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, 1999



                                 TELEMETRIX INC.
                          (formerly Arnox Corporation)
              ----------------------------------------------------
             (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 Michael L. Glaser, corporate Secretary
                          633 - 17th Street, Suite 2700
                             Denver, Colorado 80202
                                 (303) 292-1200
                 -----------------------------------------------
                (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, 1999,  Registrant had 7,514,200 issued and outstanding common shares
(reflects the 11.5-for-one reverse stock split on March 31, 1999).

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 and Deficiency .......... 4
               Consolidated Statements of Cash flows ......................... 5

Item 2.   Management's Discussion & Analysis of Financial Condition
          and Results of Operations .......................................... 9

                           Part II - Other Information

Item 1.   Legal Proceedings ................................................. 15
Item 2.   Changes in Securities and Use of Proceeds ......................... 15
Item 3.   Defaults Upon Senior Securities ................................... 15
Item 4.   Submission of Matters to a Vote of Security Holders ............... 15
Item 5.   Other Information ................................................. 15
Item 6.   Exhibits and Reports on Form 8-K .................................. 16
SIGNATURES .................................................................. 17


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

     Certain risks could cause actual  results or outcomes to differ  materially
from our expectations.  Such risks include:  our limited operating history,  our
ability to obtain sufficient  financing,  the technical and commercial viability
of our products and services,  our ability to develop and implement research and
development,  manufacturing,  sales and marketing,  financial and administrative
operations, our efforts to address Year 2000 issues, and other factors discussed
in our filings with the  Securities  and Exchange  Commission.  Forward--looking
statements  included in this Report speak only as of the date of this report and
we will not revise or update these statements to reflect events or circumstances
after the date of this  report or to reflect  the  occurrence  of  unanticipated
events.



                                       ii

<PAGE>

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

                                     Condensed Consolidated Balance Sheets
                           (Information as of June 30, 1998, and 1999, is unaudited)

                                                                                             At June 30
                                                                                       -------------------
                                                                                       1999           1998
                                     ASSETS                                            ----           ----
<S>                                                                              <C>             <C>
Current Assets
  Cash .......................................................................   $     (3,059)   $       --
  Accounts Receivable ........................................................        515,749            --

  Due from related companies .................................................         81,106            --
                                                                                 ------------    ------------
     Total current assets ....................................................        593,796            --


Capital Assets ...............................................................     26,073,903            --
Accumulated depreciation and amortization ....................................     (9,870,303)
Other Assets .................................................................      1,564,000            --
                                                                                 ------------    ------------
     Total Assets ............................................................   $ 18,361,396            --
                                                                                 ============    ============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
  Accounts payable ...........................................................        538,114            --
  Due to related companies ...................................................      2,910,711            --
                                                                                 ------------    ------------
     Total current liabilities ...............................................      3,448,825            --
                                                                                 ------------    ------------

Obligations under capital lease ..............................................         65,053            --
Leasehold inducement .........................................................        139,280            --
                                                                                 ------------    ------------
     Total long term liabilities .............................................        204,333            --
                                                                                 ------------    ------------
         Total Liabilities ...................................................      3,653,158            --
                                                                                 ------------    ------------

Shareholders equity (deficit):
  Common stock, $0.001 par value; 25 million shares authorized;
    7,514,200 and 320,000 shares issued and outstanding
    at June 30, 1999 and 1998, respectively ..................................          7,514            --
Additional paid-in capital ...................................................     25,024,740          25,777
Retained earnings (deficit) ..................................................    (10,324,016)        (25,777)
                                                                                 ------------    ------------
     Total Stockholders Equity ...............................................     14,708,238               0
                                                                                 ------------    ------------

         Total Liabilities and Equity ........................................   $ 18,361,396    $          0
                                                                                 ============    ============
</TABLE>


                 The accompanying notes are an integral part of
                    these consolidated financial statements

                                        3
<PAGE>

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

                             Consolidated Statements of Operations and Deficiency
                     (Information relating to the three month and six month periods ended
                                    June 30, 1998, and 1999, is unaudited)

                                                         Three Months Ended                 Six Months Ended
                                                               June 30,                         June 30,
                                                         -------------------             --------------------
                                                         1999           1998             1999            1998
                                                         ----           ----             ----            ----
<S>                                                <C>             <C>             <C>             <C>
Revenue:
   Service income ..............................   $    490,667    $       --      $    490,667    $       --
   Royalty revenue .............................          8,468            --             8,468            --
   Miscellaneous revenue .......................           --              --              --              --
                                                   ------------    ------------    ------------    ------------

