10QSB

                     U.S. 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, 2004

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

                        Commission file number 000-14724

                                 TELEMETRIX INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

            Delaware                                        47-0830931
  (State or Other Jurisdiction of                        (I.R.S. Employer
   Incorporation or Organization)                       Identification No.)

                    1225 Sage Street, Gering, Nebraska 69341
                    (Address of Principal Executive offices)

                                 (308) 436-4090
                (Issuer's Telephone Number, Including Area Code)

              (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 [X]    No [ ]

                Applicable Only to Issuers Involved in Bankruptcy
                   Proceedings During the Preceding 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 court. Yes__   No__

Number of shares of common stock outstanding as of March 31, 2004: 18,476,186




                                      INDEX

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheet as of March 31, 2004 (unaudited)......1

         Consolidated Statements of Operations for the
         Three Months Ended March 31, 2004 and 2003 (unaudited)...........2

         Consolidated Statements of Cash Flows for the
         Three Months Ended March 31, 2004 and 2003 (unaudited)...........3

         Notes to Consolidated Financial Statements......................4-5

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations......................................6

Item 3.  Controls and Procedures.........................................11

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings...............................................12

Item 2.  Changes in Securities...........................................12

Item 3.  Defaults Upon Senior Securities.................................12

Item 4.  Submission of Matters to a Vote of Security Holders.............12

Item 5.  Other Information...............................................12

Item 6.  Exhibits and Reports on Form 8-K................................13

SIGNATURES...............................................................14




PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements




                             Telemetrix, Inc.
                        Consolidated Balance Sheet
                              March 31, 2004
                                (Unaudited)


Assets

Current assets:
  Cash                                                          $ 57,158
   Accounts receivable                                           175,250
   Other current assets                                           18,638
                                                             -----------
     Total current assets                                        251,046
                                                             -----------

Property and equipment, net                                      803,449
                                                             -----------
Other assets:
   Licenses                                                      235,352
                                                             -----------

                                                             $ 1,289,847
                                                             ===========

Liabilities and stockholders' (deficit)

Current liabilities:
   Accounts payable                                          $ 1,829,100
   Accrued expenses                                              569,306
   Accounts payable and accrued expenses - affiliates            533,945
   Deferred revenue                                              200,000
   Convertible debentures                                      1,200,000
   Notes payable - affiliates                                    392,313
   Convertible term debt                                       1,020,000
   Current portion of long-term debt                              92,324
                                                             -----------
     Total current liabilities                                 5,836,988
                                                             -----------

Long-term debt                                                   591,841
                                                             -----------

Stockholders' (deficit):
   Common stock, $.001 par value,
      25,000,000 shares authorized,
      18,476,186 shares issued and outstanding                    18,476
   Paid in capital                                            51,147,137
   Subscribed common shares                                    5,722,244
   Accumulated (deficit)                                     (62,181,484)
   Deferred compensation                                         (37,109)
                                                             -----------
                                                              (5,330,736)
Other comprehensive income:
   Currency translation adjustment                               191,754
                                                              (5,138,982)
                                                             -----------
                                                             $ 1,289,847
                                                             ===========

      See the accompanying notes to the consolidated financial statements.

                                      -1-




                           Telemetrix, Inc.
                Consolidated Statements of Operations
              Three Months Ended March 31, 2004 and 2003
                             (Unaudited)

                                                          2004           2003
                                                     ----------     ----------
Revenue:
  Pager                                              $   24,225       $ 33,247
  Other                                                 137,340         51,806
                                                     ----------     ----------
                                                        161,565         85,053
                                                     ----------     ----------
Cost of revenue:
  Pager                                                  28,212          6,650
  Other                                                  28,400         17,010
                                                     ----------     ----------
                                                         56,612         23,660
                                                     ----------     ----------
Gross margin                                            104,953         61,393
                                                     ----------     ----------
Operating expenses:
   Non-cash stock compensation                           58,844         72,000
   Selling, general and administrative expenses         276,765        179,764
                                                     ----------     ----------
                                                        335,609        251,764
                                                     ----------     ----------
(Loss) from operations                                 (230,656)      (190,371)
                                                     ----------     ----------

Other (income) expense:
  Other income                                                -         (4,422)
  (Loss) on the abandonment of assets                         -         80,000
  Gain on the settlement of debt                           (358)      (269,220)
  Interest                                               49,541        106,680
                                                     ----------     ----------
                                                         49,183        (86,962)
                                                     ----------     ----------

Net (loss)                                           $ (279,839)    $ (103,409)
                                                     ==========     ==========

Per share information - basic and fully diluted:

  Weighted average shares outstanding                18,476,176     18,476,176
                                                     ==========     ==========
  Net (loss) per share                                  $ (0.02)       $ (0.01)
                                                     ==========     ==========

      See the accompanying notes to the consolidated financial statements.

