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


                                   FORM 10-QSB
 Quarterly        Report  pursuant to Section 13 of the Securities  Exchange Act
                  of 1934 for the quarterly period ended March 31, 2000



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



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


                                 Telemetrix Inc.
                      c/o J.Doyle, 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, 2000,  Registrant  had  14,192,147  issued and  outstanding  common
shares.

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


<PAGE>

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

                        TABLE OF CONTENTS FOR FORM 10-QSB
                                                                            Page
                                                                            ----
                         Part I - Financial Information

Item 1.   Financial Statements ............................................... 3
               Condensed Consolidated Balance Sheets ......................... 3
               Consolidated Statements of Operations ......................... 4
               Consolidated Statements of Cash flows ......................... 5
               Notes to Consolidated Financial Statements .................... 6

                           Part II - Other Information

Item 2.   Management's Discussion & Analysis of Financial Condition
          and Results of Operations ......................................... 10

Item 1.   Legal Proceedings ................................................. 18
Item 2.   Changes in Securities and Use of Proceeds ......................... 18
Item 3.   Defaults Upon Senior Securities ................................... 18
Item 4.   Submission of Matters to a Vote of Security Holders ............... 18
Item 5.   Other Information ................................................. 18
Item 6.   Exhibits and Reports on Form 8-K .................................. 19
SIGNATURES .................................................................. 20


NOTE CONCERNING  FORWARDLOOKING  INFORMATION.  This Quarterly Report on SEC Form
10Q  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
forwardlooking statements could be affected by:

     o    our limited operating history and commercial experience;
     o    market acceptance of T3000;
     o    availability of additional capital;
     o    protection of our intellectual property rights;
     o    evolving technologies and markets;
     o    competitive developments;
     o    telecommunications regulatory environment; and
     o    our ability to manage growth.

These  factors  might  cause  actual  results  to  differ  materially  from  the
forwardlooking  statements  as well as  materially  &  adversely  affecting  our
business, operating results & financial condition.


                                        2

<PAGE>

<TABLE>
<CAPTION>
                                           TELEMETRIX INC.
                                    (Commission File No. 0-14724)

                                CONDENSED CONSOLIDATED BALANCE SHEETS
                      (Information as of March 31, 1999 and 2000 is unaudited)

                                                                                            March 31,        December 31,
                                                                                              2000              1999
                                                                                            --------         -----------
                                     ASSETS
<S>                                                                                    <C>                    <C>
Current assets:
   Cash...........................................................................     $        718           $     16
Accounts receivable, net of allowance for
         doubtful accounts .......................................................              283                259
   Note receivable-- related party ...............................................              348                348
   Due from related companies ....................................................               98                 54
   Prepaid expenses ..............................................................                3                  3
                                                                                           --------           --------
      Total current assets .......................................................            1,450                680

Property & equipment .............................................................            2,352              2,317
Intangibles ......................................................................            8,102              8,545
                                                                                           --------           --------

Total assets......................................................................     $     11,904           $ 11,542
                                                                                           ========           ========

                      LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
   Line of credit ................................................................     $       --             $    195
   Accounts payable...............................................................            1,015                709
   Accrued expenses ..............................................................            1,355              1,264
   Due to related companies ......................................................              354                354
   Current portion-- long term debt-- related parties ............................            2,157              2,157
   Current portion of long term debt .............................................              203                  8
                                                                                           --------           --------

Total current liabilities ........................................................            5,084              4,687
                                                                                           --------           --------

Deferred rent liability ..........................................................              133                130
Long term debt-- related party ...................................................            4,711              4,588
Long term debt ...................................................................              647                836
                                                                                           --------           --------
     Total longterm liabilities ..................................................            5,491              5,554
                                                                                           --------           --------
       Total Liabilities .........................................................           10,575             10,241
                                                                                           --------           --------
Shareholders equity (deficit):
   Common stock, $0.001 par value; 25 million shares authorized;
      14,192,147 and 313,897 shares issued and outstanding
      at March 31, 2000 and 1999 respectively ....................................               14                 13
Additional paidin capital ........................................................           35,939             33,466
Foreign currency translation .....................................................              (81)                31
Retained earnings (deficit) ......................................................          (34,543)           (32,209)
                                                                                           --------           --------
Total Stockholders Equity ........................................................            1,329              1,301
                                                                                           --------           --------
Total Liabilities and Equity .....................................................     $     11,904           $ 11,542
                                                                                           ========          =========
</TABLE>

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

                                        3

<PAGE>

<TABLE>
<CAPTION>

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

                                CONSOLIDATED STATEMENTS OF OPERATIONS
           (Information relating to the three month periods ended March 31, 1999 and 2000 is unaudited)

                                                                               Three Months Ended
                                                                                      March 31,
                                                                            -------------------------
                                                                            2000                 1999
                                                                            ----                 ----
<S>                                                                   <C>                   <C>
Revenue:
   Equipment sales & rental..........................................             74          $      --
   Service income ...................................................            107                  226
   Consulting Fees ..................................................           --                    232
                                                                         -----------          -----------

   Total Revenue ....................................................            181                  458
                                                                         -----------          -----------

