Mail Stop 3720

March 28, 2006

Mr. William W. Becker
Chairman and Chief Executive Officer
Telemetrix, Inc.
7105 LaVista Place
Suite 100
Longmont, CO 80503


Re:	Telemetrix, Inc.
	Preliminary Proxy Statement on Schedule 14A
      Filed February 27, 2006
	File No. 0-14724

Dear Mr. Becker:

      We have reviewed your filing and have the following
comments.
We have limited our review to your compliance with the
requirements
of Schedule 14A and the other matters discussed below.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Feel free to call us at the telephone numbers listed at the end of
this letter.

General
1. For each proposal, provide the disclosure required by Item 5 of
Schedule 14A regarding interests of certain persons in any matters
to
be acted upon at the meeting.
2. For each proposal, disclose the impact on the company and
shareholders if the proposal is not approved or ratified.
3. We note that Section 3.3 of the settlement agreement states
that
"[t]he parties agree to work together in good faith to effect the
above [Telemetrix share] structure as soon as possible."  For each
proposal, disclose the extent to which your officers, directors
and
other shareholders have agreed to vote in favor of each proposal.

Record Date; Voting Rights
4. Disclose the number and percentage of shares that will not be
entitled to vote on the approval of the settlement agreement.
Specifically discuss how this determination will impact the quorum
requirements and the number of shares required to approve the
settlement agreement.  Also provide this information in the
discussion of the proposal to approve the settlement agreement.

Security Ownership of Management and Certain Beneficial Owners
5. As indicated in the first paragraph, please provide the
beneficial
ownership amount for all directors and executive officers "as a
group."
6. Please revise the table to conform to the tabular requirements
of
Item 403 of Regulation S-B.  In doing so, please discuss each
voting
class separately and clarify in footnotes whether the beneficial
ownership amounts include shares to be received in the settlement.
See Item 6 of Schedule 14A.

Proposal One

Board of Directors, Committees, and Attendance at Meetings
7. Discuss the provisions of the settlement agreement that relate
to
the nomination and election of directors.  Disclose which
directors
have been nominated under the provisions of the settlement
agreement.
8. Please clarify the biographies of your directors and nominees.
For example, disclose what positions Mr. William Becker has held
with
Telemetrix and the time periods that he served in those positions.
Briefly disclose the nature of the business conducted by Hartford
Holdings Ltd.  Disclose his term of office as a director.  As
another
example, clarify whether Mr. Gary Brown is both Secretary and
Treasurer.
9. We note that you will "consider" creation of committees in 2006
that will include an audit committee and a compensation committee.
Please explain "consider."  Please also specifically address the
disclosure requirements of Item 7(d)(1)and (2) and Item 7(h) of
Schedule 14A.

Proposal Three
10. Revise your proxy card so that shareholders are given the
right
to vote separately on the proposed increase in the number of
authorized shares of common stock and the proposed increase in the
number of authorized shares of preferred stock.  Also revise your
disclosure in the proxy statement to discuss each proposal
separately.  Rules 14a-4(a)(3) and (b)(1) require that the form of
proxy provide for a separate vote on each matter presented.  See
Section II.H of SEC Release No. 34-31326.
11. You indicate that the increase in authorized shares is
necessary
to effectuate your business objectives and to implement the
settlement agreement.  You should discuss in reasonable detail any
plans or proposals to use the newly authorized shares.  In this
regard, please explain what your business objectives are and the
reason the increases in authorized common stock and preferred
stock
are necessary to effectuate them.  Similarly, explain in detail
how
the increases in authorized common and preferred stock will allow
for
the implementation of the settlement agreement.  See Item 11 of
Regulation 14A.
12. In the proposals to increase the number of authorized shares
of
common stock and preferred stock, disclose the number of issued
shares, the number of authorized but unissued shares that are
reserved for specific purposes and the number of authorized but
unreserved shares as of the most recent date.  Compare those
amounts
with the number of authorized, reserved and authorized but
unreserved
shares that would exist if each proposal passes.  Disclose that,
if
the increase in authorized shares is approved, the board of
directors
may issue the additional authorized shares without any further
shareholder approval.
13. See SEC Release 34-15230 and expand your disclosure to discuss
the potential anti-takeover effects of having a substantial number
of
authorized and unreserved shares.   State that the additional
shares
could be used by management to resist a takeover effort.

