SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


               DATE OF EARLIEST REPORTED EVENT - MARCH 31, 1999



                                 TELEMETRIX INC.
             (Exact name of Registrant as specified in its charter)




        Delaware                    0-14724                  59-3453156
(State or other jurisdiction of   (Commission               (IRS Employer
incorporation or organization)   File Number)          Identification Number)

                              1612 N.Osceola Avenue
                            Clearwater, Florida 33755
             (Address of Registrant's principal executive offices)

                                727-443-3434

             (Registrant's telephone number, including area code)
                                 727-443-5240

             (Registrant's facsimile number, including area code)

                                Arnox Corporation
         (Former name or former address, if changed since last report)






ITEM 1.CHANGE IN CONTROL OF REGISTRANT

     General.  Telemetrix Inc., a Delaware  corporation  formerly known as Arnox
Corporation (the  "Registrant") was incorporated in Delaware in 1983 to develop,
manufacture,  market and license fire  retardant  products and  technology.  The
Registrant  conducted an initial public offering in August,  1985 pursuant to an
effective Form S-1  Registration  Statement under the Securities Act of 1933, as
amended (the  "Securities  Act").  In connection with an application to list its
Common Stock on the NASDAQ  system,  the Registrant  also  registered its Common
Stock  pursuant to Section  12(g) of the  Securities  Exchange  Act of 1934 (the
"Exchange  Act").  As a result of a 1989 bankruptcy  proceeding,  the Registrant
became an inactive shell that had with no material  assets or liabilities and no
ongoing business  activities.  The Registrant  remained inactive until it August
1996 when its stockholders approved a plan of reorganization proposed by Capston
Network Company of Clearwater,  Florida  ("Capston") that authorized  Capston to
seek a suitable business combination opportunity for the Registrant. Capston and
its  president,  Sally A.  Fonner,  who has also  served as the  Company's  sole
director  since July 1997,  have been  actively  seeking a business  combination
opportunity for the Registrant since August 1996.  After  investigating a number
of  opportunities,  Capston  negotiated a business  combination on behalf of the
Registrant with Telemetrix Resource Group, Inc., a Colorado corporation ("TRG"),
Tracy Corporation II d/b/a Western Total Communications,  a Nebraska corporation
("WTC"),  and the stockholders of TRG and WTC. The parties executed the business
combination agreement on March 22, 1999.

     The business  combination.  The Registrant  acquired TRG and will, upon the
receipt of requisite regulatory approvals, acquire WTC in a business combination
transaction  that was structured as a reverse  takeover,  or "RTO," in which the
stockholders  of TRG and WTC agreed to exchange  their shares in TRG and WTC for
newly issued stock of the Registrant. Immediately prior to the completion of the
RTO, the Registrant had no material assets,  liabilities or business operations.
No relationship  existed between the Registrant and TRG or WTC prior to the RTO,
other  than the  contractual  relationship  under the  agreement  governing  the
business  combination.  No funds of the Registrant  were expended to acquire the
stock of either  TRG or WTC.  As  consideration  for  engaging  in the  business
combination,  the  Registrant  issued  shares  of  Common  Stock  to the  former
stockholders of TRG and WTC. The amount of consideration given by the Registrant
in the RTO was  determined  by  negotiation  between the  parties.  The RTO will
accounted for as an acquisition of the Registrant by the stockholders of TRG and
WTC in consideration of transfer of TRG and WTC to the Registrant.

     Until March 31, 1999, the  Registrant had 3,439,247  shares of common stock
("Old  Common")  issued  and  outstanding.  In  preparation  for  the  RTO,  the
Registrant  changed its name to Telemetrix  Inc, and effected a "reverse  split"
where the Old Common  was  consolidated  in the ratio of one  post-consolidation
share  ("Common  Stock") for every  eleven and one-half  (11-1/2)  shares of Old
Common, provided, however, that no single stockholder's holdings were reduced to
fewer  than 100  shares  of  Common  Stock.  In  connection  with  the RTO,  the
Registrant agreed to acquire all of the issued and outstanding  shares of TRG in
exchange  for  6,127,200  shares  of  Common  Stock  and all of the  issued  and
outstanding  stock of WTC in exchange for 5,372,800  shares of Common Stock.  In
addition,  the Registrant  agreed to issue  1,067,000  shares of Common Stock to
certain  consultants  and  advisors  (including  300,000  shares of Common Stock
issued to certain designees of Capston, 300,000 shares of Common Stock issued to
legal  counsel  for the parties and  467,000  shares of Common  Stock  issued to
certain  financial  consultants as finders fees).  While the  acquisition of TRG
closed on April 5, 1999,  the  acquisition of Tracy II is subject to the receipt
of final regulatory approval from the Federal Communications Commission which is
expected in due course.  Taking all of the  foregoing  into  account,  there are
approximately 7,514,200 shares issued and outstanding on the date of this Report
on Form 8-K and there will be  approximately  12,887,000  shares of Common Stock
issued and outstanding  upon the closing of the WTC  acquisition.  The shares of
Common  Stock  issuable  to the former  stockholders  of TRG and WTC  constitute
approximately  82.8% of the outstanding  Common Stock on the date of this Report
on Form 8-K and will  constitute  approximately  90% of the  outstanding  Common
Stock after upon the closing of the WTC acquisition.

     In  summary,  (i) prior to the RTO,  the  Registrant  changed  its name and
effected a reverse-split of its outstanding Old Common in the ratio of one share
of Common Stock for every eleven and one-half (11-1/2) shares of Old Common held
by  a  stockholder,  provided,  however,  that  no  single  stockholder's  share
ownership  was  reduced  to  fewer  than  100  shares  of New  Common,  (ii) the
Registrant's  authorized  capitalization  was increased to 25,000,000  shares of
$0.001 par value Common Stock and 5,000,000  shares of $0.01 par value preferred
stock,  (iii) the Registrant changed its name to Telemetrix Inc. (iv) all of the
outstanding  common stock of TRG was  transferred  to the Registrant in exchange
for  6,127,200  shares of Common  Stock,  (v) subject only to the receipt of the
requisite regulatory  approvals,  the stockholders of WTC agreed to transfer all
of the  outstanding  common  stock  of WTC to the  Registrant  in  exchange  for
5,372,800  shares of Common  Stock,  and (vi) the  Registrant  issued  1,067,000
shares of Common Stock to certain  consultants and advisors  (including  300,000
shares of Common Stock issued to certain designees of Capston, 300,000 shares of
Common  Stock  issued to legal  counsel for the  parties  and 467,000  shares of
Common Stock issued to certain financial consultants as finders fees).

     After  giving  effect  to all of the  foregoing  into  account,  there  are
approximately 7,514,200 shares issued and outstanding on the date of this Report
on Form 8-K and there will be  approximately  12,887,000  shares of Common Stock
issued and outstanding upon the closing of the WTC acquisition.  Upon completion
of the WTC  acquisition,  the  former  stockholders  of TRG and  WTC  will  hold
approximately  90% of the Registrant's  issued and outstanding  Common Stock and
will control the Registrant. The following table sets forth the number of shares
of Common Stock owned, (a) as of the date of this Current Report on Form 8-K and
(b) after  completion  of the WTC  Closing,  by (i) each  executive  officer and
director,  (ii)  executive  officers and  directors  as a group,  and (iii) each
person who will own of record or own  beneficially,  more than five percent (5%)
of the Registrant's outstanding Common Stock.




Name and Address of Beneficial Owner                              Current Holdings (1)        After WTC Closing (2)
                                                                 Shares     Percent          Shares      Percent
                                                                  Owned    of Class           Owned     of Class
                                                                                                   
Hartford Holdings Ltd. ("HHL")                                6,127,200       81.6%       6,900,000        53.6%
Box 143,Cayman Islands, British West Indies

William W. Becker (Chairman of the Board of Directors).       6,127,200 (4)   81.6%       6,900,000 (5)    53.6%
Box 143,Cayman Islands, British West Indies  (3)

Oz Pedde (Chief Executive Officer & Director)                        --                          --         0.0%
c/o Michael L. Glaser
633 17th Street, Suite 2700, Denver, Colorado 80202

Michael J. Tracy (President, Treasurer & Director)                   --                   4,140,000        32.2%
c/o Michael L. Glaser
633 17th Street, Suite 2700, Denver, Colorado 80202

Michael L. Glaser (Vice President, Secretary & Director)         90,000        1.2%         550,000 (6)     4.3%
633 17th Street, Suite 2700, Denver, Colorado 80202

Executive Officers and Directors as a Group (4 persons)       6,217,200       82.8%      11,590,000        90.0%


- --------------
1) Based on  7,514,200  shares of Common Stock  outstanding  at the date of this
   Notice.
2) Based on 12,887,000  shares of Common Stock  outstanding  after completion of
   the WTC Closing.
3) William W. Becker exercises sole voting and investment control over shares of
   Common Stock held by HHL.
4) Includes  6,127,200 shares of Common Stock held by HHL. 5) Includes 6,900,000
shares of Common  Stock held by HHL. 6)  Includes  90,000  Shares  issued to Mr.
Glaser as payment for legal fees.
7) Apart from the RTO, there the Company is not aware of any  arrangements  that
   may result in a change in control of the  Company  subsequent  to the date of
   this Notice.


     The Agreement permits the former stockholders of TRG and WTC to replace the
Registrant's  current Board with their own nominees (the "New Directors").  This
change in the Board will not become  effective  and the New  Directors  will not
assume office, until 10 days after the Registrant files an Information Statement
and Notice of Change in the  Majority  of the Board of  Directors  with the U.S.
Securities and Exchange  Commission (the  "Commission")  and sends copies of the
Notice  to  all  record  stockholders.   At  that  time,  Sally  A.  Fonner  the
Registrant's  sole current  director will appoint the New Directors to the Board
and then resign.  Thereafter,  the New Directors and the executive officers they
appoint will manage the Registrant's business.

