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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-KSB/A

                                 Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
                   For the Fiscal Year Ended October 31, 1999
                                       OR
[_] TRANSITION  REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

              For the Transition Period From-_________to-_________

                          Commission File Number 0-8567

                             DATAMETRICS CORPORATION
--------------------------------------------------------------------------------
                    (Exact name of Small Business Registrant)

          Delaware                                                95-3545701
          --------                                                ----------
(State or other jurisdiction of                               (I.R.S. Employer
 Incorporation or organization)                              Identification No.)

           25B Hanover Road, Suite 305, Florham Park, New Jersey 07932
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (973) 377-3900
                                                           --------------
           Securities registered pursuant to Section 12(b) of the Act:

   Title of each class                 Name of each exchange on which registered
   -------------------                 -----------------------------------------
Common Stock, .01 par value                       American Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:

                                      None

     Check  whether  the Issuer (1) 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 [ ]

     Check if there is no disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ ]

     State Issuer's revenues for its most fiscal year:   $8,560,000
                                                          ---------
     State the aggregate market value of the voting stock held by non-affiliates
of the  Registrant  (based on the closing price of such stock as reported by the
American Stock Exchange) on February 10, 2000 was approximately $18,997,227.

     State the number of shares outstanding of the Registrant's Common Stock, as
of the latest practicable date: 18,997,227 shares of Common Stock as of February
10, 2000.
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<PAGE>

[ITEM 9]

DIRECTORS AND EXECUTIVE OFFICERS

         Management is vested in our Board of Directors and officers.  The Board
of  Directors  is divided  into three  classes  with two members in Class I, two
members in Class II and two  members in Class III.  Each class is elected  for a
term of three years.  At each annual  meeting,  shareholders  elect Directors to
succeed those  Directors in the class whose term expires at that annual meeting.
Each newly  elected  Director  holds  office until the third  succeeding  annual
meeting and until the election and  qualification  of his or her successor.  The
officers of the Company hold office at the discretion of the Board of Directors.

         The Board of Directors and executive  officers of the Company and their
respective  ages are set  forth in the table  below.  Also  provided  is a brief
description  of the business  experience of each Director and executive  officer
during the past five years and an indication of  directorships  (if any) held by
each Director in other companies subject to the reporting requirements under the
Federal securities laws.


NAME                              AGE      POSITION(S) HELD


Daniel P. Ginns                    49      Chairman of the Board of Directors,
                                           Chief Executive Officer and Secretary

Douglas S. Friedenberg             48      Director

John W. O'Leary                    64      Director

Vincent J. Cahill                  53      Director

Larry B. Silverman                 56      Controller, Treasurer


BUSINESS EXPERIENCE

         DANIEL P. GINNS has been the  Chairman  of the board of  directors  and
Chief Executive  Officer of the Company since October 1996, and Secretary of the
Company  since  February  1997.  Mr.  Ginns  is  also  a  Director  of  StarBase
Corporation,  a company  whose  shares  are  quoted on The  Nasdaq  SmallCap(sm)
Market.  From 1989 to 1996, Mr. Ginns was President of Belmont Capital,  Inc., a
management and financial advisory firm.

         DOUGLAS S. FRIEDENBERG has been a director of the Company since October
1996. Mr. Friedenberg has also been President of Firebird Capital Management,  a
manager of hedge  funds,  since 1993.  From July 1991  through  March 1993,  Mr.
Friedenberg  was the  President  of  Unicorn  Capital  Management,  a hedge fund
manager. Mr. Friedenberg is a Director of Stratford Acquisition Corp., a company
whose shares are listed on the OTC Bulletin Board.

         JOHN W. O'LEARY has been a director of the Company  since January 1999.
Mr.  O'Leary was the  President  and Chief  Executive  Officer of  International
Imaging Materials, Inc., a subsidiary of Paxar Corporation from 1984 to 1998. He
is Chairman of the Board of AIM(R)USA  and also serves on the board of directors
of Marine Midland Bank, Rochester Region and the United Way of Rochester.

