U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                   FORM 10-QSB
            Quarterly Report pursuant to Section 13 of the Securities
                  Exchange Act of 1934 for the quarterly period
                            ended September 30, 1999



                                 TELEMETRIX INC.
                          (formerly Arnox Corporation)

             (Exact Name of Registrant as Specified in its Charter)



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


                                 Telemetrix Inc.
                   c/o Michael L. Glaser, corporate Secretary
                          633 - 17th Street, Suite 2700
                             Denver, Colorado 80202
                                 (303) 292-1200
                 -----------------------------------------------
                (Address, including zip code, & telephone number,
                  of Registrant's principal executive offices)



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

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

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


On September 30, 1999,  Registrant had 12,887,000 issued and outstanding  common
shares (reflects the 11.5-for-one reverse stock split on March 31, 1999).


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


<PAGE>

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

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

                         PART I - FINANCIAL INFORMATION

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

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

          Consolidated Statements of Operations and Deficiency...............  4

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

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

                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.................................................. 17
Item 2.   Changes in Securities and Use of Proceeds.......................... 17
Item 3.   Defaults Upon Senior Securities.................................... 17
Item 4.   Submission of Matters to a Vote of Security Holders................ 17
Item 5.   Other Information.................................................. 17
Item 6.   Exhibits and Reports on Form 8-K................................... 17
SIGNATURES................................................................... 18


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.

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


                                       2

<PAGE>
Item 1.   Financial Statements.
<TABLE>
<CAPTION>
                                      TELEMETRIX INC.
                               (Commission File No. 0-14724)

                           CONDENSED CONSOLIDATED BALANCE SHEETS
              (Information as of September 30, 1998, and 1999, is unaudited)
                                                                                                              At September 30
                                                                                                          1999              1998
                                                                                                          ----              ----
<S>                                                                                                 <C>                <C>
                                     ASSETS
 Current assets:
    Cash .....................................................................................      $    166,000       $       --
    Accounts receivable ......................................................................         1,028,000               --
    Prepaid expenses .........................................................................             1,000               --
                                                                                                    ------------       ------------
      Total current assets ...................................................................         1,195,000               --

Investment in Wireless .......................................................................           209,000               --

Property, plant & equipment ..................................................................        14,263,000               --
FCC Licenses .................................................................................           720,000               --
Patents ......................................................................................            52,000               --
Construction in progress .....................................................................         1,180,000               --
Organizational costs .........................................................................            87,000               --
Goodwill & other intangibles .................................................................         9,424,000               --
                                                                                                    ------------       ------------
     Total other assets ......................................................................        25,726,000               --
         Total assets.........................................................................      $ 27,130,000       $       --
                                                                                                    ============       ============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities
Accounts payable & accrued ...................................................................      $  1,831,000               --
Current portion of long term debt ............................................................              --                 --
                                                                                                    ------------       ------------
Total current liabilities ....................................................................         1,831,000               --

Obligations under capital lease ..............................................................            55,000               --
Leasehold inducements ........................................................................           152,000               --
Notes payable ................................................................................           852,000               --
Due to related companies .....................................................................         5,670,000               --
                                                                                                    ------------       ------------
     Total long-term liabilities .............................................................         6,729,000               --
         Total Liabilities ...................................................................         8,560,000               --
                                                                                                    ------------       ------------

Shareholders equity (deficit):
   Common stock, $0.001 par value; 25 million shares authorized;
      12,887,000 and 320,000 shares issued and outstanding
      at September 30, 1999 and 1998, respectively ...........................................            13,000                  0
Additional paid-in capital ...................................................................        43,987,000             26,000
Retained earnings (deficit) ..................................................................       (25,430,000)           (26,000)
                                                                                                    ------------       ------------
      Total Stockholders Equity ..............................................................        18,570,000                  0
                                                                                                    ------------       ------------
Total Liabilities and Equity..................................................................      $ 27,130,000       $          0
                                                                                                    ============       ============
</TABLE>

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

                                        3


<PAGE>

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

                        CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIENCY
                (Information relating to the three month and nine month periods ended
                             September 30, 1998, and 1999, is unaudited)