Expenses:
   Cost of Revenue ..................................................    $        62                  108
   Research & development ...........................................          1,024                 --
   Selling, general & administrative ................................          1,340                2,868
                                                                         -----------          -----------
       Total Operating Expenses .....................................          2,427                2,976
                                                                         -----------          -----------

Net loss from operations ............................................         (2,246)              (2,518)
                                                                         -----------          -----------

Other Expense:
   Interest expense (income) ........................................            139                   32
   Interest on capital leases .......................................           --                      2
   Other expense (income) ...........................................             (5)                  31
                                                                         -----------          -----------
       Total other expense (income) .................................            134                   65
                                                                         -----------          -----------

Net income (loss)....................................................    $    (2,380)         $    (2,583)
                                                                         ===========          ===========



Weighted average shares outstanding during period ...................     13,313,814              313,897
                                                                         ===========          ===========
Loss per share ......................................................    $      (.18)         $     (8.23)
                                                                         ===========          ===========
</TABLE>

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

                                        4




<PAGE>

<TABLE>
<CAPTION>

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

                                CONSOLIDATED STATEMENTS OF CASH FLOWS
           (Information relating to the three month periods ended March 31, 1999 and 2000 is unaudited)

                                                                                          Three Months Ended
                                                                                               March 31,
                                                                                        ----------------------
                                                                                        2000              1999
<S>                                                                               <C>                   <C>
Cash flow from operating activities
   Net loss for the period...................................................     $   (2,380)           $(2,583)

Adjustments to reconcile net loss to cash used in operations
     Amortization and depreciation ..........................................            501              2,176
     Changes in assets and liabilities
       In accounts receivable ...............................................             25                (59)
       In accounts payable ..................................................            306                138
       In other assets ......................................................           --                   11
       In accrued liabilities ...............................................             91                 23
                                                                                     -------            -------
       Total adjustments ....................................................            873              2,289
                                                                                     -------            -------
         Net cash used in operating activities ..............................         (1,507)              (294)
                                                                                     -------            -------

Cash flow from investing activities
   Increase in capital assets ...............................................            (93)              (123)
                                                                                     -------            -------
            Net cash used in investing activities ...........................            (93)              (123)
                                                                                     -------            -------

Cash flow from financing activities
   Payments on line-of-credit ...............................................           (195)              --
   Proceeds (payments) from longterm debt ...................................              6                 (9)
   Proceeds from issuance of share capital ..................................          2,474               --
   Advances from related companies ..........................................             80                478
   Change in Deferred Rent Liability ........................................              3                 (2)
                                                                                     -------            -------
            Net cash from financing activities ..............................          2,368                467
                                                                                     -------            -------

Effect of foreign currency translation on cash ..............................            (66)               (28)
                                                                                     -------            -------

Net increase in cash ........................................................            702                 22

Cash, beginning of period ...................................................             16                113
                                                                                     -------            -------

Cash, end of period..........................................................     $      718            $   135
                                                                                     =======            =======
</TABLE>

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

                                        5


<PAGE>

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


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Information as of and relating to the nine month periods ended
                     March 31, 1999 and 2000, is unaudited)

1.    Description of Business

     Telemetrix Inc. and its  subsidiaries  (collectively,  the "Company") offer
wireless paging service, PCS service,  telemetry systems,  hardware and software
and communications  software and technology to  telecommunications  carriers and
other  businesses.  Telemetry  involves  the  use of  remote  devices  for  data
collection and analysis.  For example,  a telemetry  device in a vending machine
can transmit the amount of cash receipts and a nightly  inventory to the owner's
monitoring  computer.  The owner can then decide  whether to refill the machine,
order  more  products  and add that  vending  machine  to the  delivery  truck's
itinerary.   Telemetry  thus  requires   measurement  and  transceiver  devices,
transmission   services,   central  control  devices  and  management  software.
Businesses requiring telemetry  applications  include electric utilities,  alarm
companies and vending machine operations.  Telecommunications  carriers, such as
Personal  Communications  Services  ("PCS")  carriers can use our  technology to
provide transmission  services for Telemetry Users. With widespread coverage and
easy mobility, wireless telecommunications are especially suitable for telemetry
applications. Wireless telemetry thus presents a new and potentially significant
market for wireless communication service providers.

     The Company was formed  through a series of corporate  combinations  during
1999 involving  Arnox  Corporation (an inactive  public  corporation)  and three
private corporations:

     o    On  January  2,  1999,  Telemetrix  Resource  Group  Inc.,  a Colorado
          corporation  ("TRG--USA"),  acquired Telemetrix Resource Group Limited
          ("TRG--Canada"), a Nova Scotia corporation from Hartford Holdings Ltd.
          ("HHL", TRG--Canada's sole shareholder),  pursuant to a share exchange
          and plan of reorganization.

     o    On March 22,  1999,  Arnox,  TRG--USA and Tracy  Corporation  II d/b/a
          Western Total Communication  ("WTC") executed a Plan of Reorganization
          for   a   share   exchange   and   reorganization   transaction   (the
          "Combination").

     o    On April 5, 1999, the first phase of the Combination occurred, whereby
          Arnox  acquired  100% of the issued and  outstanding  common shares of
          TRG--USA in exchange for 6,127,200 shares of Arnox's common stock.

     o    On September 22, 1999, the Combination's  final phase closed,  whereby
          the Company acquired 100% of the issued and outstanding  common shares
          of WTC in exchange for 5,372,800 shares of Arnox's common stock.



