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 June 30, 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 June 30, 2000, Registrant had 14,702,925 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................................................. 17
Item 2.    Changes in Securities and Use of Proceeds......................... 17
Item 3.    Defaults Upon Senior Securities................................... 17
Item 4.    Submission of Matters to a Vote of Security Holders............... 17
Item 5.    Other Information................................................. 17
Item 6.    Exhibits and Reports on Form 8-K.................................. 18
SIGNATURES .................................................................. 19

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

     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
forward-looking  statements  as well as  materially  & adversely  affecting  our
business, operating results & financial condition.


                                       2
<PAGE>

<TABLE>
<CAPTION>

                                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Information as of June 30, 2000, is unaudited)

                                                                                      June 30           December 31
                                                                                        2000                1999
                                                                                      -------           -----------
<S>                                                                                  <C>                 <C>
                                            ASSETS
Current assets:
   Cash ............................................................................  $     56            $     16
   Accounts receivable, net of allowance for doubtful accounts .....................       293                 259
   Note receivable-- related party .................................................       369                 348
   Due from related companies ......................................................       209                  54
   Prepaid expenses ................................................................         2                   3
                                                                                      --------            --------
      Total current assets .........................................................       929                 680

Property & equipment, net ..........................................................     2,329               2,317
Intangibles ........................................................................     7,661               8,545
                                                                                      --------            --------

         Total assets ..............................................................  $ 10,919            $ 11,542
                                                                                      ========            ========

                         LIABILITIES & STOCKHOLDERS' (EQUITY) DEFICIT
Current liabilities
   Line of credit ..................................................................  $    200            $    195
   Accounts payable ................................................................     1,870                 709
   Accrued expenses ................................................................     1,326               1,264
   Due to related companies ........................................................       484                 354
   Current portion-- long term debt-- related parties ..............................     2,156               2,157
   Current portion of long term debt ...............................................       202                   8
                                                                                      --------            --------

     Total current liabilities .....................................................     6,238               4,687
                                                                                      --------            --------

Deferred rent liability ............................................................       126                 130
Long term debt .....................................................................       643                 836
Long term debt-- related party .....................................................     4,480               4,588
                                                                                      --------            --------
     Total long-term liabilities ...................................................     5,249               5,554
                                                                                      --------            --------
       Total Liabilities ...........................................................    11,487              10,241
                                                                                      --------            --------

Stockholders' equity (deficit):
   Common stock ....................................................................        15                  13
   Additional paid-in capital ......................................................    37,116              33,466
   Foreign currency translation ....................................................       (30)                 31
   Retained earnings (deficit) .....................................................   (37,669)            (32,209)
                                                                                      --------            --------
       Total Stockholders' Equity (deficit) ........................................      (568)              1,301
                                                                                      --------            --------

            Total Liabilities and Stockholders' Equity (deficit) ...................  $ 10,919            $ 11,542
                                                                                      ========            ========

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

</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>

                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                        (Information relating to the three-month and six-month periods ended
                                        June 30, 1999 and 2000 is unaudited)

                                                                               Three Months Ended               Six Months Ended
                                                                                    June 30,                        June 30,
                                                                             2000             1999            2000         1999
                                                                             ----             ----            ----         ----
<S>                                                                  <C>             <C>             <C>             <C>
Revenue:
   Equipment sales & rental.........................................   $         68    $       --      $        142    $       --
   Service income ..................................................            112             499             219             499
                                                                       ------------    ------------    ------------    ------------

       Total revenue ...............................................            180             499             361             499
                                                                       ------------    ------------    ------------    ------------

Expenses:
   Cost of revenue .................................................             59            --               122            --
   Research & development ..........................................          1,668             252           2,692             252
   Selling, general & administrative ...............................          1,392           2,688           2,732           2,688
                                                                       ------------    ------------    ------------    ------------
       Total operating expenses ....................................          3,119           2,940           5,546           2,940
                                                                       ------------    ------------    ------------    ------------

