-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L3jAASvulS3Bja4YwFfK22IzCObrBrl+Cf2IqVcu/yZSxMVMfjARHgEAAehmcJUM L2eEiomADsJsNUcNsc3ZsA== 0001144204-06-029142.txt : 20060720 0001144204-06-029142.hdr.sgml : 20060720 20060720145012 ACCESSION NUMBER: 0001144204-06-029142 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060131 FILED AS OF DATE: 20060720 DATE AS OF CHANGE: 20060720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATAMETRICS CORP CENTRAL INDEX KEY: 0000027082 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 953545701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1028 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-08690 FILM NUMBER: 06971529 BUSINESS ADDRESS: STREET 1: 1717 DIPLOMACY ROW CITY: ORLANDO STATE: FL ZIP: 32809 BUSINESS PHONE: 4072514577 MAIL ADDRESS: STREET 1: 25B HANOVER ROAD CITY: FLORHAM PARK STATE: NJ ZIP: 07932 10QSB 1 v047944_10qsb.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended January 31, 2006 or [_] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period from ________to_________ Commission File Number 1-8690 DataMetrics Corporation -------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 95-3545701 - -------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1717 Diplomacy Row Orlando, Florida 32809 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (407) 251-4577 ---------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has 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 [_] No [X] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [_] No [X] Common Stock. $.01 Par Value -- 10,177,146 shares as of July 20, 2006. Index to Form 10-QSB
Page No. Part I - Financial Information -------- Item 1. Financial Statements (unaudited): Balance Sheet as of January 31, 2006 3 Statement of Changes in Stockholders' Deficit for the Three months Ended January 31, 2006 4 Statement of Changes in Stockholders' Deficit for the Three months Ended January 31, 2005 5 Statements of Operations for the Three Months Ended January 31, 2006 and January 31, 2005 6 Statements of Cash Flows for the Three Months Ended January 31, 2006 and January 31, 2005 7-8 Notes to Financial Statements 9-11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Results of Operations 13 Liquidity and Capital Resources 14 Item 3. Controls and Procedures 15 Part II - Other Information Item 1. Legal Proceedings 16 Item 2. Unregistered Sales of Equity Securities and uses of funds. 16 Item 3. Defaults upon Senior Securities 16 Item 4. Submission of matters to a vote of security holders. 16 Item 5. Other Information 16 Item 6. Exhibits and Reports on Form 8-K 16 Certifications 17-21 Signatures 22
2 DATAMETRICS CORPORATION BALANCE SHEET (Unaudited) (in thousands, except share data)
January 31, 2006 ---- ASSETS Current Assets Cash $ 383 Accounts receivable, net of allowance for doubtful accounts of $0 301 Inventory, net of allowance for obsolete inventory of $6,070 891 Other Current Assets 134 -------- Total current assets 1,709 Property and Equipment Furniture, Fixtures and computer equipment 1,195 Machinery and equipment 547 -------- Total Property and Equipment 1,742 Less Accumulated Depreciation (1,742) -------- Net Property and Equipment - Total Assets $ 1,709 ======== LIABILITIES AND STOCKHOLDERS DEFICIT Current Liabilities Accounts Payable $ 221 Accrued Expenses 394 Warranty Reserve 40 Notes Payable 641 -------- Total Current Liabilities 1,296 Stockholders deficit: 4% Cumulative Preferred Stock, $.01 par value ($750 aggregate liquidation preference); 40,000,000 Authorized; 500,000 issued and outstanding 5 Common Stock, $.01 par value; 800,000,000 shares Authorized; 325,795,477 issued and outstanding 3,258 Additional Paid In Capital 64,662 Accumulated Deficit (67,512) -------- Total Stockholders Deficit 413 Total Liabilities and Stockholders Deficit $ 1,709 ========
- -------------------------------------------------------------------------------- The accompanying "Notes to Financial Statements"form an integral part of these statements. - -------------------------------------------------------------------------------- 3 DATAMETRICS CORPORATION STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIT For the three months ended January 31, 2006 (in thousands, except share data)
Common Stock Ser. A Preferred Ser. B Preferred ------ ----- ------------------ ---------------- Number Dollar Number Dollar Number Dollar of Shares Amount of Shares Amount of Shares Amount ----------------- ----------- ------------- --------- ----------- --------- Balances at Oct. 31, 2005 32,112,103 $ 321 892,652 $ 9 -- -- Conversion of DMTR loan of $2.9 million plus accrued interest 244,736,145 2,447 Conversion of Series A Preferred into Common Stock 48,947,229 490 (892,652) (9) Conversion of 12% Bridge loan into Series B Preferred Stock 500,000 $ 5 Warrants for the purchase of 386,314,860 shares of Common Stock Net Loss ----------------- ----------- ------------- --------- ----------- --------- Balances at Jan. 31, 2006 325,795,477 $3,258 -- -- 500,000 $ 5 Total Add'l Stock Paid-In Accum holders Capital Deficit Deficit ------------ -------------- ------------ Balances at Oct. 31, 2005 $58,142 $(61,754) $(3,282) Conversion of DMTR loan of $2.9 million plus accrued interest 633 3,080 Conversion of Series A Preferred into Common Stock (481) -- Conversion of 12% Bridge loan into Series B Preferred Stock 495 500 Warrants for the purchase of 386,314,860 shares of Common Stock 5,873 5,873 -- Net Loss (5,758) (5,758) ------------ -------------- ------------ Balances at Jan. 31, 2006 $64,662 $(67,512) $ 413
