UNITED STATES
                                 ------ ------

                      SECURITIES AND EXCHANGE COMMISSION
                      ---------- --- -------- ----------

                            WASHINGTON, D.C. 20549
                            ----------- ---- -----

                          FORM 10-QSB/A AMENDMENT #1
                          ------------- --------- --

 {X} Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
 --- --------- ------ ----- ------- -- -- ----- -- --- ---------- -------- ---
                                     of 1934
                                     -- ----

               For the quarterly period ended January 31, 2007

                                      or

      {} Transition Report Under Section 13 or 15(d) of the Exchange Act

Commission File Number  1-8690
                        ------

                             DataMetrics Corporation
            --------------------------------------------------------

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

            Delaware                                        95-3545701
--------------------------------                      ----------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                       Identification Number)

          1717 Diplomacy Row
           Orlando, Florida                                   32809
----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip Code)

                                 (407) 251-4577

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


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


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


Number of shares outstanding of the issuer's common stock, par value $.01,
outstanding as of June 1, 2007: 11,534,736 shares.


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

This amendment is filed to revise the financial information reported to
recognize additional cost of goods sold expense and the related reduction in
inventory that was not previously reported for this quarter.



                                      -1-

<PAGE>


                                                                        Page No.
Part I - Financial Information                                          --------
      Item 1. Financial Statements (unaudited):

            Consolidated Balance Sheet as of January 31, 2007                 3
            Consolidated Statement of Changes in Stockholders Equity
                  for the Three months Ended January 31, 2007                 4
            Consolidated Statement of Changes in Stockholders Equity
                  for the Three months Ended January 31, 2006                 5
            Consolidated Statements of Operations for the Three Months
                  Ended January 31, 2007 and January 31, 2006                 6
            Consolidated Statements of Cash Flows for the Three Months
                  Ended January 31, 2007 and January 31, 2006                7-8


            Notes to Consolidated Financial Statements                      9-11

      Item 2. Managements Discussion and Analysis                          12-14

      Item 3. Controls and Procedures                                         15


Part II - Other Information
      Item 1.     Legal Proceedings                                           16
      Item 2.     Unregistered Sales of Equity Securities and uses of funds.  16
      Item 3.     Defaults upon Senior Securities                             16
      Item 4.     Submission of matters to a vote of security holders.        16
      Item 5.     Other Information                                           16
      Item 6.     Exhibits                                                    16

Certifications                                                             17-21

Signatures                                                                    22




                                      -2-

<PAGE>

<table>
<caption>

                DATAMETRICS CORPORATION AND SUBSIDIARY
                      CONSOLIDATED BALANCE SHEET
             (Unaudited) (in thousands, except share data)

<S>                                                                                           <C>
                                                                                            January
                                                                                               31,
                                                                                              2007
                                                                                           (Restated
                                                                                          See Note 2)
                                                                                           --------
ASSETS
Current Assets
            Cash                                                                           $    294
            Accounts receivable, net of allowance for doubtful accounts of $0                   413
            Inventory, net of allowance for obsolete inventory of $6,070                        767
            Other Current Assets                                                                 51
                                                                                           --------
                              Total current assets                                            1,525

Property and Equipment
            Furniture, Fixtures and computer equipment                                        1,197
            Machinery and equipment                                                             555
                                                                                           --------
                    Total Property and Equipment                                              1,752
                    Less Accumulated Depreciation                                            (1,751)
                                                                                           --------
                              Net Property and Equipment                                          1
                              Total Assets                                                 $  1,526
                                                                                           ========

LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
            Accounts Payable                                                               $    258
            Accrued Expenses                                                                    413
            Warranty Reserve                                                                     40
            Notes Payable - Related parties                                                     500
            Short Term Debt                                                                     141
                                                                                           --------
                              Total Current Liabilities                                       1,352

Stockholders equity:
            4% Cumulative Preferred Stock, $.01 par value ($1,500 aggregate
                    liquidation preference); 40,000,000 Authorized;
                    1,000,000 issued and outstanding                                             10
            Common Stock, $.01 par value; 800,000,000 shares
                    Authorized; 11,534,736 issued and outstanding                               116
            Additional Paid In Capital                                                       64,683
            Accumulated
            Deficit                                                                         (64,635)
                                                                                           --------

                              Total Stockholders Equity                                         174
                                                                                           --------

                              Total Liabilities and Stockholders Equity                    $  1,526
                                                                                           ========
</table>


    The accompanying "Notes to Consolidated Financial Statements"
                      form an integral part of these statements.




