##### Table of Contents

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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, 2007
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------

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

# TELEMETRIX INC.(Exact name of small business issuer as specified in its
charter)

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

6650 Gunpark
Drive, Suite 100, Boulder, C0 80301(Address of principal executive offices)
303-652-0103(Issuers telephone number)

7105 La Vista
Place, Suite 100, Longmont, CO 80503(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  [X]    No  [   ]

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. There are  180,483,368 shares of common stock outstanding as of
April 15, 2007.

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





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##### Table of Contents

TELEMETRIX
INC.INDEX



PART  I -
FINANCIAL INFORMATION

|                            |  | PAGE NO.                                                                                            
|--------------------------- |  | ----------------------------------------------------------------------------------------------------
|Item 1.                     |  | Financial Statements.                                                                               
|                            |  |                                                                                                     
|                            |  | Consolidated Balance Sheet as of March 31, 2007 (unaudited)                                         
|                            |  |                                                                                                     
|                            |  | Consolidated Statements of Operations for the Three Months Ended March 31, 2007 and 2006 (unaudited)
|                            |  |                                                                                                     
|                            |  | Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2007 and 2006 (unaudited)
|                            |  |                                                                                                     
|                            |  | Notes to Consolidated Financial Statements                                                          
|                            |  |                                                                                                     
|Item 2.                     |  | Managements Discussion and Analysis of Financial Condition and Plan of Operations                  
|                            |  |                                                                                                     
|Item 3.                     |  | Controls and Procedures.                                                                            
|                            |  |                                                                                                     
|PART II  OTHER INFORMATION |  | 18                                                                                                  
|                            |  |                                                                                                     
|Item 1.                     |  | Legal Proceedings.                                                                                  
|                            |  |                                                                                                     
|Item 2.                     |  | Changes in 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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##### Table of Contents

# PART IFINANCIAL INFORMATION

## Item 1.
      Financial Statements

Telemetrix,
Inc.Consolidated Balance SheetMarch 31, 2007(Unaudited)

|                                                               | 
|-------------------------------------------------------------- | 
|Assets                                                         | 
|                                                               | 
|Current assets:                                                | 
|Accounts receivable, net                                       | 
|                                                               | 
|Property and equipment, net                                    | 
|                                                               | 
|Other assets:                                                  | 
|Licenses                                                       | 
|                                                               | 
|Total assets                                                   | 
|                                                               | 
|                                                               | 
|Liabilities and stockholders (deficit):                       | 
|                                                               | 
|Current liabilities:                                           | 
|Bank overdraft                                                 | 
|Accounts payable                                               | 
|Accrued expenses                                               | 
|Accrued interest-Convertible debentures                        | 
|Convertible debentures                                         | 
|Notes payable                                                  | 
|Notes payable - affiliates                                     | 
|Accrued Interest - affiliates                                  | 
|                                                               | 
|Total current liabilities                                      | 
|                                                               | 
|                                                               | 
|Stockholders (deficit):                                       | 
|Preferred stock, $.001 par value, 25,000,000 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,                                 | 
|750,000,000 shares authorized,                                 | 
|180,483,368 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, 2007 and 2006
(Unaudited)

|                                                 | 2007 | 2006               
|------------------------------------------------ | ---- | -------------------
|Revenue:                                         |      |                    
|Pager                                            |      | $                 
|Network services                                 |      |                   
|Short messaging                                  |      | 41,776             
|Other                                            |      | 1,919              
|                                                 |      |                    
|Total revenue                                    |      | 43,695             
|                                                 |      |                    
|                                                 |      |                    
|Cost of revenue                                  |      | 42,642             
|                                                 |      |                    
|                                                 |      |                    
|Gross margin                                     |      | 1,053              
|                                                 |      |                    
|                                                 |      |                    
|Operating expenses:                              |      |                    
|Selling, general and administrative expenses     |      | 523,370            
|                                                 |      |                    
|Total operating expenses                         |      | 523,370            
|                                                 |      |                    
|                                                 |      |                    
|(Loss) from operations                           |      | (522,317           
|                                                 |      |                    
|                                                 |      |                    
|Other (income) expense:                          |      |                    
|Gain on the settlement of debt                   |      | (80,330            
|Interest expense                                 |      | 190,683            
|                                                 |      |                    
|Total other (income) expense                     |      | 110,353            
|                                                 |      |                    
|Net (loss)                                       |      | $      (632,670    
|                                                 |      |                    
|                                                 |      |                    
|Per share information - basic and fully diluted: |      |                    
|Weighted average shares outstanding              |      | 180,876,701        
|                                                 |      |                    
|                                                 |      |                    
|Net (loss) per share                             |      | $           (0.00  
|                                                 |      |                    
|                                                 |      |                    