         Total Revenue .........................        499,135            --           499,135            --
                                                   ------------    ------------    ------------    ------------

Expenses:
   Selling, general and administrative .........        574,179           3,938         574,179           8,508
   Depreciation and amortization ...............      2,113,978            --         2,113,978            --
   Research and development ....................        252,572            --           252,572            --
   Bad debts ...................................           --              --              --              --
   Interest expense ............................         52,706            --            52,706            --
                                                   ------------    ------------    ------------    ------------
         Total Expense .........................      2,993,436           3,938       2,993,436           8,508
                                                   ------------    ------------    ------------    ------------

Income Taxes:
   Current .....................................           --              --              --              --
   Deferred ....................................           --              --              --              --
                                                   ------------    ------------    ------------    ------------
         Total .................................           --              --              --              --
                                                   ------------    ------------    ------------    ------------
Net income (loss) ..............................     (2,494,300)         (3,938)     (2,494,300)         (8,508)
                                                   ============    ============    ============    ============

Deficit, beginning of period ...................     (7,829,716)           --        (7,892,716)           --

Deficit, end of period .........................   $(10,324,016)   $       --      $(10,324,016)   $       --
                                                   ------------    ------------    ------------    ------------

Weighted average shares outstanding
   during period ...............................      7,289,381         320,000       3,832,129         320,000

Loss per share .................................   $      (0.34)   $      (0.01)   $      (0.65)   $      (0.03)
                                                   ============    ============    ============    ============
</TABLE>



                 The accompanying notes are an integral part of
                    these consolidated financial statements

                                        4


<PAGE>

<TABLE>
<CAPTION>

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

                      Consolidated Statements of Cash Flows
         (Information as of and relating to the six month periods ended
                     June 30, 1998, and 1999, is unaudited)

                                                                   Six Months Ended June 30,
                                                                   ------------------------
                                                                     1999            1998
                                                                     ----            ----
<S>                                                              <C>            <C>
Cash flow from operating activities
   Net loss for the period ...................................   $(2,494,300)   $    (8,508)


   Adjustments to reconcile net cash from operations
     Expenses paid by Capston ................................          --            8,508
     Amortization of capital assets ..........................     2,113,978
     Amortization of leasehold inducement liability ..........          --             --
     Amortization of other assets ............................          --             --
     Changes in assets and liabilities .......................          --
       Accounts receivable ...................................       (78,450)          --
       Accounts payable ......................................       108,333           --
                                                                 -----------    -----------

            Net cash used in operating activities ............      (350,439)             0
                                                                 -----------    -----------

Cash flow from investing activities
   Purchase of capital assets ................................      (101,431)          --
                                                                 -----------    -----------
            Net cash used in investing activities ............      (101,431)          --
                                                                 -----------    -----------

Cash flow from financing activities
   Increase in capital lease liabilities .....................         4,459           --
   Repayment of capital lease liability ......................          --             --
   Increase in leasehold inducement liability ................        (3,821)          --
   Increase (repayment) of intercompany loans ................       307,957           --
   Proceeds from issuance of share capital ...................          --             --
                                                                 -----------    -----------
            Net cash used in financing activities ............       308,595           --
                                                                 -----------    -----------

Net increase (decrease) in cash ..............................      (143,275)             0
                                                                 -----------    -----------

Cash, beginning of period ....................................        40,216              0
                                                                 -----------    -----------

Cash, end of period ..........................................   $    (3,059)   $         0
                                                                 ===========    ===========
</TABLE>




                   The accompanying notes are an integral part
                   of these consolidated financial statements

                                        5

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Information as of and relating to the six month periods ended
                     June 30, 1998, and 1999, is unaudited)

1.   Description of Business

     Telemetrix  Inc. (the  "Company")  was recently  formed through a corporate
     combination   ("Combination")  between  Arnox  Corporation  and  Telemetrix
     Resource  Group,  Inc ("TRG").  In this reverse  takeover during the second
     quarter of 1999, TRG's shareholders acquired 6,127,200 shares from Arnox in
     exchange for all TRG stock.  After the Combination,  the companies  changed
     their names to reflect their complementary businesses:

     - Arnox became Telemetrix Inc.

