# 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 March 31, 2001

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

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

Telemetrix Inc.
c/o J. Doyle, Chief Financial Officer
1225 Sage Street
Gering, Nebraska 69341
(308) 436-4090(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 March 31, 2001,
Registrant had 16,366,523 issued and outstanding common shares.

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

---

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

# TABLE OF
CONTENTS FOR FORM 10-QSB
PART I - FINANCIAL INFORMATION

`Page
                                                                                                  ----
Item 1.    Financial Statements......................................................................3
           Condensed Consolidated Balance Sheets.....................................................3

           Consolidated Statements of Operations and Deficiency......................................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.......9`

# PART
II - OTHER INFORMATION

`Item 1.    Legal Proceedings........................................................................29
Item 2.    Changes in Securities and Use of Proceeds................................................29
Item 3.    Defaults Upon Senior Securities..........................................................29
Item 4.    Submission of Matters to a Vote of Security Holders......................................29
Item 5.    Other Information........................................................................29
Item 6.    Exhibits and Reports on Form 8-K.........................................................29
SIGNATURES .........................................................................................30`

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

| |  | our limited operating history and commercial experience;
| | - | --------------------------------------------------------

| |  | market acceptance of T3000;
| | - | ---------------------------

| |  | availability of additional capital;
| | - | -----------------------------------

| |  | protection of our intellectual property rights;
| | - | -----------------------------------------------

| |  | evolving technologies and markets;
| | - | ----------------------------------

| |  | competitive developments;
| | - | -------------------------

| |  | telecommunications regulatory environment; and
| | - | ----------------------------------------------

| |  | 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.

---

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

CONDENSED
CONSOLIDATED BALANCE SHEETS
(Information as of March 31, 2001 is unaudited)

`March 31     December 31
                                                                                  2001          2000
                                                                               ---------     -----------
                                     ASSETS
Current assets:
   Cash...................................................................... $        0    $    145
   Accounts receivable, net of allowance for doubtful accounts ..............         27          33
   Note receivable-- related party ..........................................        193         188
   Due from related companies ...............................................         32          38
   Prepaid expenses .........................................................          3           5
                                                                                --------    --------
      Total current assets ..................................................        255         409

Property & equipment ........................................................      1,644       1,667
Debt Issuance Costs .........................................................        838       1,067
Intangibles .................................................................      6,340       6,778
                                                                                --------    --------

         Total assets........................................................ $    9,077    $  9,921
                                                                                ========    ========

                        LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
   Line of credit............................................................ $      200    $    200
   Accounts payable .........................................................      2,166       2,087
   Accrued expenses .........................................................        731         727
   Due to related companies .................................................        226         226
   Current portion-- long term debt-- related parties .......................      1,442       1,311
   Current portion of long term debt ........................................      1,200       1,200
                                                                                --------    --------

     Total current liabilities ..............................................      5,965       5,751

Long term debt-- related party ..............................................        268         253
Long term debt ..............................................................        846         841
                                                                                --------    --------
     Total long-term liabilities ............................................      1,114       1,094
       Total Liabilities ....................................................      7,079       6,845
                                                                                --------    --------

Shareholders equity:
   Common stock, $0.001 par value; 25 million shares authorized;
      16,367,000 and 16,305,000 shares issued and outstanding
        at March 31, 2001 and December 31, 2000 respectively ................         16          16
Additional paid-in capital ..................................................     45,111      44,961
Foreign currency translation ................................................        108         108
Accumulated deficit .........................................................    (43,237)    (42,009)
                                                                                --------    --------
       Total Shareholders' Equity ...........................................      1,998       3,076
                                                                                --------    --------

            Total Liabilities and Shareholder's Equity....................... $    9,077    $  9,921
                                                                                ========    ========`

Financial data
was rounded to the nearest thousand dollars.
The accompanying notes are an integral part of these consolidated
financial statements

---

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

CONSOLIDATED
STATEMENTS OF OPERATIONS
(Information relating to the three month periods ended March 31, 2000 and
2001 is unaudited)

`Three Months
                                                          Ended March 31,
                                                       ---------------------
                                                       2001             2000
                                                       ----             ----
Revenue:
   Equipment sales & rental ................     $         57      $         74
   Service income ..........................                0               107
                                                 ------------      ------------

       Total Revenue .......................               57               181
                                                 ------------      ------------

Expenses:
   Cost of Revenue .........................     $         12      $         62
   Research & development ..................               63             1,024
   Selling, general & administrative .......              763             1,341
                                                 ------------      ------------
       Total Operating Expenses ............              838             2,427
                                                 ------------      ------------

Net loss from operations ...................             (781)           (2,246)
                                                 ------------      ------------

Other Expense:
   Interest expense (income) ...............              456               139
   Other expense (income) ..................               (9)               (5)
                                                 ------------      ------------

       Total other expense (income) ........              447               134
                                                 ------------      ------------

Net loss ...................................     $     (1,228)     $     (2,380)
                                                 ============      ============


Weighted average shares outstanding
     during period .........................       16,366,523        13,313,814

Loss per
     share .................................     $      (0.08)     $      (0.18)
                                                 ============      ============`

Financial data
was rounded to the nearest thousand dollars.
The accompanying notes are an integral part of these consolidated
financial statements

---

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

CONSOLIDATED STATEMENTS
OF CASH FLOWS
(Information relating to the three month periods ended March 31, 2000 and 2001
is unaudited)

`Three Months
                                                                      Ended March 31,
                                                                   --------------------
                                                                     2001        2000
                                                                     ----        ----
Cash flow from operating activities
   Net loss for the period ....................................   $(1,228)   $(2,380)

   Adjustments to reconcile net loss to cash used in operations
     Amortization & depreciation ..............................       461        501
     Accretion of interest on debt issue costs ................       379          0
     Accrued interest included in notes payable ...............         5          0
     Changes in assets and liabilities
       In accounts receivable .................................         6        (25)
       In other assets ........................................         2          0
       In accounts payable ....................................        79        306
       In accrued liabilities .................................         4         91
                                                                  -------    -------
         Total adjustments ....................................       936        873
              Net cash used in operating activities ...........      (292)    (1,507)
                                                                  -------    -------

Cash flow from investing activities
   Increase in capital assets .................................         0        (93)
                                                                  -------    -------
            Net cash used in investing activities .............         0        (93)
                                                                  -------    -------

Cash flow from financing activities
   Payments on line-of-credit .................................         0       (195)
   Proceeds (payments) from long-term debt ....................         0          6
   Advances on notes receivable ...............................        (5)         0
   Proceeds from issuance of share capital ....................         0      2,474
   Proceeds from related companies ............................         6         80
   Proceeds from notes payable - related party ................       146          0
   Change in Deferred rent liability ..........................         0          3
                                                                  -------    -------
            Net cash from financing activities ................       147      2,368
                                                                  -------    -------


Effect of foreign current translation on cash .................         0        (66)
                                                                  -------    -------

