10QSB

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

FORM 10-QSB

[X] Quarterly report under Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2006

[  ] Transition report under Section 13 or 15 9d) of the Exchange Act for the Transition Period from ____________ to _______________.

TELEMETRIX INC.
(Name of small business issuer in its charter)

DELAWARE	470830931
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

7105 La Vista Place, Suite 100, Longmont, Colorado 80503
(Address of principal executive offices)

303-652-3279
(Issuer’s telephone number)

________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.       Yes  [   ]    No  [X]

Indicate by check mark whether the registrant is a small company (as defined in Rule 12b-2 of the Exchange Act).      Yes  [X]    No  [   ]

APPLIABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.     Yes  [   ]    No  [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. 24,999,682 shares of common stock outstanding as of June 15, 2006.

Transitional Small Business Disclosure Format(Check one):     Yes  [   ]    No  [X]

TELEMETRIX INC.
INDEX

	PART I - FINANCIAL INFORMATION
Item 1	Financial Statements
	Consolidated Balance Sheet as of March 31, 2006 (unaudited)	3
	Consolidated Statement of Operations for the
	Three Months Ended March 31, 2006 and 2005 (unaudited)	4
	Consolidated Statement of Cash Flows for the
	Three Months Ended March 31, 2006 and 2005 (unaudited)	5
	Notes to Consolidated Financial Statements	6
Item 2	Management’s Discussion and Analysis or
	Plan of Operations	13
Item 3	Control and Procedures	19
	PART II - OTHER INFORMATION
Item 1	Legal Proceedings	20
Item 2	Unregistered Sale of Equity Securities and Use of Proceeds	20
Item 3	Defaults Upon Senior Securities	20
Item 4	Submission of Matters to a Vote of Securities Holders	20
Item 5	Other Information	20
Item 6	Exhibits and Reports on Form 8-K	20
SIGNATURES		21

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PART I — FINANCIAL INFORMATION

Item  1.    Financial Statements

Telemetrix, Inc.
Consolidated Balance Sheet
March 31, 2006
(Unaudited)

Assets
Current assets:
Accounts receivable, net	$      280,680
Total current assets	280,680
Property and equipment, net	707,374
Other assets:
Licenses	50,780
Total Assets	$   1,038,834
Liabilities and stockholders’ (deficit)
Current liabilities:
Accounts payable	$   1,760,600
Accrued expenses	682,861
Accounts payable and accrued expenses - affiliates	8,170
Convertible debentures	1,200,000
Notes payable - affiliates	1,029,875
Notes payable	540,000
Accrued Interest-related party	104,464
Accrued Interest	36,460
Current portion of long-term debt	284,866
Total current liabilities	5,647,296
Unissuable common stock - 156,083,686 shares	20,487,554
Stockholders’ (deficit):
Preferred stock, $.001 par value, 5,000,000 shares authorized
none issued or outstanding	--
Preferred stock, series D, $.001 par value, Convertible,
liquidation preferences $30 per share, 250,000 authorized
none issued or outstanding	--
Common stock, $.001 par value,
25,000,000 shares authorized,
24,999,682 shares issued and outstanding	25,000
Paid in capital	52,165,737
Accumulated (deficit)	(77,286,753	)
Total stockholders’ (deficit)	(25,096,016	)
Total liabilities and stockholders’ (deficit)	$   1,038,834

See the accompanying notes to the consolidated financial statements.

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Telemetrix, Inc.
Consolidated Statements of Operations
Three Months Ended March 31, 2006 and 2005
(Unaudited)

	2006		2005
Revenue:
Pager	$        16,629		$        39,678
Network services	72,062		3,371
Other	71,151		47,200
Total revenue	159,843		90,249
Cost of revenue	118,760		46,029
Gross margin	41,083		44,220
Operating expenses:
Selling, general and administrative expenses	358,688		252,476
Total operating expenses	358,688		252,476
(Loss) from operations	(317,605	)	(208,256	)
Other (income) expense:
Interest expense	129,156		41,452
Total other (income) expense	129,156		41,452
Net (loss)	$    (446,761	)	$    (249,708	)
Per share information - basic and fully diluted:
Weighted average shares outstanding	24,999,682		24,999,682
Net (loss) per share	$         (0.02	)	$         (0.01	)

See the accompanying notes to the consolidated financial statements.

