UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

{X} Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934 for the quarterly period ended April 25, 1999
                                           --------------
                                       or

{ } Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Transition Period from ________to_________

Commission File Number  0-8567

                             DATAMETRICS CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

      25B Hanover Road
      Florham Park, New Jersey                                    07932
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)


                                 (973) 377-3900
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common Stock. $.01 Par Value--19,007,227 shares as of June 7, 1999



                                  Page 1 of 14

<PAGE>



                             DATAMETRICS CORPORATION
                              Index to Form 10-QSB

                                                                        Page No.
                                                                        --------
Part I - Financial Information
         Item 1.     Financial Statements:
                  Consolidated Balance Sheet
                  as of April 25, 1999                                      3

                  Consolidated Statements of
                  Operations for the Six Months
                  Ended April 25, 1999 and
                  April 26, 1998                                            4

                  Consolidated Statements of
                  Cash Flows for the Six Months
                  Ended April 25, 1999 and
                  April 26, 1998                                            5

                  Notes to Consolidated
                  Financial Statements                                      6

         Item 2.           Management's Discussion and Analysis
                           of Financial Condition and Results
                           of Operations                                    7


Part II - Other Information
         Item 1.           Legal Proceedings                                11
         Item 2.           Changes in securities and uses of funds.         11
         Item 3.           Defaults upon Senior Securities                  12
         Item 4.           Submission of matters to a vote
                           of security holders.                             12
         Item 5.           Other Information                                13
         Item 6.           Exhibits and Reports on Form 8-K                 13

Signatures                                                                  14




                                  Page 2 of 14

<PAGE>


                             DATAMETRICS CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)



(in thousands, except for share date)                         April 25, 1999
-------------------------------------                         --------------
ASSETS
CURRENT ASSETS:
      Cash and cash equivalents                                      $310
      Accounts receivable, net                                      2,375
      Inventory, net                                                4,596
      Prepaid expenses and other current assets                        61
                                                                  ----------
      Total Current Assets                                          7,342

Property and Equipment, at Cost:
      Land                                                            420
      Building                                                      1,042
      Machinery and equipment                                       3,312
      Furniture, fixtures & computer equipment                      2,638
      Leasehold improvements                                           96
                                                                  ----------

                                                                    7,508
      Accumulated depreciation and amortization                   (5,332)
                                                                  ----------

      Net property and equipment                                    2,176
      Inventoried Parts                                             3,200
      Other Assets                                                    775
                                                                  ----------

                                                                  $13,493
                                                                  ==========

LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
      Revolving line of credit                                       ----
      Current maturities of long-term debt                          1,350
      Accounts Payable                                              1,008
      Accrued commissions and payroll                                  90
      Accrued warranty                                                 30
      Other accrued expenses                                          323
      Other accrued liabilities                                     1,225
      Bridge Notes                                                    450
      Short term-loans                                                 50
                                                                    --------

         Total Current Liabilities                                  4,476
                                                                    --------

      Long-Term Debt, less current maturities
      Loan Payable                                                  4,396
      Other Long-Term Liabilities                                     746
                                                                   ---------

         Total Liabilities                                          9,618
                                                                    --------

      Commitments and Contingencies
      Stockholders Equity
      Common stock, $.01 par value - 40,000,000 shares
         authorized; 17,172,879 shares issued and
         outstanding in 1999 (14,722,629 in 1998)                     172
      Additional paid-in capital                                   39,455
      Accumulated deficit                                        (35,752)
                                                                 -----------

      Total Stockholders' Equity                                    3,875
                                                                ------------
                                                                  $13,493
                                                                  ==========


      See accompanying notes.



