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 AND EXCHANGE ACT OF
      1934





For
      the
      quarterly period ended April 30, 2007





o
      TRANSITION REPORT UNDER
      SECTION 13 OR 15(d) OF THE EXCHANGE ACT





Commission
      File No. 1-8690





**DATAMETRICS
      CORPORATION**


(Exact
      name of small business issuer as specified in its charter)





**Delaware**
            
            **95-3545701**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                employer identification number)




**1717
      Diplomacy Row, Orlando, FL 32809**


(Address
      of principal executive offices)




**407.251.4577**


(Issuer's
      telephone number)




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 o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).  YES o NO x




Number
      of
      shares outstanding of the issuer's common stock, par value $.01, outstanding
      as
      of May 15, 2007: 11,534,736 shares.




Transitional
      Small Business Disclosure Format (Check one): YES o NO x









DataMetrics
      Corporation





Table
      of
      Contents





PagePart
                I. Financial InformationItem
                1 - Condensed Consolidated Financial Statements
                (Unaudited)Condensed
                Consolidated Balance Sheet - April 30, 2007
            
            3Condensed
                Consolidated Statements of Operations --
            
            4Six
                months ended April 30, 2007 and 2006Three
                months ended April 30, 2007 and 2006Condensed
                Consolidated Statement of Capital Deficit --
            
            5Six
                months ended April 30, 2007Condensed
                Consolidated Statements of Cash Flows --Six
                months ended April 30, 2007 and 2006
            
            6Notes
                to Condensed Consolidated Financial Statements (Unaudited)
            
            7Item
                2 - Management Discussion and Analysis
            
            8Item
                3 - Controls and Procedures
            
            12Part
                II - Other InformationItem
                1 -- Legal Proceedings
            
            13Item
                2 -- Unregistered Sales of Equity Securities and Use of Proceeds
            
            13Item
                3 -- Defaults upon Senior Securities
            
            13Item
                4 -- Submission of Matters to a Vote of Security Holders
            
            13Item
                5 -- Other Information
            
            13Item
                6 -- Exhibits
            
            13Signatures
            
            14Certifications
            
            15





2
          of 14





**CONDENSED
      CONSOLIDATED BALANCE SHEET**


**APRIL
      30, 2007**


**(Unaudited)**


**(in
      thousands, except per share data)**





**ASSETS****Current
                assets**Cash
            
            $
            175Accounts
                receivable, net of allowance for doubtful accounts of $1
            
            
            419Inventory,
                net of allowance for obsolete inventory of $6,070
            
            
            870Other
                current assets
            
            
            20Total
                current assets
            
            
            1,484**Property
                and equipment**Furniture,
                fixtures and computer equipment
            
            
            1,197Machinery
                and equipment
            
            
            555Total
                property and equipment
            
            
            1,752Less
                accumulated depreciation
            
            
            1,752Net
                property and equipment
            
            
            0Total
                Assets
            
            $
            1,484**LIABILITIES
                AND CAPITAL DEFICIT****Current
                liabilities**Accounts
                payable
            
            $
            317Accrued
                expenses
            
            
            462Accrued
                interest
            
            
            167Warranty
                reserve
            
            
            40Notes
                payable - related parties
            
            
            500Short
                term debt
            
            
            141Total
                current liabilities
            
            
            1,627**Commitments
                and contingencies****Capital
                deficit**4%
                Cumulative preferred stock, $.01 par value ($1,500 aggregate
                liquidationpreference);
                40,000,000 authorized; 1,000,000 issued and outstanding
            
            
            10Common
                stock, $.01 par value; 800,000,000 sharesauthorized;
                11,534,736 issued and outstanding
            
            
            116Additional
                paid in capital
            
            
            64,683Accumulated
                deficit
            
            
            (64,952
            )Total
                capital deficit
            
            
            (143
            )Total
                Liabilities and Capital Deficit
            
            $
            1,484




The
      accompanying notes to condensed consolidated financial statements are an
      integral part of these statements .


