# UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

# FORM
10-QSB

|[X] |  | Quarterly
report under Section 13 or 15 (d) of the Securities Exchange Act of  1934 for the
quarterly period ended March 31, 2005
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------

|[  ] |  | Transition report under Section 13 or 15 9d) of the Exchange Act for the Transition
Period from ____________ to  _______________.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------

COMMISSION
FILE NUMBER 000-14724

TELEMETRIX
INC.
(Name of small business issuer in its charter)

|DELAWARE                          | 470830931
|--------------------------------- | ---------
|(State or other jurisdiction      |          
|of incorporation or organization) |          

7105 La Vista Place,
Suite 100, Longmont, CO 80503
(Address of principal executive offices) (Zip Code)

(303)
652-3279
(Registrants telephone number, including area code)

1225 Sage Street, Gering, Nebraska 69341
(Former name, former address and former fiscal year, if changed since last report)

Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes  [   ]   No  [X]

Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes  [   ]   No  [X]

APPLIABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGSDURING THE PRECEEDING FIVE
YEARS

Check whether
the registrant filed all documents and reports required to be filed by Section 12, 13 or
15(d) of  the Exchange Act after the distribution of securities under a plan confirmed by
a court.Yes  [   ]   No  [   ]

APPLICABLE
ONLY TO CORPORATE ISSUERS

State
the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date. 24,999,682 shares of common stock
outstanding as of January 23, 2006.

Transitional
Small Business Disclosure Format (Check one):   Yes  [   ]   No  [X]

---

TELEMETRIX
INC.INDEX

|           |  |                                                            
|---------- |  | -----------------------------------------------------------
|PART I     |  | FINANCIAL INFORMATION                                      
|Item 1     |  | Financial Statements                                       
|           |  | Consolidated Balance Sheet as of March 31, 2005 (unaudited)
|           |  | Consolidated Statement of Operations for the               
|           |  | Three Months Ended March 31, 2005 and 2004 (unaudited)     
|           |  | Consolidated Statement of Cash Flows for the               
|           |  | Three Months Ended March 31, 2005 and 2004 (unaudited)     
|           |  | Notes to Consolidated Financial Statements                 
|Item 2     |  | Managements Discussion and Analysis of Financial Condition
|           |  | and Plan of Operations                                     
|Item 3     |  | Control and Procedures                                     
|PART II    |  | OTHER INFORMATION                                          
|Item 1     |  | Legal Proceedings                                          
|Item 2     |  | Unregistered Sale of Equity Securities and Use of Proceeds 
|Item 3     |  | Defaults Upon Senior Securities                            
|Item 4     |  | Submission of Matters to a Vote of Securities Holders      
|Item 5     |  | Other Information                                          
|Item 6     |  | Exhibits and Reports on form 8-K                           
|SIGNATURES |  |                                                            

2

---

PART I   
FINANCIAL INFORMATION

Item 1.  
Financial Statements

Telemetrix,
Inc.Consolidated Balance SheetMarch 31, 2005(Unaudited)

|                                                              | 
|------------------------------------------------------------- | 
|Assets                                                        | 
|Current assets:                                               | 
|Cash                                                          | 
|Accounts receivable                                           | 
|Other current assets                                          | 
|                                                              | 
|Total current assets                                          | 
|                                                              | 
|Property and equipment, net                                   | 
|                                                              | 
|Other assets:                                                 | 
|Licenses                                                      | 
|                                                              | 
|Total assets                                                  | 
|                                                              | 
|Liabilities and stockholders (deficit)                       | 
|Current liabilities:                                          | 
|Accounts payable                                              | 
|Accrued expenses                                              | 
|Accounts payable and accrued expenses - affiliates            | 
|Convertible debentures                                        | 
|Notes payable - affiliates                                    | 
|Convertible term debt                                         | 
|Current portion of long-term debt                             | 
|                                                              | 
|Total current liabilities                                     | 
|                                                              | 
|Unissuable common stock - 138,083,686 shares                  | 
|                                                              | 
|Stockholders (deficit):                                      | 
|Preferred stock, $.001 par value, 5,000,000 shares authorized | 
|none issued or outstanding                                    | 
|Preferred stock, series D, $.001 par value, Convertible,      | 
|liquidation preferences $30 per share, 250,000 authorized     | 
|none issued or outstanding                                    | 
|Common stock, $.001 par value,                                | 
|25,000,000 shares authorized,                                 | 
|24,999,682 shares issued and outstanding                      | 
|Paid in capital                                               | 
|Accumulated (deficit)                                         | 
|                                                              | 
|Total stockholders (deficit)                                 | 
|                                                              | 
|Total Liabilities and Stockholders (deficit)                 | 
|                                                              | 

See the
accompanying notes to the consolidated financial statements.