                                      -3-

<PAGE>




                DATAMETRICS CORPORATION AND SUBSIDIARY
       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
              For the three months ended January 31, 2007
                   (in thousands, except share data)
                         (Restated See Note 2)
<table>
<caption>
                                                                                                      Total
                    Common         Stock        Ser. B Preferred          Add'l                       Stock
                    Number         Dollar      Number       Dollar       Paid-In       Accum         holders
                   of Shares       Amount     of Shares     Amount       Capital      Deficit        Equity
                 ----------------------------------------------------------------------------------------------

<S>                       <C>         <C>           <C>          <C>         <C>          <C>            <C>
Balances at
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 Income                --           --           --           --           --           40            40

                 ----------------------------------------------------------------------------------------------
Balances at
Jan. 31, 2007     11,534,736   $      116    1,000,000   $       10   $   64,683   $  (64,635)   $      174


</table>



The accompanying "Notes to Consolidated Financial Statements" form an integral
part of these statements.





                                 -4-
<PAGE>




                DATAMETRICS CORPORATION AND SUBSIDIARY
       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
              For the three months ended January 31, 2006
                   (in thousands, except share data)
                              (Restated)

<table>
<caption>
                                                                                                                         Total
                      Common      Stock          Ser. A Preferred     Ser. B Preferred    Add'l                          Stock
                      ------      ------        ------------------    ----------------
                   Number           Dollar         Number   Dollar    Number  Dollar     Paid-In          Accum         holders
                                                     of                of
                 of Shares          Amount         Shares   Amount    Shares  Amount     Capital         Deficit        Deficit
                ------------------------------------------------------------------------------

<S>                       <C>           <C>           <C>    <C>        <C>      <C>         <C>            <C>             <C>
Balances at
Oct. 31, 2005      32,112,103   $       321       892,652    $   9       --      --   $    58,142    $   (61,754)   $    (3,282)

Conversion of
DMTR loan of
$2.9 million
plus accrued
interest          244,736,145         2,447            --       --       --      --           633             --          3,080

Conversion of
Series A
Preferred into
Common Stock       48,947,229           490      (892,652)      (9)      --      --          (481)            --             --

Conversion of
12% Bridge loan
into Series B
Preferred Stock            --            --            --       --    500,000 $   5           495             --            500

Warrants for
the purchase of
of 386,314,860
shares of
Common Stock               --            --            --       --       --      --         2,186             --          2,186

Net Loss                   --            --            --       --       --      --            --         (2,071)        (2,071)

                 ----------------------------------------------------------------------------------------------------------------
Balances at
Jan. 31, 2006     325,795,477   $     3,258            --       --    500,000 $   5   $    60,975    $   (63,825)   $       413


</table>

The accompanying "Notes to Consolidated Financial Statements" form an integral
part of these statements.



                                 -5-
<PAGE>




                DATAMETRICS CORPORATION AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)
                   (in thousands, except per share data)

                                                 for the three months ended
                                                   January 31   January 31
                                                      2007        2006
                                                   (Restated
                                                  See Note 2)  (Restated)
                                                   ---------   ---------
Sales                                              $   1,121   $   1,155

Cost of Sales                                            677         771
                                                   ---------   ---------
Gross Profit                                       $     444   $     384
                                                   ---------   ---------

Selling, General and Administrative
       Personnel and Related Costs                 $     258   $     196

       Other                                             146         299
                                                   ---------   ---------
       Total Selling, General and Administrative   $     404   $     495
                                                   ---------   ---------
Income (Loss) from Operations                             40
                                                                    (111)


Other income and expense                                  --      (1,960)
                                                   ---------   ---------
       Net Income (Loss)                           $      40   $  (2,071)
                                                   =========   =========

Earnings (loss) per share of common stock;
       Basic                                       $   0.003   $  (0.015)
                                                   =========   =========
       Diluted                                     $   0.001   $  (0.015)
                                                   =========   =========

Weighted average number of common shares
outstanding;
       Basic                                          11,451     137,246
                                                   =========   =========
       Diluted                                        24,386     137,246
                                                   =========   =========



    The accompanying "Notes to Consolidated Financial Statements"
                      form an integral part of these statements.








