# UNITED
STATES
SECURITIES 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 June 30,  2004
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------

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

COMMISSION
FILE NUMBER 000-14724

TELEMETRIX
INC.
(Name of small business issuer in its charter)

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

1225 SAGE
STREET, GERING, NEBRASKA 69341
(Address of principal executive offices) (Zip Code)

(303)
652-3279
(Registrants telephone number, including area code)

_________________
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes  [   ]   No  [X]

(ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check
whether the issuer has 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 REGISTRANTS)

State
the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date. 24,999,682 shares of common stock
outstanding as of December 15, 2005.

---

TELEMETRIX
INC.INDEX

|           |  |                                                              
|---------- |  | -------------------------------------------------------------
|PART I     |  | FINANCIAL INFORMATION                                        
|Item 1     |  | Financial Statements                                         
|           |  | Consolidated Balance Sheet as of June 30, 2004 (unaudited)   
|           |  | Consolidated Statement of Operations for the                 
|           |  | Three and Six Months Ended June 30, 2004 and 2003 (unaudited)
|           |  | Consolidated Statement of Cash Flows for the                 
|           |  | Three and Six Months Ended June 30, 2004 and 2003 (unaudited)
|           |  | Notes to Consolidated Financial Statements                   
|Item 2     |  | Managements Discussion and Analysis of Financial Condition  
|           |  | And Results of Operations                                    
|Item 3     |  | Control and Procedures                                       
|PART II    |  | OTHER INFORMATION                                            
|Item 1     |  | Legal Proceedings                                            
|Item 2     |  | Changes in Securities                                        
|Item 3     |  | Defaults Upon Senior Securities                              
|Item 4     |  | Submission of Matters to a Vote of Securities Holders        
|Item 5     |  | Other Information                                            
|Item 6     |  | Exhibits and Reports on form 8-K                             
|SIGNATURES |  |                                                              

2

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PART I   
FINANCIAL INFORMATION

Item 1.  
Financial Statements

Telemetrix,
Inc.Consolidated Balance SheetJune 30, 2004(Unaudited)

|Assets                                             |  |                |  
|-------------------------------------------------- |  | -------------- | -
|Current assets:                                    | 
|Cash                                               |  | $      106,643 |  
|Accounts receivable                                |  | 85,788         |  
|Other current assets                               |  | 16,575         |  
|                                                   |  |               
|Total current assets                               |  | 209,006        |  
|                                                   |  |               
|Property and equipment, net                        |  | 898,935        |  
|                                                   |  |               
|Other assets:                                      | 
|Licenses                                           |  | 212,280        |  
|                                                   |  |               
|                                                   |  | $   1,320,221  |  
|                                                   |  |               
|Liabilities and stockholders (deficit)            | 
|Current liabilities:                               | 
|Accounts payable                                   |  | $   1,919,150  |  
|Accrued expenses                                   |  | 605,072        |  
|Accounts payable and accrued expenses - affiliates |  | 563,945        |  
|Customer deposits                                  |  | 25,000         |  
|Convertible debentures                             |  | 1,200,000      |  
|Notes payable - affiliates                         |  | 390,602        |  
|Convertible term debt                              |  | 1,220,000      |  
|Current portion of long-term debt                  |  | 199,531        |  
|                                                   |  |               
|Total current liabilities                          |  | 6,123,300      |  
|                                                   |  |               
|Long-term debt                                     |  | 437,684        |  
|                                                   |  |               
|Unissuable common stock - 47,882,182 shares        |  | 5,722,244      |  
|                                                   |  |               
|Stockholders (deficit):                           | 
|Common stock, $.001 par value,                     | 
|25,000,000 shares authorized,                      | 
|18,476,186 shares issued and outstanding           |  | 18,477         |  
|Paid in capital                                    |  | 51,147,136     |  
|Accumulated (deficit)                              |  | (62,308,560    | )
|Deferred compensation                              |  | (11,814        | )
|                                                   |  |               
|                                                   |  | (11,154,761    | )
|Other comprehensive income:                        | 
|Currency translation adjustment                    |  | 191,754        |  
|                                                   |  |               
|                                                   |  | (10,963,007    | )
|                                                   |  |               
|                                                   |  | $   1,320,221  |  
|                                                   |  |               

See the
accompanying notes to the consolidated financial statements.

3

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Telemetrix,
Inc.Consolidated Statements of OperationsThree Months and Six Months Ended June 30,
2004 and 2003(Unaudited)

