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                                  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 28, 2002

                                       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 1-8690

                             DATAMETRICS CORPORATION
 -----------------------------------------------------------------------------
             (Exact name of registrant 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)

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 -       8,739,133      shares as of June 21, 2002
                               --------------------

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<PAGE>

Index to Form 10-QSB

                                                                        Page No.
                                                                        --------
Part I - Financial Information

      Item 1. Financial Statements (unaudited):

            Consolidated Balance Sheet as of April 28, 2002                 3
            Consolidated Statements of Operations for the Three Months
              Ended April 28, 2002 and April 29, 2001                       4
            Statements of Cash Flows for the Three Months
              Ended April 28, 2002 and April 29, 2001                       5

            Notes to Financial Statements                                   6

      Item 2. Management's Discussion and Analysis of Financial
                Condition and Results of Operations                         9

Part II - Other Information

      Item 1. Legal Proceedings                                            11
      Item 2. Changes in securities and uses of funds                      11
      Item 3. Submission of matters to a vote of security holders          11
      Item 4. Other Information                                            11
      Item 5. Exhibits and Reports on Form 8-K                             11

Signatures                                                                 12


<PAGE>

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

                                                                       April 28,
                                                                         2002
                                                                       ---------
                                     ASSETS

Current assets:
          Cash and cash equivalents                                    $    290
          Accounts receivable, net of allowance for doubtful
          accounts of $100                                                  977
          Employee receivables                                              131
          Inventories, net                                                2,468
          Prepaid expenses and other current assets                           0
                                                                       --------
                    Total current assets                                  3,866

Property and equipment, at cost:
         Land                                                               420
         Building and improvements                                        1,060
         Machinery and equipment                                          1,008
         Furniture, fixtures and computer equipment                       1,063
                                                                       --------
                                                                          3,551

         Less:  Accumulated depreciation and amortization                (1,925)
                                                                       --------
         Net property and equipment                                       1,626

         Other assets                                                        48

                    Total Assets                                       $  5,540
                                                                       ========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
        Current maturities of long-term debt                              2,926
        Accounts payable                                                    753
        Accrued expenses                                                    614
                                                                       --------
                    Total current liabilities                             4,293
                                                                       --------

        Note payable                                                        857

        Loan payable                                                        141
        Senior priority convertible notes                                 1,025
                                                                       --------
                    Total liabilities                                  $  6,316

Stockholder's equity
         Preferred stock, $.08 par value, 40,000,000
             Shares authorized, none issued
         Common stock, $.20 par value, 800,000,000 shares
             Authorized  8,739,133 shares issued and outstanding          1,748
         Additional paid-in capital                                      51,886
         Accumulated deficit                                            (54,410)
                                                                       --------
                    Total stockholder's deficit                            (776)
                                                                       --------
Total Liabilities and Stockholder's Deficit                            $  5,540
                                                                       ========

          See accompanying notes to consolidated financial statements.


<PAGE>

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

<TABLE>
<CAPTION>
                                                            Three Months Ended                Six Months Ended
                                                       April 28,        April 29,         April 28,         April 29,
                                                         2002              2001             2002              2001
                                                       ---------        ---------         ---------         ---------
<S>                                                    <C>               <C>               <C>               <C>
Sales                                                  $ 1,541           $   772           $ 3,035           $ 1,630

Cost of sales
     Purchases, manufacturing & overhead                   410             2,319             1,136             3,500
                                                       -------           -------           -------           -------

Gross profit (loss)                                      1,131            (1,547)            1,899            (1,870)
Selling, general & administrative expenses                 875               873             1,607             1,426
                                                       -------           -------           -------           -------
Profit (loss) from operations                              256            (2,420)              292            (3,296)

Other income (expense)                                    (476)             (278)             (668)              458
                                                       -------           -------           -------           -------
Profit (loss) before extraordinary item                   (220)           (2,698)             (376)           (2,838)

Net profit (loss)                                      $  (220)          $(2,698)          $  (376)          $(2,838)
                                                       =======           =======           =======           =======

Loss per share of common stock:

Basic and diluted                                      $  (.10)          $ (6.17)          $  (.19)          $ (6.49)

