Software Original
Equipment Manufacturer (OEM) Agreement with Ericsson, whereby
Telemetrix will provide software to Ericsson on an OEM basis for Ericsson to
sell under their brand name(s). The software will be used in association with
the Telemetrix patented T3000 e-Telemetry Data SystemTM. The
agreement calls for Telemetrix to provide Ericsson with Telemetrix
e-Telemetry DataTM Software that Ericsson will deploy to
customers and PCS operators throughout North America and the world, under
Ericssons brand and labeled with the phrase Powered by
Ericsson.

## Industry
And Technology Overview

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

PCS Signaling
Standards. PCS systems generally use one of three digital signal
transmission technologies: GSM, CDMA and TDMA. Each of these signaling
standards, which are incompatible with each other, has been adopted by at least
two different PCS carriers in major U.S. markets. Each standard has distinct
advantages and disadvantages. TDMA resembles the signaling standard used by many
cellular carriers. CDMA require fewer cell sites and offer greater capacity,
call quality and hand-off advantages. However, GSM is the leading digital
wireless technology worldwide, with systems in 110 countries serving over 30
million subscribers. Further, major carriers like AT&T and TelCel Mexico
have recently announced plans to change over from TDMA to GSM technology. GSM
uses an open system architecture that allows carriers to purchase network
equipment from a wider variety of vendors and provides significant flexibility
for the carrier in vendor cost leveraging and provisioning of features, products
and services. The T3000 e-Telemetry Data SystemTMis 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
                                                             connectionks             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
                                                                                      in doors
________________________________________________________________________________________________________________
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 a
                                   Manufacturing             and maintenance          vending machine
                                   Processes                 Inventory             o  Truck can be
                                o  Vending                   management               re-routed if the
                                   Machines               o  Fleet / route            vending machine is
                                                             management               still full from
                                                                                      last delivery
________________________________________________________________________________________________________________
   Atmosphere                   o  Heating,               o  Air quality           o  A commercial
    Controls                       Ventilation, and          standards                refrigerator door in
                                   Air Conditioning       o  Temperature              a restaurant is left
                                o  Refrigeration,            controls for food        open after a food
                                   Temperature and           and other                delivery
                                   Humidity Controls         perishable items      o  An alarm is
                                                          o  Climate control          triggered, alerting
                                                             for greenhouses          people to close the
                                                             and agricultural         door to save the food
                                                             products                 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 or
                                   Switches               o  Preventive               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 a major
                                o  Container asset           communications           accident will delay
                                   tracking               o  Remote                   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-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             Small but growing
(GSM, TDMA,              technology; packet data       network is shared,              footprint/Service
CDMA)                    technology will be            Migrateable GSM/                still in deployment/
                         overlaid on digital           TDMA transceiver                Focus on wireless
(TELEMETRIX              cellular/PCS networks         technology                      voice
TECHNOLOGIES)            in long term
__________________________________________________________________________________________________________________
Proprietary Wireless     Networks originally           Understanding of                Proprietary
Networks                 built for utility meter       telemetry business,             networks and
                         reading                       AMR expertise                   systems, Limited
                                                       Partnerships with               coverage, Limited
                                                       major utilities                 message size
(CELLNET,                                              companies, Alliances
ITRON)                                                 with system
                                                       integrators
__________________________________________________________________________________________________________________
Dedicated packet Data    Digital Packet data           Coverage, Good in-              Strong urban, weak
Networks (DPD)           radio services designed       building penetration,           rural coverage,
                         for mobile data and           Alliances with system           Limited
                         interactive paging            integrators, low                deployment of
(ARDIS, BSWD)            functions                     latency                         technologies by
                                                                                       service providers
__________________________________________________________________________________________________________________
Cellular Digital Packet  Digital packet                Well-suited for short           Coverage
Data (CDPD) (AT&T    technology is an              burst transmissions, IP         dependent on
                         overlay on analog             capable                         cellular carriers
(AT&T Wireless,      cellular technology                                           agreements, Strong
GTE Wireless, Bell                                                                     urban weak rural
Atlantic Mobile,                                                                       coverage
Ameritech)
__________________________________________________________________________________________________________________
Mobile Satellite         Services using Ku band        Excellent coverage              Poor in-building
Services (MSS)           and low earth orbit                                           penetration,
                         satellite systems to                                          expensive, low data
                         provide wide area                                             rate, limited
(QUALCOMM,               blanket coverage                                              messsage size,
Orbcomm and other                                                                      networks still in
LEO Systems)                                                                           deployment
__________________________________________________________________________________________________________________
Cellular Control         Uses overhead control         Low latency, low cost,          Coverage
Channel Technologies     channels of analog            IP capable, cost                dependent on
(CCT)                    cellular network, and         network is shared               cellular carriers
(Cellemetry, Aeris       the SS7 network via                                           agreements, limited
Microburst)              IS-41                                                         message size
__________________________________________________________________________________________________________________
Narrowband PCS           Two-way messaging             Medium message size,            Networks still in
(NPCS)                   networks based on             Spectral efficient low          deployment, high
                         ReFLEX technology             cost, excellent in-             comparative latency
(Skytel, Pagenet,                                      building penetration,           (low data rate)
Pagemart                                               coverage
__________________________________________________________________________________________________________________`

---

## 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 fourth quarter of 2001.Numerous meetings are set, field trials are scheduled and convention
exhibits are booked. The T3000 e-Telemetry Data SystemTM is
ready for early scheduled deliveries in the early second quarter 2002 and
product delivery early third quarter 2002.