|                                                       | Three Months Ended | Six Months Ended |   |                
|------------------------------------------------------ | ------------------ | ---------------- | - | ---------------
|
|Revenue:                                               |                    |                  |   |                
|Pager                                                  |                    | $        22,202  |   | $      119,214 
|Switching                                              |                    | 221,140          |   | --             
|Other                                                  |                    | 111,195          |   | --             
|                                                       |                    |                  |   |                
|                                                       |                    | 354,537          |   | 119,214        
|                                                       |                    |                  |   |                
|Cost of revenue:                                       |                   
|Pager                                                  |                    | 5,706            |   | 23,843         
|Switching                                              |                    | 110,570          |   | --             
|Other                                                  |                    | 37,300           |   | --             
|                                                       |                    |                  |   |                
|                                                       |                    | 153,576          |   | 23,843         
|                                                       |                    |                  |   |                
|Gross margin                                           |                    | 200,961          |   | 95,371         
|                                                       |                    |                  |   |                
|Operating expenses:                                    |                   
|Non-cash stock compensation-general and administrative |                    | 25,294           |   | 72,000         
|Selling, general and administrative expenses           |                    | 236,288          |   | 148,055        
|                                                       |                    |                  |   |                
|                                                       |                    | 261,582          |   | 220,055        
|                                                       |                    |                  |   |                
|Income (loss) from operations                          |                    | (60,621          | ) | (124,684       
|Other (income) expense:                                |                   
|Other income                                           |                    | (385             | ) | (279           
|(Loss) on abandonment of assets                        |                    | --               |   | --             
|Gain on the settlement of debt                         |                    | (326             | ) | --             
|Interest expense                                       |                    | 67,165           |   | 116,090        
|                                                       |                    |                  |   |                
|                                                       |                    | 66,454           |   | 115,811        
|                                                       |                    |                  |   |                
|                                                       |                    |                  |   |                
|Net (loss)                                             |                    | $    (127,075    | ) | $    (240,495  
|                                                       |                    |                  |   |                
|Per share information - basic and fully diluted:       |                   
|Weighted average shares outstanding                    |                    | 18,476,176       |   | 18,476,176     
|                                                       |                    |                  |   |                
|Net (loss) per share                                   |                    | $         (0.01  | ) | $         (0.01
|                                                       |                    |                  |   |                

See the
accompanying notes to the consolidated financial statements.

4

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Telemetrix,
Inc.Consolidated Statements of Cash FlowsSix Months Ended June 30, 2004 and 2003
(Unaudited)

|                                                    | 2004 | 2003     
|--------------------------------------------------- | ---- | ---------
|Net cash provided by (used in) operating activities |      | $ 233,082
|                                                    |      |          
|Cash flows from investing activities:               |     
|Purchase of property and equipment                  |      | (936,442 
|                                                    |      |          
|Net cash (used in) investing activities             |      | (936,442 
|                                                    |      |          
|Cash flows from financing activities:               |     
|Increase (decrease) in notes payable - affiliates   |      | (1,711   
|Proceeds from convertible notes                     |      | 870,000  
|Payments on long-term debt and notes                |      | (93,097  
|                                                    |      |          
|Net cash provided by financing activities           |      | 775,192  
|                                                    |      |          
|Net increase in cash                                |      | 71,832   
|Beginning - cash balance                            |      | 34,811   
|                                                    |      |          
|Ending - cash balance                               |      | $ 106,643
|                                                    |      |          

See the
accompanying notes to the consolidated financial statements.

5

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TELEMETRIX,
INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSJune 30,
2004(UNAUDITED)

(1)   
Basis of Presentation

The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
(GAAP) for interim financial information and Item 310(b) of Regulation SB. They
do not include all of the information and footnotes for complete financial
statements as required by GAAP. In managements opinion, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation have been included. The results of operations for the periods
presented are not necessarily indicative of the results to be expected for the
full year. For further information, refer to the Companys financial
statements as of December 31, 2003, and for the two years then ended, including
notes thereto included in the Companys Form 10-KSB.

(2   
Earnings Per Share

The
Company calculates net income (loss) per share as required by SFAS 128,
Earnings per Share. Basic earnings (loss) per share are calculated
by dividing net income (loss) by the weighted average number of common shares
outstanding for the period. Diluted earnings (loss) per share are calculated by
dividing net income (loss) by the weighted average number of common shares and
dilutive common stock equivalents outstanding. During periods when they are
anti-dilutive, common stock equivalents, if any, are not considered in the
computation.

(3)   
Revenue Recognition

The
Company recognizes paging and telemetry revenue, which consists of fees charged
to subscribers, when services are provided. Revenue from the sale of paging
equipment is recognized upon delivery to the customer. The Company recognizes
revenue from switching which consists of fees for engineering services,
equipment sales and fees for wireless mobile telephone interconnection
(switching) services upon completion of the service or delivery of the
equipment.

(4)   
Property and Equipment

During
the six months ended June 30, 2004, the Company purchased an aggregate of
$936,442 in property and equipment, including a deposit of $101,000 which was
paid during the year ended December 31, 2003. The Company has pledged
substantially all of this property and equipment as collateral on the notes
described in Note 5.

6

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(5)   
Convertible Debentures

During
October 2003 the Company entered into a funding agreement with a third
party whereby the Company would be able to borrow up to $2,000,000 in the form
of convertible notes. As of December 31, 2003, the Company was advanced an
aggregate of $350,000 pursuant to these demand notes. As of June 30, 2004, the
Company was advanced an aggregate of $1,220,000 pursuant to the funding
agreement. The notes do not bear interest unless in default in which case
interest accrued at the rate of 12% per annum. The notes had a conversion
feature which allowed for conversion into the Companys common shares at
$.04 per share, which the Company suspended because of the dispute described in
Notes 6 and 8 with TowerGate and Nyssen. The conversion right was reinstated on
November 30, 2004, upon the Company reaching a settlement agreement with
TowerGate and Nyssen and the parties agreed to convert their notes into common
stock. The difference between the conversion price and the fair market value of
the shares was charged to interest expense.

