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 January 31, 2003

                                       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-- 21,953,392 shares as of October 20, 2003


<PAGE>







Index to Form 10-QSB

<TABLE>
<CAPTION>
                                                                                     Page No.
Part I - Financial Information                                                       --------
<S>                                                                                  <C>
                  Item 1. Financial Statements (unaudited):

                  Consolidated Balance Sheet as of January 31, 2003                     3
                  Consolidated Statements of Operations for the three Months
                           Ended January 31, 2003 and January 27, 2002                  4
                  Consolidated Statements of Cash Flows for the three Months
                  Ended January 31, 2003 and January 27, 2002                           5

                  Notes to Consolidated Financial Statements                            6

                  Item 2. Management's Discussion and Analysis of Financial
                             Condition                                                  7
                             Results of Operations                                      8
                             Liquidity and Capital Resources                            9

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

Signatures                                                                             12
</TABLE>





                                  Page 2 of 13
<PAGE>




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

<TABLE>
<CAPTION>
                                                                                                             January 31,
                                                                                                                 2003
                                                                                                            ---------------
<S>                                                                                                                <C>
ASSETS
Current Assets
          Cash                                                                                                      $  546
          Accounts receivable, net of allowance for doubtful accounts of $150 (note 1)                                 113
          Inventory, net of allowance for obsolete or slow moving inventory of $4,924 (note 1 and 4)                 1,934
          Other Current Assets                                                                                         119
                                                                                                            ---------------
                           Total current assets                                                                      2,712

Property and Equipment
          Building and improvements (note 7)                                                                         1,112
          Furniture, Fixtures and computer equipment                                                                 1,195
          Land                                                                                                         420
          Machinery and equipment                                                                                      547
                                                                                                            ---------------
                   Total Property and Equipment                                                                      3,274
                   Less Accumulated Depreciation                                                                    (1,859)
                                                                                                            ---------------
                           Net Property and Equipment                                                                1,415
                                                                                                            ---------------
                           Total Assets                                                                            $ 4,127
                                                                                                            ===============

LIABILITIES AND STOCKHOLDERS DEFICIT
Current Liabilities
          Accounts Payable                                                                                          $  678
          Accrued Expenses                                                                                           1,366
          Deferred Revenue                                                                                             520
          Warranty Reserve                                                                                              61
          Current Maturities of LT Debt                                                                              3,071
                                                                                                            ---------------
                           Total Current Liabilities                                                                 5,696

Long-Term Liabilities
          Loan Payable                                                                                                 832
                                                                                                            ---------------
                           Total Long-Term Liabilities                                                                 832
                                                                                                            ---------------
                           Total Liabilities                                                                         6,528

Stockholders deficit:  (note 11)
          Common Stock, $.01 par value; 800,000,000 shares
                   authorized; 17,009,619 shares issued and outstanding                                                170
          Additional Paid In Capital                                                                                56,339
          Accumulated Deficit                                                                                      (58,910)
                                                                                                            ---------------
                           Total Stockholders Deficit                                                               (2,401)
                                                                                                            ---------------
                           Total Liabilities and Stockholders Deficit                                              $ 4,127
                                                                                                            ===============
</TABLE>


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


                                  Page 3 of 13
<PAGE>



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

<TABLE>
<CAPTION>
                                                                  For the three months ended
                                                               January 31            January 27
                                                               ----------            ----------
                                                                  2003                  2002

<S>                                                              <C>                   <C>
Sales                                                                 597                 1,494

Cost of Sales                                                         373                   726
                                                               ----------            ----------

Gross Profit                                                          224                   768

Selling, general and administrative expenses                          574                   732
                                                               ----------            ----------

Loss from Operations                                                 (350)                   36

Other income and expense                                              (17)                 (192)
                                                               ----------            ----------

          Net Loss                                               $   (367)             $   (156)

Loss per share of common stock;
          basic and diluted                                      $ (0.023)             $ (0.004)
                                                               ----------            ----------


Weighted average number of common shares outstanding
          basic and diluted                                        15,983                36,837
</TABLE>


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




                                  Page 4 of 13
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                           For the three months ended
                                                                                        January 31            January 27
                                                                                           2003                  2002
                                                                                           ----                  ----
<S>                                                                                        <C>                   <C>
Cash Flows from Operating Activities:
        Net Loss                                                                               (367)                 (156)
        Adjustments to reconcile net loss to net cash used
               in operating activities:
        Depreciation expense                                                                     16                   197

