SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* SG DMTI CAPITAL LLC (Last) (First) (Middle) 110 EAST 59TH STREET SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/30/2005	3. Issuer Name and Ticker or Trading Symbol DATAMETRICS CORP [ DMTI.PK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
SERIES B PREFERRED STOCK	500,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
WARRANTS	12/30/2005	12/30/2015	COMMON STOCK	386,314,860	$0.01	D

1. Name and Address of Reporting Person* SG DMTI CAPITAL LLC (Last) (First) (Middle) 110 EAST 59TH STREET SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SG PHOENIX VENTURES LLC (Last) (First) (Middle) 110 EAST 59TH STREET SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Ex 99.1

1. Name and Address of Reporting Person* Goren Andrea (Last) (First) (Middle) 110 EAST 59TH STREET SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Ex 99.1

1. Name and Address of Reporting Person* SASSOWER PHILIP S (Last) (First) (Middle) 110 EAST 59TH STREET SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Ex 99.1

Explanation of Responses:

Remarks:

(1) See Exhibit 99.1 regarding multiple reporting persons.

	/s/ SG DMTI Capital LLC	01/09/2006
	SG Phoenix Ventures LLC its Managing Member	01/09/2006
	Philip S. Sassower Member	01/09/2006
	Andrea Goren Member	01/09/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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