| x | ANNUAL      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|---|------------------------------------------------------------------------------------------------|

|   | o | TRANSITION      REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|--------|---|-----------------------------------------------------------------------------------------------------|

| Delaware                                                          |   | 11-3621755                                |
|-------------------------------------------------------------------|--------|-------------------------------------------|
| (State      or other jurisdiction of Incorporate or organization) |   | (I.R.S.      Employer Identification No.) |
|                                                              |   |                                      |
| 6800      Jericho Turnpike – Suite 208E, Syosset, NY        |   | 11791                                     |
| (Address      of principal executive offices)                     |   | (Zip      Code)                           |

|                                                |   |                                                                    |
|-----------------------------------------------------|--------|-------------------------------------------------------------------------|
| Title of Each Class                  |   | Name of Each Exchange on which Registered |
|                                                |   |                                                                    |
| Common      Stock, $0.0001 par value           |   | OTC                                                                |
|                                                |   |                                                                    |
| Class      A Warrant to Purchase Common Stock  |   | OTC                                                                |
|                                                |   |                                                                    |
| Class      B Warrant to Purchase Common Stock  |   | OTC                                                                |

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§ 229.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit and post such files).Yes  ̈  No ̈

| Large      accelerated filer   ̈ |   | Accelerated Filer        ̈ |   | Non-accelerated      Filer   ̈          |   | Smaller      reporting company x |
|-------------------------------------------|--------|------------------------------------------|--------|--------------------------------------------------|--------|----------------------------------|
|                                      |   |                                     |   | (Do      not check if smaller reporting company) |   |                             |

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| Exhibit No. |   | Description      of Exhibit                                                                                                                                                                                                                                                   |
|------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3(i)(a)          |   | Certificate      of Incorporation of the Company*                                                                                                                                                                                                                             |
| 3(i)(b)          |   | Certificate      of Amendment effective April 26, 2005 (Incorporated herein by reference to      Form 8-K filed May 2, 2005)                                                                                                                                                  |
| 3(ii)            |   | By-laws      of the Company*                                                                                                                                                                                                                                                  |
| 3(iii)           |   | Form      of Certificate Designations, Voting Powers, Preferences, Limitations,      Restrictions, and Relative Rights of Series A 7% Convertible Preferred      Stock, $0.0001 par value.(Incorporated      herein by reference to Form 8-K filed February 13,2007)          |
| 3(iv)            |   | Amended      By-Laws of the Company  (Incorporated herein by reference to Form 8-K      filed March 4, 2009)                                                                                                                                                             |
| 3(v)             |   | Amended      Certificate of Designations, filed with the State of Delaware, dated March      5, 2010 (previously filed).                                                                                                                                                      |
| 4.1              |   | Specimen      Common Stock Certificate of the Company*                                                                                                                                                                                                                        |
| 4.2              |   | Specimen      Class A Warrant Certificate of the Company*                                                                                                                                                                                                                     |
| 4.3              |   | Specimen      Class B Warrant Certificate of the Company*                                                                                                                                                                                                                     |