     - TRG became Telemetrix Solutions Ltd.

     The Company offers enabling technologies, customer management solutions and
     products for digital telecommunications networks.

2.   Basis of Presentation of Interim Information

     Arnox (the  previous  name of the  Registrant)  was  inactive  prior to the
     Combination  on April 5, 1999,  when it  acquired  TRG.  For the six months
     ended June 30, 1999,  the  accompanying  unaudited  consolidated  financial
     statements include the activity of Telemetrix Solutions (formerly TRG) only
     after the  Combination,  i.e., from April 5, 1999, to June 30, 1999;  TRG's
     activity prior to April 5, 1999, is excluded.

     In Management's  opinion,  the accompanying  unaudited financial statements
     include all normal  adjustments  necessary to present  fairly the financial
     position at June 30,  1999,  and the results  from  operations  for the six
     months ended June 30, 1999 and the cash flows for the six months ended June
     30, 1999. Interim results are not necessarily indicative of results for the
     full year.

3.   Related Party Transactions

     Hartford Holdings Ltd.  ("Hartford"),  the Company's principal shareholder,
     also  controls  Mondetta  Telecommunications  Inc.  ("Mondetta"),  Web  CCB
     Systems Inc. ("WEB"), 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 Hartford and
     other affiliated companies.

         Due from Related Companies

               Mondetta Telecommunications Inc. ...................$      39,540
               Web CCB Systems Inc. ...............................       18,591
               Telemetrix Technologies Inc. .......................       22,975
                                                                      ----------
                                                                   $      81,106



                                       6
<PAGE>

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

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
         (Information as of and relating to the six month periods ended
                     June 30, 1998, and 1999, is unaudited)


         Due to Related Companies

               Hartford Holdings Ltd. ..........................$   2,404,322
               The Becker Group of Companies Inc. ..............      197,331
               Telemetrix Software Factory Inc. ................      309,058
                                                                   ----------

                                                                $   2,910,711

     The amounts due from Affiliated  Companies and due to Affiliated  Companies
     are non-interest  bearing and due on demand,  while amounts due to Hartford
     bear interest at the U.S. prime rate and are also due on demand.

     Accounts  receivable  includes  $203,500 owing from Telehub  Communications
     Corporation,   another   company  in  which   Hartford  is  a   substantial
     shareholder.

4.   Capital Assets 1998                                            Accumulated
                                                            Cost    Amortization
                                                            ----    ------------

        Computer Software .............................. $25,000,000 $ 9,722,222
        Computer and billing equipment .................     674,659      73,353
        Computer equipment held under capital lease ...       87,455      18,594
        Furniture and equipment ........................     123,314      24,564
        Leasehold improvements .........................     188,475      31,570
                                                         -----------   ---------
                                                         $26,073,903 $ 9,870,303

        Net book value..................................             $16,203,600

5.   Leasehold Inducement

     During  the  year  the  Company   received  an  inducement   from  Northern
     Cablevision  Ltd.,  an  affiliate,   to  subsidize  leasehold   improvement
     expenditures.  The inducement has been capitalized as a deferred  liability
     and will be  amortized  over the same 10 year useful life as the  leasehold
     improvements.

             Leasehold inducement ........................... $   163,600
             Accumulated amortization .......................      24,320
                                                                ---------
                                                              $   139,280


                                       7
<PAGE>


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

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
         (Information as of and relating to the six month periods ended
                     June 30, 1998, and 1999, is unaudited)


6.   Subsequent Events

     Effective July 31, 1999, the Company acquired  Telemetrix Software Factory,
     which produces and markets computer software products and services.

     The  Combination  (see note 1) also  includes the  acquisition  of Tracy II
     Corporation  d/b/a  Western  Total  Communications  ("WTC") in exchange for
     5,372,800  shares  issued to WTC's  shareholders.  Since  WTC  holds  radio
     frequency licenses from the U.S. Federal Communications Commission ("FCC"),
     this transaction requires FCC consent,  which is still pending. The Company
     believes the FCC will consent to its  acquisition of WTC during the quarter
     ending September 30, 1999.


















                                       8
<PAGE>


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

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 the projections in our forward-looking statements.