Net increase (decrease) in cash & cash equivalents ............       145        702
                                                                  -------    -------
Cash, beginning of period .....................................       145         16
                                                                  -------    -------
Cash, end of period ...........................................   $     0    $   718
                                                                  =======    =======`

Financial data
was rounded to the nearest thousand dollars.
The accompanying notes are an integral part of these consolidated
financial statements

---

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

## 1. Description
of Business

Telemetrix
Inc. (the Company) was formed through a series of corporate
combinations. On January 2, 1999, Telemetrix Resource Group Inc., a Colorado
Corporation (TRG, Inc.), acquired Telemetrix Resource Group Limited
(TRG Ltd.), a Nova Scotia corporation from Hartford Holdings Ltd., TRG Ltd.'s
sole shareholder, pursuant to a share exchange and plan of reorganization. On
March 22, 1999, Arnox Corporation (an inactive public corporation), TRG Inc. and
Tracy Corporation II d/b/a Western Total Communication (WTC)
executed a Plan of Reorganization, which contemplated a share exchange and
reorganization transaction (the Combination). On April 5, 1999, the
first phase of the combination occurred, whereby Arnox acquired 100% of the
issued and outstanding common shares of TRG Inc. in exchange for 6,127,200
shares of Arnoxs common stock. Arnoxs historical financial
statements become those of TRG Ltd., as TRG Ltd.s operations were the
ongoing operations of the combined companies. All of the transactions comprising
the Combination, with the exception of WTC, have been accounted for as reverse
acquisitions and no goodwill has been recorded. On September 22, 1999, the final
phase of the combination 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. Through these combinations, the stockholders of WTC
and TRG, Inc. acquired 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");
| | - | --------------------------------------------

| |  | TRG-Ltd. became Telemetrix Solutions Inc. (TSI)
| | - | -----------------------------------------------

| |  | WTC became Telemetrix Technologies Inc.
| | - | ---------------------------------------

The
Company offers wireless paging service, PCS service, telemetry systems, hardware
and software and communications software and technology to telecommunications
carriers and other businesses.

Telemetry
involves the use of remote devices for data collection and analysis. 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
measurement and transceiver devices, transmission services, central control
devices and management software. Businesses requiring telemetry applications
include electric utilities, alarm companies and vending machine operations.

---

## 2. Basis of
Presentation of Interim Information

The
consolidated unaudited financial statements for March 31, 2001, and 2000 include
the accounts of Telemetrix Inc. (the parent company) and its wholly-owned
subsidiaries, Telemetrix Solutions and Telemetrix Technologies.

The
results for three months ended March 31, 2001, 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 and
footnotes thereto included in the Company's 2000 Annual Report on SEC Form
10-KSB filed with the U.S. Securities & Exchange Commission.

In
Management's opinion, the accompanying unaudited interim financial statements
include all normal adjustments necessary to present fairly the Company's
financial position at March 31, 2001, and the results from operations for the
three months ended March 31, 2001, and the cash flows for the three months ended
March 31, 2001.

## 3. Related
Party Transactions

During
2000, the Software Factory ceased operations. Also during 2000, WEB CCB,
Mondetta and the Becker Group of Companies stopped operations. Allowances have
been made for the amounts due from these companies in excess of amounts due to
the respective companies.

Due
from related parties

`Tracy Broadcasting Company                              $       3,000
        Mondetta Telecommunications Inc. (Mondetta")                   18,000
        Web CCB Systems Inc. ("WEB")                                   26,000
        Software Factory Inc.                                         195,000
                                                                -------------
        Total due from related parties                                242,000
        Less allowance                                               (210,000)
                                                                -------------

                                                                $      32,000
                                                                =============`

---

Due
to related parties

`Becker Group of Companies (BGC)                        $      41,000
        Software Factory Inc.                                        185,000
                                                               -------------

                                                               $     226,000
                                                               =============`

The
amounts due from BGC are non-interest bearing and due on demand. The amounts due
to related companies are due on demand bearing interest at US prime.

Hartford
Holdings Ltd., a significant shareholder of Telemetrix Inc., is the Parent of
WEB, BGC, and Telemetrix Software Factory Inc., Mondetta is controlled by a
person related to the stockholder of Hartford Holdings Ltd.

The
Company has a note receivable from the Software Factory, which matured May 1999.
The outstanding balance at March 31, 2001 was $188,000 net of a $175,000
allowance. The note accrued 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.

Current
portion-long term debt-related parties increased due to additional notes payable
from a major shareholder, interest rates ranging from 8.5% to 23.4%. Principal
and interest are due on demand. The proceeds were used to fund
operations.

## 4. Commitments
& Contingencies

Software
Agreements. The Company entered into an agreement with a vendor for the
research and development of software to be used in conjunction with the
Company's telemetry technology. The total contract amount was $500,000 USD and
is payable as the project is completed. During 1999 to 2000, the Company has
paid $443,000 to the vendor. The Company is also committed to an automatically
renewing service agreement requiring monthly payments of $12,000. The agreement
automatically renews as long as the software is used. At March 31, 2001, the
Company has included in trade payables $247,000 due to this vendor for unpaid
contract completion costs and for monthly service charges.

Operating
Leases - Related Parties. The facility occupied by the Company in
Gering, Nebraska is being leased at $2,500 per month from an officer of the
Company. The lease requires WTC to pay for utilities and taxes and contains no
provisions for renewal.

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 four employment contracts, which
require total annual salary payments of approximately $367,000. These contracts
expire at various dates through 2003 with options to extend.

## 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.

Telemetrix
offers wireless e-Telemetry DataTM Solutions for businesses
and telecommunications carriers, particularly through wireless Personal
Communications Services (PCS). The Companys T3000 wireless
telemetry system uses a patented method for automatically collecting and
transmitting telemetry data over the Short Message Service (SMS) of
digital communications networks (PCS systems). In January and November of 2000
Telemetrix received patents relating to this technology. With T3000, telemetry
users can:

| |  | acquire data from remote devices;
| | - | ---------------------------------

| |  | control, poll and activate the remote devices;
| | - | ----------------------------------------------

| |  | manage their entire wireless telemetry system; and
| | - | --------------------------------------------------

| |  | access the telemetry data via the Internet or a wireless device.
| | - | ----------------------------------------------------------------

Telemetry
involves data collection and analysis using remote devices such as measurement
and transceiver devices, transmission services, central control devices and
management software. Telemetrixs e-Telemetry Data
SystemTM permits businesses to monitor activity at an unlimited
number of remote and dispersed locations, detect situations requiring
intervention and promptly respond to such situations. Telemetrix e-Telemetry
Data SystemTM (e-Telemetry DataTM and
e-Telemetry Data SystemTM are Registered Trademarks of Telemetrix Inc.) enables
an electric utility to be able to read meters, monitor usage, anticipate
excessive demand and conduct load-shedding and load management to avoid
brown-outs and black-outs. Examples of businesses that currently use telemetry
(Telemetry Users) include electric utilities, alarm companies and
vending machine operators. With continued advances in technology and reductions
in implementation costs the potential applications expand to Heating and air
conditioning monitoring and control, Asset management and tracking, public &
municipal services, health status monitoring devices and a multitude of other
solutions. By offering the Companys patented wireless telemetry technology
in their service area, PCS carriers can create a new and potentially significant
market for their wireless transmission services.

