================================================================================

                                  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 30, 2000

                                       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)

            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 -- 18,997,227 shares as of  6/1/00


================================================================================

                                    1 of 11
<PAGE>

                    DATAMETRICS CORPORATION AND SUBSIDIARIES
                              Index to Form 10-QSB

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

                Consolidated Balance Sheet as of April 30, 2000               3
                Consolidated Statements of Operations for the Three and
                Six Months Ended April 30, 2000 and April 25, 1999            4
                Consolidated Statements of Cash Flows for the Six
                Months Ended April 30, 2000 and April 25, 1999                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                                          8
      Item 2.      Changes in securities and uses of funds.                   8
      Item 3.      Defaults upon Senior Securities                            9
      Item 4.      Submission of matters to a vote of security holders        9
      Item 5.      Other Information                                          9
      Item 6.      Exhibits and Reports on Form 8-K                           9

Signatures                                                                    10




                                    2 of 11
<PAGE>

DATAMETRICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
(in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                                 April 30,
                                                                                                   2000
                                                                                              -------------
<S>                                                                                                <C>
                                               ASSETS
Current assets:
        Cash and cash equivalents                                                                    $ 332
        Accounts receivable, net of allowance for doubtful accounts of $50                           1,228
        Inventories, net                                                                             2,935
        Prepaid expenses and other current assets                                                      837
                                                                                              -------------

             Total current assets                                                                    5,332
                                                                                              -------------
Property and equipment, at cost:
        Land                                                                                           420
        Building and improvements                                                                    1,042
        Machinery and equipment                                                                      3,657
        Furniture, fixtures and computer equipment                                                   2,623
        Leasehold improvements                                                                          86
                                                                                              -------------

                                                                                                     7,828
Less: Accumulated depreciation and amortization                                                     (5,699)
                                                                                              -------------

             Net property and equipment                                                              2,129
        Inventories, net                                                                             2,766
        Other assets                                                                                   992
                                                                                              -------------
                                                                                                  $ 11,219
                                                                                              =============
                                LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
        Revolving line of credit                                                                   $ 1,496
        Current maturities of long-term debt                                                         6,142
        Accounts payable                                                                               894
        Other accrued expenses                                                                         318
                                                                                              -------------
             Total current liabilities                                                               8,850
                                                                                              -------------
        Long-term debt, less current maturities                                                        910
        Loan payable                                                                                   800
                                                                                              -------------
             Total liabilities                                                                      10,560

Minority interest                                                                                        -
Stockholders' equity
        Preferred  stock,  $.01 par value;  5,000,000  shares  authorized,  none issued                  -
        Common stock, $.01 par value; 40,000,000 shares authorized
        18,997,227 shares issued and outstanding                                                       190
        Additional paid-in capital                                                                  43,885
        Accumulated deficit                                                                        (43,416)
                                                                                              -------------
             Total stockholders' equity                                                                659
                                                                                              -------------
                                                                                                  $ 11,219
                                                                                              =============
</TABLE>
                                    3 of 11
<PAGE>

DATAMETRICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                 (Unaudited)                              (Unaudited)
                                                              Three months ended                        Six months ended
                                                          April 30,          April 25,           April 30,            April 25,
                                                            2000               1999                2000                 1999
                                                          ----------------------------          -------------------------------
                                                                      (in thousands, except per share data)
<S>                                                     <C>                 <C>                 <C>                   <C>


Sales                                                    $ 1,188             $ 2,302             $ 2,319               $ 3,888

      Cost of sales                                        1,491               1,298               2,882                 2,444
      Selling, general and administrative                    542                 801               1,183                 1,668
      Lease settlement expense                                 -                   -                   -                 1,225
                                                        ---------           ---------           ---------             ---------
Income (loss) from operations                               (845)                203              (1,746)               (1,449)
Interest expense, net                                        461                 116                 912                   240
                                                        ---------           ---------           ---------             ---------
Income (loss) before minority interest                    (1,306)                 87              (2,658)               (1,689)
Minority interest                                             18                   -                  18                     -
                                                        ---------           ---------           ---------             ---------
      Net income (loss)                                 $ (1,288)               $ 87            $ (2,640)             $ (1,689)
                                                        =========           =========           =========             =========
Loss per share of common stock:
      Basic and diluted                                  $ (0.07)                $ -             $ (0.14)              $ (0.10)
                                                        =========           =========           =========             =========
Weighted average number of shares outstanding:
      Basic and diluted                                   18,997              17,123              18,997                16,851
                                                        =========           =========           =========             =========
</TABLE>