     In  connection  with the plan of  reorganization  approved by the Company's
stockholders,  certain persons  designated by Capston received 300,000 shares of
Common  Stock for  administrative  and  management  services.  Ms.  Fonner,  the
Registrant's former sole officer and director,  received 110,500 of those shares
for her  personal  account.  In  addition,  150,000  shares of Common Stock were
issued to legal counsel for Capston for services rendered since 1996.

     A total of 467,000  shares of Common  Stock were  issued to two finders who
assisted in the identification of TRG and WTC as potential business  combination
candidates,  the introduction of TRG and WTC to the Company,  the collection and
analysis  of due  diligence  information  on TRG and WTC,  and  other  financial
consulting and advisory services.

     Mr. Michael Glaser,  a proposed New Director and officer of the Registrant,
received  90,000  shares  of  Common  Stock  for  legal  services  performed  in
connection with the RTO. In addition,  Mr. Glaser's law firm,  Haligman  Lottner
Rubin & Fishman, P.C., received 60,000 shares of Common Stock for legal services
performed in connection with the RTO.

     All shares of Common Stock issued to  designees of Capston,  legal  counsel
for the parties and the finders were registered  prior to issuance on a Form S-8
Registration Statement under the Securities Act of 1933.

     The Registrant  believes that each of these  transactions  were on terms no
less favorable to the Company than it could have obtained in  transactions  with
unrelated third parties.

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

     As described in Item 1, the Registrant is acquiring all of the stock of TRG
and WTC in  exchange  for  11,500,000  shares of  Common  Stock.  The  following
material  relating to the future  business of the Registrant was prepared by the
management of TRG and WTC for inclusion in this Current Report on Form 8-K.

     The  Registrant  will  offer  customer  service   facilities  and  enabling
technologies  for digital  telecommunications  networks,  particularly  wireless
Personal  Communications   Services  ("PCS").  The  Registrant's   complementary
products and services include:

   o  A wireless data  acquisition  system with  applications for meter reading,
      alarm reporting, remote control and monitoring;
   o  Wireless local loop data and voice services;
   o  Development  of equipment  and standards to support Tier 3 and 4 markets
      for advanced PCS services1
   o  Provisioning  and  post-sales  support to  support  deployed  products;  o
   Software to perform order fulfillment, rating, bill generation,
      customer  care,  fraud  control,   accounts  receivable  processes,  for
      comprehensive customer management; and
   o  Software development and maintenance.

     Potential  customers for the Registrant's  carrier support services include
Incumbent Local Exchange Carriers ("ILECs"), Competitive Local Exchange Carriers
("CLECs"), cable companies,  Internet Service Providers ("ISPs"),  utilities and
interexchange carriers ("IXCs"), in U.S., Canadian and international markets. As
telecommunications  markets grow and service categories converge,  carriers must
both expand the scope of their  services  and retain  their  customer  base with
quality customer service. The Registrant believes that its products and services
offer both  quality  customer  service  management  and the  ability to expand a
carrier's service offerings.

     TRG,  together  with  its  wholly  owned  Canadian  subsidiary,  Telemetrix
Resource  Group Ltd.  ("TRG-Canada")  has a suite of  proprietary  software  for
comprehensive customer management. These packages,  Telemetrix Revenue Awareness
Customer Care System  ("TRACCS") and Intro CCB, have integrated  database-driven
components for managing Order Processing,  Provisioning,  Customer Care, Account
Development,   Billing  and  Financial   Management,   Fraud  Control,   Network
Management,  Performance  Reporting and related and supporting  Office  Products
software.  Using TRACCS' built-in reporting capabilities,  to sort, organize and
present data, wireless and wireline  telecommunications carriers can effectively
and  efficiently  utilize  their  customer  and billing  information.  TRG works
closely  with its carrier  customers  to define  their  needs and then  designs,
develops and implements  user-based billing and customer care solutions based on
the existing TRG software offerings.  Carriers can either license TRG's software
for use in their  customer  management  operations  or hire TRG to  perform  the
customer  management  services.  TRG currently has five customers for whom it is
providing  billing  and  information  management  services,   producing  monthly
revenues of $136,500.00.  TRG is in negotiations with four additional  customers
for the provision of similar services.

     WTC currently  provides paging and mobile  communications  services through
numerous  licenses issued by the Federal  Communications  Commission  ("FCC") in
Western Nebraska, Eastern Wyoming and Northeastern Colorado, and currently holds
three PCS  licenses  issued by the FCC; two  licenses  for  Scottsbluff  and one
license for McCook,  Nebraska.  Although WTC has entered into an Agreement  with
Pinpoint Communications ("Pinpoint") for the sale of WTC's McCook PCS license to
Pinpoint,  subject to prior  approval of the FCC. WTC and Pinpoint  have not yet
filed an  Application  seeking  fcc  approval of this sale.  WTC's PCS  licensed
service areas encompass  approximately  138,000 persons  including  McCook.  WTC
intends to expand its PCS service  offerings to include PCS Wireless  Local Loop
services  (i.e.,  local  exchange  services),  monitoring,  data  collection and
distribution, meter reading and mobile PCS.

     WTC also holds 34 paging and mobile telephone licenses serving 27 locations
in Western Nebraska, Eastern Wyoming and Northeastern Colorado.

     WTC also is developing  DATATRAK,  a name which WTC  presently  utilizes to
describe  its  system,  which  is  a  hardware  and  software  system  for  data
collection,  system monitoring,  distribution and billing. DATATRAK applications
will allow a wide variety of Applications including wireless local loop ("WLL"),
and monitoring of vending  machines,  home  security,  home health and automatic
utility meter reading plus other specialty applications. The DATATRAK system has
been  designed for use in both wireless and wireline  telecommunications.  WTC's
COMM Center,  a proprietary  communications  hardware and software  gateway uses
digital  communications  technology  to deliver  residential  or business  local
exchange telephony  (wireline) bypass. The COMM Center also can be configured to
be compatible with different  communications  protocols and  transmission  media
(i.e., wireless and wireline;  Global System for Mobile Communications  ("GSM"),
Code  Division  Multiple  Access  ("CDMA")  or  Time  Division  Multiple  Access
("TDMA")).  The COMM  Center can  function  as a wireless  local-loop  interface
replacing or supplementing  existing  wireline  telephone  service  equipment or
providing  additional  telephone  service.  The COMM Center  wireless local loop
interface will provide wireless basic telephone service over existing in-home or
in-business telephone wiring. Using these products, PCS operators  (particularly
rural  operators  in areas  of low  population  density)  can  offer  additional
services and thereby  increase  their revenue  potential.  WTC expects to deploy
DATATRAK and COMM  Centers in its own  wireless and PCS networks to  demonstrate
their efficacy and to generate additional PCS revenue.

     The  Registrant  believes  the  operations  and  services  of TRG  and  WTC
complement  each other and  combining  their  businesses  will  achieve  greater
efficiencies and competitiveness.

                                INDUSTRY OVERVIEW

     The  U.S.  telecommunications  industry  has  approximately  1,350  service
providers,  serving more than 90 million  households  and 25 million  businesses
(approximately  158 million access lines),  and generated  revenues  approaching
$196.3  billion.  Telecommunications  wireline  services  are  provided in three
principal markets: long distance, local exchange and data products and services.
Wireless  communications  services include cellular telephone service,  Personal
Communications  Services ("PCS"),  Specialized  Mobile Radio ("SMR") and paging.
The Registrant  believes service  providers in each of these market segments can
benefit from the Registrant's  carrier support  services.  The DATATRAK and COMM
Center  technology  should appeal to both wireless service  providers as well as
original   equipment   manufacturers   ("OEMs")  who  sell  their   products  to
telecommunications   carriers.   The  Registrant's  TRACCS  billing  system  can
facilitate  new  carriers'  entry  into the local  exchange  market by  enabling
carrier to focus on developing and enhancing their services without  sacrificing
customer  care  and  administration.  The  Registrant's  systems  also  have the
flexibility   to  adapt  to  carriers'   changing   service   offerings  and  to
implementation of new services.

     The Long Distance  Market.  The FCC's Statistics of Common Carriers reports
that the domestic  long distance  industry  generated  revenue of  approximately
$88.6 billion in 1997. The long distance market is comprised of three tiers. The
first tier consists of  facilities-based  long distance carriers,  such as AT&T,
MCI,  WorldCom and Sprint,  who provide long  distance  communications  services
using  their  own  equipment  to  transmit   telephone  calls.   These  carriers
collectively  accounted  for  approximately  80% of all toll  revenues  in 1997.
"Second tier" carriers, consisting primarily of switched resellers such as Excel
Communications  Inc.,  Cable and  Wireless,  plc.,  LCI  International  Inc. and
Frontier  Corporation  ("Frontier"),  accounted for  approximately  6.0% of toll
revenue in 1997. The remaining market share, or "third tier," is held by smaller
companies primarily consisting of switchless resellers.

     The Local Exchange Market.  According to FCC data, total revenue from local
telecommunications  services in 1997 was  approximately  $103 billion.  The U.S.
federal  Telecommunications  Act of 1996  ("Telecommunications  Act")  seeks  to
increase  competition  in the local  telecommunications  industry  and provide a
framework for other carriers to compete with LECs by reselling  local  telephone
service, leasing unbundled elements of the ILECs' networks or building new local
service facilities.  The  Telecommunications  Act has created many opportunities
for new providers to enter the local services market.

     The Data Products and Services Market.  Data products and services has been
the  highest  growth  segment of the  telecommunications  industry in the 1990s.
According to Data Communications,  data-related  products and services accounted
for revenues of almost $79.0 billion in 1997--a growth rate of approximately 17%
from 1996.  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,  Personal  Communications Services ("PCS"),
Specialized  Mobile Radio  ("SMR"),  paging,  and other  applications  has grown
dramatically  in recent years.  For example,  U.S.  cellular  telephone  service
revenues grew from $5.8 billion in 1991 to $19.0 billion in 1995, and the number
of  subscribers  increased from 7.6 million in 1991 to 53.3 million in 1997. The
growth in  wireless  communications  results  from  lower  prices  for  consumer
equipment (e.g.,  cellular  telephones and pagers),  more comprehensive  service
coverage, lower rates and technological advances that have improved transmission
quality and  reliability.  Other studies  forecast  approximately 47 million new
subscribers   during  the  next  five  years.  By  2001,  total  wireless  phone
penetration  is  projected  to  reach  approximately  40%,  with  more  than 55%
household penetration. While the major PCS operators will likely focus on mobile
telephone services that will compete with cellular telephone services, small and
rural PCS operators must offer additional "niche" PCS service offerings in order
to increase utilization of their services.