The
Company has outstanding notes payable to affiliates in the principal amount of
$390,602 at June 30, 2004. The debt is convertible into common shares of the
Company at $.02 per share.

(6)   
Commitments and Contingencies

The
Company is involved in various legal actions arising in the normal course of
business management believes that such matters will not have a material effect
upon the financial position of the Company.

The
Company has agreed to issue certain common shares to various related parties. As
of June 30, 2004, the Company does not have sufficient authorized shares to
affect these issuances (see Note 8).

On or
about September 10, 2001, the company filed a Form S-8 Registration Statement
under the Securities Act of 1933 registering 375,000 shares of common stock to
be issued in accordance with a consulting agreement. On September 21, 2001, the
Company issued the 375,000 shares of common stock. The Company received and
acted in reasonable reliance upon legal advice and guidance from legal counsel
at the time regarding the issuance, however, it has been recently advised that
certain investor relations related services that were to be provided are
prohibited under Regulation S-8. As such, the issuance of the 375,000 shares of
common stock may have violated the registration provisions of the federal
securities laws, specifically Section 5 of the Securities Act of 1933.

(7)   
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 six months
ended June 30, 2004, the Company incurred a net loss of $406,914. In addition,
the Company has an accumulated deficit of $62,308.560 and working capital and
stockholders deficits of $5,914,294 and $10,963,007 at June 30, 2004.

7

---

The
Companys ability to continue as a going concern is contingent upon its
ability to expand its service operations secure additional financing. The
Company is pursuing financing for its operations and seeking to expand its
operations. Failure to secure such financing or expand its operations may result
in the Company not being able to continue as a going concern.

The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

(8)   
Subsequent Events

Litigation

On
September 10, 2004, the Company filed a Complaint in the United States District
Court in the Southern District of New York against Michael Tracy
(Tracy), Michael L. Glaser (Glaser), and William W.
Becker (Becker), in case number 04CV7255. The Complaint sought an
award for compensatory damages, an injunction against Tracy, Glaser and Becker
for breach of fiduciary duty, costs and expenses for litigation (except fees and
other disbursements) including reasonable attorneys fees, and against
Tracy for conversion, and such other and further relief as may be deemed just
and proper.

On
September 16, 2004, the Company filed a complaint in the United States District
Court for the District of Nebraska, in case number 7:04CV5020, against TowerGate
Finance, Ltd., (TowerGate) and Nyssen, LP (Nyssen). The
Complaint alleges fraudulent misrepresentations against TowerGate, fraudulent
concealment against Nyssen, breach of fiduciary duty against TowerGate, civil
conspiracy against TowerGate and Nyssen, breach of contract against TowerGate,
and breach of the covenant of good faith and fair dealings against TowerGate.
The Complaint seeks preliminary and permanent injunction, declaratory judgment
and an accounting. The Complaint also requests a jury trial.

On
December 10, 2004, the Company, Tracy, Glaser and Becker and our other majority
shareholders and TowerGate and Nyssen entered into a binding agreement
(Agreement) dated as of November 30, 2004, in which the parties
agreed to dismiss the above described lawsuits, and settle the dispute between
them and between the Company and TowerGate and Nyssen. The agreement calls for
the appointment of an interim board of directors and stipulated that so long as
Becker and affiliated entities and TowerGate/Nyssen hold in excess of 25% of the
outstanding voting common shares that they will be entitled to appoint two
directors.

All
parties to the Settlement Agreement are either beneficial owners of the
Companys common stock, current or proposed members of the Companys
management, and/or are parties or affiliates of parties involved in the
Litigation that gave rise to the Settlement Agreement. Despite the filing of a
December 21, 2004, Form 8-K related to this litigation, the Company has never
disclosed the specific terms of the Settlement Agreement, including the
relationships among the parties to the Settlement Agreement, whether and how the
terms of the Settlement Agreement will be fulfilled and the existence and
substance of potential violations of Delaware law and the Companys bylaws
as a result of the terms contained in the Settlement Agreement.

In the
Settlement Agreement, the parties agree that the parties will undertake the
following actions:

8

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| | Increase
the Companys authorized share capital;
| | ------------------------------------------------

| | Effect
material share issuances to Becker Capital Management;
| | -------------------------------------------------------------

| | Effect
material share issuances to Nyssen LP and Tower Gate Finance Limited; and
| | --------------------------------------------------------------------------------

| | Adopt
a stock option plan for the Companys existing and new management.
| | ------------------------------------------------------------------------

The
Settlement Agreement gives rise to the following unasserted claims, all of which
expose the Company to potential shareholder lawsuits or SEC regulatory actions.
The Company is attempting to comply with all of the requirements of Delaware law
and the SEC requirements, but there can be no assurance that it will be able to
do so. In addition, FCC approval is required for certain of the share issuances
and if this approval is not obtained by the Company there may be material
negative impact on the Companys financial position and results of
operations.

