UNITED
STATESSECURITIES 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, 2006
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------

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

# 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, Colorado 80503(Address of principal executive offices)
303-652-3279(Issuers telephone number)

________________________________________________
(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 small company (as defined in Rule 12b-2 of the
Exchange Act).      Yes  [X]    No  [   ]

APPLIABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING 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 June 15, 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, 2006 (unaudited)
|           |  | Consolidated Statement of Operations for the               
|           |  | Three Months Ended March 31, 2006 and 2005 (unaudited)     
|           |  | Consolidated Statement of Cash Flows for the               
|           |  | Three Months Ended March 31, 2006 and 2005 (unaudited)     
|           |  | Notes to Consolidated Financial Statements                 
|Item 2     |  | Managements Discussion and Analysis or                    
|           |  | 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



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PART I
 FINANCIAL INFORMATION

Item  1.   
Financial Statements

Telemetrix,
Inc.Consolidated Balance SheetMarch 31, 2006(Unaudited)

|                                                              | 
|------------------------------------------------------------- | 
|Assets                                                        | 
|Current assets:                                               | 
|Accounts receivable, net                                      | 
|                                                              | 
|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                                    | 
|Notes payable                                                 | 
|Accrued Interest-related party                                | 
|Accrued Interest                                              | 
|Current portion of long-term debt                             | 
|                                                              | 
|Total current liabilities                                     | 
|                                                              | 
|Unissuable common stock - 156,083,686 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, 2006 and 2005
(Unaudited)

|                                                 | 2006 | 2005           
|------------------------------------------------ | ---- | ---------------
|Revenue:                                         |      |                
|Pager                                            |      | $        16,629
|Network services                                 |      | 72,062         
|Other                                            |      | 71,151         
|                                                 |      |                
|Total revenue                                    |      | 159,843        
|                                                 |      |                
|Cost of revenue                                  |      | 118,760        
|                                                 |      |                
|Gross margin                                     |      | 41,083         
|                                                 |      |                
|Operating expenses:                              |     
|Selling, general and administrative expenses     |      | 358,688        
|                                                 |      |                
|Total operating expenses                         |      | 358,688        
|                                                 |      |                
|(Loss) from operations                           |      | (317,605       
|                                                 |      |                
|Other (income) expense:                          |      |                
|Interest expense                                 |      | 129,156        
|                                                 |      |                
|Total other (income) expense                     |      | 129,156        
|                                                 |      |                
|Net (loss)                                       |      | $    (446,761  
|                                                 |      |                
|Per share information - basic and fully diluted: |     
|Weighted average shares outstanding              |      | 24,999,682     
|                                                 |      |                
|Net (loss) per share                             |      | $         (0.02
|                                                 |      |                

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, 2006 and 2005
(Unaudited)

|                                                    | 2006 | 2005          
|--------------------------------------------------- | ---- | --------------
|Cash flows from operating activities:               |      |               
|Net cash (used in) operating activities             |      | $(346,137     
|                                                    |      |               
|Cash flows from investing activities:               |     
|Net cash provided by (used in) investing activities |      | --            
|                                                    |      |               
|Cash flows from financing activities:               |      |               
|Advances from affiliates                            |      | 249,000       
|Proceeds from debt                                  |      | 150,000       
|Payments on long-term debt and notes                |      | (52,978       
|                                                    |      |               
|Net cash provided by financing activities           |      | 346,022       
|                                                    |      |               
|Net increase (decrease) in cash                     |      | (115          
|Beginning - cash balance                            |      | 115           
|                                                    |      |               
|Ending - cash balance                               |      | $           --
|                                                    |      |               
|Supplemental cash flow information:                 |      |               
|Cash paid for income taxes                          |      | $           --
|                                                    |      |               
|Cash paid for interest                              |      | $   18,308    
|                                                    |      |               

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, 2005, 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



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(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. 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 10 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 difference between the
conversion price and the fair market value of the shares was charged to interest
expense (see below).

As
of November 30, 2004, the Company was advanced an aggregate of $1,600,025
pursuant to this funding agreement. Pursuant to an amended agreement dated
November 30, 2004, the note holder converted the $1,600,025 demand note into
common shares at $.04 per share receiving 40,000,000 shares of common stock. 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. 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.