     Billing  Systems.  With  continued  deregulation,  increased  complexity of
products  and  features,  bundled  Internet  services and the drive to combining
multimedia (voice, data and video),  telecommunications  carriers' billing needs
are becoming increasingly complicated. This situation requires a market response
with  provision of a more robust  billing system that is stable and easy to both
modify and  implement  across a multitude of carrier  services.  The total North
American market for billing software is approximately  about $3 billion per year
and rapidly growing at approximately 25% per year. The Registrant will initially
target smaller carriers, which represent about 25% of the total market. Thus the
Registrant  estimates a potential North American billing software market of $700
million, rising to $900 million by 2000.

                               TECHNOLOGY OVERVIEW

     To assist  understanding  of the  Registrant's  products and services,  the
following  summary briefly describes the configuration of PCS networks and local
loops.

     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  containing  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 "PSTN").  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 switches 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.  When a mobile unit leaves the wireless  carrier's  service
area,  the call will be  disconnected  unless  the  wireless  carrier in the new
service area accepts and handles  ("carries")  the call.  This  "roaming"  among
different wireless carriers requires both technical compatibility and agreements
between  carriers  to carry  calls from other  carriers'  subscribers.  Cellular
carriers  generally  have  roaming  agreements,  however,  since  PCS  is  still
developing  and PCS  operators  are  utilizing  different  technical  standards,
roaming between PCS systems is somewhat limited.

     Local  Loop:  Local  wireline  telephone  systems  consist  of a network of
switches,   transmission  facilities  between  switches  and  the  "local  loop"
connections between subscribers' premises and the nearest local exchange switch.
The local exchange switches route calls initiated by subscribers either directly
to recipients served by the same switch or, for more remote  recipients,  to the
long  distance  carriers'  points of  presence  ("POP").  Wireline  local  loops
generally  consist  of  telephone  wires  that run along  aerial or  underground
rights-of-way to each subscriber  premise.  Older wireline local loops generally
carry analog transmissions and have relatively low capacity, sufficient to carry
only a single two-way voice  conversation.  CLECs generally do not develop their
own local loops,  due to the expense and effort of obtaining  rights-of-way  and
installing a telephone  line to each  telephone  user.  These  difficulties  are
magnified in rural areas with low population density.  Consequently,  CLECs must
utilize the ILEC's local loops, which inhibits  competition.  This large expense
and effort also deters ILECs from  upgrading  the  transmission  capacity of the
local  loop.  Thus,  the local  loop  constitutes  a  significant  hindrance  to
competition and better quality  service.  WTC's proposed COMM Center is designed
to include a Wireless Local Loop ("WLL") capability.  Using this feature,  CLECs
and wireless  service  providers  can  replicate  the local loop using  wireless
technology and thereby avoid costly and extensive infrastructure.

                              PRODUCTS AND SERVICES

     The Registrant  will provide  customer  service  capabilities  and enabling
technologies for  telecommunications  networks.  The Registrant's  complementary
products and services include:

   o  Software to perform order fulfillment,  rating, bill generation,  customer
      care, fraud control,  accounts  receivable  processes,  for  comprehensive
      customer management;
   o  A wireless data  acquisition  system with  applications for meter reading,
      alarm reporting, remote control and monitoring;
   o Wireless local loop networking;  o hardware designed to implement Rural PCS
   services; o Provisioning and post-sales support to enhance customer care; and
   o Software development and maintenance.

     Customer Care Software.  Through TRG, the Registrant  offers a portfolio of
products  that  address a carrier's  order  fulfillment,  customer  care,  fraud
control, billing,  remittance, and accounts receivable processes. This portfolio
offers Year 2000 compliant,  feature rich, user friendly  convergent billing and
information management software products. Carriers are moving away from treating
billing as simply an isolated  medium for revenue  collection  and towards using
billing as the basis for effective  marketing and customer  service.  TRACCS was
originally  developed and  implemented as an in-house  integrated  customer care
system that supported  124,000 accounts and over 225,000 active access lines for
facilities-based  long  distance   telecommunications  services  providers.  TRG
acquired  this system in 1995 and has  continued to develop  TRACCS into a fully
integrated  suite of  applications  designed  for large Tier II through  Tier IV
telecommunication  carriers  and  providers.  TRG also  acquired  Intro  CCB,  a
PC-based  integrated  billing and customer care solution  suitable for customers
who have  sophisticated  functional  demands but do not  require the  processing
power  of a  mainframe  hardware  platform.  The  Management  Network  Group,  a
recognized industry expert, independently evaluated TRACCS and concluded that it
was more  advanced,  functionally  robust,  and  performed  better than existing
billing software products.

     The  DATATRAK  System.  WTC  is  developing  the  DATATRAK  system,  a  new
application  technology for integrated data collection,  transmission,  storage,
and compilation. The main components of the DATATRAK system are the COMM Center,
Optical Meter Reader,  Network Operations Center and Access Server Software. The
DATATRAK  system,  compatible with standard  digital  communications  protocols,
integrates a Wireless  Local Loop ("WLL") to and from the home into existing PCS
and other digital  communications  technology  infrastructure.  Unlike other WLL
technologies,  DATATRAK also provides an  integrated  method to monitor  utility
meters and security systems, provide complete telemetry functionality and manage
utility consumption.  These incremental features can be a significant new source
of revenue for the  wireless  service  provider.  WLL serves as a voice  channel
provided to the  customer's  home or business  premises.  By connecting the COMM
Center to a  customer's  existing  telephone  wiring,  WLL which can be utilized
either to replace  existing  service from the ILEC or as a second line. WLL also
can be used as a "follow-me"  service,  whereby the WLL home or office system is
called if the PCS mobile  telephone is not answered.  In addition,  the DATATRAK
system  utilizes the Short Message  Service  ("SMS")  capability of the existing
digital  communications  system to establish  various two-way data  applications
into the customer's home or business premises.

     Current solutions for monitoring electric,  gas and water utilities are not
compatible  with each other,  nor do they offer WLL.  DATATRAK,  however,  reads
different  types  of  meters  utilizing  the  Optical  Meter  Reader  and  other
interfacing  devices,  becoming a single  reading method and a single source for
collection,  storage and  transmission of data.  Once deployed,  DATATRAK can be
utilized for a suite of applications  including voice communications,  automatic
utility meter reading, home security, home health, vending replenishment as well
as other  specialty  applications.  DATATRAK  can be also be expanded to include
control   functions   from  remote   locations  and  includes  a  complete  data
acquisition,  distribution, and billing system. The DATATRAK system is currently
in beta testing in Gering,  Nebraska  and is expected to be  available  for full
deployment  in  the  second/third  quarter  of  1999.  DATATRAK's  services  and
applications, when combined with the WLL capability, represent a significant new
source of revenue for the digital wireless communications service provider.

     COMM  Center.  The  heart of the  DATATRAK  system is the COMM  Center,  an
intelligent device located on or near a customer's premises. The COMM Center has
40 access  ports,  consisting  of twenty  intelligent  ports able to collect and
store data from various sources such as utility meters,  plus 20 non-intelligent
data registers  (bi-directional  I/O ports) able to detect and transmit a signal
when devices, such as fire alarms, burglar alarms or temperature monitors,  have
been set off.  The COMM Center  also  provides  the ability to remotely  control
on-premise devices (e.g,. turn off heat or air conditioning), which is necessary
for load  shedding by  utilities  as well as whole home or  building  management
services currently under development. It can collect data from multiple sources,
such as gas, water and electric meters, store the data in memory and release the
data upon request from an authorized polling point (utility).

     The COMM Center contains a Subscriber Line Interface  Circuit  ("SLIC") and
related proprietary circuitry,  which allows direct connection to the customer's
in-house  telephone wiring.  This connection  supports up to five extensions and
allows some or all of the customer's existing telephone sets to be provided with
wireless  local  service  (i.e.,  WLL).  Customers  can use this  capability  to
establish a second line (e.g., for fax service) or to eliminate existing service
from the incumbent  ILEC or service  provider  altogether.  The COMM Center also
contains  the  PCS RF  Module,  which  provides  both a  Voice  Channel  and SMS
connection  to the  existing  PCS service  provider's  network.  The COMM Center
performs all data  functions  via the SMS system  without  affecting the overall
traffic (data or voice) capacity of a PCS system, and provides WLL.

     Optical Meter Reader.  WTC has an oral  agreement with the patent holder of
an Optical  Meter Reader to "patent" over the reader and include it as a part of
the DATATRAK  system.  WTC expects this  agreement to be finalized in writing in
the near future.  The oral  agreement  provides that WTC will offer the improved
manufactured Optical Meter Reader units to the patent holder for purchase. WTC's
price to the patent  holder will enable WTC to make a profit on the sales of the
reader to the patent  holder.  The  Optical  Meter  Reader can  accurately  read
utility  meters  through the glass or plastic  meter  cover.  The Optical  Meter
Reader  can be  adapted to provide  the same low cost  monitoring  for  anything
measured or monitored by a mechanical or electro-mechanical display. The reading
obtained can be transmitted to the COMM Center's  intelligent  ports by either a
wired  or  wireless  connection.  The  low  cost  Optical  Meter  Reader  offers
eliminates the need for costly meter  retrofit or meter removal and  replacement
and the  optionally  available  wireless  connection  from the meter to the COMM
Center  eliminates the need for  installation  of additional  costly  on-premise
wiring.  Together,  these capabilities can dramatically  reduce utilities' costs
for automatic meter reading and resource management.