                                                                           Three Months Ended                  Nine Months Ended
                                                                              September 30,                       September 30,
                                                                          1999             1998             1999              1998
                                                                          ----             ----             ----              ----
<S>                                                                 <C>              <C>                     <C>       <C>
Revenue:
   Equipment sales & rental ....................................    $      1,000     $       --        $        --     $       --
   Service income ..............................................         969,000             --          1,338,000             --
   Royalty income ..............................................            --               --               --               --
   Fees ........................................................          48,000             --            647,000             --
                                                                    ------------     ------------     ------------     ------------
       Total Revenue ...........................................       1,018,000             --          1,985,000             --
                                                                    ------------     ------------     ------------     ------------

Expenses:
   Amortization ................................................       2,139,000             --          6,413,000             --
   Customer support ............................................         136,000             --            395,000             --
   Research & development ......................................       5,081,000             --          5,393,000             --
   General & administrative ....................................         330,000            7,000        6,472,000            9,000
   Operations & implementation .................................         344,000             --            650,000             --
   Sales & marketing ...........................................          77,000             --            314,000             --
                                                                    ------------     ------------     ------------     ------------
       Total Operating Expenses ................................       8,107,000            7,000       19,637,000            9,000

Other Expense:
   Interest expense (income) ...................................          94,000             --            282,000             --
   Interest on capital leases ..................................           7,000             --              7,000             --
   Bad debts (recoveries) ......................................            --               --               --               --
   Lease expense (income) ......................................            --               --               --               --
   Other expense (income) ......................................         (91,000)            --             16,000             --
                                                                    ------------     ------------     ------------     ------------
       Total other expense (income) ............................          10,000             --            305,000             --

Net income (loss)...............................................    $ (7,099,000)    $     (7,000)    $(17,957,000)    $     (9,000)
                                                                    ============     ============     ============     ============

Deficit, beginning of period ...................................     (18,331,000)            --       $ (7,473,000)            --
                                                                    ------------     ------------     ------------     ------------

Deficit, end of period..........................................    $(25,430,000)           $----     $(25,430,000)           $----

Weighted average shares outstanding
     during period .............................................       5,214,201          320,000        8,039,800          320,000

Loss per share .................................................    $      (3.52)    $      (0.02)    $      (2.23)    $      (0.03)
                                                                    ============     ============     ============     ============
</TABLE>



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

                                        4

<PAGE>

<TABLE>
<CAPTION>

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

                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (Information relating to the nine month periods ended
                             September 30, 1998, and 1999, is unaudited)

                                                                                                             Nine Months Ended
                                                                                                               September 30,
                                                                                                         1999                1998
                                                                                                         ----                ----
<S>                                                                                                <C>                 <C>
Cash flow from operating activities
   Net loss for the period .................................................................       $(17,957,000)       $     (7,000)

   Adjustments to reconcile net cash from operations
     Expenses paid by Capston ..............................................................               --                 7,000
     Amortization of capital assets ........................................................          6,413,000                --
     Changes in assets and liabilities
       Decrease in accounts receivable .....................................................           (763,000)               --
       Increase in accounts payable ........................................................          1,245,000                --
       Decrease in other assets ............................................................               --                  --
       Increase in other liabilities .......................................................            864,000                --
                                                                                                   ------------        ------------
         Total adjustments .................................................................          7,759,000               7,000
         Net cash used in operating activities .............................................        (10,198,000)                  0
                                                                                                   ------------        ------------
Cash flow from investing activities
   Investment in subsidiaries ..............................................................             (6,000)               --
   Investment in Wireless ..................................................................           (209,000)               --
   Increase in intangibles .................................................................         (9,424,000)               --
   Increase in capital assets ..............................................................         (2,471,000)               --
                                                                                                   ------------        ------------
            Net cash used in investing activities ..........................................        (12,110,000)               --
                                                                                                   ------------        ------------
Cash flow from financing activities
   Proceeds from long-term debt ............................................................               --                  --
   Proceeds from issuance of share capital .................................................              7,000                --
   Proceeds from contributed capital .......................................................         18,966,000                --
   Advances from related companies .........................................................          3,389,000                --
   (Repayment) of long-term debt ...........................................................               --                  --
                                                                                                   ------------        ------------
            Net cash from financing activities .............................................         22,362,000                --
                                                                                                   ------------        ------------