                                 -6-
<PAGE>



                DATAMETRICS CORPORATION AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (unaudited)
                   (in thousands, except per share data)

<table>
<caption>

                                                           for the three months ended
                                                             January 31  January 31
                                                                2007       2006
                                                             (Restated
                                                            See Note 2)  (Restated)
                                                             ---------   ---------
<S>                                                               <C>       <C>
Cash Flows from Operating Activities:

      Net income(loss)                                             40     (2,071)
      Adjustments to reconcile net loss to net cash used
                in operating activities:
      Gain on Sale of Building                                     --       (216)
      Depreciation expense                                          6          4
      Expenses Paid from Debt Financing                            --        249

      Options Issued to Investors during restructuring             --      2,186

Changes in assets and liabilities:

      Accounts receivable                                        (333)       (31)

      Inventories                                                 (62)        16
      Prepaid expenses and other current assets                    (8)       (40)

      Accounts payable                                            (25)      (271)

      Accrued expenses                                             57       (102)
                                                               ------------------
                Net cash used in operating activities            (325)      (276)

Cash Flows from Investing Activities:

      Proceeds from Sale of Building                               --      1,445
      Capital expenditures for property and equipment              --         --
                                                               ------------------
                Net cash provided by investing activities          --
                                                                           1,445

Cash Flows from Financing Activities:

      Proceeds from loan payable                                   --        248
      Proceeds from issuance of Series `B' preferred stock        300

      Payments on Long Term Debt                                   --     (1,180)
                                                               ------------------
                Net cash provided by (used in) financing          300       (932)
                activities

                Net (decrease) increase in cash                   (25)       237
                Cash at the beginning of the period               319        146
                                                               ------------------
                Cash at the end of the period                     294        383
                                                               ------------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
      Interest, net                                                --    $    72

NONCASH INVESTING / FINANCING ACTIVITIES
      Restructuring incentive expenses paid by issuing
                stock options                                      --    $ 2,186


                                 -7-

<PAGE>


      Conversion of long term debt and related accrued

                interest into common stock                         --    $ 3,081

      Conversion of long term debt and related accrued
                interest into Series B preferred stock             --    $   500

      Conversion of Series A preferred stock into
                common stock                                       --    $   489

      Expenses paid with the issuance of notes payable             --    $   249

      Payment of short term bridge loan by issuing
                new note payable                                   --    $   200

      Forgiveness of debt as part of the sale of building          --    $    30

      Issuance of Common Stock for Series B Preferred
      Stock dividend                                          $    21         --

</table>


    The accompanying "Notes to Consolidated Financial Statements"
                      form an integral part of these statements.



                                 -8-

<PAGE>



                        DATAMETRICS CORPORATION
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           January 31, 2007
                              (Unaudited)

1. The financial statements include the accounts of DataMetrics Corporation.

The accompanying condensed financial statements are unaudited and have been
prepared by the Company in accordance with the rules and regulations of the
Securities and Exchange Commission relating to interim financial statements.
These condensed financial statements do not include all disclosures provided in
the company's annual financial statements. The condensed financial statements
should be read in conjunction with the financial statements and notes thereto
for the year ended October 31, 2006 contained in the company's Form 10-KSB filed
with the Securities and Exchange Commission. All adjustments of a normal
recurring nature, which, in the opinion of management, are necessary to present
a fair statement of results for the periods have been made. Results of
operations are not necessarily indicative of the results to be expected for the
full year.