         VINCENT J. CAHILL has been a Director of the Company  since April 1999.
Since 1978 Mr. Cahill has been a consultant to The Colorworks, a screen printing
and  graphic  imaging  firm.  Since  1996 he has  served as a  consultant  to IT
Strategies,  a consulting company servicing the digital printing  industry.  Mr.
Cahill is also a member  of  Newhill  Technologies,  LLC,  which  has  pioneered
development of digital  technology for printing on ceramics and glass, and since
1998 has worked with  Specialty  Materials and Graphic  Solutions,  a firm which
imports "thermo-weldable" printing materials. Mr. Cahill has written extensively

                                       2
<PAGE>
on digital printing and graphic imaging as a contributing  editor to Impressions
Magazine and a writer for Screen Printing Magazine.

         LARRY B.  SILVERMAN  has  served as  Controller  and  Treasurer  of the
Company  since  December  1999.  From  1991 to 1999,  Mr.  Silverman  served  as
Controller of Shima Seiki U.S.A. Inc., headquartered in Cranbury, New Jersey.

BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  officers,  directors and persons who own more than ten percent of the
Company's common shares to file reports of ownership with the SEC and to furnish
the  Company  with  copies of these  reports.  Based  solely  upon its review of
reports received by it, or upon written  representations  from certain reporting
persons that no reports were required,  the Company  believes that during fiscal
1999 all filing requirements were met except as set forth below:

<TABLE>
<CAPTION>

OFFICER, DIRECTOR or     Number of Reports     Number of Transactions    Number of Failures to
  BENEFICIAL OWNER        Filed Late           Not Timely Reported       File Required Reports
--------------------     -----------------     ----------------------    ---------------------
<S>                             <C>                 <C>                        <C>
Vincent J. Cahill                1(1)                   1                        --
Douglas Friedenberg              1                      1                       3(2)
Daniel P. Ginns                  1                      1                       2(2)
Headwaters Capital               --                    --                       3(2),(3)
Adrien Maught                    1                      1                       2(2)
John W. O'Leary                  1(1)                   1                        --
William Pandos                   1(1)                   1                       1(2)

</TABLE>
         Notes:
                  (1)  Includes late filing of Form 3.
                  (2)  Includes  failure to file a Form 5 with respect to fiscal
                       year end October 31, 1999.
                  (3)  Includes failure to file a Form 3.

[ITEM 10]

EXECUTIVE COMPENSATION

         The following table shows, for the fiscal years ended October 31, 1999,
October 25, 1998 and October 26, 1997,  the  compensation  earned by the current
Chief Executive Officer of the Company.  There were no executive officers of the
Company who were  serving as  executive  officers at the end of fiscal year 1999
who received  total annual  salary,  bonus and other  compensation  in excess of
$100,000 during fiscal year 1999 (the "Named Executive Officers").

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                       ANNUAL COMPENSATION                                  LONG-TERM COMPENSATION
                                                                   AWARDS                              PAYOUTS
                                                                   ------                              -------
                                                        OTHER     RE-STRICTED   SECURITIES
NAME AND                                                ANNUAL       STOCK      UNDERLYING                    ALL OTHER
PRINCIPAL                                            COMPENSATION   AWARD(S)    OPTIONS AND     LTIP        COMPENSATION
POSITIONS          YEAR     SALARY       BONUS(S)       ($)(2)       ($)        WARRANTS (#)   PAYOUTS($)      ($)
---------          ----     ------       --------   ------------- -----------   ------------   ----------   -------------
<S>                <C>     <C>          <C>          <C>          <C>           <C>              <C>            <C>
Daniel P. Ginns,    1999    253,205      ---          32,000(3)    10,000(4)     150,000          ---            ---
Chief Executive     1998    252,681      ---          32,000(3)    10,000(4)      50,000          ---            ---
Officer, and        1997    261,035(1)   24,000       27,000(3)    10,000(4)       ---            ---            ---
Chairman of the
Board of
Directors
</TABLE>
                                       3
<PAGE>