                                      -2-




                              Telemetrix, Inc.
                    Consolidated Statements of Cash Flows
                 Three Months Ended March 31, 2004 and 2003
                                 (Unaudited)

                                                           2004          2003
                                                       ---------     ---------

Net cash provided by (used in) operating activities    $ 115,119     $(357,219)
                                                       ---------     ---------

Cash flows from investing activities:
  Purchase of property and equipment                    (716,625)            -
                                                       ---------     ---------
Net cash (used in) investing activities                 (716,625)            -
                                                       ---------     ---------

Cash flows from financing activities:
  Increase in notes payable - affiliates                       -       377,521
  Proceeds from convertible notes                        670,000             -
  Payments on long-term debt and notes                   (46,147)      (13,522)
                                                       ---------     ---------
Net cash provided by financing activities                623,853       363,999
                                                       ---------     ---------

Net increase in cash                                      22,347         6,780

Beginning - cash balance                                  34,811             -
                                                       ---------     ---------
Ending - cash balance                                  $  57,158     $   6,780
                                                       =========     =========

      See the accompanying notes to the consolidated financial statements.

                                      -3-




                                TELEMETRIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 30, 2004
                                   (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, 2003 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 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

During the three months ended March 31, 2004 the Company purchased an aggregate
of $817,625 in property and equipment, including a deposit of $101,000 which was
paid during the year ended December 31, 2003.

(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 March 31, 2004, the Company was advanced an
aggregate of $1,020,000 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 may be converted into the Company's common shares at $.04 per
share and the difference between the conversion price and the fair market value
of the shares at the time of conversion, if conversion occurs, will be charged
to interest expense. The Company is subject to certain representations and
requirements contained in the loan agreement and is not in compliance with
certain of those representations and requirements. As of the date of the
financial statements the Company has not been notified of any default on the
funding agreement.  In addition, the Company has pledged substantially all of its
property and equipment as collateral on the notes.

                                      -4-



(6)  Commitments and Contingencies

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.

The Company has agreed to issue certain common shares to various related
parties. As of March 31, 2004 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.

(7)  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, 2004, the Company incurred a net loss of $79,839. In
addition, the Company has an accumulated deficit of $62,181,484 and working
capital and stockholders' deficits of $5,585,942 and $5,138,982 at March 31,
2004.

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.

                                      -5-



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, 2003. 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 based on our ability
or inability to obtain additional financing; (c) the value of our common stock,
which may be diluted even if we obtain additional debt or equity financing; (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, which may negatively affect our ability
to grow; (f) our ability 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 conducting business
in telemetry service, which consists 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.

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

                                      -6-



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.

Revenues
Our revenues consist of the following:
     o    Pager - Pager revenue is derived from monthly paging service contracts
          with businesses and end consumers.
     o    Telemetry - Telemetry revenue results from wholesale contracts with
          resellers of network access and short message services.
     o    Switching - Switching revenue is produced by our CentreGate 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 and
          pager hardware sales and repairs.
For financial statement purposes, our "Pager Revenue" reflects revenue from
monthly paging service contracts, while "Other Revenue" reflects the Telemetry,
Switching, and Other Revenue reflected above.

During our Fiscal Year 2003 period, our revenues were derived from the
following:
     o    $251,149 from our telemetry related services;
     o    $119,166 from our pager related services; and
     o    $11,652 from tower rental.

During the three-month period ending March 31, 2004, our revenues were derived
from the following:
     o    $24,225 from pager equipment; and
     o    $137,340 from other revenue sources.

Our pager related revenues decreased by $39,255 or 24.78% from $119,166 during
the year ended December 31, 2003 compared to $158,421 for the comparable 2002
period. We believe that during the year 2004 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 CentreGate
Division's 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 CentreGate 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 who will be able to install and maintain and support
          the equipment and software necessary for both our Telemetry Division
          services as well as the CentreGate Division;
     o    Demand for our services;
     o    Individual economic conditions in our markets; and
     o    Our general ability to market our services.