     OVERVIEW.  We offer enabling technologies and customer management solutions
     for communications networks. As telecommunications markets grow and service
     categories converge,  carriers must both expand the scope of their services
     while  solidifying  their customer base with quality customer  service.  We
     believe our products  and services  directly  address  those needs.  We can
     offer  individual  components  or package  solutions  to customers in these
     highly competitive  markets,  to enable them to add value,  bundle services
     and expand their  businesses.  We currently provide Billing & Customer Care
     services  through the  Telemetrix  Solutions  subsidiary.  Features of such
     services  include rating,  bill  generation,  order  fulfillment,  customer
     service, fraud control and accounts receivable processes.

          We  initially  entered  the  telecommunications   industry  through  a
     corporate combination  ("Combination") between Arnox Corporation (now named
     "Telemetrix Inc.") and Telemetrix  Resource Group Limited ("TRG", now named
     "Telemetrix  Solutions  Ltd."; we use "TRG" and "Telemetrix  Solutions" for
     activities before and after,  respectively,  the  Combination).  Before the
     Combination,  Arnox was inactive and TRG was just commencing operations. At
     this early stage of its business,  TRG spent  approximately  $25,600,000 to
     acquire  customer  care  software  (TRACCS & Intro CCB,  collectively,  the
     "Billing  Software)  and then to refine  and ready that  software  for use.
     TRG's principal  stockholders  funded these development  activities through
     loans  ($600,000) and equity  contributions  ($25  million).  As Telemetrix
     Solutions launched its services, we incurred additional costs to set up our
     corporate  infrastructure  and hire  operations  staff.  Since our Company,
     products and services are  innovative and  relatively  unknown,  we are now
     conducting  "missionary"  marketing to create awareness of our products and
     services.

          TRG  acquired  the  TRACCS  software  in April  1998 and the Intro CCB
     software in June 1998, and completed development of the Billing Software in
     third quarter 1998. TRG began marketing  Billing Software  licenses as well
     as the  Customer  Care  Service  Bureau  operations  (in  which we  perform
     customer  management services on behalf of carrier customers) in late 1998.
     During 1998, TRG did not issue any Billing Software licenses but did obtain
     four Service Bureau customers who were billed $18,000. During the first six
     months of 1999, we obtained two additional  Service Bureau  customers,  who
     were billed $143,000, and issued one Billing Software license for $250,000.
     To  accommodate  this  increased  business,  our staff expanded from six to
     thirty. TeleHub Communications Corporation ("TeleHub"), an affiliate of our
     principal  shareholder  hired us to help  them  design  their  billing  and
     customer   care  systems;   during  1998  and  1999,   we  billed   TeleHub
     approximately $700,000.





                                       9
<PAGE>
                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)


          When  licensing  the  Billing  Software,  we will  charge a base  fee,
     generally  $2.5  million for TRACCS and $0.5  million  for Intro CCB,  plus
     additional  fees for  additional  modules or customized  features.  We also
     intend to charge an additional monthly fee (approximately 15% to 18% of the
     license fee) for software  maintenance  and  upgrades.  For Service  Bureau
     activities,  we intend to  charge a fee of 3%-5% of the  customer's  annual
     revenue, lower than the customary 4%-6% fee for telecommunications  billing
     services.  While we actively market the Billing Software and Service Bureau
     to  numerous  carriers,  especially  those  with  annual  sales  under $100
     million,  we estimate that  transactions  with  affiliates  such as TeleHub
     might generate  approximately 50% of 1999 revenue from billing and customer
     care  services.  As we expand our customer  base,  revenue from  affiliates
     should  decline to 20% of total  revenue  from  billing and  customer  care
     services.

          In July 1999, we acquired Telemetrix Software Factory,  which develops
     customized   software   products   and   services,    primarily   for   the
     telecommunications and power utilities industries.  Furthermore,  we agreed
     to  acquire  Tracy  II  Corporation   (doing   business  as  Western  Total
     Communications,  "WTC"), which develops products for wireless telemetry and
     provides  wireless  communications  services in the west  Nebraska  region,
     subject to consent from the Federal Communications  Commission.  We believe
     the FCC will  consent to our  acquisition  of WTC so we can  complete  that
     acquisition  by  September  30,  1999  (our  Current  Reports  on Form  8-K
     describe   this   transaction;   see  Item   6(b),   below).   After  these
     acquisitions, our products, services and expertise will cover distinct, but
     inter-related business areas:

          o    Billing  &  Customer  Care  (rating,   bill   generation,   order
               fulfillment, customer service, fraud control, accounts receivable
               processes);
          o    Software Development (for internal integration needs and end-user
               customization).
          o    Wireless   telecommunications   (rural  PCS,  paging  and  mobile
               services);
          o    Wireless  Telemetry  (reading,  monitoring,  transmitting  data &
               controlling remote devices);

     Since the  products  and services of  Telemetrix  Software  Factory and WTC
     require further  development,  we expect to incur  additional  costs before
     those operations generate revenue.