 Net loss from operations ..........................................         (2,939)         (2,441)         (5,185)         (2,441)
                                                                       ------------    ------------    ------------    ------------

Other Expense:
   Interest expense (income) .......................................            186              53             325              53
   Other expense (income) ..........................................           --              --                (5)           --
                                                                       ------------    ------------    ------------    ------------
       Total other expense (income) ................................            186              53             320              53
                                                                       ------------    ------------    ------------    ------------

Net (loss)..........................................................   $     (3,125)   $    (2,494)    $    (5,505)    $     (2,494)
                                                                       ============    ============    ============    ============


Weighted average shares outstanding during period ..................     14,192,147       7,289,381      13,755,064       3,832,129

Loss per
     share .........................................................   $      (0.22)   $      (0.34)   $      (0.40)      $  (0.65)
                                                                       ============    ============    ============    ============


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

</TABLE>

                                       4

<PAGE>

<TABLE>
<CAPTION>

                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
              (Information relating to the six month periods ended June 30, 1999 and 2000 is unaudited)

                                                                                               Six Months
                                                                                             Ended June 30,
                                                                                          --------------------
                                                                                          2000            1999
                                                                                          ----            ----
<S>                                                                                  <C>                <C>
Cash flow from operating activities
   Net loss for the period........................................................   $   (5,505)        $(2,494)

   Adjustments to reconcile net loss to cash used in operations
     Amortization & depreciation .................................................        1,004           2,114
     Changes in assets and liabilities
       In accounts receivable ....................................................          (34)            (78)
       In accounts payable .......................................................        1,161             108
       In other assets ...........................................................            1            --
       In accrued liabilities ....................................................           62            --
                                                                                        -------         -------
         Total adjustments .......................................................        2,194           2,144
                                                                                        -------         -------
              Net cash used in operating activities ..............................       (3,311)           (350)
                                                                                        -------         -------

Cash flow from investing activities
   Increase in capital assets ....................................................         (132)           (102)
                                                                                        -------         -------
            Net cash used in investing activities ................................         (132)           (102)
                                                                                        -------         -------

Cash flow from financing activities
   Net activity on line-of-credit ................................................            5            --
   Advances on notes receivable ..................................................          (21)           --
   Proceeds (payments) from long-term debt .......................................            1               5
   Proceeds (payments) from long-term debt - related party .......................          920            --
   Proceeds from issuance of share capital .......................................        2,623            --
   Advances to related parties ...................................................         (155)           --
   Advances from related companies ...............................................          130             308
   Change in deferred rent liability .............................................           (4)             (4)
                                                                                        -------         -------
            Net cash from financing activities ...................................        3,499             309
                                                                                        -------         -------

Effect of foreign currency translation on cash ...................................          (16)           --
                                                                                        -------         -------

Net increase (decrease) in cash ..................................................           40            (143)
                                                                                        -------         -------

Cash, beginning of period ........................................................           16             140
                                                                                        -------         -------

Cash, end of period...............................................................   $       56         $    (3)
                                                                                        =======         =======

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

</TABLE>

                                       5


<PAGE>

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


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Information as of and relating to the three-month and six-month periods ended
                      June 30, 1999 and 2000, is unaudited)

1.   Description of Business

     Telemetrix Inc. and its  subsidiaries  (collectively,  the "Company") offer
wireless paging service,  PCS service,  wireless telemetry systems (hardware and
software)  and  communications  software and  technology  to  telecommunications
carriers and other businesses.  Wireless  telemetry involves the use of wireless
devices for remote data collection,  distribution and monitoring. 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  transceiver
devices, transmission services, central control devices and management software.
Businesses requiring telemetry  applications  include electric utilities,  alarm
companies and vending machine operations ("Telemetry Users"). 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  revenue  source  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,
          a Nova Scotia corporation ("TRG--Canada"), 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.

