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 September 30, 2000



                                 TELEMETRIX INC.
             (Exact Name of Registrant as Specified in its Charter)



      Delaware                    0-14724                      59-345-3156
 ---------------           ----------------------         ----------------------
(Jurisdiction of          (Commission File Number)       (I.R.S. Employer
 incorporation)                                           Identification Number)



                                 Telemetrix Inc.
                      c/o J. Doyle, Chief Financial Officer
                                    1225 Sage
                             Gering, Nebraska 69341
                                 (308) 436-3453
                 -----------------------------------------------
                (Address, including zip code, & telephone number,
                  of Registrant's principal executive offices)



Indicate by check mark whether the Registrant has:            Yes  [X]    No [ ]

     (1)  filed all reports to be filed by Section 13 or 15(d) of the Securities
          Exchange  Act of 1934  during  the  preceding  12 months  (or for such
          shorter period that the registrant was required to file such reports),
          and

     (2)  been subject to such filing requirements for the past 90 days.



On September 30, 2000,  Registrant had 16,230,165 issued and outstanding  common
shares.

Transitional Small Business Disclosure Format:               Yes  [ ]    No [X]


<PAGE>

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

                        TABLE OF CONTENTS FOR FORM 10-QSB
                                                                            Page
                                                                            ----

                         PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements..............................................  3

           Condensed Consolidated Balance Sheets.............................  3

           Consolidated Statements of Operations.............................  4

           Consolidated Statements of Cash flows.............................  5

           Notes to Consolidated Financial Statements........................  6

Item 2.    Management's Discussion & Analysis of Financial Condition and
           Results of Operations............................................. 11

                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings................................................. 19
Item 2.    Changes in Securities and Use of Proceeds......................... 19
Item 3.    Defaults Upon Senior Securities................................... 19
Item 4.    Submission of Matters to a Vote of Security Holders............... 19
Item 5.    Other Information................................................. 19
Item 6.    Exhibits and Reports on Form 8-K.................................. 20
SIGNATURES .................................................................. 21

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

     o    our limited operating history and commercial experience;
     o    market acceptance of T3000;
     o    availability of additional capital;
     o    protection of our intellectual property rights;
     o    evolving technologies and markets;
     o    competitive developments;
     o    telecommunications regulatory environment; and
     o    our ability to manage growth.

These  factors  might  cause  actual  results  to  differ  materially  from  the
forward-looking  statements  as well as  materially  & adversely  affecting  our
business, operating results & financial condition.


                                       2
<PAGE>

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

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

                                                                                            Sept. 30     December 31
                                                                                              2000          1999
                                     ASSETS                                                 ---------     -----------
<S>                                                                                     <C>             <C>

Current assets:
   Cash.................................................................................$        160    $     16
   Accounts receivable, net of allowance for doubtful accounts ..........................        135         259
   Note receivable-- related party ......................................................        363         348
   Due from related companies ...........................................................        223          54
   Prepaid expenses .....................................................................         22           3
                                                                                            --------    --------
      Total current assets ..............................................................        903         680

Property & equipment, net ...............................................................      1,671       2,317
Investments - Restricted ................................................................        562
Intangibles and other assets.............................................................      7,975       8,545
                                                                                            --------    --------

         Total assets...................................................................$     11,111    $ 11,542
                                                                                            ========    ========

                  LIABILITIES & STOCKHOLDERS' (EQUITY) DEFICIT

Current liabilities
   Line of credit.......................................................................$        200    $    195
   Accounts payable .....................................................................      2,033         709
   Accrued expenses .....................................................................        757       1,264
   Due to related companies .............................................................        480         354
   Current portion-- long term debt-- related parties ...................................        --        2,157
   Current portion of long term debt ....................................................        202           8
                                                                                            --------    --------

     Total current liabilities ..........................................................      3,672       4,687
                                                                                            --------    --------

Deferred rent liability .................................................................        --          130
Long term debt ..........................................................................      1,844         836
Long term debt-- related party ..........................................................        947       4,588
                                                                                            --------    --------
     Total long-term liabilities ........................................................      2,791       5,554
                                                                                            --------    --------
       Total Liabilities ................................................................      6,463      10,241
                                                                                            --------    --------

Stockholders' equity (deficit):
   Common stock .........................................................................         16          13
   Additional paid-in capital ...........................................................     44,289      33,466
   Foreign currency translation .........................................................        (13)         31
   Retained earnings (deficit) ..........................................................    (39,644)    (32,209)
                                                                                            --------    --------
       Total Stockholders' Equity (deficit) .............................................      4,648       1,301
                                                                                            --------    --------

            Total Liabilities and Stockholders' Equity (deficit)........................$     11,111    $ 11,542
                                                                                            ========    ========
</TABLE>

          Financial data was rounded to the nearest thousand dollars.
              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
      (Information relating to the three-month and nine-month periods ended
                    September 30, 1999 and 2000 is unaudited)