Weighted avg. no. of shares outstanding:
Basic and diluted                                        2,140               437             1,992               437
</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>

                     DATAMETRICS CORPORATION AND SUBSIDIARY
                             STATEMENT OF CASH FLOWS
                                 See Footnote 6

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     Six Months Ended
                                                                               April 28,           April 29,
                                                                                  2002                2001
                                                                                --------           ---------
<S>                                                                             <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                               $   622             $(2,838)
Adjustments to reconcile net loss to net cash
Provided (used in) by operating activities:
            Depreciation                                                            145                 312
            Writedown of inventory                                                   --                 950
            Provision for bad debts                                                  50                  --
            Advances to subsidiary for operations                                (1,188)                 --
            Non-cash charges related to lease abandonment                            --                 250
            Writedown of website costs                                               --                 194
            Advances to employees                                                  (319)                 --
            Repayments of employee advances                                         188                  --
            Expenses satisfied by issuance of common stock                           30
Changes in assets and liabilities:
            Accounts receivable                                                     388                (316)
            Inventory                                                                82                 (50)
            Prepaid expenses and other current assets                                53                (134)
            Other assets                                                            (36)               (195)
            Accounts payable                                                       (219)                399
            Accrued expenses                                                        261               1,203
                                                                                -------             -------
                Net cash provided by (used in) operating activities                  57                (225)
                                                                                -------             -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equity                                                          0                  66
                                                                                -------             -------
                Net cash provided by (used in) investing activities                   0                  66

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on revolving line of credit                                                 --              (7,407)
Borrowings senior priority convertible notes                                         --                 225
Borrowings on long-term debt                                                         --               2,463
Payments on note payable                                                            (13)                 --
Proceeds from short term loans                                                       --               4,889
                                                                                                    -------
                Net cash provided by (used in) financing activities                 (13)                170
                                                                                -------             -------

Net increase (decrease) in cash and cash equivalents                                 44                  11
Cash at the beginning of the period                                                 246                  28
                                                                                -------             -------
Cash at the end of the period                                                   $   290             $    39
                                                                                =======             =======
Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:
           Interest paid, net                                                   $   149             $   111
                                                                                =======             =======
Non-cash transaction:
Accrual of 10% senior subordinated notes due 2000                                    --             $    88

Accrual of 12% senior subordinated notes due 2000                                                   $    85

Conversion of 96% of the 10% subordinated notes and all of the
12% senior convertible note and all related accrued interest into
common stock                                                                                        $ 7,180
</TABLE>

          See accompanying notes to consolidated financial statements

<PAGE>

                             DATAMETRICS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    (in thousands, except for per share data)

                                 April 28, 2002
                                   (unaudited)

1.    The accompanying condensed financial statements are unaudited and have
      been prepared 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 28, 2001
      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 interim 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 inventory for obsolescence and net realizable value on a
      periodic basis and records estimated reserves accordingly.

      Inventories as of April 28, 2002 consist of the following:

(in thousands)

      Inventories                                                   $2,468
      Obsolete Inventory                                             6,012
                                                                    ------
                  Inventories, gross                                 8,480
                   Reserve for obsolescence                          6,012
                                                                    ------
                   Total  Inventories                               $2,468
                                                                    ======


<PAGE>

      During the prior fiscal year it was deemed prudent to increase the reserve
for obsolescent inventory or to dispose of inventory. No additional reserves
were considered necessary during the second quarter of fiscal year 2002.

3.    DEBT STRUCTURE

            Detail of the Company's debt structure appears in the 10-K for
      Fiscal Year Ended 10/28/2001.

4.    SEGMENT DATA

            The Company has no reportable segments. There is no segment data to
      be reported.

5.    COMMITMENTS AND CONTINGENCIES

      In connection with a Mutual Release and Settlement Agreement between the
      Company and the owner of premises formerly leased by the Company in
      California, the Company is required to issue approximately 135,000 shares
      of common stock.

6.    Comparable data for the Statement of Cash Flows was not available for the
      subsidiary acquired, in December, 2001, for the second quarter of the
      prior or fiscal year. Consequently, the statements of cash flows for the
      six months ended April 28, 2002 and April 29, 2001 do not include the
      effect of cash flows for the subsidiary. This data will be provided when
      it becomes available.

