FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-14724
TELEMETRIX INC.
(Exact name of Issuer as specified in its charter)
Delaware 59-3453156
(other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
1612 N. Osceola Avenue
Clearwater, Florida 33755
(Address of principal offices)
(727) 443-3434
(Issuer's telephone number, including area code)
Indicate by check mark whether the Issuer (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Issuer
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable dates.
Title of Each Class Outstanding at March 31, 1999
Common Stock, $0.001 Par Value approximately 320,000 shares
See financial notes
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE
ITEM 1 Financial Statements
Consolidated Balance Sheets as of March 31, 1999
and March 31, 1998 3
Consolidated Statements of Income for the Three Month
Periods Ended March 31, 1999 and March 31, 1998. 4
Consolidated Statements of Cash Flow for the Three Month
Periods Ended March 31, 1999 and March 31, 1998. 5
Notes to Financial Statements 6
ITEM 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II OTHER INFORMATION 9
SIGNATURES 9
<PAGE>
TELEMETRIX INC.
(a Dormant State Company)
Consolidated Balance Sheet
March 31, 1999 and March 31, 1998
(unaudited)
03/31/99 03/31/98
Assets
Organization Cost .................................. $ 0 $ 0
Total Assets ...................................... 0 0
Liabilities and Shareholder's Equity
Stockholders' Equity
Common Stock par value at $.001 per share
25,000,000 shares authorized,
320,000 (estimated) shares issued and outstanding(4) 0 0
Additional Paid in Capital ......................... 36,818 12,794
Retained Earnings (Deficit) ....................... (36,818) (12,794)
-------- --------
Total Shareholders' Equity ......................... 0 0
========
Total Liabilities and Shareholders Equity .......... $ 0 $ 0
======== ========
See accompanying notes to financial statements
<PAGE>
TELEMETRIX INC.
(a Dormant State Company)
Consolidated Statements of Operations
for the years ending March 31, 1999 and March 31, 1998
(unaudited)
1999 1998
03-31-99 03-31-98
------- --------
Revenues ................... $ 0 $ 0
Expenses
Administrative Expenses .... $ 4,563 4,570
Filing Fees ................ $ 0 $ 0
Net Income/Loss for the year $(4,563) (4,570)
======= =======
See accompanying notes to financial statements
<PAGE>
TELEMETRIX INC.
(a Dormant State Company)
Consolidated Statements of Cash Flows
for three months ended March 31, 1999 and 1998
(unaudited)
For Three Months Ended
03-31-99 03-31-98
Cash Flows from Operating Activities
Net Income ........................ $ 0 0
Net Cash Provided (used) /
By Operating Activities ............ (4,563) (4,570)
Expenses Paid by Capston ........... (4,563) 4,570
Net Increase (Decrease) in Cash .... 0 0
Cash at Beginning of Period ........ 0 0
Cash at End of Period .............. $ 0 $ 0
======= =======
See accompanying notes to financial statements
<PAGE>
TELEMETRIX INC.
(A Dormant State Company)
March 31, 1999
Note 1. HISTORY OF THE COMPANY
ARNOX Corporation, (A Dormant State Company), was incorporated on October 17,
1983, under the laws of the State of Delaware. The Company conducted an initial
public offering of its Common Stock in October, 1985 and in connection with an
application to list its Common Stock on the NASDAQ system, the Company also
registered its Common Stock pursuant to Section 12(g) of the Securities Exchange
Act of 1934. The Company's Common Stock remained listed on the NASDAQ system
until April 25, 1989.
On September 11, 1989, the Company filed a voluntary petition under Chapter 11
of the Bankruptcy ACT (Case No. 89-97155) in the U.S. Bankruptcy Court for the
District of New Jersey. On December 18, 1989, the Company's case under Chapter
11 was voluntarily converted into a case under Chapter 7 of the Bankruptcy Act.
As a result of the voluntary conversion of the Company's bankruptcy case, all
assets of the Company were transferred to the Trustee in Bankruptcy on the
conversion date and the Company ceased all operations. Subsequently, the Trustee
in Bankruptcy effected an orderly liquidation of corporate assets and used the
proceeds to repay the Company's creditors. On July 12, 1994 the Company's case
under Chapter 7 was closed by an order of the Court and the Trustee in
Bankruptcy was discharged. As a result of the Bankruptcy, the Company has no
assets, liabilities, management or ongoing operations and has not engaged in any
business activities since December 18, 1989.
Note 2. RESTORATION OF CORPORATE STATUS
On June 10, 1996, acting in its capacity as the holder of 884 shares (0.026%) of
the Company's common stock, and without first receiving the consent, approval or
authorization of any other person associated with the Company, Capston Network
Company effected a renewal, revival and restoration of the Company's certificate
of incorporation pursurant to Section 312 of the General Corporation Law of
Delaware. Thereafter, Capston filed a 10-K for the years ending December 31,
1989-1995, and a Proxy Statement seeking approval and ratification of its
actions, along with authorization to seek a suitable business combination
transaction. This proxy statement was ultimately distributed to the Company's
stockholders and the proposals therein were approved by the holders of a
majority of the Company's issued and outstanding shares.