(1)      Includes  related  party  payments  of $72,250 for fees paid to Belmont
         Capital Inc. for  consulting  services prior to becoming an employee of
         the Company.
(2)      Does not include  perquisites to each of the Named  Executive  Officers
         that did not exceed  the  lesser of $50,000 or 10% of the total  salary
         and bonus for such officer.
(3)      Director's fees.
(4)      Restricted  stock  awarded  in lieu of fees for  attendance  of certain
         meetings of Directors.

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

         No Stock Option  /SARs were  granted to Mr.  Ginns  during  fiscal year
1999.  Certain  warrants  were  issued to Mr.  Ginns in  connection  with  other
transactions. See note to following table.

AGGREGATE  OPTION/  SAR  EXERCISES  IN LAST  FISCAL  YEAR  AND  FISCAL  YEAR-END
OPTION/WARRANT VALUES

         The  following  table  provides  information  with respect to the Named
Executive Officer regarding the exercise of options/SARs  during the fiscal year
ended October 31, 1999 and  unexercised  options/Warrants  held as of the end of
the fiscal  year ended  October  31,  1999.  No stock  appreciation  rights were
granted or exercised  during fiscal year 1999, or were outstanding at the end of
fiscal year 1999.

<TABLE>
<CAPTION>
                       SHARES                       NUMBER OF SECURITIES UNDERLYING      VALUE OF UNEXERCISED IN-THE-MONEY
                     ACQUIRED ON       VALUE       UNEXERCISED OPTION AT OCTOBER 31,      OPTIONS/WARRANTS AT OCTOBER 31,
                    EXERCISE (#)      REALIZED     1999 (#) EXERCISABLE/UNEXERCISABLE                 1999($)
      NAME                              ($)                                                  EXERCISABLE/UNEXERCISABLE
<S>                      <C>            <C>      <C>                        <C>                 <C>               <C>
Daniel P. Ginns           0              0        911,250 (1)                3,750               57,656            469

</TABLE>

Notes:
(1)      Includes  warrants to purchase 700,000 shares of common stock issued in
         connection with Mr. Ginns' employment  agreement,  warrants to purchase
         50,000   shares  of  common   stock  issued  on  October  27,  1997  as
         compensation  for arranging  financings,  warrants to purchase  150,000
         shares of common stock issued in  connection  with bridge  financing in
         June 1999,  and 11,250  non-qualified  stock options that are presently
         exercisable  as of  October  31,  1999  pursuant  to a grant of  15,000
         non-qualified  stock options in October 1996, which options vest over a
         period of 16 fiscal quarters.

DIRECTOR COMPENSATION

As  Chairman  of the Board of  Directors,  Daniel P.  Ginns  received  an annual
retainer fee of $32,000.  All other  Directors are entitled to receive an annual
retainer fee of $12,500.  In addition,  each Director serving as Chairman on any
committee  of the Board of  Directors  is  entitled  to receive  $1,600 for each
committee meeting attendance,  and all other Directors who are committee members
are entitled to receive $800 for each committee meeting attendance.  Pursuant to
a written resolution of the Board of Directors,  the Company has agreed to issue
10,000  shares of Common  Stock to each  Director in lieu of fees for  committee
participation.  Accordingly,  the Company  issued 10,000 shares to each Director
during fiscal year 1999 in lieu of fees for committee  participation during each
of the fiscal year, and the Company  expects to continue  issuing such shares of
Common Stock in the future.  These shares of Common Stock are restricted  shares
and may not be offered or sold unless  registered under the Securities  Exchange
Act of 1933, as amended, or pursuant to an exemption therefrom.


