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* Philip S. Sassower 1996 Charitable Remainder Annuity Trust (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) 08/08/2006	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)
Common Stock	1,588,556(1)(2)	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

1. Name and Address of Reporting Person* Philip S. Sassower 1996 Charitable Remainder Annuity Trust (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)

Explanation of Responses:

1. The amounts shown in Table I as directly owned securities represent the beneficial ownership of the Issuer's securities by Philip S. Sassower 1996 Charitable Remainder Annuity Trust, a portion of which may be attributable to Philip S. Sassower as trustee of the Philip S. Sassower 1996 Charitable Remainder Annuity Trust.

2. Philip S. Sassower is a trustee of the Philip S. Sassower 1996 Charitable Remainder Annuity Trust and is a beneficial owner of the Issuer's securities held by the Philip S. Sassower 1996 Charitable Remainder Annuity Trust. Philip S. Sassower is also a managing member of SG Phoenix Ventures LLC, the managing member of SG DMTI Capital LLC; SG DMTI Capital LLC is the owner of 1,000,000 shares of Series B Preferred Stock, 174,887 shares of Common Stock and Warrants exercisable into 12,877,162 shares of Common Stock of the Issuer.

	/s/ Philip S. Sassower 1996 Charitable Remainder Annuity Trust	01/17/2007
	/s/ Philip S. Sassower	01/17/2007
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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