                                        6

<PAGE>

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

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
        (Information as of and relating to the three month periods ended
                     March 31, 1999 and 2000, is unaudited)


Through the Combination, the stockholders of WTC and TRG USA received a total of
11,500,000  shares  of Arnox  common  stock  (approximately  90%) and  therefore
acquired control of Arnox.

After the  Combination,  the  companies  changed  their  names to reflect  their
complementary businesses:

     --   Arnox became Telemetrix Inc.  ("Telemetrix";  "Arnox";  we use "Arnox"
          and "Telemetrix" for activities  before and after,  respectively,  the
          Combination);
     --   TRGUS will become Telemetrix Solutions Ltd. (" Telemetrix  Solutions";
          for the collective  activities of both TRGUS and  TRG--Canada,  we use
          "TRG" and "TSI" for  activities  before and after,  respectively,  the
          Combination);
     --   WTC  will  become   Telemetrix   Technologies   Inc.   ("   Telemetrix
          Technologies";   we  use  "WTC"  and  "Telemetrix   Technologies"  for
          activities before and after, respectively, the Combination).

          Arnox was inactive  prior to the  acquisition of TRG on April 5, 1999.
     As a result of the Combination,  Arnox's  historical  financial  statements
     become those of TRG--Canada,  as TRG--Canada's  operations were the ongoing
     operations  of the  combined  companies  (Arnox,  TRG--USA &  TRG--Canada).
     Consequently, TRG--Canada is treated as the "predecessor" to Telemetrix.

          Except for the  acquisition  of WTC, all  transactions  comprising the
     Combination were accounted for as reverse  acquisitions and no goodwill was
     recorded.  Arnox's assets were recorded at carryover  basis and no goodwill
     was  recorded  on the  transaction.  The  Company  accounted  for  the  WTC
     acquisition as a purchase at fair value, these financial statements include
     the activity of WTC only from the  acquisition  date (i.e.,  from September
     22-30, 1999).

2.   Basis of Presentation of Interim Information

     The consolidated unaudited financial statements for March 31, 2000, include
     the accounts of Telemetrix Inc. (the parent  company) and its  wholly-owned
     subsidiaries  (TSI and  Telemetrix  Technologies),  while the  consolidated
     unaudited  financial  statements  for  March  31,  1999,  include  only the
     activities of TRG because the Company  accounted for the TRG combination as
     a continuation of interest.

     The results for the three months ended March 31, 2000,  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 1999
     Annual Report on SEC Form 10-KSB filed with the U.S.  Securities & Exchange
     Commission.

                                        7

<PAGE>
                                 TELEMETRIX INC.

                          (Commission File No. 0-14724)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
        (Information as of and relating to the three month periods ended
                     March 31, 1999 and 2000, is unaudited)


     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,  2000,  and the  results  from
     operations  for the three months  ended March 31, 2000,  and the cash flows
     for the three months ended March 31, 2000.

3.   Related Party Transactions

          HHL,  the  Company's  largest  shareholder,   also  controls  Mondetta
     Telecommunications  Inc.,  Web  CCB  Systems  Inc.,  The  Becker  Group  of
     Companies and Telemetrix Software Factory Inc.  (collectively,  "Affiliated
     Companies"). The Company advanced funds to certain Affiliated Companies and
     borrowed funds from HHL and other Affiliated Companies.

         Due from Related Companies
               Mondetta Telecommunications Inc............. $    32,000
               Web CCB Systems Inc.........................      22,000
               Tracy Broadcasting Company..................      26,000
               Telemetrix Software Factory.................      18,000
                                                             ----------
                                                            $    98,000
                                                             ==========
         Due to Related Companies
               Becker Group of Companies................... $  (354,000)
                                                             ----------
                                                            $  (354,000)
                                                             ==========

          The amounts due from related  companies are  non-interest  bearing and
     due on  demand.  The  amounts  due to related  companies  are due on demand
     bearing interest at US prime.

          HHL is the Parent of WEB, BGC, and Telemetrix  Software  Factory Inc.,
     while Mondetta is controlled by a relative of HHL's sole shareholder.

          The Company has a note  receivable  from the Software  Factory,  which
     matured May 1999. The outstanding  balance at March 31, 2000, was $348,000.
     The note accrues 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. The note is being renegotiated in order for HHL to assume the
     note and allow the Company to offset its note payable to HHL.

                                        8

<PAGE>

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

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
        (Information as of and relating to the three month periods ended
                     March 31, 1999 and 2000, is unaudited)


4.   Commitments & Contingencies

          The Company  contracted  with a vendor for research and development of
     software  to be used  in the  Company's  telemetry  technology.  The  total
     contract  amount was $500,000 and is payable as certain  milestones  in the
     project are completed. During the quarter ended March 31, 2000, the Company
     paid  $65,000 to the  vendor.  The  balance is due upon  completion  of the
     software.

          Manufacturing  Design Agreements.  The Company contracted with a third
     party  for  manufacturing  design  and  implementation  to be  used  in the
     Company's  telemetry  technology.  At  March  31,  2000,  the  Company  had
     committed to pay $1,529,000,  and had paid a total of $687,000. The balance
     is due upon completion of certain milestones.