Proposal Four
14. Discuss why you are seeking shareholder approval of the
November
30, 2004 settlement agreement and why you are seeking approval
over
one year after you entered into the settlement agreement.  For
example, disclose whether you are seeking approval from
disinterested
shareholders to prevent the settlement agreement from being voided
under Delaware law.  We note your disclosure in note 10 to your
unaudited financial statements in your Form 10-QSB for the quarter
ended September 30, 2005 regarding the application of provisions
of
the Delaware Corporation Law to the settlement agreement.
15. We also note the following disclosure in note 10 to the
unaudited
financial statements in your September 30, 2005 Form 10-QSB:

"Despite the filing of a December 21, 2004, Form 8-K related to
this
litigation, the Company has never disclosed the specific terms of
the
Settlement Agreement, including the relationships among the
parties
to the Settlement Agreement, whether and how the terms of the
Settlement Agreement will be fulfilled and the existence and
substance of potential violations of Delaware law and the
Company`s
bylaws as a result of the terms contained in the Settlement
Agreement."

Please discuss these matters here in your proxy statement.
16. Please identify your "majority Shareholders."
17. Please provide the background of, and elaborate on, the facts
surrounding each complaint, of which there appear to be at least
two.
Please clarify whether the complaints were consolidated, and if
so,
the reasons why.  If they were not consolidated, explain why you
entered into a joint settlement.
18. Pursuant to the settlement agreement, we note that certain
shareholders have the right to nominate directors so long as they
hold a certain percentage of shares.  Please disclose how
ownership
levels will be determined.  In addition, identify which directors
are
being nominated pursuant to the settlement agreement.
19. You indicate that the settlement agreement states the Becker
Entities and the Nyssen Group shall be entitled to appoint one
director for so long as they hold in excess of 50% of your common
stock and at least 25% of your common stock.  We do not understand
this disclosure.  Moreover, it does not appear to reconcile with
section 1.2 of the settlement agreement.  Please revise the
disclosure or tell us in your response why a revision is not
necessary.
20. Please disclose how the parties arrived at the various
conversion
prices for the debts owed to certain shareholders.
21. Section 1.3 of the settlement agreement addresses back rent
owed
to Mr. Tracy.  Please disclose this arrangement.
22. Please describe how you intend to inform shareholders whether
you
have obtained FCC approval and the date you expect this
determination
to be made.  Disclose what will happen if you do not receive FCC
approval.
23. We note your statement that "the parties agreed in the
Settlement
Agreement to undertake the following actions subject to Delaware
law,
including approval of Shareholders, and approval of the SEC."
Please
remove your reference to approval by the SEC.  Please note that
the
SEC would not approve any of the actions listed, nor does the SEC
approve proxy statements.  Registrants are responsible for
complying
with the federal securities laws.

24. You state that the majority Shareholders who signed the
settlement agreement believe that the agreement is "fair to all
Shareholders and is in the interest of the Company and all of its
Shareholders."  Disclose why they determined it was in the
"interest"
of the company and shareholders rather than in the "best interest"
of
the company and shareholders.  You also indicate that the
alternative
to the settlement agreement was bankruptcy.  Please substantiate
this
position.
25. Please discuss the part of Section 4.1 of the settlement
agreement that states that "[t]he parties also agree to
investigate a
customer relationship or merger with Skypatrol and recommend that
the
board does so too."  Discuss Skypatrol and disclose whether it is
affiliated with your officers, directors, five percent beneficial
shareholders or the parties to the agreement.  Disclose whether
you
have any current plans or arrangements to enter into a merger
agreement with Skypatrol and whether you intend to use any of the
newly authorized common or preferred stock for such a merger.
26. In the last paragraph, you state that the board has decided
not
to make a recommendation on proposal four.  In the preceding
paragraph, you state that Messrs. Becker and Brown, the sole
members
of your board, both believe the settlement agreement is fair to
all
shareholders and in the best interest of the company.  Disclose
why
the board members have determined that the agreement is fair and
in
the best interest of the company but have decided not to make a
recommendation on the proposal.
27. Furthermore, describe in detail why Messrs. Becker and Brown
believe that the settlement agreement is fair to all shareholders
and
in the best interest of the company.
28. The statement on the proxy card that the board of directors
"recommends a vote for all nominees listed in Item 1, for the
proposals listed in Items 2, 3, 4, 5 and 6" is inconsistent with
your
statement here that the board has decided not to make a
recommendation on proposal four.  Please revise your disclosure
and
proxy card so that they are consistent.