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

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

Provided
in the November 30, 2004 agreement, a related party, its management and
associates were to invest an additional $300,000 as follows:

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

The
parties described above advanced the $600,000 and agreed to convert these
advances into common shares. In addition, the note holder advanced an additional
$540,000, including $150,000 during the three months ended March 31, 2006, which
bears interest at 15% per annum and is due on demand.

(6)     
Notes payable  related parties

The
Company has outstanding notes payable to affiliates in the principal amount of
$1,205,000 at March 31, 2006. During the three months ended March 31, 2006, the
affiliates advanced $249,000. Of the total notes payable, $467,000 is
convertible into common shares of the Company at $.02 per share.

7



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The
Company used the intrinsic value method to determine proceeds that should be
allocated to the embedded beneficial conversion feature. As such, $492,000 was
credited to additional paid in capital in 2004. The allocation of $467,000 will
be amortized over 24 months commencing January 1, 2005, and the allocation of
$25,000 was charged to interest expense during the year ended December 31, 2004.

|                                                                       | 
|---------------------------------------------------------------------- | 
|Convertible debt - interest at 10% per annum, due on December 31, 2006 | 
|Demand Notes - interest at 15% per annum, due on demand                | 
|                                                                       | 
|                                                                       | 
|Debt discount, less amortization of $316,875                           | 
|                                                                       | 
|                                                                       | 
|                                                                       | 

(7)     
Common Stock

The
Company has obligations to issue common shares at March 31, 2006, pursuant to
the conversions of various loans and accrued interest, incentive shares, and
services as follows:

|                      | Shares | Amount     
|--------------------- | ------ | -----------
|Officers salary       |        | 6,479,479  
|Loan incentive shares |        | 6,055,762  
|Conversion of debt    |        | 47,000,000 
|Services              |        | 20,600,000 
|Conversion of related |        |            
|party debt            |        | 75,948,445 
|                      |        |            
|                      |        | 156,083,686
|                      |        |            

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

The
Company entered into a services agreement with a former officer during 2005, to
provide network operations for the Company for $24,000 per month. Termination of
the agreement by either party requires 60 days notice. On March 26, 2006, the
Company gave 60 day notice to terminate this agreement.

The
Company entered into a office lease agreement with a former officer for a
monthly fee of $1,860 per month plus common area charges. The lease expires
October 31, 2006.

The
Company has agreed to issue certain common shares to various related parties. As
of March 31, 2006, the Company does not have sufficient authorized shares to
affect these issuances (see Note 5, 6 and 7).

8



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(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, 2006, the Company incurred a net loss of $446,761. In addition,
the Company has an accumulated deficit of $77,286,753 and working capital and
stockholders deficits of $5,366,616 and $25,096,016 at March 31, 2006.

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 April 12,
2006, Michael J. Tracy filed a complaint in the District Court for Scottsbluff County,
Nebraska, against the Company, in  Case No. CI-06-291.  Mr. Tracy is the former CEO and
Director of the Company.  The Complaint alleges that the Company owes Mr. Tracy
$3,378,129 as of April 1, 2006, including principal and interest for loans Mr. Tracy made
to the Company at various times in 2001 and  2002.  The loans are represented by demand
notes.  On May 26, 2003, Mr. Tracy and the Company entered into an agreement for the
exchange and conversion of these notes for preferred stock of Telemetrix.  The Complaint
alleges that Telemetrix has failed to  perform this agreement.  The Company has
meritorious defenses to the Complaint and has filed an Answer to the Complaint  asserting
these defenses as well as Counterclaims against Mr. Tracy. Mr. Tracy has filed a Reply to
the Company `s Counterclaims .The Company  intends to vigorously defend the Complaint and
prosecute the Counterclaims against  Mr. Tracy.

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.

9



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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.

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 TowerGate 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.

10



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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 (a and b 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.

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 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.

Valley
Bank and Trust Co., (Valley Bank) located in Scottsbluff, Nebraska,
filed a Financing Statement and Security Agreement with the Secretary of State
of Nebraska listing Tracy Corporation II as a debtor in March 1998 and extended
on December 1, 2002. The Company is unaware of any debt owed to Valley Bank and
Valley Bank has not provided any evidence of indebtedness of the Company or
Tracy Corporation II. The Company has requested that Valley Bank file a
termination statement with the Nebraska Secretary of State.

11



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Other

The
Company has agreed to issue certain common shares to various related parties. As
of March 31, 2006 the Company does not have sufficient authorized shares to
affect these issuances.

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.