          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 2 employment contracts.
     These  contracts  indicate  that options to purchase  75,000  shares of the
     Company's  common  stock were  granted at an  exercise  price of $5.  Legal
     counsel is currently reviewing these contracts.

5.   Private Placement

          During the quarter  ended  March 31,  2000,  the Company  successfully
     completed a private  placement of common stock. The Company sold 101 Units,
     each Unit  consisting  of 12,500  shares of  Telemetrix  common stock and a
     warrant  to  purchase  6,250  shares  of  Telemetrix   common  stock,   for
     approximately  $2.5  million.  The  Company  will use  proceeds of the this
     private placement for pre-manufacturing  design,  manufacturing and working
     capital for the Company.

6.    Subsequent Events

          Subsequent  to the close of the quarter  the Company  drew down on its
     line of credit with Valley Bank,  Scottsbluff  Nebraska,  for approximately
     $200,000. The funds will be used for the continuation of the development of
     the T3000 technology.



                                       9

<PAGE>

                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
    Quarterly Report on SEC Form 10-QSB for the Quarter ended March 31, 2000




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 forwardlooking 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.  We offer  solutions  for wireless  telemetry  and  telecommunications
services to businesses and  telecommunications  carriers,  particularly wireless
Personal  Communications  Services ("PCS"). We are developing the T3000 wireless
telemetry  product for data  collection,  system  monitoring,  distribution  and
billing.  The  T3000  can be used in a wide  variety  of  applications,  such as
automatic utility meter reading, home security,  home health alarms,  monitoring
vending machines and other specialty applications.  Our T3000 wireless telemetry
system includes  equipment (e.g.,  the COMM Center and Optical Reader),  network
monitoring services, billing and other support services. We will provide each of
these  components  of the T3000.  We also  provide  wireless  telecommunications
services over our wireless  communications  network (the "WTC  Network"),  which
includes two separate  wireless  communication  networks and the total  coverage
area  encompasses  portions of western Nebraska and  southeastern  Wyoming.  Our
Service  Bureau  located in Toronto  provides  billing and  customer  management
services for long distance carriers. Our operations  consequently will encompass
research  &  development,  product  design,  manufacturing,   telecommunications
services  and  carrier  support  services.   Management  recently  reviewed  the
Company's  business  plan,  decided  to focus on the T3000 and  consequently  is
downsizing the Service Bureau.

         We  entered  the   telecommunications   industry  through  a  corporate
combination  ("Combination")  between  Arnox  Corporation,  Telemetrix  Resource
Group,  Inc.  ("TRG",  now  renamed  Telemetrix  Solutions,  Inc.)  and Tracy II
Corporation d/b/a Western Total Communications  ("WTC", to be renamed Telemetrix
Technologies  Inc.) See "Corporate  History".  Before the Combination  (when the
companies operated  separately),  the only significant business activity was the
WTC paging operations.  Otherwise,  Arnox was inactive,  WTC was inventing T3000
and TRG was just  commencing  operations.  At this early  stage for the  various
businesses,  these  constituent  companies  spent  over $30  million  to acquire
products and equipment  (billing support Software,  the T3000 technology and PCS
Licenses)  and then to refine and ready  those  products  for sale.  Funding for
these   development   activities   was  provided  by  the  Company's   principal
stockholders  through  loans  ($5.4  million)  and equity  contributions  ($25.5
million).  As TRG launched its services,  it incurred additional costs to set up
corporate infrastructure and hire operations staff. Since our Company,  products
and  services  are  innovative  and  relatively   unknown,   we  are  conducting
"missionary"  marketing to create  awareness of our products and  services.  The
Service Bureau has commenced  regular  operations,  but the T3000 system and our
other wireless communications services require further development.

                                       10

<PAGE>

                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
    Quarterly Report on SEC Form 10-QSB for the Quarter ended March 31, 2000


     T3000.  Telemetrix's  immediate objective is getting T3000 into production.
We are beta-testing the T3000 in western  Nebraska,  and integrating the devices
with the controlling  software. We also are modifying the product to integrate a
GSMPCS  radio  into the  system  as a  module  and to add the  "Subscriber  Line
Interface" for interconnecting the GSMPCS radio with household telephony wiring.
Prototypes  for  the   beta-testing  use   off-the-shelf   GSMPCS  handsets  and
manuallyproduced  circuitry  components and customized  connecting cables. After
completing testing and software  integration,  we must obtain the necessary type
approvals,  acceptances and  certifications,  such as FCC  certification  of the
radio module, and demonstrate compliance with various technical standards (e.g.,
GSM, UL, ITU, ANSI). Then we must develop the  manufacturing  process and obtain
components; constraints imposed by the manufacturing process and availability of
components  may require  further  modification  of the T3000.  We estimate  that
bringing T3000 to market will require  approximately $6.4 million:  $1.7 million
for product  development (both internal and by third parties),  $1.0 million for
technology licensing,  $1.0 million for manufacturing,  $0.9 million for testing
and  certification  and $2.0 million for working capital.  We hope to obtain FCC
and GSM  certification in mid 2000, build initial  production units in July 2000
and commence  volume  production of T3000 units in August 2000.  This  schedule,
illustrated  below,  depends upon successfully  completing testing and obtaining
the necessary manufacturing contracts.