3
          of 14


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**FOR
      THE SIX MONTHS AND THREE MONTHS ENDED APRIL 30, 2007 AND
      2006**


**(Unaudited)**


**(in
      thousands, except per share data)**





Three
                Months Ended
            
            Six
                Months EndedApril
                30
            
            April
                302007
            
            2006
            
            2007
            
            2006**Sales**
            
            $
            802
            
            $
            1,052
            
            $
            1,923
            
            $
            2,207**Cost
                of sales**
            
            
            603
            
            
            773
            
            
            1,280
            
            
            1,544**Gross
                profit**
            
            
            199
            
            
            279
            
            
            643
            
            
            663**Selling,
                general and administrative****Personnel
                and related costs**
            
            
            225
            
            
            205
            
            
            483
            
            
            401**Other**
            
            
            285
            
            
            158
            
            
            431
            
            
            457**Total
                selling, general and administrative**
            
            
            510
            
            
            363
            
            
            914
            
            
            858**Loss
                from operations**
            
            
            (311
            )
            
            (84
            )
            
            (271
            )
            
            (195
            )**Other
                income (expense)**
            
            
            (6
            )
            
            13
            
            
            (6
            )
            
            (1,947
            )**Net
                loss**
            
            $
            (317
            )
            $
            (71
            )
            $
            (277
            )
            $
            (2,142
            )**Loss
                per share of common stock****Basic
                and diluted**
            
            $
            (0.027
            )
            $
            (0.007
            )
            $
            (0.024
            )
            $
            (0.197
            )**Weighted
                average number of common shares outstanding****Basic
                and diluted**
            
            
            11,535
            
            
            10,860
            
            
            11,492
            
            
            10,860




The
      accompanying notes to condensed consolidated financial statements are an
      integral part of these statements .


4
          of 14


**CONDENSED
      CONSOLIDATED STATEMENT OF CAPITAL DEFICIT**


**FOR
      THE SIX MONTHS ENDED APRIL 30, 2007**


**(Unaudited)**


**(in
      thousands, except per share data)**





**Common
                Stock**
            
            **Ser.
                B Preferred**
            
            **Additional**
            
            
            
            **Total****Number**
            
            **Dollar**
            
            **Number**
            
            **Dollar**
            
            **Paid-In**
            
            **Accumulated**
            
            **Capital****of
                Shares**
            
            **Amount**
            
            **of
                Shares**
            
            **Amount**
            
            **Capital**
            
            **Deficit**
            
            **Deficit****Balance,
                Oct. 31, 2006**
            
            
            11,359,849
            
            $
            114
            
            
            700,000
            
            $
            7
            
            $
            64,367
            
            $
            (64,654
            )
            $
            (166
            )**Issuance
                of series B preferred stock**
            
            
            
            
            
            
            
            
            300,000
            
            
            3
            
            
            297
            
            
            
            
            
            300**Issuance
                of common stock for series B preferred stock
                dividend**
            
            
            174,887
            
            
            2
            
            
            
            
            
            
            
            
            19
            
            
            (21
            )
            
            -**Net
                loss**
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (277
            )
            
            (277
            )**Balance,
                April 30, 2007**
            
            
            11,534,736
            
            $
            116
            
            
            1,000,000
            
            $
            10
            
            $
            64,683
            
            $
            (64,952
            )
            $
            (143
            )




The
      accompanying notes to condensed consolidated financial statements are an
      integral part of these statements




5
          of 14





**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**FOR
      THE SIX MONTHS ENDED APRIL 30, 2007 AND 2006**


**(Unaudited)**


**(in
      thousands, except per share data)**





2007
            
            2006**Cash
                flows from operating activities**Net
                loss
            
            $
            (277
            )
            $
            (2,142
            )Adjustments
                to reconcile net loss used in operating activities:Gain
                on sale of building
            
            
            -
            
            
            (216
            )Depreciation
            
            
            7
            
            
            4Expenses
                paid from debt financing
            
            
            -
            
            
            249Options
                issued to investors during restructuring
            
            
            -
            
            
            2,186Changes
                in current assets and liabilitiesAccounts
                receivable-net
            
            
            (339
            )
            
            36Inventory-net
            
            
            (165
            )
            