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, 2007 and 2006
(Unaudited)

|                                          | 2007 | 2006        
|----------------------------------------- | ---- | ------------
|Cash flows from operating activities:     |      |             
|Net cash (used in) operating activities   |      | $(336,672   
|                                          |      |             
|                                          |      |             
|Cash flows from investing activities:     |      |             
|Purchase of property and equipment        |      | (39,550     
|                                          |      |             
|Net cash (used in) investing activities   |      | (39,550     
|                                          |      |             
|                                          |      |             
|Cash flows from financing activities:     |      |             
|Advances from affiliates                  |      | 330,350     
|Proceeds from notes payable               |      | 718,714     
|Payments on notes payable affiliates      |      | (718,714    
|                                          |      |             
|                                          |      |             
|Net cash provided by financing activities |      | 330,350     
|                                          |      |             
|                                          |      |             
|Net increase (decrease) in cash           |      | (45,872     
|                                          |      |             
|Beginning - cash balance                  |      | 45,872      
|                                          |      |             
|                                          |      |             
|Ending - cash balance                     |      |            
|                                          |      |             
|Supplemental cash flow information:       |      |             
|Cash paid for income taxes                |      | $          
|                                          |      |             
|Cash paid for interest                    |      | $          
|                                          |      |             
|                                          |      |             

See the
accompanying notes to the consolidated financial statements.

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TELEMETRIX,
INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2007(UNAUDITED)

NOTE  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, 2006, and for the two years then ended, including
notes thereto included in the Companys Form 10-KSB.

NOTE  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 is calculated by
dividing net income (loss) by the weighted average number of common shares
outstanding for the period. Diluted earnings (loss) per share is 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.

NOTE  3.   
NOTES PAYABLE  AFFILIATES

The
Company has outstanding notes payable to three affiliates of the Company in the
principal amount of $3,844,109 at March 31, 2007. During the three months ended
March 31, 2007, Becker Capital Management, an affiliate, advanced $330,350 under
a Convertible Promissory Note dated October 2, 2006. On March 30, 2007, the
Company repaid Becker Capital Management $718,714 of advances made from October
3, 2006 through March 1, 2007. The related party note balances as of March 31,
2007 are as follows:

|Type of Debt      | Interest  Rate | Conversion  Price/Share | MaturityDate | Amount  of Principal
|----------------- | -------------- | ----------------------- | ------------ | --------------------
|Demand notes      |                | 15%                     |              | N/A                 
|Convertible notes |                | 15%                     |              | $.015               
|Convertible notes |                | 10%                     |              | $.020               
|                  |                |                         |              |                     
|                  |                |                         |              |                     
|                  |                |                         |              |                     
|                  |                |                         |              |                     

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The
Company has issued demand notes to Nyssen LP (Nyssen) totaling
$713,259 for advances from November 30, 2004 through March 31, 2007. The demand
notes pay interest at 15% per annum and are due on demand. During the three
months ended March 31, 2007, the Company recorded interest expense of $26,450 on
these loans.

On
October 2, 2006, the Company issued convertible promissory notes for $2,547,214
to Becker Capital Management LLC and LB Becker Consulting Inc.
(Becker) in exchange for their cancellation of existing demand notes
of $2,382,000 principal and $165,214 of accrued interest. The convertible
promissory notes pay interest at 15% per annum and provide a conversion feature,
based on the prior 10 day average stock trading price of the Companys
common stock on Pinksheets on October 2, 2006, which was $.015 per share. The
notes mature on December 31, 2007. During the first three months of 2007, Becker
Capital advanced the Company $330,350 under this convertible promissory note. On
March 30, 2007, the Company repaid $718,714 of advances under the note from the
proceeds of a $718,714 loan from a commercial lender. The loan with the
commercial lender was guaranteed by Larry Becker, principal of Becker Capital
Management. Additionally, Becker Capital Managements security interest in
the certain property was assigned to this commercial lender. During the three
months ended March 31, 2007, the Company recorded interest expense of $118,431
on these notes.