<TABLE>
<CAPTION>

<S>      <C>      <C>      <C>     <C>     <C>      <C>      <C>       <C>         <C>
                                      2000
Jan.     Feb.     March    April   May      June     July     August      Sept.      Oct.
| |                     |               ||             |        |
| |                     |               ||             |        |
| --Beta-testing on WTC Network         ||             |        ---Begin volume production
|                                       ||             |--Build first production units.
 ---Software integration & development--||
                                         |--FCC/GSM certification.
</TABLE>

     After initial deployment, T3000 development will focus on integrating other
wireless  technologies  (CDMA,  TDMA, Local Multipoint  Distribution  System and
satellite)  to expand the coverage  both in North  America and around the world.
Future T3000  enhancements  will provide utility companies with flexible billing
solutions and features  such as customer  energy use profiling and targeted load
shedding.

     We have a letter  of intent to deploy  T3000  over the  southwest  Colorado
wireless  network  being  installed  by  REAnet.  REAnet  is owned by two  rural
electric  cooperatives,  who serve  approximately  45,000  customers in the Four
Corners region (the intersection of Colorado,  New Mexico, Arizona and Utah). We
also have  offered to deploy  T3000 on a proposed  PCS Network in  Manitoba  and
Saskatchewan, Canada.

     Wireless Services. Our wireless  communications  services currently consist
of paging  operations  in  Nebraska  and  Wyoming  over the WTC  Network.  These
operations  (paging  services  plus  equipment  sales,  rentals and repairs) now

                                       11

<PAGE>

                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
    Quarterly Report on SEC Form 10-QSB for the Quarter ended March 31, 2000


generate  approximately  $30,000  in  monthly  revenue.  Prior to 1997,  monthly
revenue was approximately $40,000, but WTC has concentrated on developing T3000,
which  sharply  curtailed  marketing  of the  paging  operations,  which in turn
resulted in lower revenue.  Also, the market  penetration and decreasing cost of
cellular service has affected the paging industry. 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.  Testing is underway,  and we hope to commence
commercial PCS operations in mid to late 2000.

     Service  Bureau.  TRG  acquired  its TRACCS  software in April 1998 and the
Intro CCB software in June 1998,  and  completed  development  of that  software
(collectively,  "Billing  Software") in third  quarter  1998.  TRG began Service
Bureau customer care operations (where TRG performs customer management services
for  long  distance  carrier   customers)  in  late  1998.  For  Service  Bureau
activities, we expect to charge a fee of 3%-5% of the customer's annual revenue,
lower than the  customary  4%-6% fee for  telecommunications  billing  services.
However,  we are  deemphasizing  the  Service  Bureau,  so its  activities  will
diminish during the next few quarters.

     TeleHub  Communications  Corporation  ("TeleHub"),   an  affiliate  of  our
principal  shareholder,  hired us to help them design their billing and customer
care  systems;  during  1998 and 1999,  we  billed  TeleHub  approximately  $1.3
million.  We also had  executed a letter of intent to license  TRACCS to TeleHub
for  approximately  $2.5  million and  received a $250,000  deposit for the site
license;  however,  in August  1999,  TeleHub  decided not to acquire the TRACCS
license.  We applied the  $250,000  deposit  against  billing  services  that we
rendered to TeleHub; those billing services would have been included in the site
license. On October 27, 1999, a TeleHub subsidiary petitioned for reorganization
under the U.S.  Bankruptcy  Code. At that time, the subsidiary  owed the Company
approximately   $606,000  for  billing  and  consulting   services.   Given  the
preliminary  stage of this  bankruptcy  case,  the Company has  reserved for the
entire  amount owed.  Until  completion  of this  bankruptcy  case,  we will not
receive any payment.

DESCRIPTION OF FINANCIAL COMPONENTS

Revenue  and Cost of Sales:  The  following  chart  summarizes  the  anticipated
components of revenue and the associated cost of sales (excluding  depreciation)
from our proposed operations:

<TABLE>
<CAPTION>
Activity                        Revenue Source              Costs of Sales (excluding depreciation)
--------                        --------------              --------------------------------------
<S>                            <C>                        <C>
Service Bureau                   Service Bureau               Compensation for Service
                                 Consulting income            Representatives & fulfillment charges.

Wireless telecommunications      PCS Services                 Carrier settlements for airtime charges
                                 Equipment sales              Equipment costs



                                       12

<PAGE>


                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
    Quarterly Report on SEC Form 10-QSB for the Quarter ended March 31, 2000
<CAPTION>

Wireless Telemetry               Licensing T3000               Manufacturing costs; license fees
                                 T3000 Equipment sales         Manufacturing costs; license fees
                                 T3000 software sales          License fees
</TABLE>
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,  then sales & marketing expenses substantially  increase,
while research & development,  preproduction  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 research & development,  pre- production  manufacturing
and expands our operations.

     Research  &  Development.   Our  research  &  development  activities  will
     principally  focus on completing  T3000 for release in July 2000. We expect
     research &  development  always will  constitute  a  significant  operating
     expense  because we must  continually  enhance and upgrade our products and
     services.  For example,  we must enhance T3000 to integrate  other wireless
     technologies  such as TDMA and CDMA.  We expect to spend about $2.4 million
     for research and development costs.