                                    4 of 11
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)

<TABLE>
<CAPTION>
                                                                                                SIX MONTHS ENDED
                                                                                           APRIL 30,           APRIL 25,
                                                                                             2000                1999
                                                                                           ---------           ---------
<S>                                                                                       <C>                 <C>
Cash Flows from Operating Activities:
      Net loss                                                                             $ (2,640)           $ (1,689)
      Adjustments to reconcile net loss to net cash used in operating activities:
           Depreciation and amortization                                                        180                 232
           Non-cash interest and financing costs                                                456                   -
           Minority interest                                                                    (18)                  -

      Changes in assets and liabilities:
           Accounts receivable                                                                1,163                (396)
           Inventory                                                                            241                (456)
           Prepaid expenses and other current assets                                           (283)                 (6)
           Other assets                                                                         179                  35
           Accounts payable                                                                     (45)                (26)
           Accrued expenses                                                                      61                 973
                                                                                           ---------           ---------
                Net cash used in operating activities                                          (706)             (1,333)

Cash Flows from Investing Activities:
      Capital expenditures for property and equipment                                          (333)               (101)
      Proceeds from sale of equity in subsidiary                                              1,200                   -
                                                                                           ---------           ---------
                Net cash provided by (used in) investing activities                             867                (101)

Cash Flows from Financing Activities:
      Borrowings on revolving line of credit                                                    545                 426
      Payments on revolving line of credit                                                     (500)             (2,095)
      Payments on capitalized lease obligations                                                   -                 (24)
      Borrowings on long-term debt                                                                -               1,200
      Payments on long-term debt                                                                (11)                  -
      Borrowings on loan payable                                                                  -
      Proceeds from bridge notes                                                                  -                 400
      Proceeds from short term loans                                                              -                  50
      Proceeds from the issuance of common stock and warrants                                     -               1,559
                                                                                           ---------           ---------
                Net cash provided by financing activities                                        34               1,516
                                                                                           ---------           ---------
      Net increase in cash and cash equivalents                                                 195                  82

      Cash and cash equivalents at the beginning of the period                                  137                 228
                                                                                           ---------           ---------
      Cash and cash equivalents at the end of the period                                      $ 332               $ 310
                                                                                           =========           =========
      Supplemental Disclosures of Cash Flow Information:
           Interest paid, net                                                                 $ 289                $ 86
      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 Subordinates
                Notes Due 2000                                                                  $ -              $ (500)
           Conversion of accrued interest to 12% Subordinated Convertible Secured Notes
                Due 2000                                                                      $ 248                 $ -
</TABLE>

                                    5 of 11
<PAGE>

                             DATAMETRICS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 April 30, 2000
                                   (Unaudited)

1. The  consolidated  financial  statements  include the accounts of Datametrics
Corporation and its wholly-and majority-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 31, 1999 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 29, 2000.

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 30, 2000  consist of the
following:

         Inventories of parts and sub-assemblies              $  10,789
         Work in process                                            191
         Finished Goods                                             221
                                                              ---------
                                                                 11,201

                  Less non current inventories                   (2,766)
                  Less reserve for obsolescence                  (5,500)
                                                              ----------
                                                              $   2,935
                                                              ==========

3. SALE OF THE  MILITARY  BUSINESS.  In January  2000,  the  Company's  Board of
Directors approved the sale of the Company's  military business.  The Company is
seeking to sell the entire inventory,  customer lists and manufacturing drawings
and specifications  related to this line of business. The Company has redirected
its efforts exclusively to the manufacturing and marketing of the Condor(TM) and
Harrier  (TM) high  speed  thermal  transfer  printers  and the  management  and
operations of its internet-based MadeMyWay.com(TM). In January 2000, the

                                    6 of 11
<PAGE>

Company also terminated approximately 30 employees.  Severance was insignificant
and there were no other exit costs  related to the  planned  disposition  of the
military business incurred as of April 30, 2000.