Violation of
Delaware Law and Corporate Bylaws.

Section
144 of the Delaware Corporation Code states:

| | Interested
directors; Quorum provides that any contract or transaction between the Company and
one or more of its directors or officers, or between a corporation and any other
corporation, partnership, association or other organization in which 1 or more of its
directors or officers, are directors or officers, or have a financial interest requires
the approval of the contract and related transactions by: (a) a majority of the
Companys disinterested directors; and (b) the Companys shareholders.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If the
Company fails to comply with either requirement (a and b above), it is subject
to shareholder action. Additionally, Section 144 provides that the Settlement
Agreement could potentially be voided unless it is fair to the Company. The
action of increasing the Companys authorized common stock so that it can
issue large numbers of shares to the parties to the agreement, who are
management, beneficial owners or affiliates, and also adopting a stock option
plan for the benefit of management, may be considered unfair to the
Companys shareholders who are not party to the agreement.

The
issuances of significant shares (described above) to the Companys
management and beneficial owners as provided for in the Settlement Agreement may
be set aside under Delaware Corporation Law. Section 161 imposes limitations on
directors power to issue authorized shares. Any new stock issuance, such
as those provided for in the Settlement Agreement, is subject to the statutory
requirements regarding quality and quantity of consideration to be received for
the shares. The foregoing actions may require the vote of disinterested
shareholders pursuant to Delaware Corporate Code Section 144 because all of the
parties to the Settlement Agreement are either the Companys directors
and/or beneficial owners, and/or all are interested directors and/or interested
shareholders.

The
Companys bylaws and Delaware corporation law require that directors be
elected at any annual meeting of Shareholders.

9

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Because
the Company has a class of securities registered pursuant to the Securities
Exchange Act of 1934 (Exchange Act), the Company must comply with
Exchange Act Section 14 disclosure requirements. The Company is required to file
a Proxy Statement on Form 14A or an Information Statement on Schedule 14C and
will be prohibited from taking the actions set forth in the Settlement Agreement
until twenty days after the filing of the Proxy or of its Definitive Information
Statement.

The
Company is delinquent in filing several reports on Form 10-KSB and Form 10-QSB
and failed to timely correct any insufficient and incomplete disclosure in its
SEC filings,

Convertible
Debentures

As of
November 30, 2004, the Company was advanced an aggregate of $1,600,025
pursuant to the funding agreement described in Note 5. Pursuant to the agreement
dated November, 30, 2004, the note holder agreed to convert the $1,600,025
demand note into common shares at $.04 per share receiving 40,000,000 shares of
common stock. The difference between $.04 per share price and the fair market
value of the shares at the time of conversion was $4,399,975 and this amount was
charged to non-cash interest. In the same agreement, a entity related to this
third party investor received 20,000,000 shares of common stock for non-cash
stock compensation for services. The Company recorded a $3,000,000 charge to
non-cash compensation.

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

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

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

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

Through
December 21, 2005 the Company borrowed an additional $690,000 pursuant to the
third party convertible notes described in the Settlement Agreement dated
November 30, 2004. The lender agreed to convert $300,000 of these advances into
7,000,000 shares of the Companys common stock at June 30, 2005. The
advances bear interest at 15% per annum and are due on demand.

Notes payable -
related parties

On
February 3, 2003 the Company issued a $30,000 term note with interest at
10% per annum payable to a related party which required three installment
payments of $10,000 each on March 3, 2003, April 3, 2003 and May 3, 2003. The
note provided a penalty that in the event a payment was not received, within 5
days of each due date, the Company would be declared in default. The holder of
the note would then be entitled to receive shares of stock of the Company at
$0.11 per share, for outstanding principal balance including interest.
Additionally, for each 30 days beyond the due date, additional shares would be
computed at the rate of 1⁄2 of the initial conversion rate. On November 30,
2004, the related party agreed to convert the note plus $4,757 in accrued
interest into shares of stock of the Company, at par, with the holder to receive
36,175,000 shares of common stock. The difference in the share price of $.001
and the fair market value of the shares at the time of conversion was $5,391,493
which was charged to non-cash stock interest.

10

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Through
December 21, 2005, the Company borrowed an additional $729,000 pursuant to the
related party convertible note described in the Funding Agreement dated November
30, 2004. The lender agreed to convert $275,000 of these advances into 9,750,000
shares of the Companys common stock at June 30, 2005. The balances of the
advances bear interest at 15% per annum and are due on demand.

Common Stock

During
May 2003 the Company agreed to issue 10,042,500 shares of common stock to an
officer for the conversion of notes aggregating $401,700. The difference between
the fair market value of the shares and the conversion price aggregating
$1,104,675 has been charged to operations during 2003. During the year ended
December 31, 2004, the Company issued 6,523,496 of these common shares and
reduced the stock subscription by $260,940.

During
the year ended December 31, 2004, the Company recorded stock subscriptions for
an aggregate of $14,426,250 for 96,175,000 shares of common stock. Of the
$14,426,250, $3,000,000 for 20,000,000 shares of common stock is related to
compensation and $6,000,000 for 40,000,000 shares of common stock is related to
the conversion of debt and non-cash stock interest. The remaining $5,426,250 for
36,175,000 shares of common stock relate to the conversion of a $30,000 note to
an affiliate.