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.



                                      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
                      June 30, 1999 and 2000, is unaudited)


     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);

     --   TRG-US will become Telemetrix Solutions Ltd. ("Telemetrix  Solutions";
          for the collective  activities of both TRG-US 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 became 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 June 30, 2000, include
the  accounts of  Telemetrix  Inc.  (the parent  company)  and its wholly  owned
subsidiaries  (Telemetrix  Solutions  and  Telemetrix  Technologies),  while the
consolidated  unaudited financial statements for June 30, 1999, include only the
activities  of TRG because the Company  accounted for the TRG  combination  as a
continuation of interest.

     The results for three  months and six months  ended June 30,  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  & footnotes  included in the  Company's  1999 Annual
Report on SEC Form 10-KSB filed with the U.S. Securities & Exchange Commission.

     In Management's  opinion,  the  accompanying  unaudited  interim  financial
statements  include  all normal  adjustments  necessary  to  present  fairly the
Company's  financial  position at June 30, 2000, and the results from operations
for the three and six months ended June 30, 2000, and the cash flows for the six
months ended June 30, 2000.



                                      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
                      June 30, 1999 and 2000, is unaudited)


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. ................  $     7,000
               Web CCB Systems Inc. ............................       26,000
               Telemetrix Software Factory .....................      176,000
                                                                  -----------
                                                                  $   209,000
                                                                  ===========
         Due to Related Companies

               Telemetrix Software Factory .....................  $  (217,000)
               Becker Group of Companies .......................     (267,000)
                                                                  -----------
                                                                  $  (484,000)
                                                                  ===========

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 U.S. 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 Telemetrix  Software  Factory,
which matured May 1999. The outstanding  balance at June 30, 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.

     In addition,  the Company has a receivable  from Mondetta of  approximately
$99,000 at June 30, 2000,  for services  rendered.  The Company has a payable to
Mondetta of approximately  $23,000,  at June 30, 2000 for rent and shared office
expenses. An additional $20,000 is due to Telemetrix Software Factory for shared
expenses at June 30, 2000.

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 $2 million  and is payable as (a) certain  milestones  in the project
are completed and (b) in the form of royalties  until the total contract  amount
has been paid.  During the quarter ended June 30, 2000, the Company paid $65,000
to the vendor.


                                      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
                      June 30, 1999 and 2000, is unaudited)


     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 June 30,  2000,  the  Company  had  committed  to pay
$1,529,000,  and had  paid a total  of $1.4  million.  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 several employment contracts.
These  contracts  indicate  that  options  to  purchase  225,000  shares  of the
Company's  common  stock were granted at exercise  prices  ranging from $4.69 to
$10.00. Legal counsel is currently reviewing these contracts.

     Borrowings. During the quarter, the Company drew on its line of credit with
Valley Bank,  Scottsbluff,  Nebraska,  for a total of $200,000. The Company also
borrowed $716,000 from two principal shareholders at interest rates ranging from
9% to 11%. All funds will be used for the continuation of the development of the
T3000 technology.

     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  used the  proceeds of this  private  placement  for
pre-manufacturing design, manufacturing and working capital.

     Conversion  of Debt to  Equity.  On June  30,  2000,  the  Becker  Group of
Companies converted notes payable totaling $1.03 million (including  principal &
accrued interest) into 510,778 shares of common stock.








                                       9

<PAGE>


                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
     Quarterly Report on SEC Form 10-QSB for the Quarter ended June 30, 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  forward-looking  statements  based  on our
current  expectations,  which involve risks and  uncertainties.  These risks and
uncertainties  mean  that  future  events  could  dramatically  differ  from our
forward-looking statements.