                                                          Three Months Ended                Nine Months Ended
                                                             September 30,                     September 30,
                                                        2000               1999            2000            1999
                                                        ----               ----            ----            ----
<S>                                                   <C>           <C>            <C>           <C>
Revenue:
   Equipment sales & rental .....................   $         71    $          1    $        213    $       --
   Service income ...............................             81           1,017             300           1,985
                                                    ------------    ------------    ------------    ------------

       Total revenue ............................            152           1,018             513           1,985
                                                    ------------    ------------    ------------    ------------

Expenses:
   Cost of revenue ..............................             22            --               143            --
   Research & development .......................            735           5,081           3,427           5,393
   Selling, general & administrative ............          1,334           3,026           4,008          14,244
                                                    ------------    ------------    ------------    ------------
       Total operating expenses .................          2,091           8,107           7,578          19,637
                                                    ------------    ------------    ------------    ------------

 Net loss from operations .......................         (1,939)         (7,089)         (7,065)        (17,652)
                                                    ------------    ------------    ------------    ------------

Other Expense:
   Interest expense (income) ....................             55             101             380             289
   Other expense (income) .......................              5             (91)            (10)             16
                                                    ------------    ------------    ------------    ------------
       Total other expense (income) .............             60              10             370             305
                                                    ------------    ------------    ------------    ------------

Net (loss) ......................................   $    (1,999)    $     (7,099)   $     (7,435)   $   (17,957)
                                                    ============    ============    ============    ===========


Weighted average shares outstanding
      during period ..............................    14,826,258       5,214,201      13,966,434       8,039,800

Loss per share ..................................   $      (0.13)   $      (1.36)   $      (0.53)   $      (2.23)
                                                    ============    ============    ============    ============

 Financial data was rounded to the nearest thousand dollars (except per share data).
              The accompanying notes are an integral part of these
                       consolidated financial statements
</TABLE>


                                       4
<PAGE>


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


                      CONSOLIDATED STATEMENTS OF CASH FLOWS

(Information  relating to the nine month  periods  ended  September 30, 1999 and
2000 is unaudited)  See note 4.

                                                                                             Nine  Months
                                                                                          Ended September 30,
                                                                                         --------------------
                                                                                           2000        1999
                                                                                           ----        ----
<S>                                                                                   <C>          <C>
Cash flow from operating activities
   Net loss for the period.........................................................   $  (7,435)   $(17,957)

   Adjustments to reconcile net loss to cash used in operations
     Amortization & depreciation ...................................................      1,565       6,413
     Changes in assets and liabilities
       In accounts receivable ......................................................        124        (763)
       In accounts payable .........................................................      1,324       1,245
       In other assets .............................................................        (19)       --
       In other liabilities ........................................................       --           864
       In accrued liabilities ......................................................        119        --
                                                                                       --------    --------
         Total adjustments .........................................................      3,113       7,759
                                                                                       --------    --------
              Net cash used in operating activities ................................     (4,322)    (10,198)
                                                                                       --------    --------

Cash flow from investing activities
   Investment in subsidiaries and Wireless .........................................       --          (215)
   Increase in intangibles .........................................................       --        (9,424)
   Increase in capital assets ......................................................       (282)     (2,471)
                                                                                       --------    --------
            Net cash used in investing activities ..................................       (282)    (12,110)
                                                                                       --------    --------

Cash flow from financing activities
   Net activity on line-of-credit ..................................................          5        --
   Advances on notes receivable - related party ....................................        (15)       --
   Proceeds (payments) from long-term debt .........................................      1,107        --
   Proceeds (payments) from long-term debt - related party .........................         49        --
   Proceeds from issuance of share capital .........................................      3,689      18,973
   Advances to related parties .....................................................       (169)       --
   Advances from related companies .................................................        126       3,389
                                                                                       --------    --------
            Net cash from financing activities .....................................      4,792      22,362
                                                                                       --------    --------

Effect of foreign currency translation on cash .....................................        (44)       --
                                                                                       --------    --------

Net increase (decrease) in cash ....................................................        144          54
                                                                                       --------    --------
Cash, beginning of period ..........................................................         16         112
                                                                                       --------    --------

Cash, end of period................................................................   $     160    $    166
                                                                                       ========    ========
</TABLE>

          Financial data was rounded to the nearest thousand dollars.
              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 three-month and nine-month periods ended
                   September 30, 1999 and 2000, is unaudited)

1.   Description of Business

     Telemetrix Inc. offers wireless  telemetry systems (hardware and software),
communications software and technology to telecommunications  carriers,  private
businesses  and  commercial  entities  that utilize  wireless  telemetry.  Those
companies   include   gas   and   electric   distribution   companies,   cities,
municipalities,  private  commercial  enterprises and a complete range of remote
monitoring,  remote  control,  security  and alarm type  businesses  ("Telemetry
Users").  Wireless  telemetry uses wireless devices and transmissions for remote
data collection, distribution and monitoring. For example, a telemetry device in
a  vending  machine  can  transmit  the  amount of cash  receipts  and a nightly
inventory to the owner's monitoring computer.  The owner can then decide whether
to refill the machine,  order more products and add that vending  machine to the
delivery  truck's  itinerary.   Telemetry  thus  requires  transceiver  devices,
transmission services, central control devices and management software. Personal
Communications  Services  ("PCS")  carriers  can use our  technology  to provide
transmission  services for Telemetry  Users.  With widespread  coverage and easy
mobility,  wireless  telecommunications  companies and providers are  especially
suitable  for  telemetry   applications.   Telemetrix  Inc.  wireless  telemetry
hardware,  software and  collection  methods  thus  present new and  potentially
significant  revenue  sources  for  wireless  communication  service  providers.
Additionally, through its subsidiary, the Company offers wireless paging service
and PCS to businesses and individuals.