3

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Telemetrix,
Inc.Consolidated Statements of OperationsThree Months Ended March 31,
2005 and 2004(Unaudited)

|                                                         | 2005 | 2004           
|-------------------------------------------------------- | ---- | ---------------
|Revenue:                                                 |      |                
|Pager                                                    |      | $        39,678
|Network services                                         |      | 3,371          
|Other                                                    |      | 47,200         
|                                                         |      |                
|Total Revenue                                            |      | 90,249         
|                                                         |      |                
|Cost of revenue                                          |      | 46,029         
|                                                         |      |                
|Gross margin                                             |      | 44,220         
|                                                         |      |                
|Operating expenses:                                      |     
|Non-cash stock compensation - general and administrative |      | --             
|Selling, general and administrative expenses             |      | 252,476        
|                                                         |      |                
|Total operating expenses                                 |      | 252,476        
|                                                         |      |                
|(Loss) from operations                                   |      | (208,256       
|                                                         |      |                
|Other (income) expense:                                  |     
|Gain on the settlement of debt                           |      | --             
|Interest expense                                         |      | 41,452         
|                                                         |      |                
|Total other expense                                      |      | 41,452         
|                                                         |      |                
|Net (loss)                                               |      | $    (249,708  
|                                                         |      |                
|Per share information - basic and fully diluted:         |     
|Weighted average shares outstanding                      |      | 24,999,682     
|                                                         |      |                
|Net (loss) per share                                     |      | $         (0.01
|                                                         |      |                
|                                                         |     

See the
accompanying notes to the consolidated financial statements.

4

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Telemetrix,
Inc.Consolidated Statements of Cash FlowsFor the Three Months Ended March 31, 2005 and 2004
(Unaudited)

|                                                    | 2005 | 2004          
|--------------------------------------------------- | ---- | --------------
|Net cash provided by (used in) operating activities |      | $(298,758     
|                                                    |      |               
|Cash flows from investing activities:               |     
|Purchase of property and equipment                  |      | --            
|                                                    |      |               
|Net cash (used in) investing activities             |      | --            
|                                                    |      |               
|Cash flows from financing activities:               |     
|Advances from affiliates                            |      | 199,000       
|Proceeds from convertible debt                      |      | 200,000       
|Payments on long-term debt and notes                |      | (46,975       
|                                                    |      |               
|Net cash provided by financing activities           |      | 352,025       
|                                                    |      |               
|Net increase in cash                                |      | 53,267        
|Beginning - cash balance                            |      | 11,646        
|                                                    |      |               
|Ending - cash balance                               |      | $   64,913    
|                                                    |      |               
|Supplemental cash flow information:                 |     
|Cash paid for income taxes                          |      | $           --
|                                                    |      |               
|Cash paid for interest                              |      | $   18,727    
|                                                    |      |               

See the
accompanying notes to the consolidated financial statements.

5

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TELEMETRIX,
INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSMarch 31,
2005(UNAUDITED)

(1)   
Basis of Presentation

The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
(GAAP) for interim financial information and Item 310(b) of Regulation SB. They
do not include all of the information and footnotes for complete financial
statements as required by GAAP. In managements opinion, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation have been included. The results of operations for the periods
presented are not necessarily indicative of the results to be expected for the
full year. For further information, refer to the Companys financial
statements as of December 31, 2004, and for the two years then ended, including
notes thereto included in the Companys Form 10-KSB.

(2)   
Earnings Per Share

The
Company calculates net income (loss) per share as required by SFAS 128,
Earnings per Share. Basic earnings (loss) per share are calculated
by dividing net income (loss) by the weighted average number of common shares
outstanding for the period. Diluted earnings (loss) per share are calculated by
dividing net income (loss) by the weighted average number of common shares and
dilutive common stock equivalents outstanding. During periods when they are
anti-dilutive, common stock equivalents, if any, are not considered in the
computation.

(3)   
Revenue Recognition

The
Company recognizes paging and telemetry revenue, which consists of fees charged
to subscribers, when services are provided. Revenue from the sale of paging
equipment is recognized upon delivery to the customer. The Company recognizes
revenue from network services (switching) which consists of fees for engineering
services, equipment sales and fees for wireless mobile telephone interconnection
(switching) services upon completion of the service or delivery of the
equipment.

(4)   
Property and Equipment

The
Company has pledged substantially all of this property and equipment as
collateral on the notes described in Note 5.

6

---

(5)   
Convertible Debentures

During
October 2003 the Company entered into a funding agreement with a third party
whereby the Company would be able to borrow up to $2,000,000 in the form of
convertible notes. As of December 31, 2003, the Company was advanced an
aggregate of $350,000 pursuant to these demand notes. As of September 30, 2004,
the Company was advanced an aggregate of $1,600,025 pursuant to the funding
agreement. The notes do not bear interest unless in default in which case
interest accrued at the rate of 12% per annum. The notes had a conversion
feature which allowed for conversion into the Companys common shares at
$.04 per share, which the Company suspended because of the dispute described in
Note 8 with TowerGate and Nyssen. This conversion right was reinstated on
November 30, 2004, upon the Company reaching a settlement agreement with
TowerGate and Nyssen and the parties agreed to convert their notes in to
40,000,000 common shares (see Note 7). The difference between $.04 per share
price and the fair market value of the shares at the time of conversion was
$4,399,975 and this amount was charged to non-cash interest during the year
ended December 31, 2004. In the same agreement, a entity related to this third
party investor received 20,000,000 shares of common stock for non-cash stock
compensation for services. The Company recorded a $3,000,000 charge to non-cash
compensation during the year ended December 31, 2004 (see Note 7).