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.

                                MANAGEMENT FOCUS

      The Company's sales in the quarter ended April 28, 2002 were highlighted
      by the second payment of an exclusive license agreement with 3M in the
      amount of $946,141 in which the Company granted 3M an exclusive license
      to its vehicle registration and identification technology. This represents
      the completion of the contract that was negotiated in the first quarter.
      Further, the agreement clarifies the Company's focus on the
      military/defense/aerospace market. Bookings for new military contracts
      increased during the period, creating a backlog of $1,498,879, or


<PAGE>

      32% greater than at the end of the same quarter a year ago. Proposal
      activity increased significantly due to an increase in military/defense
      spending by the United States government.

      The Company projects growth throughout 2002, but remains cautious as
      military program priorities continue to be somewhat fluid as a result of
      September 11, 2001. The Company sees new opportunities as a result of new
      homeland security initiatives, but recognizes that a typical sales cycle
      for a new military program is 18-24 months.

      The Company continued to streamline operations, and reduced payroll by
      $7,000 per week or 8% as a result. In addition, the Company completed the
      integration of Peripheral Equipment Corporation (PEC) into its Orlando,
      Florida facility. DataMetrics remains optimistic that the acquisition of
      PEC will provide significant revenue opportunities.


<PAGE>

RESULTS OF OPERATIONS

                THREE MONTH PERIOD ENDED APRIL 28, 2002 COMPARED
                   TO THREE MONTH PERIOD ENDED APRIL 29, 2001
                                 (in thousands)

      Sales for the quarter ended April 28, 2002 were $1,541, an increase of
$769 or 100% compared with sales of $772 in the second quarter in the prior
fiscal year. The increase in sales is attributable mainly to the recognition of
the second part of the 3M exclusive license agreement. Sales to the Company's
major customers, Lockheed Martin and Northrop Grumman filled out the balance.

      Cost of sales is favorable due mainly to the 3M agreement which had little
cost incurred. The remaining cost of sales was comparatively low due to
efficiencies in purchasing and manufacturing. The actual cost of sales of $410
compared to $2,319 for the same period in the prior year. This was accounted for
largely by the writedowns of inventory last year due to slow moving and obsolete
inventory.

      Selling, general and administrative expenses for the quarter ended April
28, 2002, were $875 (57% of sales) an increase of $2 or .2%, compared with $873
(113% of sales) for the same period in the second quarter in the prior fiscal
year. The increase was additional staff related to merging PEC management into
DataMetrics' staff.

      Net interest and other expenses was $476 for the quarter ended April 28,
2002 compared with net interest expense of $278 for the second quarter of the
prior fiscal year. This increase is due to the interest accrual which was on a
greater amount of debt than the prior period and costs associated with the
acquisition and integration of PEC.

      The loss for the quarter ended April 28, 2002 amounted to $220, a decrease
of 92% compared with a loss of $2,698 for the second quarter in the prior fiscal
year. The decrease in loss for the current period is attributable to the ongoing
effort to streamline operations and the termination of unprofitable
subsidiaries.

      Management has determined that, based on the Company's historical losses
from recurring operations, the Company will most likely not recognize its net
deferred tax assets at April 28, 2002. Ultimate recognition of these tax assets
is dependent, to some extent, on the future revenue levels and margins of the
Company. It is the intention of management to assess the appropriate level for
the valuation allowance each quarter.

                 Six Month Period Ended April 28, 2002 Compared
                    To Six Month Period Ended April 29, 2001
                                 (in thousands)

      Sales for the six months period ended April 28, 2002 were $3,035, an
increase of


<PAGE>

$1,405 or 86%, compared with sales of $1,630 in the same period of the prior
year. The increase in sales was due mostly to the 3M hardware and intellectual
property sale in the first and second quarter of the year.

      Cost of sales for the first six months of fiscal 2002 was $1,136 (37% of
sales), a decrease of $2,364 or 68%, compared with $3,500 (215% of sales) for
the same period in the prior fiscal year primarily due to the favorable cost of
sales on the 3M sales and the lack of inventory adjustment in cost of sales.