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Telemetrix, Inc.
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2006 and 2005
(Unaudited)

	2006		2005
Cash flows from operating activities:
Net cash (used in) operating activities	$(346,137	)	$(298,758	)
Cash flows from investing activities:
Net cash provided by (used in) investing activities	--		--
Cash flows from financing activities:
Advances from affiliates	249,000		199,000
Proceeds from debt	150,000		200,000
Payments on long-term debt and notes	(52,978	)	(46,975	)
Net cash provided by financing activities	346,022		352,025
Net increase (decrease) in cash	(115	)	53,267
Beginning - cash balance	115		11,646
Ending - cash balance	$           --		$   64,913
Supplemental cash flow information:
Cash paid for income taxes	$           --		$           --
Cash paid for interest	$   18,308		$   18,727

See the accompanying notes to the consolidated financial statements.

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TELEMETRIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
(UNAUDITED)

(1)      Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and Item 310(b) of Regulation SB. They do not include all of the information and footnotes for complete financial statements as required by GAAP. In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the Company’s financial statements as of December 31, 2005, and for the two years then ended, including notes thereto included in the Company’s Form 10-KSB.

(2)      Earnings Per Share

The Company calculates net income (loss) per share as required by SFAS 128, “Earnings per Share.” Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation.

(3)      Revenue Recognition

The Company recognizes paging and telemetry revenue, which consists of fees charged to subscribers, when services are provided. Revenue from the sale of paging equipment is recognized upon delivery to the customer. The Company recognizes revenue from network services (switching) which consists of fees for engineering services, equipment sales and fees for wireless mobile telephone interconnection (switching) services upon completion of the service or delivery of the equipment.

(4)      Property and Equipment

The Company has pledged substantially all of this property and equipment as collateral on the notes described in Note 5.

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(5)      Convertible Debentures

During October 2003 the Company entered into a funding agreement with a third party whereby the Company would be able to borrow up to $2,000,000 in the form of convertible notes. As of December 31, 2003, the Company was advanced an aggregate of $350,000 pursuant to these demand notes. The notes do not bear interest unless in default in which case interest accrued at the rate of 12% per annum. The notes had a conversion feature which allowed for conversion into the Company’s common shares at $.04 per share, which the Company suspended because of the dispute described in Note 10 with TowerGate and Nyssen. This conversion right was reinstated on November 30, 2004, upon the Company reaching a settlement agreement with TowerGate and Nyssen and the difference between the conversion price and the fair market value of the shares was charged to interest expense (see below).

As of November 30, 2004, the Company was advanced an aggregate of $1,600,025 pursuant to this funding agreement. Pursuant to an amended agreement dated November 30, 2004, the note holder converted the $1,600,025 demand note into common shares at $.04 per share receiving 40,000,000 shares of common stock. The difference between $.04 per share price and the fair market value of the shares at the time of conversion was $4,399,975 and this amount was charged to non-cash interest. In the same agreement, a entity related to this third party investor received 20,000,000 shares of common stock for non-cash stock compensation for services. The Company recorded a $3,000,000 charge to non-cash compensation.

Provided in the November 30, 2004 agreement, the note holder, its management and associates were to invest an additional $300,000 as follows:

$100,000 at $0.02 per share
$200,000 at $0.10 per share

Provided in the November 30, 2004 agreement, a related party, its management and associates were to invest an additional $300,000 as follows:

$200,000 at $0.02 per share
$100,000 at $0.10 per share

The parties described above advanced the $600,000 and agreed to convert these advances into common shares. In addition, the note holder advanced an additional $540,000, including $150,000 during the three months ended March 31, 2006, which bears interest at 15% per annum and is due on demand.

(6)      Notes payable – related parties

The Company has outstanding notes payable to affiliates in the principal amount of $1,205,000 at March 31, 2006. During the three months ended March 31, 2006, the affiliates advanced $249,000. Of the total notes payable, $467,000 is convertible into common shares of the Company at $.02 per share.

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The Company used the intrinsic value method to determine proceeds that should be allocated to the embedded beneficial conversion feature. As such, $492,000 was credited to additional paid in capital in 2004. The allocation of $467,000 will be amortized over 24 months commencing January 1, 2005, and the allocation of $25,000 was charged to interest expense during the year ended December 31, 2004.