Provided
in the November 30, 2004, agreement, the note holder, its management and
associates will invest an additional $300,000 as follows:

| | $100,000
at $0.02 per share$200,000 at $0.10 per share
| | ------------------------------------------------------

The lender
agreed to convert  $300,000 of these  advances into  7,000,000  shares of the Companys
common stock at  June 30, 2005.  During the period ended March 31, 2005, this lender
advanced the Company $200,000  pursuant to this  agreement.

Also provided
in the November 30, 2004,  agreement,  a related party,  its management and associates
will invest an  additional $300,000 as follows:

| | $200,000
at $0.02 per share$100,000 at $0.10 per share
| | ------------------------------------------------------

The related
party agreed to convert  $300,000 of these  advances  into  11,000,000  shares of the
Companys  common  stock at June 30, 2005.  During the period ended March 31, 2005,
this party advanced the Company $199,000  pursuant  to this agreement.

(6)   
Notes payable - related parties

On February 3,
2003,  the Company  issued a $30,000 term note with  interest at 10% per annum  payable
to a related  party which required three  installment  payments of $10,000 each on March
3, 2003,  April 3, 2003 and May 3, 2003.  The note  provided a penalty  that in the event
a payment  was not  received,  within 5 days of each due date,  the  Company  would be
declared in  default.  The holder of the note would then be entitled to receive  shares
of stock  of the Company at $0.11 per share, for outstanding  principal balance including
interest.  Additionally,  for each  30 days beyond the due date,  additional shares would
be computed at the rate of 1/2 of the initial  conversion rate.  On November 30, 2004,
the related party agreed to convert the note plus $4,757 of accrued  interest into shares
of  stock of the Company,  at par, with the holder to receive  36,175,000 shares of
common stock. The difference in the  share price of $.001 and the fair market  value of
the shares was  $5,391,493  which was charged to non-cash  stock  interest during the
year ended December 31, 2004 (see Note 7).

(7)   
Common Stock

The  Company
has  obligations  to issue common  shares at March 31,  2005,  pursuant to the
conversions  of various  loans and accrued interest, incentive shares, and services as
follows:

7

---

|                      | Shares | Amount     
|--------------------- | ------ | -----------
|Officers salary       |        | 6,479,479  
|Loan incentive shares |        | 6,055,762  
|Conversion of debt    |        | 40,000,000 
|Services              |        | 20,600,000 
|Conversion of related |       
|party debt            |        | 64,948,445 
|                      |        |            
|                      |        | 138,083,686
|                      |        |            

The
stock subscriptions have been reclassified to Unissuable common stock on the
balance sheet as the Company does not have sufficient authorized shares to
affect these issuances.

(8)   
Commitments and Contingencies

Effective
on December 1, 2004, the Company entered into a consulting agreement with a
former officer for a monthly fee of $10,000. The agreement may be cancelled upon
30 days notice by either party.

The
Company has agreed to issue certain common shares to various related parties. As
of March 31, 2005, the Company does not have sufficient authorized shares to
affect these issuances (see Note 5, 6 and 7).

On or
about September 10, 2001, the company filed a Form S-8 Registration Statement
under the Securities Act of 1933 registering 375,000 shares of common stock to
be issued in accordance with a consulting agreement. On September 21, 2001, the
Company issued the 375,000 shares of common stock. The Company received and
acted in reasonable reliance upon legal advice and guidance from legal counsel
at the time regarding the issuance, however, it has been recently advised that
certain investor relations related services that were to be provided are
prohibited under Regulation S-8. As such, the issuance of the 375,000 shares of
common stock may have violated the registration provisions of the federal
securities laws, specifically Section 5 of the Securities Act of 1933.

8

---

(9)   
Going Concern

The
Companys financial statements are presented on a going concern basis,
which contemplates the realization of assets and satisfaction of liabilities in
the normal course of business.

The
Company has experienced significant losses from operations. For the three months
ended March 31, 2005, the Company incurred a net loss of $249,708. In addition,
the Company has an accumulated deficit of $75,867,380 and working capital and
stockholders deficits of $4,705,254 and $23,676,643 at March 31, 2005.

The
Companys ability to continue as a going concern is contingent upon its
ability to expand its service operations secure additional financing. The
Company is pursuing financing for its operations and seeking to expand its
operations. Failure to secure such financing or expand its operations may result
in the Company not being able to continue as a going concern.

The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

(10)   
Litigation and Contingencies

On
September 10, 2004, the Company filed a Complaint in the United States District
Court in the Southern District of New York against Michael Tracy
(Tracy), Michael L. Glaser (Glaser), and William W.
Becker (Becker), in case number 04CV7255. The Complaint sought an
award for compensatory damages, an injunction against Tracy, Glaser and Becker
for breach of fiduciary duty, costs and expenses for litigation (except fees and
other disbursements) including reasonable attorneys fees, and against
Tracy for conversion, and such other and further relief as may be deemed just
and proper.