     The Company was formed  through a series of corporate  combinations  during
1999 involving  Arnox  Corporation (an inactive  public  corporation)  and three
private corporations:

       o On  January  2,  1999,  Telemetrix  Resource  Group  Inc.,  a  Colorado
         corporation ("TRG--USA"), acquired Telemetrix Resource Group Limited, a
         Nova Scotia  corporation  ("TRG--Canada"),  from Hartford Holdings Ltd.
         ("HHL",  TRG--Canada's sole shareholder),  pursuant to a share exchange
         and plan of reorganization.

       o On March 22,  1999,  Arnox,  TRG--USA  and Tracy  Corporation  II d/b/a
         Western Total  Communication  ("WTC") executed a Plan of Reorganization
         for   a   share   exchange   and   reorganization    transaction   (the
         "Combination").

       o On April 5, 1999, the first phase of the Combination occurred,  whereby
         Arnox  acquired  100% of the issued and  outstanding  common  shares of
         TRG--USA in exchange for 6,127,200 shares of Arnox's common stock.

       o On September 22, 1999, the  Combination's  final phase closed,  whereby
         the Company  acquired 100% of the issued and outstanding  common shares
         of WTC in exchange for 5,372,800 shares of Arnox's common stock.




                                       6
<PAGE>


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

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

Through the Combination,  the stockholders of WTC and TRG--USA  received a total
of  11,500,000  shares of Arnox common stock  (approximately  90%) and therefore
acquired control of Arnox.

     After the Combination,  the companies  changed their names to reflect their
complementary businesses:

      --   Arnox became Telemetrix Inc.  ("Telemetrix";  "Arnox"; we use "Arnox"
           and  "Telemetrix" for activities before and after,  respectively, the
           Combination);

       --  TRG-US became Telemetrix Solutions Ltd. ("Telemetrix Solutions";  for
           the  collective  activities  of both TRG-US and  TRG--Canada,  we use
           "TRG" and "TSI" for activities  before and after,  respectively,  the
           Combination);
       --  WTC became Telemetrix  Technologies Inc. ("Telemetrix  Technologies";
           we use "WTC" and "Telemetrix  Technologies" for activities before and
           after, respectively, the Combination).

     Arnox was inactive  prior to the  acquisition of TRG on April 5, 1999. As a
result of the Combination,  Arnox's historical financial statements became those
of TRG--Canada,  as TRG--Canada's  operations were the ongoing operations of the
combined companies (Arnox, TRG--USA & TRG--Canada). Consequently, TRG--Canada is
treated as the "predecessor" to Telemetrix.

     Except  for  the  acquisition  of  WTC,  all  transactions  comprising  the
Combination  were  accounted  for as reverse  acquisitions  and no goodwill  was
recorded.  Arnox's  assets were recorded at carryover  basis and no goodwill was
recorded on the transaction.  The Company accounted for the WTC acquisition as a
purchase at fair value;  these financial  statements include the activity of WTC
only from the acquisition date (i.e., from September 22-30, 1999).

2.   Basis of Presentation of Interim Information

     The  consolidated  unaudited  financial  statements for September 30, 2000,
include the  accounts of  Telemetrix  Inc.  (the parent  company) and its wholly
owned subsidiaries (Telemetrix Solutions and Telemetrix Technologies), while the
consolidated unaudited financial statements for September 30, 1999, include only
the activities of TRG.

     The results for three months and nine months ended  September  30, 2000, do
not  necessarily  indicate the results of  operations  for the full year.  These
financial  statements and related  footnotes  should be read in conjunction with
the  financial  statements  & footnotes  included in the  Company's  1999 Annual
Report on SEC Form 10-KSB filed with the U.S. Securities & Exchange Commission.



                                       7
<PAGE>

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

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

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

3.   Related Party Transactions

     HHL,  the   Company's   largest   shareholder,   also   controls   Mondetta
Telecommunications Inc., Web CCB Systems Inc., The Becker Group of Companies and
The Software Factory Inc. (collectively,  "Affiliated  Companies").  The Company
advanced funds to certain  Affiliated  Companies and borrowed funds from HHL and
other Affiliated Companies.