---

The
Company believes that the T3000 system offers a reliable, flexible and
inexpensive solution for monitoring events, collecting & distributing data,
and controlling systems. The Company holds two PCS licenses (30 MHz and 10 MHz)
for Business Trading Area 411, as defined by the Federal Communications
Commission (FCC), and has constructed an operating GSM system using
the 30 MHz license. Telemetrix is certified as competitive local exchange
carrier (CLEC) in the State of Nebraska. The Company is a member of
the North American GSM Alliance, an organization made up of all of the GSM
operators in the United States that coordinates the roaming on the
GSM networks of the other members of the Alliance. This means that Telemetrix
can provide its telemetry services in any geographic area served by PCS carriers
employing the GSM signaling technology without the need to acquire additional
radio licenses from the FCC and construct infrastructure. The Company intends to
partition its 30 MHz PCS licenses in BTA 411 and to construct TDMA and CDMA in
BTA 411 using the C and F licenses, which will then allow the Company access to
all PCS networks in North America, regardless of the signaling technology they
employ. The Company currently tests and develops T3000 applications on its PCS
wireless facilities in western Nebraska and southeastern Wyoming (the WTC
Network).

The
Company believes that T3000s features distinguish it from other telemetry
systems and telecommunications services. The T3000 utilizes existing PCS
standard digital technology infrastructure (Global System for Mobile
Communications, (GSM), Time Division Multiple Access
(TDMA) & Code Division Multiple Access (CDMA).
Customers can rapidly deploy telemetry services and also avoid the prohibitive
costs of installing and maintaining expensive telecommunications infrastructure.
The optic meter reading interfaces and simplified input interfaces permit
Telemetry Users to retain legacy-metering equipment in their telemetry systems
and avoid expensive removal and replacement of existing metering equipment. The
T3000 is very easy to implement and interface with existing telemetry data
solutions during transition from existing systems to the T3000 or into new
applications. For example, with the Optical Meter Reader, an electric utility
need not replace existing meters.

The
T3000 uses the SMS capability of existing PCS networks: this wireless
transmission technology eliminates any need for on-premises wiring, offers
widespread coverage and permits easy mobility. T3000 SMS transmissions will not
overload the local PCS network because they do not use the networks voice
or data channels. Since SMS is available from the local PCS operators, T3000
users need not obtain FCC licenses. Furthermore, the Companys patents
prevent potential competitors from using the Companys proprietary
technology which covers automatically collecting and transmitting telemetry data
over the Control Channel of the digital wireless networks via SMS, which gives
T3000 a competitive advantage.

The
Company will offer T3000 on the Telemetrix Technologies Network. The Company
will also enhance service for its existing paging and PCS customers and showcase
its new T3000 products and services. In conjunction with the T3000, the Company
intends to offer support services to Telemetry Users and to provide customer
service capabilities and enabling technologies for telecommunications networks.
These services include telemetry network management, billing support and system
design consulting. The Company will offer individual components or package
solutions to its customers, and enable them to add value, bundle services and
expand their businesses.

---

The
complete T3000 e-Telemetry Data SystemTM  includes:

1)
T3100 CommCenter, the local gateway for controlling, polling and activating
remote devices;

2)
T3500 and T3600 Optical Meter Readers for data acquisition;

3)
T-NOC (Network Operations Center) software and system for monitoring and
controlling the remote devices;

4)
T-Server Software (Client-NOC) for access to telemetry data.

The
T3100 CommCenter is an intelligent device. The CommCenter has 40 access ports:
20 intelligent data ports and 20 data registers (bi-directional I/O ports). The
intelligent ports can collect, store and forward data from various sources such
as utility meters, while the data registers can detect and transmit a signal
when devices, such as fire alarms, burglar alarms or temperature monitors, have
been set off. The CommCenter also can remotely control (turn-on, turn-off,
adjust) on-premises devices.

The
T3500 and T3600 Optical Meter Readers can accurately read utility meters through
the glass or plastic meter cover. Unlike other meter reading technologies, the
Telemetrix Optical Meter Reader simply adheres to the cover of the existing
meter. The Optical Meter Readers can provide the same low cost monitoring for
anything measured or monitored by a mechanical or electro-mechanical display.

The
T-NOC system and software manages and controls the entire T3000 System. All
CommCenters interface with the T-NOC, which thereby can collect all data
transmitted from the various locations and e-Telemetry DataTM sources.

The
T-Server or Client-NOC software gives T3000 customers access to the T3000
system. The software operates on an Internet based interface to the T-NOC, and
from there, to the CommCenters and Readers. The customer thus, at any time, has
access to telemetry data and real-time control. A diagram of a likely
installation and other future applications that might be added to the fully
implemented installation, is depicted below:

---

Other
Developments

On
November 29, 2000, United States Patent #6,150,955 was issued to Telemetrix. The
patent covers claims which relate to the use of the Telemetrix T3000
e-Telemetry Data SystemTMfor monitoring certain digital
packets associated with a digital communications system control channel,
identifying of certain packets and replacing of certain non-information bearing
packets with packets that contain useful data and information. Advantageously,
this system and method does not impact the capacity of the digital
communications network.

On
December 1, 2000 Telemetrix entered into a Software Original Equipment
Manufacturer (OEM) Agreement with Ericsson Messaging Systems, Inc. a
wholly owned subsidiary of L. M. Ericsson (Ericsson) whereby
Telemetrix will provide software to Ericsson on an OEM basis for Ericsson to
sell under their brand name(s). The software will be used in association with
the Telemetrix patented T3000 e-Telemetry Data SystemTM. The
agreement calls for Telemetrix to provide Ericsson with Telemetrix
e-Telemetry DataTM Software which Ericsson will deploy to
customers and PCS operators throughout North America and the world, under
Ericssons brand and labeled with the phrase Powered by
Ericsson.

---

On
December 1, 2000, Telemetrix entered into a Reseller Agreement with Ericsson,
whereby, Ericsson will resell the hardware components of Telemetrixs
patented T3000 e-Telemetry Data SystemTM. The
agreement calls for Telemetrix to provide Ericsson, for resale, all of the
hardware components of the T3000e-Telemetry Data SystemTMincluding the T3500 and T3600 Optical Readers.