Changes in assets and liabilities:
        Accounts receivable                                                                     196                  (711)
        Inventories                                                                            (135)                  280
        Prepaid expenses and other current assets                                                --                    46
        Other assets                                                                             --                   107
        Accounts payable                                                                       (362)                  348
        Accrued expenses                                                                        466                 1,330
        Deferred Revenue                                                                        520                    --
        Warranty Reserve                                                                         --                    --
                                                                                         ----------           -----------
               Net cash provided by operating activities                                        334                 1,441


Cash Flows from Investing Activities:
        Capital expenditures for property and equipment                                          --                  (165)
                                                                                         ----------           -----------
               Net cash provided by (used in ) investing activities                               0                  (165)


Cash Flows from Financing Activities:
        Conversion of Warrants to Common Stock                                                  122
        Payments on loan payable (net)                                                           (7)                  (91)
                                                                                         -----------           -----------
               Net cash provided by (used in) financing activities                              115                   (91)

               Net (decrease) increase in cash                                                  449                 1,185
               Cash at the beginning of the period                                               97                   246
                                                                                         -----------           -----------
               Cash at the end of the period                                                    546                 1,431
                                                                                         -----------           -----------

SUPPLEMENTAL  DISCLOSURES OF CASH FLOW  INFORMATION  Cash paid during the period
for:
        Interest paid, net                                                                       17                     0
</TABLE>


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




                                  Page 5 of 13
<PAGE>








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

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

The accompanying  condensed  consolidated financial statements are unaudited and
have been prepared by the Company in accordance  with the rules and  regulations
of  the  Securities  and  Exchange  Commission  relating  to  interim  financial
statements.  These condensed financial statements do not include all disclosures
provided in the company's annual financial  statements.  The condensed financial
statements should be read in conjunction with the financial statements and notes
thereto for the year ended  October 31, 2002  contained  in the  company's  Form
10-KSB filed with the Securities and Exchange  Commission.  All adjustments of a
normal recurring nature,  which, in the opinion of management,  are necessary to
present a fair  statement of results for the periods have been made.  Results of
operations are not necessarily  indicative of the results to be expected for the
full year.

2. INVENTORIES  Stockroom inventories consist primarily of materials used by the
Company for  existing  and  anticipated  contracts  and  materials  and finished
assemblies  which are held to satisfy spare parts  requirements of the Company's
customers. Those parts not expected to be sold within one year are classified as
a non-current  asset and fully reserved.  The Company  evaluates all inventories
for obsolescence on a periodic basis and records estimated reserves accordingly.

Inventories as of January 31, 2003 consist of the following:
                                                           (in Thousands)

Inventories Parts and sub-assemblies                               2,634
Work in Process                                                      162
Obsolete Inventory                                                 4,062
                                                           --------------
Total Inventory                                                    6,858
Reserve for Obsolete Inventory                                    (4,924)
                                                           --------------
Net Inventory                                                      1,934

The Company has replaced its outdated and very maintenance  intensive MRP system
with a more  economical and  user-friendly  Made-2-Manage  system that is scaled
appropriately  for our  business.  It was fully  implemented  in May  2003.  The
Company anticipates the new system to be instrumental in the inventory valuation
process,  specifically in identifying obsolete materials on a more timely basis.
The Company has recorded  significant  losses in the past two years for obsolete
inventory and is currently  maintaining  an additional  reserve of $862k for its
inventory valuation to offset any future losses on inventory write-downs.

3. DEBT STRUCTURE

         On January 31, 2003, long-term debt of $2,900,000 plus accrued interest
matured. The Company was unable to pay this obligation and is in default on this
debt.  During the quarter,  various  members of DMTR,  LLC and the former senior
priority  note-holders,  exercised  approximately 3.5 million warrants at $.0754
per share,  which  resulted  in gross  proceeds  of  $262,355.  Of this  amount,
$138,395  was used by the  creditors to pay overdue  interest and other  related
fees  associated  with the  Company's  obligations  to DMTR,  LLC. A  Standstill
Agreement  with DMTR,  LLC was agreed upon,  which  provides for the creditor to
forego any of its default rights as long as the parties continue to negotiate in
good faith to  restructure  this  obligation.  The  creditor may  terminate  the
negotiations  and the Standstill  Agreement at any time after September 30, 2003
at its sole  discretion.  Negotiations  for the  restructure are ongoing at this
time.  Detail of the Company's debt  structure  appears in the 10-KSB for fiscal
year ended 10/31/2002.


                                  Page 6 of 13
<PAGE>

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









                                  Page 7 of 13
<PAGE>




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

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

                                MANAGEMENT FOCUS

         The Company designs,  develops, and manufactures computers and computer
peripheral equipment for military,  industrial and commercial applications where
reliable  operation of the equipment in challenging  environments is imperative.
The systems  provided are qualified for use in airborne,  shipboard,  and ground
based  applications.  The  Company's  product  lines  include  a broad  range of
computers, computer workstations, servers, printers, and plotters.