                                 (in thousands)
       Due from Related Companies

             Mondetta Telecommunications Inc.......................  $    10
             Tracy Broadcasting....................................        8
             Web CCB Systems Inc...................................       27
             The Software Factory..................................      178
                                                                     -------
                                                                     $   223
                                                                     =======
       Due to Related Companies

             The Software Factory..................................  $   185,000
             Becker Group of Companies.............................      295,000
                                                                     -----------
                                                                     $   480,000
                                                                     ===========

     HHL is the  Parent  of WEB,  BGC,  and The  Software  Factory  Inc.,  while
Mondetta is controlled by a relative of HHL's sole shareholder.

     The Company has a note receivable from The Software Factory,  which matured
May 1999. The outstanding principal balance at September 30, 2000, was $348,000.
The note accrues interest at 7.5% until maturity at which time the interest rate
was  adjusted  to 15%  and a  penalty  of 15% of  the  outstanding  balance  was
incurred.

     In addition,  the Company has a receivable  from Mondetta of  approximately
$44,000 at  September  30,  2000,  for  services  rendered.  The  Company  has a
receivable  from Mondetta of  approximately  $10,000,  at September 30, 2000 for
rent and shared office  expenses.  An  additional  $185,000 is due to Telemetrix
Software Factory for shared expenses at September 30, 2000.

4.  Supplemental Disclosure of Cash Flow Information

     Total cash paid for interest for the nine months ended  September  30, 2000
was $90,000.  Non-cash investing and financing activities  included:  During the
three months ended September 30, 2000, the Company issued 50,000 shares of stock
to  accredited   investors  in  exchange  for   investment   banking   services.
Additionally  the Company issued 300,000 shares to accredited  investors as part
of a convertible debenture offering.  Finally, on September 30, 2000 the Company
issued 1,177,240 shares of stock in a conversion of existing debt.


                                       8
<PAGE>

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

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


5.   Commitments & Contingencies

     The  Company  contracted  with a vendor for  research  and  development  of
software to be used in the Company's  telemetry  technology.  The total contract
amount was $2 million  and is payable as (a) certain  milestones  in the project
are completed and (b) in the form of royalties  until the total contract  amount
has been paid.  During the quarter ended  September  30, 2000,  the Company paid
$36,000 to the vendor.

         Manufacturing  Design  Agreements.  The Company  contracted with Plexus
     Corporation for manufacturing  design and  implementation to be used in the
     Company's  telemetry  technology.  At September  30, 2000,  the Company had
     committed  to pay $2.2  million and had paid a total of $1.8  million.  The
     balance is due upon completion of certain milestones.

         Legal  Proceedings.  The Company is party to various  negotiations  and
     legal proceedings regarding claims on contracts in the normal course of its
     business.  Management  believes that the outcome of such  negotiations  and
     legal proceedings, as well as commitments, will not have a material adverse
     effect on the Company's consolidated and combined financial statements.

          Employment  Contracts.  The  Company  is party to  several  employment
     contracts. These contracts indicate that options to purchase 225,000 shares
     of the Company's  common stock were granted at exercise prices ranging from
     $4.69 to $10.00

         Borrowings.  The  Company  has drawn on its line of credit  with Valley
     Bank,  Scottsbluff,  Nebraska,  for a total of  $200,000.  The Company also
     borrowed $907,000 from two principal shareholders at interest rates ranging
     from 9% to  11%.  All  funds  will be  used  for  the  continuation  of the
     development of the T3000 technology and for working capital.

         Private Placement. During the quarter ended March 31, 2000, the Company
     successfully  completed a private  placement of common  stock.  The Company
     sold 101 Units,  each Unit consisting of 12,500 shares of Telemetrix common
     stock and a warrant to purchase  6,250 shares of  Telemetrix  common stock,
     for  approximately  $2.5  million.  The Company  used the  proceeds of this
     private placement for pre-manufacturing  design,  manufacturing and working
     capital.



                                       9
<PAGE>

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

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


          Conversion  of Debt to Equity.  On June 30, 2000,  the Becker Group of
     Companies   converted  notes  payable  totaling  $1.03  million  (including
     principal and accrued  interest)  into 510,778  shares of common stock.  On
     September 30, 2000,  Hartford  Holdings  converted  notes payable  totaling
     $6.47 million  (including  principal and accrued  interest)  into 1,177,240
     shares of common stock

          Convertible Debentures.  On September 8, 2000, the Company completed a
     $1.2 million placement of Convertible Debentures.  The Debentures mature on
     December  31, 2001 and bear  an interest  rate of 6% per annum,  compounded
     semi-annually.  Interest  will accrue but not be paid until  redemption  or
     repayment.

          In  conjunction  with  issuance of the  debentures,  the note  holders
     received  300,000  shares of common stock which have been  deferred as debt
     issuance costs.  The shares were valued at market and will be recognized as
     interest expense over the life of the debenture.
























                                       10
<PAGE>


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

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

     The following  discussion  should be read in conjunction with the unaudited
Consolidated  Financial  Statements and related notes. The results  presented in
this Report do not necessarily indicate the results to be expected in any future
periods.  This  discussion  contains  forward-looking  statements  based  on our
current  expectations,  which involve risks and  uncertainties.  These risks and
uncertainties  mean  that  future  events  could  dramatically  differ  from our
forward-looking statements.