                                  Page 3 of 14

<PAGE>

                             DATAMETRICS CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATION

<TABLE>
<CAPTION>
                                                                 (Unaudited)                      (Unaudited)
                                                             Three months ended                Six months ended
                                                       -----------------------------------------------------------------
                                                         April 25,       April 26,         April 25,        April 26,
                                                            1999            1998             1999             1998
                                                       -------------- ---------------- ----------------- ---------------
                                                                   (In thousands, except for per share data)
<S>                                                      <C>            <C>               <C>               <C>

Sales                                                     $2,302         $2,004            $3,888            $3,529

      Cost of Sales                                        1,182          1,036             2,266             2,624
      Research & development                                 116            212               178               348
      Selling, general & administrative                      801            966             1,668             1,992
                                                       -------------- ---------------- ----------------- ---------------

Income (loss) from operations                                203           (210)             (224)           (1,435)
Interest expense, net                                        116            145               240               232
Lease settlement expense                                       0              0             1,225                 0
                                                       -------------- ---------------- ----------------- ---------------

Income (loss) before provision                                87           (355)           (1,689)           (1,667)
      for income taxes
Provision for income taxes                                     0              3                 0                 3
                                                       -------------- ---------------- ----------------- ---------------
Net income (loss)                                             87          ($358)          ($1,689)          ($1,670)
                                                       ============== ================ ================= ===============
Earnings (loss) per share of common stock                     --         ($0.02)           ($0.10)           ($0.11)
      Basic & diluted
                                                       ============== ================ ================= ===============
Weighted average number of shares outstanding             17,123         15,035            16,851            14,869
Basic & diluted
                                                       ============== ================ ================= ===============
</TABLE>




                                  Page 4 of 14

<PAGE>



                             DATAMETRICS CORPORATION
                       CONSOLIDATED CASH FLOWS STATEMENTS
<TABLE>
<CAPTION>

                                                                               For The Six Month Period
(In thousands)(Brackets denotes cash outflows)                         April 25, 1999             April 26, 1999
---------------------------------------------------------------  -------------------------- --------------------------
<S>                                                                    <C>                         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                                                  (1,689)                 (1,670)
Adjustments:
   Depreciation and amortization                                             232                     302
   Bad debt expense                                                            -                      25
Changes in assets and liabilities
Accounts receivable                                                         (396)                  1,236
Inventory                                                                   (456)                 (1,144)
Prepaid expenses and other current assets                                     (6)                     83
Other assets                                                                  35                     298
Accounts payable                                                             (26)                   (593)
Accrued commission and payroll                                              (135)                   (485)
Other accrued expenses                                                    (1,108)                 (1,193)
Advance and progress payments from customers                                   -                    (133)
Other long-term liabilities                                                    -                    (276)
                                                                 -------------------------- --------------------------
Net cash provided by (used in) operating activities                       (1,333)                 (3,550)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for property and equipment                             (101)                 (1,357)
                                                                 -------------------------- --------------------------
Net Cash used in investing activities                                       (101)                 (1,357)
CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings on revolving line of credit                                    426                   5,756
   Payments on revolving line of credit                                   (2,095)                 (5,008)
   Payment on capitalized lease obligations                                  (24)                     (6)
   Borrowings on long-term debt                                            1,200                     899
   Payments on long-term debt                                                  -                    (133)
   Proceeds from the issuance of common stock and warrants                 1,559                   3,472
   Proceeds from bridge notes                                                400                       -
   Proceeds from short term loans                                             50                       -
                                                                 -------------------------- --------------------------
      Net cash provided by financing activities                            1,516                   4,980
                                                                 -------------------------- --------------------------
Net increase in cash and cash equivalents                                     82                      73
Cash and cash equivalents at the beginning of the period                     228                     200
                                                                 -------------------------- --------------------------
CASH AND CASH EQUIVALENTS AT THE
END OF THE PERIOD                                                           $310                    $273
                                                                 ========================== ==========================
Cash paid during the period for:
   Interest                                                                  $86                    $214
   Income Taxes                                                                -                       3
Non-cash Transactions
   Exchange of 7% Convertible debentures for 10%
         Senior Subordinates Notes Due 2000                               (1,750)                      -
   Exchange of Senior Subordinated Debentures for
         10% Senior Subordinated Notes Due 2000                             (500)                      -

See accompanying notes.

</TABLE>


                                  Page 5 of 14

<PAGE>



                             DATAMETRICS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 APRIL 25, 1999
                                   (Unaudited)

1. The  consolidated  financial  statements  include the accounts of Datametrics
Corporation and its wholly-owned subsidiaries (collectively, the "Company").