On
September 16, 2004, the Company filed a complaint in the United States District
Court for the District of Nebraska, in case number 7:04CV5020, against TowerGate
Finance, Ltd., (TowerGate) and Nyssen, LP (Nyssen). The
Complaint alleges fraudulent misrepresentations against TowerGate, fraudulent
concealment against Nyssen, breach of fiduciary duty against TowerGate, civil
conspiracy against TowerGate and Nyssen, breach of contract against TowerGate,
and breach of the covenant of good faith and fair dealings against TowerGate.
The Complaint seeks preliminary and permanent injunction, declaratory judgment
and an accounting. The Complaint also requests a jury trial.

9

---

On
December 10, 2004, the Company, Tracy, Glaser and Becker and our other majority
shareholders and TowerGate and Nyssen entered into a binding agreement
(Agreement) dated as of November 30, 2004, in which the parties
agreed to dismiss the above described lawsuits, and settle the dispute between
them and between the Company and TowerGate and Nyssen. The agreement calls for
the appointment of an interim board of directors and stipulated that so long as
Becker and affiliated entities and TowerGate/Nyssen hold in excess of 25% of the
outstanding voting common shares that they will be entitled to appoint two
directors.

All
parties to the Settlement Agreement are either beneficial owners of the
Companys common stock, current or proposed members of the Companys
management, and/or are parties or affiliates of parties involved in the
Litigation that gave rise to the Settlement Agreement. Despite the filing of a
December 21, 2004, Form 8-K related to this litigation, the Company has never
disclosed the specific terms of the Settlement Agreement, including the
relationships among the parties to the Settlement Agreement, whether and how the
terms of the Settlement Agreement will be fulfilled and the existence and
substance of potential violations of Delaware law and the Companys bylaws
as a result of the terms contained in the Settlement Agreement.

In the
Settlement Agreement, the parties agree that the parties will undertake the
following actions:

| | Increase
the Companys authorized share capital;Effect material share issuances to
Becker Capital Management;Effect material share issuances to Nyssen LP and
Tower Gate Finance Limited;and Adopt a stock option plan for the Companys
existing and new management.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
Settlement Agreement gives rise to the following unasserted claims, all of which
expose the Company to potential shareholder lawsuits or SEC regulatory actions.
The Company is attempting to comply with all of the requirements of Delaware law
and the SEC requirements, but there can be no assurance that it will be able to
do so. In addition, FCC approval is required for certain of the share issuances
and if this approval is not obtained by the Company there may be material
negative impact on the Companys financial position and results of
operations.

Violation of
Delaware Law and Corporate Bylaws.

Section 144 of
the Delaware Corporation Code states:

| | Interested
directors; Quorum provides that any contract or transaction between the
Company and one or more of its directors or officers, or between a corporation
and any other corporation, partnership, association or other organization in
which 1 or more of its directors or officers, are directors or officers, or have
a financial interest requires the approval of the contract and related
transactions by: (a) a majority of the Companys disinterested directors;
and (b) the Companys shareholders.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If the
Company fails to comply with either requirement above, it is subject to
shareholder action. Additionally, Section 144 provides that the Settlement
Agreement could potentially be voided unless it is fair to the Company. The
action of increasing the Companys authorized common stock so that it can
issue large numbers of shares to the parties to the agreement, who are
management, beneficial owners or affiliates, and also adopting a stock option
plan for the benefit of management, may be considered unfair to the
Companys shareholders who are not party to the agreement.

The
issuances of significant shares (described above) to the Companys
management and beneficial owners as provided for in the Settlement Agreement may
be set aside under Delaware Corporation Law. Section 161 imposes limitations on
directors power to issue authorized shares. Any new stock issuance, such
as those provided for in the Settlement Agreement, is subject to the statutory
requirements regarding quality and quantity of consideration to be received for
the shares. The foregoing actions may require the vote of disinterested
shareholders pursuant to Delaware Corporate Code Section 144 because all of the
parties to the Settlement Agreement are either the Companys directors
and/or beneficial owners, and/or all are interested directors and/or interested
shareholders.

10

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The
Companys bylaws and Delaware corporation law require that directors be
elected at any annual meeting of Shareholders.

Because
the Company has a class of securities registered pursuant to the Securities
Exchange Act of 1934 (Exchange Act), the Company must comply with
Exchange Act Section 14 disclosure requirements. The Company is required to file
a Proxy Statement on Form 14A or an Information Statement on Schedule 14C and
will be prohibited from taking the actions set forth in the Settlement Agreement
until twenty days after the filing of the Proxy or of its Definitive Information
Statement.

The
Company is delinquent in filing several reports on Form 10-QSB and failed to
timely correct any insufficient and incomplete disclosure in its SEC filings,

The
Company is also involved in various legal actions arising in the normal course
of business management believes that such matters will not have a material
effect upon the financial position of the Company.

Subsequent
to December 31, 2004, the Company made application with the FCC for approval of
the shares to be issued to Becker, Nyssen, TowerGate and Becker Capital
Management LLC per the settlement agreement described above. The application is
currently pending.

(11)   
Subsequent Events

As of
March 31, 2005, the note holder described in Note 5 advanced the Company
$200,000 and through January 23, 2006, the Company borrowed an additional
$490,000. The note holder agreed to convert $300,000 of these advances into
7,000,000 shares of the Companys common stock at June 30, 2005. The
advances in excess of $300,000 bear interest at 15% per annum and are due on
demand.