     Capital   Expenditures.   The  Service  Bureau  has   volumebased   capital
     requirements  and as this business grows the Company will have to invest in
     larger  computers and more service  representatives  to support the growth.
     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). We estimate that deployment of the T--NOC could require a
     total of $2.6 million; we also are exploring potential  outsourcing for the
     T--NOC.

     Licensing. 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. Our current license fees include a lump sum payment to Plextek
     Inc.  for the right to use their GSM PCS 1900 radio  design and a recurring
     license to The  Technology  Partnership  ("TTP") to use their GSM  protocol
     software in that embedded radio. 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.  The  Service  Bureau  uses  several IBM AS/400
     computers  and  smaller PC based  computing  systems,  which  will  require
     periodic  maintenance  fees and upgrade  license  fees.  We expect to spend
     about $825,000 for licensing costs.

     Pre-Production.  Pre-production  costs  include  certification  by the FCC,
     Underwriters  Laboratory,  Canadian Standards  Association  ("CSA") and GSM
     standards  organizations,  to prove  that our T3000  device  complies  with
     electronic  emissions,  safety and  system  interoperability  standards.  A
     principal   pre-production  expense  are  the  costs  incurred  to  develop

                                       13

<PAGE>


                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
    Quarterly Report on SEC Form 10-QSB for the Quarter ended March 31, 2000


     manufacturing  processes and custom test equipment,  as well as the cost of
     customized manufacturing test equipment for radio components.  We expect to
     spend about $900,000 for pre-production and compliance testing costs.

     Sales  &  Marketing.  Sales  &  Marketing  expenses  include  salaries  and
     commissions  for sales  staff,  trade show  expenses,  consulting  fees and
     advertising.  Since our Company,  products and services are  innovative and
     relatively unknown, we must conduct considerable  "missionary" marketing to
     create  awareness of our products and  services.  Similarly,  we will incur
     high  initial   marketing   expenses  when  addressing  new  categories  of
     customers;  for example,  when we expand the Service Bureau's target market
     from smaller carriers to LECs and utility  companies.  Such missionary work
     will entail significant  initial marketing costs. We anticipate lower sales
     volumes for 6-12 months  before our "missionary"  work takes root and sales
     reach "regular" levels.

     Manufacturing. The largest manufacturing expense will be carrying inventory
     on the T3000 units.  Since T3000 will include  some  customized  components
     (such as Integrated Circuits),  we must commit to large volume purchases to
     ensure  timely  delivery and to lower  costs.  In a similar  manner,  large
     production  runs  avoid  multiple  setup  charges  and  therefore  are more
     economical, especially since third parties will manufacture the T3000 units
     for us. We anticipate  building to inventory rather than building to actual
     orders, which should satisfy our shipping commitments while stabilizing the
     demand on our  manufacturer.  We will  maintain  an  inventory  of finished
     products to ensure a reliable flow of T3000 units to  customers.  We expect
     to spend about $3.6 million for  inventory  costs during the second year of
     T3000 sales.

     General &  Administrative.  General  &  administrative  expenses  primarily
     consist of salaries and related expenses of management,  support personnel,
     occupancy fees,  professional fees,  noncapitalized research & development,
     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.

Depreciation and  Amortization.  These noncash expenses include  depreciation of
tangible property, networks and equipment plus amortization of intangible assets
(such as FCC Licenses and patents) and goodwill.  The goodwill resulted from our
acquisition of WTC and therefore should not increase. Depreciation will increase
due to the  increase  in  capital  equipment  needed for the  network  operation
centers.

Interest  Expense.  Interest expense includes  interest  incurred from debt. Our
principal  interest  expense results from amounts we borrowed from our principal
shareholder, which incur interest at annual rates ranging from 7.5% to 8%.


                                       14

<PAGE>

                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
    Quarterly Report on SEC Form 10-QSB for the Quarter ended March 31, 2000


RESULTS OF OPERATIONS

Quarter ended March 31, 2000, compared to Quarter ended March 31, 1999

     During the quarter ended March 31, 2000  ("Recent  Period") our prime focus
was manufacturing design, testing and pre-production  manufacturing of the T3000
technology.  With our  decision  to focus on the T3000,  we are  downsizing  the
Service  Bureau  operations.  During the quarter  ended  March 31, 1999  ("Prior
Period"),  TRG began initial  marketing of Billing Software licenses and Service
Bureau operations.  All significant intercompany  transactions and balances have
been eliminated.

     The  following  discussion  contains only minimal  comparisons  between the
Recent Period and Prior Period.  The financial  statements  for the Prior Period
include only TRG because WTC was not acquired until September 1999; however, the
financial  statements  for  the  Recent  Period  include  Telemetrix,   TSI  and
Telemetrix  Technologies.  Since the Prior Period did not include any operations
of WTC, the results of operations  for the Recent  Period are not  comparable to
the Prior  Period.  We expect  that this  situation  will  continue  until first
quarter 2001, when both periods being compared will contain WTC's operations.

     Revenue  totaled  $181,000  during the Recent Period,  compared to $458,000
during the Prior  Period.  During the Recent  Period,  we received  $74,000 from
equipment sales and rentals, and $107,000 from Service Bureau clients. We expect
revenue to increase substantially over the next 12 to 18 months as we launch the
T3000 system.