On
December 31, 2004, the Company issued a $467,000 term note to Tracy Broadcasting
Corporation with interest at 10% per annum and a maturity date of December 31,
2006. The note is convertible into common shares at the rate of $.02 per share.
The note evidences prior advances made to the Company in 2002 and 2003. The note
is currently in default and Tracy Broadcasting Corporation has filed a complaint
in the District Court of Nebraska seeking repayment of the note and interest.
The Company recorded $14,127 of interest expense on this note during the first
three months of 2007.

NOTE  4.  
NOTES PAYABLE

The
Company entered into a Business Loan Agreement on March 30, 2007 and borrowed
$718,714 on a variable rate loan due on March 30, 2011. The Company will pay
this loan in accordance with the following payment schedule: 12 monthly
consecutive interest payments, beginning April 30, 2007, with interest
calculated on the unpaid principal balances at an interest rate based on the
Wall Street Journal Prime Rate (currently at 8.259%); 35 monthly consecutive
principal and interest payments in the initial amount of $22,647 each, beginning
April 30, 2008 with the interest calculated on the unpaid principal balances at
the interest rate based on the Wall Street Journal Prime Rate (currently at
8.259%). The Company entered into a Security Agreement granting to Lender a
security interest in certain equipment. The Company had previously granted a
security interest in the equipment to Becker Capital Management and LB Becker
Consulting, who assigned the security interest to this Lender.

$1,200,000
Convertible debentures  interest at 6.0% per annum, conversion feature
allows the holder to use the debenture as payment for a like value of securities
should the Company complete a stock offering of $6,000,000 at January 1, 2001.
Such an offering was not completed. The debentures are currently in default. The
Company recorded $25,533 of interest expense on these debentures during the
first three months of 2007. Total interest payable on these debentures is
$570,312 at March 31, 2007.

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NOTE  5.  
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, 2007, the Company incurred a net loss of $632,670. In addition,
the Company has an accumulated deficit of $79,910,376 and working capital and
stockholders deficits of $7,767,342 and $6,898,485 at March 31, 2007.

The
Companys ability to continue as a going concern is contingent upon its
ability to expand its service operations and 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.

NOTE  6.  
LITIGATION

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. In November 2006, the Company
tendered 23,894,351 shares of common stock to Mr. Tracy in satisfaction of the
May 26, 2003 Exchange and Conversion Agreement and 3,472,789 shares of common
for deferred compensation. Additionally, the Company has offered Mr. Tracy the
right to exchange the 23,894,351 share of common stock for 101,551 shares of
Series D preferred shares and 3,584,151 shares of common pursuant to the May 26,
2003 Agreement. Mr. Tracy returned the shares tendered claiming that he did not
agree to accept common shares in lieu of preferred shares. Mr. Tracy gave no
explanation for returning the common shares he agreed to accept as deferred
compensation. The Company has meritorious defenses to the Complaint, and is
vigorously defending this legal action. Additionally, the Company has filed
counterclaims against Mr. Tracy in connection with the Complaint. The parties
are now conducting discovery in this case.

On
January 16, 2007 Tracy Broadcasting Corporation filed a complaint in the
District Court for Scottsbluff County, Nebraska, against the Company, in Case
No. CI-07 37. Tracy Broadcasting Corporation is owned by Michael Tracy, a former
CEO and Director of the Company. Mr. Tracy is also a major shareholder of the
Company. The Complaint alleges that the Company owes Tracy Broadcasting
Corporation $565,400 for outstanding loans under a promissory note issued in
December 2004. The Company did issue Mr. Tracy a promissory note in December
2004 for $467,000 plus interest at 10% per annum but the Company is currently
engaged in another lawsuit involving Mr. Tracy in which the promissory note
appears to be related to the issue in the other pending lawsuit. The Company is
taking the matter under legal advisement, but intends to file an appropriate
answer when due. The $467,000 plus the accrued interest have been recorded on
the books of the Company.

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On
February 2, 2007 Michael J. Tracy filed a complaint in the County Court for
Scottsbluff County, Nebraska, against the Company, in Case No. CI-07 169.
Michael Tracy is a former CEO and Director of the Company. Mr. Tracy is also a
major shareholder of the Company. The Complaint alleges that the Company owes
Mr. Tracy $3,496 in rent, electrical, water, heating/air-conditioning and
janitorial bills for November and December 2006, associated with a lease
agreement that expired October 31, 2006. The Company is taking the matter under
legal advisement, but intends to file an appropriate answer when due.