2. Restatement of consolidated financial statements

The consolidated financial statements for the three months ended January 31,
2007 have been restated to recognize additional cost of goods sold expense and
the related reduction in inventory that was not previously reported in this
quarter. As a result of this correction, the following adjustments have been
made:


 Statement of income and deficit for the three months ended January 31, 2007:

Net decrease to net income                                                $141
                                                                   ------------
Net increase to accumulated deficit                                       $141
                                                                   ------------
Net decrease to earnings per share of common stock, basic               $0.012
                                                                   ------------
Net decrease to earnings per share of common stock, diluted             $0.006
                                                                   ------------


3.    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 January 31, 2007 consist of the following:
                                                                   As
                                                               Previously
                                                     Restated   Reported
Inventories Parts and sub-assemblies                 $   586    $   618
Work in Process                                          181        290
Obsolete Inventory                                     6,070      6,070
                                                     ------------------
Total Inventory                                        6,837      6,978
Reserve for Obsolete Inventory                        (6,070)    (6,070)
                                                     -------    -------
Net Inventory                                        $   767    $   908
                                                     ------------------


                                 -9-

<PAGE>


4.    Short term debt

Short term debt at January 31, 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. Negotiations
for settlement of this debt are ongoing. The Notes are unsecured and
callable under certain conditions.                                        $141

5.    Notes payable

Notes Payable - Related Parties at January 31, 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

6.    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.

7.    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 (1,500,000 authorized). The
stock has a cumulative dividend of 4% per annum.

8. Earnings per share calculation

                                             Income        Shares
                                          (Numerator)  (Denominator)   Per Share
                                             000's         000's        Amount
                                             ----------------------------------
Net income                                   $   40          --              --
Less:  Preferred dividends                       (7)         --              --
                                             -------

Basic earnings per share
Income available to common stockholders      $   33       11,451     $    0.003
                                                                     ----------

Effect of dilutive securities
Warrants and options                             --       12,935            --
                                             -------------------


Dilutive earnings per share
Income available to common stockholders
plus assumed conversions                     $   33       24,386     $    0.001
                                             ----------------------------------


9.    Subsequent events

On February 2, 2007, Mr. Rafik Moursalien resigned as Chief Financial Officer of
the Company. Mr. Edward Kroning, the Company's Secretary, was elected to serve
as interim Chief Financial Officer until a successor is appointed.


                                 -10-

<PAGE>

On February 8, 2007 the Company amended the SGD warrant to correct an error of
omission reflecting that the intent of the agreement signed December 30, 2005
was to be $0.01 post-split, not pre-split as described in the agreement.

On February 8, 2007 SGD signed an agreement extending the maturity of its
Secured Promissory Note from December 31, 2006 to December 31, 2007.

On February 8, 2007 Seth Lukash was elected to serve on the Company's Board of
Directors.


                                 -11-

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

      This report contains certain statements of a forward-looking nature
relating to future events or the future performance of the Company. Prospective
investors are cautioned that such statements are only predictions and those
actual events or results may differ materially.


                              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
increase its presence in the military arena including United States Air Force
avionics and ground-based systems as well as United States Army system
diagnostics. DataMetrics has also increased 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 quarter ended January 31, 2007, the Company experienced a
seasonally slow receipt of orders, though proposal activity was greater than
normal. Thus, the Company expects to see an increase in order activity in the
following quarters and attributes the delay in orders due to the holiday season
and a continued focus on budget spending for troops and munitions in the war
effort in Afghanistan and Iraq.



                            RESULTS OF OPERATIONS

              Three Month Period Ended January 31, 2007 Compared
                 To Three Month Period Ended January 31, 2006

    Sales for the quarter ended January 31, 2007 were $1,121,000 a decrease of
$34,000 or 3%, compared with sales of $1,155,000 in the same period in the prior
fiscal year. Sales approximated the same amount as reported for the same period
in the prior fiscal year.