            242Other
                current assets
            
            
            23
            
            
            45Accounts
                payable
            
            
            34
            
            
            (262
            )Accrued
                expenses
            
            
            273
            
            
            (167
            )Net
                cash used in operating activities
            
            
            (444
            )
            
            (25
            )**Cash
                flows from investing activities**Proceeds
                from sale of building
            
            
            -
            
            
            1,445Net
                cash provided by investing activities
            
            
            -
            
            
            1,445**Cash
                flows from financing activities**Proceeds
                from loan payable
            
            
            -
            
            
            248Proceeds
                from issuance of series B preferred stock
            
            
            300
            
            
            -Payments
                on long term debt
            
            
            -
            
            
            (1,180
            )Net
                cash provided by (used in) financing activities
            
            
            300
            
            
            (932
            )**Net
                (decrease) increase in cash**
            
            
            (144
            )
            
            488**Cash**,
                beginning of period
            
            
            319
            
            
            146**Cash**,
                end of period
            
            $
            175
            
            $
            634**Supplemental
                disclosure of cash flow information:**Cash
                paid for interest
            
            
            -
            
            $
            72Issuance
                of common stock options for restructuring incentive
                expenses
            
            
            -
            
            $
            2,186Issuance
                of common stock in extinguishment of long-term debt and related interest
                expense
            
            
            -
            
            $
            3,081Issuance
                of series B preferred stock in extinguishment of long-term debt and
                related interest expense
            
            
            -
            
            $
            500Conversion
                of series A preferred stock into common stock
            
            
            -
            
            $
            489Expenses
                paid with the issuance of notes payable
            
            
            -
            
            $
            249Issuance
                of note payment for extinguishment of short term bridge loan
            
            
            -
            
            $
            200Forgiveness
                of debt as part of the sale of building
            
            
            -
            
            $
            30Issuance
                of common stock for series B preferred stock dividend
            
            $
            21
            
            
            -





The
      accompanying notes to condensed consolidated financial statements are an
      integral part of these statements


6
          of 14


**Notes
      to condensed consolidated financial statements
      (unaudited)**




**1.
      Organization and Summary of Significant Accounting
      Policies:**




**(a)
      Basis of Presentation** **--** The
      accompanying condensed consolidated financial statements are unaudited and
      have
      been prepared by the Company in accordance with the rules and regulations of
      the
      Securities and Exchange Commission (SEC). Accordingly, certain information and
      footnote disclosures usually found in financial statements prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America have been condensed or omitted. The financial statements should be
      read
      in conjunction with the consolidated financial statements and related notes
      included in the Company's Form 10-KSB, as filed with the SEC on February 13,
      2007.




The
      accompanying condensed consolidated financial statements reflect all adjustments
      (consisting of normal recurring adjustments) which, in the opinion of
      management, are necessary to present fairly the financial position and the
      results of operations for the interim periods presented. The results of
      operations for an interim period are not necessarily indicative of the results
      of operations for a full fiscal year.




**(b)
      Use of Estimates** -- The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America, requires management to
      make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities, the disclosed amounts of contingent assets and liabilities at
      the
      date of the financial statements, and the amounts of revenues and expenses
      recognized during the reporting period. Actual results could differ from those
      estimates.




**(c)
      Research and Development Expenses—** The
      Company expenses research and development costs as incurred. Research and
      development expense was $61,236 for the six month period ended April 30,
      2007.





**2.
      Inventories**





Stockroom
      inventories consist primarily of materials used by the Company for existing
      and
      anticipated contracts and materials and finished assemblies which are held
      to
      satisfy spare parts requirements of the Company’s customers. Those parts not
      expected to be sold within one year are classified as a non-current asset and
      fully reserved. The Company evaluates all inventories for obsolescence on a
      periodic basis and records estimated reserves accordingly.





**Inventories
                as of April 30, 2007 consist of the following**:
            
            (in
                thousands)Inventories
                Parts and sub-assemblies
            
            $
            732Work
                in Process
            
            
            138Obsolete
                Inventory
            
            
            6,070Total
                Inventory
            
            
            6,940Reserve
                for Obsolete Inventory
            
            
            6,070Net
                Inventory
            
            $
            870





**3.
      Short term debt**




Short
                term debt at April 30, 2007 consist of the following:In
                December 1998, the Company closed a private placement of approximately
                $3.45 million of 10% Subordinated Notes originally due in December
                2000.
                As of April 30, 2007 all but $141 of this debt has been converted.
                Negotiations for the settlement of the remainder of this debt are
                ongoing.
                The debt is unsecured and callable under certain
                conditions.
            