Other

On
October 19, 2006, the Company filed a Request for Arbitration with the World
Intellectual Property Organization against UT Starcom, Inc., the successor in
interest to Telos Technologies, Inc., the manufacturer of the Sonata SE
switching system (GSM switch). The Request for Arbitration was accepted on
October 24, 2006. The dispute relates to a Master Purchase and License Agreement
dated October 22, 2003 for a Sonata SE Global System for Mobile Communications
switching system. The Company requests arbitration of the following claims: (1)
breach of contract; (2) breach of good faith and fair dealing; (3) fraudulent
misrepresentations; (4) fraudulent inducement; (5) negligent misrepresentation;
(6) intentional interference with existing contractual relations; (7)
intentional interference with prospective economic relations; (8) negligent
interference with existing economic relations; and (9) negligent interference
with prospective economic relations. The Company claims that UT Starcom failed
to perform from the time of installation and UT Starcom failed to deliver five
significant features and functionality that UT Starcom represented would be
available at the time the Company purchased the GSM switch. These features and
functionality include among others (1) E911-Phase II functionality in the GSM
Switch so that Telemetrix could comply with the FCCs mandated 911 services
requirement by June 30, 2006; (2) a GSM feature including intelligent network
functions into a GSM network system; and (3) CALEA, which imposes upon
Telemetrix a statutory obligation to ensure that its equipment, facilities or
services that provide a customer or subscriber with the ability to originate,
terminate or direct communications. Telemetrix requests entry of an award during
the arbitration in its favor and against UT Starcom as follows:

|A. |  | for
general damages in an amount to be established at trial;
|-- |  | ------------------------------------------------------------

|B. |  | alternatively,
a rescission of the Agreement;
|-- |  | ---------------------------------------------

|C. |  | for
cost of the arbitration, including attorneys fees; and
|-- |  | -----------------------------------------------------------

|D. |  | for
such other and further relief as the Arbitrator may deem just and fair.
|-- |  | ---------------------------------------------------------------------------

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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. If Valley Bank
refuses this request, the Company will contest the validity of the financing
statement and security agreement.

NOTE  7.  
NON-RECURRING CHARGES

The
Company recorded a gain on the extinguishment of debt of $80,330 in the first
quarter of 2007 which is the result of the debt going beyond the statute of
limitations for collection.

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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, 2006. 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 $7
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, wireless network companies, and our switch hosting provider,
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.

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Overview

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

We
previously provided professional, back office, and switch sharing services to
medium and smaller size wireless carriers through our Network Services Division.
In June 2006 we discontinued providing one way wire communication (paging)
services. In September 2006 we discontinued providing professional, back office,
and switch sharing services through our Network Services Division

Divisions

We
operate the following divisions:

|o |  | Telemetry  Our Telemetry Division offers wholesale and retail messaging
services. For businesses and end users, we provide 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 |  | Pager Services  Our Paging Division offers wholesale and retail messaging
services. For businesses and end users, we provide regional paging services. We
discontinued providing Pager Services in June 2006.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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. We discontinued providing
Network Services to Wilkes Cellular in August 2006.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Type of
Customers

All of
our customers are commercial customers. We have two 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;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

Revenues

Our
revenues consist of the following:

|o |  | Short Message (SMS)- SMS is a globally accepted wireless service that enables
the transmission of alphanumeric messages between mobile subscribers and
external systems, and is also used in machine-to-machine (M2M) applications.
This service is generally used by our customers for telemetry systems, involving
the use of remote devices for data collection, analysis and messaging. The
company has two U.S. patents related to telemetry and data transmission.
Telemetrix provides nationwide GSM network access on a wholesale basis for
hardware that communicates SMS. We activate Subscriber Identity Module (SIM)
cards for telemetry and telematic applications, and have rate plans that are
data only (no monthly voice service fees). The company delivers nationwide GSM
data service through agreements with network roaming partners, primarily
Cingular and T-Mobile.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Pager  Pager revenue is derived from monthly paging service contracts with
businesses and end consumers. Pager services were discontinued during June 2006.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|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. We discontinued providing Network services in August
2006; 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, 2007, our total revenues of $43,695 were
derived from the following:

|o |  | $41,776 from short message service; and
|- |  | ---------------------------------------

|o |  | $1,919
from other revenue
|- |  | -------------------------

We
discontinued providing paging services in June 2006. We also discontinued
providing network services in August 2006.