The accompanying "Notes to Financial Statements" form an integral part of these statements. 4 DATAMETRICS CORPORATION STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIT For the three months ended January 31, 2005 (in thousands, except share data)
Common Stock Ser. A Preferred Total ------ ----- ------------------ Add'l Stock Number Dollar Number Dollar Paid-In Accum. holders of Shares Amount of Shares Amount Capital Deficit Deficit --------------- --------- ------------- --------- ------------ ------------- ------------ Balances at October 31, 2004 32,112,103 $321 892,652 $ 9 $58,142 $(61,171) $(2,699) Net Loss (325) (325) Balances at January 31, 2005 32,112,103 $321 892,652 $ 9 $58,142 $(61,496) $(3,024)
The accompanying "Notes to Financial Statements" form an integral part of these statements. 5 DATAMETRICS CORPORATION STATEMENTS OF OPERATIONS (unaudited) (in thousands, except per share data) Three Months ended January 31 January 31 2006 2005 --------- --------- Sales $ 1,155 $ 597 Cost of Sales 771 432 --------- --------- Gross Profit $ 384 $ 165 --------- --------- Selling, General and Administrative Personnel and Related Costs $ 196 $ 292 Other 299 77 --------- --------- Total Selling, General and Administrative $ 495 $ 369 --------- --------- Loss from Operations (111) (204) Other income and expense (5,647) (121) --------- --------- Net Income (Loss) $ (5,758) $ (325) ========= ========= Loss per share of common stock; basic and diluted $ (0.042) $ (0.010) ========= ========= Weighted average number of common shares outstanding basic and diluted 137,246 32,113 ========= ========= The accompanying "Notes to Financial Statements" form an integral part of these statements. 6 DATAMETRICS CORPORATION CASH FLOWS STATEMENTS (unaudited) (in thousands, except per share data)
For the three months ended January 31 January 31 ------- ------- 2006 2005 Cash Flows from Operating Activities: Net Loss (5,758) (325) Adjustments to reconcile net loss to net cash used in operating activities: Gain on Sale of Building (216) - Depreciation expense 4 16 Expenses Paid from Debt Financing 249 - Amortization of Refinancing Costs - 52 Options Issued to Investors during restructuring 5,873 - Changes in assets and liabilities: Accounts receivable (31) 314 Inventories 16 (103) Prepaid expenses and other current assets (40) (31) Accounts payable (271) 27 Other Current Liabilities - 9 Accrued expenses (102) 15 Deferred Revenue - (21) ------- ------- Net cash used in operating activities (276) (47) Cash Flows from Investing Activities: Proceeds from Sale of Building 1,445 - Capital expenditures for property and equipment - (4) ------- ------- Net cash provided by (used in) investing activities 1,445 (4) Cash Flows from Financing Activities: Proceeds from loan payable 248 - Payments on Long Term Debt (1,180) (15) ------- ------- Net cash used in financing activities (932) (15) Net (decrease) increase in cash 237 (66) Cash at the beginning of the period 146 91 ------- ------- Cash at the end of the period 383 25 ------- ------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest, net $ 72 $ 69 NONCASH INVESTING / FINANCING ACTIVITIES Restructuring incentive expenses paid by issuing stock options $ 5,873 - Conversion of long term debt and related accrued interest into common stock $ 3,081 - Conversion of long term debt and related accrued interest into Series B preferred stock $ 500 - Conversion of Series A preferred stock into common stock $ 489 - Expenses paid with the issuance of notes payable $ 249 - Payment of short term bridge loan by issuing new note payable $ 200 - Forgiveness of debt as part of the sale of building $ 30 -