                                       4
<PAGE>

EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL AGREEMENTS

         In January 1997, we entered into an employment agreement with Mr. Ginns
to be our Chief  Executive  Officer.  This agreement  terminates on December 31,
2003,  but  automatically  renews for five years on January 1 and July 1 of each
year so that the remaining term of each agreement will not be less than four and
one-half years from the time of renewal. Under this agreement, Mr. Ginns is paid
an initial annual base salary of $240,000,  respectively. For each calendar year
commencing  with the calendar year  beginning  January 1, 1998,  the base salary
under these agreements is adjusted by the greater of 3% or the percentage change
in the  Consumer  Price Index for the year then  ended.  In addition to the base
salary,  the  Compensation  Committee of the Board of Directors may, in its sole
discretion,  pay a  performance-based  bonus to Mr. Ginns in any year during the
term of their respective agreements.

         We have the right to terminate Mr. Ginns'  employment  without cause at
any time, provided, however, that Mr. Ginns each shall be entitled to payment of
his base  salary for a period  equal to the greater of one year from the date of
termination or the remainder of the employment agreement;  and we shall continue
to provide to such  executive  (and each  member of his  immediate  family)  all
benefits provided by the employment agreement.  In addition, upon termination in
connection with a certain change in control of the Company, Mr. Ginns each shall
be entitled to a cash payment equal to the lesser of three years' base salary or
the maximum  amount which would not result in any portion of such payment  being
subject to the excise tax under Section 4999 of the Internal Revenue Code.

         In  connection  with the  employment  agreement,  we granted Mr.  Ginns
warrants to purchase up to 700,000  shares of the  Company's  Common  Stock at a
purchase  price of $2.00 per share.  The  warrants  provide for  increase in the
amount of  warrants  issued  under  certain  circumstances  to  protect  against
anti-dilution.  In December 1999 we granted Mr. Ginns warrants for an additional
700,000 shares at a purchase  price of $1.25,  in part to relieve the Company of
the effect of some of the  anti-dilution  provisions.  All of these warrants are
immediately  exercisable  and have a term of five  years.  Upon  renewal  of the
employment  agreement,  the  five-year  term of the  first  set of  warrants  is
automatically renewed, commencing with the date of the employment agreement.

         We know of no  arrangement  among  Stockholders  which may  result in a
change of control of the Company.

[ITEM 11]

         SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

         The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of February , 2000 by (i) each person
known  by  the  Company  to be the  beneficial  owner  of  more  than  5% of the
outstanding  Common  Stock,  (ii)  each  director  of the  Company,  (iii)  each
executive officer of the Company,  and (iv) all executive officers and directors
of the Company as a group.


                                  AMOUNT OF SHARES         PERCENT OF SHARES
     BENEFICIAL OWNER             BENEFICIALLY OWNED       BENEFICIALLY OWNED
-------------------------         ------------------       ------------------
Daniel P. Ginns (1)                 1,700,312  (2)               8.2%
Douglas Friedenberg (1)             1,319,441  (3)               6.7%
John W. O'Leary (1)                    38,750  (4)                *
Vincent J. Cahill(1)                   11,874  (5)                *
------------------------          ----------------           ------------
All Executive Officers and          3,080,377                   14.4%
Directors as a Group (5 People)


                                       5
<PAGE>

Headwaters Capital (6)              2,000,000  (7)              10.1%
Robert London (8)                   1,269,930                    6.7%
Parker Quillen (9)                  1,338,410 (10)               6.6%

*less than 1%

Notes:

(1)      The addresses of each of these persons is c/o Datametrics  Corporation,
         25B Hanover Road, Suite 3305, Florham Park, New Jersey 07932.

(2)      Includes 700,000 shares of Common Stock underlying  warrants  presently
         exercisable  at  $2.00  per  share;  700,000  shares  of  Common  Stock
         underlying warrants presently  exercisable at $1.25 per share;  200,000
         shares of Common Stock  underlying  warrants  exercisable  at $1.00 per
         share;   and  50,000  shares  of  Common  Stock   underlying   warrants
         exercisable at $1.81 per share.  Also includes  11,250 shares of Common
         Stock subject to non-qualified  stock options presently  exercisable at
         $1.25 per  share.  Excludes  3,750  shares of Common  Stock  subject to
         non-qualified stock options not exercisable during the next 60 days.

