UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


[X]  Current Report  Pursuant to Section 13 or 15(d) of the Securities  Exchange
     Act of 1934

Date of Report (date of earliest event reported): March 9, 2000

Commission file number 0-14724



                                 Telemetrix Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)



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


                 1225 Sage Street
                 Gering, Nebraska                                  69341
      --------------------------------------                       --------
     (Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code: (308)436-4090






                                    CONTENTS



Item 4. Changes in Registrant's Certifying Accountant.

Pursuant to Item 304 of Regulation S-K, the Registrant represents the following:

(i)   Want & Ender CPA,  P.C.  ("Want & Ender)  audited  Registrants'  financial
      statements for 1998 and prior years.  After the 1999 business  combination
      ("Combination") that changed control of Registrant, Want & Ender ceased to
      serve as Registrant's  certifying  accountants  (see Current Report on SEC
      Form 8-K filed May 17, 1999).

(ii)  BDO  Dunwoody  LLP  ("BDO")  audited  the 1998  financial  statements  for
      Telemetrix  Resource  Group Ltd., a Nova Scotia,  Canada  Corporation  and
      Telemetrix  Resource  Group  Inc.,  a  Colorado  corporation  now known as
      Telemetrix Solutions Inc.  (collectively,  "TRG"). TRG became Registrants'
      subsidiaries  in  the  Combination.  TRG  had  engaged  BDO  prior  to the
      Combination;  BDO's  engagement  was limited  solely to the 1998 financial
      statements  of  TRG  and  BDO  will  not  audit  TRG's  future   financial
      statements. Registrant has provided BDO with a copy of this Report and has
      requested  BDO  furnish  a letter  commenting  on the  disclosure  in this
      Report; Registrant will file such letter as an amendment to this Report.

(iii) Fred  A.  Lockwood  & Co.,  P.C.  ("Lockwood"),  audited  the  1998 & 1997
      financial   statements  for  Tracy  II  Corporation  d/b/a  Western  Total
      Communications,  a Nebraska  corporation  ("WTC"). WTC became Registrant's
      subsidiary  in the  Combination.  WTC had  engaged  Lockwood  prior to the
      Combination and Lockwood will not audit WTC's future financial statements.
      Registrant  has  provided  Lockwood  with a copy  of this  Report  and has
      requested  Lockwood furnish a letter  commenting on the disclosure in this
      Report; Registrant will file such letter as an amendment to this Report.

(iv)  None  of the  prior  certifying  accountants'  reports  on  the  financial
      statements  of  Registrant  or its  subsidiaries  for the past  two  years
      contained an adverse opinion or disclaimer of opinion,  or was modified as
      to uncertainty, audit scope or accounting principle.

(v)   The  appointment of the new  certifying  accountant  was  recommended  and
      approved by Registrant's Board of Directors.

(vi) During  Registrant's  two most recent fiscal years and  subsequent  interim
     period up to the date of the change in certifying  accountants,  there were
     no disagreements  with the former  certifying  accountants on any matter of
     accounting  principle or  practices,  financial  statement  disclosure,  or
     auditing  scope  or  procedure,  which  disagreement(s),  if any,  were not
     resolved to the  satisfaction  of the  predecessor  auditor,  or would have
     caused the predecessor auditor to make a reference to the subject matter of
     the disagreement(s) in connection with their report.


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(vii) Effective  March 9, 2000 the Registrant has engaged the accounting firm of
      Ehrhardt  Keefe  Steiner  &  Hottman,  Certified  Public  Accountants  and
      Consultants,  7979 East Tufts  Avenue,  Denver,  Colorado,  as  Certifying
      Accountant for the year ending December 31, 1999.

(viii) Prior  to engaging the firm,  Registrant  did not consult  with  Ehrhardt
      Keefe  Steiner  &  Hottman  with  regard  to  any  matter  concerning  the
      application of accounting principles to any specific transactions,  either
      completed or proposed, or the type of audit opinion that might be rendered
      with respect to Registrant's financial statements.


                                    SIGNATURE

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, hereunto duly authorized.

TELEMETRIX INC.


/s/ Michael L. Glaser
- -------------------------------------
Michael L. Glaser
Secretary
Date: March 14, 2000






















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