Industry
And Technology Overview

PCS Networks.
Certain wireless communications networks, such as cellular telephone and PCS,
use a cellular architecture, where the service region is divided into multiple
cells. Each cell contains a Base Station (including a transmitter, receiver and
signaling equipment) which is connected to the wireless network switch and
which, in turn, is connected to the public switched telephone network. Within a
cell, the mobile units (e.g., the handset) communicate with the Base Station
using radio waves. To prevent interference, adjacent cells use different radio
frequencies. As a mobile unit moves away from the Base Station in a particular
cell, the network switch monitors the signal strength of the call and transfers
the call to a new Base Station in another cell where the signal strength is
greater. PCS licensed services use higher radio frequencies than traditional
cellular telephone, which reduces the distance PCS transmissions can travel
without significant degradation. Consequently, PCS networks require smaller
operating cells and more Base Stations than cellular telephone networks.

PCS Signaling
Standards. PCS systems generally use one of three digital signal
transmission technologies: GSM, CDMA and TDMA. Each of these signaling
standards, which are incompatible with each other, has been adopted by at least
two different PCS carriers in major U.S. markets. Each standard has distinct
advantages and disadvantages. TDMA resembles the signaling standard used by many
cellular carriers. CDMA should require fewer cell sites and offer greater
capacity, call quality and hand-off advantages. However, GSM is the leading
digital wireless technology worldwide, with systems in 110 countries serving
over 30 million subscribers. Further, major carriers like AT&T and TelCel
Mexico have recently announced plans to change over from TDMA to GSM technology.
GSM uses an open system architecture that allows carriers to purchase network
equipment from a wider variety of vendors and provides significant flexibility
for the carrier in vendor cost leveraging and provisioning of features, products
and services. The T3000 e-Telemetry Data SystemTMis currently available for use on GSM networks. The Company is also
completing development of the T3000 for CDMA and TDMA networks.

---

Wireless
Telemetry. Telemetry involves the use of remote devices for data collection
and analysis, and encompasses the following activities:

| |  | installing a measurement device at a remote location;
| | - | -----------------------------------------------------

| |  | controlling the device from a central station;
| | - | ----------------------------------------------

| |  | obtaining data with the device;
| | - | -------------------------------

| |  | transmitting the data to the central station;
| | - | ---------------------------------------------

| |  | collecting and analyzing the data; and
| | - | --------------------------------------

| |  | responding to the results of the analysis.
| | - | ------------------------------------------

Telemetry
requires measurement and transceiver devices, transmission services, central
control devices and management software. Since it offers widespread coverage and
permits mobility, wireless telecommunications can provide the transmission
component for telemetry.

Potential
Customers and Markets

The
U.S. telecommunications industry has approximately 4,830 service providers,
serving more than 96 million households and 25 million businesses (approximately
180 million access lines), and generated revenues approaching $268 billion in
1999. Telecommunications wireline services involve three principal markets: long
distance, local exchange and data products and services. Wireless communications
services include cellular telephone service, PCS, Specialized Mobile Radio
(SMR) and paging. The Company believes that service providers in
each of these market segments can benefit from these value-added carrier support
services. The T3000 system and T3100 CommCenter technology should appeal to both
wireless carriers as well as original equipment manufacturers (OEMs)
that sell their products to telecommunications carriers.

The
Data Products and Services Market. Data products and services were the
highest growth segment of the telecommunications industry in the 1990s.
According to Data Communications, data-related products and services accounted
for revenues of almost $111 billion in 1999 - a growth rate of approximately
18.8% from 1998. According to the Yankee Group, current trends suggest that data
revenues will double over the next three years and will grow five times faster
than voice revenues.

The
Wireless Services Market. The wireless communications market, which includes
cellular telephone service, PCS, Specialized Mobile Radio (SMR),
paging, and other applications, has grown dramatically in recent years. U.S.
wireless telephone service revenues grew from $5.7 billion in 1991 to $50.2
billion in 1999, and the number of subscribers increased from $7.6 million in
1991 to $86 million in 1999. The growth in wireless communications results from
lower prices for consumer equipment, more comprehensive service coverage, lower
rates and technological advances that have improved transmission quality and
reliability.

Wireless
Telemetry. Developments in computing, Internet and wireless technologies
have created an opportunity for a new business, wireless telemetry. The need for
accurate and timely data is rapidly increasing, especially with the advent of
techniques such as just-in-time inventory management. As measurement
and transceiving devices become smaller and more robust, companies will install
telemetry devices into more products. Just as the use of microprocessors
expanded well beyond computing applications, telemetry devices could become
ubiquitous. Telemetry creates demand for measurement and transceiver devices,
transmission services, control devices and management software. The Yankee Group
forecasts revenue for wireless telemetry devices to grow from $1.2 billion in
1999 to $5 billion in 2004, while revenue for wireless telemetry airtime will
grow to $1.7 billion.

---

Telemetry
is the science and technology devoted to measuring values and variables (such as
pressure, temperature, humidity, blood flow, radiation levels, or sound levels),
transmitting the results of the measurements to a distant station, and
interpreting, indicating, displaying, recording or using the information that is
obtained. The wireless telemetry market is relatively undefined and is now
emerging.

---

Targeted
Telemetry Market Segments

`Segmentation                      Telemetry Application          Benefits             Example
________________________________________________________________________________________________________________
   ALARM AND SECURITY           o  Commercial /           o  Alarm and status      o  A burglar breaks
                                   Residential Secruity      messages sent to         into a house and cuts
                                   Alarms                    alarm monitoring         the phone and power
                                o  Smoke Detectors           center                   wires
                                o  Fire Alarms            o  Security against      o  Alarm company is
                                                             compromise of            still notified of the
                                                             wireline connections     break in and
                                                                                      dispatches for police
________________________________________________________________________________________________________________
 Agricultural Irrigation, and   o  Pipeline Corrosion     o  Monitor               o  A city registers
    Environmental                  Systems                   environmental            unusually high air
                                o  Water Pump Failures,      condition                pollutions readings
                                   Levels And             o  Alarm systems for     o  A public service
                                   Contamination Air         hazardous                announcement is sent
                                   Quality Systems           environmental            out warning those
                                                             conditions               with medical
                                                                                      conditions to stays
                                                                                      in doors
________________________________________________________________________________________________________________
Asset Management, and Tracking  o  Office Equipment       o  Monitor meter         o  A delivery truck
                                o  Industrial                Information              follows a specific
                                   Machinery and          o  Service diagnosis        route to fill Coke
                                   Manufacturing             and maintenance          vending machine
                                   Processes                 Inventory management  o  Truck can be
                                o  Vending Machines       o  Fleet / route            re-routed if the
                                                             management               vending machine is
                                                                                      still full from last
                                                                                      delivery
________________________________________________________________________________________________________________`