The
Company has obligations to issue common shares at December 31, 2004, pursuant to
the conversions of various loans and accrued interest, incentive shares, and
services as follows:

|                      | Shares | Amount     
|--------------------- | ------ | -----------
|Officers salary       |        | 6,479,479  
|Loan incentive shares |        | 6,055,762  
|Conversion of debt    |        | 40,000,000 
|Services              |        | 20,600,000 
|Conversion of related |       
|party debt            |        | 64,948,445 
|                      |        |            
|                      |        | 138,083,686
|                      |        |            

Other

Subsequent
to June 30, 2004, the Company made application with the FCC for approval of the
shares to be issued to Becker, Nyssen, TowerGate and Becker Capital Management
LLC per the settlement agreement described above. The application is currently
pending.

11

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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, 2003. 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 $6
million may negatively affect our ability to expand our operations; (f) whether
we will be able to keep pace with the rapid development of technology in the
wireless communications services area; (g) whether our existing technology will
become obsolete or too expensive to upgrade; (h) the possibility that our
business will be subject to increasing government regulation and related
increasing costs; and (i) our dependency upon third party providers, including
roaming partners and wireless network companies, through which we obtain our
interconnections throughout North America and international markets; should we
lose the services of these third party providers, our operations may be
negatively affected, including interruptions in our service.

Statements
are made as of the filing of this Form 10-QSB with the Securities and Exchange
Commission and should not be relied upon as of any subsequent date. Unless
otherwise required by applicable law, we do not undertake, and we specifically
disclaim any obligation, to update any forward-looking statements to reflect
occurrences, developments, unanticipated events or circumstances after the date
of such statement.

12

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

Divisions

We
operate the following divisions:

|o |  | Telemetry and Pager Services  Our Telemetry Division offers wholesale and
retail messaging services. For businesses and end users, we provide regional
paging and cellular roaming services. For wholesale customers, we provide short
messaging services (SMS). Wholesale SMS are sold through agreements with agents
and resellers that purchase our telemetry and data services at wholesale and
then resell such services at retail rates.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | CentreGate Division  Our CentreGate Division provides professional, back
office, and switch sharing services to medium and smaller size wireless service
providers. These services include system upgrades and integration that offer
call processing, calling feature enhancements, roamer clearing and settlement,
billing and other network services.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Type of
Customers

Except
for consumer Pager Services contracts, all of our customers are commercial
customers. We have three major types of commercial customers:

|o |  | Resellers  Our resellers resell our short message services, which are
often resold in combination with a specific device that the reseller offers as a
part of an integrated hardware/communication service package;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Wholesale Users  We have wholesale users, such as hardware and software
developers that use our short message services for testing and development of
hardware and messaging solution services; and
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Wireless Carriers  Wireless carriers purchase our services, such as switch
sharing or other service enhancements.
|- |  | ------------------------------------------------------------------------------------------------------------------

Revenues

Our
revenues consist of the following:

|o |  | Pager  Pager revenue is derived from monthly paging service contracts with
businesses and end consumers.
|- |  | ---------------------------------------------------------------------------------------------------------

|o |  | Telemetry
 Telemetry revenue results from  wholesale contracts with resellers of network
access and  short message services.
|- |  | -----------------------------------------------------------------------------------------------------------------------------

13

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|o |  | Switching  Switching revenue is produced by our CentreGate Division
through incremental charges for the shared use of our central office wireless
switch, which enables certain of our customers to operate a remotely located
media gateway in their location via a connection with our switch in Gering,
Nebraska; and
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Other  Other revenue is derived from the rental of our towers and pager
hardware, sales and repairs of pagers, cellular roaming revenue, and telemetry
revenue that results from wholesale contracts with resellers of network access
and short message services.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For
financial statement purposes, our Pager Revenue reflects revenue
from monthly paging service contracts, while Other Revenue reflects
the Telemetry, and Other Revenue reflected above.

During our
Fiscal Year 2003 period, our total revenues of $381,967 were derived from  the following:

|o |  | $251,149
from our telemetry related services;
|- |  | ---------------------------------------------

|o |  | $119,166
from  our pager related services; and
|- |  | ----------------------------------------------

|o |  | $11,652
from tower rental.
|- |  | --------------------------

During
the three-month period ending June 30, 2004, our total revenues of $354,537 were
derived from the following:

|o |  | $22,202 from pager related services;
|- |  | ------------------------------------

|o |  | $221,140
from switching; and
|- |  | ----------------------------

|o |  | $111,195
from other revenue sources.
|- |  | ------------------------------------

During  the
six-month period ending June 30, 2004, our total revenues of $516,102 were  derived from
the following:

|o |  | $46,427
from pager related services;
|- |  | ------------------------------------

|o |  | $221,140
from switching; and
|- |  | ----------------------------

|o |  | $248,535
from other revenue sources.
|- |  | ------------------------------------

Our
pager related revenues decreased by $39,255 or 24.78% to $119,166 during the
year ended December 31, 2003 from $158,421 for the comparable 2002 period. We
believe that during the year 2004 pager related revenues will continue to
decline, albeit at a slower rate than the 2002  2003 period, as the
overall North American pager market continues the revenue decline it has
experienced over the past several years. This overall decline can be attributed
to the increasing usage of other wireless technologies.