The consolidated  financial statements included herein have been prepared by the
Company,  without audit, pursuant to the rules and regulations of the Securities
and Exchange  Commission for the  requirements  of the Quarterly  Report on Form
10-QSB.  Certain  information  and  footnote  disclosure  normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations,  although the Company believes that the disclosures are adequate to
make the  information  presented  not  misleading.  It is  suggested  that these
consolidated financial statements be read in conjunction with the statements and
notes thereto  included in the  Company's  latest Annual Report on Form 10-K for
the fiscal year ended October 25, 1998 as filed with the Securities and Exchange
Commission.

The  information  reflects  all  adjustments  (consisting  of  normal  recurring
adjustments)  which are, in the opinion of  management,  necessary  to present a
fair statement of the results of operations for the interim periods. Much of the
Company's business is longer term and involves varying development,  production,
and  delivery  schedules.  Accordingly,  results  of  a  particular  quarter  or
quarter-to-quarter  comparisons  of  recorded  sales  and  profits  may  not  be
indicative of future operating  results,  including  results for the fiscal year
ending October 31, 1999.

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.  The Company does not amortize its non-current  inventory,
but the Company evaluates all inventory for obsolescence on a periodic basis and
records  estimated  reserves.  Inventories  as of April 25, 1999  consist of the
following:

         Inventories of parts and sub-assemblies             $      11,237,000
         Contracts in progress                                         875,000
         Finished goods                                                512,000
                                                                --------------
                                                                    12,624,000
                  Less non current inventories                       3,200,000
                  Less reserve for obsolescence                      4,828,000
                                                                --------------
                                                             $       4,596,000
                                                                ==============



                                  Page 6 of 14

<PAGE>



3.  SUBSEQUENT  EVENTS In April  1998,  the owner of the  premises  the  Company
formerly  leased in  Woodland  Hills,  California,  sued the  Company in the Los
Angeles Superior Court, Los Angeles, California, for the balance of all rent due
through the end of the extant lease  agreement  plus damages.  On March 9, 1999,
the Company entered into a Mutual Release and Settlement Agreement  ("Settlement
Agreement")  with the owner, in settlement of the Court's March 2, 1999 judgment
in the suit in favor of the owner.  On May 5, 1999,  pursuant to the  Settlement
Agreement,  the  Company  paid a total of  $900,000  in cash and issued  150,000
shares of Common  Stock to the owner.  The Company  has agreed to  register  the
shares of Common Stock, and under certain circumstances,  the Company will issue
additional  shares of Common  Stock to the extent  that the market  price of its
Common  Stock  falls below  certain  levels.  The Company  also has the right to
repurchase  the shares under  certain  circumstances.  Since the minimum  amount
guaranteed by the Company is $375,000 in Common Stock, the Common Stock has been
valued  at $2.50  per  share.  Based  on the  above,  the  Company  has  accrued
approximately $1,225,000 related to this matter.

In May 1999, the Company sold an aggregate  1,500,000 shares of its Common Stock
to approximately 3 investors for an aggregate  purchase price of $1,500,000.  In
connection  therewith,  the  Company  also  issued  Warrants  to  purchase up to
1,500,000  shares of its Common Stock at a purchase price equal to the lesser of
$1.35 per share or the volume-weighted average price of the Common Stock for the
20 trading days  immediately  preceding the notice of exercise.  Under a related
Registration  Rights  Agreement,  the Company has agreed to register the shares.
See the  Company's  Current  Report on Form 8-K filed  with the  Securities  and
Exchange Commission on May 17, 1999.

In May,  1999,  the Company  defaulted on  approximately  $250,000 of 10% Bridge
Notes which were  required by their terms to be repaid by May 10,  1999,  of the
amount in default, $100,000 is due to an officer of the Company.

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

                              RESULTS OF OPERATIONS

                 SIX MONTH PERIOD ENDED APRIL 25, 1999 COMPARED
                    TO SIX MONTH PERIOD ENDED APRIL 26, 1998

Sales for the six month period ended April 25, 1999 were $3,888,000, an increase
of $359,000 or 10%,  compared with sales of $3,529,000 in the same period in the
prior fiscal year. The increase in sales for the six months ended April 25, 1999
is attributable to higher production and order levels. During the same period in
the prior  fiscal  year,  the  Company  was  starting  up its new  manufacturing
facility in  Orlando,  Florida and during  this  transition  period  experienced
material shortages and labor inefficiencies.