---

`________________________________________________________________________________________________________________
   ATMOSPHERE CONTROLS          o  Heating,               o  Air quality           o  A commercial
                                   Ventilation, and Air      standards                refrigerator door in
                                   Conditioning           o  Temperature              a restaurant is left
                                o  Refrigeration,            controls for food and    open after a food
                                   Temperature and           other perishable items   delivery
                                   Humidity Controls      o  Climate control       o  An alarm is
                                                             for greenhouses and      triggered, alerting
                                                             agricultural products    people to close the
                                                                                      door to save the food
                                                                                      from spoiling
________________________________________________________________________________________________________________
        HEALTHCARE              o  Health Status          o  Patient health        o  A patient takes a
                                   Monitoring Devices        status alarms            blood test everyday
                                                          o  Mobile patient        o  Test data is sent
                                                             monitoring               to hospital where
                                                          o  Centralized              doctor can monitor
                                                             storage of patient       patient daily
                                                             information
________________________________________________________________________________________________________________
    Public and                  o  Parking Meters         o  Parking meter         o  A city is losing
    Municipal Services          o  Highway Tolls             servicing                money everyday
                                o  Streetlights           o  Service route            because parking
                                o  Railroad Crossing         management               meters are full or
                                   Switches               o  Preventive               robbed
                                                             security for          o  Meter attendants
                                                             hazardous public         are rerouted to full
                                                             situations               meters, and police
                                                                                      are dispatched to
                                                                                      tampered meters
________________________________________________________________________________________________________________
 Transportation Systems and     o  Vehicle Location       o  Inventory             o  A truck is making
         Facilities             o  Vehicle Engine            management               an urgent delivery
                                   Computers              o  Emergency                but there is a major
                                o  Container asset           communications           accident that will
                                   tracking               o  Remote                   delay the arrival
                                                                                   o  Information can
                                                                                      be sent to driver to
                                                                                      take an alternative
                                                                                      route to deliver
                                                                                      shipment on time
________________________________________________________________________________________________________________
         Utilities              o  Utility Meter          o  Reduced cost of       o  A Customer is
                                   Reading                   servicing meters         moving out of town
                                o  Oil and Gas            o  Customer account      o  Utility company
                                   Pipeline Facilities       management               can provide
                                                          o  Remote meter             up-to-the-minute
                                                             control                  billing to settle the
                                                                                      account
________________________________________________________________________________________________________________`

---

Competition

Competitors
are extremely diverse. There is no single company that dominates the wireless
telemetry market or that dominates any individual segment of the telemetry
market. Each competitor has created a niche for their business and seems to stay
within that niche. There is no competitor that can offer the universal
capabilities of the T3000 end-to-end solution, from ease of installation and use
to the complete turn-key telemetry data implementation solution.

Many
of the Companys competitors have multiple divisions and do not break out
the telemetry data and equipment sales individually on their publicly available
financial statements. However, information on various companies with much of
their revenues derived from telemetry data and equipment sales are listed below.

Telemetry
Technology Landscape

`Service Technologies         Description                     Advantages                       Weaknesses
__________________________________________________________________________________________________________________
DIGITAL CELLULAR/PCS     Currently SMS  IP             Capable,  Cost of network       Small but growing
(GSM, TDMA,CDMA)         technology; packet data       is shared,  Migrateable GSM/    footprint/Service
(TELEMETRIX              technology  will be overlaid  TDMA transceiver technology     still in deployment/
TECHNOLOGIES)            on digital cellular/PCS                                       Focus on wireless voice
                         networks in long term
__________________________________________________________________________________________________________________
PROPRIETARY WIRELESS     Networks originally built     Understanding of telemetry      Proprietary networks and
NETWORKS (CELLNET,       for utility meter reading     Business, AMR expertise         systems, Limited
ITRON)                                                 Partnerships with major         coverage, Limited
                                                       utilities companies,            message size
                                                       Alliances with system
                                                       integrators
__________________________________________________________________________________________________________________
Dedicated packet Data    Digital Packet data radio     Coverage, Good in-building      Strong urban,  weak rural
Networks (DPD)           Services designed for mobile  Penetration, Alliances with     coverage, Limited
(ARDIS, BSWD)            data and interactive paging   System Integrators, Low         deployment of
                         functions                     Latency                         technologies by service
                                                                                       providers
__________________________________________________________________________________________________________________
Cellular Digital Packet  Digital packet technology     Well-suited for short burst     Coverage dependent on
Data (CDPD) (AT&T        is an overlay on analog       transmissions, IP capable       cellular carriers
Wireless, GTE Wireless,  cellular technology                                           agreements, Strong urban
Bell Atlantic Mobile,                                                                  weak rural coverage
Ameritech)
__________________________________________________________________________________________________________________`

---

`__________________________________________________________________________________________________________________
Mobile Satellite         Services using Ku band and    Excellent coverage              Poor in-building
Services (MSS)           low earth orbit satellite                                     penetration, Expensive,
(QUALCOMM, Orbcomm and   systems to provide wide                                       Low data rate, Limited
other LEO Systems)       area blanket coverage                                         message size, Networks
                                                                                       still in deployment
__________________________________________________________________________________________________________________
Cellular Control Channel Uses overhead control         Low Latency, Low cost, IP       Coverage dependent on
Technologies (CCT)       channels of analog            Capable, Cost of network is     cellular carriers
(Cellemetry, Aeris       cellular network, and the     shared                          agreements, Limited
Microburst)              SS7 network via IS-41                                         message size
__________________________________________________________________________________________________________________
Narrowband PCS           Two-way messaging networks    Medium message size,            Networks still in
(NPCS) (Skytel,          based on ReFLEX technology    Spectral efficient Low cost,    deployment, High
Pagenet, Pagemart)                                     Excellent in-building           comparative latency
                                                       penetration, Coverage           (low data rate)
__________________________________________________________________________________________________________________`

MARKETING
& SALES

The
T3000 e-Telemetry Data SystemTM was designed and patented as a user
friendly, end-to-end solution for wireless telemetry and an inexpensive Wireless
Local Loop (WLL) device. The T3000 utilizes existing PCS infrastructure to
provide its capabilities and operates over standard, existing wireless digital
communication networks without any modification to the network being necessary.
The T3000 employs a patented method of utilizing Short Message Service for
telemetry data transmission. The T3000 also accesses the voice channel of the
PCS system to provide wireless local loop. Using existing wireless communication
infrastructure speeds deployment of telemetry services and significantly reduces
costs. The Telemetrix e-Telemetry Data SystemTM offers support
services to telemetry users and carriers, including telemetry network
management, billing support, system design, consulting and service bureau
capabilities.

The
T3000 system:

| |  | Acquires data from remote devices.
| | - | ----------------------------------

| |  | Controls, polls and activates remote devices.
| | - | ---------------------------------------------

| |  | Manages the entire wireless telemetry data system.
| | - | --------------------------------------------------

| |  | Offers real-time access to telemetry data.
| | - | ------------------------------------------

| |  | Provides Wireless Local Loop type telephony services.
| | - | -----------------------------------------------------

---

The
T3000 is in Test and Evaluation program at many Clients, and will move to the
full marketing and commercialization phase in late second quarter of 2001.
Numerous meetings are set, field trials are scheduled and convention exhibits
are booked. The T3000 e-Telemetry Data SystemTM is ready for
early scheduled deliveries in the late second quarter 2001 and product delivery
late third quarter 2001.