---

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

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

## REGULATION

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

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

---

## EMPLOYEES

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

## CORPORATE HISTORY

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

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

| | TRG-US became Telemetrix Solutions Ltd. (Telemetrix Solutions; for
the collective activities of both TRG-US and TRGCanada, we use
TRG and Telemetrix Solutions for activities before and
after, respectively, the Combination);
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | WTC became Telemetrix Technologies Inc. (Telemetrix Technologies; we
use WTC and Telemetrix Technologies for activities
before and after, respectively, the Combination).
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

## OPERATIONS
ANALYSIS

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

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

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

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

---

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

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

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

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

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

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

---

## DESCRIPTION OF
FINANCIAL COMPONENTS

The
following summarizes the components of revenue and the associated cost
of sales (excluding depreciation) from our proposedoperations:

`Activity                     Revenue Source          Costs of Sales (excluding depreciation)

Wireless telecommunications  PCS Services            Network   Operation  and  Maintenance;   Carrier
                                                     settlements

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

# WIRELESS
SERVICES

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

## Operating
Expenses

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

---

# DEVELOPMENT
AND COMMERCIALIZATION

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

# Capital
Expenditures

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

# LICENSING

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

# PRE-PRODUCTION

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

# SALES &
MARKETING

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

# MANUFACTURING

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

---

# GENERAL
& ADMINISTRATIVE

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

## RESULTS OF
OPERATIONS

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

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

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

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

Operating
expenses were $416,000 during the Recent Period. These expenses
are primarily due to the impairment of technological advances, the software
development costs for the T3000 technology and other operating costs. Operating
expenses were 838,000 for the Prior Period.

Costs
of Revenue was approximately $67,000 for the Recent Period. These expenses
primarily consist of the costs of the equipment sold, commissions of sales
employees, agent fees and repair parts for the WTC paging operations.
Approximately $43,000 of that is depreciation.

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

---

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

Interest
expense was $671,000 for the Recent Period. This expense
represents primarily the interest charges on the convertible debentures that
occurred in 2000 as well as interest charged on loans from related parties. The
proceeds from the convertible debentures and related party loans were used to
fund the research and development of the T3000 as well as operations. Interest
expense for the Prior Period was $456,000, interest on loans from related
parties.

Net
loss. We reported a net loss of $1.036 million for the Recent
Period. The principal components of this net loss for the Recent Period were,
interest expense of $671,000, research and development of $25,000 and normal
operating expenses. We did not reflect any benefit for income taxes due to the
uncertainty surrounding the realization of the favorable tax attributes in
future tax returns.

Accumulated
Deficit. Accumulated deficit for the Recent Quarter was $50.73
million. The primary component of the accumulated deficit is the amortization
and the subsequent write-off of the TRACCS software. The TRACCS software was
used for the billing service bureau operation. The software value was
written-off in late 1999. The total amount of amortization and write-off was $25
million.

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

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

## Development
and Commercialization

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

## Working
Capital

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

---

## Manufacturing
Expense

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

## Repay Current
Liabilities

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

# PART
II - OTHER INFORMATION

## Item 1. Legal
Proceedings

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

## Item 2.
Changes in Securities and Use of Proceeds.

(a)
Not Applicable.

| | (b) | Not Applicable.
| | --- | ---------------

| | (c) | Issuance of Unregistered Securities - The following tables summarize all
securities that we issued during the quarter ended March 31, 2002, in
unregistered offerings:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

`Deemed Per
Date     Title of Security    Amount   Class of Purchaser       Exemption   Share Price  Proceeds
----     -----------------    ------   ------------------       ---------   -----------  --------
1/30/02    Common Stock(1)     312,500  Becker Capital Mgmt      Rule 506       $0.1(2)     3
2/22/02    Common Stock(4)     625,000  Michael Glaser           Rule 506       $0.16(2)    3
3/29/02    Common Stoc(5)    1,142,857  Michael Tracy            Rule 506       $0.35(6)    3`

__________________________

| | 1 | Issued as part consideration for a bridge loan of  $50,000.
| | - | -----------------------------------------------------------

| | 2 | The closing price of the stock on the loan draw down date.
| | - | ----------------------------------------------------------

| | 3 | Issued as part consideration for a bridge loan, so no cash consideration was
received specifically for this stock.
| | - | ------------------------------------------------------------------------------------------------------------------

| | 4 | Issued as part consideration for a bridge loan of $100,000.
| | - | -----------------------------------------------------------

| | 5 | Issued as part consideration for a bridge loan of 400,000.
| | - | ----------------------------------------------------------

| | 6 | Closing price of the stock on date of issuance.
| | - | -----------------------------------------------

| | (d) | Not Applicable.
| | --- | ---------------

---

## Item 3.
Defaults Upon Senior Securities.

| | (a) | Not Applicable.
| | --- | ---------------

| | (b) | Not Applicable.
| | --- | ---------------

## Item 4.
Submission of Matters to a Vote of Security Holders.

No
matters were submitted for a vote of Security Holders.

## Item 5.
Other Information

None.

## Item 6.
Exhibits and Reports on Form 8-K.

| | (a) | Exhibits. None
| | --- | --------------

| | (b) | Reports on Form 8-K. Filed March 12, 2002. The Company Board of Directors
approved by Corporate Resolution dated March 11, 2002, the appointment of Paul
Zolman as acting Chief Financial Officer effective this same date. The board had
previously received notification from Mr. Doyle of his desire to purchase and
operate a private business once a replacement was found.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

# SIGNATURES

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

TELEMETRIX INC., a Delaware corporation
June 26, 2002       
            
            
            
            
            
            
        By:
/s/Paul Zolman    
            
                
                
                
               
                
                
         
       Paul Zolman
                
                
                
                
               
                
                
         
       Signing for Registrant

---

# INDEX TO
EXHIBITS FILED WITH THIS QUARTERLY REPORT

## Exhibit    
                
                
                
                
                
               
            
                
              
                
                
               
Exhibit Page

None

---