Cost of sales for the first six  months of fiscal  1999 was  $2,266,000  (58% of
sales),  a decrease of $358,000 or 14%,  compared with $2,624,000 (74% of sales)
for the same period in the prior fiscal year. Cost of sales  decreased  compared
to the same  period in the prior  fiscal year  because  the Company  experienced
labor and material efficiencies in its new Florida manufacturing facility.



                                  Page 7 of 14

<PAGE>


Research and development  expenses were $178,000 for the six-month  period ended
April 25, 1999, a decrease of $170,000 or 49%,  compared  with  $348,000 for the
same  period in the prior year.  The  decrease  in  expenditures  is due to less
research and  development  required for the  Company's  new family of industrial
color printers.

Selling,  general and administrative  ("SG&A") expenses for the six month period
ended April 25, 1999 were $1,668,000  (43% of sales) a decrease of $324,000,  or
16%,  compared with  $1,992,000  (56% of sales) for the same period in the prior
fiscal  year.  The  decrease is due to lower  administrative  and support  staff
expenses throughout the Company.

Net interest  expense  amounted to $240,000 for the six month period ended April
25, 1999 compared  with net interest  expense of $232,000 for the same period in
the prior year. This increase is due to higher outstanding borrowings.

The net  loss  for the  six-month  period  ended  April  25,  1999  amounted  to
$1,689,000  an increased  loss of 22,000  compared with a net loss of $1,667,000
for the same period in the prior year. The loss for the current six-month period
is attributable  to the  non-recurring  Mutual Release and Settlement  Agreement
with the Company's former California landlord.

                THREE MONTH PERIOD ENDED APRIL 25, 1999 COMPARED
                   TO THREE MONTH PERIOD ENDED APRIL 26, 1998

Sales for the  three-month  period  ended  April 25,  1999 were  $2,302,000,  an
increase of  $298,000  or 15%,  compared  with sales of  $2,004,000  in the same
period in the prior  fiscal year.  The increase in sales for the second  quarter
ended April 25, 1999 is attributable to higher than anticipated  orders from the
Department of Defense and prime contractors.

Cost of sales for the  second  quarter  of fiscal  1999 was  $1,182,000  (51% of
sales),  a decrease of $146,000 or 14%,  compared with $1,036,000 (53% of sales)
for the same  period in the prior  fiscal  year.  Cost of sales  improved as the
Company continues to be more efficient in the use of direct labor.

Research and development expenses were $116,000 for the three-month period ended
April 25,  1999,  a decrease of $96,000,  compared  with  $212,000  for the same
period in the prior year.  All of the  expenditures  were for the  Company's DmC
Model 1200 dot matrix printer and DmC Model 4080 thermal  printer as well as the
Company's new family of industrial color printer.

Selling, general and administrative ("SG&A") expenses for the three month period
ended April 25, 1999 were  $801,000  (35% of sales) a decrease of  $165,000,  or
17%,  compared  with  $966,000  (48% of sales) for the same  period in the prior
fiscal  year.  The  decrease is due to lower  administrative  and support  staff
expenses throughout the Company.



                                  Page 8 of 14

<PAGE>


Net interest expense amounted to $116,000 for the three month period ended April
25, 1999 compared  with net interest  expense of $145,000 for the same period in
the prior year. The decrease is due to lower outstanding borrowings.

The net income for the  three-month  period  ended  April 25,  1999  amounted to
$87,000 an increase of $445,000, compared with net loss of $358,000 for the same
period in the prior year.

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 April 25, 1999.  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.

The contract  process in which  products  are offered for sale is generally  set
before costs are incurred, and prices are based on estimates of the costs, which
include the anticipated impact of inflation.

The Company's  backlog of funded  orders not yet  recognized as revenue at April
25,  1999  was  approximately  $3,225,000.  At June 7,  1999,  the  backlog  was
approximately  $5,325,000.  Approximately  75% of the June 7,  1999  backlog  is
expected to be delivered during the next twelve months.