            $
            141





**4.
      Notes payable-related parties**




Notes
                Payable at April 30, 2007 consist of the following:Notes
                Payable to investors; interest expense at 10% is to be paid monthly
                commencing January 31, 2007, including accrued and unpaid interest
                from
                2006; principal and unpaid interest is due in full in December 2007.
                The
                note is secured by a first priority lien on all Company
                assets.
            
            $
            500




7
          of 14




**5.
      Common stock**





On
      December 15, 2006 the Company issued 174,887 shares of Common Stock with a
      par
      value of $0.01 in the amount of $20,986 ($0.12 per share) to a related party,
      SG
      DMTI Capital, LLC in lieu of the 4% annual cumulative dividend on the Series
      B
      Preferred Stock that was due on November 30, 2006.





**6.
      Preferred stock**





On
      December 6, 2006 the Company issued 300,000 shares of Series ‘B’ Preferred Stock
      with a par value of $0.01 to a related party, SG DMTI Capital, LLC. At January
      31, 2007 the Company has 1,000,000 shares of Series ‘B’ Preferred Stock with a
      par value of $0.01 per share outstanding. The stock has a cumulative dividend
      of
      4% per annum.




**7.
      Loss per share of common stock**




Basic
      and
      diluted loss per share of common stock are computed using the weighted-average
      number of shares of common stock outstanding during the period. Potentially
      dilutive securities have been excluded from the computation of diluted earnings
      per share, as their effect is antidilutive. If the Company had reported net
      income, diluted earnings per share would have included the shares used in the
      computation of net loss per share plus common equivalent shares related to
      12,935,000 for outstanding options and warrants for the fiscal years 2007 and
      2006.





**8.
      Subsequent events**





On
      May
      24, 2007, Mr. Daniel Bertram resigned from his positions as a member of the
      Board of Directors, Chief Executive Officer and President of the Company. Mr.
      John Marceca was elected to serve as President and Chief Operating Officer.




**Item
      2. Management’s Discussion and Analysis of Financial Condition and Results of
      Operations.**





The
      following discussion of the financial condition and results of operations should
      be read in conjunction with the consolidated financial statements and related
      notes thereto. The following discussion contains certain forward-looking
      statements that involve risk and uncertainties. Our actual results could differ
      materially from those discussed herein. Factors that could cause or contribute
      to such differences include, but are not limited to, risks and uncertainties
      related to the need for additional funds. We undertake no obligation to publicly
      release the results of any revisions to those forward-looking statements that
      may be made to reflect any future events or circumstances.




**Business
      Overview**





The
      Company designs, develops, and manufactures computers and computer peripheral
      equipment for military, industrial and commercial applications where reliable
      operation of the equipment in challenging environments is imperative. The
      systems and equipment are qualified for use in airborne, shipboard, and ground
      based applications. The Company’s product lines include a broad range of
      computers, computer workstations, servers, printers, plotters and monitors.





The
      Company offers military specified and ruggedized versions of flat panel monitors
      and other peripheral equipment (including computers, printers, keyboards and
      trackballs) encased in shock, vibration and temperature resistant chassis.
      The
      chassis produced by the Company are used in conjunction with its product by
      the
      military to house this sensitive ruggedized equipment. The Navy P3 Orion, Air
      Force AWACS and Army Fire-Finder programs all require rugged rack enclosures
      to
      protect the equipment from shock, vibration and other damage which may be
      experienced in a harsh operating environment. DataMetrics continues to focus
      upon increasing its presence in the military arena including United States
      Air
      Force avionics and ground-based systems as well as United States Army system
      diagnostics as well as increasing its presence in the mining sector and aviation
      industry, primarily with its electronic flight bag (EFB) controller.
      DataMetrics’ equipment is designed and qualified for use as part of commercial
      airlines cockpit systems.