      Selling, General and Administrative expenses for the six month period
ended April 28, 2002 were $1,607 (53% of sales), an increase of $181, or 13%
compared with $1,426 (87% of sales) for the same period in the prior year. The
SG&A costs are increased primarily due to the assimilation of PEC.

      The other income difference is due to $1,046 of life insurance proceeds in
the first quarter of the same period in the prior year and the debt
restructuring eliminating the interest accrual.

      The net loss for the six month period ended April 28, 2002 amounted to
$376, a decrease of $2,462 compared with a net loss of $2,838 for the same
period in the prior year. The loss for the current fiscal year is due to
increased costs of completing PECs contracts, integration costs and liabilities
assumed as a result of the merger.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's principal capital requirements have been to fund working
capital needs, capital expenditures and the payment of long term debt. The
Company has formerly relied primarily on internally generated funds, private
placement proceeds, subordinated debt and other bank debt to finance its
operation. The Company's liquidity and cash resources are significantly impaired
by ongoing losses. As a result, additional equity or other capital may be
required to satisfy operating expenses in the short and long term. There are
doubts about the Company's ability to continue as a going concern if such
additional capital is not raised.

      Net cash provided (used) in operations was $57 and $(225), in the first
six months of 2002 and 2001, respectively. The change from 2001 to 2002 was due
to a renewed focus on the military market. As of April 28, 2002, the Company had
cash and cash equivalents of $290 compared to $39 of the end of the second
quarter in the prior fiscal year.

      Net cash provided by (used) in investing activities was $0 and $66 in the
first six months of 2002 and 2001, respectively. The sale of stock in 2001
provided cash from investing activities, however, no corresponding sale has
occurred in 2002.


<PAGE>

      Net cash provided (used) in financing activities was $(13) and $170 in the
first six months of 2002 and 2001, respectively. The change from 2001 to 2002
was primarily related to the debt conversion in the second quarter.

      In January 2002, the Company granted 3M an exclusive license for the
"vehicle registration and identification" market and sold certain related
equipment for $1,900,000. The Company used the proceeds for operating
expenses, marketing expenses, to satisfy current obligations and for its
restructuring.

      Effective April 26, 2002, the Company amended its Certificate of
Incorporation to increase the number of authorized shares of the Company's
Common Stock, $.20 par value, from 40,000,000 to 800,000,000 and to increase the
number of authorized shares of the Company's Preferred Stock, $.08 par value,
from 5,000,000 to 40,000,000. The Company's Certificate of Incorporation was
also amended effective April 26, 2002 to effect a stock combination through a
reverse stock split pursuant to which every (20) twenty shares of outstanding
Common Stock were reclassified into one (1) share of Common Stock.

      In connection with its efforts to convert certain outstanding indebtedness
to equity, the Company had received commitments from the holders of its 12%
Senior Subordinated Secured Notes in the aggregate principal amount of
$2,835,607 and the holders of 96% of its 10% Subordinated Notes in the aggregate
principal amount of $3,524,000 to exchange such promissory notes for Common
Stock of the Company effecting the increase in the authorized number of shares
of Common Stock. Upon the effectiveness of the amendments to the Company's
Certificate of Incorporation, including the one for 20 reverse stock split; the
$2,835,607 principal amount of the 12% Senior Subordinated Secured Notes were
converted into an aggregate of 1,928,545 shares of Common Stock and the
$3,383,040 (96% of $3,524,000) principal amount of the 10% Subordinated Notes
were converted into 4,818,656 shares of Common Stock.

      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.

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 has been 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 renegotiations 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 therein.

Item 2. CHANGES IN SECURITIES AND USES OF PROCEEDS.

      None

Item 3. SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS

      None

Item 4. OTHER INFORMATION

      None

Item 5. EXHIBITS AND REPORTS ON FORM 8-K

      Exhibits: None.

      Reports on Form 8-K.

<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: 6/25/2002                             /s/ DANIEL BERTRAM
                                                 -----------------------
                                                 Daniel Bertram
                                                 Chief Executive Officer


Dated: 6/25/2002                             /s/ PHILLIP E. LAMBERT
                                                 -----------------------
                                                 Phillip E. Lambert
                                                 Chief Financial Officer