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

     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 &
equipment (billing support software, the T3000 technology,  international patent
filings and PCS  Licenses)  and then 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,  our market  development
activities   are  creating   awareness  of  our  products  and   services.   The
Toronto-based  Service  Bureau  (Telemetrix  Solutions)  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 June 30, 2000

     T3000.   Telemetrix's  immediate  objective  is  transitioning  T3000  into
commercial design and production. We have been beta-testing the T3000 in western
Nebraska  for  the  past  18  months,  and  integrating  the  devices  with  the
controlling  software. We will soon execute Testing and Evaluation agreements in
various locations including California, Florida, Minnesota and Nebraska. We also
integrate a Telemetrix  GSM-PCS radio module of our design and manufacture  into
the system and can add a "Subscriber  Line  Interface" for  interconnecting  the
GSM-PCS  radio  module  with  household  telephony  wiring.  Prototypes  for the
beta-testing  now  use  Telemetrix  GSM-PCS  radio  modules  and  pre-production
circuitry.  We have applied for 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). We have
arranged commercial manufacturing processes and capability with industry-leading
contractors and have identified and approved sources for components. We estimate
that completing product development  through commercial  production will require
approximately $8.0 million:  $1.7 million for product development (both internal
and by third parties),  $1.0 million for technology licensing,  $1.0 million for
manufacturing,  $1.8  million for  development  and testing  applications,  $0.9
million for testing &  certification  and $2.0 million for working  capital.  We
have commercial  orders for delivery  in October  2000. This following  schedule
illustrates our product development activities. 2000

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

</TABLE>

     After initial GSM deployment,  T3000  development will focus on integrating
other wireless  technologies  (CDMA & TDMA) to expand the coverage both in North
America and around the world.  Future  T3000  enhancements  provides  additional
applications, which can be quickly and easily integrated in the T3000.

     Wireless Services. Our wireless  communications  services currently consist
of paging  operations  in  Nebraska,  Colorado and Wyoming over the WTC Network.
These operations (paging services plus equipment sales, rentals and repairs) now
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 and resulted in lower
revenue. Also, the market penetration and decreasing subscriber 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.


                                       11
<PAGE>


                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
     Quarterly Report on SEC Form 10-QSB for the Quarter ended June 30, 2000

     Service  Bureau.  TRG  acquired  its TRACCS  software  in April  1998,  and
completed  development  of that software  ("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  charge a fee of  3%-5% of the  customer's
invoiced  revenue  (lower than the  customary  4%-6% fee for  telecommunications
billing  services).  However,  we are  de-emphasizing the Service Bureau, so its
activities will diminish during the next few quarters.

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

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,  pre-production and license costs decrease.  After
sales of products and services reach "regular" levels,  the principal  operating
expenses  will be  research &  development,  sales &  marketing,  manufacturing,
general  &  administrative.  Since we are  still in the  initial  stages  of our
business plan, we believe that  operating  expenses,  particularly  for wireless
telemetry and wireless telecommunications,  will continue to increase during the
next year as we continue  research & development,  pre-production  manufacturing
and expanding our operations.

     Research  &  Development.   Our  research  &  development  activities  will
     principally  focus on  completing  T3000 for  general  release in 2000.  We
     expect  research  &  development   always  will  constitute  a  significant
     operating  expense  because we must  continually  enhance  and  upgrade our
     products & 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 those related research & development costs.

     Capital  Expenditures.  The most  significant  capital  expenditure will be
     deploying and equipping the T3000 Network Operation Center ("T--NOC").  The
     T--NOC is the central  repository of telemetry  information and acts as the
     gateway between the PCS service providers and the Telemetry Users of T3000.
     We estimate  that  deployment  of the T--NOC could  require a total of $2.6
     million.

                                       12
<PAGE>


                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
     Quarterly Report on SEC Form 10-QSB for the Quarter ended June 30, 2000


     Licensing.  Some products and services utilize the intellectual property of
     other parties, which may 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 royalty 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.

     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
     standards for  electronic  emissions,  safety and system  interoperability.
     Principal  pre-production  expenses  are  the  costs  incurred  to  develop
     manufacturing  processes  & 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  initial  marketing to
     create awareness of our products and services.