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 in the Litigation section
above. The application is currently pending.

(11)     
Subsequent Events

On
April 3, 2006, the Company entered into a Hosting Agreement and an Equipment
Services Agreement with a Nokia value added reseller located in Texas. This
Hosting Agreement will allow for compliance with Federal Communications
Commission and Department of Justice requirements for wireless carriers. The
transition from the switch in Gering, Nebraska to Texas will take place in June
2006.

On
April 26, 2006, the Company gave notice to its paging customers that it would be
discontinuing providing pager services effective June 9, 2006. The Company is
working with another local paging company to transition its paging customers.

As
of March 31, 2006, the note holder described in Note 5 advanced the Company
$840,000 and through June 7, 2006, the Company borrowed an additional $173,259.
The note holder agreed to convert $300,000 of these advances into 7,000,000
shares of the Companys common stock. The advances in excess of $300,000
bear interest at 15% and are due on demand.

As
of March 31, 2006, the related party described in Note 6 advanced the company
$1,038,000 and through June 7, 2006, the Company borrowed an additional
$830,000. The related party agreed to convert $300,000 of these advances into
11,000,000 shares of the Companys common stock. The advances in excess of
$300,000 bear interest at 15% and are due on demand.

12



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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, 2005. 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.

13



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

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.
|- |  | ------------------------------------------------------------------------------------------------------------------

14



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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.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During  the
three-month period ending March 31, 2006, our total revenues of $159,843  were derived
from the following:

|o |  | $16,629 from our pager related services; and
|- |  | --------------------------------------------

|o |  | $76,062
from our network services; and
|- |  | --------------------------------------

|o |  | $71,151
from other revenue
|- |  | --------------------------

We
believe that during the year 2006 pager related revenues will continue to
decline 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 for switch sharing services.

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 Service 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
2005, we did not commit to any significant capital expenditures. If we obtain
adequate funding, we expect to make the following significant capital
expenditures during 2006: $550,000 for a media gateway and $250,000 for new base
station equipment.

15



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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, 2005.

Results of
Operations

Comparison of
Three Months Ended March 31, 2006 and 2005

Revenues.
Revenues for the three months ended March 31, 2006 increased by $69,594 or 77.1%
to $159,843 from $90,249 for the three months ended March 31, 2005. The increase
in revenue is primarily attributable to an increase in network services to
$72,062 in the three months ended March 31, 2006, from $3,371 for the comparable
period in 2005. The increase is primarily due to renegotiated switch sharing
services provided to Wilkes Cellular. Other revenue increased 50.7% to $71,151
from $47,200 due to increased volumes of our customers in short message
reselling.

Cost
of Revenues. Cost of revenues currently consists primarily of signaling
charges and short message processing. Cost of revenues increased by 158.0% or
$72,731 to $118,760 for the three months ended March 31, 2006 from $46,029 for
the comparable 2005 period, representing 74.3% and 51.0% of the total revenues
for the three months ended March 31, 2006 and 2005, respectively. The increase
in the cost of revenues is attributable to high cost service providers related
to our network services revenue category which consists of service agreements
for signaling, billing and clearing functions. 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, 2006
reflected a loss of ($317,605) compared to an operating loss of ($208,256)
during the comparable 2005 period. On a year over year basis for the first
quarter, our operating losses increased by 52.5% or $109,349. The increase in
operating loss was primarily due to increased cost of revenue and increased
general and administrative expenses.

16



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Selling,
General and Administrative Expense. General and administrative expense
increased by $106,212 or 42.7% to $358,688 for the three month period ended
March 31, 2006, from $252,476 for the three-month period ended March 31, 2005.
The increase in our general and administrative expenses is primarily
attributable to increased costs in the accounting and legal services area
relating to the 14A Application filed with the Securities and Exchange
Commission in the first quarter of 2006.

Interest
Expense. Interest expense for the three-month period ended March 31, 2006
increased by $87,704 or 211.6% to $129,156 as compared to $41,452 for the
three-month period ended March 31, 2005. The increase in interest expense is due
to related party advances and third party loans that carry interest rates of 10%
to 15% as compared to lower balances of advances and loans in 2005.

Net
Loss. Net loss for the three-month period ended March 31, 2006 increased by
78.9% or $197,053 to ($446,761) from ($249,708) for the three months ended March
31, 2005. Net loss per share increased to $(0.02) for the three months ended
March 31, 2006, as compared to ($0.01) for the three months ended March 31,
2005.