(3)      Includes  (a)  100,000  shares  of  Common  Stock  underlying  warrants
         presently  exercisable  at $2.00 per share and 50,000  shares of Common
         Stock underlying warrants presently exercisable at $1.81 per share. (b)
         11,250  shares of Common Stock subject to  non-qualified  stock options
         presently  exercisable  at $1.25 per share but excludes 3,750 shares of
         Common Stock subject to  non-qualified  stock  options not  exercisable
         during  the next  sixty  (60)  days.  (c) the  holdings  of each of the
         following,  as to each of which Mr.  Friedenberg  exercises  investment
         control:  (i) Peter  Sosnkowski  IRA - 166,667  shares of Common  Stock
         including 50,000 shares of Common Stock underlying  warrants  presently
         exercisable  at $1.10 per share,  and  100,000  shares of Common  Stock
         underlying  convertible  debentures presently  convertible at $1.00 per
         share;  (ii) Firebird  Overseas,  Ltd. - 413,450 shares of Common Stock
         (including 40,001 shares of Common Stock underlying  warrants presently
         exercisable at $1.50 per share 62,250 shares of Common Stock underlying
         warrants  presently  exercisable at $1.10 per share, and 112,500 shares
         of Common Stock underlying convertible debentures presently convertible
         at $1.00 per share);  (iii)  Firebird  Partners LP - 193,347  shares of
         Common Stock;  and (iv)  Euro-Dutch  Company - 185,905 shares of Common
         Stock  (including  23,334  shares of Common Stock  underlying  warrants
         presently exercisable at $1.50 per share); (c) 150,000 shares of Common
         Stock  (including  25,000  shares of common stock  underlying  warrants
         presently  exercisable at $1.10 per share,  and 50,000 shares of Common
         Stock underlying  convertible debentures presently convertible at $1.00
         per share) issued to Gertrude Cohen, Mr.  Friedenberg's  mother,  as to
         which he disclaims beneficial ownership.

(4)      Includes  3,449 shares of Common Stock subject to  non-qualified  stock
         options that are  presently  exercisable  at $1.88 per share.  Excludes
         11,251  shares of Common Stock subject to  non-qualified  stock options
         not exercisable during the next 60 days.

(5)      Includes  2,812 shares of Common Stock subject to  non-qualified  stock
         options that are  presently  exercisable  at $1.31 per share.  Excludes
         12,188  shares of Common Stock subject to  non-qualified  stock options
         not exercisable during the next 60 days.

(6)      The address of Headwaters Capital is 220 Montgomery Street,  Suite 500,
         San Francisco, California 94965.

(7)      Includes   1,000,000  shares  of  Common  Stock   underlying   warrants
         exercisable  at the lesser of $1.35 per share or a price based upon the
         average  market price of the shares  during the 20 days  preceding  the
         purchase.

(8)      The address of Robert London is 212 Aurora Drive, Montecito, CA 93108.

                                       6
<PAGE>

(9)      The address of Mr. Quillen is c/o Quilcap Corporation, 375 Park Avenue,
         Suite 1404, New York, New York.

(10)     Includes the holdings of each of the following, as to each of which Mr.
         Quillen exercises  investment control:  Little Wing LP - 711,552 shares
         of common Stock underlying warrants presently  exercisable at $1.50 per
         share;  Little Wing Too LP - 76,818  shares of Common Stock  underlying
         warrants presently  exercisable at $1.50 per share; and Tradewinds Fund
         Limited - 550,040 shares of Common Stock underlying  warrants presently
         exercisable at $1.50 per share.

         We know of no  arrangement  which may  result in a change in control of
the Company.