     Operating  expenses  were $2.4  million  during  the Recent  Period.  These
expenses are primarily due to design and  pre-manufacturing  costs for the T3000
technology,  marketing and sales expense for the T3000 and the operations of the
Service Bureau.

          Costs of Revenue  were  approximately  $62,000 for the Recent  Period.
     These expenses primarily consist of salaries and wages for the sales staff.

          Research & Development  expenses were  approximately  $1.0 million for
     the Recent  Period.  The primary  component of this expense is the $687,000
     paid  to  an   outside   company   for   the   manufacturing   design   and
     pre-manufacturing  setup  costs for the T3000  project.  Additionally,  two
     other  companies  were paid for software  licensing and  development of the
     wireless GSM-related technology used by the T3000. We expect licensing fees
     to increase when we commence  producing  and selling the T3000.  Research &
     development  expenses  will  continue  to be  substantial  until  the third
     quarter of 2000.

          Manufacturing  expenses were not incurred  during the Recent Period or
     the Prior Period.  We will start incurring  manufacturing  expenses for the
     T3000 in the second quarter of 2000.

     Selling, General & Administrative expenses were $1.3 million for the Recent
Period, principally for salary and other administrative expenses for the Service
Bureau and  Telemetrix  Technologies  operations.  SG&A  expenses  also  include
marketing  costs for the T3000.  The $2.9  million  SG&A  expenses for the Prior


                                       15

<PAGE>

                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
    Quarterly Report on SEC Form 10-QSB for the Quarter ended March 31, 2000


Period  were  primarily  salaries  in the  Service  Bureau  operations  and  the
amortization of the billing software (which was written-off in late 1999).

     Depreciation and  Amortization  expense was $501,000 for the Recent Period,
which represents depreciation for capital equipment and amortization of Goodwill
resulting from our  acquisition of WTC as well as patents held by WTC. The Prior
Period's  $2.2 million of  depreciation  and  amortization  expense  essentially
represents the amortization for the TRACCS Billing  Software.  Since we impaired
the  remaining  value of that software  during fourth  quarter 1999, we will not
incur further amortization expense for that software.

     Interest  expense  was  $139,000  for  the  Recent  Period.   This  expense
represents  primarily the interest  charges on related party loans,  principally
the loans from HHL.  Interest  expense for the Prior Period was  $32,000,  which
also was interest on loans from HHL.

     Net loss. We reported a net loss of $2.4 million for the Recent Period. The
principal  component of this net loss was the research and  development  expense
related to the T3000  technology  development as well as operating costs for the
Service Bureau and Telemetrix  Technologies  operations.  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.  Accordingly,  we recorded a
valuation allowance against its total net deferred tax assets.

LIQUIDITY AND CAPITAL RESOURCES.  TRG's principal stockholders have financed our
activities through loans  (approximately $7.2 million) and equity  contributions
($36.0 million).  The Service Bureau  operations have also provided some funding
for operations and development.  During the Recent Period,  we used $1.5 million
in cash for operations,  primarily for research and development. We used $93,000
of cash for  investment  purposes  primarily  to  develop  WTC's PCS  network in
western Nebraska. During the Recent Period we generated cash flow from financing
activities of $2.4  million.  During the Recent  Period,  we completed a private
placement of Shares that raised proceeds of $2.5 million, which we are using for
developing  the  T3000  technology  and for  working  capital.  We  must  obtain
additional financing in order to fund our operations and would require even more
financing if we fail to operate within the planned operational budget or fail to
obtain revenue from operations.  We are pursuing  additional lines of credit and
other debt financing.  No assurance can be given that additional  financing will
be available or that such funds would be available on acceptable terms or in the
amounts or time periods we require.


                                       16

<PAGE>

                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
    Quarterly Report on SEC Form 10-QSB for the Quarter ended March 31, 2000


FUNDING   REQUIREMENTS.   In  order  to  pay  operating   expenses  and  achieve
selfsustaining  operations,  we expect to require substantial funding during the
next two years of approximately $25.0 - $30.0 million. We will need funds for:

          Research and Development projects include completing the T3000 system,
     particularly a tightly coupled billing solution for the utility markets and
     the  integration  of other PCS radio  technologies  to expand the potential
     markets  for  the  T3000  product.   We  estimate  that  our  research  and
     development activity over the next two years will require $2.4 million.

          Working Capital.  As demand for the T3000 product grows, we must build
     an inventory of equipment  to allow for load  balancing  the  manufacturing
     demand while maintaining a short delivery period.  This inventory will also
     serve as a supply of spare units to cover  immediate  shipment for warranty
     purposes.  We will also need working capital  (between $10-$15 million) for
     developing our corporate infrastructure and paying T3000 marketing costs.

          Manufacturing  capacity.  Projected  demand growth of T3000 units will
     require additional  manufacturing  capacity.  We expect to contract with an
     outside  vendor for the  manufacturing  of the  hardware,  licensing of the
     software and the compliance testing, at an expected cost of $7.0 million.

          T3000 Network Operation Center.  Capital will be required to equip 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).  We estimate that  deployment of the T--NOC will require
     $2.6 million; we also are exploring potential outsourcing for the T--NOC.