For
      the
      year ended April 30, 2007, the Company has experienced slower than expected
      receipt of orders. Many of the military programs from which the Company
      anticipates generating its revenue have been rescheduled and military priorities
      have been reconsidered to account for short, medium, and long-term needs. The
      Company expects to see an increase in order activity in the remaining quarters
      and attributes the delay in orders due to a focus on budget spending for troops
      and munitions in the war effort in Afghanistan and Iraq. The following phases
      in
      this war and projected increase in overall military and defense spending may
      entail more sophisticated surveillance techniques and equipment, which will
      require data processing and peripheral equipment similar to the products we
      currently supply for the AWACS, P3 Orions aircraft and the armed forces.




8
          of 14





**RESULTS
      of OPERATIONS**





**For
      the Six Months Ended April 30, 2007**





Sales.
      We
      had sales of $1,923,000 in the six months ended April 30, 2007 compared to
      $2,207,000 in the comparable period in 2006, a decrease of $284,000 or 12.9%.
      The decrease in sales for the six months ended April 30, 2007 is attributable
      mainly to a decrease in the receipt of orders from the U.S. Government and
      major
      Defense Contractors.





Cost
      of
      sales. We had cost of sales of $1,280,000 in the six months ended April 30,
      2007, representing approximately 66.6% of sales, compared to cost of sales
      of
      $1,544,000 in the comparable period in 2006, which represented 69.9% of sales.
      The decrease of $264,000 or 17.1% was primarily due to the decrease in sales
      as
      previously discussed.





Gross
      profit. We had gross profit of $643,000 in the six months ended April 30, 2007
      representing approximately 33.4% of sales, compared to a gross profit of
      $663,000 in the comparable period in 2006, which represented 30.0% of sales.
      The
      decrease of $20,000 was primarily attributable to the decrease in sales as
      previously discussed.





Selling,
      general and administrative expenses. We had selling, general and administrative,
      “SG&A” , expenses for the six months ended April 30, 2007 of $914,000,
      approximately 47.5% of sales, compared to $858,000 in the comparable period
      in
      2006, which represented 38.9% of sales. This represents an increase of $56,000
      or 6.53% in SG&A and is attributable mainly to increased personnel and
      related costs associated with an increase in headcount for the fiscal
      year.





Loss
      from
      operations. We had loss from operation for the six months ended April 30, 2007
      of $(271,000) compared to loss from operations of $(195,000) in the comparable
      period in 2006, an increase of $76,000 or 38.9%. The increase in loss from
      operations is attributable mainly to a reduced sales volume of 12.9% and an
      increase in SG&A as previously discussed.





Other
      expense. We had other expense of $6,000 for the six months period ended April
      30, 2007 compared to $1,947,000 in the comparable period in 2006, a decrease
      of
      $1,941,000 or 99.7%. The decrease was due primarily to warrants totaling
      386,315,000 which were issued during 2006. The exercise price for the warrants
      was less than the market price of the stock resulting in stock based cost being
      recorded. The decrease is also due to a reduction in interest expense as a
      result of the debt restructuring that occurred on December 30, 2005 where the
      majority of long terms loans were either paid in full or converted into equity
      of the Company.




Net
      loss.
      We had net loss for the six months ended April 30, 2007 of $(277,000) compared
      to a net loss of $(2,142,000) in the comparable period in 2006. The large net
      loss in 2006 was due primarily to warrants totaling 386,315,000 which were
      issued during 2006. The exercise price for the warrants was less than the market
      price of the stock resulting in stock based cost in the amount of $2,186,000
      being recorded.




**For
      the Three Months Ended April 30, 2007**





Sales.
      We
      had sales of $802,000 for the three months ended April 30, 2007 compared to
      $1,052,000 in the comparable period in 2006, a decrease of $250,000 or 23.7%.
      The decrease in sales for the three months ended April 30, 2007 is attributable
      mainly to a decrease in the receipt of orders from the U.S. Government and
      major
      Defense Contractors.