Net increase (decrease) in cash & cash equivalents .........................................             54,000                   0
                                                                                                   ------------        ------------
Cash, beginning of period ..................................................................            112,000                   0
                                                                                                   ------------        ------------
Cash, end of period.........................................................................       $    166,000        $          0
                                                                                                   ============        ============
</TABLE>

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

                                        5

<PAGE>

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

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

1.   Description of Business

     Telemetrix  Inc. (the  "Company")  was recently  formed through a series of
     corporate combinations. On January 2, 1999, Telemetrix Resource Group, Inc.
     ("TRG"),   acquired  Telemetrix  Resource  Group  Limited,  a  Nova  Scotia
     corporation, from TRG's parent, Hartford Holding Ltd. ("Hartford") pursuant
     to a share exchange and plan of  reorganization.  On March 22, 1999,  Arnox
     Corporation (an inactive public corporation),  TRG and Tracy Corporation II
     d/b/a   Western   Total   Communications   ("WTC")   executed   a  Plan  of
     Reorganization for a "reverse-takeover" combination (the "Combination"). On
     April 5, 1999,  Arnox acquired all outstanding TRG common stock in exchange
     for 6,127,000 Arnox common shares.  Arnox's historical financial statements
     became  those of TRG.  The  Company  accounted  for this  transaction  as a
     reverse take-over with TRG as the acquirer,  since TRG's former shareholder
     received  81.5% of Arnox's  shares in this  transaction.  On September  22,
     1999,  the  Company  issued  5,372,800  shares  of  common  stock to WTC in
     exchange  for all  outstanding  WTC stock.  Through this  Combination,  the
     stockholders of WTC and TRG ("Principal  Stockholders") acquired a total of
     11,500,000 Arnox shares  (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.; and
         -        TRG became Telemetrix Solutions Inc.
     The Company  offers  wireless  telemetry and  communications  technology to
     telecommunications carriers and other businesses.

2.   Basis of Presentation of Interim Information

     Arnox (the  previous  name of the  Registrant)  was  inactive  prior to the
     acquisition  of TRG on April 5,  1999.  Arnox's  assets  were  recorded  at
     carryover  basis and no  goodwill  was  recorded  on the  transaction.  The
     accompanying unaudited consolidated financial statements,  however, include
     the activity of Telemetrix  Solutions  (formerly TRG) from January 1, 1999,
     to  September  30,  1999,   because  the  Company  accounted  for  the  TRG
     combination as a continuation  of interest.  The Company  accounted for the
     WTC  acquisition as a purchase at fair value,  these  financial  statements
     include the  activity  of WTC only from the  acquisition  date (i.e.,  from
     September 22--30, 1999).

     In Management's  opinion,  the  accompanying  unaudited  interim  financial
     statements include all normal  adjustments  necessary to present fairly the
     Company's  financial  position at September 30, 1999,  and the results from
     operations  for the three  months and the nine months ended  September  30,
     1999,  and the cash flows for the nine months  ended  September  30,  1999.
     Interim  financial  information  does not  necessarily  indicate the actual
     results for the entire year.





                                       6

<PAGE>

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

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

3.   Related Party Transactions

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

         Due to (from) Related Companies

               Mondetta Telecommunications Inc..............     (21,000)
               Web CCB Systems Inc..........................     (24,000)
               Becker Capital ..............................     150,000
               Hartford Holdings Ltd. ......................   5,649,000
               Becker Group of Companies Inc................     205,000
               Telemetrix Software Factory Inc..............    (297,000)
                                                             -----------
                                                             $ 5,670,000

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

     The  Company's  accounts   receivable  include  $665,000  owed  by  TeleHub
     Communications Corporation ("TeleHub") and its subsidiaries;  Hartford is a
     substantial TeleHub shareholder.  See "Subsequent Events" (note 6).

