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) 12/15/2006	3. Issuer Name and Ticker or Trading Symbol DATAMETRICS CORP [ DMCP ]
		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	1,000,000(1)	D
Common Stock	174,887(1)(2)(3)	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	12,877,162(1)(4)	$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 X 10% Owner Officer (give title below) Other (specify below)

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 X 10% Owner Officer (give title below) Other (specify below)

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 X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The amounts shown in Table I and Table II as directly owned securities represent the beneficial ownership of the Issuer's securities held by SG DMTI Capital LLC, a portion of which may be attributable to SG Phoenix Ventures LLC because it is the managing member of SG DMTI Capital LLC, to Mr. Sassower because he is a managing member of SG Phoenix Ventures LLC, the managing member of SG DMTI Capital LLC, and to Mr. Goren because he is a managing member of SG Phoenix Ventures LLC, the managing member of SG DMTI Capital LLC. Each of SG Phoenix Ventures LLC, Mr. Sassower and Mr. Goren disclaims beneficial ownership of such securities beneficially owned by SG DMTI Capital LLC.

2. This number gives effect to the reverse 1-for-30 stock split effective as of April 10, 2006

3. On December 15, 2006, Datametrics Corp. issued 174,887 shares of Common Stock as a dividend accrued on the Series B Preferred Stock

4. This number gives effect to the reverse 1-for-30 stock split effective as of April 10, 2006

	/s/ SG DMTI Capital LLC	12/21/2006
	/s/ SG Phoenix Ventures LLC	12/21/2006
	/s/ Philip S. Sassower	12/21/2006
	/s/ Andrea Goren	12/21/2006
	** Signature of Reporting Person	Date
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