As of
March 31, 2005, the related party described in Note 6 advanced the Company
$224,000 and through January 23, 2006, the Company borrowed an additional
$600,000. The related party agreed to convert $300,000 of these advances into
11,000,000 shares of the Companys common stock at June 30, 2005. The
advances in excess of $300,000 bear interest at 15% per annum and are due on
demand.

11

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|Item 2. |  | Managements
Discussion and Analysis of Financial Condition and Plan of
Operation
|------- |  | ---------------------------------------------------------------------------------

The
following discussion should be read in conjunction with our financial statements
and related notes appearing elsewhere in this Form 10-QSB and our Annual Report
on Form 10-KSB for our fiscal year ended December 31, 2004. The terms the
Company, we, our or us refer to
Telemetrix, Inc. This discussion contains forward-looking statements based on
our current expectations, assumptions, and estimates. The words or phrases
believe, expect, may,
anticipates or similar expressions are intended to identify
forward-looking statements.

Actual
results could differ materially from those projected in the
forward-looking statements as a result of a number of risks and uncertainties pertaining to our
business, including: (a) our history of losses makes it difficult to evaluate
our current and future business and our future financial results; (b) our
ability to proceed with our operating plan is dependent on our ability to obtain
additional financing; (c) even if we obtain additional debt or equity financing,
the value of our common stock may be diluted; (d) our ability to continue as a
going concern is contingent upon our ability to expand our service operations
and secure additional financing; (e) debt obligations of approximately $5
million may negatively affect our ability to expand our operations; (f) whether
we will be able to keep pace with the rapid development of technology in the
wireless communications services area; (g) whether our existing technology will
become obsolete or too expensive to upgrade; (h) the possibility that our
business will be subject to increasing government regulation and related
increasing costs; and (i) our dependency upon third party providers, including
roaming partners and wireless network companies, through which we obtain our
interconnections throughout North America and international markets; should we
lose the services of these third party providers, our operations may be
negatively affected, including interruptions in our service.

Statements
are made as of the filing of this Form 10-QSB with the Securities and Exchange
Commission and should not be relied upon as of any subsequent date. Unless
otherwise required by applicable law, we do not undertake, and we specifically
disclaim any obligation, to update any forward-looking statements to reflect
occurrences, developments, unanticipated events or circumstances after the date
of such statement.

Overview

Until
August 2002, our revenues were primarily generated from one way wireless
communication (paging) services. Beginning in September 2002, we ceased research
and development on telemetry related hardware products; instead, we began
focusing on using our Personal Communications System network (PCS) to provide
Global Systems for Mobile communications (GSM) network access for telemetry
devices from third party providers. At that time, we began providing telemetry
services, which consist of sending and receiving Short Messages, including
actual text messages transmitted to and from wireless modems, the sale of and
service for subscriber identity module (SIM) cards, a cost per short message,
and an activation fee for subscriber/customers.

We
also provide professional, back office, and switch sharing services to medium
and smaller size wireless carriers through our Network Services Division.

12

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Divisions

We
operate the following divisions:

|o |  | Telemetry and Pager Services  Our Telemetry Division offers wholesale and
retail messaging services. For businesses and end users, we provide regional
paging and cellular roaming services. For wholesale customers, we provide short
messaging services (SMS). Wholesale SMS are sold through agreements with agents
and resellers that purchase our telemetry and data services at wholesale and
then resell such services at retail rates.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Network Services  Our Network Services Division provides professional,
back office, and switch sharing services to medium and smaller size wireless
service providers. These services include system upgrades and integration that
offer call processing, calling feature enhancements, roamer clearing and
settlement, billing and other network services.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Type of
Customers

Except
for consumer Pager Services contracts, all of our customers are commercial
customers. We have three major types of commercial customers:

|o |  | Resellers  Our resellers resell our short message services, which are
often resold in combination with a specific device that the reseller offers as a
part of an integrated hardware/communication service package;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Wholesale Users  We have wholesale users, such as hardware and software
developers that use our short message services for testing and development of
hardware and messaging solution services; and
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Wireless Carriers  Wireless carriers purchase our services, such as switch
sharing or other service enhancements.
|- |  | ------------------------------------------------------------------------------------------------------------------

Revenues

Our
revenues consist of the following:

|o |  | Pager  Pager revenue is derived from monthly paging service contracts with
businesses and end consumers.
|- |  | ---------------------------------------------------------------------------------------------------------

|o |  | Network Services  Network Services revenue is produced by our Network
Services Division through incremental charges for the shared use of our central
office wireless switch, which enables certain of our customers to operate a
remotely located media gateway in their location via a connection with our
switch in Gering, Nebraska; and
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Other  Other revenue is derived from the rental of our towers, cellular
roaming revenue, and telemetry revenue that results from wholesale contracts
with resellers of network access and short message services.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

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During
our Fiscal Year 2004 period, our total revenues of $654,688 were derived from
the following:

|o |  | $ 70,170 from our pager related services; and
|- |  | ---------------------------------------------

|o |  | $221,140
from our network services; and
|- |  | ---------------------------------------

|o |  | $363,378 from other revenue.
|- |  | ----------------------------

During
the three-month period ending March 31, 2005, our total revenues of $90,249 were
derived from the following:

|o |  | $39,678 from pager related services;
|- |  | ------------------------------------

|o |  | $
3,371 from network services; and
|- |  | ----------------------------------

|o |  | $47,200 from other revenue sources.
|- |  | -----------------------------------

Our
pager related revenues decreased by $48,996 or 41.1% to $70,170 during the year
ended December 31, 2004 from $119,166 for the comparable 2003 period. We believe
that during the year 2005 pager related revenues will continue to decline,
albeit at a slower rate than the 2004  2003 period, as the overall North
American pager market continues the revenue decline it has experienced over the
past several years. This overall decline can be attributed to the increasing
usage of other wireless technologies.