4.   Property, plant and equipment                                         1999
                                                                    Accumulated
                                                          Cost     Amortization
                                                          ----     ------------
         Computer Software.............................$25,000,000  $11,806,000
         Computer and billing equipment................    685,000       83,000
         Computer equipment held under capital lease...     86,000       44,000
         Furniture and equipment.......................    129,000       30,000
         Leasehold improvements........................    208,000       34,000
         Other.........................................    845,000  $   693,000
                                                        ----------  -----------
                                                       $26,953,000  $12,690,000

         Net book value.............................................$14,263,000
                                                                    ===========


                                       7
<PAGE>

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

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

5.    Leasehold Inducement

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

               Leasehold inducement..............................   $  163,600
               Accumulated amortization..........................       11,600
                                                                      --------
                                                                    $  152,000

6.   Subsequent Events

     On October 27, 1999, TeleHub Network Services Corporation ("TNS", TeleHub's
     subsidiary)  petitioned  for  reorganization  under  Chapter 11 of the U.S.
     Bankruptcy Code. At that time, TNS owed the Company approximately  $606,000
     for billing and consulting services. Given the preliminary stage of the TNS
     bankruptcy  case,  the Company  cannot yet  classify any portion of the TNS
     debt as uncollectible.  TNS's unsecured  creditors,  including the Company,
     probably  will  not  receive  any  payment  of  amounts  owed by TNS  until
     completion of the TNS bankruptcy case.

      The TNS  bankruptcy  case does not affect the  remaining  $59,000  owed by
      TeleHub and other TeleHub  subsidiaries.  The Company  received an $11,000
      payment after September 30, 1999.












                                       8
<PAGE>

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

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

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

OVERVIEW. We offer wireless telemetry and communications technologies. 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  ("Telemetry
Users")  applications  include electric  utilities,  alarm companies and vending
machine operations. Telecommunications carriers, such as Personal Communications
Services ("PCS") carriers and Competitive Local Exchange Carriers ("CLECs"), can
use our technology to provide  transmission  services for Telemetry Users.  With
widespread  coverage  and  easy  mobility,   wireless   telecommunications   are
especially suitable for telemetry applications. Wireless telemetry thus presents
a new and potentially significant market for wireless carriers.

     We designed and patented the T3000 system (formerly called  "DATATRAK") for
wireless telemetry, which can:
     -- acquire data from remote devices;
     -- control, poll and activate the remote devices;
     -- manage the entire wireless telemetry system;
     -- offer realtime access to telemetry data; and
     -- provide a Wireless Local Loop.

T3000 utilizes existing PCS  infrastructure to provide these  capabilities.  For
example, T3000 employs the Short Message Channel for data transmission and voice
channel for wireless local loop. Using existing infrastructure speeds deployment
of telemetry  services and significantly  reduces costs. In conjunction with the
T3000, we intend to offer support services to Telemetry Users and carriers; such
services  include  billing  support,  system design  consulting,  service bureau
capabilities and software  development.  We will offer individual  components or
package  solutions  to our  customers,  and  enable  them to add  value,  bundle
services and expand their businesses.

     We entered the telecommunications  industry through a corporate combination
("Combination")  between Arnox  Corporation,  Telemetrix  Resource  Group,  Inc.
("TRG", now renamed Telemetrix  Solutions,  Inc.) and Tracy II Corporation d/b/a
Western Total Communications ("WTC"). Before the Combination (when the companies
operated separately),  the only significant business activity was the WTC paging
operations.  Otherwise,  Arnox was inactive, WTC was inventing T3000 and TRG was


                                       9

<PAGE>

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


just  commencing  operations.  At this early stage for the  various  businesses,
these  constituent  companies  spent over $30  million to acquire  products  and
equipment (billing support Software,  the T3000 technology and PCS Licenses) and
then to refine and ready those products for sale.  Funding for these development
activities was provided by the Company's  principal  stockholders  through loans
($5.4 million) and equity  contributions  ($25.5  million).  As TRG launched its
services,  it incurred  additional costs to set up corporate  infrastructure and
hire operations staff.  Since our Company,  products and services are innovative
and  relatively  unknown,  we are  conducting  "missionary"  marketing to create
awareness of our products and services.  TRG has commenced  regular  operations,
but WTC's  wireless  telemetry  products  and wireless  communications  services
require further development.