     Manufacturing.   The  largest   manufacturing   expense  will  be  carrying
     manufactured  equipment & component  inventory  on the T3000  units.  Since
     T3000 will include some specific use customized components,  we must commit
     to large volume  purchases to ensure timely delivery and to lower costs. In
     a similar manner,  large  production runs avoid multiple set-up charges and
     therefore are more economical,  especially since third parties  manufacture
     the T3000 units for us. We anticipate building to both inventory and 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,  non-capitalized 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 non-cash 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 T--NOC.


                                       13
<PAGE>



                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
     Quarterly Report on SEC Form 10-QSB for the Quarter ended June 30, 2000

Interest  Expense.  Interest expense includes  interest  incurred from debt. Our
principal  interest  expense results from amounts we borrowed from our principal
shareholders, which incur interest at annual rates ranging from 7.5% to 9.5%.

RESULTS OF OPERATIONS

Three & six months ended June 30, 2000, compared to the three & six months ended
June 30, 1999

     During the  quarter  ended June 30,  2000  ("Recent  Quarter")  and the six
months ended June 30, 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 June 30, 1999 ("Prior Quarter") and the six
months  ended  June 30,  1999  ("Prior  Period"),  TRG began  marketing  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 Quarter & Period (collectively, "Latest Periods") and the Prior Quarter &
Period  (collectively,  "Past Periods").  The financial  statements for the Past
Periods  include only TRG because WTC was not  acquired  until  September  1999;
however, the financial statements for the Latest Periods include Telemetrix, TSI
and  Telemetrix  Technologies.  Since  the  Past  Periods  did not  include  any
operations  of WTC,  the results of  operations  for the Latest  Periods are not
comparable  to the Past  Periods.  We expect that this  situation  will continue
until first  quarter 2001,  when both periods being  compared will contain WTC's
operations.

     Revenue  totaled  $180,000 & $361,000  during  the  Latest  Period  (Recent
Quarter & Recent  Period,  respectively)  compared to $499,000  during both Past
Periods;  this decrease  primarily results from our decision to de-emphasize the
Service  Bureau and  reduced  paging  revenues.  During the Latest  Periods,  we
received  $68,000 &  $142,000  from  equipment  sales & rentals  and  $112,000 &
$219,000  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 $3.1  million & $5.5  million  during  the Latest
Periods. 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 was  approximately  $59,000 & $122,000 for the Latest
     Periods.  These  expenses  primarily  consist of salaries and wages for the
     sales staff.

          Research & Development expenses were approximately $1.7 million & $2.7
     million for the Latest  Periods.  The primary  component of this expense is
     the $1.4  million  paid to an outside  company for  manufacturing  design &
     pre-manufacturing  setup  costs  for the  T3000.  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.


                                       14
<PAGE>



                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
     Quarterly Report on SEC Form 10-QSB for the Quarter ended June 30, 2000


          Manufacturing  expenses were not incurred during the Latest Periods or
     the Past Periods.  We will start incurring  manufacturing  expenses for the
     T3000 in the third quarter of 2000.

          Selling,  General &  Administrative  expenses were $1.4 million & $2.7
     million for the Latest Periods.  The primary component of the SG& A expense
     is  depreciation  and  amortization;  $1.0  million & $2.1  million for the
     Latest Periods. Amortization includes the amortization of goodwill from the
     acquisition  of WTC and  amortization  of patents  and FCC  licenses.  SG&A
     expenses  also  include  marketing  costs for the T3000  and  salaries  and
     administrative  costs of Telemetrix  Solutions and  Technologies.  The $2.7
     million SG&A expenses for the Prior Period were  primarily  salaries in the
     Service Bureau  operations  and the  amortization  of the Billing  Software
     (which we wrote off in late 1999).

