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 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 March 17, 2007: 11,534,736 shares.

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

<PAGE>

Index to Form 10-QSB

<TABLE>
<CAPTION>
                                                                                      Page No.
                                                                                      --------
<S>                                                                                     <C>
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                            9-10

         Item 2. Management's Discussion and Analysis                                   11-13

         Item 3. Controls and Procedures                                                14

Part II - Other Information
         Item 1.           Legal Proceedings                                            15
         Item 2.           Unregistered Sales of Equity Securities and uses of funds.   15
         Item 3.           Defaults upon Senior Securities                              15
         Item 4.  Submission of matters to a vote of security holders.                  15
         Item 5.           Other Information                                            15
         Item 6.           Exhibits                                                     15

Certifications                                                                          16-20

Signatures                                                                              21
</TABLE>

                                  Page 2 of 21
<PAGE>

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

<TABLE>
<CAPTION>

                                                                                                  January 31,
                                                                                                     2007
                                                                                                   ----------
<S>                                                                                                 <C>
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                           908
                  Other Current Assets                                                                    51
                                                                                                    --------
                                            Total current assets                                       1,666

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                                            $  1,667
                                                                                                    ========

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                                                                (64,494)
                                                                                                    --------

                                            Total Stockholders Equity                                    315
                                                                                                    --------

                                            Total Liabilities and Stockholders Equity               $  1,667
                                                                                                    ========
</TABLE>

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

                                  Page 3 of 21
<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)

<TABLE>
<CAPTION>

                             Common       Stock        Ser. B Preferred                                        Total
                             ------       -----        ----------------             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                           ~            ~            ~            ~             ~          181           181

                            ----------   ----------   ----------   ----------    ----------   ----------    ----------
Balances at Jan. 31, 2007   11,534,736   $      116    1,000,000   $       10    $   64,683   $  (64,494)   $      315
</TABLE>

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

                                  Page 4 of 21
<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>
                                  Common  Stock        Ser. A Preferred       Ser. B Preferred                             Total
                                  ------  -----       ------------------      ----------------             Add'l           Stock
                             Number    Dollar    Number    Dollar    Number    Dollar      Paid-In         Accum          holders
                           of Shares   Amount  of Shares   Amount  of 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.

                                  Page 5 of 21
<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)
                                                        ---------   ---------

Sales                                                   $   1,121   $   1,155

Cost of Sales                                                 536         771
                                                        ---------   ---------
Gross Profit                                            $     585   $     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                                 181        (111)

Other income and expense                                       --      (1,960)
                                                        ---------   ---------
            Net Income (Loss)                           $     181   $  (2,071)
                                                        =========   =========

Earnings (loss) per share of common stock;
            Basic                                       $   0.015   $  (0.015)
                                                        =========   =========
            Diluted                                     $   0.007   $  (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.

                                  Page 6 of 21
<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)
                                                                                ---------- --------
<S>                                                                                 <C>     <C>
Cash Flows from Operating Activities:
         Net income(loss)                                                           181     (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                                                               (203)        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 activities         300       (932)

                        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

         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
</TABLE>


                                  Page 7 of 21
<PAGE>

<TABLE>
<CAPTION>
         Conversion of Series A preferred stock into
<S>                                                                                 <C>    <C>
                        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.


                                  Page 8 of 21
<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.    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:

Inventories Parts and sub-assemblies                                    $   618
Work in Process                                                             290
Obsolete Inventory                                                        6,070
                                                                        -------
Total Inventory                                                           6,978
Reserve for Obsolete Inventory                                           (6,070)
                                                                        -------
Net Inventory                                                           $   908

3.    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

4.       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

                                  Page 9 of 21
<PAGE>

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

7.    EARNINGS PER SHARE CALCULATION


<TABLE>
<CAPTION>
                                                                      Income              Shares
                                                                     (Numerator)       (Denominator)
                                                                       000's                000's         Per Share Amount
                                                                 ------------------ -------------------- -----------------
<S>                                                                           <C>
Net income                                                                    $181  ~                    ~
Less:  Preferred dividends                                                     (7)  ~                    ~
                                                                 ------------------

Basic earnings per share
Income available to common stockholders                                       $174               11,451            $0.015
                                                                                                         -----------------

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

Dilutive earnings per share
Income available to common stockholders plus assumed
conversions                                                                   $174               24,386            $0.007
                                                                 ------------------ -------------------- -----------------
</TABLE>

8.    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.

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.

                                 Page 10 of 21
<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 $536,000 (48% of
sales), a decrease of $235,000 or 20%, 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.

                                 Page 11 of 21
<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 $181,000
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.

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

                                 Page 12 of 21
<PAGE>

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.

                                 Page 13 of 21
<PAGE>

Item 3.  CONTROLS AND PROCEDURES

      (a) Disclosure Controls and Procedures. Under the supervision and with the
participation of our management, including our principal executive 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 executive 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.

                                 Page 14 of 21
<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.

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 CEO 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  CEO  and  CFO  Pursuant  to  Section  906  of the
            Sarbanes-Oxley Act of 2002

                                 Page 15 of 21
<PAGE>



SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this Form 10-QSB to be signed on its behalf by its
duly authorized representatives.

                                                    DATAMETRICS CORPORATION
                                                    ------------------------
                                                    /s/ Daniel Bertram
                                                    Chief Executive Officer

Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated:

Name                                        Title                 Date
-------------------                 ------------------------  ---------------
/s/ Daniel Bertram                  Chief Executive Officer   March 17, 2007
-------------------
    Daniel Bertram

/s/ Edward Kroning                  Chief Financial Officer   March 17, 2007
-------------------
    Edward Kroning


                                 Page 16 of 21