     TRG acquired  its TRACCS  software in April 1998 and the Intro CCB software
in June 1998, and completed development of that software (collectively, "Billing
Software")  in third  quarter  1998.  TRG began  Service  Bureau  customer  care
operations  (where TRG performs customer  management  services for long distance
carrier  customers) in late 1998.  During 1998, TRG obtained four Service Bureau
customers  and billed them  $18,000.  During the first nine months of 1999,  TRG
obtained  five new Service  Bureau  customers and billed all clients $ 1,337,000
for Service Bureau  operations.  To accommodate this increased  business,  TRG's
staff expanded from six to thirty five employees.

     For Service  Bureau  activities,  we expect to charge a fee of 3%-5% of the
customer's   annual   revenue,   lower   than  the   customary   4%-6%  fee  for
telecommunications  billing  services.  Although we actively  market the Service
Bureau to  numerous  carriers,  especially  those with  annual  sales under $100
million,   we  estimate  that   transactions   with   affiliates  will  generate
approximately 25% of 1999 revenue from billing and customer care services. As we
expand our customer base, revenue from affiliates should decline to 10% of total
revenue from  billing and customer  care  services in following  years.

     TeleHub  Communications  Corporation  ("TeleHub"),   an  affiliate  of  our
principal  shareholder (See Certain  Relationships and Affiliated  Transactions)
hired us to help them design their  billing and customer  care  systems;  during
1998 and  1999,  we  billed  TeleHub  approximately  $1.3  million.  We also had
executed a letter of intent to license TRACCS to TeleHub for approximately  $2.5
million and received a $250,000 deposit for the site license; however, in August
1999, TeleHub decided not to acquire the TRACCS license. We applied the $250,000
deposit  against  billing  services  that we rendered to TeleHub;  those billing
services  would have been included in the site  license.  On October 27, 1999, a
TeleHub subsidiary petitioned for reorganization under the U.S. Bankruptcy Code.
At that time,  the  subsidiary  owed us  approximately  $606,000 for billing and
consulting  services.  Given the preliminary nature of this bankruptcy case, the
Company  cannot yet classify any portion of the $606,000 debt as  uncollectible.
Until  completion  of this  bankruptcy  case, we will not receive any payment of
this amount. The bankruptcy case, however, does not affect the remaining $59,000
owed by TeleHub and its other subsidiaries.

     Our wireless communications services currently consist of paging operations
in Nebraska and Wyoming.  Our wireless  communications  network ("WTC  Network")
includes two separate  wireless  communication  networks and the total  coverage
area  encompasses  portions  of  western  Nebraska,   southeastern  Wyoming  and
northeastern  Colorado.  These operations (paging services plus equipment sales,
rentals and  repairs)  now  generate  $30,000  monthly  revenue.  Prior to 1997,
monthly  revenue  was  approximately   $40,000,  but  WTC  has  concentrated  on
developing T3000,  which sharply curtailed  marketing of the paging  operations,
which in turn resulted in lower revenue.  Also, the increasing  availability  of


                                       10


<PAGE>

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


cellular service has affected the paging industry. 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.  Testing is underway,  and we hope to commence
commercial PCS operations in late 1999.

     We  recently  executed  a letter of intent  with  Microcell  Connexions  (a
Canadian PCS  licensee),  where we will construct and operate a PCS network (the
"Canadian Network") in Manitoba and Saskatchewan using Microcell's PCS licenses.
We believe the deployment of our PCS services in Manitoba and Saskatchewan  will
open this market to our T3000  system and  provide  another  "showcase"  for our
wireless products and services. The relationship with Microcell and our existing
regional  contacts should enhance our marketing  efforts in those areas. We also
are negotiating to use Microcell's networks to offer T3000-based services in the
10 largest Canadian cities.

     In August  1999,  we signed a letter  of  intent to deploy  T3000  over the
southwest   Colorado  wireless  network  being  installed  by  that  Tri-Corners
Telecommunications.  Tri-Corners is owned by a consortium of electric utilities,
who  serve  approximately  45,000  customers  in the Four  Corners  region  (the
intersection of Colorado, New Mexico, Arizona and Utah).  Tri-Corners intends to
introduce its wireless services in December 1999 and local telephone services by
March 2000.

