-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KcbPdYtd8WHWEbE7d7tOM75hmZTKhcer1M7zWu42Vrzz86AQBCspOVZlJbsWCXer qPl+N6z5qqP3wpvoInQieA== 0000311927-99-000011.txt : 19990816 0000311927-99-000011.hdr.sgml : 19990816 ACCESSION NUMBER: 0000311927-99-000011 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990514 DATE AS OF CHANGE: 19990813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEMETRIX INC CENTRAL INDEX KEY: 0000742814 STANDARD INDUSTRIAL CLASSIFICATION: 2400 IRS NUMBER: 593453156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-14724 FILM NUMBER: 99687060 BUSINESS ADDRESS: STREET 1: 1612 N. OSCEOLA AVE CITY: CLEARWATER STATE: FL ZIP: 33755 BUSINESS PHONE: 3033837610 MAIL ADDRESS: STREET 1: 1612 N. OSCEOLA AVENUE CITY: CLEARWATER STATE: FL ZIP: 33755 FORMER COMPANY: FORMER CONFORMED NAME: ARNOX CORP DATE OF NAME CHANGE: 19960612 10QSB 1 TELEMETRIX: 10-QSB FOR 03/31/99 FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-14724 TELEMETRIX INC. (Exact name of Issuer as specified in its charter) Delaware 59-3453156 (other jurisdiction of (I.R.S.Employer incorporation or organization) Identification No.) 1612 N. Osceola Avenue Clearwater, Florida 33755 (Address of principal offices) (727) 443-3434 (Issuer's telephone number, including area code) Indicate by check mark whether the Issuer (1) has filed all reports required 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 Issuer was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable dates. Title of Each Class Outstanding at March 31, 1999 Common Stock, $0.001 Par Value approximately 320,000 shares See financial notes TABLE OF CONTENTS PART I FINANCIAL INFORMATION PAGE ITEM 1 Financial Statements Consolidated Balance Sheets as of March 31, 1999 and March 31, 1998 3 Consolidated Statements of Income for the Three Month Periods Ended March 31, 1999 and March 31, 1998. 4 Consolidated Statements of Cash Flow for the Three Month Periods Ended March 31, 1999 and March 31, 1998. 5 Notes to Financial Statements 6 ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II OTHER INFORMATION 9 SIGNATURES 9 TELEMETRIX INC. (a Dormant State Company) Consolidated Balance Sheet March 31, 1999 and March 31, 1998 (unaudited) 03/31/99 03/31/98 Assets Organization Cost .................................. $ 0 $ 0 Total Assets ...................................... 0 0 Liabilities and Shareholder's Equity Stockholders' Equity Common Stock par value at $.001 per share 25,000,000 shares authorized, 320,000 (estimated) shares issued and outstanding(4) 0 0 Additional Paid in Capital ......................... 36,818 12,794 Retained Earnings (Deficit) ....................... (36,818) (12,794) -------- -------- Total Shareholders' Equity ......................... 0 0 ======== Total Liabilities and Shareholders Equity .......... $ 0 $ 0 ======== ======== See accompanying notes to financial statements TELEMETRIX INC. (a Dormant State Company) Consolidated Statements of Operations for the years ending March 31, 1999 and March 31, 1998 (unaudited) 1999 1998 03-31-99 03-31-98 ------- -------- Revenues ................... $ 0 $ 0 Expenses Administrative Expenses .... $ 4,563 4,570 Filing Fees ................ $ 0 $ 0 Net Income/Loss for the year $(4,563) (4,570) ======= ======= See accompanying notes to financial statements TELEMETRIX INC. (a Dormant State Company) Consolidated Statements of Cash Flows for three months ended March 31, 1999 and 1998 (unaudited) For Three Months Ended 03-31-99 03-31-98 Cash Flows from Operating Activities Net Income ........................ $ 0 0 Net Cash Provided (used) / By Operating Activities ............ (4,563) (4,570) Expenses Paid by Capston ........... (4,563) 4,570 Net Increase (Decrease) in Cash .... 0 0 Cash at Beginning of Period ........ 0 0 Cash at End of Period .............. $ 0 $ 0 ======= ======= See accompanying notes to financial statements TELEMETRIX INC. (A Dormant State Company) March 31, 1999 Note 1. HISTORY OF THE COMPANY ARNOX Corporation, (A Dormant State Company), was incorporated on October 17, 1983, under the laws of the State of Delaware. The Company conducted an initial public offering of its Common Stock in October, 1985 and in connection with an application to list its Common Stock on the NASDAQ system, the Company also registered its Common Stock pursuant to Section 12(g) of the Securities Exchange Act of 1934. The Company's Common Stock remained listed on the NASDAQ system until April 25, 1989. On September 11, 1989, the Company filed a voluntary petition under Chapter 11 of the Bankruptcy ACT (Case No. 89-97155) in the U.S. Bankruptcy Court for the District of New Jersey. On December 18, 1989, the Company's case under Chapter 11 was voluntarily converted into a case under Chapter 7 of the Bankruptcy Act. As a result of the voluntary conversion of the Company's bankruptcy case, all assets of the Company were transferred to the Trustee in Bankruptcy on the conversion date and the Company ceased all operations. Subsequently, the Trustee in Bankruptcy effected an orderly liquidation of corporate assets and used the proceeds to repay the Company's creditors. On July 12, 1994 the Company's case under Chapter 7 was closed by an order of the Court and the Trustee in Bankruptcy was discharged. As a result of the Bankruptcy, the Company has no assets, liabilities, management or ongoing operations and has not engaged in any business activities since December 18, 1989. Note 2. RESTORATION OF CORPORATE STATUS On June 10, 1996, acting in its capacity as the holder of 884 shares (0.026%) of the Company's common stock, and without first receiving the consent, approval or authorization of any other person associated with the Company, Capston Network Company effected a renewal, revival and restoration of the Company's certificate of incorporation pursurant to Section 312 of the General Corporation Law of Delaware. Thereafter, Capston filed a 10-K for the years ending December 31, 1989-1995, and a Proxy Statement seeking approval and ratification of its actions, along with authorization to seek a suitable business combination transaction. This proxy statement was ultimately distributed