| 5                |   | Opinion      re: Legality (Incorporated herein by reference to Post-Effective Amendment      No. 4 to our Form SB-2 filed with the Securities and Exchange Commission      on May 10, 2004 -File No. 33-97687).                                                               |
| 10.3             |   | Warrant       Agreement,  dated  January 22,  2003,  between the      Company and  American  Stock Transfer and Trust      Company*                                                                                                        |
| 10.4             |   | Placement       Agent  Registration  Rights  Agreement,  dated January      22, 2003,  between the Company and Robert M. Cohen & Co,      Inc.*                                                                                             |
| 10.5             |   | Form      of Placement Agent Warrant*                                                                                                                                                                                                                                         |
| 10.6             |   | Company      2004 Stock Plan, dated January 1, 2004. **                                                                                                                                                                                                                       |
| 10.7             |   | Participation       Agreement,  dated February 3, 2004, between the Company and      Environmental Commercial Technology Corp. **                                                                                                                                   |
| 10.8             |   | Letter       Agreement, dated  February  3,  2004, between       the  Company  and  BioNeutral Laboratories Corporation USA.      **                                                                                                  |
| 10.9             |   | Letter       Agreement, dated  February  3,  2004, between       the  Company  and  BioNeutral Laboratories Corporation      (Worldwide) Limited. **                                                                                  |
| 10.10            |   | Settlement       Agreement,  dated October 20, 2005, between EchoMetrix,  Inc.      and BioNeutral Laboratories Corporation USA.  (filed      herewith)                                                                                                   |
| 10.11            |   | Registration       Rights  Agreement,  dated November 7, 2003, by and between the      Company and S.G. Martin Securities LLC.**                                                                                                                               |
| 10.12            |   | Software       Purchase and Service  Agreement,  dated as of August 15,      2003,  by and between the Company and Edocusign, Inc.    **                                                                                                                  |
|             |   |                                                                                                                                                                                                                                                                          |
| 10.13            |   | Employment      Agreement, dated April 26, 2005, between the Company and Joseph      Carrizzo(Incorporated      herein by reference to Form 8-K filed April 28, 2005)                                                                                                         |
| 10.14            |   | Securities       Purchase  Agreement by and among the Shareholders of E-Top-Pics, Inc.      and the Company dated as of April  26,  2005.(Incorporated       herein by reference to Form 8-K filed June 14, 2005)                                    |
| 10.15            |   | Employment       Agreement,  dated May 1, 2005,  between the  Company       and  William Bozsnyak(Incorporated      herein by reference to Form 8-K filed May 3, 2005)                                                                          |
| 10.16            |   | Employment       Agreement,  dated May 1,  2005,  between  the       Company  and  Brian  O’Connor (Incorporated herein by      reference to Form 8-K filed June 14, 2005)                                                 |
| 10.17            |   | Accounts      Receivable  Purchase  Agreement,  dated September 15, 2005,      between E-Top-Pics, Inc. and  Commercial  Capital       Lending,  LLC(Incorporated       herein by reference to Form 8-K filed September 21,  2005)    |
| 10.18            |   | Secured       Guaranty,  dated September 15, 2005,  between       EchoMetrix,  Inc. and Commercial Capital  Lending,       LLC(Incorporated       herein by reference  to Form 8-K filed  September 21,      2005)          |
| 10.19            |   | Supply       Agreement,  dated September 27, 2005,  between       E-Top-Pics,  Inc. and Fuji Photo Film U.S.A., Inc.(Incorporated      herein by reference to Form 8-K filed October 3, 2005)                                                        |
| 10.20            |   | Exchange      Agreement dated as of November 2, 2005, among EchoMetrix, Inc.,      AmberAlertAgent, Inc.  (“AAA”)  and the  stockholders       of AAA(incorporated      herein by reference to 8-K  filed November 10,  2005)            |
| 10.21            |   | Consulting       Agreement,  dated November 2, 2005, among EchoMetrix,       Inc.,  AmberAlertAgent Development  Company,  LLC,       and  certain  principals  of  AmberAlertAgent      Development Company, LLC. *** |
| 10.22            |   | Employment      agreement, dated April 24, 2006 between the Company and John      Caruso(Incorporated      herein by reference to Form 8-K filed May 8,  2006)                                                                                                                |