                                      -7-



Capital Expenditures and Requirements
During 2003, we committed to one significant capital expenditure of
approximately $500,000 for a Mobile Switching Center. If we obtain adequate
funding, we expect to make the following significant capital expenditures during
2004: (a) $300,000 for additional switching equipment; (b) $150,000 for a short
messaging service center; and (c) $75,000 for infrastructure hardware to support
our billing system.

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, 2003.

Results of Operations

Comparison of Three Months Ended March 31, 2004 and 2003

Revenues. Revenues for the three months ended March 31, 2004 increased by
$76,512 or 89.96%, to $161,565 from $85,053 for the three months ended March 31,
2003. Our increase in revenues is primarily attributable to $137,340 of other
revenues, which, as indicated above, are primarily derived from rental of our
towers, pager sales and repairs, for the three months ending March 31, 2004,
compared to $51,806 for the three months ending March 31, 2003, representing a
$85,534 increase or 165% increase in other revenues.

Cost of Revenues. Cost of revenues currently consists primarily of pager
equipment, equipment repairs, software, additional phone circuits, and base
station infrastructure operating equipment. Cost of revenues increased by
$32,952 or 139.27% to $56,612 for the three months ended March 31, 2004, from
$23,660 for the comparable 2003 period, representing 35.04% and 27.82% of the
total revenues for the three months ended March 31, 2004 and 2003, respectively.
Therefore, although the amount of our cost of revenues increased when comparing
the March 31, 2004 period to the comparable 2003 period, our cost of revenues as
a percentage of revenues increased by only 7.22%.

Should telemetry related revenues grow faster than our other revenue sources,
our cost of revenues as a percentage of revenues in that area will continue to
increase. If competition driven market conditions force us to lower the prices
that we charge our customers, our cost of revenues as a percentage of revenues
will increase.

Operating Losses. Operating losses for the three months ended March 31, 2004
increased by 21.16% or $40,285 to ($230,656) from ($190,371) for the three
months ended March 31, 2003. The increase in operating loss was primarily due to
a significant period to period increase in Selling, General & Administrative
expenses driven by higher volume sales. The Gross Margin increase was partially
offset by increased Selling, General & Administrative expenses (SG&A) related
to the increased sales.

                                      -8-



Non-Cash Stock-Based Compensation. Non-Cash Stock-Based Compensation for the
three months ended March 31, 2004 decreased by 18.27% or $13,156 from $72,000 to
$58,844 for the comparable period during 2003. This payment of stock during 2003
represented the payment of stock to our then Chief Executive Officer, and during
2004 represented the amortization of deferred compensation.

Research and Development Expense. There was no Research and Development expense
for the first quarter 2004 or the first quarter 2003.

Selling, General and Administrative Expense. General and administrative expense
increased by $97,001 or 53.96% to $276,765 for the three month period ended
March 31, 2004, from $179,764 for the three-month period March 31, 2003. This
increase in our general and administrative expenses is primarily attributable to
increased staffing expense associated with the buildout of our CentreGate switch
sharing services capability and operational costs to operate our Atlanta,
Georgia office.

Interest Expense. Interest expense for the three-month period ended March 31,
2004 decreased by $57,139 or 53.56% to $49,541 as compared to $106,680 for the
Three-month period ended March 31, 2003. The decrease in interest expense is
primarily attributable to the conversion of notes to equity by some major
shareholders. Our obligation to pay approximately $19,000 per month in interest
to the note holders ceased upon that conversion.

Net Loss. Net loss for the three-month period ended March 31, 2004 increased by
170.61%, or $176,430 to ($279,839) from ($103,409) for the three months ended
March 31, 2003. Net loss per share increased from ($0.01) for the three months
ended March 31, 2003 to ($0.02) for the three months ended March 31, 2004. The
increase in operating loss was primarily due to an increase in our Selling,
General & Administrative expenses when comparing the three-month period ended
March 31, 2004 to the comparable 2003 period.


Balance Sheet

Current Assets. amounted to $251,046 as of March 31, 2004 representing an
increase of $145,754 or 138.43% from Current Assets of $105,292 as of December
31, 2003. The increase in our current assets is primarily attributable to higher
levels of accounts receivable resulting from higher sales volume.