to the Company's stockholders and the proposals therein were approved by the holders of a majority of the Company's issued and outstanding shares. Under the terms of the original Proxy Statement, Capston was authorized to seek a suitable business combination transaction on behalf of the Company and to submit the terms of any proposed business combination transaction to the Company's stockholders for their approval. Capston did not receive and was not entitled to receive any equity interest in the Company as a result of it's actions prior to the date of the Proxy Statement. Moreover, Capston was not entitled to reimbursement for any expenses incurred by it on behalf of the Company except to the extent that the terms of a business combination transaction provided for the reimbursement of such expenses. However, because Sally Fonner is both the President of ARNOX and Capston, prior Staff Accounting Bulletins require under generally accepted accounting the treatment of debiting the expenses with corresponding credit to paid-in capital. Future expenses of Capston or others will be treated this way. These expenses are actual cash expenditures and do not reflect any costs associated with the operation of Capston nor any personnel time or cost. Note 3. FUTURE EXPENSES Capston will continue to extend administrative expenses to keep ARNOX current with its reporting requirements, keeping the Corporation in good standing, any required proxy solicitation or acquisition efforts. These amounts should not exceed $50,000 in out-of-pockets costs. In addition, as approved, and as a result of a suitable acquisition, additional fees paid for by issuance of equity position would be for: (i) Capston of 300,000 shares, (ii)up to 11,500,000 shares for an acquisition(s) and (iii) up to 5% of the acquisition for a finder's fee . Note 4: OUTSTANDING COMMON STOCK The number is reported approximately 320,000 due to the reverse split procedures. Further, more stock was issued and outstanding right after March 31, 1999. Refer to 8-K , (date) to understand the overall transaction. Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations. Financial Condition As a result of its 1989 Bankruptcy, the Company has no assets, liabilities, or ongoing operations and has not engaged in any business activities since September 1989. The Company had no operations during the year ended December 31, 1996 and no material assets or liabilities as of December 31, 1996. The reported loss from operations in 1996 resulted solely from expenses incurred by Capston on behalf of the Company in connection with the restoration of the Company's corporate charter and the preparation and filing of certain reports required under the Securities Exchange Act of 1934. It is the intention of management to seek stockholder approval of a Revised Plan whereby the Company will be restructured as a "clean public shell" for the purpose of effecting a business combination transaction with a suitable privately-held company that has both business history and operating assets, although there can be no assurance that management will be successful in its effforts to negotiate such a transaction. Results of Operations We have an acquisition , please see recent 8-K and other filings under ARNOX and Telemetrix Inc.. Plan of Operation. Please see 8-K, filed on (date) under Telemetrix Inc. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS NONE ITEM 2. CHANGES IN SECURITIES AS OF SEPTEMBER 25, 1998, LUMIERE SECURITIES RECEIVED CLEARANCE TO MAKE A MARKET IN ARNOX UNDER THE TRADING SYMBOL ARXC. AS OF APRIL 2, 1999, ARNOX BEGAN TRADING AS TLXT UNDER TELEMETRIX INC. ITEM 3. DEFAULTS ON SENIOR SECURITIES NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On June 13, 1998, the Registrant sent to its stockholders a Notice of Special Meeting and Proxy Statement which described a number of proposals relating to a plan of reorganization proposed by Capston Network Company ("Capston"), a stockholder of the Company. Subsequently, on July 7, 1998, a Special meeting of the Stockholders was held and all of the proposals were approved by a majority vote of the Stockholders. The principal proposals approved by the stockholders were: 1. To elect a person designated by Capston to serve as the sole member of the Board of Directors until the next annual Meeting of stockholders, or until her successor is elected and qualified; 2. To consider and vote upon a proposed Amendment to the Company's Certificate of Incorporation that will effect a reverse split of all issued and outstanding shares of Common Stock in the ratio of one (1) share of new Common Stock for each 11.4642 shares presently outstanding so that immediately thereafter the Company will have a total of 300,000 shares issued and outstanding; 3. To consider and vote upon a proposal to issue 300,000 shares of Common Stock to persons designated by Capston as compensation for services rendered in connection with the implementation of the Revised Plan; 4. To consider and vote upon a proposal which will give the Board of Directors authority to pay an in-kind Finder's Fee to unrelated third party finders who introduce the Company to a suitable acquisition prospect. 5. To consider and vote upon a proposal that will give the Board of Directors discretionary authority to (i) change the Company's name and (ii) issue up to 11,500,000 shares of Common Stock to unrelated third parties, all without prior stockholder approval, in connection with a business combination transaction of the type contemplated by the Revised Plan; and 6. To consider and vote upon a proposed Amendment to the Company's Certificate of Incorporation that will increase the authorized capital stock of the Company to 25,000,000 shares of $0.01 par value Common Stock and 5,000,000 shares of $0.01 par value Preferred Stock. ITEM 5. OTHER INFORMATION NONE ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A. Exhibits None B. Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TELEMETRIX INC. /S/ Sally A. Fonner Chief Executive Officer Dated: May 1, 1999 /S/ Sally A. Fonner Chief Financial Officer Dated: May 1, 1999 -----END PRIVACY-ENHANCED MESSAGE-----