Proposal Five
29. Please elaborate on the material terms of the stock option
plan
and provide the disclosure set forth in Item 10 to Schedule 14A.
Proposal Six
30. We note that you are seeking ratification of all board actions
from April 1999 to date.  Please discuss in detail each board
action
that you are asking shareholders to approve so that shareholders
may
make an informed decision on whether to ratify all board actions.
Identify actions that may have violated state or federal law.  In
this regard, we note your disclosure in note 10 to your unaudited
financial statements in your Form 10-QSB for the quarter ended
September 30, 2005.
31. Discuss in detail why you are asking shareholders to ratify
all
board actions taken from April 1999 to date and why the board
believes that shareholder ratification is in the best interest of
shareholders.
32. Discuss the benefits to your directors who have served on your
board from April 1999 to date if their actions are ratified by
shareholders.  Discuss the potential detriments to shareholders if
they ratify all board actions taken during this time.  For
example,
discuss whether shareholders will be giving up any rights or
causes
of action under state or federal laws.  As another example,
discuss
whether the company and its directors can raise shareholder
ratification of board actions as a defense in proceedings against
them.  These are just examples.

Informational

Executive Compensation
33. We are unable to locate the tabular disclosure required by
Item
402 of Regulation S-B.  Please provide a compensation table.  We
also
note that options were granted to Mr. Becker.  Please include
these
options, and any other grants, in the appropriate compensation
table(s).  See Item 8 of Schedule 14A.  See also Item 402(b), (c),
(d) and (e) of Regulation S-B.

Security Ownership of Management and Officers
34. We note the table of common shares currently outstanding and
to
be issued.  Please ensure that beneficial ownership determinations
are made in accordance with Item 403 of Regulation S-B, with
particular emphasis on any "group" determinations.  Revise the
table
on page 5 as necessary.  Please also disclose the natural
person(s)
with voting and/or investment control for each shareholder listed
in
the table.  Furthermore, in an effort to eliminate redundant
disclosure, and as appropriate, please consider consolidating the
information in this section with the beneficial ownership table on
page 5.

Telemetrix Inc. Summary of Common Shares Currently Outstanding...
35. Please move this table under the proposal to increase the
number
of authorized shares of common stock.  In addition, please
identify
the groups or natural people who control the entities so that it
is
clear what percentage beneficial ownership and control particular
people or groups will have over the company if the proposal is
approved.  Provide a descriptive cross-reference to this table
under
the proposal to approve the settlement agreement.

Certain Relationships and Related Transactions
36. Please provide the full disclosure required by Item 404 of
Regulation S-K since the beginning of the last fiscal year.  By
way
of illustration only, we note the existence of related party
notes.
See Item 7 of Schedule 14A.

Attachment 2
37. Please provide the updated financial information required by
Item
13 to Schedule 14A.  In this regard, we note that the Form 10-KSB
you
are providing with the proxy statement is for the year ended
December
31, 2004.  See also Rule 14a-3(b) of Regulation 14A and
Instruction F
to Schedule 14A.

Closing Statements

        Please respond to these comments by filing a revised
preliminary proxy statement as appropriate.  When you respond,
please
furnish a cover letter that keys your responses to our comments.
If
you believe that compliance with our comments is not appropriate,
please provide the basis for your view in your response letter,
which
you should file electronically on EDGAR under the tag "CORRESP."
Please also note the location of any material changes made in the
materials for reasons other than in response to specific staff
comments.  Also, note the requirements of Rule 14a-6(h) of
Regulation
14A and Rule 310 of Regulation S-T.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please contact, William Bennett, Staff Attorney, at (202)
551-
3389, or Kathleen Krebs, Special Counsel, at (202) 551-3810, or me
at
(202) 551-3810 with any questions.



								Sincerely,



								Michele M. Anderson
								Legal Branch Chief



cc:	Michael Glaser
	(720) 228-2285


Mr. William W. Becker
Telemetrix, Inc.
March 28, 2006
P. 1