We
will attempt to expand our revenues by marketing our Telemetry Divisions
short message service network data access and through our Network Services
Division.

Our
revenues are dependent upon the following factors:

|o |  | Our ability to secure additional agreements for wholesale reseller customers
using our nationwide network access for short message service and data as well
as our ability to generate an increase in usage by our existing customers;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Our Network Services Divisions ability to sell their service offerings and
implement the hardware and software for network operations and billing services;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Our ability to hire and maintain qualified engineering and Information
Technology staff that will be able to install and maintain and support the
equipment and software necessary for both our Telemetry Division services as
well as the Network Services Division;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Demand for our services;
|- |  | ------------------------

|o |  | Individual economic conditions in our markets; and
|- |  | --------------------------------------------------

|o |  | Our general ability to market our services.
|- |  | -------------------------------------------

Capital
Expenditures and Requirements

During 2004, we
committed to one significant capital expenditure of  approximately $860,000 for a Mobile
Switching Center. If we obtain adequate funding, we expect to make the  following
significant capital expenditures during 2005: (a) $400,000 for network build out.

14

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Critical
Accounting Policies and Estimates

The
preparation of our financial statements requires us to make estimates and
assumptions that affect the reported amounts. These estimates and assumptions
are evaluated on an on-going basis and are based on historical experience and
various other factors that are believed to be reasonable. Estimates and
assumptions include, but are not limited to, fixed asset lives, intangible
assets, income taxes, and contingencies, which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. Critical accounting
policies affect our more significant judgments and estimates used in the
preparation of the financial statements. Our principal critical accounting
policies consist of revenue recognition and stock compensation. Our critical
accounting policies are outlined in our audited financial statements contained
in our Form 10-KSB for the year ended December 31, 2004.

Results of
Operations

Comparison of
Three Months Ended March 31, 2005 and 2004

Revenues.
Revenues for the three months ended March 31, 2005 decreased by $71,316 or 44.1%
to $90,249 from $161,565 for the three months ended March 31, 2004. Other
revenue decreased by $90,140 or 65.6% to $47,200 in the first three months of
2005 primarily due to increased competition in short message providers.

Cost
of Revenues. Cost of revenues currently consists primarily of pager
equipment, equipment repairs, and short message processing fees. Cost of
revenues decreased by 18.7% or $10,583 to $46,029 for the three months ended
March 31, 2005 from $56,612 for the comparable 2004 period, representing 51.0%
and 35.0% of the total revenues for the three months ended March 31, 2005 and
2004, respectively. The decrease in the cost of revenues is attributable to
decreased revenues. The percentage increase of cost of revenues to total
revenues is due to certain fixed costs associated with short message processing.

Operating
Income/(Losses). Operating income for the three months ended March 31, 2005
reflected a loss of ($208,256) compared to an operating loss of ($230,656)
during the comparable 2004 period. On a year over year basis for the first
quarter, our operating losses decreased by 9.7% or $22,400. The decrease in
operating loss was primarily due to the identified decreases in non-cash stock
compensation and in selling, general and administrative expenses. Non-cash stock
compensation decreased to zero in the first quarter from $58,844 for the same
period in 2004. The $24,289 decrease in selling, general and administrative
expenses is due to the decreased staffing expenses associated with the closing
of the Network Services office in Atlanta, Georgia.

Non-Cash
Stock-Based Compensation. Non-Cash Stock-Based Compensation for the three
months ended March 31, 2005 decreased by 100.0%, or $58,844 from an expense of
$58,844 for the comparable period during 2004. The 2004 charge represented the
amortization of deferred compensation to our then Chief Executive Officer.

15

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Selling,
General and Administrative Expense. General and administrative expense
decreased by $24,289 or 8.8% to $252,476 for the three month period ended March
31, 2005, from $276,765 for the three-month period ended March 31, 2004. The
decrease in our general and administrative expenses is primarily attributable to
decreased staffing expense associated with the network services/switch-sharing
office in Atlanta, Georgia that was closed in September 2004.

Interest
Expense. Interest expense for the three-month period ended March 31, 2005
declined by $8,089 or 16.3% to $41,452 as compared to $49,541 for the
three-month period ended March 31, 2004. The decrease in interest expense is
primarily attributable to the conversion of notes to equity by some major
shareholders.

Net
Loss. Net loss for the three-month period ended March 31, 2005 decreased by
10.8% or $30,131 to ($249,708) from ($279,839) for the three months ended March
31, 2004. Net loss per share decreased to $(0.01) for the three months ended
March 31, 2005, from ($0.02) as compared to the same period in the prior year.