         The Company offers military  specified and ruggedized  versions of flat
panel monitors and other peripheral  equipment (including  computers,  printers,
keyboards and trackballs) encased in shock,  vibration and temperature resistant
chassis.  The chassis  produced by the Company are used in conjunction  with its
product by the military to house  sensitive  equipment.  The Navy P3 Orion,  Air
Force AWACS and Army Fire-Finder  programs all require rugged rack enclosures to
protect  the  equipment  from shock,  vibration  and other  damage  which may be
experienced in a harsh operating environment.  DataMetrics continues to increase
its presence in the military  arena  including  United States Air Force avionics
and  ground-based  systems as well as United  States  Army  system  diagnostics.
DataMetrics'  equipment is designed and  qualified for use as part of commercial
airlines cockpit systems.

         For the quarter ended January 31, 2003, the Company  experienced slower
than  expected  receipt of orders  despite  an  increase  in  military / defense
spending by the United  States  government.  Many of the military  programs from
which the Company  anticipates  generating its revenue have been rescheduled and
military  priorities have been  reconsidered to account for short,  medium,  and
long-term needs. The Company expects to see an increase in order activity in the
following  quarters and  attributes the delay in orders due to a focus on budget
spending for troops and munitions in the war effort in Afghanistan and Iraq. The
following  phases in this war and  projected  increase  in  overall  military  /
defense spending will likely entail more sophisticated  surveillance  techniques
and equipment,  which will require data processing and peripheral equipment much
like we currently supply for the AWACS, P3 Orions aircraft and the armed forces.

         The Company is optimistic  about the future because of its  streamlined
operations,  an increase in military  spending for the  continued war effort and
homeland  security and the additional  products and programs acquired in the PEC
acquisition.





                                  Page 8 of 13
<PAGE>




RESULTS OF OPERATIONS

         Three Month Period Ended January 31, 2003 Compared with the three Month
Period Ended January 28, 2002

     Sales for the quarter ended January 31, 2003 were  $597,000,  a decrease of
$897,000 or 60%,  compared  with sales of  $1,494,000  in the same period in the
prior fiscal year.  The decrease in sales for the three months ended January 31,
2003 is attributable  to a delay in order entry for government  contracts as the
government focused on the war efforts and homeland security.

     Cost of sales for the quarter  ended  January 31, 2003 was $373,000 (62% of
sales), a decrease of $354,000 or 49%, compared with $726,000 (49% 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 of the decrease in the cost of
materials directly related to the reduction in sales.

     Selling, general and administrative ("SG&A") expenses for the quarter ended
January 31, 2003 were  $574,000  (96% of sales) a decrease of $157,000,  or 21%,
compared  with  $732,000  (49% 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 $17,000 for the quarter ended January 31,
2003 compared  with net interest  expense of $192,000 for the same period in the
prior year. This decrease is due to lower outstanding borrowings.

     The net loss for the quarter ended January 31, 2003 amounted to $367,000 an
increased  loss of $211,000  compared  with a net loss of $156,000  for the same
period in the prior year. The loss for the current  quarter is  attributable  to
low quarterly sales.

     Management has determined  that, based on the Company's  historical  losses
from recurring  operations,  the Company will not recognize its net deferred tax
assets  at  January  31,  2003.  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.




                                  Page 9 of 13
<PAGE>




LIQUIDITY AND CAPITAL RESOURCES

         The Company's principal capital  requirements have been to fund working
capital, capital expenditures and the payment of long term debt. The Company has
relied primarily on internally  generated  funds,  private  placement  proceeds,
subordinated  debt and other bank debt to finance its operations.  The Company's
liquidity and cash resources are significantly  impaired by ongoing losses.  The
opinion of the Company's  auditors at the prior year end contains an explanatory
paragraph regarding the Company's ability to continue as a going concern.

         Net cash  provided by  operations  was  $334,000  in the quarter  ended
January 31,  2003 and  $1,441,000  over the same  period of the prior year.  The
change from first quarter 2002 to 2003 was due slower than  expected  receipt of
orders from government contracts.

      Net cash used in  investing  activities  was zero and $165,000 in 2003 and
2002,  respectively.  The decrease was related to the acquisition of PEC in 2002
and no capital purchases in the first quarter of 2003.

      Net cash  provided by (used in)  financing  activities  was  $115,000  and
($91,000)  in 2003 and  2002,  respectively.  The  change  from 2002 to 2003 was
related to the Company's conversion of warrants to stock.

         The Company continues to have substantial debt that was due in 2002 and
2003.  Although the Company is experiencing a reasonable cash flow in operations
to sustain current operations, the debt obligations of previous periods have not
been met. As a result,  additional  capital is required to meet its prior period
debt  obligations.  The Company's lack of liquidity has also adversely  affected
its ability to expand its operations.