Convertible debt - interest at 10% per annum, due on December 31, 2006	$    467,000
Demand Notes - interest at 15% per annum, due on demand	738,000
	1,205,000
Debt discount, less amortization of $316,875	(175,125	)
	$ 1,029,875

(7)      Common Stock

The Company has obligations to issue common shares at March 31, 2006, pursuant to the conversions of various loans and accrued interest, incentive shares, and services as follows:

	Shares	Amount
Officers salary	6,479,479	$     859,000
Loan incentive shares	6,055,762	719,947
Conversion of debt	47,000,000	6,300,000
Services	20,600,000	3,036,000
Conversion of related
party debt	75,948,445	9,572,607
	156,083,686	$20,487,554

The stock subscriptions have been reclassified to Unissuable common stock on the balance sheet as the Company does not have sufficient authorized shares to affect these issuances.

(8)      Commitments and Contingencies

The Company entered into a services agreement with a former officer during 2005, to provide network operations for the Company for $24,000 per month. Termination of the agreement by either party requires 60 days notice. On March 26, 2006, the Company gave 60 day notice to terminate this agreement.

The Company entered into a office lease agreement with a former officer for a monthly fee of $1,860 per month plus common area charges. The lease expires October 31, 2006.

The Company has agreed to issue certain common shares to various related parties. As of March 31, 2006, the Company does not have sufficient authorized shares to affect these issuances (see Note 5, 6 and 7).

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(9)      Going Concern

The Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has experienced significant losses from operations. For the three months ended March 31, 2006, the Company incurred a net loss of $446,761. In addition, the Company has an accumulated deficit of $77,286,753 and working capital and stockholders’ deficits of $5,366,616 and $25,096,016 at March 31, 2006.

The Company’s ability to continue as a going concern is contingent upon its ability to expand its service operations secure additional financing. The Company is pursuing financing for its operations and seeking to expand its operations. Failure to secure such financing or expand its operations may result in the Company not being able to continue as a going concern.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(10)      Litigation and Contingencies

On April 12, 2006, Michael J. Tracy filed a complaint in the District Court for Scottsbluff County, Nebraska, against the Company, in Case No. CI-06-291. Mr. Tracy is the former CEO and Director of the Company. The Complaint alleges that the Company owes Mr. Tracy $3,378,129 as of April 1, 2006, including principal and interest for loans Mr. Tracy made to the Company at various times in 2001 and 2002. The loans are represented by demand notes. On May 26, 2003, Mr. Tracy and the Company entered into an agreement for the exchange and conversion of these notes for preferred stock of Telemetrix. The Complaint alleges that Telemetrix has failed to perform this agreement. The Company has meritorious defenses to the Complaint and has filed an Answer to the Complaint asserting these defenses as well as Counterclaims against Mr. Tracy. Mr. Tracy has filed a Reply to the Company `s Counterclaims .The Company intends to vigorously defend the Complaint and prosecute the Counterclaims against Mr. Tracy.

On September 10, 2004, the Company filed a Complaint in the United States District Court in the Southern District of New York against Michael Tracy (“Tracy”), Michael L. Glaser (“Glaser”), and William W. Becker (“Becker”), in case number 04CV7255. The Complaint sought an award for compensatory damages, an injunction against Tracy, Glaser and Becker for breach of fiduciary duty, costs and expenses for litigation (except fees and other disbursements) including reasonable attorney’s fees, and against Tracy for conversion, and such other and further relief as may be deemed just and proper.

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On September 16, 2004, the Company filed a complaint in the United States District Court for the District of Nebraska, in case number 7:04CV5020, against TowerGate Finance, Ltd., (“TowerGate”) and Nyssen, LP (“Nyssen”). The Complaint alleges fraudulent misrepresentations against TowerGate, fraudulent concealment against Nyssen, breach of fiduciary duty against TowerGate, civil conspiracy against TowerGate and Nyssen, breach of contract against TowerGate, and breach of the covenant of good faith and fair dealings against TowerGate. The Complaint seeks preliminary and permanent injunction, declaratory judgment and an accounting. The Complaint also requests a jury trial.

On December 10, 2004, the Company, Tracy, Glaser and Becker and our other majority shareholders and TowerGate and Nyssen entered into a binding agreement (“Agreement”) dated as of November 30, 2004, in which the parties agreed to dismiss the above described lawsuits, and settle the dispute between them and between the Company and TowerGate and Nyssen. The agreement calls for the appointment of an interim board of directors and stipulated that so long as Becker and affiliated entities and TowerGate/Nyssen hold in excess of 25% of the outstanding voting common shares that they will be entitled to appoint two directors.