                         LIQUIDITY AND CAPITAL RESOURCES

The Company is currently  in default of  approximately  $1,350,000  in principal
amount of 10% Senior  Subordinated  Secured Debentures which remain outstanding.
The  Debentures  were required to be repaid by their terms on May 25, 1998.  The
Company is currently  negotiating a settlement  with the holders,  and expect to
either issue new notes or repay the amounts  owing with a  combination  of stock
and cash  during  fiscal  1999.  The holders of the  Debentures  have so far not
exercised their remedies as creditors,  but there is no guarantee that they will
not pursue such remedies in the future.

In March 1999, the Company sold an aggregate  $400,000 of 10% Bridge Notes which
are unsecured and mature on May 10, 1999.  In connection therewith,  the Company
also issued an aggregate 200,000 5-year Warrants to purchase the Common Stock of
the Company at a price of $1.00 per share.  The Company is  currently in default
of approximately $250,000 in principal amount of these Bridge Notes which remain
outstanding, of which $100,000 is due to an officer of the Company.

The Company  currently has no revolving  line of credit with a bank or financial
institution.  In order to satisfy short-term working capital  requirements,  the
Company  is  actively  seeking a new  revolving  line of credit  agreement  from
several banks. The Company's failure to obtain such credit could have a material
adverse effect on its continued operations, or require that it obtain substitute
financing  at a higher cost,  or raise  additional  capital  through the sale of
other debt or equity securities.




                                  Page 9 of 14

<PAGE>


Certain  officers of the Company and their affiliates have made short-term loans
to the Company from time to time,  of which  approximately  $50,000 in principal
amount  currently  remains  outstanding.  These  short-term  loans  provided the
Company  with  temporary  working  capital  until  a more  permanent  source  of
financing may be arranged.

The Company's  working  capital and current  ratios at April 25, 1999 and at the
end of fiscal years 1998, 1997 and 1996 were $2,866,000,  $3,570,000, $2,239,000
and $3,187,000 and 1.6, 1.6, 1.3 and 1.3, respectively.

Management believes that the Company must make approximately $200,000 of capital
expenditures (including capitalized leases) during the remainder of fiscal 1999.
The Company's other principal commitments for fiscal year 1999 include principal
and interest payments on loans and subordinated debt.

Management  is attempting to finance the capital  expenditure  requirements  and
other commitments from the issuance of stock, subordinated debt, capital leases,
commercial loans or other sources of working capital.

The Company utilizes various computer  software packages as tools in running its
accounting  operations.  Management  plans to replace the current  Western  Data
Systems  software  with a new  version  which is better  suited to  support  its
current and future  business  needs.  The approach  includes:  an  assessment of
internal programs and equipment;  communication with major customers and vendors
with  respect to the state of  readiness  of their  systems;  an  evaluation  of
facility related issues and the development of a contingency plan. This approach
is designed to maintain an  uninterrupted  supply of goods and services  to/from
the Company.  The Company is incorporating  Year 2000 ("Y2K") compliant computer
programming language into its software package. The Company does not believe the
investment  required for its mainframe and critical hardware equipment to be Y2K
compliant will be significant.

The Company is in a continuous process of communicating with its major customers
and suppliers to determine Y2K systems compatibility and compliance. The Company
has been assured by its major  suppliers that there will be no disruption in the
delivery of goods and services. The Company believes that adequate resources are
available  for the supply of its raw materials  and facility  related  equipment
will be operational.

The Company continues to assess the risks of Y2K associated program failures and
will develop a formal contingency plan with its business partners to address the
specific risks. The failure to correct a material Y2K problem could result in an
interruption  in normal  business  activity.  The Company's  plan is expected to
significantly reduce the risk associated with the Y2K issue. However, due to the
inherent uncertainty of the Y2K issue and dependence on third-party  compliance,
no assurance can be given that potential Y2K failures will not adversely  effect
the Company's operations, liquidity and financial position.



                                  Page 10 of 14

<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 of which are  discussed at  appropriate
points in this report and the  Company's  other SEC filings,  including the fact
that the  Company  is  engaged  in  supplying  equipment  and  services  to U.S.
government  defense  programs  which are  subject  to special  risks,  including
dependence on government  appropriations,  contract  termination  without cause,
contract  renegotiation  and  the  intense  competition  for  available  defense
business.

PART II.          OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS.