We
will attempt to expand our revenues by marketing our Telemetry Divisions
short message service network data access and through our CentreGate
Divisions switch sharing services.

Our
revenues are dependent upon the following factors:

|o |  | Our ability to secure additional agreements for wholesale reseller customers
using our nationwide network access for short message service and data as well
as our ability to generate an increase in usage by our existing customers;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14

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|o |  | Our CentreGate Divisions ability to sell their service offerings and
implement the hardware and software for network operations and billing services;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Our ability to hire and maintain qualified engineering and Information
Technology staff that will be able to install and maintain and support the
equipment and software necessary for both our Telemetry Division services as
well as the CentreGate Division;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Demand for our services;
|- |  | ------------------------

|o |  | Individual economic conditions in our markets; and
|- |  | --------------------------------------------------

|o |  | Our general ability to market our  services.
|- |  | --------------------------------------------

Capital
Expenditures and Requirements

During
2003, we committed to one significant capital expenditure of approximately
$500,000 for a Mobile Switching Center. If we obtain adequate funding, we expect
to make the following significant capital expenditures during 2004: (a) $300,000
for additional switching equipment; (b) $150,000 for a short messaging service
center; and (c) $75,000 for infrastructure hardware to support our billing
system.

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, 2003.

Results of
Operations

Comparison of
Three Months Ended June 30, 2004 and 2003

Revenues.
Revenues for the three months ended June 30, 2004 increased by $235,323 or
197.4% to $354,537 from $119,214 for the three months ended June 30, 2003. The
positive change in revenue is primarily attributable to a period to period
increase in switching revenues of $221,140 and a period to period increase of
$111,195 for other revenues. These changes represent a 100% quarter over quarter
increase in both revenue streams.

15

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Cost
of Revenues. Cost of revenues currently consists primarily of pager
equipment, equipment repairs, software, additional phone circuits, and base
station infrastructure operating equipment. Cost of revenues increased by 544.1%
or $129,733 to $153,576 for the three months ended June 30, 2004 from $23,843
for the comparable 2003 period, representing 43.3% and 20.0% of the total
revenues for the three months ended June 30, 2004 and 2003, respectively. The
increase in the cost of revenues is attributable to having two new revenue
streams (switching revenues and other revenues) and their related cost of
revenues which net to $184,465, compared to no such revenue/cost of revenues
relevant to the comparable 2003.

Should
telemetry related revenues, as included in the Other Revenue
category grow faster than our other revenue sources, our cost of revenues as a
percentage of revenues in that area will continue to increase. If competition
driven market conditions force us to lower the prices that we charge our
customers, our cost of revenues as a percentage of revenues will increase.

Operating
Income/(Losses). Operating income for the three months ended June 30, 2004
reflected a loss of ($60,621) compared to an operating loss of ($124,684) during
the comparable 2003 period. On a year over year basis for the second quarter,
our operating losses decreased by 51.4% or $64,063. The decrease in operating
loss was primarily due to the identified increases in revenue for the three
months ended June 30, 2004 as compared to the same period in the prior year.

Non-Cash
Stock-Based Compensation. Non-Cash Stock-Based Compensation for the three
months ended June 30, 2004 decreased by 64.9%, or $46,706, to a level of $25,294
from an expense of $72,000 for the comparable period during 2003. This payment
of stock during 2003 represented the payment of stock to our then Chief
Executive Officer, and during 2004 represented the amortization of deferred
compensation.

Selling,
General and Administrative Expense. General and administrative expense
increased by $88,233 or 59.6% to $236,288 for the three month period ended June
30, 2004, from $148,055 for the three-month period ended June 30, 2003. The
increase in our general and administrative expenses is primarily attributable to
increased staffing expense associated with the build out of our CentreGate
switch-sharing services capability and operational costs to operate our Atlanta,
Georgia office.

Interest
Expense. Interest expense for the three-month period ended June 30, 2004
declined by $48,925 or 42.1% to $67,165 as compared to $116,090 for the
three-month period ended June 30, 2003. The decrease in interest expense is
primarily attributable to the conversion of notes to equity by some major
shareholders. Our obligation to pay approximately $19,000 per month in interest
to the note holders ceased upon that conversion.

Net
Loss. Net loss for the three-month period ended June 30, 2004 decreased by
47.2%, or $113,420 to ($127,075) from ($240,495) for the three months ended June
30, 2003. Net loss per share remained at ($0.01) for the three months ended June
30, 2004, as was reported for the three months ended June 30, 2003.

16

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Comparison
of Six Months Ended June 30, 2004 and 2003

Revenues.