     The Network  Operations  Center. The Network Operations Center ("NOC") is a
PC-based system,  which collects all data transmitted from the COMM Center.  The
NOC receives data from the various premise-based sources (e. g., alarms, utility
meters) and translates it into the appropriate  format and/or reports as defined
by the individual  service  providers (e.g.,  alarm companies,  utilities).  The
formatted data is then transmitted,  with appropriate security measures,  to the
service providers.

     The Access  Server  Software.  This  software  can operate on a standard PC
located at the service  provider's  premises.  This  software  interfaces to the
Network  Operations  Center,  or in some cases directly to the COMM Center,  and
receives  formatted  data or  reports as defined  by the  service  provider.  In
situations requiring control of on-premises devices (e. g., Load Shedding),  the
Access Server may send the  appropriate  control  signals to activate the on/off
ports in the COMM Center

     Mobile PCS. WTC currently holds three PCS licenses covering a population of
138,000,  primarily in western Nebraska and eastern Wyoming. WTC constructed six
PCS sites covering a population base of 56,000,  and is now testing PCS services
for commercial use. By deploying the DATATRAK system, the Registrant will expand
its PCS and paging  service  offerings to include  WLL,  remote  monitoring  and
access,  meter reading,  and other data  collection and  distribution  services.
Enhanced features available to PCS and paging customers include:

    o Enhanced Features - Caller identification,  call hold, voice mail, numeric
      paging,  plus custom  calling  features such as call  waiting,  conference
      calling and call forwarding.
    o Messaging and Wireless  Data  Transmission  (DATATRAK) - Digital  networks
      offer voice and data communications,  including text messaging,  through a
      single handset,  including  short message or alphanumeric  paging service,
      mobile  office   applications  (e.g.,   facsimile,   electronic  mail  and
      connecting  notebook  computers with  computer/data  networks),  access to
      stock  quote  services,  transmission  of text,  connections  of  wireless
      point-of-sale  terminals to host  computers,  monitoring of alarm systems,
      automation of meter reading and monitoring of status or inventory levels.
    o Call Security and Privacy - Encryption  algorithms  provide increased call
      security,  encouraging users to make private,  business and personal calls
      with  significantly  lower  risk of  eavesdropping  than  on  analog-based
      cellular systems.
    o Smart Card - "SIM" cards,  programmed with the user's billing  information
      and  a  specified  service  package,   allow  subscribers  to  obtain  GSM
      technology based PCS connectivity automatically, simply by inserting their
      SIM cards into  compatible  PCS handsets.  If the Registrant has a roaming
      agreement with a local GSM technology based PCS provider,  SIM cards could
      also enable subscribers to obtain service in that region.
    o Over-the-Air  Activation and Over-the Air Subscriber  Profile Management -
      The  Registrant  will be  able to  transmit  changes  in the  subscriber's
      feature package, including mobile number assignment and personal directory
      numbers,  directly to the subscriber's handset. This capability eliminates
      the need to manually  program the handset and  simplifies  the  activation
      process for both the sales agent and the subscriber.
    o Roaming  - The  Registrant  intends  to  obtain  roaming  agreements  with
      carriers that use GSM based technology. Subscribers should be able to roam
      in substantial portions of the United States,  either on other technically
      compatible PCS systems by using dual-mode  handsets that permit  operation
      on systems using  different  signal  transmission  technologies or even on
      existing cellular systems.
    o Zoned  Calling Areas - WTC's service area will feature zoned calling areas
      permitting  subscribers  to pay a flat  monthly  service  fee for calls to
      different coverage areas (zones) outside of the subscriber's base coverage
      area.

     The Registrant also expects that providing  these enhanced  services on its
own network will act as a showcase for the DATATRAK System.

     CLEC License.  WTC holds a certificate of public  convenience and necessity
("CPCN") from the Nebraska  Public Service  Commission  ("NPSC") to operate as a
wireless  and  wireline  competitive  local  exchange  carrier  in the  state of
Nebraska  in the  market  areas  served by the major  incumbent  local  exchange
carriers  such as U.S.  West  Communications  ("US  West"),  Sprint  Corporation
("Sprint"), and Alliant ("Alliant").  The CPCN will enable WTC to offer wireline
and wireless local exchange  services to residential  and business  customers in
Nebraska in this area. WTC has an application pending before the NPSC to provide
wireless and wireline  competitive local exchange services in all other areas of
the State of Nebraska.

                         POTENTIAL CUSTOMERS AND MARKETS

     The Registrant believes that its products and services can be utilized by a
broad range of utilities and  telecommunications  service  providers both in the
United  States  and Canada  and  worldwide.  Such  potential  customers  include
Incumbent Local Exchange Carriers ("ILECs"), Competitive Local Exchange Carriers
("CLECs"), Cable companies,  Internet Service Providers ("ISPs"), utilities (gas
and  electric)  and  Interexchange  Carriers  ("IXCs").  In addition,  WTC's PCS
license areas encompass  approximately  138,000 potential subscribers in western
Nebraska, eastern Wyoming and eastern Colorado.

     Since many large  telecommunications  carriers perform billing and customer
care in-house, TRG will first target smaller carriers,  such as lower Tier 2 and
all Tier 3 and Tier 4  telecommunications  service providers  (service providers
with  less  than  $100  million  in  annual  sales).  Tier 2 and Tier 3  service
providers  generate  approximately 25% of all billing records,  a market of $600
million.  The  Registrant  believes  such  carriers are more likely to outsource
billing  and  customer  care or  traditionally  have  marginal  and  inefficient
customer care operations.  TRG also could offer specific product applications to
ILECs and larger companies.

     With the COMM Center's  Wireless  Local Loop  capability,  carriers such as
CLECs,  IXCs and PCS  providers  can extend their local  service  area  coverage
rapidly by  providing  wireline  access  deployment  to offices  and  residences
without the necessity for substantial  additional capital  investments.  WTC has
signed  a  letter  of  intent  with a U.S.  CLEC  for a joint  venture  aimed at
utilizing the DATATRAK system to provide wireless local loop and automated meter
reading applications.  The Registrant also believes that DATATRAK will appeal to
small and rural PCS operators needing  additional  "niche" PCS service offerings
in  order  to  increase  utilization  of  their  services.   Original  Equipment
Manufacturers  ("OEMs") also may wish to incorporate DATATRAK into products such
as PBX systems and vending  machines.  While utility and energy companies should
be the  initial  customers,  the  quick,  low cost data  gathering  provided  by
DATATRAK, COMM Center and the Optical Meter Reader will interest industries that
must monitor  consumption  of any  commodity  and  periodically  replenish  that
commodity.

                               MARKETING AND SALES

     Since its products and services are innovative and relatively unknown,  the
Registrant must engage in considerable  "missionary" work to create awareness of
its products and services.  The Registrant will seek out  telecommunications and
utilities service providers wishing to:

    o add value to their  existing  services;  o bundle  services for additional
    revenue opportunities;  o enter new markets; and o increase their subscriber
    bases.

     The  Registrant  expects new entrants  and smaller  companies to have these
characteristics.  While each subsidiary  will have its own target  markets,  the
Registrant's  portfolio of products and services will have significant  overlap.
Such overlap offers  opportunities for cross-selling.  Consistent  marketing and
communications programs should develop the concept of a "family" of products and
services.

     The  Registrant  hopes to  establish  recognition  by  obtaining  a few key
accounts and leverage that  experience to attract new customers.  In addition to
direct sales  contacts,  the  Registrant  anticipates  that industry trade shows
(such  as  CTIA,  PCSA  `99,  Billing  World,  CBTA,  and  Telephone   Resellers
Association)  could serve as a primary  prospective  customer contact point. The
Registrant  also  intends  to develop  strategic  alliances  with a few  systems
integrators  and OEMs, to act as indirect sales  channels.  Customers can either
license TRG's  software for use in their own customer  management  operations or
hire TRG to perform the customer  management  services.  For in-house  licenses,
customers will pay an initial fee plus a recurring annual  maintenance fee. When
performing customer management services, TRG anticipates charging a fee of 3%-5%
of the customer's  annual  revenue,  which is generally lower than the customary
4%-6% fee for telecommunications billing services as described in Operations (p.
1  above).  TRG  is  currently  providing  services  to  six  customers  and  is
negotiating agreements for services with four additional customers.

     WTC intends to use its  wireless  network and  services as the showcase for
small market PCS equipment, service and service offerings for WTC's PCS services
and DATATRAK  (especially  the COMM Center and the Optical  Meter  Reader).  The
facility  has been  designed  to met the needs of Tier 3 and Tier 4 markets,  to
show  the  scalability  of  the  Registrant's  infrastructure  equipment  and to
demonstrate the data gathering operations and services. The WTC PCS network will
demonstrate to potential  customers how the DATATRAK system operates,  the costs
for installing the equipment and the revenues from each service segment.

     WTC will market  DATATRAK  through direct  contact with PCS licensees.  The
Registrant  will  participate in regional and national trade shows,  conferences
and seminars,  where WTC will provide  demonstrations  of its products using the
local wireless network.  The Registrant  expects to license DATATRAK to only one
operator or carrier in a market. The licensee will pay an equipment fee based on
the number of  households in the licensed  market or area,  plus a commission on
revenue produced by the Registrant's products. WTC also will seek joint ventures
with CLECs, ILECs and IXCs. Such joint ventures would focus on Tier 1 and Tier 2
markets,  while WTC conducts direct marketing to Tier 3 and Tier 4 markets.  WTC
has  executed  a letter  of  intent  with a CLEC for  such a joint  venture.  As
DATATRAK and WLL applications become widely accepted,  the Registrant will begin
to license its technology to manufacturers of PCS equipment,  security  systems,
and vending systems.