    Cost of sales for the quarter ended January 31, 2007 was $677,000 (60% of
sales), a decrease of $94,000 or 8%, compared with $771,000 (67% of sales) for
the same period in the prior fiscal year. Gross profit percentage increased
compared to the same period in the prior fiscal year due to the presence of one
contract where the Company was the sole supplier and was able to obtain premium
pricing.

    Selling, general and administrative ("SG&A") expenses for the quarter ended
January 31, 2007 were $404,000 (36% of sales) a decrease of $91,000 or 18%,
compared with $495,000 (43% of sales) for the same period in the prior fiscal
year. The decrease is primarily attributable to expenses incurred for the
restructuring that occurred in the same period of the prior fiscal year.

                                 -12-

<PAGE>


    Interest expense amounted to $16,000 for the quarter ended January 31, 2007
compared with net interest expense of $59,000 for the same period in the prior
year. The significant decrease in interest expense for the quarter ended January
31, 2007 compared to the same period of the prior year is attributable to the
reorganization which occurred early in fiscal year 2006. As a result of the said
reorganization, the majority of long term loans were either paid in full or
converted into equity of DataMetrics Corporation.

    The net income for the quarter ended January 31, 2007 amounted to $40,000
compared with a net loss of $2,071,000 for the same period in the prior year.
Net income for 2007 was due primarily to increased gross profit and reductions
in SG&A and interest expense as previously discussed. The large net loss in 2006
was due primarily to options totaling 386,315,000 which were issued during 2006.
The exercise price for the options was less than the market price of the stock
resulting in stock based cost in the amount of $2,186,000 being recorded. The
consolidated financial statements for the three months ended January 31, 2007
have been restated to recognize additional cost of goods sold expense and the
related reduction in inventory that was not previously reported in this quarter.

    Management has determined that, based on the Company's historical losses
from recurring operations, the Company will not recognize its net deferred tax
assets at January 31, 2007. Ultimate recognition of these tax assets is
dependent, to some extent, on future revenue levels and margins. It is the
intention of management to assess the appropriate level for the valuation
allowance each quarter.


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 $325,000 and $276,000 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.

    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.

    Even though the Company has incurred losses over the past several years,
both the working capital and accumulated deficits have improved as a result of
actions Management has taken to ensure the Company will continue as a going
concern, particularly the sale-leaseback of the Company's property and the
restructuring in December 2005. The Company is now in a position where its
current assets are greater



                                 -13-

<PAGE>



than current liabilities indicating better management
of working capital. The Company is dependent upon its sales to fund its
operating cash requirements.

FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

      Except for the historical information and statements contained in this
report, the matters set forth in this report are "forward-looking statements"
that involve uncertainties and risks. Some are discussed at appropriate points
in this report and the Company's other SEC filings. Others are included in the
fact that the Company has been engaged in supplying equipment and services to
the U.S. government defense programs which are subject to special risks,
including dependence on government appropriations, contract termination without
cause, contract re-negotiations and the intense competition for available
defense business.



                                 -14-

<PAGE>


Item 3.     CONTROLS AND PROCEDURES

      (a) Disclosure Controls and Procedures. Under the supervision and with the
participation of our management, including our principal operating and financial
officer, we have evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or
Rule 15d-15(e) under the U.S. Securities Exchange Act of 1934, as amended) as of
the end of the period covered by this report. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms,
and that such information is accumulated and communicated to our management,
including our principal operating and financial officer, as appropriate to allow
timely decisions regarding required disclosure.

      (b) Changes in Internal Control Over Financial Reporting. There were no
significant changes in our internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting during the period covered by this report.



                                 -15-

<PAGE>



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 Uses of Proceeds.

            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. The sale of these securities is exempt from registration under Rule 506
of Regulation D of the Securities Act of 1933.

Item 3.     Defaults upon Senior Securities

        The Company is in default on certain unsecured indebtedness of
approximately $141,000 in principal and $90,000 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 in the
principal amount of $500,000 as the monthly payments of $5,000 for unpaid
interest due in 2006 that were to commence January, 2007 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

      (a)   Exhibits:

            31.1  Certification of COO Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002


            31.2  Certification of CFO Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002


            32    Certification of COO and CFO Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002



                                 -16-