     DESCRIPTION OF FINANCIAL COMPONENTS

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

        Revenue Source                  Cost of Sales (excluding depreciation)
        --------------                  -------------------------------------
        Billing Software Licensing      Compensation for technical staff
        Service Bureau                  Billing expenses (printing costs, paper,
                                         postage and delivery)
        Software Maintenance            Compensation for technical staff

     Operating Expenses.  As we develop our products and services and ready them
     for  market,  the  operating  expenses  principally  consist of  research &
     development,  customer support and implementation and selling,  general and
     administrative  costs.  When we launch products and services,  then selling
     expenses  substantially   increase,   while  research  &  development  will
     decrease.  After sales of products and services reach "regular" levels, the


                                       10
<PAGE>

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

     principal operating expenses will be customer support,  selling,  general a
     administrative.  Since we are still in the initial  stages of our  business
     plan,  operating expenses probably will increase during the next year as we
     continue research & development,  implementation  and selling to expand our
     operations.

     Research &  Development:  These costs  consist  primarily  of salaries  and
consulting costs for improving and customizing the billing  software.  We expect
research & development  always will constitute a significant  operating  expense
because we must continually enhance and upgrade our products and services.

          Capital Expenditures: The Service Bureau also has volume-based capital
          requirements.  As this business  grows, we must purchase more powerful
          computers and hire more service representatives to support the growth.

          Selling:  Sales & Marketing  expenses include salaries and commissions
          for sales staff, trade show expenses, consulting fees and advertising.
          Since our Company, products and services are innovative and relatively
          unknown, we must conduct considerable "missionary" marketing to create
          awareness of our products and services.  Similarly, we will incur high
          initial   marketing   expenses  when   addressing  new  categories  of
          customers;  for example,  when we expand the Billing  Software  target
          market  from  smaller  carriers to LECs and  utility  companies.  Such
          missionary work will entail  significant  initial  marketing costs. We
          anticipate   low  sales  volumes  for  12  to  18  months  before  our
          "missionary" work takes root and sales reach "regular" levels.

          Licensing:  The Billing & Customer Care  operations use several AS/400
          computers and smaller  PC-based  computing  systems which will require
          periodic maintenance fees and software upgrade license fees.

          General  and  Administrative:   General  and  administrative  expenses
          primarily  consist of  salaries  and related  expenses of  management,
          support  personnel,  occupancy  fees,  professional  fees, and general
          corporate and  administrative  expenses.  As the size and scope of our
          business  grow, we must  supplement  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 and goodwill.  We amortize  computers,  billing equipment
     and Billing  Software costs over three years.  The acquisition cost for the
     Billing  Software and related  equipment was significant  ($25 million) and
     will cause high  depreciation and  amortization  expense for the next three
     years.  Although we will incur additional capital  expenditures every year,
     such  expenditures  should be lower than those incurred during the start-up
     period.  We expect the respective  depreciation and amortization to decline
     after the initial three year period.

     Interest Expense.  Interest expense includes interest we pay on third party
     debt,  related party debt,  imputed  interest from capital leases and other
     obligations.  The Company's  principal interest expense arises from related
     party debt.



                                       11
<PAGE>
                                 TELEMETRIX INC.
                          (Commission File No. 0-14724)


RESULTS OF OPERATIONS

From April 5, 1999 to June 30, 1999, compared to six months ended June 30, 1998

We acquired TRG on April 5, 1999; prior to that  acquisition,  we were inactive.
Consequently,   this  discussion  and  the  unaudited   Consolidated   Financial
Statements  include Telemetrix  Solution's  activity only after its acquisition,
i.e., from April 5, 1999, to June 30, 1999 (the "Recent Period"); TRG's activity
prior to April 5,  1999,  is  excluded.  During the  Recent  Period,  Telemetrix
Solutions began marketing and started  providing  services and products to their
initial customers. The operating results for this period reflect the early stage
of our business and our significant research and development  activities.  Arnox
was inactive during the six months ended June 30, 1998.