     To obtain PCS subscribers in its license territory,  WTC will offer several
attractive  rate  packages  based on a monthly  fixed fee.  WTC's PCS  offerings
include features not offered by cellular  competitors  that, in combination with
its rate plans,  should  create  significant  subscriber  interest for WTC's PCS
services.

                                   COMPETITION

     The  telecommunications  services industry is highly  competitive,  rapidly
evolving and subject to constant technological change. In particular,  there are
numerous companies  offering wireless services and local exchange services,  and
the Registrant  expects  competition  to increase in the future.  The Registrant
believes  that  existing  competitors  are likely to  continue  to expand  their
service  offerings  to  appeal  to  existing  or  potential   customers  of  the
Registrant.  Many  of the  Registrant's  existing  competitors  have  financial,
personnel and other resources,  including brand name recognition,  substantially
greater than that of the Registrant.

     Billing  Systems.  There are more than 10 large billing  system  providers,
such as CBIS,  Billing  Concepts,  LHSG,  ITDS,  USCS and  Saville,  all  public
companies  with sales in excess of $100  million.  Other large  billing  systems
companies  include  privately-held  Kenan  Systems  and EDS which has many other
non-billing  activities.  The  Registrant  also expects many small  suppliers to
provide  competition for TRG. The Registrant  believes that there is no dominant
smaller system supplier.

     Mobile,  Personal and Wireless Communications  Industry.  Numerous carriers
offer wireless communications,  presenting significant competition.  Competition
for wireless  service  subscribers  is based  principally  upon the services and
features  offered,  the  technical  quality  of the  wireless  system,  customer
service,  system coverage,  capacity and price. Such competition may increase to
the extent that licenses are transferred from smaller,  stand-alone operators to
large, better capitalized and more experienced wireless communications operators
who may be able to offer subscribers certain network advantages similar to those
offered by the  Registrant.  WTC  expects  to face  increased  competition  from
companies providing other communications technologies and services.

     There may be up to six PCS licensees in each PCS market.  The  Registrant's
principal  competitors  in its PCS  business  are Sprint  Spectrum  and  Western
Wireless Communications,  Inc. as well as the two existing cellular providers in
its PCS markets Alliant  Cellular and Cellular One. The Registrant also competes
with paging,  dispatch  and landline  telephone  service  providers.  One-way or
two-way paging or beeper  services that feature voice messaging and data display
as well as tone only service may be adequate for  potential  subscribers  who do
not need to speak to the caller.  The FCC has licensed  Specialized Mobile Radio
("SMR")  dispatch system  operators to construct  digital mobile  communications
systems  on  existing  SMR  frequencies,  referred  to as  ESMR,  in many  areas
throughout  the  United  States.   When  constructed,   ESMR  systems  could  be
competitive  with the  Registrant's  wireless service but these systems probably
will not deploy  rapidly in rural  areas,  and then most likely  will  initially
deploy along interstate  highways.  Similarly,  several companies have announced
plans   to   design,    construct,    deploy   and    operate    satellite-based
telecommunications  systems  worldwide.  Continuing  technological  advances  in
communications  and FCC policies  encourage  development  of new  spectrum-based
technologies may result in new  technologies  that compete with the Registrant's
PCS systems.

     Data Collection  Systems and WLL.  Immediate  competition to DATATRAK comes
from existing utility meter reading  companies that read utility meters manually
or use the  control  channel of  cellular  companies  or 800 MHz radio  systems.
Numerous  carriers,  for example AT&T, are  attempting to deploy  wireless local
loop technology.

                                   REGULATION

     The following  summary of regulatory  developments and legislation does not
purport  to  describe  all  present  and  proposed  federal,   state  and  local
regulations and legislation  affecting the  telecommunications  industry.  Other
existing federal,  state and local legislation and regulations are currently the
subject  of  judicial  proceedings,   legislative  hearings  and  administrative
proposals  which  could  change,  in varying  degrees,  the manner in which this
industry operates.  Neither the outcome of these  proceedings,  nor their impact
upon the telecommunications industry or the Registrant, can be predicted at this
time. This section  summarizes  regulatory issues pertaining to the Registrant's
operation.

     WTC's  wireless  telecommunications  services  are  subject to  significant
regulation.  To the extent  the  Registrant's  business  strategy  changes,  the
Registrant could become subject to additional regulatory requirements.  Pursuant
to the  Communications  Act of  1934,  as  amended  (the  "Communications  Act")
including as amended by the  Telecommunications  Act of 1996,  the FCC exercises
jurisdiction  over  all of  WTC's  facilities  and  services  used  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. The FCC and numerous state agencies also impose
prior approval requirements on transfers of control of certificated carriers and
assignments of regulatory authorizations.

     The  Communications  Act  restricts  foreign  ownership of  companies  that
directly or  indirectly  hold radio  frequency  licenses.  However,  the FCC has
authority  to approve  certain  levels of foreign  ownership  and  recently  has
approved  substantial foreign ownership in PCS licenses when the public interest
is served.  The Registrant has significant  indirect  foreign  ownership and has
requested FCC approval of its current ownership. The Registrant anticipates that
the FCC will approve its indirect foreign ownership of WTC's radio licenses.

     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.  The
jurisdictional  reach of  federal,  state and local  regulatory  authorities  is
subject to continuous change, controversy and judicial review. The Registrant is
unable to predict the effect or outcome of such changes, controversy or judicial
review.

                          INTELLECTUAL PROPERTY RIGHTS

     The Registrant believes its technologies  provide a competitive  advantage.
The Registrant has three pending patent  applications  for the DATATRAK and COMM
Center products.  TRG owns all intellectual  property rights in TRACCS and Intro
CCB  systems.  The  Registrant  will file  additional  patent  applications  and
amendments  as it  develops  technologies  and  will use  intellectual  property
protections,  such  as  patents,  copyrights,   trademarks,  trade  secrets  and
non-disclosure  agreements to protect its technologies  and prevent  competitors
from duplicating the  Registrant's  products.  The Registrant  believes that its
expertise in developing  technology is of far greater importance than protecting
technological  issues  through  patents,  and it  will  rely  upon  beating  its
competition  with better  technology.  However,  it will  vigorously  defend its
intellectual  property  rights as its success  depends in part on its ability to
enforce  intellectual  property  rights  for its  proprietary  billing  software
technology, both in the United States and in other countries.

     Patents are "intellectual property" conferred by congressional  legislation
and authorized by the U.S. Constitution.  Utility patents are available for new,
useful  and  non-obvious  process,  methods,  machines,  manufactured  articles,
compositions of matter or improvements of these items.  U.S. patents are awarded
based upon a first-to-invent  system,  rather than a first-to-file  system. When
more than one inventor seeks patent rights to the same invention, the method for
deciding  who was the  "first" to invent and  therefore  entitled  to the patent
rights,  is to identify the inventor that:  (1) first  formulated a definite and
permanent  idea  of  the  complete  and  operative  invention  (referred  to  as
"conception");  and (2) first "reduced the invention to practice."  Reduction to
practice  may be either  constructive  (i.e.,  filing a patent  application)  or
actual (i.e., building the invention).

     Patent  applications must be filed by the first and original inventor,  and
the application must be filed either before or within one year after the date of
any commercial  exploitation of the invention.  The average time period from the
filing date of a patent  application to issuance or abandonment is approximately
18 months although some  applications  have been pending for more than a decade.
Patent applications are usually kept strictly secret until the patent is allowed
to issue.  After an  application  is filed,  an examiner in the U.S.  Patent and
Trademark Office ("PTO") reviews the application to determine whether the patent
constitutes a new, useful and non-obvious invention.  Upon examination,  the PTO
Examiner  invariably  objects or rejects the  application,  which  requires  the
applicant to provide responsive arguments and amendments to the application.  If
the  application  is  ultimately  allowed,  the Examiner  will issue a Notice of
Allowance  and a  further  government  issue  fee  is  then  required.  A  short
description  of the invention is published in the PTO Official  Gazette when the
patent is officially issued.

     Patents allow the holders to exclude others from making,  using, or selling
the patented  invention in the United States; the duration of utility patents is
17 years.  The scope of protection  provided under a patent is determined by the
breadth and width of the invention  identified in the claims." Patent holder may
file suit in the federal district courts to enforce patents;  as a defense to an
infringement  action,  a purported  infringer may attack the patent's  validity.
Infringement of a valid patent can result in injunctive relief, a monetary award
for up to three times the amount of damages,  together  with interest and costs,
and in exceptional cases, attorney fees.

                                   LITIGATION

     Neither  the  Registrant,  WTC nor TRG are  currently  engaged in any legal
proceedings.

                                  RISK FACTORS

     Stockholders  should consider carefully the risk factors set forth below as
well as the other information  contained in this Current Report on Form 8-K when
evaluating the Registrant.

     Developmental  Stage of Business,  Products and Services.  As a result of a
1989  bankruptcy  proceeding,  the  Registrant was an inactive shell that had no
material  assets or liabilities  and no ongoing  business  activities  until the
completion  of the  RTO.  In  addition,  the  proposed  products,  services  and
associated  technology of TRG and WTC are still under development.  For example,
WTC's Optical Meter Reader,  DATATRAK systems and COMM Center have been operated
only in limited trials.  TRG has only began  marketing  software and services in
the latter party of 1998. Thus,  there is little  information for evaluating the
Registrant's  viability.  The Registrant expects to incur significant  operating
losses and to generate  negative  cash flows from research and  development  and
manufacturing  activities  during  the  completion  of the  initial  development
period. There can be no assurances as to the Registrant's ultimate success.

     New Business. Since the Registrant was inactive until completion of the RTO
and WTC and TRG  (the  "Subsidiaries")  have had only  limited  operations,  the
Registrant  must be considered  to be  essentially  a new  business.  Thus,  the
Registrant  will face the customary  risks for a new business;  availability  of
capital;  interest rates for debt financing;  manufacturing products;  rendering
services;   management  and  administration;   creating  marketing   strategies;
obtaining sales and employing experienced personnel.