The accompanying "Notes to Financial Statements" form an integral part of these statements. 7 DATAMETRICS CORPORATION NOTES TO FINANCIAL STATEMENTS January 31, 2006 (Unaudited) 1. The financial statements include the accounts of DataMetrics Corporation. The accompanying condensed financial statements are unaudited and have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission relating to interim financial statements. These condensed financial statements do not include all disclosures provided in the company's annual financial statements. The condensed financial statements should be read in conjunction with the financial statements and notes thereto for the year ended October 31, 2005 contained in the company's Form 10-KSB filed with the Securities and Exchange Commission. All adjustments of a normal recurring nature, which, in the opinion of management, are necessary to present a fair statement of results for the periods have been made. Results of operations are not necessarily indicative of the results to be expected for the full year. 2. INVENTORIES Stockroom inventories consist primarily of materials used by the Company for existing and anticipated contracts and materials and finished assemblies which are held to satisfy spare parts requirements of the Company's customers. Those parts not expected to be sold within one year are classified as a non-current asset and fully reserved. The Company evaluates all inventories for obsolescence on a periodic basis and records estimated reserves accordingly. Inventories as of January 31, 2006 consist of the following: Inventories Parts and sub-assemblies 572 Work in Process 383 Obsolete Inventory 6,006 -------- Total Inventory 6,961 Reserve for Obsolete Inventory (6,070) -------- Net Inventory 891 3. NOTES PAYABLE Notes Payable at January 31, 2006 consist of the following: Notes Payable to investors; interest expense at 10% is paid quarterly; principal and unpaid interest is due in full in December 2006. The note is secured by a first priority lien on all Company assets. 500 Subordinated notes, originally due in December 2000, accruing interest at 10%. The notes are unsecured. Negotiations for repayment have begun with the holders of these notes and are ongoing at this time 141 ----- Total 641
8 All notes are current. 4. STOCK BASED COMPENSATION The fair value of the option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Risk free interest rate of 3 percent; dividend yield of 0%, expected life of 10 years and volatility of 50%. A summary of the status of the Company's stock options as of January 31, 2006, and changes during the quarter are presented below:
------------------------------ Shares Weighted Average (000s) Exercise Price ------ -------------- Outstanding at Beginning of Year 1,725 $1.31 Granted 386,315 $0.01 Exercised 0 Expired / Canceled 0 ------- ----- Outstanding and Fully Exercisable at the End of the Year 388,040 $0.01 ------- ----- Weighted Average Fair Value of Options Granted During the Year $0.01 ------- -----
For all options issued, the exercise price was less than the market price of the stock and $5,873,000 of stock based cost was recorded. Significant option groups outstanding at January 31, 2006 and related weighted average price and life information is as follows: Number Outstanding and Weighted Average Fully Remaining Exercise Exercisable Contractual Price Price (000s) Life (YEARS) ----- ------------ ------------ $1.40 1,500 5.80 1.00 150 1.36 0.055 75 1.75 0.01 386,315 10.00 ------- Total 388,040 ======= Weighted average exercise price is $0.016 per option. 9 5. SUBSEQUENT EVENTS The Company effected a major restructuring on December 30, 2005. The details of the restructuring are described with the filing of the definitive information statement on Schedule 14C as filed with the Securities and Exchange Commission on March 2, 2006. This includes a description of the reverse stock split that occurred on April 11, 2006. On April 11, 2006, the Company elected to effect a Stock combination through a reverse stock split. Details of the split are described in the above referenced Schedule 14C. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. This report contains certain statements of a forward-looking nature relating to future events or the future performance of the Company. Prospective investors are cautioned that such statements are only predictions and those actual events or results may differ materially. MANAGEMENT FOCUS The Company designs, develops, and manufactures computers and computer peripheral equipment for military, industrial and commercial applications where reliable operation of the equipment in challenging environments is imperative. The systems and equipment are qualified for use in airborne, shipboard, and ground based applications. The Company's product lines include a broad range of computers, computer workstations, servers, printers, plotters and monitors. The Company offers military specified and ruggedized versions of flat panel monitors and other peripheral equipment (including computers, printers, keyboards and trackballs) encased in shock, vibration and temperature resistant chassis. The chassis produced by the Company are used in conjunction with its product by the military to house this sensitive ruggedized equipment. The Navy P3 Orion, Air Force AWACS and Army Fire-Finder programs all require rugged rack enclosures to protect the equipment from shock, vibration and other damage which may be experienced in a harsh operating environment. DataMetrics continues to increase its presence in the military arena including United States Air Force avionics and ground-based systems as well as United States Army system diagnostics. DataMetrics' equipment