     Revenue totaled $500,000 during the Recent Period,  compared to none during
the six months  ended June 30,  1998.  During the  Recent  Period,  we  received
$61,000  from  the  four  clients  of  the  service  bureau  and  $439,000  from
consulting, software development and maintenance services. This revenue includes
transactions  with  TeleHub,  an  affiliate,  which paid  $194,000  for software
consulting  services.  During the six months ended June 30,  1998,  there was no
revenue.  We expect  revenue to  increase  substantially  over the next 12 to 18
months.

     Cost of Sales (excluding  depreciation) for the Recent Period were $24,500,
compared  to none  during the six  months  ended June 30,  1998.  This  increase
resulted from the initiation of billing services.

     Operating  expenses  increased  to $803,000  during the Recent  Period (TRG
incurred  operating  expenses of $392,000  for the three  months  ended June 30,
1998).  The increase is primarily due to salary and consulting costs incurred to
build the infrastructure required to support our growing client base.

          Research & Development  expenses  increased to $239,400 for the Recent
     Period (TRG  incurred  operating  expenses of $83,600 for the three  months
     ended June 30, 1998).  Salary and consulting  costs increased to service to
     support the growing  client  base.  Research &  development  expenses  will
     increase  until  second  quarter  of  2000,  principally  for  establishing
     Telemetrix  Software Factory's Object Technology  libraries and programming
     tools and for developing WTC's technology.

          Pre-Production  expenses were not incurred during the Recent Period or
     the six months ended June 30, 1998.  After we acquire  Telemetrix  Software
     Factory and WTC, we will incur pre-production  expenses in order to develop
     their technology.

          Licensing  expenses were not material  during the Recent Period or the
     six  months  ended June 30,  1998.  After we  acquire  Telemetrix  Software
     Factory and WTC, we will incur licensing  expenses in connection with their
     technology.

          Manufacturing  expenses were not incurred  during the Recent Period or
     the six months  ended June 30,  1999.  After we acquire  WTC, we will start
     incurring  manufacturing  expenses for WTC's products in the fourth quarter
     of 1999.



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

          Sales & Marketing expenses increased to $174,300 for the Recent Period
     (TRG  incurred  sales & marketing  expenses of $39,600 for the three months
     ended June 30, 1998).  Increased salary and promotional  expenses have been
     incurred to create awareness of our products and to build our client base.

          General & Administrative expenses increased to $389,300 for the Recent
     Period (TRG incurred general & administrative  expenses of $268,800 for the
     three months ended June 30,  1998).  This increase  primarily  results from
     salary costs for building the finance and accounting  infrastructure needed
     to support a growing business.

     Depreciation  and  Amortization  expense  increased to $2.1 million for the
Recent  Period  (TRG  incurred  depreciation  and  amortization  expense of $1.4
million for the three  months  ended June 30,  1998).  The  increase is directly
related  to one  additional  month  of  amortization  for the  computer  license
software.

     Interest expense was $52,700 for the Recent Period. This expense represents
the interest charges on related party loans,  principally the loan from Hartford
Holding Ltd.

     Net loss.  We reported a net loss of $2.494  million for the Recent  Period
(TRG's net loss was $1.781  million for the three months  ended June 30,  1998).
The  principal  component of this net loss was the  significant  depreciation  &
amortization  expense for the computer  software license.  We did not record 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 $2.8 million) and equity contributions ($25 million). The Service
Bureau   operations   have  also  provided  some  funding  for   operations  and
development. We expect to have positive cash flow by the fourth quarter of 1999.

If we fail to operate  within the planned  operational  budget or fail to obtain
revenue from operations,  then we must obtain additional funds; no assurance can
be given  that  such  funds  would be  available  or that  such  funds  would be
available on acceptable terms or in the amounts or time periods we require.