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

Our
revenues are dependent upon the following factors:

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##### Table of Contents

|o |  | Our ability to secure additional agreements for wholesale and 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 ability to hire and maintain qualified engineering and customer service
staff that will be able to assist in customer set-up and testing;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

|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
2006, we made capital expenditures of $943,083 for a media gateway, new base
station equipment, and billing system. During the first three months of 2007, we
have made capital expenditures of $39,550 primarily for additional billing
system functions.

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, 2006.

Results of
Operations

Comparison of
Three Months Ended March 31, 2007 and 2006

Revenues.  
Revenues for the three months ended March 31, 2007 decreased by $116,148 or
72.7% to $43,695 from $159,843 for the three months ended March 31, 2006. The
decrease in revenue is primarily attributable to discontinuing providing pager
and network services in June and August 2006. Short messaging revenue remained
consistent with the comparable three month period ended March 31, 2006.

Cost
of Revenues.   Cost of revenues currently consists primarily of signaling
charges and short message processing. Cost of revenues decreased by 64.1% or
$76,117 to $42,643 for the three months ended March 31, 2007 from $118,760 for
the comparable 2006 period, representing 97.6% and 74.3% of the total revenues
for the three months ended March 31, 2007 and 2006, respectively. The decrease
in the cost of revenues is attributable to decreased revenues. The increase in
relation to total revenues is due to the fixed costs associated with expanding
services in anticipation of increased revenues.

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Operating
Income/(Losses).   Operating income for the three months ended March 31, 2007
reflected a loss of ($522,317) compared to an operating loss of ($317,605)
during the comparable 2006 period. On a year over year basis for the first
quarter, our operating losses increased by 64.5% or $204,712. The increase in
operating loss was primarily due to decreased revenues and increased cost of
general and administrative expenses.

Selling,
General and Administrative Expense.   General and administrative expense
increased by $164,682 or 45.9% to $523,369 for the three month period ended
March 31, 2007, from $358,688 for the three-month period ended March 31, 2006.
The increase in our general and administrative expenses is primarily
attributable to increased legal costs related to pending litigation of the
Company.

Gain
on the Settlement of Debt.   The Company recorded a gain on the settlement of
debt of $80,330 in the first quarter of 2007 as the result of vendor debts going
beyond the statute of limitations for collection.

Interest
Expense.   Interest expense for the three-month period ended March 31, 2007
increased by $61,527 or 47.6% to $190,683 as compared to $129,156 for the
three-month period ended March 31, 2006. The increase in interest expense is due
to increased related party advances and loans.

Net
Loss.   Net loss for the three-month period ended March 31, 2007 increased by
41.6% or $185,909 to ($632,670) from ($446,761) for the three months ended March
31, 2006. The increase in net loss is due to reduced revenues and increased
selling, general and administrative expenses. Net loss per share decreased to
$(0.004) for the three months ended March 31, 2007, as compared to ($0.020) for
the three months ended March 31, 2006. The net loss per share decrease is due to
the increased weighted average shares outstanding of 180,483,368 at March 31,
2007 as compared with 24,999,682 at March 31, 2006.

Balance Sheet

Current
Assets.   Current Assets amounted to $29,873 as of March 31, 2007 representing
a decrease of $57,189 or 65.7% from Current Assets of $87,062 as of December 31,
2006. The decrease is due to the cash balance of $0 at March 31, 2007.

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Current
Liabilities.   As of March 31, 2007, Current Liabilities are $7,797,215
representing an increase of $533,464 or 7.3%, from Current Liabilities of
$7,263,751 as of December 31, 2006. The increase is due to increased notes
payable balances and increased accrued interest payable on the notes.

Liquidity
and Capital Resources

Net
cash used in operating activities for the period ending March 31, 2007 was
($336,672) compared with ($346,137) for the same period in 2006.

Cash
used in investing activities for the periods ended March 31, 2007 was $39,550
compared to $0 for the same period in 2006. The increase in cash used in
investing activities is due to the purchase of telecommunication billing
equipment and licenses.