OVERVIEW.  The Company  received patents on January 11, 2000, for our method and
system of using the short  message  service  portion of  digital  communications
systems to transmit  telemetry data. This technology allows data to be sent over
the existing  communications  systems,  without  affecting the overall voice and
data capacity of the system.  This technology does not require any modification,
alteration or other changes to the communications  network hardware or software.
We have developed the PCS e-Telemetry  Data products,  which consist of hardware
and software for data collection, data distribution,  and system monitoring. The
T3000 can be used in a wide variety of applications, including automatic utility
meter reading,  home security,  monitoring  vending machines and other specialty
applications.  Our T3000 PCS  telemetry  system  includes  hardware  (e.g.,  the
CommCenter and Optical  Reader),  software,  network  monitoring  services,  and
support services.

We  provide  all of the  components  of the  T3000.  We  also  provide  wireless
telecommunications  services over our licensed  wireless PCS and paging  network
(the "WTC Network"), which includes two separate wireless communication systems.
The total coverage area encompasses  portions of western Nebraska,  northeastern
Colorado  and  southeastern  Wyoming.  Our  operations   consequently  encompass
research & development, applications development, product design, manufacturing,
training, installation support and management, telecommunications services, data
management and carrier support services.

     T3000.  Telemetrix is transitioning T3000 into commercial production and is
currently conducting testing and evaluation programs with several  utility-based
commercial clients and is currently  establishing the marketing and distribution
network.  We have  beta-tested  the T3000 in  western  Nebraska  for the past 27
months,  and are designing  the hardware and software that  integrate the system
and the Management and Information Points ("MIPs"). We have executed Testing and
Evaluation agreements in California, Florida, Minnesota, Virginia Washington and
Nebraska.   We  use  a  Telemetrix  GSM-PCS  radio  module  of  our  design  and
manufacture.  We can add a "Subscriber Line Interface" for  interconnecting  the
T3000 GSM-PCS radio module with existing  household  telephony  wiring.  We also
have applied for the necessary type approvals,  acceptances and  certifications,
such as FCC certification of the radio module,  and demonstrate  compliance with
various  technical  standards  (e.g.,  GSM, UL, ITU,  ANSI).  In August 2000, we
received notification of GSM certification for our GSM-PCS radio module. We have
contracted with Plexus Corporation for commercial manufacturing and have




                                       11

<PAGE>


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

identified and approved  sources for components.  All vendors and  manufacturers
are ISO 9001 compliant.  We estimate that completing product development through
commercial  production  will  require  a total  amount  of  approximately  $11.0
million:  $1.7  million  for product  development  (both  internal  and by third
parties), $1.0 million for technology licensing, $1.0 million for manufacturing,
$1.8 million for development and testing applications,  $0.9 million for testing
& certification, $2.6 million for the Network Operations Center and $2.0 million
for working  capital.  We have commercial  orders for delivery in December 2000.
This following schedule illustrates our product development activities.
<TABLE>
<CAPTION>
                                             2000                      2001
<S>      <C>      <C>      <C>     <C>     <C>    <C>                  <C>     <C>
 June     July     August    Sept.   Oct.    Nov.    Dec.              Jan.      Feb.
 |         |              |          |                |               |      |
           |                         | Begin volume production        |      |
 Software integration & development  |                                |  Implement Managed Services
                      FCC/GSM certification.                  Begin volume installations

</TABLE>

     In year 2001, we expect to integrate TDMA wireless  hardware and technology
into T3000,  which will expand the available market coverage  primarily in North
and South  America and other  international  markets.  Concurrent  future  T3000
enhancements  will  provide CDMA  wireless  transmission  technology,  Bluetooth
capability and other advanced communication capabilities. Because of the modular
construction and design of the T3000 these features and  enhancements  should be
quickly and easily integrated into the hardware and software products.

     Wireless Services. Our wireless  communications  services currently consist
of paging  operations  in  Nebraska,  Colorado and Wyoming over the WTC Network.
These operations (paging services plus equipment sales, rentals and repairs) now
generate  approximately $30,000 in monthly revenue. We acquired the PCS licenses
in 1996, began network  deployment in late 1997 and finished network  deployment
in  April  1999.  PCS  network  testing  is  underway,  and we hope to  commence
commercial  PCS  operations in first quarter 2001. The PCS network has been used
for  the  past  27  months  as a  research  and  development  facility  for  the
development of the T3000 hardware and software.

     Service  Bureau.  TRG  acquired  the TRACCS  software  in April  1998,  and
completed software  development  ("Billing Software") in the third quarter 1998.
TRG began Service Bureau customer care operations  (where TRG performs  customer
management  services for long  distance  carrier  customers)  in late 1998.  The
service  bureau company faced strong  competition  during 1999 and therefore did
not obtain the  forecasted  number of contracts and resultant  revenues.  During
first quarter 2000, management reviewed the operations of the Service Bureau and
determined that those  operations and the ultimate  direction of TRG did not fit
the Company's  business plan.  During the second and third quarter,  the Company
actively  sought a buyer for the Service  Bureau and in August 2000, we sold the
assets of the Service Bureau operations. This sale reduced our monthly operating
overhead,  eliminate the deficits  created by this operation,  focus on our core
competencies and redirect  management and operation's efforts to commercializing
and deploying of the T3000 system.