     Minimal  Commercial  Experience.  To  achieve  profitable  operations,  the
Registrant  must  successfully  develop,  manufacture  and market its  products,
generate  significant demand for its communications  services and manage diverse
products and  services.  The  Registrant  has never  operated on a  consolidated
basis,   while  the   Subsidiaries   have  little   experience   in   developing
manufacturing,  marketing and selling products or services.  No assurance can be
given that the Registrant's  development efforts will be successfully completed,
that the products can be successfully manufactured, or the products and services
will be successfully  marketed or will achieve market  acceptance.  In addition,
TRG expects that services to affiliated companies will constitute  approximately
40% of its  revenue  during the first year of  operations;  however,  certain of
those  affiliated  companies have  restrictions  on related party  transactions.
Moreover, while the Registrant's products and services are related, there can be
no assurance of the successful  integration of the  Subsidiaries.  Consequently,
the  Registrant  projects  operating  losses  for  the  foreseeable  future.  In
addition,  the  Registrant is subject to certain risk factors that may cause the
Registrant's plans to change. Factors that might cause such changes include, but
are not limited to; evolving technologies and markets; competitive developments;
ability to attract  and  retain  motivated  qualified  persons;  development  of
technologies and strategies and commercialization of products incorporating such
technologies.  The failure of the  Registrant to generate  significant  customer
traffic,  implement  its products  and related  technology  in a timely  manner,
effectively manage customer services,  or operate its business at a profit could
have a material adverse effect on the Registrant's  business,  operating results
and financial condition.

     Need for Additional  Funds and Negative Cash Flow.  The  development of the
Registrant's  products and services will require significant capital in order to
complete prototype development,  pre-production testing,  continued research and
development and  manufacture  tooling.  The Registrant will require  substantial
capital  to fully  expand  its  operations,  marketing,  sales and  distribution
network along with its product development.  There can be no assurance that such
funds will be forthcoming,  or, if provided, will be available on a timely basis
or on favorable  terms, or that raising  additional  funds would not result in a
substantial additional dilution to existing stockholders. Furthermore, operating
expenses  and  capital  expenditures  will  result in the  Registrant  incurring
negative cash flow until sufficient  products and services are sold to cover the
cost of operations.

     Management.  The  Registrant's  Board and its  management  will operate and
manage  the  Registrant's  business  and the  Stockholders  will  have no direct
control over the Registrant's business and operations. There can be no assurance
the Registrant  will be managed  profitably or  efficiently.  The success of the
Registrant  will depend to a large extent upon the ability of management to hire
experienced  and competent  personnel to expand the market for the  Registrant's
products and keep the Registrant profitable.

     Forward Looking  Information.  Certain statements contained or incorporated
by reference in this Current Report on Form 8-K,  including without  limitation,
statements containing the words "believes,"  "anticipates,"  "expects" and words
of similar import, constitute "forward-looking statements." Such forward-looking
statements  involve  known and unknown  risks,  uncertainties  and other factors
which  may  cause  the  actual  results,  performance  or  achievements  of  the
Registrant,  or industry  results,  to be materially  different  from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking  statements.  Certain of these  factors are  discussed in detail
below  and  elsewhere  herein.  Given  these  uncertainties,   stockholders  are
cautioned not to place undue reliance on such forward-looking statements.

     Sales and Marketing.  The Registrant has limited experience in this type of
sales,  marketing or  distribution.  To market its products  and  services,  the
Registrant  must develop a  substantial  sales force with  technical  expertise.
Since the  Registrant's  products and services are  relatively new and unproven,
demand is only  speculative.  There can be no assurance  that actual demand will
arise for the  Registrant's  products and  services.  Moreover,  the  Registrant
currently  does  not have  many  existing  contracts  for the  provision  of its
products and services.  There can be no assurance  that the  Registrant  will be
able to build a sales  force or that its sales  and  marketing  efforts  will be
successful.

     Technological  Uncertainty.  The Registrant's business strategy relies upon
the DATATRAK systems and the COMM Center and demonstrating its viability through
its own and other wireless  communications  service  offerings.  Enhancements to
these  products  and  to  TRG's  software  are  continually  under  development.
Unforeseen problems could emerge with respect to the products and software.  The
limited  testing and operation that have occurred do not  necessarily  prove the
viability or efficacy of the products and services  when fully  deployed or in a
situation with heavy telecommunications traffic. The telecommunications industry
is  subject to rapid and  significant  changes  in  technology.  There can be no
assurance that the Registrant will maintain  competitive services or develop new
technologies  on a timely basis or on  satisfactory  terms.  Failure to maintain
competitive  services  or to  develop  new  technologies  could  have a material
adverse effect on the  Registrant's  business,  operating  results and financial
condition or possibly even render stockholders' investments worthless.

     Customers. The Registrant currently has few customers but believes that its
products  and  services  can be marketed  to a wide range of  telecommunications
companies,  such as PCS  providers,  ILECs,  CLECs,  IXCs and OEMs.  Many of the
Registrant's  likely customers could be new entrants or smaller  companies,  who
themselves face significant risks, especially competition from large established
companies,  need for substantial additional capital and development of their own
businesses.  Consequently,  the  Registrant may be dependent upon such companies
becoming  successful.  Larger industry  participants,  such as the Regional Bell
Operating Companies ("RBOCs"), have substantial embedded investment. As a class,
they have  demonstrated  a tendency  to be risk  averse and are  distrustful  of
change or technological innovation without cautious,  time-consuming testing and
evaluation.  They also tend to purchase from major hardware and software vendors
that they have  utilized  previously  and with whom they have  ongoing  business
relationships. This phenomenon, sometimes referred to as "the inertia of capital
commitment" is a barrier to market  acceptance of the Registrant's  products and
services.  Without  some  level of market  acceptance,  the  probability  of the
Registrant's long-term success is greatly diminished.

     Patents and Proprietary  Rights.  The Registrant relies on a combination of
patent, copyright and trademark laws, and on trade secrets,  confidentiality and
non-disclosure  agreements  and other  contractual  provisions  to  protect  its
proprietary  rights,   which  measures  afford  only  limited  protection.   The
Registrant  currently has several pending patent  applications.  There can be no
assurances that patents will be timely issued or that the Registrant's  means of
protecting  its  proprietary  rights in the  United  States  or  abroad  will be
adequate  or  that   competitors   will  not   independently   develop   similar
technologies.  The Registrant's future success will partly depend on its ability
to protect its  proprietary  rights to the  technologies  used in its  principal
products.  Despite the Registrant's  efforts to protect its proprietary  rights,
unauthorized parties may attempt to copy aspects of the Registrant's products or
obtain  and use  information  that the  Registrant  regards as  proprietary.  In
addition,  the laws of some foreign countries do not protect  proprietary rights
as fully as do the laws of the United States. There can be no assurance that any
issued  patent will  preserve the  Registrant's  proprietary  position,  or that
others  will not be able to develop  technologies  similar to or superior to the
Registrant's  technology.  Failure of the  Registrant to enforce and protect its
intellectual  property  rights  could  have a  material  adverse  effect  on the
Registrant's business, operating results and financial condition.

     In the future,  third parties,  including  competitors  of the  Registrant,
might  assert  patent,  copyright  and  other  intellectual  property  rights to
technologies  that are  important  to the  Registrant  or that are  relevant  to
products that might be of interest to the Registrant.  The Registrant also might
receive  notices of claims of the  intellectual  property rights that such third
parties have obtained. The Registrant might be subject to infringement claims as
the number of products and competitors in the  telecommunications  industry grow
and the  functionality  of products  overlap.  Any  infringement  claim or other
litigation  against or by the Registrant could  materially  adversely affect the
Registrant's business, operating results and financial condition.

     Limited  Intellectual  Property   Protections.   The  Registrant  is  still
obtaining copyrights,  patents and other intellectual property protections.  The
Registrant  also must  maintain  intellectual  property  rights and trade secret
protection  and must operate  without  infringing on the  proprietary  rights of
third  parties.  There can be no assurance  that the  Registrant can obtain such
intellectual property  protections,  that the Registrant will develop additional
proprietary  products that will receive intellectual  property protection,  that
any   intellectual   property  rights  will  provide  the  Registrant  with  any
competitive  advantages or will not be challenged by any third parties,  or that
the  intellectual  property  rights  of others  will not  adversely  affect  the
Registrant's ability to conduct business. Furthermore, there can be no assurance
that others will not independently  develop similar  products,  duplicate any of
the Registrant's services, or, if intellectual property rights are issued to the
Registrant,  design around those intellectual  property rights. No assurance can
be given that any licenses the  Registrant  may be required to obtain to patents
or other  proprietary  rights of third parties would be made  available on terms
acceptable to the  Registrant.  If the Registrant does not obtain such licenses,
it could encounter  delays in market  introductions  while it attempts to design
around such  intellectual  property rights,  or could find that the development,
manufacture or sale of products requiring such licenses could be foreclosed.  In
addition,  the Registrant could incur  substantial  costs in defending itself in
suits brought against the Registrant on such intellectual  property rights or in
suits in which the Registrant's  intellectual property rights may be asserted by
the Registrant against another party.

     Intellectual Property Rights of Employees, Contractors and Consultants. The
Registrant  has  utilized   employees,   contractors   and  consultants  in  the
development of its products and received  assignments of  intellectual  property
rights from such employees,  consultants and  contractors,  and their respective
employees.  Based on these  assignments and the  "work-for-hire"  doctrine,  the
Registrant should have full intellectual property rights in its products.  There
can be no assurances, however, that such employees,  contractors and consultants
and will not attempt to assert rights to the products.

     Management  of  Growth.   The   Registrant's   expected  growth  may  place
significant strains on its management,  staff, working capital and operating and
financial  control systems.  There can be no assurance that  management,  staff,
working capital and systems will be adequate to support the Registrant's  future
anticipated  growth.  The  failure to recruit  qualified  staff,  to continue to
upgrade  operating and financial  control  systems or to respond  effectively to
difficulties  encountered  during expansion could have a material adverse effect
on the Registrant's business, financial condition and results of operations.