All parties to the Settlement Agreement are either beneficial owners of the Company’s common stock, current or proposed members of the Company’s management, and/or are parties or affiliates of parties involved in the Litigation that gave rise to the Settlement Agreement. Despite the filing of a December 21, 2004, Form 8-K related to this litigation, the Company has never disclosed the specific terms of the Settlement Agreement, including the relationships among the parties to the Settlement Agreement, whether and how the terms of the Settlement Agreement will be fulfilled and the existence and substance of potential violations of Delaware law and the Company’s bylaws as a result of the terms contained in the Settlement Agreement.

In the Settlement Agreement, the parties agree that the parties will undertake the following actions:

Increase the Company’s authorized share capital;

Effect material share issuances to Becker Capital Management;

Effect material share issuances to Nyssen LP and TowerGate Finance Limited; and

Adopt a stock option plan for the Company’s existing and new management.

The Settlement Agreement gives rise to the following unasserted claims, all of which expose the Company to potential shareholder lawsuits or SEC regulatory actions. The Company is attempting to comply with all of the requirements of Delaware law and the SEC requirements, but there can be no assurance that it will be able to do so. In addition, FCC approval is required for certain of the share issuances and if this approval is not obtained by the Company there may be material negative impact on the Company’s financial position and results of operations.

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Violation of Delaware Law and Corporate Bylaws.
Section 144 of the Delaware Corporation Code states:

“Interested directors; Quorum” provides that any contract or transaction between the Company and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association or other organization in which 1 or more of its directors or officers, are directors or officers, or have a financial interest requires the approval of the contract and related transactions by: (a) a majority of the Company’s disinterested directors; and (b) the Company’s shareholders.

If the Company fails to comply with either requirement (a and b above), it is subject to shareholder action. Additionally, Section 144 provides that the Settlement Agreement could potentially be voided unless it is fair to the Company. The action of increasing the Company’s authorized common stock so that it can issue large numbers of shares to the parties to the agreement, who are management, beneficial owners or affiliates, and also adopting a stock option plan for the benefit of management, may be considered unfair to the Company’s shareholders who are not party to the agreement.

The issuances of significant shares (described above) to the Company’s management and beneficial owners as provided for in the Settlement Agreement may be set aside under Delaware Corporation Law. Section 161 imposes limitations on directors’ power to issue authorized shares. Any new stock issuance, such as those provided for in the Settlement Agreement, is subject to the statutory requirements regarding quality and quantity of consideration to be received for the shares. The foregoing actions may require the vote of disinterested shareholders pursuant to Delaware Corporate Code Section 144 because all of the parties to the Settlement Agreement are either the Company’s directors and/or beneficial owners, and/or all are interested directors and/or interested shareholders.

The Company’s bylaws and Delaware corporation law require that directors be elected at any annual meeting of Shareholders.

Because the Company has a class of securities registered pursuant to the Securities Exchange Act of 1934 (“Exchange Act”), the Company must comply with Exchange Act Section 14 disclosure requirements. The Company is required to file a Proxy Statement on Form 14A or an Information Statement on Schedule 14C and will be prohibited from taking the actions set forth in the Settlement Agreement until twenty days after the filing of the Proxy or of its Definitive Information Statement.

The Company is also involved in various legal actions arising in the normal course of business management believes that such matters will not have a material effect upon the financial position of the Company.

Valley Bank and Trust Co., (“Valley Bank”) located in Scottsbluff, Nebraska, filed a Financing Statement and Security Agreement with the Secretary of State of Nebraska listing Tracy Corporation II as a debtor in March 1998 and extended on December 1, 2002. The Company is unaware of any debt owed to Valley Bank and Valley Bank has not provided any evidence of indebtedness of the Company or Tracy Corporation II. The Company has requested that Valley Bank file a termination statement with the Nebraska Secretary of State.

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Other

The Company has agreed to issue certain common shares to various related parties. As of March 31, 2006 the Company does not have sufficient authorized shares to affect these issuances.

On or about September 10, 2001, the company filed a Form S-8 Registration Statement under the Securities Act of 1933 registering 375,000 shares of common stock to be issued in accordance with a consulting agreement. On September 21, 2001, the Company issued the 375,000 shares of common stock. The Company received and acted in reasonable reliance upon legal advice and guidance from legal counsel at the time regarding the issuance, however, it has been recently advised that certain investor relations related services that were to be provided are prohibited under Regulation S-8. As such, the issuance of the 375,000 shares of common stock may have violated the registration provisions of the federal securities laws, specifically Section 5 of the Securities Act of 1933.