4. SALE OF COMMON  STOCK.  In March 2000,  the Company  sold  600,000  shares of
Common Stock in  MadeMyWay.com  to an outside  investor for  approximately  $1.2
million. The sale reduced the Company's ownership interest in MadeMyWay.com from
100% to 88%.  Two years after  closing the investor has the right to convert its
common shares of MadeMyWay.com into preferred shares of Datametrics  Corporation
under certain  circumstances  as defined in the Stock  Purchase  Agreement.  The
proceeds from the sale will be used for working  capital  purposes and marketing
of MadeMyWay.com.

5. SEGMENT DATA. The Company has two reportable segments: industrial printer and
internet.  The  industrial  segment  designs,   develops  and  sells  industrial
printers.  The  internet  segment  consists  primarily  of a newly  incorporated
subsidiary  engaged in the fulfillment of customized and  personalized  products
primarily  for  the  business-to-business   e-commerce  market.  The  reportable
segments  are  strategic  business  units  that  offer  different  products  and
services. Results for the two reportable segments are as follows:


                                                INDUSTRIAL    INTERNET    TOTAL
  For the six months ended                       PRINTER
  April 30, 2000

  Sales                                          $  2,319      $  -     $ 2,319

  Cost of Sales                                     2,697       185       2,882

  Selling, general and administrative                 962       221       1,183
                                                 ---------    ------    --------

  Loss from operations                             (1,340)     (406)     (1,746)

  Total other expenses, net                          (912)        -        (912)
                                                 ---------    ------    --------
  Loss before minority interest                  $ (2,252)    $(406)    $(2,658)
                                                 =========    ======    ========


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

                              RESULTS OF OPERATIONS

                 SIX MONTH PERIOD ENDED APRIL 30, 2000 COMPARED
                    TO SIX MONTH PERIOD ENDED APRIL 25, 1999

Sales for the six month period ended April 30, 2000 were $2,319,000,  a decrease
of  $1,569,000  or 40%,  compared with sales of $3,888,000 in the same period in
the prior fiscal year.  The decrease in sales for the six months ended April 30,
2000 is  attributable  to the  Company's  decision to withdraw from the military
defense business.

Cost of sales for the first six months of fiscal  2000 was  $2,882,000  (125% of
sales),  an increase of $438,000 or 18%, compared with $2,444,000 (63% of sales)
for the same period in the prior fiscal year. Cost of sales  increased  compared
to the same  period in the prior  fiscal  year  because  of lower  gross  margin
product  mix as well as the Company  functioning  at a lower  capacity  than the
previous year.

                                    7 of 11
<PAGE>

Selling,  general and administrative  ("SG&A") expenses for the six month period
ended April 30, 2000 were $1,183,000 (51% of sales), a decrease of $485,000,  or
29%,  compared with  $1,668,000  (43% 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.

In the prior year the Company incurred lease  settlement  expense of $1,225,000.
There was no such expense in the current period.

Net interest  expense  amounted to $912,000 for the six month period ended April
30, 2000 compared  with net interest  expense of $240,000 for the same period in
the prior year. This increase is due to higher outstanding borrowings and higher
amortization  of original issue discount from warrants issued in connection with
certain borrowings.

The net  loss  for the  six-month  period  ended  April  30,  2000  amounted  to
$2,609,000 an increased  loss of $920,000 compared with a net loss of $1,689,000
for the same period in the prior year. The loss for the current six-month period
is attributable to the Company's decision to withdraw from the  military/defense
business and the start-up expenses of its MadeMyWay.com, Inc. subsidiary.

                THREE MONTH PERIOD ENDED APRIL 30, 2000 COMPARED
                   TO THREE MONTH PERIOD ENDED APRIL 25, 1999

Sales for the  three-month  period  ended  April 30,  2000  were  $1,188,000,  a
decrease of  $1,114,000  or 48%,  compared  with sales of $2,302,000 in the same
period in the prior  fiscal year.  The decrease in sales for the second  quarter
ended April 30, 2000 is attributable to the Company's  decision to withdraw from
the military/defense business.