     Telemetrix's principal focus is getting T3000 into production. We are still
beta-testing  T3000 in western  Nebraska,  and  integrating the devices with the
controlling  software.  We also are  modifying  the product to integrate the PCS
radio  into the  system  as a  module  and to  introduce  the  "Subscriber  Line
Interface"  for  interconnecting  the PCS  radio  with the  household  telephony
wiring.  The  prototypes  for the current  beta-testing  use  off-the-shelf  PCS
handsets and  manually-produced  customized  connecting cables. After completing
testing  and  software  integration,   we  must  obtain  FCC  certification  and
demonstrate compliance with the various technical standards (e.g., GSM). Then we
must  develop  the  manufacturing  process  and obtain  components;  constraints
imposed by the manufacturing  process and availability of components may require
further modification of T3000. We hope to obtain FCC & GSM certification in late
1999,  build  initial  production  units in December  1999 and  commence  volume
production of T3000 units in March 1999.  This schedule  depends upon successful
completion of testing and obtaining the necessary manufacturing contracts.






                                       11

<PAGE>


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


DESCRIPTION OF FINANCIAL COMPONENTS

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

Activity               Revenue Source    Costs of Sales (excluding depreciation)
--------               --------------    --------------------------------------
Service Bureau         Service Bureau    Compensation for Service
                                         Representatives & fulfillment charges.

Wireless
   telecommunications  PCS Services      Carrier settlements

Wireless Telemetry     Licensing T3000   Manufacturing costs; license fees
                       T3000 equipment
                          sales          Manufacturing costs; license fees

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,  then 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  research & development,  pre-production  manufacturing
and expands our operations.

     Research  &  Development.   Our  research  &  development  activities  will
     principally  focus on completing T3000 for release in March 2000. We expect
     research &  development  always will  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.

     Capital   Expenditures.   The  Service  Bureau  has  volume-based   capital
     requirements  and as this business grows the Company will have to invest in
     larger  computers and more service  representatives  to support the growth.
     The most  significant  capital  expenditure  will be deploying the Canadian
     Network.  Construction  of this  network will  require  approximately  $8.9
     million for PCS equipment  including  $3.5 million for acquiring  sites for
     antenna  and base  stations  and  construction.  We  intend  to use  vendor
     financing  for 75% of the  equipment  costs.  We expect  to build  only the
     access  component of the network and while  subcontractors  will  construct
     other components of this network.

     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  production  equipment (such as injection molds for the exterior
     casing).



                                       12

<PAGE>


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


     Sales  &  Marketing.  Sales  &  Marketing  expenses  include  salaries  and
     commissions  for sales  staff,  trade show  expenses,  consulting  fees and
     advertising.  Since our Company,  products and services are  innovative and
     relatively unknown, we must conduct considerable  "missionary" marketing to
     create  awareness of our products and  services.  Similarly,  we will incur
     high  initial   marketing   expenses  when  addressing  new  categories  of
     customers;  for example,  when we expand the Billing Software target market
     from smaller carriers to LECs and utility  companies.  Such missionary work
     will entail  significant  initial  marketing costs. We anticipate low sales
     volumes for 6-12 months before our  "missionary"  work takes root and sales
     reach "regular" levels.

     Manufacturing. The largest manufacturing expense will be carrying inventory
     on the T3000 units. Since T3000 will include customized components (such as
     Integrated  Circuits),  we must commit to large volume  purchases to ensure
     timely delivery and to lower costs. In a similar manner,  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  building to inventory  rather than  building to actual  orders,
     which should satisfy our shipping  commitments while stabilizing the demand
     on our  manufacturer.  We also  will  maintain  an  inventory  of  finished
     products to ensure a reliable flow of T3000 units to their customer.

     Licensing. Our products and services utilize intellectual property of other
     parties, which generally requires license fees for using those intellectual
     properties.  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 PCS
     radio  base-design  and a recurring  license to The Technology  Partnership
     ("TTP") for the use of their GSM protocol  software in the 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. The
     Billing & Customer Care operations use several AS/400 computers and smaller
     PC-based computing systems which will require periodic maintenance fees and
     upgrade license fees.

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

Depreciation and Amortization.  These non-cash expenses include  depreciation of
tangible property, networks and equipment plus amortization of intangible assets
(such as FCC Licenses,  patents and Billing  Software) and goodwill.  The single
largest component being amortized is the TRACCS Billing Software,  which will be
fully amortized over three years.