Subsequent to December 31, 2004, the Company made application with the FCC for approval of the shares to be issued to Becker, Nyssen, TowerGate and Becker Capital Management LLC per the settlement agreement described in the Litigation section above. The application is currently pending.

(11)      Subsequent Events

On April 3, 2006, the Company entered into a Hosting Agreement and an Equipment Services Agreement with a Nokia value added reseller located in Texas. This Hosting Agreement will allow for compliance with Federal Communications Commission and Department of Justice requirements for wireless carriers. The transition from the switch in Gering, Nebraska to Texas will take place in June 2006.

On April 26, 2006, the Company gave notice to its paging customers that it would be discontinuing providing pager services effective June 9, 2006. The Company is working with another local paging company to transition its paging customers.

As of March 31, 2006, the note holder described in Note 5 advanced the Company $840,000 and through June 7, 2006, the Company borrowed an additional $173,259. The note holder agreed to convert $300,000 of these advances into 7,000,000 shares of the Company’s common stock. The advances in excess of $300,000 bear interest at 15% and are due on demand.

As of March 31, 2006, the related party described in Note 6 advanced the company $1,038,000 and through June 7, 2006, the Company borrowed an additional $830,000. The related party agreed to convert $300,000 of these advances into 11,000,000 shares of the Company’s common stock. The advances in excess of $300,000 bear interest at 15% and are due on demand.

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Item  2.    Management’s Discussion and Analysis of Financial Condition and Plan of Operation

The following discussion should be read in conjunction with our financial statements and related notes appearing elsewhere in this Form 10-QSB and our Annual Report on Form 10-KSB for our fiscal year ended December 31, 2005. The terms “the Company,” “we,” “our” or “us” refer to Telemetrix, Inc. This discussion contains forward-looking statements based on our current expectations, assumptions, and estimates. The words or phrases “believe,” “expect,” “may,” “anticipates” or similar expressions are intended to identify “forward-looking statements.”

Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties pertaining to our business, including: (a) our history of losses makes it difficult to evaluate our current and future business and our future financial results; (b) our ability to proceed with our operating plan is dependent on our ability to obtain additional financing; (c) even if we obtain additional debt or equity financing, the value of our common stock may be diluted; (d) our ability to continue as a going concern is contingent upon our ability to expand our service operations and secure additional financing; (e) debt obligations of approximately $5 million may negatively affect our ability to expand our operations; (f) whether we will be able to keep pace with the rapid development of technology in the wireless communications services area; (g) whether our existing technology will become obsolete or too expensive to upgrade; (h) the possibility that our business will be subject to increasing government regulation and related increasing costs; and (i) our dependency upon third party providers, including roaming partners and wireless network companies, through which we obtain our interconnections throughout North America and international markets; should we lose the services of these third party providers, our operations may be negatively affected, including interruptions in our service.

Statements are made as of the filing of this Form 10-QSB with the Securities and Exchange Commission and should not be relied upon as of any subsequent date. Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

Overview

Until August 2002, our revenues were primarily generated from one way wireless communication (paging) services. Beginning in September 2002, we ceased research and development on telemetry related hardware products; instead, we began focusing on using our Personal Communications System network (PCS) to provide Global Systems for Mobile communications (GSM) network access for telemetry devices from third party providers. At that time, we began providing telemetry services, which consist of sending and receiving Short Messages, including actual text messages transmitted to and from wireless modems, the sale of and service for subscriber identity module (SIM) cards, a cost per short message, and an activation fee for subscriber/customers.

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We also provide professional, back office, and switch sharing services to medium and smaller size wireless carriers through our Network Services Division.

Divisions
We operate the following divisions:

o Telemetry and Pager Services — Our Telemetry Division offers wholesale and retail messaging services. For businesses and end users, we provide regional paging and cellular roaming services. For wholesale customers, we provide short messaging services (SMS). Wholesale SMS are sold through agreements with agents and resellers that purchase our telemetry and data services at wholesale and then resell such services at retail rates.

o Network Services — Our Network Services Division provides professional, back office, and switch sharing services to medium and smaller size wireless service providers. These services include system upgrades and integration that offer call processing, calling feature enhancements, roamer clearing and settlement, billing and other network services.