----

| 10.23  |   | Lease      Agreement, dated June 1, 2006, between the Company and RA 6800 Jericho      Turnpike LLC(Incorporated      herein by reference to Form 8-K filed June 12, 2006)                                                        |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.24  |   | Settlement      Agreement, dated July 14, 2006 between the Company and BioNeutral      Laboratories Corporation USA(Incorporated      herein by reference to Form 8-K filed July 20, 2006)                                        |
| 10.25  |   | Amendment      to Employment  Agreement,  dated January 29, 2007,  between      the  Company  and William  Bozsnyak ****                                                                            |
| 10.26  |   | Series      A Preferred Stock Purchase Agreement dated February 7, 2007 by and between      the Registrant and Edward Kaplan.(Incorporated      herein by reference to Form 8-K filed February 13,2007)                           |
| 10.27  |   | Series      A Preferred Stock Purchase Agreement dated February 8, 2007 by and between      the Registrant and The LAM Opportunity Fund, LTD.(Incorporated      herein by reference to Form 8-K filed February 13,2007)           |
| 10.28  |   | Series      A Preferred Stock Purchase Agreement dated February 8, 2007 by and between      the Registrant and Lewis Opportunity Fund, LP.(Incorporated      herein by reference to Form 8-K filed February 13,2007)              |
| 10.29  |   | Series      A Preferred Stock Purchase Agreement dated February 20, 2007 by and      between the Registrant and The LAM Opportunity Fund, LTD.(incorporated      herein by reference to Form 8-K filed February 26,2007)          |
| 10.30  |   | Series      A Preferred Stock Purchase Agreement dated February 20, 2007 by and      between the Registrant and Lewis Opportunity Fund, LP.(Incorporated      herein by reference to Form 8-K filed February 26,2007)             |
| 10.31  |   | Series      A Preferred Stock Purchase Agreement dated March 9, 2007 by and between      the Registrant and Michael Zuhoski.(Incorporated      herein by reference to Form 8-K filed June 6, 2007)                                |
| 10.32  |   | Series      A Preferred Stock Purchase Agreement dated March 9, 2007 by and between      the Registrant and Diane Supinsky.(Incorporated      herein by reference to Form 8-K filed June 6, 2007)                                 |
| 10.33  |   | Series      A Preferred Stock Purchase Agreement dated May 16, 2007 by and between      the                                                                                                                                       |
|   |   | Registrant      and Lewis Opportunity Fund, LP.                                                                                                                                                                                   |
|   |   | (Incorporated      herein by reference to Form 8-K filed June 6, 2007)                                                                                                                                                            |
| 10.34  |   | Series      A Preferred Stock Purchase Agreement dated May 16, 2007 by and between the      Registrant and The LAM Opportunity Fund, LTD.                                                                                         |
|   |   | (incorporated      herein by reference to Form 8-K filed June 6, 2007)                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                              |
| 10.35  |   | Series      A Preferred Stock Purchase Agreement dated June 1, 2007 by and between the      Registrant and Lewis Opportunity Fund, LP.(Incorporated      herein by reference to Form 8-K filed June 6, 2007)                      |
| 10.36  |   | Separation      Agreement between the Company and Mr. William Bozsnyak dated February 10,      2009.                                                                                                                              |
|   |   | (Incorporated      herein by reference to Form 10-K filed April 14, 2009)                                                                                                                                                         |
| 10.37  |   | Employment      agreement, dated February 10, 2009 between the Company and Jeffrey Greene.      (Incorporated herein by reference to Form 10-K filed April 14,      2009)                                                         |
| 10.39  |   | Certificate      of Designation filed with the State of Delaware (Incorporated herein by      reference to the Company’s 10-Q filed November 14,2009)                                                                       |
| 10.40  |   | Series      B Preferred Stock Purchase Agreement dated September 9, 2009 by and      between the Company and Rock Island Capital, LLC(Incorporated herein      by reference to the Company’s 10-Q filed November 14,  2009) |
| 10.41  |   | Amended      Stock Purchase Agreement to Series B Preferred dated March 4, 2010      (previously filed)                                                                                                                           |
|   |   |                                                                                                                                                                                                                              |
| 14     |   | Code      of Ethics of the Company.**                                                                                                                                                                                             |
| 21     |   | List      of Subsidiaries***                                                                                                                                                                                                      |

| *    | Incorporated      herein by reference to the Company’s Form SB-2 filed with the Securities      and Exchange Commission (File No. 33-97687). |
|------|----------------------------------------------------------------------------------------------------------------------------------------------------|
| **   | Incorporated      herein by reference to the Company’s Form 10-KSB filed with the Securities      and Exchange Commission on March 16, 2004. |
| ***  | Incorporated      herein by reference to the Company’s Form 10-KSB filed with the Securities      and Exchange Commission on April 17, 2006  |
| **** | Incorporated      herein by reference to the Company’s Form 10-KSB filed with the Securities      and Exchange Commission on April 11,2007   |

----

| EchoMetrix,      Inc. |
|-----------------------|
|                  |
| (Registrant)          |

| By:                            | /s/      Jeffrey Greene                      |
|--------------------------------|----------------------------------------------|
|                           | Jeffrey      Greene, Chief Executive Officer |
|                           |
| Date:       July 28, 2010 |
|                           |
| By:                            | /s/Erica      Zalbert                        |
|                           | Erica      Zalbert, Chief Financial Officer  |
|                           |                                         |
| Date:      July 28, 2010       |

| Name                       |  Title    | Date                     |
|----------------------------|----------------|--------------------------|
|                       |           |                     |
| s/      Frank Chester      |           |                     |
|  Frank      Chester   |  Director | July      28, 2010       |
| /s/      Randy S. Zelin    |           |                     |
|        Randy S. Zelin |  Director | July      28, 2010       |
| /s/      David Lewis       |           |                     |
| David      Lewis      |  Director |  July      28, 2010 |
| /s/      Peter Charles     |           |                     |
| Peter      Charles    |  Director |  July      28,2010  |

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