Through
the relationship with Ericsson, Telemetrix will use wireless operators
(carriers) with wireless knowledge, that have established relationships in their
service market and coverage area, to capitalize on market presence, wireless
brand awareness, data aggregation by the T3000 CommCenter units which will
reduce the cost per telemetry origination point. Telemetrix e-Telemetry Data
System will make the PCS operator (a) the most competitively priced
telemetry data service in their operating region, (b) provide a completed and
installed infrastructure which does not have to be maintained by the telemetry
data users, and (c) provide financial incentives for the PCS operator to
generate additional revenues through the use of SM telemetry data on their
networks, generating enhanced revenues for operators SM capability that is
currently not financially productive. The wireless operators are seen as the
leaders in communication technology, therefore, their reputation, stature and
standing will generate credibility for the delivery of new wireless telemetry
data technology, which can be delivered by any other entity in a market, at a
competitive price.

Telemetrix
Inc. is positioned to quickly gain nationwide capability and to become a
nationwide telemetry data service provider.

REGULATION

Wireless
telecommunications services are subject to significant regulation and we could
become subject to additional regulatory requirements as our services grow.
Pursuant to the Communications Act of 1934, as amended (the Communications
Act) including amendments by the Telecommunications Act of 1996, the FCC
regulates the facilities and services we use to provide, originate, or terminate
interstate or international communications. Provision of PCS and other wireless
services requires radio frequency licenses from the FCC or a contractual
arrangement with a licensee. The provision of local exchange service through
wireless local loop may be subject to state regulation. Approvals from state and
local governments may be required to utilize public rights-of-way necessary to
install and to operate networks, transmission towers, equipment, and other
facilities. Furthermore, transfers of control of certificated carriers and
assignments of regulatory authorizations often require prior approval from the
FCC and state regulatory agencies.

The
Companys telecommunications services also must comply with federal and
state common carrier regulations, including certification, notification,
registration and tariffing requirements. Although the FCC eliminated the
tariffing requirements for interstate non-dominant carriers, such carriers must
continue to file interstate tariffs until a federal court completes reviewing
such detariffing and declares that the detariffing order is lawful. When
necessary, we will file interstate tariffs with the FCC and state tariffs with
the State of Nebraska and any other states where the Company is certified to
provide wireless local exchange services. The FCC and numerous state agencies
also impose prior approval requirements on transfers of control of certificated
carriers and assignments of regulatory authorizations. States also often require
prior approvals or notifications for the issuance of stock, bonds or other forms
of indebtedness. The FCC and state regulatory agencies generally retain the
right to sanction a carrier, impose forfeitures, mandate refunds or impose other
penalties in the event of regulatory non-compliance by a carrier. There can be
no assurance that future regulatory, judicial or legislative activities will not
have a material adverse effect on the business, operating results and financial
condition of the Company or that domestic or international regulators or third
parties will not raise material issues with regard to the Companys
compliance or non-compliance with applicable laws and regulations.

---

EMPLOYEES

The
Company had 14 full-time employees on March 31, 2001. The Company employs
certain employees pursuant to offer letters, which might lead to employment
contracts. See Management. While Nebraska is an Open Shop State, no
Company employees are members of labor unions. The Company also utilizes
independent contractors and consultants.

CORPORATE HISTORY

Telemetrix
was formed through a corporate combination (Combination) between
Arnox Corporation, Telemetrix Resource Group Inc. (TRG--US) and
Tracy Corporation II d/b/a Western Total Communications (WTC). Arnox
was originally formed in 1983 to develop, manufacture, market and license fire
retardant products and technology, and Arnoxs stock was listed for trading
on the NASDAQ system. However, a 1989 bankruptcy left Arnox as an inactive shell
without material assets, liabilities or operations. WTC was formed in 1982 as a
paging company operating in western Nebraska. TRG--US was formed in 1998 after
its founders acquired the rights to an initial version of the TRACCS Software;
TRG--USs principal activity was licensing the TRACCS Software to
Telemetrix Resource Group Ltd.(TRG--Canada), which offered some
Customer Care Services in Canada; TRG--US then acquired TRG--Canada in early
1999. In a reverse takeover during the second and third quarters of
1999, the stockholders of WTC and TRG--US (Principal Stockholders)
acquired 11,500,000 Shares (approximately 90%) from Arnox in exchange for all
WTC and TRG--US stock; as a result, the Principal Stockholders acquired control
of Arnox. After the Combination, the companies changed their names to reflect
their complementary businesses:

| |  | Arnox became Telemetrix Inc. ("Telemetrix");
| | - | --------------------------------------------

| |  | TRG-US became Telemetrix Solutions Ltd. (Telemetrix Solutions; for
the collective activities of both TRG-US and TRGCanada, we use
TRG and Telemetrix Solutions 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).
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

OPERATIONS
ANALYSIS

The
Company has experienced substantial change over the past two years. During April
1999, the Company was formed through a corporate combination between Arnox
Corporation and Telemetrix Resource Group, Inc. Arnox was an inactive corporate
shell prior to the combination. In September 1999, Tracy Corporation II d/b/a/
Western Total Communication was acquired for stock. Telemetrix Resource Group,
Inc. was comprised of Telemetrix Resource Group, LTD, a Canadian corporation,
which was later renamed Telemetrix Solutions. Telemetrix Solutions offered
billing services and consulting to telephony companies. Western Total
Communications, later renamed Telemetrix Technologies, was formed in 1982 to
provide wide area paging in western Nebraska, eastern Wyoming and northeastern
Colorado. It acquired two PCS licenses (30 MHZ and 10MHZ) for Business Trading
Area 411, as defined by the Federal Communications Commission, and has
constructed the 30 MHZ licensed network. It is also certified as a competitive
local exchange carrier (CLEC) in the State of Nebraska. Telemetrix
Technologies developed the T3000 wireless telemetry system.

In
addition to the corporate formation during 1999, the Company focused on the
research and development of the T3000 system. The Company developed its own
proprietary GSM module for use in the T3000 system as well as a Subscriber Line
Interface Card module. Three major investors provided the funding for the
operations in 1999.

The
direction of the Company has shifted to focus on the commercialization of the
T3000 wireless telemetry system. During late 1999, the TRACCS software, which
was used for the billing service operations, was closely analyzed and management
believed the value of the software was impared and the value of the software was
written- off. The original value of the software prior to any amortization or
write down was $25 million. The majority of the accumulated deficit in the
Shareholders Equity is the amortization and subsequent write-down of this
software. Early in 2000, management reviewed the continued operation and the
future of the billing service bureau and concluded that the Telemetrix Solutions
business should be sold. During the second and third quarter, the Company sought
a buyer for the business and was successful in selling it in August 2000. The
sale was to Nextech Catalysts Inc., and included almost all of the assets of the
operations as well as certain liabilities. The assets and liabilities were
exchanged for a certain number of shares of Superwire.Com common stock. This has
allowed the company to reduce the monthly operating overhead, eliminate the
deficits created by this operation, focus on the core competencies of the
company and redirect management and operations efforts to commercializing
and deploying of the T3000 system.

