TELEMETRIX INC
8-K/A, 2000-04-20
LUMBER & WOOD PRODUCTS (NO FURNITURE)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 8-K/A-2


                                 CURRENT REPORT


                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                 DATE OF EARLIEST REPORTED EVENT - MARCH 9, 2000
         (THIS CURRENT REPORT AMENDS SEC FORM 8-K FILED MARCH 14, 2000)



                                 TELEMETRIX INC.
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)




       Delaware                       0-14724                59-3453156
 -----------------------------      ------------          ---------------------
(State or other                    (Commission           (IRS Employer
 jurisdiction of incorporation      File Number)          Identification Number)
 or organization)


                                1225 Sage Street
                             Gering, Nebraska 69341
               ---------------------------------------------------
              (Address of Registrant's principal executive offices)

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

                                 (308) 436-7101
               --------------------------------------------------
              (Registrant's facsimile number, including area code)



<PAGE>



ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits.

       16.2   Letter  from  former   independent   accountant  for  Registrant's
              subsidiaries,  Telemetrix  Resource Group Limited,  a Nova Scotia,
              Canada  corporation  and  Telemetrix  Solutions  Inc.,  a Colorado
              corporation  (formerly  known as Telemetrix  Resource Group Inc.),
              with respect to the  statements  made by Registrant in its current
              report on SEC Form 8-K filed March 14,  2000,  in response to Item
              304(a)  of  Regulation  S-K (as such  letter is  required  by Item
              304(a)(3) of Regulation S-K).



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                        TELEMETRIX INC., a Delaware corporation

April 20, 2000                          By: /s/ Michael L. Glaser
                                           -------------------------------------
                                           Michael L. Glaser, Secretary
























                                       2


                                BDO Dunwoody LLP
                                Royal Bank Plaza
                                  P.O. Box 32
                        Toronto, Ontario, Canada M5J 2J8
                           Telephone: (416) 865-0200
                            Telefax: (416) 865-0887



April 5, 2000


Securities and Exchange Commission 450 5th Street, N.W.
Washington, D.C.  20549
U.S.A.

Gentlemen:

We have been furnished with a copy of the response to Item 4 of Form 8-K for the
event that  occurred  on March 9, 2000,  to be filed by our former  client,  the
Telemetrix  Resource Group Ltd. and Telemetrix Resource Group Inc. We agree with
the statements made in response to that item insofar as they relate to our Firm,
except as it relates to the following:

The audit reports for Telemetrix  Resource  Group Ltd. and  Telemetrix  Resource
Group Inc.  included  modifications for uncertainty and indicated that there was
substantial doubt on the ability of the companies to continue as going concerns.

Yours very truly,


  /s/
- -------------------------------
BDO Dunwoody LLP
CHARTERED ACCOUNTANTS
C. Stuart Hartley, F.C.A.
Partner





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