YEAR 2000 READINESS
The term "Year 2000 Issue"  generally  describes the various problems that might
result  from  improper  processing  of  dates  and  date-sensitive  calculations
involving dates in the Year 2000 and beyond.  The "Year 2000 Issue" results from
computer  programs  using  two  digits  rather  than four  digits to define  the
applicable  year,  so that all dates are  interpreted  as being between 1900 and
1999.  Computers  and other  equipment  using  such  programs  will  incorrectly
interpret dates after the year 1999. Such  misinterpretation  might cause system




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<PAGE>

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


failures  or  miscalculations  and  thereby  disrupt  operations,  for  example,
temporary inability to process  transactions,  to send invoices, or to engage in
other normal business  activities.  Year 2000 issues could affect us through the
Year 2000  incompatibility  of our own computer systems and equipment as well as
the Year 2000  incompatibility of third parties,  such as vendors,  suppliers or
customers.

     The Company  believes that adequate  resources have been allocated for this
purpose and does not expect to incur  significant  expenditures  to resolve Year
2000 issues.

























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<PAGE>


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

                           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. On April 5, 1999, Registrant
               issued 6,127,200 shares of its common stock as the  consideration
               for  its  acquisition  of  Telemetrix  Resource  Group,  Inc.,  a
               Colorado  corporation  ("TRG").  These  securities were issued to
               TRG's  sole  shareholder  in a private  transaction  exempt  from
               Securities  Act  registration  pursuant to Securities Act section
               4(2).  This  transaction  was described in  Registrant's  Current
               Report on SEC Form 8-K filed April 14, 1999 (see Item 6(b)(1)).

               Concurrently  with this  issuance,  Registrant  issued  1,067,000
               shares of common stock to certain  consultants  and advisors in a
               transaction registered under the Securities Act on SEC Form S-8.

          (d)  Not Applicable.

Item 3.   Defaults Upon Senior Securities.
          (a)  Not Applicable.

          (b)  Not Applicable.

Item 4.   Submission of Matters to a Vote of Security Holders.
          No matters were submitted for a vote of Security Holders.

Item 5.   Other Information
          None.



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<PAGE>

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


Item 6.   Exhibits and Reports on Form 8-K.
          (a)  Exhibits. (*means filed with this Report)

               (2.1) Reorganization Agreement, dated March 22, 1999, between and
                     among the Registrant, TRG, WTC and the  stockholders of TRG
                     and WTC. Submitted with Registrant's  Current Report on SEC
                     Form 8-K filed April 14, 1999.

               (3.1) Amendment to the Certificate of Incorporation of Telemetrix
                     Inc.  (formerly  Arnox Corporation)  dated March 22,  1999.
                     Submitted with Registrant's  Current Report on SEC Form 8-K
                     filed April 5, 1999.

               (4.1) Specimen Certificate  for  shares of the  $0.001  par value
                     Common Stock of Telemetrix Inc. Submitted with Registrant's
                     Current Report on SEC Form 8-K filed April 5, 1999.

               (16.1) Letter  from  Want & Ender  C.P.A.,  dated  May 11,  1999,
                     regarding change in certifying accountants.  Submitted with
                     Registrant's Current  Report  on SEC Form 8-K filed May 17,
                     1999.

              *(27) Financial Data Schedules.

          (b)  Reports on Form 8-K. During the three months ended June 30, 1999,
               Registrants filed the following Current Reports on SEC Form 8-K:

               (1)  April  5,  1999:   Reported   amendments   to   Registrant's
                    Certificate of Incorporation that changed Registrant's name,
                    effected a reverse  split of  Registrant's  common stock and
                    increased Registrant's the authorized capital (Item 5: Other
                    Events).

               (2)  April 14, 1999:  Reported  Registrant's  acquisition  of TRG
                    through a "reverse  takeover"  (Items 1, 2, 4, 5 & 6).  This
                    Report was amended on:

                    (i)   April 23, 1999: to revise description  of the "reverse
                          takeover".

                    (ii)  May 17,  1999: to revise Item 4 (Change in  Certifying
                          Accountant).

                    (iii) May 18, 1999:  to revise Item 4 (Change in  Certifying
                          Accountant).

               (3)  June 30, 1999:  Reported that  Registrant  had not engaged a
                    Certifying  Accountant and update the status of the "reverse
                    takeover"  of  Tracy II  Corporation  d /b/a  Western  Total
                    Communications ("WTC").






                                       16
<PAGE>


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


                                   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 18, 1999          By:        /s/ OZ PEDDE
                              --------------------------------------------------
                              Oz Pedde
                              Chief Executive Officer &
                              Acting Chief Financial Officer
















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