As
stated earlier, the primary focus of the Company in 2000 has been the commercial
development and testing of the T3000 system. The Company completed manufacturing
design of the T3000 hardware and has substantially completed the software design
of the operating components. Additionally, the required PCS network
infrastructure has been installed. Several of the T3000 components, such as the
GSM module, have undergone independent testing and have received approval.
During 2000, the Company was granted two patents related to the T3000
technology. Both patents cover the equipment as well as the method of
automatically collecting and transmitting telemetry information using the Short
Message Service portion of a Personal Communications Systems (PCS)
Network and further enhance the creation of content, which may be accessed via
the Internet. These patents provide the foundation of our Technology.

---

The
Company signed several testing and evaluation agreements during 2000 with
various utility and transportation companies. The agreements are for testing of
our T3000 system under each companys specific environment, prior to a
complete commercial installation. Those companies who have signed agreements
include: The Bay Area Rapid Transit District of Oakland, CA; PSP Products Inc.,
Manassas, Virginia; Northern California Power Association of Roseville, CA; and
in January 2001, we signed an agreement with Holland Board of Public Works of
Holland, MI.

In
addition to the commercial development and testing of the T3000 system, the
Company has undertaken an extensive marketing campaign to promote our
e-Telemetry Data SystemTM, to the utility marketplace. Since our
technology is cutting edge, we have had to conduct considerable
missionary marketing to create an awareness of our products and
services. This effort will continue in 2001. As part of our marketing and
commercialization strategy we have formed an alliance with Ericsson Messaging
Systems Inc.(Ericsson) Ericsson is a leading worldwide
communications supplier providing total communications solutions from systems
and applications to wireless telephone and other communication tools. The
alliance is in the form of four separate agreements signed in 2000. The Company
also began, in 2000, discussions with a second international company to market
our products in Mexico, Central and South America.

During
2000, the Company undertook two rounds of financing to support our activities
for the year. The first was a private placement of 1,311,250 shares of common
stock, which raised $2.4 million in March 2000. The second round of financing, a
convertible debenture, raised $1.2 million occurred in September 2000.
Additionally, we have engaged H.C. Wainwright & Co., Inc. as our investment
bank and financial advisor. H.C. Wainwright & Co., Inc. is a leading,
well-respected East Coast investment banking firm, which specializes in high
tech companies. Their role will be to support our Company's aggressive growth
strategies, including raising additional capital as needed.

The
focus of the first quarter of 2001 was the continuation of the software
development for the Network Operations Center as well as the development of
documentation and tutorials for installation and maintenance of the system. We
also have spent significant resources in marketing the T3000 system. The T3000
e-Telemetry Data SystemTM will be available for commercial
distribution late in the second quarter of 2001.

The
next evolution of the T3000 system will be the enhancement with European GSM and
TDMA licensed frequencies. This will allow for a broader geographical
distribution of our system. These enhancements should be operational by year-end
2001.

Currently,
the Company is seeking additional financing. It is estimated that no more than
an additional $10 million will be required for manufacturing inventory, working
capital and to re-pay current liabilities.

---

## DESCRIPTION OF
FINANCIAL COMPONENTS

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

`Activity                       Revenue Source          Costs of Sales (excluding depreciation)

Wireless telecommunications    PCS Services            Billing;  Customer  Care;  Network  Operation and
                                                       Maintenance; Carrier settlements

Wireless Telemetry             Licensing T3000         Customer  Care and  Support;  Development  costs;
                                                       licensing fees
                               T3000 equipment sales   Manufacturing  costs;  Customer Care and Support,
                                                       licensing fees
                               T3000 software sales    Customer Care and Support; License fees
                               Data transmission       Carrier settlements; roaming fees`

## WIRELESS SERVICES

Our
wireless communications services currently consist of paging operations in
Nebraska, Wyoming and Colorado over the WTC Network. These operations (paging
services plus equipment sales, rentals and repairs) now generate approximately
$19,000 in monthly revenue. Prior to 1998, monthly revenue was higher, but WTC
concentrated on developing the T3000, which sharply curtailed marketing of the
paging operations, which in turn resulted in lower revenues. We will not expand
the paging operations but instead will integrate them into the PCS operations.
We acquired the PCS licenses in 1996, began network deployment in late 1997 and
finished network deployment in April 1999. The network has primarily been used
for the research and development of the T3000 and has not been commercially
available. We will commence commercial PCS operations late 2001.

## Operating
Expenses

As
we develop our products and services and ready them for market, the operating
expenses principally consist of research & development, pre-production,
license and general & administrative costs. When we launch products and
services, sales & marketing expenses substantially increase, while research
& development, pre-production and license costs decrease. After sales of
products and services reach regular levels, the principal operating
expenses will be research & development, sales & marketing,
manufacturing, general & administrative. Since we are still in the initial
stages of our business plan, we believe that operating expenses, particularly
for wireless telemetry and wireless telecommunications, will continue to
increase during the next year as we continue development and commercialization,
pre-production and manufacturing and expand our operations.

---

## DEVELOPMENT
AND COMMERCIALIZATION

Our
development and commercialization activities will principally focus on
completing T3000 for release in June 2001. We expect development and
commercialization will always constitute a significant operating expense because
we must continually enhance and upgrade our products and services. For example,
we must enhance T3000 to integrate other wireless technologies such as TDMA and
CDMA.

## CAPITAL
EXPENDITURES

The
most 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 of T3000 (e.g., utilities and alarm
companies).

## LICENSING

Some
of our products and services utilize intellectual property of other parties,
which generally requires us to pay license fees. Such license fees can take the
form of initial payments, continuing royalties or both types of payments. Our
current license fees include a lump sum payment to Plextek Inc. for the right to
use their GSM-PCS 1900 radio design and a recurring license to The Technology
Partnership (TTP) to use their GSM protocol software in that
embedded radio. We also must reserve funds to pay licenses on essential
patents on the GSM radio and protocols, which is a standard practice in
the industry.

## PRE-PRODUCTION

Pre-production
costs include certification by the FCC, Underwriters Laboratory, Canadian
Standards Association (CSA) and GSM standards organizations, to
prove that our T3000 device complies with electronic emissions, safety and
system interoperability standards. A principal pre-production expense are the
costs incurred to develop manufacturing processes and custom test equipment, as
well as the cost of customized manufacturing test equipment for radio
components. Pre-production costs will end when the system is commercially
available in June 2001.

## SALES &
MARKETING

Sales
& Marketing expenses include salaries and commissions for sales staff, trade
show expenses, consulting fees and advertising. Since our Companys,
products and services are innovative and relatively unknown, we must conduct
considerable missionary marketing to create awareness of our
products and services.