[ITEM 12]

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During the last two fiscal years, certain of our executive officers and
Directors have engaged in transactions  with us from time to time. Except as set
forth below,  these  transactions  involved (i) the purchase of our Common Stock
and  Warrants  to purchase  Common  Stock in  connection  with  various  private
placements  on terms and  conditions no different  than those  afforded to other
investors, or (ii) amounts not exceeding $60,000.


              On July 24,  1998 and  September  4, 1998,  the  Company  received
              $982,500  and  $746,500 in net  proceeds  from the private sale of
              $1,000,000  and  $750,000,  respectively,  in aggregate  principal
              amount of 7% Convertible  Debentures due July 24, 2001. Affiliates
              of Mr. Douglas  Friedenberg,  a Director of the Company  purchased
              all of the issued Securities.

              On December 30, 1998,  the Company  sold  1,559,734  shares of the
              Company's  Common Stock at $1.00 per share. Mr. Richard Love, then
              a Director of the Company,  purchased 200,000 of such shares,  and
              Mr.  Robert S. London  purchased  1,000,000 of such shares,  which
              gave him beneficial  ownership of in excess of 5% of the Company's
              outstanding Common Stock.

              On April 14, 1999, we borrowed  $50,000 from Daniel  Ginns,  which
              principal amount was repaid in full on April 15, 1999.

              On April  27,  1999,  we  borrowed  $30,000,  from a member of the
              immediate  family of Daniel  Ginns,  which  principal  amount  was
              repaid in full on April 28, 1999.

              On April 20, 1999, we borrowed  $50,000 from Daniel  Ginns,  which
              principal amount was repaid in full on May 24, 1999.

                                       7
<PAGE>

              On June 15, 1999,  we borrowed  $50,000 from Daniel  Ginns,  which
              principal amount was repaid in full on August 2, 1999.

              In May 1999 we sold an aggregate  1,500,000 shares of Common Stock
              at $1.00 per share to 3 investors for an aggregate  purchase price
              of $1,500,000.  The investors were also issued 5-year  Warrants to
              purchase  up to an  aggregate  1,500,000  shares of the  Company's
              Common  Stock.  Headwater  Capital  purchased  1,000,000  of  such
              shares,  and received  1,000,000 of such  warrants,  which gave it
              beneficial   ownership  of  in  excess  of  5%  of  the  Company's
              outstanding Common Stock.

              During the fiscal year ending  October 25, 1998,  we paid $371,225
              and $450,000 for liability and medical insurance, respectively, to
              Arthur A. Watson & Co.,  Inc.,  an entity of which Stephen Gass, a
              Director of the Company  during fiscal 1998, is an Executive  Vice
              President and stockholder. Management believes that these payments
              did not exceed  amounts  that a similarly  situated  computer  and
              office equipment manufacturing company would reasonably expend for
              liability and medical insurance in an arms-length transaction. Mr.
              Gass  resigned  from the Board of Directors of the Company in July
              1998.



                                       8
<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned,  thereunto duly authorized in the City of Florham
Park, State of New Jersey, on the 28th day of February, 2000.

                                           DATAMETRICS CORPORATION
                                          (Registrant)

                                           /S/ Daniel P. Ginns
                                           -------------------------------------
                                               Daniel P. Ginns,
                                               Chief Executive Officer

     Pursuant to the  requirements of the Securities  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:

         Signature                   Title                         Date
         ---------                   -----                         ----

/s/ Daniel P. Ginns           Chairman of the Board,           February 28, 2000
------------------------      Chief Executive Officer
    Daniel P. Ginns           and Director (Principal
                              Executive Officer and
                              Principal Financial and
                              Accounting Officer)


/s/ Vincent J. Cahill        Director                          February 28, 2000
-------------------------
     Vincent J. Cahill



/s/ Douglas Friedenberg       Director                         February 25, 2000
-------------------------
    Douglas Friedenberg



                                       9