Interest  Expense.  Interest expense includes  interest paid incurred from debt,
imputed  interest  from  capital  leases and other  obligations.  Our  principal
interest   expense   results  from  amounts  we  borrowed   from  our  principal
shareholder, which incur interest at the U.S. prime rate.



                                       13
<PAGE>


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



RESULTS OF OPERATIONS

Nine months ended  September 30, 1999,  compared to nine months ended  September
30, 1998

     We  acquired  TRG on April 5,  1999;  prior  to that  acquisition,  we were
inactive.  This discussion and the unaudited  Consolidated  Financial Statements
include the  activity of  Telemetrix  Solutions  (formerly  TRG) from January 1,
1999,  to  September  30,  1999,  because  the  Company  accounted  for  the TRG
combination as a continuation of interest.  Since the Company  accounted for the
WTC acquisition as a purchase,  these financial  statements include the activity
of WTC only from the  acquisition  date (i.e.,  from  September  22--30,  1999).
During the nine months  ended  September  30, 1999  ("Recent  Period") TRG began
marketing  and  started  providing   services  and  products  to  their  initial
customers.  The operating results for this period reflect the early stage of our
business and our  significant  research and  development  activities.  Arnox was
inactive during the nine months ended September 30, 1998 ("Prior Period").

     Revenue  totaled $2.0 million  during the Recent  Period,  compared to none
during the Prior  Period.  During the Recent  Period,  we  received  $1,000 from
equipment sales and rentals, $1.338 million from the nine clients of the service
bureau and $647,000 from fees for  implementation  and consulting.  This revenue
includes   transactions   with  TeleHub,   an   affiliate,   which  were  billed
approximately  $1.3  million  for  software   consulting  services  and  billing
services.  During the Prior Period,  there was no revenue.  We expect revenue to
increase  substantially  over  the  next  12 to 18  months  as TRG  obtains  new
customers and we launch the T3000 system.

     Operating expenses  (excluding  amortization) were $13.2 million during the
Recent Period.  These expenses are primarily due to salary and consulting  costs
incurred to build the infrastructure needed to support our growing client base.

              Research & Development  expenses were  approximately  $5.4 million
     for the Recent  Period.  The primary  component of this expense is the $4.5
     million we wrote off for In-process  Research & Development paid for on the
     acquisition of WTC assets.  Salaries and consulting costs also increased to
     service  and  support  the  growing  client  base.  Research &  development
     expenses  will  increase  until  second  quarter of 2000,  principally  for
     developing WTC's T3000 technology.

              Pre-Production expenses were not incurred during the Recent Period
     or Prior  Period.  We expect to incur  pre-production  expenses  during the
     fourth  quarter as we start to build T3000  units;  these  expenses  should
     increase in first quarter 2000 as we commence volume production.

              Licensing  expenses were not material  during the Recent Period or
     Prior Period.  We will start incurring  licensing  expenses when production
     and sale of T3000 units commences.

              Manufacturing  expenses were not incurred during the Recent Period
     or the nine  months  ended  September  30,  1999.  We will start  incurring
     manufacturing expenses for WTC's products in the fourth quarter of 1999.




                                       14
<PAGE>


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



              Sales & Marketing  expenses were  $314,000 for the Recent  Period.
     Increased salary and promotional expenses were incurred to create awareness
     of our products and to build our client base.

              General & Administrative expenses were $7.5 million for the Recent
     Period.  This is  primarily  due to the costs  incurred  for the  corporate
     restructuring and from salary costs for building the finance and accounting
     infrastructure needed to support a growing business.

     Depreciation  and  Amortization  expense  were $6.4  million for the Recent
Period. This expense represents amortization for the TRACCS billing software.

     Interest  expense  was  $289,000  for  the  Recent  Period.   This  expense
represents  primarily the interest  charges on related party loans,  principally
the loan from Hartford Holding Ltd.