Current Liabilities. As of March 31, 2004, Current Liabilities are $5,836,988,
representing an increase of $841,644 or 16.85%, from Current Liabilities of
$4,995,344 as of December 31, 2003.

Liquidity and Capital Resources
Net cash provided by operating activities for the period ending March 31, 2004
was $115,119 compared with ($357,219) for the same period in 2003. The cash
provided by operating activities was primarily attributable to the net loss
adjusted for a decrease in accounts payable.

Cash at March 31, 2004 amounted to $57,158 from $34,311 at December 31, 2003.
Cash at June 30, 2004 amounted to $80,746.

Although we plan to make material purchases of capital equipment during 2004
should we obtain adequate financing, we do not currently have material
commitments for capital expenditures for the current year. 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 2004; therefore,
we plan to raise money through a private placement to fund the implementation of
an expanding operational plan.

                                      -9-



For the year ended December 31, 2003, we incurred net losses of $2,951,932 and
we had a working capital deficit of $4,890,052 and stockholders' deficit of
$4,917,986 at December 31, 2003. As of March 31, 2004, we had an accumulated
deficit of $62,181,484 and working capital and stockholders' deficits of
$5,585,942 and $5,138,982, 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 $1,131,000 over the next nine (9)
months, in the following areas:
     o    Salaries and labor = $565,965
     o    Network operating costs = $300,000
     o    Network infrastructure = $85,000
     o    General and Administrative (exclusive of salaries) = $180,000

Our current cash of $57,158 as of March 31, 2004 as well as our cash of $80,746
as of June 30, 2004 will satisfy our cash requirements for less than one month.

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;
     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.

                                      -10-



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.

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

Recent Pronouncements
In December 2002, the Financial Accounting Standards Board ("FASB") issued
Statement No. 148 ("SFAS No. 148"), "Accounting for Stock-Based Compensation,
Transition and Disclosure." SFAS No. 148 provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. SFAS No. 148 also requires that
disclosures of the pro forma effect of using the fair value method of accounting
for stock-based employee compensation be displayed more prominently and in a
tabular format. Additionally, SFAS No. 148 requires disclosure of the pro forma
effect in interim financial statements. The transition and annual disclosure
requirements of SFAS No. 148 are effective for fiscal years ended after December
15, 2002. The interim disclosure requirements are effective for interim periods
ending after December 15, 2002. The disclosure provision of SFAS No. 148 has
been adopted by the Company with appropriate disclosure included in the
financial statements.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 149 is effective for contracts entered into or modified after September 30,
2003, except as specified and for hedging relationships designated after June
30, 2003.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS 150
requires that certain financial instruments, which under previous guidance were
accounted for as equity, must now be accounted for as liabilities. The financial
instruments affected include mandatory redeemable stock, certain financial
instruments that require or may require the issuer to buy back some of its
shares in exchange for cash or other assets and certain obligations that can be
settled with shares of stock. SFAS 150 is effective for all financial
instruments entered into or modified after May 31, 2003. Otherwise it will
become effective at the beginning of the first interim period beginning after
June 15, 2003.

The Company believes that the ongoing application of these Statements will not
have a material adverse effect on the Company's financial position, results of
operations, or cash flows.

Item 3.  Controls and Procedures
As of March 31, 2004, 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, 2004.

There has not been any change in our internal control over financial reporting
during the quarter ended March 31, 2004 that has materially affected or is
reasonably likely to materially affect, our internal control over financial
reporting.

                                      -11-



PART II   OTHER INFORMATION

Item 1.  Legal Proceedings
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 Security Holders
None