## MANUFACTURING

The
largest manufacturing expense will be costs associated with component purchase
guarantees to manufacturers and holding inventory on the T3000 units. Since
T3000 includes some customized components and custom circuit boards, we must
commit to large volume purchases to ensure timely delivery and to lower costs.
Large production runs avoid multiple set-up charges and therefore are more
economical, especially since third parties will manufacture the T3000 units for
us. We anticipate initially building to inventory rather than building to actual
orders, which should satisfy our shipping commitments while stabilizing the
demand on our manufacturer. We will maintain an inventory of finished products
to ensure a reliable flow of T3000 units to customers.

---

## GENERAL &
ADMINISTRATIVE

General
& administrative expenses primarily consist of salaries and related expenses
of management, support personnel, occupancy fees, professional fees, general
corporate and administrative expenses. As the size and scope of our business
grow, we may expand our corporate and administrative staff, especially
accounting and contract management.

## RESULTS OF
OPERATIONSQuarter ended March 31, 2001 compared to Quarter ended March 31, 2000

The
following discussion contains comparisons between the quarter ended March 31,
2001 (Recent Period and the quarter ended March 31, 2000
(Prior Period). The financial statements for both periods include
TRG, TSI and Telemetrix Technologies for the full period. TSI in the Prior
Period included the operations of the Billing Service Bureau, which was sold in
the third quarter 2000. The decrease in revenues and operating expenses from
Recent Period and Prior Period can be attributed to the sale of this operation.

During
the recent period, our prime focus has been the finalization of the software
development for the T3000 system, as well, making significant progress in
marketing the T3000 to the marketplace.

Revenue
totaled $57,000 during the Recent Period, compared to $181,000 during the Prior
Period. During the Recent Period, we received $57,000 from equipment sales and
rentals. We expect revenue to increase substantially over the next 12 to 18
months as we launch the T3000 system.

Operating
expenses were $838,000 during the Recent Period. These expenses are primarily
due to the amortization of goodwill resulting from the acquisition of WTC, and
the software development costs for the T3000 technology.

Costs
of Revenue was approximately $12,000 for the Recent Period. These expenses
primarily consist of the costs of the equipment sold and salaries and wages of
employees related to the sales as well as agent fees and repair parts.

Research
& Development expenses were approximately $63,000 for the Recent Period. The
primary component of this expense is the software development costs for the
T3000 system as well as some costs for pre-manufacturing development.

---

Selling,
General & Administrative expenses were $763,000 for the Recent Period. The
primary component of the SG&A expense is depreciation and amortization;
$459,000 for the Recent Period. 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
$1.3 million SG&A expenses for the Prior Period were primarily salaries and
other operating expenses related to the Service Bureau operations.

Interest
expense was $456,000 for the Recent Period. This expense represents primarily
the interest charges on the convertible debentures that occurred in 2000 as well
as interest charged on loans from related parties. The proceeds from the
convertible debentures and related party loans were used to fund the research
and development of the T3000 as well as operations. Interest expense for the
Prior Period was $139,000, also interest on loans from related parties.

Net
loss. We reported a net loss of $1.2 million for the Recent Period. The
principal components of this net loss were amortization and depreciation of
$459,000, interest expense of $456,000, research and development of $63,000 and
normal operating expenses. 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.

Accumulated
Deficit. Accumulated deficit for the recent period was $43.2 million. The
primary component of the accumulated deficit is the amortization and the
subsequent write-off of the TRACCS software. The TRACCS software was used for
the billing service bureau operation. The software value was written-off in late
1999. The total amount of amortization and write-off was $25 million.

LIQUIDITY
AND CAPITAL RESOURCES. During the Recent Period, we used $292,000 in cash for
operations, primarily for salaries, marketing expenses and other operating
expenses. During the Recent Period we generated cash flow from financing
activities of $147,000 which primarily came in the form of notes payable with
related parties. We must obtain additional financing in order to fund our
operations and would require even more financing if we fail to operate within
the planned operational budget or fail to obtain revenue from operations. No
assurance can be given that additional financing will be available or that such
funds would be available on acceptable terms or in the amounts or time periods
we require.

Funding
Requirements. In order to pay operating expenses and achieve self-sustaining
operations, we expect to require substantial funding during the next year. We
will need funds for:

## Development
and Commercialization

Development
and commercialization prior to commercial distribution will require
approximately $1,200,000. This includes documentation for training, customer
user and installation manuals, licensing fees, compliance testing (i.e., FCC,
ANSI, UL, and CE Mark), software interface development, and completion of
manufacturing design. After commercial distribution begins, $800,000 will be
required for the integration of TDMA, CDMA, the European GSM module and new
technologies.

---

## Working
Capital

Working
capital will be required to fund the operations until it reaches positive cash
flow. Working capital will be used for salaries and wages for our customer
service, network management, marketing, and administrative employees. It will
also be used for marketing expense including advertising and trade show, and
other operating expenses such as rent, office supplies, postage and professional
fees. Working capital also includes a reserve for unanticipated expenses.

## Manufacturing
Expense

The
anticipated demand for the T3000 will require the manufacturing of product for
inventory prior to sale. We estimate that an initial 5,000 units will be
required at a cost of approximately $2,000,000.

## Repay Current Liabilities

During
our start up phase, we incurred several lines of credit and slightly above
normal levels of accounts payable. The $1,000,000 will be used to partially pay
down our lines of credit and to bring the accounts payable to a normal level.

---

# 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 tables summarize all
securities that we issued during the quarter ended March 31, 2001, in
unregistered offerings:

`Deemed Per
      Date     Title of Security    Amount   Class of Purchaser       Exemption   Share Price  Proceeds
      ----     -----------------    ------   ------------------       ---------   -----------  --------
      12/28/00   Common Stock(1)    61,358   Accredited Investors     Rule 506     $2.44(2)       (3)
      -----------------------
      (1) Issued as part consideration for a bridge loan of $150,000.
      (2) The $2.44 per-share price was the closing trading price for the Common Stock on December
          28,2000.
      (3) Issued as part consideration for a bridge loan, so no cash consideration was received
          specifically for this stock.`

(d)
Not Applicable.

## Item 3.
Defaults Upon Senior Securities.

(a)
Not Applicable.

(b)
Not Applicable.

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

No
matters were submitted for a vote of Security Holders.

## Item 5.
Other Information

None.

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

(a)
Exhibits.

(b)
Reports on Form 8-K. None

---

# 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
May 10, 2001             
            
            
            
            
            
            
        By:
/s/James Doyle    
            
                
                
                
               
                
                
         
       James Doyle
                
                
                
                
               
                
                
         
       Signing for Registrant and as Chief Financial Officer

---

# INDEX TO
EXHIBITS FILED WITH THIS QUARTERLY REPORT

## Exhibit    
                
                
                
                
                
               
            
                
              
                
                
               
Exhibit Page

None

---