Type of Customers
Except for consumer Pager Services contracts, all of our customers are commercial customers. We have three major types of commercial customers:

o Resellers — Our resellers resell our short message services, which are often resold in combination with a specific device that the reseller offers as a part of an integrated hardware/communication service package;

o Wholesale Users — We have wholesale users, such as hardware and software developers that use our short message services for testing and development of hardware and messaging solution services; and

o Wireless Carriers — Wireless carriers purchase our services, such as switch sharing or other service enhancements.

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Revenues
Our revenues consist of the following:

o Pager — Pager revenue is derived from monthly paging service contracts with businesses and end consumers.

o Network Services – Network Services revenue is produced by our Network Services Division through incremental charges for the shared use of our central office wireless switch, which enables certain of our customers to operate a remotely located media gateway in their location via a connection with our switch in Gering, Nebraska; and

o Other — Other revenue is derived from the rental of our towers, cellular roaming revenue, and telemetry revenue that results from wholesale contracts with resellers of network access and short message services.

During the three-month period ending March 31, 2006, our total revenues of $159,843 were derived from the following:

o $16,629 from our pager related services; and

o $76,062 from our network services; and

o $71,151 from other revenue

We believe that during the year 2006 pager related revenues will continue to decline as the overall North American pager market continues the revenue decline it has experienced over the past several years. This overall decline can be attributed to the increasing usage of other wireless technologies.

We will attempt to expand our revenues by marketing our Telemetry Division’s short message service network data access and through our Network Services division for switch sharing services.

Our revenues are dependent upon the following factors:

o Our ability to secure additional agreements for wholesale reseller customers using our nationwide network access for short message service and data as well as our ability to generate an increase in usage by our existing customers;

o Our Network Service Division’s ability to sell their service offerings and implement the hardware and software for network operations and billing services;

o Our ability to hire and maintain qualified engineering and Information Technology staff that will be able to install and maintain and support the equipment and software necessary for both our Telemetry Division services as well as the Network Services Division;

o Demand for our services;

o Individual economic conditions in our markets; and

o Our general ability to market our services.

Capital Expenditures and Requirements
During 2005, we did not commit to any significant capital expenditures. If we obtain adequate funding, we expect to make the following significant capital expenditures during 2006: $550,000 for a media gateway and $250,000 for new base station equipment.

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Critical Accounting Policies and Estimates
The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts. These estimates and assumptions are evaluated on an on-going basis and are based on historical experience and various other factors that are believed to be reasonable. Estimates and assumptions include, but are not limited to, fixed asset lives, intangible assets, income taxes, and contingencies, which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements. Our principal critical accounting policies consist of revenue recognition and stock compensation. Our critical accounting policies are outlined in our audited financial statements contained in our Form 10-KSB for the year ended December 31, 2005.

Results of Operations

Comparison of Three Months Ended March 31, 2006 and 2005

Revenues. Revenues for the three months ended March 31, 2006 increased by $69,594 or 77.1% to $159,843 from $90,249 for the three months ended March 31, 2005. The increase in revenue is primarily attributable to an increase in network services to $72,062 in the three months ended March 31, 2006, from $3,371 for the comparable period in 2005. The increase is primarily due to renegotiated switch sharing services provided to Wilkes Cellular. Other revenue increased 50.7% to $71,151 from $47,200 due to increased volumes of our customers in short message reselling.

Cost of Revenues. Cost of revenues currently consists primarily of signaling charges and short message processing. Cost of revenues increased by 158.0% or $72,731 to $118,760 for the three months ended March 31, 2006 from $46,029 for the comparable 2005 period, representing 74.3% and 51.0% of the total revenues for the three months ended March 31, 2006 and 2005, respectively. The increase in the cost of revenues is attributable to high cost service providers related to our network services revenue category which consists of service agreements for signaling, billing and clearing functions. The percentage increase of cost of revenues to total revenues is due to certain fixed costs associated with short message processing.

Operating Income/(Losses). Operating income for the three months ended March 31, 2006 reflected a loss of ($317,605) compared to an operating loss of ($208,256) during the comparable 2005 period. On a year over year basis for the first quarter, our operating losses increased by 52.5% or $109,349. The increase in operating loss was primarily due to increased cost of revenue and increased general and administrative expenses.

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Selling, General and Administrative Expense. General and administrative expense increased by $106,212 or 42.7% to $358,688 for the three month period ended March 31, 2006, from $252,476 for the three-month period ended March 31, 2005. The increase in our general and administrative expenses is primarily attributable to increased costs in the accounting and legal services area relating to the 14A Application filed with the Securities and Exchange Commission in the first quarter of 2006.