Cost
      of
      sales. We had cost of sales of $603,000 in the three months ended April 30,
      2007, representing approximately 75.2% of sales, compared to cost of sales
      of
      $773,000 in the comparable period in 2006, which represented 73.5% of sales.
      The
      decrease of $170,000 or 22% was primarily due to the decrease in sales as
      previously discussed.





Gross
      profit. We had gross profit of $199,000 in the three months ended April 30,
      2007
      representing approximately 24.8% of sales, compared to a gross profit of
      $279,000 in the comparable period in 2006, which represented 26.5% of sales.
      The
      decrease of $80,000 or 28.7% was primarily due to the decrease in sales as
      previously discussed.





Selling,
      general and administrative expenses. We had selling, general and administrative,
      “SG&A” , expenses for the three months ended April 30, 2007 of $510,000,
      approximately 63.6% of sales, compared to $363,000 in the comparable period
      in
      2006, which represented 34.5% of sales. This represents an increase of $147,000
      or 40.5% in SG&A and is attributable mainly to increased personnel and
      related costs associated with an increase in headcount for the fiscal
      year.




9
          of 14





Loss
      from
      operations. We had loss from operation for the three months ended April 30,
      2007
      of $(311,000) compared to loss from operations of $(84,000) in the comparable
      period in 2006, an increase of $227,000 or 270.2%. The increase in loss from
      operations is attributable mainly to a reduced sales volume of 23.7% and an
      increase in SG&A as previously discussed.





Other
      (expense)/income. We had other expense of $(6,000) for the three months period
      ended April 30, 2007 compared to other income of $13,000 in the comparable
      period in 2006, a decrease in other income of $19,000 or 146.1%. The decrease
      is
      primarily attributable to the debt restructuring that occurred on December
      30,
      2005 where the Company was able to negotiate favorable settlement terms with
      creditors.





Net
      loss.
      We had net loss for the three months ended April 30, 2007 of $(317,000) compared
      to a net loss of $(71,000) in the comparable period in 2006. The increase in
      net
      loss is due to a decrease in net sales, an increase in SG&A and other
      expenses as discussed in previously.





**LIQUIDITY
      and CAPITAL RESOURCES**





The
      Company's principal capital requirements have been to fund working capital.
      The
      Company has relied primarily on internally generated funds, private placement
      proceeds, and subordinated debt to finance its operations. The Company has
      no
      material commitments for capital expenditures which would affect its
      liquidity.





Net
      cash
      used in operations was $444,000 and $25,000 in 2007 and 2006 respectively.
      The
      change from 2006 to 2007 was primarily due to an increase in inventory levels
      to
      fulfill upcoming sales orders and as a result of the net loss.





Net
      cash
      provided by investing activities in 2006 was $1,445,000 derived from the sale
      of
      the building. There were no investing activities in 2007.





Net
      cash
      provided / (used) by financing activities was $300,000 and $(932,000) in 2007
      and 2006, respectively. The change from 2006 to 2007 was primarily related
      to
      the refinancing of the property located at 1717 Diplomacy Row, Orlando, FL.,
      and
      the issuance of Preferred stock as described below.




The
      Company has generated much of the cash flow to sustain current operations
      through a combination of sales and from equity transactions.





On
      December 6, 2006, the Company issued SGD 300,000 shares of Series B Preferred
      Stock for $300,000, which represent the final shares of Series B Preferred
      Stock
      issuable under the Series B Preferred Stock and Warrant Purchase Agreement
      dated
      December 30, 2005. The proceeds were used for general working
      capital.





On
      December 15, 2006 the Company issued 174,887 shares of Common Stock with a
      par
      value of $0.01 in the amount of $20,986 to a related party, SG DMTI Capital,
      LLC
      in lieu of the 4% annual cumulative dividend on the Series B Preferred Stock
      that was due on November 30, 2006.





The
      liquidity of the Company has been affected by net losses for the second quarter
      of 2007, and fiscal years 2006 and 2005, which raise doubt about the Company’s
      ability to continue as a going concern. The Company’s realization of assets and
      satisfactions of liabilities in the ordinary course of business are dependent
      upon several factors including the Company’s ability to secure additional
      funding through investment groups and the generation of sufficient cash flow
      to
      satisfy its obligations on a timely basis.





