TELEMETRIX INC.
                      (formerly known as Arnox Corporation)
                             1612 N. Osceola Avenue
                            Clearwater, Florida 34615
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            INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE
              SECURITIES EXCHANGE ACT OF 1934 AND SEC RULE 14f-1

          NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
                                 April 15, 1999
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     This Information Statement ("Notice") is being mailed on or about April 15,
1999, to the  stockholders of Telemetrix Inc., a Delaware  corporation  formerly
known as Arnox  Corporation  (the "Company"),  to inform the  stockholders  that
effective at 8:00 a.m., Denver Time, on April 25, 1999, Ms. Sally A. Fonner will
resign her position as the Company's sole director and appoint a successor Board
of Directors  (the "Board")  consisting of four members  identified  herein (the
"New  Directors").  This  change  in the  Board was a  negotiated  element  of a
recently announced business combination  agreement (the "Agreement") between the
Company,  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.  No  action  of the  Company's
stockholders is required in connection with the appointment of the New Directors
and  proxies  are  not  being  solicited.  Nonetheless,  Section  14(f)  of  the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  requires the
Company to mail this Notice to its  stockholders  before the  appointment of the
New Directors can take effect.

     Please read this Notice carefully.  It describes the terms of the Agreement
and contains  certain  biographical  and other  information  concerning  the New
Directors.  Additional  information  about the Agreement and the business of the
Company is contained in the Company's Current Reports on Form 8-K dated March 31
and April 14, 1999  ("Reports"),  which were filed with the U.S.  Securities and
Exchange Commission ("SEC"). The Reports and their accompanying  exhibits may be
inspected  without charge at the Public  Reference  Section of the Commission at
Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington,  DC 20549. Copies of such
material may also be obtained from the Commission at prescribed  rates.  The SEC
also  maintains  a  Web  site  that  contains  reports,  proxy  and  information
statements and other  information  regarding  public companies that file reports
with the SEC.  Copies  of the  Reports  may be  obtained  from the  SEC's  EDGAR
archives at http://www.sec.gov/cgi-bin/srch-edgar.

     This Notice was prepared by the Company,  except that information about the
New  Directors  was  furnished  to the  Company  by the New  Directors.  The New
Directors  assume no  responsibility  for the  accuracy or  completeness  of the
information prepared by the Company.

            NO     VOTE  OR  OTHER  ACTION  BY  THE  COMPANY'S  STOCKHOLDERS  IS
                   REQUIRED IN RESPONSE TO THIS NOTICE.
                        PROXIES ARE NOT BEING SOLICITED.







                     DESCRIPTION OF THE BUSINESS COMBINATION

     Capston Network Company and its president, Sally A. Fonner, who also serves
as  the  Company's  sole  director,   have  been  actively  seeking  a  business
combination  opportunity for the Company since August, 1996. After investigating
a number of opportunities,  Capston negotiated a business  combination on behalf
of the Company with TRG, WTC and their  respective  stockholders and the Company
subsequently  entered  into the  Agreement  on March 22,  1999.  This  Agreement
effected a form of  business  combination  that is  commonly  known as a reverse
takeover, or "RTO." In an RTO the stockholders of a privately-held company, such
as TRG and WTC,  exchange their private company shares for newly issued stock of
a public company. As a result, the privately-held company becomes a wholly-owned
subsidiary of the public  company and due to the large number of public  company
shares  that  are  customarily  issued  to  stockholders  of the  privately-held
company,  those  stockholders  end up with a controlling  interest in the public
company and are then free to appoint a new Board of Directors and assume control
of the company.

     On March 31, 1999, in preparation for the RTO, the Company changed its name
to Telemetrix Inc, and effected a "reverse  split" where its outstanding  common
stock ("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.  In  connection  with the RTO, the Company  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 Company  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  notice  and  there  will  be  approximately
12,887,000 shares of Common Stock issued and outstanding upon the closing of the
WTC acquisition  (assuming no additional  shares are issued during the interim).
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 Notice and will  constitute  approximately  90% of the  outstanding  Common
Stock after the WTC Closing.

     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 files this Notice with the U.S.  Securities and Exchange Commission (the
"Commission") and sends copies of the Notice 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.

                   OUTSTANDING SECURITIES AND VOTING RIGHTS

     The authorized  capital stock of the Company consists of 25,000,000  shares
of  $0.001  par  value  common  stock  and  5,000,000  shares of $0.01 par value
preferred  stock.  The  preferred  stock may be issued in one or more  series as
determined  by the Board of  Directors,  and the board is  authorized to fix the
rights,  preferences,  privileges and restrictions of any such series. The Board
of Directors  may,  without  stockholder  approval,  provide for the issuance of
preferred  stock that could have voting,  conversion or other rights superior to
the rights of holders of Common  Stock and such an action  could have the effect
of delaying or  preventing a change in control of the  Company.  At December 31,
1998,  the  Company  had   approximately   1,800   stockholders  of  record  who
collectively owned 3,439,247 shares of Old Common. As described in the Company's
Current Report on Form 8-K, dated April 5, 1999, these shares of Old Common were
consolidated into  approximately  320,000 shares of Common Stock effective March
31, 1999. After giving effect to the RTO,  including the WTC Closing,  there are
approximately  12,887,000  shares of Common Stock issued and at the date of this
Notice. No shares of preferred stock are outstanding. All issued and outstanding
Common Stock of the Company is fully paid and nonassessable.