Under the terms of the original Proxy Statement, Capston was authorized to seek
a suitable business combination transaction on behalf of the Company and to
submit the terms of any proposed business combination transaction to the
Company's stockholders for their approval. Capston did not receive and was not
entitled to receive any equity interest in the Company as a result of it's
actions prior to the date of the Proxy Statement. Moreover, Capston was not
entitled to reimbursement for any expenses incurred by it on behalf of the
Company except to the extent that the terms of a business combination
transaction provided for the reimbursement of such expenses. However, because
Sally Fonner is both the President of ARNOX and Capston, prior Staff Accounting
Bulletins require under generally accepted accounting the treatment of debiting
the expenses with corresponding credit to paid-in capital. Future expenses of
Capston or others will be treated this way. These expenses are actual cash
expenditures and do not reflect any costs associated with the operation of
Capston nor any personnel time or cost.
Note 3. FUTURE EXPENSES
Capston will continue to extend administrative expenses to keep ARNOX current
with its reporting requirements, keeping the Corporation in good standing, any
required proxy solicitation or acquisition efforts. These amounts should not
exceed $50,000 in out-of-pockets costs. In addition, as approved, and as a
result of a suitable acquisition, additional fees paid for by issuance of equity
position would be for: (i) Capston of 300,000 shares, (ii)up to 11,500,000
shares for an acquisition(s) and (iii) up to 5% of the acquisition for a
finder's fee .
Note 4: OUTSTANDING COMMON STOCK
The number is reported approximately 320,000 due to the reverse split
procedures. Further, more stock was issued and outstanding right after March 31,
1999. Refer to 8-K , (date) to understand the overall transaction.
<PAGE>
Item 2. Management Discussion and Analysis of Financial Condition and Results
of Operations.
Financial Condition
As a result of its 1989 Bankruptcy, the Company has no assets, liabilities,
or ongoing operations and has not engaged in any business activities since
September 1989. The Company had no operations during the year ended December 31,
1996 and no material assets or liabilities as of December 31, 1996. The reported
loss from operations in 1996 resulted solely from expenses incurred by Capston
on behalf of the Company in connection with the restoration of the Company's
corporate charter and the preparation and filing of certain reports required
under the Securities Exchange Act of 1934. It is the intention of management to
seek stockholder approval of a Revised Plan whereby the Company will be
restructured as a "clean public shell" for the purpose of effecting a business
combination transaction with a suitable privately-held company that has both
business history and operating assets, although there can be no assurance that
management will be successful in its effforts to negotiate such a transaction.
Results of Operations
We have an acquisition , please see recent 8-K and other filings under
ARNOX and Telemetrix Inc..
Plan of Operation.
Please see 8-K, filed on (date) under Telemetrix Inc.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES
AS OF SEPTEMBER 25, 1998, LUMIERE SECURITIES RECEIVED CLEARANCE TO MAKE
A MARKET IN ARNOX UNDER THE TRADING SYMBOL ARXC. AS OF APRIL 2, 1999,
ARNOX BEGAN TRADING AS TLXT UNDER TELEMETRIX INC.
ITEM 3. DEFAULTS ON SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 13, 1998, the Registrant sent to its stockholders a Notice of
Special Meeting and Proxy Statement which described a number of proposals
relating to a plan of reorganization proposed by Capston Network Company
("Capston"), a stockholder of the Company. Subsequently, on July 7, 1998, a
Special meeting of the Stockholders was held and all of the proposals were
approved by a majority vote of the Stockholders. The principal proposals
approved by the stockholders were:
1. To elect a person designated by Capston to serve as the sole member of the
Board of Directors until the next annual Meeting of stockholders, or until her
successor is elected and qualified;
2. To consider and vote upon a proposed Amendment to the Company's Certificate
of Incorporation that will effect a reverse split of all issued and outstanding
shares of Common Stock in the ratio of one (1) share of new Common Stock for
each 11.4642 shares presently outstanding so that immediately thereafter the
Company will have a total of 300,000 shares issued and outstanding;
3. To consider and vote upon a proposal to issue 300,000 shares of Common Stock
to persons designated by Capston as compensation for services rendered in
connection with the implementation of the Revised Plan;
4. To consider and vote upon a proposal which will give the Board of Directors
authority to pay an in-kind Finder's Fee to unrelated third party finders who
introduce the Company to a suitable acquisition prospect.
5. To consider and vote upon a proposal that will give the Board of Directors
discretionary authority to (i) change the Company's name and (ii) issue up to
11,500,000 shares of Common Stock to unrelated third parties, all without prior
stockholder approval, in connection with a business combination transaction of
the type contemplated by the Revised Plan; and
6. To consider and vote upon a proposed Amendment to the Company's Certificate
of Incorporation that will increase the authorized capital stock of the Company
to 25,000,000 shares of $0.01 par value Common Stock and 5,000,000 shares of
$0.01 par value Preferred Stock.
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits None
B. Reports on Form 8-K None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TELEMETRIX INC.
/S/
Sally A. Fonner
Chief Executive Officer
Dated: May 1, 1999
/S/
Sally A. Fonner
Chief Financial Officer
Dated: May 1, 1999