Item 5.  Other Information.
None


                                      -12-



Item 6.  Exhibits and Reports on Form 8-K
Exhibits
10.1     Software OEM Agreement with Ericsson Messaging Systems Inc. (1)
10.2     Resellers Agreement with Ericsson Messaging Systems Inc. (1)
10.3     TRACCS Software Purchase Agreement (2)
10.4     Employment Agreement for Michael Tracy (2)
10.5     Employment Agreement for Joseph Schon (2)
10.6     Memorandum of Understanding with interWave Communications, Inc. (3)
10.7     Customer Master Agreement with Cerillion Technologies Limited(3)
10.8     Stock Purchase Agreement with Tracy Broadcasting Corporation(3)
10.9     Tower Gate Finance Limited Agreement(3)
10.10    Exchange Agreement between us and Hartford Holdings(3)
10.11    Exchange Agreement between us and Ionian Investments, Ltd. (3)
10.12    Exchange Agreement between us and Michael Tracy(3)
10.13    Exchange Agreement between us and WYSE Investments. Ltd. (3)
10.14    Exchange Agreement between us and Ardara Investments, Ltd. (3)
10.15    Exchange Agreement between us and Becker Capital Investments, Ltd. (3)
10.16    Exchange Agreement between us and Michael L. Glaser(3)
10.17    Office Lease Agreement between Michael J. Tracy and Tracy Corporation II(3)
10.18    Office Services Agreement between us and The Centre for Premier Suites
         and Business Services, Inc. (3)
10.19    Employment Agreement with Richard Dineley(4)
10.20    Independent Contractor Agreement of Richard West(4)
31.1     Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2     Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.
- ----------------
(1) Previously filed and incorporated by reference to Company's Quarterly Report
on SEC Form 10-Q as filed August 14, 2000.
(2) Previously filed and incorporated by reference to Company's Quarterly Report
on SEC Form 10-Q as filed November 14, 2000.
(3) Previously filed and incorporated by reference to Company's Annual Report
on SEC Form 10-KSB as filed June 9, 2004.
(4) Previously filed and incorporated by reference to Company's Current Report
on SEC Form 8-K as filed July 2, 2004.


Reports in Form 8-K
On July 2, 2004, we filed a Form 8-K under Item 5, "Other Events and Regulation
FD Disclosure", reporting that on June 17, 2004, our Board of Directors
appointed Mr. Richard Dineley as our President and Chief Executive Officer and
Richard West as our Secretary and General Counsel.

                                      -13-




                                   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.

Date: July 22, 2004                     TELEMETRIX INC.

                                      By: /s/ Richard Dineley
                                          Richard Dineley
                                          President/Chief Executive Officer
                                           (Principal Executive Officer)








                                      -14-

EX-31.1

Exhibit 31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


                                  CERTIFICATION

I, Richard Dineley, Chief Executive Officer (Principal Executive Officer) of
Telemetrix Inc. certify that:

1. I have reviewed this quarterly report on Form 10-QSB for the fiscal quarter
ended March 31, 2004, 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 condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. As the registrant's certifying officer(s) I am 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
registrant 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 registrant, including its
consolidated subsidiaries, is made known 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 supervision,
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 controls 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 registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. As the registrant's certifying officer(s) I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant'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
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant'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 registrant's internal control over
financial reporting.

Date: July 22, 2004

/s/ Richard Dineley
    Richard Dineley
    Chief Executive Officer
    (Principal Executive Officer)

EX-31.2

Exhibit 31.2
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


                                  CERTIFICATION

I, Michael Tracy, Chief Financial Officer (Principal Accounting Officer) of
Telemetrix Inc. certify that:

1. I have reviewed this quarterly report on Form 10-QSB for the fiscal quarter
ended March 31, 2004, 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 condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. As the registrant's certifying officer(s) I am 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
registrant 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 registrant, including its
consolidated subsidiaries, is made known 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 supervision,
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 controls 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 registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. As the registrant's certifying officer(s) I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant'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
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant'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 registrant's internal control over
financial reporting.

Date: July 22, 2004

/s/ Michael Tracy
    Michael Tracy
    Chief Financial Officer
    (Principal Accounting Officer)

EX-32.1

Exhibit 32.1


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

     In connection with the accompanying Quarterly Report on Form 10-QSB (the
"Report") of Telemetrix Inc. (the "Company") for the fiscal quarter ended
March 31, 2004, I, Richard Dineley, Chief Executive Officer (Principal Executive
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.


July 22, 2004

                                       /s/ Richard Dineley
                                    Name:  Richard Dineley
                                    Title: Chief Executive Officer
                                        (Principal Executive Officer)

EX-32.2

Exhibit 32.2


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

     In connection with the accompanying Quarterly Report on Form 10-QSB (the
"Report") of Telemetrix Inc. (the "Company") for the fiscal quarter ended
March 31, 2004, I, Michael Tracy, Chief Financial Officer (Principal Accounting
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.


July 22, 2004

                                       /s/ Michael Tracy
                                    Name:  Michael Tracy
                                    Title: Chief Financial Officer
                                        (Principal Accounting Officer)