Revenues
for the six months ended June 30, 2004 increased by $311,835 or 152.7% to
$516,102 from $204,267 for the six months ended June 30, 2003. Our increase in
revenues is primarily attributable to having switching revenues of $221,140 and
other revenue of $248,535 during the six months ended June 30, 2004 compared to
$0 in both of these revenue classifications for the six months ended June 30,
2003. These period to period revenue gains were partially offset with a 77.3%
reduction in period to period Pager revenue, with $46,427 being reported for the
first six months of 2004 vs. $204,267 being reported for the first six months of
2003. The period to period decline in Pager revenue is attributable to the
reductions being experienced overall in the North American Pager market as
consumers continue migrating to other wireless messaging technologies.

Operating
Losses.

Operating
losses for the six months ended June 30, 2004 decreased by 7.5% or $23,777 to
$291,277 from $315,054 for the six months ended June 30, 2003. The decrease in
operating loss was primarily due to (a) a $142,500, or 87.2% period to period
improvement in Gross Margin with increased Switching and Other revenue driving
the change in Gross Margin to $305,914 for the first six months of 2004 from
$163,414 for the first six months of 2003; and (b) a $59,862 decrease in
non-cash stock compensation, or 41.6% change to $84,138 for the six months
ending June 30, 2004 as compared to $144,000 for the same period during 2003.
These period to period improvements were partially offset by (c) a $178,585
increase in our selling, general and administrative expense, which generated a
period to period 53.4% increase, to $513,053 for the six months ended June 30,
2004 from $334,468 for the six months ended June 30, 2003 reflecting the
increase in Atlanta staff supporting the Switching and Other sales.

Non-Cash
Stock-Based Compensation.

Non-Cash
Stock-Based Compensation decreased $59,862 or 41.6% to $84,138 for the six
months ended June 30, 2004, from $144,000 for the six months ended June 30,
2003. This payment of stock during 2003 represented the payment of stock to our
then Chief Executive Officer, and during 2004 represented the amortization of
deferred compensation.

Selling,
General and Administrative Expense.

General
and administrative expense increased by $178,585 or 53.4% to $513,053 for the
six month period ended June 30, 2004, from $334,468 for the six month period
June 30, 2003. The increase in our general and administrative expenses is
primarily attributable to increased staffing at our Atlanta office in support of
Switching and Other revenue generation activities.

17

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Interest
Expense.

Interest
expense for the six month period ended June 30, 2004 decreased $106,064 or 47.6%
to $116,706 as compared to $222,770 for the six month period ended June 30,
2003. The decrease in interest expense is primarily attributable to the
conversion of notes to equity by some major shareholders. Our obligation to pay
approximately $19,000 per month in interest to the note holders ceased upon that
conversion.

Net Loss.

Net
loss for the six month period ended June 30, 2004 increased by $63,010 or 18.3%
to ($406,914) from ($343,904) for the six months ended June 30, 2003. The net
loss for the six months ended June 30, 2003 was mitigated by a one-time gain of
$269,220 associated with a settlement on outstanding debt obligations of the
company. Net loss per share remained the same, ($0.02) for the six months ended
June 30, 2004 as well as the six months ended June 30, 2003.

Balance Sheet

Current
Assets.Current Assets amounted to $209,006 as of June 30, 2004 representing
an increase of $103,714 or 98.5% from Current Assets of $105,292 as of December
31, 2003. The increase in our current assets is primarily attributable to higher
levels of accounts receivable resulting from higher sales volume.

Current
Liabilities.As of June 30, 2004, Current Liabilities are $6,123,300,
representing an increase of $1,127,956 or 22.6%, from Current Liabilities of
$4,995,344 as of December 31, 2003. Increases in Accounts Payable and
Convertible Debt account for the majority of the change from year-end 2003.

Liquidity
and Capital Resources

Net
cash provided by operating activities for the period ending June 30, 2004 was
$233,082 compared with ($362,066) for the same period in 2003.

Cash
used in investing activities for the period ended June 30, 2004 was $936,442
compared with $0 for the period ended June 30, 2003. The cash expensed in 2004
was for the purchase of property and equipment.

Cash
provided by financing activities was $775,192 for the period ended June 30, 2004
as compared to $372,260 for the period ended June 30, 2003. The cash provided in
2004 resulted from the proceeds of convertible notes of $870,000 reduced by
payments on outstanding debt.

Cash
at June 30, 2004 amounted to $106,643 from $34,811 at December 31, 2003. Cash at
December 15, 2004 amounted to $16,900.00.

18

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Although
we plan to make material purchases of capital equipment during 2004 should we
obtain adequate financing, we do not currently have material commitments for
capital expenditures for the current year. 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 2004; therefore, we plan
to raise money through a private placement to fund the implementation of an
expanding operational plan.

For
the year ended December 31, 2003, we incurred net losses of $2,951,932 and we
had a working capital deficit of $4,890,052 and stockholders deficit of
$4,917,986 at December 31, 2003. As of June 30, 2004, we had an accumulated
deficit of $62,308,560 and working capital and stockholders deficits of
$5,914,294 and $10,963,007, 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 $1,131,000 over the next nine (9)
months, in the following areas:

|o |  | Salaries
and labor = $565,000
|- |  | -----------------------------

|o |  | Network
operating costs = $300,000
|- |  | ----------------------------------

|o |  | Network
infrastructure = $75,000
|- |  | --------------------------------

|o |  | G&A
(exclusive of salaries) = $180,000
|- |  | --------------------------------------

Our
current cash of $106,643 as of June 30, 2004 as well as our cash of $176,383 as
of December 15, 2004 will satisfy our cash requirements for less than one month.