Cost of sales for the second  quarter  of fiscal  2000 was  $1,491,000  (126% of
sales),  an increase of $193,000 or 15%, compared with $1,298,000 (56% of sales)
for the same period in the prior fiscal  year.  The increase in cost of sales is
attributable to lower gross margin product mix.

Selling, general and administrative ("SG&A") expenses for the three month period
ended April 30, 2000 were  $542,000 (46% of sales),  a decrease of $259,000,  or
32%,  compared  with  $801,000  (35% 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 $461,000 for the three month period ended April
30, 2000 compared  with net interest  expense of $116,000 for the same period in
the prior year. The increase is due to higher outstanding  borrowings and higher
amortization  of original issue discount from warrants issued in connection with
certain borrowings.

The net loss for the  three-month  period  ended  April  30,  2000  amounted  to
$1,257,000  an increase of  $1,344,000,  compared with net income of $87,000 for
the same period in the prior year. The loss for the current  three-month  period
is attributable to the Company's decision to withdraw from the  military/defense
business and the start-up expenses of its MadeMyWay.com, Inc. subsidary.

                                    8 of 11
<PAGE>

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 30, 2000.  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
30,  2000 was  approximately  $313,000.  All of the  backlog is  expected  to be
delivered during the next twelve months.

                         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
recently  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 and significant  reductions in revenues. The Company has substantial debt
due for repayment  during fiscal 2000,  which debt cannot be repaid from cash or
other proceeds from operations.  As a result,  significant  additional equity or
other capital are required to meet its debt  obligations  and satisfy  operating
expenses in the short and long term.

The Company  expects  that such debt can be repaid in whole or in part only from
the  proceeds  of  additional   financings  of  its  business  or  that  of  its
subsidiaries,  the sale of some or all of its  interests  in  MadeMyWay or other
subsidiaries, from the sale of its military supply business or from the proceeds
of sale of its common stock,  directly or through the  conversion of outstanding
warrants  or other  rights to  purchase  common  stock.  We are  having  ongoing
discussions  with investors  about equity and/or debt  financing.  While we have
received preliminary  indications of interest from investors,  as of the date of
this filing,  we have no agreements  for additional  financing.  There can be no
assurance  that  we will be  successful  in  obtaining  such  additional  equity
financing or debt or, if agreed to, that the financing will be completed. If the
financing is completed,  we would  initially  use the funds for working  capital
purposes. A portion of the existing obligations may also be extended, refinanced
or converted  to equity,  but no such  agreements  to do so exist as of the date
hereof, and may occur or be agreed to.

In March 2000, the Company sold 600,000 shares of Common Stock in  MadeMyWay.com
to an outside  investor for  approximately  $1.2  million.  The sale reduced the
Company's  ownership interest in MadeMyWay.com from 100% to 88%. Two years after
closing the investor has the right to convert its common shares of MadeMyWay.com
into preferred shares of Datametrics  Corporation under certain circumstances as
defined in the Stock Purchase Agreement. The proceeds from the sale will be used
for working capital purposes and marketing of MadeMyWay.com.

                                    9 of 11
<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  special
risks,  such as the  uncertainty  of the  market  for the  sale of the  military
division, and the availability of funding for the Company's on-going operations.



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.

ITEM 2.  CHANGES IN SECURITIES AND USES OF PROCEEDS.

         As of March 30, 2000, the Company issued 12%  Subordinated  Convertible
Secured  Notes for total  face  value of  $75,582  to the  holders of such notes
previously  reported  and  issued in  August  1999  exercising  the right of the
Company to do so in lieu of cash interest payments on the existing Notes.

ITEM 3. DEFAULTS UPON SENIOR  SECURITIES.  At April 30, 2000, the Company was in
        violation of a financial covenant to Branch Banking & Trust Co. relating
        to the ratio of total liabilities to tangible net worth.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  None.

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.


                                    10 of 11
<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:   June 13, 2000                               /s/ DANIEL P. GINNS
                                                     ---------------------------
                                                     Daniel P. Ginns
                                                     Chief Executive Officer and
                                                     Chief Financial Officer


Dated:   June 14, 2000                               /s/ LARRY B. SILVERMAN
                                                     ---------------------------
                                                     Larry B. Silverman,
                                                     Chief Accounting Officer

                                    11 of 11