Cash
provided by financing activities for the period ended March 31, 2007 was
$330,350 as compared to $346,022 for the period ended March 31, 2006. The cash
provided in both periods is from the proceeds of debt and advances from
affiliates.

Cash
at March 31, 2007 amounted to $0 from $45,872 at December 31, 2006. Cash at
April 15, 2007 amounted to $0. The advances from related parties are advanced to
the Company as needed.

At
March 31, 2007, we have material commitments for capital expenditures of $0. 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 2007; therefore, we plan to raise money through a private placement to fund
the implementation of an expanding operational plan.

As of
March 31, 2007, we had an accumulated deficit of $$79,910,376 and working
capital and stockholders deficits of $7,767,342 and $6,898,485
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 $600,000 over the next six (6) months,
in the following areas:

|o |  | Salaries and labor = $300,000
|- |  | -----------------------------

|o |  | G&A
(exclusive of salaries) = $300,000
|- |  | --------------------------------------

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Our
current cash of $0 as of March 31, 2007 as well as our cash of $0 as of April
15, 2007 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;
|- |  | --------------------------------------------------------------------------------------------

|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 may be forced to take. If any of these
foregoing events occur, shareholders could lose their entire investment in our
shares.

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

Contractual
Obligations and Commercial Commitments

The
Company entered into a Business Loan Agreement on March 30, 2007 and borrowed
$718,713.82 on a variable rate loan due on March 30, 2011. The Company will pay
this loan in accordance with the following payment schedule: 12 monthly
consecutive interest payments, beginning April 30, 2007, with interest
calculated on the unpaid principal balances at an interest rate based on the
Wall Street Journal Prime Rate (currently at 8.259%); 35 monthly consecutive
principal and interest payments in the initial amount of $22,647.45 each,
beginning April 30, 2008 with the interest calculated on the unpaid principal
balances at the interest rate based on the Wall Street Journal Prime Rate
(currently at 8.259%). The Company entered into a Security Agreement granting to
Lender a security interest in the Nokia Equipment described in Note 4 above. The
Company had previously granted a security interest in the equipment to Becker
Capital Management and LB Becker Consulting, who assigned the security interest
to this Lender.

On
April 3, 2007, the Company entered into a Hosting Agreement and an Equipment
Services Agreement with a Nokia value added reseller located in Texas. This
three year agreement requires a monthly payment of $8,500 per month for services
to operate and maintain our radio access network in Nebraska. Additionally, the
company signed a three year agreement on office space in Scottsbluff, Nebraska
to host our media gateway equipment. This lease requires a monthly payment of
$980.00.

In
September 2007, the Company entered into an agreement with Verisign for output
billing services. This contract enables the Company to provide billing services
to our roaming partners, primarily Cingular and T-Mobile. The contract is for 36
months and the charges for this service are transaction based with certain
minimums.

In
September 2007, the Company entered into an agreement with ARS Informatica for
voice and data billing services. This contract enables the Company to provide
billing services to our voice and data customers. The contract is for two years
and the charges for this service are transaction based with certain minimums.

Item  3.    
Controls and Procedures

As of
March 31, 2007, 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, 2007.

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There
has not been any change in our internal control over financial reporting during
the three months ended March 31, 2007 that has materially affected or is
reasonably likely to materially affect, our internal control over financial
reporting.

PART II.  OTHER
INFORMATION

Item  1.    Legal
Proceedings

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. In November 2006, the Company
tendered 23,894,351 shares of common stock to Mr. Tracy in satisfaction of the
May 26, 2003 Exchange and Conversion Agreement and 3,472,789 shares of common
for deferred compensation. Additionally, the Company has offered Mr. Tracy the
right to exchange the 23,894,351 share of common stock for 101,551 shares of
Series D preferred and 3,584,151 shares of common pursuant to the May 26, 2003
Agreement. Mr. Tracy returned the shares tendered claiming that he did not agree
to accept common shares in lieu of preferred shares. Mr. Tracy gave no
explanation for returning the common shares he agreed to accept as deferred
compensation. The Company has meritorious defenses to the Complaint, and is
vigorously defending this legal action. Additionally, the Company has filed
counterclaims against Mr. Tracy in connection with the Complaint. The parties
are now conducting discovery in this case.