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

19

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|o |  | If
any cash remains after we  satisfy amounts due to our creditors, distribute any remaining
cash to our  shareholders in an amount equal to the net market value of our net assets;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | File
a Certificate of Dissolution with the State of Delaware to  dissolve our corporation and
close our business;
|- |  | -----------------------------------------------------------------------------------------------------------------

|o |  | Make the appropriate filings with the Securities and Exchange Commission so that
we will no longer be required to file periodic and other required reports with
the Securities and Exchange Commission, if, in fact, we are a reporting company
at that time; and
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Make the appropriate filings with the National Association of Security Dealers
to affect a delisting of our stock.
|- |  | ------------------------------------------------------------------------------------------------------------------

Based
upon our current assets, however, we would not have the ability to distribute
any cash to our shareholders.

If we
have any liabilities that we are unable to satisfy and we qualify for protection
under the U.S. Bankruptcy Code, we may voluntarily file for reorganization under
Chapter 11 or liquidation under Chapter 7. Our creditors may also file a Chapter
7 or Chapter 11 bankruptcy action against us. If our creditors or we file for
Chapter 7 or Chapter 11 bankruptcy, our creditors will take priority over our
shareholders. If we fail to file for bankruptcy under Chapter 7 or Chapter 11
and we have creditors; such creditors may institute proceedings against us
seeking forfeiture of our assets, if any. We do not know and cannot determine
which, if any, of these actions we will be forced to take. If any of these
foregoing events occur, you could lose your entire investment in our shares.

To
date, we have funded our activities principally from loans from related parties.

Contractual
Obligations and Commercial Commitments

We
have no contractual obligations, including lease obligations, apart from
agreements in the normal course of our business.

Recent
Pronouncements

In
December 2002, the Financial Accounting Standards Board (FASB)
issued Statement No. 148 (SFAS No. 148), Accounting for
Stock-Based Compensation, Transition and Disclosure. SFAS No. 148 provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. SFAS No. 148 also
requires that disclosures of the pro forma effect of using the fair value method
of accounting for stock-based employee compensation be displayed more
prominently and in a tabular format. Additionally, SFAS No. 148 requires
disclosure of the pro forma effect in interim financial statements. The
transition and annual disclosure requirements of SFAS No. 148 are effective for
fiscal years ended after December 15, 2002. The interim disclosure requirements
are effective for interim periods ending after December 15, 2002. The disclosure
provision of SFAS No. 148 has been adopted by the Company with appropriate
disclosure included in the financial statements.

20

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In
April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, Accounting for Derivative Instruments and Hedging
Activities. SFAS No. 149 is effective for contracts entered into or
modified after September 30, 2003, except as specified and for hedging
relationships designated after June 30, 2003.

In May
2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. SFAS 150
requires that certain financial instruments, which under previous guidance were
accounted for as equity, must now be accounted for as liabilities. The financial
instruments affected include mandatory redeemable stock, certain financial
instruments that require or may require the issuer to buy back some of its
shares in exchange for cash or other assets and certain obligations that can be
settled with shares of stock. SFAS 150 is effective for all financial
instruments entered into or modified after May 31, 2003. Otherwise it will
become effective at the beginning of the first interim period beginning after
June 15, 2003.

The
Company believes that the ongoing application of these Statements will not have
a material adverse effect on the Companys financial position, results of
operations, or cash flows.

Item 3.  
Controls and Procedures

As of
June 30, 2004, 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 June 30, 2004.

There
has not been any change in our internal control over financial reporting during
the quarter ended June 30, 2004 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

We are
not 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.

21

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Item
2.   Changes in Securities and Use of Proceeds

None

Item 3.   
Defaults Upon Senior Securities

None

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

None

Item
5.    Other Information

None

Item 6.   
Exhibits and Reports on Form 8-K

|31.1 |  | Certification
pursuant to section 302 of the Sarbames-Oxley Act of 2002
|---- |  | -----------------------------------------------------------------------

|31.2 |  | Certification
pursuant to section 302 of the Sarbames-Oxley Act of 2002
|---- |  | -----------------------------------------------------------------------

|32.1 |  | Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002
|---- |  | ----------------------------------------------------------------------------------------------------------------------

|32.2 |  | Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002
|---- |  | ----------------------------------------------------------------------------------------------------------------------

Reports
in Form 8-K

On
July 2, 2004, we filed a Form 8-K under Item 5, Other Events and
Regulation FD Disclosure, reporting that on June 17, 2004, our Board of
Directors appointed Mr. Richard Dineley as our President and Chief Executive
Officer and Richard West as our Secretary and General Counsel.

22

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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.

December 15,
2005

Telemetrix
Inc.
By: /s/ William Becker
      William Becker
      Director  (Principal Executive Officer)

23

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