Common Stock

     Holders of shares of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company. Except as may be
required  by  applicable  law,  holders of shares of Common  Stock will not vote
separately as a class,  but will vote  together with the holders of  outstanding
shares of other classes of capital  stock.  There is no right to cumulate  votes
for the election of directors.  A majority of the issued and outstanding  shares
of Common Stock constitutes a quorum at any meeting of stockholders and the vote
by the  holders of a majority  of the  outstanding  shares is required to effect
certain fundamental corporation changes such as liquidation, merger or amendment
of the Certificate.

     Holders of shares of Common  Stock are entitled to receive  dividends,  if,
as, and when declared by the Board of Directors  out of funds legally  available
therefor,  after  payment of  dividends  required to be paid on any  outstanding
shares of preferred stock. Upon liquidation of the Company, holders of shares of
Common  Stock  are  entitled  to share  ratably  in all  assets  of the  Company
remaining after payment of liabilities,  subject to the liquidation  preferences
rights of any outstanding shares of preferred stock. Holders of shares of Common
Stock have no  conversion,  redemption or preemptive  rights.  The rights of the
holders of Common  Stock will be subject to, and may be  adversely  affected by,
the rights of the holders of preferred stock.  The outstanding  shares of Common
Stock are fully paid and  nonassessable.  The shares of Common Stock issued upon
conversion  of preferred  stock,  or exercise of Warrants and payment  therefor,
will be validly issued, fully paid and nonassessable.

Preferred Stock

     Under the Company's  Certificate of  Incorporation,  the Board of Directors
has the power,  without  further  action by the holders of the Common Stock,  to
designate the relative rights and preferences of the Company's  preferred stock,
when and if issued.  Such rights and preferences could include preferences as to
liquidation, redemption and conversion rights, voting rights, dividends or other
preferences,  any of which may  adversely  affect the interest of the holders of
the Common Stock.

     While the issuance of preferred  stock can facilitate  financing,  possible
acquisitions  and other corporate  purposes,  the Board also can issue preferred
stock to delay,  defer or prevent  changes in  control  of the  Company  and may
discourage bids for the Common Stock at a premium over the market price.

      The Common  Stock of the  Company  is listed on the NASD's OTC  Electronic
Bulletin  Board under the symbol  "TLXT." Prior to the  announcement  of the RTO
there was no active trading in the Company's Old Common for several  years.  The
Company has been advised that the New Directors intend to file an application to
list the Company's Common Stock on the Nasdaq Stock Market,  but there can be no
assurances  about the timing of such  application  or whether the  Company  will
ultimately  satisfy the applicable  Nasdaq  initial  listing  requirements.  The
Company will not encourage  trading of the Common Stock until it files a Current
Report on Form 8-K containing detailed  disclosure on its business,  properties,
financial condition and risk factors.

        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table set forth the number of shares of Common Stock owned,
(a) as of the date of this Notice 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 Company's outstanding Shares.



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%


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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.


              COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

      Section  16(a) of the  Exchange  Act  requires  the  Company's  directors,
executive  officers  and  holders  of  more  than  10% of the  Company's  Shares
(collectively, "Principals") to file initial reports of ownership and reports of
changes in ownership with the SEC. The Company  believes that its Principals did
not engage in any  transactions  in the Company's  stock, so the Principals were
not required to file Section 16(a) reports and therefore the Principals complied
with all Section 16(a) filing requirements during 1998.

                                   MANAGEMENT

     The business  affairs of the Company are managed by a Board of Directors,
which presently  consists of one member,  Ms. Sally A. Fonner. The Board had 3
formal meetings during 1998 and Ms. Fonner attended every meeting.

     Effective at 8:00 a.m.,  Denver Time,  on April 25, 1999,  Ms.  Fonner will
resign her position as the Company'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  Company  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  Company.  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 Company 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  Company'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 served as
the  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 Company's independent accountants,  consult with the independent accountants
on audits and proposed audits of the Company 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  Company and its  affiliates,  including  any
associates of affiliates.

                             EXECUTIVE COMPENSATION

     Compensation  of Executive  Officers and Directors.  No Company  officer or
director has received any  compensation  for services  performed during the four
years prior to the RTO. In connection with a plan of  reorganization  previously
approved by the Company's  stockholders,  Capston (an  affiliate of Ms.  Fonner)
received  300,000 Shares for its  administrative  and management  services.  The
Company's new  directors and officers (who are also the principal  stockholders)
initially will not receive any  compensation.  After the Company  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 Company  and any of its  current or former  officers.  The Company
intends to enter into employment agreements with Messrs. Pedde and Tracy.

                CERTAIN RELATIONSHIPS AND RELATED 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 owns the  building  in  Gering,  Nebraska  from which WTC
conducts its operations. WTC pays Mr. Tracy a monthly rental rate of $2,500. The
terms and conditions of the rental arrangement are market conditions.

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

     A total of 467,000  shares of New Common  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  director  and  officer of the  Company,
received 90,000 shares of New Common 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 New Common for legal services performed
in connection with the RTO.

     All shares of New Common 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 Company 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.