On
January 16, 2007 Tracy Broadcasting Corporation filed a complaint in the
District Court for Scottsbluff County, Nebraska, against the Company, in Case
No. CI-07 37. Tracy Broadcasting Corporation is owned by Michael Tracy, a former
CEO and Director of the Company. Mr. Tracy is also a major shareholder of the
Company. The Complaint alleges that the Company owes Tracy Broadcasting
Corporation $565,400 for outstanding loans under a promissory note issued in
December 2004. The Company did issue Mr. Tracy a promissory note in December
2004 for $467,000 plus interest at 10% per annum but the Company is currently
engaged in another lawsuit involving Mr. Tracy in which the promissory note
appears to be related to the issue in the other pending lawsuit. The Company is
taking the matter under legal advisement, but intends to file an appropriate
answer when due. The $467,000 plus the accrued interest have been recorded on
the books of the Company. See Note 4.

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On
February 2, 2007 Michael J. Tracy filed a complaint in the County Court for
Scottsbluff County, Nebraska, against the Company, in Case No. CI-07 169.
Michael Tracy is a former CEO and Director of the Company. Mr. Tracy is also a
major shareholder of the Company. The Complaint alleges that the Company owes
Mr. Tracy $3,496 in rent, electrical, water, heating/air-conditioning and
janitorial bills for November and December 2006, associated with a lease
agreement that expired October 31, 2006. The Company is taking the matter under
legal advisement, but intends to file an appropriate answer when due.

Other

On
October 19, 2006, the Company filed a Request for Arbitration with the World
Intellectual Property Organization against UT Starcom, Inc., the successor in
interest to Telos Technologies, Inc., the manufacturer of the Sonata SE
switching system (GSM switch). The Request for Arbitration was accepted on
October 24, 2006. The dispute relates to a Master Purchase and License Agreement
dated October 22, 2003 for a Sonata SE Global System for Mobile Communications
switching system. The Company requests arbitration of the following claims: (1)
breach of contract; (2) breach of good faith and fair dealing; (3) fraudulent
misrepresentations; (4) fraudulent inducement; (5) negligent misrepresentation;
(6) intentional interference with existing contractual relations; (7)
intentional interference with prospective economic relations; (8) negligent
interference with existing economic relations; and (9) negligent interference
with prospective economic relations. The Company claims that UT Starcom failed
to perform from the time of installation and UT Starcom failed to deliver five
significant features and functionality that UT Starcom represented would be
available at the time the Company purchased the GSM switch. These features and
functionality include among others, (a) E911-Phase II functionality in the GSM
Switch so that Telemetrix could comply with the FCCs mandated 911 services
requirement by June 30, 2006; a GSM feature including intelligent network
functions into a GSM network system; CALEA, which imposes upon Telemetrix a
statutory obligation to ensure that its equipment, facilities or services that
provide a customer or subscriber with the ability to originate, terminate or
direct communications. Telemetrix requests entry of an award during the
arbitration in its favor and against UT Starcom as follows:

|A. |  | for
general damages in an amount to be established at trial;
|-- |  | ------------------------------------------------------------

|B. |  | alternatively,
a rescission of the Agreement;
|-- |  | ---------------------------------------------

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##### Table of Contents

|C. |  | for
cost of the arbitration, including attorneys fees; and
|-- |  | -----------------------------------------------------------

|D. |  | for
such other and further relief as the Arbitrator may deem just and fair.
|-- |  | ---------------------------------------------------------------------------

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. If Valley Bank
refuses this request, the Company will contest the validity of the financing
statement and security agreement.

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 received SEC approval of its Form 14A Proxy Statement -on September 15,
2006. The Company held its 2006 Annual Meeting of the Shareholders on October
27, 2006. The shareholders approved all six proposals on the proxy.

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-KNone

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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.

| | April
27, 2007
| | --------------

| | Telemetrix
Inc.
| | ---------------

|                                 | 
|-------------------------------- | 
|By:  /s/ William Becker          | 
|William Becker, Chairman         | 
|By:  /s/ Gary Brown              | 
|Gary Brown, Director             | 
|By:  /s/ Larry Becker            | 
|Larry Becker, Director           | 
|By:  /s/ Christopher Fitzsimmons | 
|Christopher Fitzsimmons          | 
|By:  /s/ Piers Linney            | 
|Piers Linney                     | 
|                                 | 

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