          Repay Loans from Related Parties.  We plan to repay loans from related
     parties as soon as  sufficient  funding  becomes  available.  The  expected
     amount of loans that will be repaid is $3.0 million.

YEAR 2000 READINESS.  The term "Year 2000 Issue" generally describes the various
problems that might result from improper  processing of dates and  datesensitive
calculations  involving  dates in the Year 2000 and beyond.  Such problems might
cause system failures or  miscalculations  and thereby disrupt  operations,  for
example,  temporary inability to process  transactions,  to send invoices, or to
engage in other  normal  business  activities.  Year 2000 Issues could affect us
through the Year 2000  incompatibility of our own computer systems and equipment
as well as the Year 2000  incompatibility  of third  parties,  such as  vendors,
suppliers or customers.  We have not yet encountered any Year 2000 problems,  we
do not expect to incur significant  expenditures to resolve Year 2000 Issues and
we have allocated sufficient resources for remediating any Year 2000 issues.


                                       17

<PAGE>

                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
    Quarterly Report on SEC Form 10-QSB for the Quarter ended March 31, 2000


                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

          There are no pending legal proceedings against Registrant.


Item 2.   Changes in Securities and Use of Proceeds.

     (a)  Not Applicable.

     (b)  Not Applicable.

     (c)  Issuance of Unregistered  Securities.  The following  tables summarize
          all  securities  that we issued or sold during the quarter ended March
          31, 2000, in unregistered offerings:

<TABLE>
<CAPTION>
                                                                                                       Deemed Per
            Date       Title of Security        Amount           Class of Purchaser        Exemption   Share Price       Proceeds
            ----       -----------------        ------           ------------------        ---------   -----------       --------
<S>                   <C>                     <C>               <C>                       <C>         <C>
          3/31/00      Common Stock(1)         1,250,000         Accredited Investors      Rule 506     $2.00(2)        $2,500,000
          3/31/00      Warrants(1)               625,000         Accredited Investors      Rule 506     $3.00(3)            (4)
          3/31/00      Common Stock(5)            61,250         Accredited Investors      Rule 506     $2.00               (5)
          3/31/00      Warrants(5)                30,625         Accredited Investors      Rule 506     $3.00(3)            (6)
          3/31/00      Warrants(5)                 8,750         Accredited Investors      Rule 506     $2.00(3)            (6)
          --------------------
</TABLE>

          (1)  Sold in Private Placement of Units consisting o 12,500 Shares and
               a Warrant to purchase  6,250  Shares.  The Company paid  finders'
               fees of $106,250 in cash, plus 61,250 shares of common stock plus
               warrants to purchase 39,375 shares of common stock (see note 5).
          (2)  The $2 per share price was set on January 3, 2000,  which was the
               highest  trading price for the Common Stock during December 1999.
          (3)  Warrant Exercise Price.
          (4)  Issued  as  part  of the  Units,  so no  cash  consideration  was
               received specifically for these Warrants.
          (5)  Issued as finders'  fees for the Private  Placement  described in
               note 1.
          (6)  Issued as finders'  fees, so no cash  consideration  was received
               specifically for these Warrants.

     (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.


                                       18

<PAGE>

                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
    Quarterly Report on SEC Form 10-QSB for the Quarter ended March 31, 2000



Item 5.   Other Information

          None.


Item 6.   Exhibits and Reports on Form 8K.

     (a)  Exhibits.

          (27) Financial Data Schedules.

     (b)  Reports  on Form 8K.  On March 8,  2000,  Registrant  filed a  Current
          Report on SEC Form 8K reporting:

               Item 4: Changes in the Company's Certifying Accountants
                       (see Item 8 above).

          This Report was amended March 21, 2000, and further  amended April 20,
          2000,  to include  the  comment  letters  from the  former  certifying
          accountants ("Auditors").

               As  explained  in the March 8 report,  during the two most recent
          fiscal years and subsequent  interim  periods  preceding the change in
          Auditors,  the Company and the former Auditors did not disagree on any
          matter of  accounting  principle  or  practices,  financial  statement
          disclosure,  or auditing scope or procedure that would have caused the
          former Auditors to refer to the subject matter of the  disagreement(s)
          in connection with their report.  The former Auditors'  reports on the
          financial  statements  of  Arnox,  TRG and WTC for the past two  years
          contained  only a  modification  of their  opinion as to the Company's
          ability to  continue  as a "going  concern".  The  Company  previously
          reported the change in Auditors on SEC Form 8K and requested  comments
          from the former Auditors.  In their letters  addressed to the SEC, the
          former Auditors did not disagree with the Company's disclosure.




                                       19

<PAGE>


                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
    Quarterly Report on SEC Form 10-QSB for the Quarter ended March 31, 2000


                                   SIGNATURES

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

                      TELEMETRIX INC., a Delaware corporation


May 19, 2000          By:    /s/ JAMES DOYLE
                           ----------------------------------------------------
                           James Doyle
                           Signing for Registrant and as Chief Financial Officer



















                                       20
<PAGE>


                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
    Quarterly Report on SEC Form 10-QSB for the Quarter ended March 31, 2000



               INDEX TO EXHIBITS FILED WITH THIS QUARTERLY REPORT

                                                                         Exhibit
Exhibit                                                                     Page
-------                                                                  -------

(27)  Data Schedule.......................................................   2