                                       12
<PAGE>


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

DESCRIPTION OF FINANCIAL COMPONENTS

Revenue  and Cost of Sales:  The  following  chart  summarizes  the  anticipated
components of revenue and the associated cost of sales (excluding  depreciation)
from our proposed operations:
<TABLE>
<CAPTION>
Activity                              Revenue Source              Costs of Sales (excluding depreciation)
--------                              --------------              ---------------------------------------
<S>                                  <C>                         <C>
Service Bureau                        Service bureau              Compensation for Service
(Sold in August 2000)                 Consulting income           Representatives & fulfillment charges

Wireless telecommunications           PCS services                Carrier settlements for airtime charges
                                      Equipment sales             Equipment costs
                                      Paging services             Operating overhead
                                      Paging equip. sales         Equipment costs

Wireless Telemetry
                                      T3000 equipment sales       Manufacturing costs; license fees
                                      T3000 software sales        License fees

Managed Services                      Monthly active port fee
                                      Short message fee           Carrier settlements for airtime charges
                                      System sales                Hardware and software costs
</TABLE>

Operating  Expenses.  Our operating  expenses consist  principally of research &
development,  marketing,  pre-production,  license and general &  administrative
costs.  Upon launching  products and services,  sales & marketing  expenses will
substantially increase, while research & development, pre-production and license
costs  gradually and moderately  decrease.  After sales of products and services
reach  forecast  levels,  the  principal  operating  expenses  will  be  sales &
marketing, manufacturing,  general & administrative,  research & development and
operation costs for managed services and application services.

     Research  &  Development  and  Application  Development.   Our  research  &
     development  activities principally focus on commercialization of the T3000
     system.  Research & development always constitutes a significant  operating
     expense  and will  continue  to do so. We must  enhance  T3000  through the
     integration   of  new  wireless   technologies   such  as  Bluetooth,   and
     enhancements to GSM, TDMA and CDMA. Application  development resources will
     be  increased  as the T3000  technology  is  adapted to  specific  customer
     requirements.  We expect to spend  about  $2.4  million  for those  related
     research & development costs during 2001.

     Capital  Expenditures.  A significant capital expenditure will be deploying
     and equipping the T3000 Network  Operation Center  ("T-NOC").  The T-NOC is
     the central  repository  of telemetry  information  and acts as the gateway
     between the PCS service  providers and the Telemetry  Users  (customers) of
     T3000.  We will implement a Telemetry  Services  Operation  Center (T-SOC),
     which will  include the T-NOC and a Customer  Service  Center.  We estimate
     that the deployment of the T-NOC could require as much as $2.6 million.  In
     addition to the T-NOC and T-SOC,  we will acquire an Ericsson Short Message
     Service Center (eSMSC),  which will allow the short messages from the T3000
     to be  exchanged  with the  T-NOC.  We  estimate  the cost of the  eSMSC at
     approximately $600,000.


                                       13
<PAGE>


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

     T-NOC and T-SOC Operation. The expenses to deploy and operate the Telemetry
     Services  Operation  Center and the  Telemetrix  Customer  Service  Centers
     include customer service  representatives,  network managers,  hardware and
     software  technicians  and  management  for this 7/24 customer  service and
     telemetry service facility.

     Licensing.  Some products and services utilize the intellectual property of
     other parties,  which may require us to pay license fees. Such license fees
     are  payments,  continuing  royalties  or both.  We expect  to spend  about
     $900,000 for pre-production and compliance testing costs.

     Sales  &  Marketing.  Sales  &  Marketing  expenses  include  salaries  and
     commissions for sales staff, trade show expenses and advertising. Since our
     Company,  products and services are innovative and relatively  unknown,  we
     must conduct  considerable  initial  marketing  to create  awareness of our
     products and services. The development of a marketing  organization,  sales
     organization  and associated  support is anticipated to cost  approximately
     $750,000  over the next year,  which  includes  trade show  expense,  staff
     salaries, benefits and travel expenses.

     Manufacturing.  T3000 includes some specific use customized components;  we
     must  commit to large  volume  purchases,  and in some cases  make  advance
     payment for critical  components to ensure  timely  delivery and to control
     costs.  We estimate  inventory  costs to amount to $3.6 million  during the
     second year of T3000 sales. Inventory costs include substantially completed
     T3000  units  waiting  for  final  assembly  prior to  installation  at the
     customers' locations

     General &  Administrative.  General  &  administrative  expenses  primarily
     consist of salaries and related expenses of management,  support personnel,
     occupancy fees, professional fees,  non-capitalized research & development,
     general corporate and administrative expenses. As the size and scope of our
     business grow, we will expand our corporate and administrative staff.