     Competition.   The   telecommunications   services   industry   is   highly
competitive,  rapidly evolving and subject to constant  technological change. In
particular,  there are numerous  companies  offering wireless services and local
exchange  services,  and the Registrant  expects  competition to increase in the
future. The Registrant believes that existing competitors are likely to continue
to expand their service  offerings to appeal to existing or potential  customers
of the Registrant. Many of the Registrant's existing competitors have financial,
personnel and other resources,  including brand name recognition,  substantially
greater than that of the  Registrant.  New  competitors  are likely to enter the
telecommunications market, some of whom may have financial,  personnel and other
resources, including brand name recognition,  substantially greater than that of
the Registrant.  In addition, the  telecommunications  regulatory environment is
undergoing significant change. As this regulatory  environment evolves,  changes
could create  greater or unique  competitive  advantages  for all or some of the
Registrant's  current  or  potential  competitors,  or could  make it easier for
additional parties to provide services or products.

     Regulation.   Telecommunications   services  are  subject  to   significant
regulation at the federal, state, local and international levels,  affecting the
Registrant and its existing and potential  competitors.  Delays in receiving the
required regulatory  approvals or the enactment of new and adverse  legislation,
regulations or regulatory requirements may have a material adverse effect on the
Registrant's business,  operating results and financial condition.  In addition,
future   legislative,   judicial  and  regulatory  agency  actions  could  alter
competitive  conditions in the markets where the Registrant  intends to operate,
in ways disadvantageous to the Registrant.

     The Registrant  currently is subject to federal and state regulation of its
wireless  communications  services,  local  wireless  loop  services  and may be
subject to  regulation  of any future  services  that are deemed local  exchange
services.  At the federal level,  provision of PCS and other  wireless  services
requires radio frequency licenses from the FCC or a contractual arrangement with
a licensee.  The  Registrant  must  maintain  tariffs  containing  the currently
effective  rates,  terms and  conditions  for those  services.  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. WTC will file interstate tariffs with the FCC and state tariffs with the
State of Nebraska  and the states where the  Registrant  is certified to provide
wireless  local  exchange  services.  Intrastate  services  and  local  exchange
services  are  subject  to  various  state  laws  and   regulations,   including
certification,  notification,  registration and tariffing requirements.  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
Registrant  or that domestic or  international  regulators or third parties will
not  raise  material  issues  with  regard  to the  Registrant's  compliance  or
non-compliance with applicable laws and regulations.

     Restrictions on the Registrant's  Ownership or Operation of Radio Licenses.
WTC currently holds radio  frequency  licenses to provide PCS and other wireless
services  including  paging.  The  Communications  Act imposes  restrictions  on
foreign ownership of companies holding radio frequency  licenses.  However,  the
FCC has authority to approve  certain levels of foreign  ownership.  A principal
stockholder of the  Registrant is not a U.S.  citizen,  so the  Registrant  must
obtain FCC approval  before  acquiring WTC, and has made an application  for FCC
consent to the  transaction.  Based on the FCC's  current  policies,  Telemetrix
believes that the FCC will approve its acquisition of WTC. However, there can be
no assurance that the  Reorganization  will be acceptable to the FCC. If the FCC
does  not  approve  Telemetrix's  acquisition  of WTC,  WTC's  licenses  must be
transferred to a qualified owner before the Registrant could acquire WTC.

     Dependence  on Key  Personnel.  The  Registrant  must  procure  and  retain
exceptional  key  personnel  to  achieve  substantial,  sustainable  growth  and
profitability. The Registrant's success depends to a significant degree upon the
continuing  contributions of key management,  sales, marketing,  engineering and
product development personnel. The Registrant's business is currently managed by
a small  number  of key  management  and  operating  personnel.  The  Registrant
believes  that its future  success will depend in large part upon its ability to
attract and retain  highly  skilled  managerial,  sales,  marketing  and product
development  personnel.  The  loss  of the  services  of key  personnel,  or the
inability to attract,  recruit and retain  sufficient  or  additional  qualified
personnel,  could significantly  impede the Registrant's  ability to achieve its
financial,  expansion,  marketing  and other  objectives,  with a  corresponding
material adverse effect on the Registrant.

     Concentration  of  Voting  Power.  Certain  principal  stockholders  have a
substantial  percentage of the total voting power.  After  completion of the WTC
acquisition,   the  Registrant's   principal  stockholders  will  hold,  in  the
aggregate,  approximately 91% of the Registrant's Common Stock. As a result, the
principal  stockholders,  if they act together,  could exercise control over the
Registrant's business, policies and affairs, and would have the power to approve
or disapprove all actions requiring Stockholder  approval,  including amendments
to  the  Certificate  of  Incorporation  and  Bylaws,  purchases  and  sales  of
properties, and removal of management.

      Limited Market for the Securities.  While the Registrant's Common Stock is
quoted on the NASD's Over-The-Counter Bulletin Board ("OTC-BB"), there currently
is a very limited market for the resale of the Common Stock and the Registrant's
Common  Stock has not  traded  actively  since the late  1980s.  Therefore,  the
Registrant's  existing  stockholders  might be  unable  to sell or to  otherwise
dispose of all or any portion of their  shares of Common  Stock.  In the future,
the Registrant will apply for listing on the Nasdaq or other national securities
exchanges.  There can be no assurance  that the  Registrant's  Common Stock will
qualify for listing on the Nasdaq or any securities exchange or that any trading
market that does  develop will be active or  sustained.  The lack of an exchange
listing will prevent  access to larger  public  trading  markets with a possible
corresponding loss of appeal to private markets,  thereby reducing the liquidity
of the Registrant's Common Stock.

     Absence of Dividends on Common Stock. The Registrant  intends to retain any
future earnings to finance the  development  and expansion of its business.  The
Registrant  therefore  does not  anticipate  paying any  dividends on its Common
Stock in the foreseeable future.

     Indemnification   of   Management.    The   Registrant's   Certificate   of
Incorporation  and By-laws are  intended to take full  advantage of the enabling
provisions of the General Corporation Law of the State of Delaware ("GCLD") with
respect to limiting the personal liability of its officers, directors, employees
and agents.  The  Certificate  of  Incorporation  and By-laws  provide  that the
Registrant may indemnify current and former directors,  officers,  employees and
agents,  and persons serving in similar  capacities in the subsidiaries or other
entities in which the Registrant has an interest to the fullest extent permitted
by the GCLD.  Thus, the Registrant may be prevented from recovering  damages for
certain  alleged  errors or  omissions  by the  officers  and  directors  of the
Registrant. Under the Registrant's By-laws, indemnification payments may only be
made upon a determination that the indemnified person acted in good faith and in
a manner such person  reasonably  believed to be in, or not opposed to, the best
interests of the Registrant and, with respect to a criminal  proceeding,  had no
reasonable cause to believe such conduct was unlawful.  Such determination shall
be  made  (i) by a  majority  of the  disinterested  members  of  the  Board  of
Directors,  (ii) by independent legal counsel in a written opinion,  or (iii) by
the  stockholders.  It is the  position  of the SEC  that  exculpation  from and
indemnification  for  liabilities  arising  under  the  Act and  the  rules  and
regulations thereunder is against public policy and therefore unenforceable.

     Year 2000  Incompatibility.  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 similar normal business  activities.  The Registrant  believes that
its computer systems,  products and services are Year 2000 compatible;  however,
the Registrant has not yet fully assessed the Year 2000 compatibility of all its
equipment,  products and services,  or of third parties with whom the Registrant
transacts  business.  The Registrant  believes that adequate resources have been
allocated for the purpose of evaluating its Year 2000 compatibility and does not
expect to incur significant  expenditures to address this issue. However,  there
can be no assurance that the Registrant  will identify all Year 2000 problems in
its  systems  in  advance  of  their  occurrence  or  that  the  Registrant  can
successfully  remedy any  problems  that are  discovered.  The  expenses  of the
Registrant's efforts to address such problems, or the expenses or liabilities to
which the  Registrant  may become  subject as a result of such  problems,  could
materially  adversely affect the  Registrant's  business,  prospects,  operating
results,  financial condition and its ability to service and repay indebtedness.
In addition,  the revenue stream and financial  stability of existing  customers
may be adversely impacted by Year 2000 problems,  which could cause fluctuations
in the Registrant's revenues and operating profitability.


                                   MANAGEMENT

     The business affairs of the Registrant are managed by a Board of Directors,
which presently consists of one member,  Ms. Sally A. Fonner.  Effective at 8:00
a.m., Denver Time, on April 25, 1999, Ms. Fonner will resign her position as the
Registrant's  sole director and appoint a successor Board consisting of four New
Directors nominated by the former stockholders of TRG and WTC.

     The day to day  business  affairs of the  Registrant  are  entrusted to its
executive  officers.  The officers,  who are appointed by the Board, hold office
for  the  periods  specified  in  their  respective  employment  agreements.  In
connection with the RTO, the former stockholders of TRG and WTC have nominated a
slate of four New Directors  who will assume their  positions on April 25, 1999.
Immediately  thereafter,  the newly  constituted  Board  will  nominate  certain
officers to manage the  affairs of the  Registrant.  The  nominees of the former
stockholders  of TRG and WTC, and the  positions to be held by each such nominee
are set forth below. After their  appointment,  it is anticipated that the newly
appointed  directors  and officers of the  Registrant  will continue to serve in
such capacities for the foreseeable future.

            Name                           Age  Positions
      William W. Becker...................  70  Chairman of the Board
      Oz Pedde............................  57  Chief   Executive   Officer  &
                                                Director
      Michael J. Tracy....................  53  President,     Treasurer     &
                                                Director
      Michael L. Glaser...................  59  Secretary & Director

     William W.  Becker,  Chairman of the Board.  Mr.  Becker is the  authorized
representative  of HHL and also  serves as  Chairman  of TeleHub  Communications
Corporation,  a  telecommunications  services  provider,  and SkyConnect Inc., a
Colorado-based  cable  services  firm.  He has been active in the industry for a
number of years,  most recently as an initial investor and developer of IntelCom
Group  Inc.  (now  known  as  ICG  Communications,   Inc.),  an  American  Stock
Exchange-listed competitive access provider. Mr. Becker has founded and controls
a number of  companies  involved in  telecommunications,  cable TV, oil and gas,
real estate development, and other industries.