The
      Company as part of its plan towards resolving these issues has taken the actions
      described below. Management believes that its current and future plans provide
      an opportunity to continue as a going concern. The accompanying consolidated
      financial statements do not include any adjustments relating to the
      recoverability and classification of recorded assets, or the amounts and
      classification of liabilities that may be necessary in the event the Company
      cannot continue as a going concern.




·
            During
                fiscal year 2007, the operations and process of the Company are being
                analyzed and restructured to obtain greater efficiencies in production
                and
                distribution. Management continues to evaluate operations as well
                and has
                made several changes in management and personnel that are designed
                to
                improve product distribution, project completion and on-time delivery.
                Management believes that these efficiencies have positioned the Company
                to
                experience increased sales volume.


·
            Effective
                May 24, 2007, Mr Daniel Bertram resigned his postion as a member
                of the
                Board of Directors, Chief Executive Officer and President of the
                Company.
                Mr. John Marceca was elected to serve as President and Chief Operating
                Officer.


·
            On
                June 1, 2007 the Company successfully completed a reduction in force
                reducing annual payroll expense approximately $167,000 and reducing
                the
                employee headcount from 31 to 27
                employees.




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          of 14




**Off-Balance
      Sheet Arrangements**




We
      have
      no off-balance arrangements to report.




11
            of 14





**Item
      3.**  **CONTROLS
      AND PROCEDURES**





**(A)
      Evaluation of Disclosure Controls and Procedures**





As
      of the
      end of the period covered by this report, the Company carried out an evaluation,
      under the supervision and with the participation of the Company’s Principal
      Operating Officer and Principal Financial Officer of the effectiveness of the
      design and operation of the Company’s disclosure control and procedures. The
      Company’s disclosure controls and procedures are designed to provide a
      reasonable level of assurance of achieving the Company’s disclosure objectives.
      The Company’s Principal Operating Officer and Principal Financial Officer have
      concluded that the Company’s disclosure controls and procedures are in fact,
      effective at this reasonable assurance level as of the period covered. In
      addition, the Company reviewed its internal controls, and there have been no
      significant changes in its internal controls or in other factors that could
      significantly affect those controls subsequent to the date of their last
      evaluation or from the end of the reporting period to the date of this Form
      10-QSB.





**(B)
      Changes In Internal Controls Over Financial Reporting**





In
      connection with the evaluation of the Company’s internal controls during the six
      months ended April 30, 2007 the Company’s Principal Operating Officer and
      Principal Financial Officer have determined that there are no changes to the
      Company’s internal controls over financial reporting that has materially
      affected, or is reasonable likely to materially affect, the Company’s internal
      controls over financial reporting.


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          of 14


**PART
      II. Other Information**





**Item
      1. LEGAL PROCEEDINGS**





The
      Company is, from time to time, the subject of litigation, claims and assessments
      arising out of matters occurring during the normal operation of the Company's
      business. In the opinion of management, the liability, if any, under such
      current litigation, claims and assessments, that are material, have been
      properly accrued.





**Item
      2.**  **UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**





None





**Item
      3. DEFAULTS UPON SENIOR SECURITIES**





The
      Company is in default on certain unsecured indebtedness of $140,960 in principal
      and $99,847 in unpaid interest as the monthly payments of $10,000 that were
      to
      commence September, 2006 for the unpaid interest have not been paid as scheduled
      per the agreement.





The
      Company is in default on certain secured indebtedness of $500,000 in principal
      and $66,780 in unpaid interest as the monthly payments of $5,000 that were
      to
      commence January, 2007 for the unpaid interest have not been paid as scheduled
      by the agreement.




**Item
      4.**  **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None





**Item
      5. OTHER INFORMATION**





None





**Item
      6. EXHIBITS AND OTHER INFORMATION**





Signatures





Certifications


13
          of 14


**SIGNATURES**





In
      accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





Dated:





**DataMetrics
      Corporation**





Registrant





By */s/
      John Marceca*





John
      Marceca





President
      & Chief Operating Officer







By */s/
      Edward Kroning*





Edward
      Kroning





Chief
      Financial Officer


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          of 14