Depreciation and Amortization.  These non-cash expenses include  depreciation of
tangible property, networks and equipment plus amortization of intangible assets
(such as FCC Licenses and patents) and goodwill.  The goodwill resulted from our
acquisition of WTC and therefore should not increase.

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

RESULTS OF OPERATIONS

Three & nine  months  ended  September  30,  2000,  compared to the three & nine
months ended September 30, 1999

     During the quarter ended September 30, 2000 ("Recent Quarter") and the nine
months  ended  September  30,  2000  ("Recent  Period"),  our  prime  focus  was
manufacturing  design,  testing and  pre-production  manufacturing  of the T3000
technology  while  working  to sell the  billing  software  asset of  Telemetrix
Solutions  and  create  an  orderly  transition  for  the  employees  that  were
associated with that division.  All significant  intercompany  transactions  and
balances have been eliminated.





                                       14
<PAGE>


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

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

     Revenue  totaled  $152,000 & $513,000  during  the Latest  Periods  (Recent
Quarter & Recent Period, respectively) compared to $1.0 million and $2.0 million
during both Past Periods;  this decrease  primarily results from our decision to
de-emphasize the Service Bureau and reduced paging  revenues.  During the Latest
Periods,  we  received  $71,000 & $213,000  from  equipment  sales & rentals and
$81,000 & $300,000 from Service  Bureau  clients.  We expect revenue to increase
substantially upon launch of the T3000 system.

     Operating  expenses  were $2.1  million & $7.6  million  during  the Latest
Periods. These expenses are primarily due to design and pre-manufacturing  costs
for  the  T3000  technology,   amortization  of  goodwill   resulting  from  the
acquisition of WTC, and the operations of the Service Bureau.

         Costs of Revenue was  approximately  $22,000 & $143,000  for the Latest
     Periods.  These  expenses  primarily  consist of the costs of the equipment
     sold and salaries and wages of employees related to the sales.

         Research &  Development  expenses  were  approximately  $735,000 & $3.4
     million for the Latest  Periods.  The primary  component of this expense is
     the  $2.2  million  to  Plexus  Corporation  for  manufacturing   design  &
     pre-manufacturing  setup  costs  for the  T3000.  Additionally,  two  other
     companies were paid for software  licensing and development of the wireless
     GSM-related technology used by the T3000. Licensing fees will increase upon
     production of the T3000.  Research & development  expenses will continue to
     be substantial through the fourth quarter of 2000.

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

         Selling,  General &  Administrative  expenses  were $1.3 million & $4.0
     million for the Latest Periods.  The primary  component of the SG&A expense
     is  depreciation  and  amortization;  $0.6  million & $1.6  million for the
     Latest Periods. Amortization includes the amortization of goodwill from the
     acquisition  of WTC and  amortization  of patents  and FCC  licenses.  SG&A
     expenses  also  include  marketing  costs for the T3000  and  salaries  and
     administrative  costs of Telemetrix  Solutions and Technologies.  The $14.2
     million SG&A expenses for the Prior Period were  primarily  salaries in the
     Service Bureau  operations  and the  amortization  of the Billing  Software
     (which was written off in late 1999).

     Interest  expenses  were  $55,000 & $380,000 for the Latest  Periods.  This
expense  represents  primarily  the  interest  charges on related  party  loans,
including  loans from HHL.  The HHL loans  were  converted  to equity.  Interest
expense for the Prior Period was $289,000, also interest on loans from HHL.




                                       15
<PAGE>


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

     Net loss.  We  reported a net loss of $2.0  million & $7.4  million for the
Latest  Periods.  The principal  components of this net loss were the research &
development expense for the T3000 as well as operating costs. We did not reflect
any benefit for income taxes due to the uncertainty  surrounding the realization
of the  favorable tax  attributes  in future tax returns.

LIQUIDITY AND CAPITAL RESOURCES.  During the Latest Period, we used $5.1 million
in cash for operations,  primarily  research & development.  We used $282,000 of
cash for investment  purposes  primarily to develop WTC's PCS network in western
Nebraska.  During  the  Latest  Period we  generated  cash  flow from  financing
activities of $5.5 million.

RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS.  SFAS  No.  133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities"  requires  companies to record
derivatives  on the  balance  sheet as assets or  liabilities,  measured at fair
market  value.  Gains or losses  resulting  from  changes in the values of those
derivatives are accounted for depending on the use of the derivative and whether
it qualifies for hedge  accounting.  The key  criterion for hedge  accounting is
that the hedging  relationship must be highly effective in achieving  offsetting
changes in fair value or cash flows.  SFAS No. 133 is effective for fiscal years
beginning after June 15, 2000. Management believes that the adoption of SFAS No.
133 will have no material effect on its financial statements.