     Interest  expenses  were $186,000 & $325,000 for the Latest  Periods.  This
expense  represents  primarily  the  interest  charges on related  party  loans,
principally  the loans  from HHL.  Interest  expense  for the Prior  Period  was
$53,000, which also was interest on loans from HHL.

     Net loss.  We  reported a net loss of $3.1  million & $5.5  million for the
Latest  Periods.  The principal  components of this net loss were the research &
development expense for the T3000 as well as operating costs. 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 $7.7 million) and equity  contributions
($37.0 million).  The Service Bureau  operations have also provided some funding
for operations and development.  During the Recent Period,  we used $3.3 million
in cash for operations,  primarily  research & development.  We used $121,000 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 $3.5  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 also 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.



                                       15
<PAGE>



                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
     Quarterly Report on SEC Form 10-QSB for the Quarter ended June 30, 2000


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

          Research and Development projects include completing the T3000 system,
     particularly a data 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 also will 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
     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.

          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.




                                       16

<PAGE>


                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
     Quarterly Report on SEC Form 10-QSB for the Quarter ended June 30, 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 table  summarizes
          all  securities  that we issued or sold during the quarter  ended June
          30, 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>           <C>
          6/30/00    Common Stock(1)      510,778  Accredited Investor   Sec. 4(2)    $1.50-$3.02(2) $1,029,278
          5/01/00    Options(3)           300,000  Affiliates            Sec. 4(2)    $4.69-$10.00(4)     --
</TABLE>
         --------------------
              1  Conversion of existing debt into Common Stock.
              2  The deemed per-Share prices reflect the trading price for the
                 Common Stock when the loans were originally made.
              3  Options to Officers & Directors  pursuant to Company's Stock
                 Option Plan.
              4  Trading  price of the Common  Stock on date the Options were
                 issued.

     (d)  Not Applicable.

Item 3. Defaults Upon Senior Securities.

     (a)  Not Applicable.

     (b)  Not Applicable.

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

        No matters were submitted for a vote of Security Holders.

Item 5. Other Information

     In  May  2000,  Registrant  executed  a  Teaming  Agreement  with  Ericsson
Messaging  Systems Inc. Under that agreement,  Registrant and Ericsson may refer
customers to the other party and may submit proposals incorporating products and
services  of both  companies.  The  agreement  also  specifies  procedures  when
submitting joint bids or when a party provides  products & services to the other
party.



                                       17
<PAGE>


                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
     Quarterly Report on SEC Form 10-QSB for the Quarter ended June 30, 2000

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

     (a)  Exhibits.

          (10)  Material Contracts.

                (10.1)  Teaming  Agreement  dated May 2000,  between  Registrant
                        and Ericsson  Messaging Systems Inc.

                (27)    Financial Data Schedules.

     (b)  Reports on Form 8-K.  On April 20,  2000,  Registrant  filed a Current
          Report on SEC Form 8-K that further amended its previous reports filed
          March 8, 2000 and amended March 21, 2000, which reported:

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

               The March 8,  2000,  report  explained  that  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 8-K 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.

               The March 21, 2000, and April 20, 2000,  amendments  included the
               comment letters from the former certifying accountants.






                                       18
<PAGE>


                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
     Quarterly Report on SEC Form 10-QSB for the Quarter ended June 30, 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

August 11, 2000                          By:        /S/ JAMES DOYLE
                                              ----------------------------------
                                              James Doyle
                                              Signing for Registrant and as
                                              Chief Financial Officer






























                                       19
<PAGE>


                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)
     Quarterly Report on SEC Form 10-QSB for the Quarter ended June 30, 2000



               INDEX TO EXHIBITS FILED WITH THIS QUARTERLY REPORT

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

 (10)     Material Contracts

          (10.1)  Teaming Agreement dated May 2000, between Registrant and
                  Ericsson Messaging Systems Inc. ........................... 2

 (27)     Financial Data Schedule ........................................... 7