Balance Sheet

Current
Assets.Current Assets amounted to $127,893 as of March 31, 2005
representing an increase of $79,353 or 163.5% from Current Assets of $48,540 as
of December 31, 2004. The increase in our current assets is primarily
attributable to increased cash from loan proceeds as well as an increase in
accounts receivable.

Current
Liabilities.As of March 31, 2005, Current Liabilities are $4,833,147
representing an increase of $714,493 or 17.3%, from Current Liabilities of
$4,118,654 as of December 31, 2004. Increases in Notes payable to affiliates,
Convertible Debt, and the current portion of long term debt account for the
majority of the change from year-end 2004.

Liquidity
and Capital Resources

Net
cash used in operating activities for the period ending March 31, 2005 was
($298,758) compared with $115,119 for the same period in 2004.

Cash
used in investing activities for the period ended March 31, 2005 was $0 compared
with ($716,625) for the period ended March 31, 2004. The cash expensed in 2004
was for the purchase of property and equipment.

Cash
provided by financing activities was for the period ended March 31, 2005 was
$352,025 as compared to $623,853 for the period ended March 31, 2004. The cash
provided in 2005 resulted from the proceeds of convertible notes of $399,000,
decreased by payments on long-term debt.

Cash
at March 31, 2005 amounted to $64,913 from $11,646 at December 31, 2004. Cash at
January 15, 2006 amounted to $4,000.

16

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Although
we plan to make material purchases of capital equipment during 2005 should we
obtain adequate financing, we do not currently have material commitments for
capital expenditures for the current year. We shall continue to finance our
operations mainly from loans and fundraising activities. We do not believe that
our future cash flow from operations together with our current cash will be
sufficient to finance our activities through the year 2005; therefore, we plan
to raise money through a private placement to fund the implementation of an
expanding operational plan.

For
the year ended December 31, 2004, we incurred net losses of $13,716,022 and we
had a working capital deficit of $4,070,114 and stockholders deficit of
$23,426,934. As of March 31, 2005, we had an accumulated deficit of $75,867,380
and working capital and stockholders deficits of $4,705,254 and
$23,676,643, respectively.

Our
ability to continue as a going concern is contingent upon our ability to attain
profitable operations and secure adequate financing.

We
cannot continue to satisfy our current cash requirements for a period of twelve
(12) months through our existing capital. We anticipate total estimated
operating expenditures of approximately $1,330,000 over the next nine (9)
months, in the following areas:

|o |  | Salaries and labor = $450,000
|- |  | -----------------------------

|o |  | Network
operating costs = $300,000
|- |  | ----------------------------------

|o |  | Network infrastructure = $400,000
|- |  | ---------------------------------

|o |  | G&A
(exclusive of salaries) = $180,000
|- |  | --------------------------------------

|1. |  | Our current cash of $64,913 as of March 31, 2005 as well as our cash of $4,000
as of January 15, 2006 will satisfy our cash requirements for less than a month
and a day, respectively.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Accordingly,
we will be unable to fund our expenses through our existing assets or cash. In
order to acquire funding, we may be required to issue shares of our common
stock, which will dilute the interest of current shareholders. Moreover, we may
still need additional financing through traditional bank financing or a debt or
equity offering; however, because we have limited revenues, and a poor financial
condition, we may be unsuccessful in obtaining such financing or the amount of
the financing may be minimal and therefore inadequate to implement our business
plans. In the event that we do not receive financing or our financing is
inadequate, we may have to liquidate our business and undertake any or all of
the following actions:

17

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|o |  | Significantly reduce, eliminate or curtail our business, operating and research
and development activities so as to reduce operating costs;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Sell, assign or otherwise dispose of our assets, if any, to raise cash or to
settle claims by creditors;
|- |  | --------------------------------------------------------------------------------------------------------

|o |  | Pay our liabilities in order of priority, if we have available cash to pay such
liabilities;
|- |  | --------------------------------------------------------------------------------------------

|o |  | If any cash remains after we satisfy amounts due to our creditors, distribute
any remaining cash to our shareholders in an amount equal to the net market
value of our net assets;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | File a Certificate of Dissolution with the State of Delaware to dissolve our
corporation and close our business;
|- |  | ----------------------------------------------------------------------------------------------------------------

|o |  | Make the appropriate filings with the Securities and Exchange Commission so that
we will no longer be required to file periodic and other required reports with
the Securities and Exchange Commission, if, in fact, we are a reporting company
at that time; and
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Make the appropriate filings with the National Association of Security Dealers
to affect a delisting of our stock.
|- |  | ------------------------------------------------------------------------------------------------------------------

Based
upon our current assets, however, we would not have the ability to distribute
any cash to our shareholders.

If we
have any liabilities that we are unable to satisfy and we qualify for protection
under the U.S. Bankruptcy Code, we may voluntarily file for reorganization under
Chapter 11 or liquidation under Chapter 7. Our creditors may also file a Chapter
7 or Chapter 11 bankruptcy action against us. If our creditors or we file for
Chapter 7 or Chapter 11 bankruptcy, our creditors will take priority over our
shareholders. If we fail to file for bankruptcy under Chapter 7 or Chapter 11
and we have creditors; such creditors may institute proceedings against us
seeking forfeiture of our assets, if any. We do not know and cannot determine
which, if any, of these actions we will be forced to take. If any of these
foregoing events occur, you could lose your entire investment in our shares.