     Net loss.  We reported a net loss of $17.9  million for the Recent  Period.
The  principal  component of this net loss was the  significant  depreciation  &
amortization  expense  for the  TRACCS  software,  the  amounts we wrote off for
In-process  Research & Development paid for in acquisition of WTC assets and the
costs  incurred for the corporate  restructuring.  We did not record any benefit
for income  taxes due to the  uncertainty  surrounding  the  realization  of the
favorable  tax  attributes  in future tax  returns.  Accordingly,  we recorded a
valuation allowance against its total net deferred tax assets.

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

     Research and  Development  projects  include  completing  the T3000 system,
particularly a tightly coupled billing  solution for the utility markets and the
integration of other PCS radio  technologies to expand the potential markets for
the T3000 product.  We estimate that our research and development  activity over
the next two years will require $7 million.

     Working  Capital.  As demand for the T3000 product grows,  we must build an
inventory of  equipment to allow for load  balancing  the  manufacturing  demand
while  maintaining a short delivery period.  This inventory will also serve as a
supply of spare units to cover immediate shipment for warranty purposes.

     Manufacturing capacity. Projected demand growth of T3000 units will require
the addition of addition manufacturing capacity. This includes expending capital
on additional  test stations with  sophisticated  telephony and radio test gear.
Developing  manufacturing  capacity  sufficient  to meet our  estimated  maximum
demand  during  the next two years will  require  $2 million in test  equipment,
custom jigs and molds.




                                       15
<PAGE>


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



PCS  Infrastructure  and Network Operation  Center.  Capital will be required to
deploy the Winnipeg PCS  infrastructure and to equip 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 end-users of
the T3000 Applications (Utility companies,  alarm companies,  etc.). We estimate
that  deployment of the Winnipeg PCS network and T--NOC will require $8 million;
we hope to  obtain  vendor  financing  for  much  of the  equipment  used in the
Canadian network and are exploring potential outsourcing for the T--NOC.

LIQUIDITY AND CAPITAL RESOURCES

     TRG's  principal  stockholders  have financed our activities  through loans
(approximately  $5.7  million) and equity  contributions  ($25.5  million).  The
Service  Bureau  operations  have also provided some funding for  operations and
development.

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

YEAR 2000 READINESS

The term "Year 2000 Issue"  generally  describes the various problems that might
result  from  improper  processing  of  dates  and  date-sensitive  calculations
involving dates in the Year 2000 and beyond.  The "Year 2000 Issue" results from
computer  programs  using  two  digits  rather  than four  digits to define  the
applicable  year,  so that all dates are  interpreted  as being between 1900 and
1999.  Computers  and other  equipment  using  such  programs  will  incorrectly
interpret dates after the year 1999. Such  misinterpretation  might cause system
failures  or  miscalculations  and  thereby  disrupt  operations,  for  example,
temporary inability to process  transactions,  to send invoices, or to engage in
other normal business  activities.  Year 2000 issues could affect us through the
Year 2000  incompatibility  of our own computer systems and equipment as well as
the Year 2000  incompatibility of third parties,  such as vendors,  suppliers or
customers.

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





                                       16
<PAGE>


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

                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

          There are no pending legal proceedings against Registrant.


Item 2.   Changes in Securities and Use of Proceeds.

          (a)  Not Applicable.

          (b)  Not Applicable.

          (c)  Issuance of  Unregistered  Securities.  On  September  22,  1999,
               Registrant  issued  5,372,800  shares of its common  stock as the
               consideration  for its acquisition of Tracy II Corporation  d/b/a
               Western Total  Communications,  a Nebraska  corporation  ("WTC").
               These  securities  were issued to WTC's three  shareholders  in a
               private  transaction  exempt  from  Securities  Act  registration
               pursuant to Securities  Act section 4(2).  This  transaction  was
               described in  Registrant's  Current  Report on SEC Form 8-K filed
               October 7, 1999.

          (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. (27) Financial Data Schedules.

          (b)  Reports on Form 8-K.  During the three months ended September 30,
               1999,  Registrant  did not file any  Current  Reports on SEC Form
               8-K.

               However, on October 7, 1999, Registrant filed a Current Report on
               SEC Form 8-K that reported the September 22, 1999,  completion of
               its WTC acquisition.



                                       17
<PAGE>


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


                                   SIGNATURES

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

                                      TELEMETRIX INC., a Delaware corporation

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

























                                       18