Interest Expense. Interest expense for the three-month period ended March 31, 2006 increased by $87,704 or 211.6% to $129,156 as compared to $41,452 for the three-month period ended March 31, 2005. The increase in interest expense is due to related party advances and third party loans that carry interest rates of 10% to 15% as compared to lower balances of advances and loans in 2005.

Net Loss. Net loss for the three-month period ended March 31, 2006 increased by 78.9% or $197,053 to ($446,761) from ($249,708) for the three months ended March 31, 2005. Net loss per share increased to $(0.02) for the three months ended March 31, 2006, as compared to ($0.01) for the three months ended March 31, 2005.

Balance Sheet

Current Assets. Current Assets amounted to $280,680 as of March 31, 2006 representing an increase of $65,000 or 30.1% from Current Assets of $215,680 as of December 31, 2005. The increase is due to increased Accounts Receivable.

Current Liabilities. As of March 31, 2006, Current Liabilities are $5,647,296 representing an increase of $592,592 or 11.7%, from Current Liabilities of $5,054,704 as of December 31, 2005. Decreases in Accounts Payable and increases in convertible debt and notes payable to related parties account for the majority of the change from year-end 2005.

Liquidity and Capital Resources

Net cash used in operating activities for the period ending March 31, 2006 was ($346,137) compared with ($298,758) for the same period in 2005. This change can be primarily explained by the increased net loss in the first quarter of 2006 versus the first quarter in 2005.

Cash used in investing activities for the periods ended March 31, 2006 and March 31, 2005 was $0.

Cash provided by financing activities was for the period ended March 31, 2006 was $346,022 as compared to $352,025 for the period ended March 31, 2005. The cash provided in both periods is from the proceeds of convertible notes and advances from affiliates reduced by the payments on long-term debt.

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Cash at March 31, 2006 amounted to $0 from $115 at December 31, 2005. Cash at May 31, 2006 amounted to $0. The advances from related parties and third party loans are advanced to the company as needed.

Although we plan to make material purchases of capital equipment during the second quarter of 2006, we do not currently have material commitments for capital expenditures beyond June 2006. We shall continue to finance our operations mainly from loans and fundraising activities. We do not believe that our future cash flow from operations together with our current cash will be sufficient to finance our activities through the year 2006; therefore, we plan to raise money through a private placement to fund the implementation of an expanding operational plan.

As of March 31, 2006, we had an accumulated deficit of $77,286,753 and working capital and stockholders’ deficits of $5,366,616 and $25,096,016 respectively.

Our ability to continue as a going concern is contingent upon our ability to attain profitable operations and secure adequate financing.

We cannot continue to satisfy our current cash requirements for a period of twelve (12) months through our existing capital. We anticipate total estimated operating expenditures of approximately $465,000 over the next six (6) months, in the following areas:

o Salaries and labor = $225,000

o Network operating costs = $150,000

o G&A (exclusive of salaries) = $90,000

Our current cash of $0 as of March 31, 2006 as well as our cash of $0 as of May 31, 2006 will satisfy our cash requirements for less than a day.

Accordingly, we will be unable to fund our expenses through our existing assets or cash. In order to acquire funding, we may be required to issue shares of our common stock, which will dilute the interest of current shareholders. Moreover, we may still need additional financing through traditional bank financing or a debt or equity offering; however, because we have limited revenues, and a poor financial condition, we may be unsuccessful in obtaining such financing or the amount of the financing may be minimal and therefore inadequate to implement our business plans. In the event that we do not receive financing or our financing is inadequate, we may have to liquidate our business and undertake any or all of the following actions:

o Significantly reduce, eliminate or curtail our business, operating and research and development activities so as to reduce operating costs;

o Sell, assign or otherwise dispose of our assets, if any, to raise cash or to settle claims by creditors;

o Pay our liabilities in order of priority, if we have available cash to pay such liabilities;

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o If any cash remains after we satisfy amounts due to our creditors, distribute any remaining cash to our shareholders in an amount equal to the net market value of our net assets;

o File a Certificate of Dissolution with the State of Delaware to dissolve our corporation and close our business;

o Make the appropriate filings with the Securities and Exchange Commission so that we will no longer be required to file periodic and other required reports with the Securities and Exchange Commission, if, in fact, we are a reporting company at that time; and

o Make the appropriate filings with the National Association of Security Dealers to affect a delisting of our stock.