In March 2000,  the FASB  issued FASB  Interpretation  No. 44,  "Accounting  for
Certain  Transactions  Involving  Stock  Compensation"  ("FIN  44"),  which  was
effective July 1, 2000, except that certain conclusions in this  Interpretation,
which cover specific events that occur after either December 15, 1998 or January
12,  2000  are  recognized  on a  prospective  basis  from  July 1,  2000.  This
Interpretation  clarifies the  application  of APB Opinion 25 for certain issues
related to stock issued to employees.  The Company  believes its existing  stock
based  compensation  policies and procedures  are in compliance  with FIN 44 and
therefore,  the  adoption  of FIN 44 had no  material  impact  on the  Company's
financial condition, results of operations or cash flows.

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting  Bulletin ("SAB") 101, which provides guidance on applying  generally
accepted   accounting   principles  to  selected  revenue   recognition  issues.
Management  believes  that the  Company's  revenue  recognition  policies are in
accordance with SAB 101.

FUNDING   REQUIREMENTS.   In  order  to  pay  operating   expenses  and  achieve
self-sustaining  operations, we expect to require substantial funding during the
next two years of approximately $10 to $12 million. We will need funds for:

         Research and Development projects include expanding the capabilities of
     the  T3000  system,   particularly  the  integration  of  other  PCS  radio
     technologies to expand the potential markets. We estimate that our research
     and development activity over the next two years will require $2.4 million.

         Working  Capital.  As demand for the T3000 product grows, we must build
     an inventory of equipment  to allow for load  balancing  the  manufacturing
     demand while maintaining a short delivery period.  This inventory will also
     serve as a supply of spare units to cover  immediate  shipment for warranty
     purposes.  We also will need working  capital  (between $2 - 5 million) for
     developing our corporate infrastructure and paying T3000 marketing costs.

         Manufacturing  capacity.  Projected  demand  growth of T3000 units will
     require additional  manufacturing  capacity.  We will contract with outside
     vendors for  manufacturing,  licensing of the  software and the  compliance
     testing, at an expected cost of $2.0 million.

          T3000 Network Operation Center.  Capital will be required to equip the
     T-NOC and T-SOC.  We estimate  that  deployment of the T-NOC and T-SOC will
     require $2.6 million.

         Repay Loans from Related Parties. We plan must repay loans from related
     parties as soon as  sufficient  funding  becomes  available.  The  expected
     amount of loans that will be repaid is $1.0 million.




                                       16
<PAGE>


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

                           PART II - OTHER INFORMATION
Item 1.       Legal Proceedings

              There are no pending legal proceedings against Registrant.

Item 2.       Changes in Securities and Use of Proceeds.

       (a)    Not Applicable.

       (b)    Not Applicable.

       (c)    Issuance  of   Unregistered   Securities.    The  following  table
              summarizes  all  securities  that we  issued  or sold  during  the
              quarter ended September 30, 2000, in unregistered offerings:
<TABLE>
<CAPTION>

                                                                                            Deemed Per
                Date     Title of Security    Amount   Class of Purchaser    Exemption     Share Price   Proceeds
                ----     -----------------    ------   ------------------    ---------     -----------   --------
             <S>       <C>                  <C>       <C>                    <C>          <C>          <C>
              8/01/00    Common Stock(1)       20,000  Accredited Investor    Sec. 4(2)      $2.00(3)     $    40,000
              9/1/00     Common Stock(1)       30,000  Accredited Investor    Sec. 4(2)      $2.00(3)     $    60,000
              9/1/00     Common Stock(5)      300,000  Accredited Investor    Sec. 4(2)      $2.00(3)     $   600,000
              9/30/00    Common Stock(2)    1,177,240  Accredited Investor   Sec. 4(2)      $5.5002(2)    $ 1,029,278
</TABLE>
              --------------------
              (1)  Shares issued in exchange for investment banking services.
              (2)  Conversion of existing debt into Common Stock.
              (3)  Share price based on negotiated value.
              (4)  Trading price of the Common Stock on the conversion date.
              (5)  Shares issued with convertible debenture.

        (d)   Not Applicable.

Item 3.       Defaults Upon Senior Securities.

       (a)    Not Applicable.

       (b)    Not Applicable.

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

              No matters were submitted for a vote of Security Holders.

Item 5.       Other Information

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


                                       17
<PAGE>


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

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

       (a)    Exhibits.

              (10)  Material Contracts.
              (10.2)   TRACCS Software Purchase Agreement
              (10.3)   Employment Agreement for James Doyle
              (10.4)   Employment Agreement for Marguerite McKee
              (10.5)   Employment Agreement for Joseph Schon

              (27)  Financial Data Schedules.

       (b)    Reports on Form 8-K. None.








































                                       18
<PAGE>

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



                                   SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                        TELEMETRIX INC., a Delaware corporation

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





















                                       19
<PAGE>


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


               INDEX TO EXHIBITS FILED WITH THIS QUARTERLY REPORT

                                                                         Exhibit
Exhibit                                                                  Page
-------                                                                  -------
 (10)    Material Contracts
         (10.2)  TRACCS Software Purchase Agreement.......................    21
         (10.3) Employment Agreement for James Doyle......................    36
         (10.4) Employment Agreement for Marguerite McKee.................    44
         (10.5) Employment Agreement for Joseph Schon.....................    53

 (27)    Financial Data Schedule..........................................    63