To
date, we have funded our activities principally from loans from related parties
and loans from third party lenders.

Contractual
Obligations and Commercial Commitments

We
have no contractual obligations, including lease obligations, apart from
agreements in the normal course of our business.

18

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Recent
Pronouncements

In
November 2004, the Financial Accounting Standards Board (FASB) issued SFAS 151
Inventory Costs. This Statement amends the guidance in ARB No. 43,
Chapter 4, Inventory Pricing, to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage). In addition, this Statement requires that allocation of fixed
production overhead to the costs of conversion be based on the normal capacity
of the production facilities. The provisions of this Statement will be effective
for the Company beginning with its fiscal year ending 2005. The Company does not
believe that this standard will not have a material impact on the Companys
financial position, results of operations or cash flows.

In
December 2004, the FASB issued SFAS 153 Exchanges of Non monetary Assets
 an amendment of APB Opinion No. 29". This Statement amended APB
Opinion 29 to eliminate the exception for non monetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of non
monetary assets that do not have commercial substance. A non monetary exchange
has commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. The adoption of this Standard
is not expected to have a material impact on the Companys financial
position, results of operations or cash flows.

In
December 2004, the FASB issued SFAS 123 (revised 2004) Share-Based
Payment. This Statement requires that the cost resulting from all
share-based transactions be recorded in the financial statements. The Statement
establishes fair value as the measurement objective in accounting for
share-based payment arrangements and requires all entities to apply a
fair-value-based measurement in accounting for share-based payment transactions
with employees. The Statement also establishes fair value as the measurement
objective for transactions in which an entity acquires goods or services from
non-employees in share-based payment transactions. The Statement replaces SFAS
123 Accounting for Stock-Based Compensation and supersedes APB
Opinion No. 25 Accounting for Stock Issued to Employees. The
provisions of this Statement will be effective for the Company beginning with
its fiscal year ending in 2006. The Company is currently evaluating the impact
this new Standard will have on its financial position, results of operations or
cash flows.

In
March 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin No.107 (SAB 107) which provides guidance regarding the interaction of
SFAS 123(R) and certain SEC rules and regulations. The new guidance includes the
SECs view on the valuation of share-based payment arrangements for public
companies and may simplify some of SFAS 123(R)s implementation challenges
for registrants and enhance the information investors receive.

19

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In
March 2005, the FASB issued FIN 47, Accounting for Conditional Asset Retirement
Obligations, which clarifies that the term conditional asset retirement
obligation as used in SFAS 143, Accounting for Asset Retirement
Obligations, refers to a legal obligation to perform an asset retirement
activity in which the timing and/or method of settlement are conditional on a
future event that may or may not be within the control of the entity. FIN 47
requires an entity to recognize a liability for the fair value of a conditional
asset retirement obligation if the fair value can be reasonably estimated. FIN
47 is effective no later than the end of the fiscal year ending after December
15, 2005. The Company does not believe that FIN 47 will have a material impact
on its financial position, results from operations or cash flows.

In
August 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections.
This statement applies to all voluntary changes in accounting principle and to
changes required by an accounting pronouncement if the pronouncement does not
include specific transition provisions, and it changes the requirements for
accounting for and reporting them. Unless it is impractical, the statement
requires retrospective application of the changes to prior periods
financial statements. This statement is effective for accounting changes and
correction of errors made in fiscal years beginning after December 15, 2005. The
adoption of this Standard is not expected to have a material impact on the
Companys financial position, results of operations or cash flows.

Item  3.
Controls and Procedures

As of
March 31, 2005, an evaluation was performed under the supervision and with the
participation of our management, including our Chief Executive Officer and
Principal Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures. Based on that evaluation, our
management, including our Chief Executive Officer and Principal Financial
Officer, concluded that our disclosure controls and procedures were effective as
of March 31, 2005.

There
has not been any change in our internal control over financial reporting during
the quarter ended March 31, 2005 that has materially affected or is reasonably
likely to materially affect, our internal control over financial reporting.

20

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PART II.
OTHER INFORMATION

Item I.   Legal
Proceedings

We are
not subject to disputes and litigation in the ordinary course of our business.
None of these matters, in the opinion of our management, is material or likely
to result in a material effect on us based upon information available at this
time.

Item 2.   
Changes in Securities and Use of Proceeds

None

Item 3.   
Defaults Upon Senior Securities

None

Item 4.   
Submission of Matters to a Vote of Securities Holders

None

Item 5.   Other
Information

None

Item 6.   
Exhibits and Reports on Form 8-K

Exhibits

|31.1 |  | Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|---- |  | -----------------------------------------------------------------------

|32.1 |  | Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|---- |  | ----------------------------------------------------------------------------------------------------------------------

Reports in
Form 8-K

None

21

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# SIGNATURES

In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

January 23, 2006

Telemetrix
Inc.
By: /s/ William Becker
      William Becker
      Chief Executive Officer
      (Principal Executive Officer)

22

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