     Oz (Oswald) Pedde,  Chief Executive Officer and Director.  Mr. Pedde became
associated  with  Telecommunications  Resource  Group Inc. in October  1998.  He
previously  was  President  and CEO of  Watson &  Associates,  a  Toronto  based
telecommunications  service and  consulting  firm from  January  1998 to October
1998. From 1995 to 1998, Mr. Pedde was self-employed as a consultant.  From 1991
to 1995,  Mr.  Pedde was  President  and CEO of Manitoba  Telephone  Systems,  a
diversified  Canadian  telecommunications  company  and was one of the  founding
members  of the  Council  of  CEOs  that  created  the  "Stentor  Alliance,"  an
association of Canada's major telephone companies. During such period, Mr. Pedde
was also a director of Telesat,  Canada's satellite carrier.  Mr. Pedde also has
been as a director of TeleHub  Communications  Corporation (an affiliate of HHL)
since March 1998.

     Michael J. Tracy,  President,  Treasurer & Director. Mr. Tracy currently is
President of Tracy  Broadcasting  Corporation,  licensee of KMOR,  KOAQ and KOLT
AM/FM radio in Scottsbluff,  Nebraska. He is also President of Tracy II, Western
Total  Communications  (WTC). Mr. Tracy's  professional career began in 1969, as
Director of Instrumental Music with a Nebraska secondary school. A year later he
became Vice President of City and Country  Insurance  company.  He started Tracy
Broadcasting   Corporation  in  1976  and  in  1982,   developed  Western  Total
Communications  (WTC), a paging, PCS and mobile telephone company.  His years of
experience  with WTC led to the  development  of the DATATRAK  system,  a unique
package of communications  services for home and business that includes Wireless
Local Loop, utility meter reading, alarm monitoring,  appliance control and much
more. Mr. Tracy has been a member of several civic and professional  boards,  as
well as a lecturer for the University of Nebraska.

     Michael L. Glaser, Vice President,  Secretary & Director.  Mr. Glaser has
over thirty years legal and  regulatory  experience in the  telecommunications
field.  Mr.  Glaser  currently is a  stockholder  of Haligman  Lottner Rubin &
Fishman,  P.C., the Registrant's legal counsel in Denver,  Colorado,  which he
joined in January 1996. Previously,  Mr. Glaser was a director and stockholder
of Hopper and Kanouff,  P.C., from July 1992 to January 1996, and a partner at
Holme  Roberts & Owen from July 1990 through June 1992.  Mr.  Glaser serves as
Co-Chairman  of  the   Telecommunications   Law  Forum  of  the  Colorado  Bar
Association,  and is  licensed  to  practice  in  Colorado,  Maryland  and the
District of Columbia.  Mr. Glaser received both his  undergraduate  degree and
law degree (with honors) from the George Washington University.

     The Board currently does not have any committees;  after the appointment of
the  New  Directors,  the  Board  intends  to  form  an  Audit  Committee  and a
Compensation Committee. The Audit Committee will review the services provided by
the  Registrant's   independent   accountants,   consult  with  the  independent
accountants  on audits and proposed  audits of the Registrant and review certain
filings  with the SEC and the  need for  internal  auditing  procedures  and the
adequacy  of  internal  controls.  The  Compensation  Committee  will  determine
executive  compensation and review  transactions  between the Registrant and its
affiliates, including any associates of affiliates.

                             Executive Compensation

     Compensation of Executive Officers and Directors. No officer or director of
the Registrant has received any cash compensation for services  performed during
the four years prior to the RTO. In connection  with the plan of  reorganization
approved by the Company's  stockholders,  certain persons  designated by Capston
received  300,000  shares of  Common  Stock for  administrative  and  management
services.  Ms.  Fonner,  the  Registrant's  former sole  officer  and  director,
received 110,500 of those shares for her personal account.  The Registrant's new
directors and officers (who are also the principal  stockholders) initially will
not  receive  any  compensation.  After the  Registrant  formulates  and  begins
implementing its business plans, the Board of Directors'  Compensation Committee
will address executive and director compensation.

     Compensation Committee Interlocks and Insider Participation in Compensation
Decisions.  During 1998,  the Board did not have a Compensation  Committee;  the
Board  has the  responsibility  to review  all  Executive  Officer  compensation
issues.  The current  Board will  establish a  Compensation  Committee  to adopt
executive compensation policies.

     Executive  Employment  Contracts.  There  are  no  employment  agreements
between the Registrant and any of its current or former officers.

     Certain Transactions.  TeleHub Communications  Corporation ("TeleHub"),  an
affiliate  of  HHL,  recently  hired  TRG  to  provide  billing  processing  and
consulting  services.  TRG  billed  TeleHub  approximately  $458,000  for  these
services  during 1998,  and TRG continues to provide such services  during 1999.
Additionally,  in February  1999,  TRG  entered  into a letter of intent to sell
TeleHub a license for the TRG billing  software license for  approximately  $2.5
million.  In March 1999,  TeleHub advanced $250,000 to TRG, which represents 10%
of the software  license fee. This advance is refundable,  less outstanding fees
for any services rendered.

     Michael J. Tracy ("Tracy") owns the building in Gering, Nebraska from which
WTC conducts its operations. WTC pays Tracy a monthly rental rate of $2,500. The
terms and conditions of the rental arrangement are market conditions.

Item 4.
CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT.

     The financial  statements of the  Registrant.  for the years ended December
31,  1998 and 1997 were  audited by the firm of Want & Ender,  Certified  Public
Accountants. In connection with the acquisition of TRG and WTC, the firm of Fred
A. Lockwood & Company,  Certified Public  Accountant,  was retained to audit the
financial statements of WTC as of December 31, 1998 and their related statements
of income,  cash flows and shareholders  equity for the year then ended, and the
Company is currently  negotiating a retainer  with BDO Seidman,  LLP, in Denver,
Colorado, with respect to the audit of TRG's financial statements as of December
31, 1998 and their  related  statements of income,  cash flows and  shareholders
equity for the year then ended.  During the fiscal years ended December 31, 1998
and 1997, and the subsequent  interim  periods  preceding the appointment of the
foregoing, there were no reportable disagreements between the Registrant and the
firm of Want & Ender, Certified Public Accountants,  on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure.

Item 5.
OTHER EVENTS

     Based on a  resolution  approved by the  affirmative  vote of a majority in
interest  of its  stockholders,  the  Registrant  changed  its name  from  Arnox
Corporation to Telemetrix Inc. on March 31, 1999.

Item 6.
RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS.

     No director has resigned or declined to stand for  re-election to the Board
of Directors since the date of the last annual meeting of  stockholders  because
of  any  disagreement  with  the  Registrant  on  any  matter  relating  to  the
Registrant's operations, policies or practices.

     As a condition of the RTO,  Ms.  Fonner  agreed to resign as the  Company's
sole director and appoint four New Directors  nominated by the  stockholders  of
TRG and WTC. The New Directors will not assume  office,  until 10 days after the
Company   mails  the  Notice   required  by  SEC  Rule  14(f)-1  to  all  record
stockholders. At that time, Ms. Fonner will appoint a successor Board consisting
of four New Directors and resign from the Board.  Thereafter,  the New Directors
and the executive officers they appoint will manage the Company's business.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

(a)   Financial statements of businesses acquired.

     (i)  Financial  Statements  for  Telemetrix  Resource  Group,  Inc.,  a  
Colorado corporation.
         TRG  recently  completed  its  fiscal  year  and is in the  process  of
         preparing  audited  financial  statements for the periods  specified in
         Item 310(c) of Regulation S-B.  Consequently,  it is  impracticable  to
         provide the required financial statements for TRG with this filing. The
         Registrant  expects to file the required audited  financial  statements
         for TRG under cover of Form 8 within 60 days after this Current  Report
         was filed.

     (ii) Financial Statements for Tracy II Corporation, a Nebraska corporation.
         WTC  recently  completed  its  fiscal  year  and is in the  process  of
         preparing  audited  financial  statements for the periods  specified in
         Item 310(c) of Regulation S-B.  Consequently,  it is  impracticable  to
         provide the required financial statements for WTC with this filing. The
         Registrant  expects to file the required audited  financial  statements
         for WTC under cover of Form 8 within 60 days after this Current  Report
         was filed.

 (b) Pro forma financial information.

         While  the  Registrant  has  commenced  the  preparation  of pro  forma
         financial  statements  for the  periods  specified  in Item  310(d)  of
         Regulation  S-B,  the  financial  statements  from  which the pro forma
         financial statements will be derived are currently undergoing audit and
         are not expected to be completed until mid-June. This Current Report on
         Form 8-K will be amended to provide the pro-forma financial  statements
         required by Item 310(d) of Regulation S-B within the prescribed  period
         of time.

 (c) Exhibits.

   (2.1) Reorganization  Agreement,  dated March 22, 1999, between and among the
         Registrant, TRG, WTC and the stockholders of TRG and WTC


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  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., a Delaware corporation
(formerly known as Arnox Corporation)
April 14, 1999

By:             /s/           
Sally A. Fonner, Chief Executive Officer




- --------
1 The U.S. PCS markets have been divided into Basic  Trading  Areas  ("BTAs") as
  defined by Rand-McNally and then sorted by size and segmented into four tiers.
  These  tiers are  defined  by total  population  as: - Tier 1 - Top 10 BTAs by
  population -  Population = 74,444,000 - Tier 2 - Next 40 BTAs by  population -
  Population = 72,140,000 - Tier 3 - Next 100 BTAs by  population - Population =
  55,584,000 - Tier 4 - Rest of U.S. markets - Population = 50,366,000