         Effective January 31, 2001, DMTR LLC ("DMTR")(an  entity whose managing
member is Bruce Galloway,  the Company's  Chairman)  provided the Company with a
line  of  credit  in  the  maximum  amount  $798,860  (the  "Line  of  Credit").
Accordingly, the Company was initially obligated to DMTR in the aggregate amount
of  $3,600,000  (comprised  of  $1,496,140 on the senior bank loan assigned from
Branch Banking and Trust Company (the "Senior Bank Loan"), $1,305,000 on certain
bridge  financing  assigned to DMTR and  $798,860 on the Line of Credit).  These
obligations are secured by all of the assets of the Company. In April 2001, DMTR
agreed to forgive $700,000 of principal obligations in exchange for the issuance
of 14,000,000  shares of common stock or 700,000  shares on a post reverse stock
split.  On January 31, 2003,  the  obligations  in the principal  amount of $2.9
million plus accrued  interest  matured.  As  additional  consideration  for the
financing  provided by DMTR,  the Company issued a Warrant to DMTR to acquire up
to  7,000,000  shares  of the  common  stock on a fully  diluted  basis  with an
exercise price of $1.00 per share, to be exercised through January 31, 2007. The
exercise price was subsequently lowered to $.055 per share.

         The Company was unable to repay its obligations due on January 31, 2003
and is in default on its  obligations to DMTR. The Company and DMTR entered into
a  Standstill  Agreement,  which  provides  for DMTR not to exercise  any of its
default  rights,  so long as the parties  negotiate in good faith to restructure
this  obligation.  There can be no assurance  that DMTR will not seek to enforce
its remedies with respect to the obligations owed by the Company.  The agreement
further  provides  that  DMTR,  in its sole  discretion  and at any  time  after
September 30, 2003, may terminate the Standstill Agreement if it determines that
the  Company is no longer  negotiating  in good  faith.  The  Company is also in
negotiations to receive additional  financing from the members of DMTR and their
respective  affiliates.  There is no assurance such  restructuring or additional
financing  will be  consummated or that it will be sufficient to ensure that the
Company can satisfy its operating  expenses.  Since August 1, 2003,  the Company
has  received  proceeds  of  $233,403  from the  exercising  of  warrants at the
exercise price of $.055 per share.


                                 Page 10 of 13
<PAGE>

FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

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





                                 Page 11 of 13
<PAGE>



PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         The Company is, from time to time,  the subject of  litigation,  claims
and assessments  arising out of matters occurring during the normal operation of
the Company's  business.  In the opinion of management,  the liability,  if any,
under such current  litigation,  claims and  assessments  that are material have
been properly accrued for and would not materially affect the financial position
or the results of the operations of the Company except as disclosed herein.

      In April 1998,  the owner of the Woodland  Hills,  CA,  premises  formerly
occupied by the Company  sued for the balance of all rent due through the end of
the then  existing  lease  agreement  plus damages.  In March 1999,  the Company
entered into a Mutual Release and Settlement  Agreement wherein the Company paid
a total  of  $850,000  in cash  and  issued  150,000  shares  of  Common  Stock,
concurrent  with the release,  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
the Common Stock falls below certain levels. The Common Stock has been valued at
$2.50 per share.  The  minimum  amount in  guaranteed  common  stock of $375,000
exceeded the Market  Value of the Common  Stock issued by the Company  under the
terms of the Agreement,  so approximately  2.7 million of additional  shares are
required to be issued, or 135,000 shares on a post reverse stock split basis. As
of September 30, 2003, the shares have not been issued.

Item 2.  Changes in Securities and Uses of Proceeds.

         None.

Item 3.  Defaults upon Loan Agreements.

         The  Company is in default on its  obligations  to DMTR and has entered
into a Standstill Agreement,  which provides for DMTR not to exercise any of its
default rights, while the parties negotiate to restructure this obligation.  The
Company is also in negotiations to receive additional financing from the members
of  DMTR  and  their  respective  affiliates.  There  is no such  assurance  the
restructuring or additional financing will be consummated.

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) Exhibits: None.

(b) Reports on form 8-K: None.



                                 Page 12 of 13
<PAGE>



SIGNATURES

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


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


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

Name                                        Title             Date
-------------------                 ------------------------  ---------------
/s/ Daniel Bertram                  Chief Executive Officer   October 23, 2003
-------------------
    Daniel Bertram

/s/ Kenneth E. Doyle                Chief Financial Officer   October 23, 2003
-------------------
    Kenneth E. Doyle




                                 Page 13 of 13