Balance Sheet

Current
Assets. Current Assets amounted to $280,680 as of March 31, 2006
representing an increase of $65,000 or 30.1% from Current Assets of $215,680 as
of December 31, 2005. The increase is due to increased Accounts Receivable.

Current
Liabilities. As of March 31, 2006, Current Liabilities are $5,647,296
representing an increase of $592,592 or 11.7%, from Current Liabilities of
$5,054,704 as of December 31, 2005. Decreases in Accounts Payable and increases
in convertible debt and notes payable to related parties account for the
majority of the change from year-end 2005.

Liquidity
and Capital Resources

Net
cash used in operating activities for the period ending March 31, 2006 was
($346,137) compared with ($298,758) for the same period in 2005. This change can
be primarily explained by the increased net loss in the first quarter of 2006
versus the first quarter in 2005.

Cash
used in investing activities for the periods ended March 31, 2006 and March 31,
2005 was $0.

Cash
provided by financing activities was for the period ended March 31, 2006 was
$346,022 as compared to $352,025 for the period ended March 31, 2005. The cash
provided in both periods is from the proceeds of convertible notes and advances
from affiliates reduced by the payments on long-term debt.

17



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Cash
at March 31, 2006 amounted to $0 from $115 at December 31, 2005. Cash at May 31,
2006 amounted to $0. The advances from related parties and third party loans are
advanced to the company as needed.

Although
we plan to make material purchases of capital equipment during the second
quarter of 2006, we do not currently have material commitments for capital
expenditures beyond June 2006. 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 2006; therefore, we plan to raise money
through a private placement to fund the implementation of an expanding
operational plan.

As of
March 31, 2006, we had an accumulated deficit of $77,286,753 and working capital
and stockholders deficits of $5,366,616 and $25,096,016 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 $465,000 over the next six (6) months,
in the following areas:

|o |  | Salaries and labor = $225,000
|- |  | -----------------------------

|o |  | Network
operating costs = $150,000
|- |  | ----------------------------------

|o |  | G&A
(exclusive of salaries) = $90,000
|- |  | -------------------------------------

Our
current cash of $0 as of March 31, 2006 as well as our cash of $0 as of May 31,
2006 will satisfy our cash requirements for less than a day.

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:

|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;
|- |  | ---------------------------------------------------------------------------------------------

18



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|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.

Item  3.   
Controls and Procedures
As of
March 31, 2006, 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, 2006.

There
has not been any change in our internal control over financial reporting during
the quarter ended March 31, 2006 that has materially affected or is reasonably
likely to materially affect, our internal control over financial reporting.

19



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PART II.  OTHER
INFORMATION

Item  1.   
Legal Proceedings

On April 12,
2006, Michael J. Tracy filed a complaint in the District Court for Scotts Bluff County,
Nebraska, against the Company,  in Case No. CI-06-291.  Mr. Tracy is the former CEO and
Director of the Company.  The Complaint alleges that the Company owes Mr.  Tracy
$3,378,129.42 as of April 1, 2006, including principal and interest for loans Mr. Tracy
made to the Company at various times in  2001 and 2002.  The loans are represented by
demand notes.  On May 26, 2003, Mr. Tracy and the Company entered into an agreement for
the exchange and conversion of these notes for preferred stock of Telemetrix.  The
Complaint alleges that Telemetrix has failed to  perform this agreement.  The Company has
meritorious defenses to the Complaint.  The Company has filed an Answer to the Complaint
asserting these defenses as well as Counterclaims against Mr. Tracy. Mr. Tracy has filed
a Reply to the Companys Counterclaims. The  Company intends to vigorously defend
the Complaint and  prosecute the Counterclaims against Mr. Tracy.

We are
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 ProceedsNone

Item  3.   
Defaults Upon Senior SecuritiesNone

Item  4.   
Submission of Matters to a Vote of Securities Holders
The
Company has filed a 14A Preliminary Proxy Statement Application with the SEC on
April 27, 2006. The Company intends to have a shareholder meeting in the third
quarter of 2006.

Item  5.   
Other InformationNone

Item  6.   
Exhibits and Reports on Form 8-K

|31 |  | Certification
pursuant to section 302 of the Sarbanes-Oxley Act of 2002
|-- |  | -----------------------------------------------------------------------

|32 |  | 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

20



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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.

June 15, 2006

Telemetrix Inc.

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

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