The Company is, from time to time, the subject of legal  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 would not materially affect the
financial  position  or the  results  of  operations  of the  Company  except as
disclosed herein.

In January  1997,  four former  officers of the Company  sued the Company in the
Superior  Court of the State of  California,  seeking  severance  benefits under
certain  severance  agreements.  On September 28, 1998, a California trial court
upheld the  enforceability  of the former  officers'  severance  agreements  and
entered a judgment in the  approximate  amount of  $1,200,000  plus interest and
costs. This matter has been appealed. See the Company's Quarterly Report on Form
10-QSB for the period ended  January 24,  1999,  filed with the  Securities  and
Exchange Commission on March 11, 1999.


ITEM 2.           CHANGES IN SECURITIES AND USES OF PROCEEDS.

During the  three-month  period  ended  April 25,  1999,  the  Company  sold the
following  securities  without  registration  and pursuant to the  exemption set
forth in Section 4(2) under the Securities Act of 1933, as amended:




                                  Page 11 of 14

<PAGE>


         1.       During March 1999,  the Company sold an aggregate  $400,000 of
                  10% Bridge Notes Due May 1999 to approximately 5 investors for
                  an aggregate  purchase price of $400,000.  In connection  with
                  such sale, the Company also issued 5-year Warrants to purchase
                  up to an  aggregate  200,000  shares of the  Company's  Common
                  Stock for an exercise price of $1.00 per share.

         2.       During April 1999 the Company  issued 150,000 shares of Common
                  Stock to The  Manufacturer's  Life Insurance  Company (U.S.A.)
                  pursuant to a Mutual Release and Settlement Agreement.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES.

The  Company  remains in default of  approximately  $1.35  million in  principal
amount of Senior Secured Subordinated Notes. The Company is currently attempting
to negotiate a settlement on the remaining amounts  outstanding by way of either
issuance of new notes or  repayment of the amounts  owed with a  combination  of
equity securities and cash during fiscal 1999.

The Company is also currently in default of $250,000 in principal  amount of 10%
Bridge Notes which were required by their terms to be repaid by May 10, 1999. Of
the amount in default, $100,000 is due to an officer of the Company.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On Monday,  March 1, 1999, the Company held its Annual  Meeting of  Shareholders
(the "Annual Meeting") to vote on the following proposals:

         1.       To elect two (2) members to Class II of the Company's Board of
                  Directors,  each to serve a  three-year  term  expiring at the
                  Company's  Annual  Meeting  to be held in 2002.  Nominees  for
                  Director were: (a) Douglas S.  Friedenberg,  Jr.; and (b) John
                  W.
                  O'Leary ("Proposal No. 1")

         2.       To ratify the  re-appointment of BDO Seidman LLP,  independent
                  certified public  accountants,  as the Company's  auditors for
                  fiscal the year ending October 31, 1999 ("Proposal No. 2")

Of the 17,122,879  shares of the Company's  Common Stock of record as of January
25,  1999  able to be  voted at the  Annual  Meeting,  a total of  approximately
12,287,850  shares were voted, or  approximately  71.76% of the Company's issued
and outstanding shares of Common Stock entitled to vote on these matters.



                                  Page 12 of 14

<PAGE>



Each of the proposals was adopted, with the vote totals as follows:

 Proposal         Votes For   Votes Against     Abstentions      Broker Non-Vote
 --------         ---------   -------------     -----------      ---------------
   No. 1

(a) Friedenberg   12,254,857       0             32,993                0

(b) O'Leary       12,254,857       0             32,993                0

    No. 2         12,261,513       13,775        12,562                0


ITEM 5.           OTHER INFORMATION.

                  None.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.

          (a)     List of Exhibits:

                  Exhibit 27 - Financial Data Schedule.

          (b)     Reports on Form 8-K.

                  None.




                                  Page 13 of 14

<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
                                                     -----------------------
                                                     (Registrant)



Dated:   6/8/99                                      /s/ DANIEL P. GINNS
                                                     ---------------------------
                                                     Daniel P. Ginns
                                                     Chief Executive Officer






Dated:   6/8/99                                      /s/ WILLIAM B. PANDOS
                                                     ---------------------------
                                                     William B. Pandos
                                                     Chief Financial Officer





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