Based upon our current assets, however, we would not have the ability to distribute any cash to our shareholders.

If we have any liabilities that we are unable to satisfy and we qualify for protection under the U.S. Bankruptcy Code, we may voluntarily file for reorganization under Chapter 11 or liquidation under Chapter 7. Our creditors may also file a Chapter 7 or Chapter 11 bankruptcy action against us. If our creditors or we file for Chapter 7 or Chapter 11 bankruptcy, our creditors will take priority over our shareholders. If we fail to file for bankruptcy under Chapter 7 or Chapter 11 and we have creditors; such creditors may institute proceedings against us seeking forfeiture of our assets, if any. We do not know and cannot determine which, if any, of these actions we will be forced to take. If any of these foregoing events occur, you could lose your entire investment in our shares.

To date, we have funded our activities principally from loans from related parties and loans from third party lenders.

Contractual Obligations and Commercial Commitments
We have no contractual obligations, including lease obligations, apart from agreements in the normal course of our business.

Item  3.    Controls and Procedures
As of March 31, 2006, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our management, including our Chief Executive Officer and Principal Financial Officer, concluded that our disclosure controls and procedures were effective as of March 31, 2006.

There has not been any change in our internal control over financial reporting during the quarter ended March 31, 2006 that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item  1.    Legal Proceedings

On April 12, 2006, Michael J. Tracy filed a complaint in the District Court for Scotts Bluff County, Nebraska, against the Company, in Case No. CI-06-291. Mr. Tracy is the former CEO and Director of the Company. The Complaint alleges that the Company owes Mr. Tracy $3,378,129.42 as of April 1, 2006, including principal and interest for loans Mr. Tracy made to the Company at various times in 2001 and 2002. The loans are represented by demand notes. On May 26, 2003, Mr. Tracy and the Company entered into an agreement for the exchange and conversion of these notes for preferred stock of Telemetrix. The Complaint alleges that Telemetrix has failed to perform this agreement. The Company has meritorious defenses to the Complaint. The Company has filed an Answer to the Complaint asserting these defenses as well as Counterclaims against Mr. Tracy. Mr. Tracy has filed a Reply to the Company’s Counterclaims. The Company intends to vigorously defend the Complaint and prosecute the Counterclaims against Mr. Tracy.

We are subject to disputes and litigation in the ordinary course of our business. None of these matters, in the opinion of our management, is material or likely to result in a material effect on us based upon information available at this time.

Item  2.    Changes in Securities and Use of Proceeds
None

Item  3.    Defaults Upon Senior Securities
None

Item  4.    Submission of Matters to a Vote of Securities Holders
The Company has filed a 14A Preliminary Proxy Statement Application with the SEC on April 27, 2006. The Company intends to have a shareholder meeting in the third quarter of 2006.

Item  5.    Other Information
None

Item  6.    Exhibits and Reports on Form 8-K

31 Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002

32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

Reports in Form 8-K
None

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SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

June 15, 2006

Telemetrix Inc.

By:       /s/ William Becker               
          William Becker
          Chief Executive Officer (Principal Executive Officer)

21

EX-31

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

CERTIFICATION

I, William Becker, Chief Executive Officer (Principal Executive and Accounting Officer) certify that:

1. I have reviewed this quarterly report on Form 10-QSB for the fiscal quarter March 31, 2006, of Telemetrix Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial position, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer (s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting ( as defined in exchange Act Rules 13a-15(f) and 15d-15(f) for the small business issuer and have:

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in which this report is being prepared:

  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervisions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure control and procedures, as of the end of the period covered by this report based on such evaluation; and

  d. Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s forth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

  a. All significant deficiencies and material weaknesses in the design or operating of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: June 15, 2006

/s/ William Becker                                                         
     William Becker
     Chief Executive Officer and Chief Financial Officer
     (Principal Executive and Accounting Officer)

EX-32

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOTPED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

     In connection with the accompanying Annual Report on Form 10-QSB (the “Report”) of Telemetrix inc. (the “Company”) for the fiscal quarter ended March 31, 2006, I, William Becker, Chief Executive Officer (Principal Executive and Financial Officer) of the Company, hereby certify pursuant to 18 U.S.C. section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934: and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 15, 2006

/s/ William Becker                                                         
Name: William Becker
Title: Chief Executive Officer
(Principal Executive and Financial Officer)