is designed and qualified for use as part of commercial airlines cockpit systems. For the quarter ended January 31, 2006, the Company experienced slower than expected receipt of orders. Many of the military programs from which the Company anticipates generating its revenue have been rescheduled and military priorities have been reconsidered to account for short, medium, and long-term needs. The Company expects to see an increase in order activity in the following quarters and attributes the delay in orders due to a focus on budget spending for troops and munitions in the war effort in Afghanistan and Iraq. The following phases in this war and projected increase in overall military / defense spending will likely entail more sophisticated surveillance techniques and equipment, which will require data processing and peripheral equipment much like we currently supply for the AWACS, P3 Orions aircraft and the armed forces. 10 RESULTS OF OPERATIONS Three Month Period Ended January 31, 2006 Compared To Three Month Period Ended January 31, 2005 Sales for the quarter ended January 31, 2006 were $1,155,000 an increase of $558,000 or 93%, compared with sales of $597,000 in the same period in the prior fiscal year. The increase in sales for the three months ended January 31, 2006 is attributable mainly to execution of substantially large orders booked and shipped in the current period. Cost of sales for the quarter ended January 31, 2006 was $771,000 (67% of sales), an increase of $339,000 or 78%, compared with $432,000 (72% of sales) for the same period in the prior fiscal year. Cost of sales increased compared to the same period in the prior fiscal year because of the corresponding increase in sales and manufacturing costs related to the increased sales. Gross profit percentage improved due to the large orders booked during the quarter. Selling, general and administrative ("SG&A") expenses for the quarter ended January 31, 2006 were $495,000 (43% of sales) an increase of $126,000 or 34%, compared with $369,000 (62% of sales) for the same period in the prior fiscal year. The increase occurred because of large expenses from the restructuring. Net interest expense amounted to $59,000 for the quarter ended January 31, 2006 compared with net interest expense of $121,000 for the same period in the prior year. The interest expense decreased significantly for the quarter ended January 31, 2006 compared to the same period of the prior year as a result of the conversion of the major portion of long term loans into equity. The net loss for the quarter ended January 31, 2006 amounted to $5,758,000 compared with a net loss of $325,000 for the same period in the prior year. The large increase in net loss is due primarily to options totaling 386,315,000 which were issued during the quarter. The exercise price for the options was less than the market price of the stock resulting in stock based cost in the amount of $5,873,000 recorded. Management has determined that, based on the Company's historical losses from recurring operations, the Company will not recognize its net deferred tax assets at January 31, 2006. Ultimate recognition of these tax assets is dependent, to some extent, on future revenue levels and margins. It is the intention of management to assess the appropriate level for the valuation allowance each quarter. 11 LIQUIDITY AND CAPITAL RESOURCES Although the Company has generated much of the cash flow to sustain current operations through a combination of revenues from sales and from equity transactions, the debt obligations of previous periods were still outstanding at the end of fiscal year 2005. As a result, additional capital and a significant restructuring were required to meet its prior period debt obligations. The details of the restructuring are described with the filing of the definitive information statement on Schedule 14C as filed with the Securities and Exchange Commission on March 2, 2006. This includes a description of the reverse stock split that occurred on April 11, 2006. On April 11, 2006, the Company elected to effect a Stock combination through a reverse stock split. Details of the split are described in the above referenced Schedule 14C. FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS Except for the historical information and statements contained in this report, the matters set forth in this report are "forward-looking statements" that involve uncertainties and risks. Some are discussed at appropriate points in this report and the Company's other SEC filings. Others are included in the fact that the Company has been engaged in supplying equipment and services to the U.S. government defense programs which are subject to special risks, including dependence on government appropriations, contract termination without cause, contract re-negotiations and the intense competition for available defense business. Item 3. CONTROLS AND PROCEDURES (a) Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our principal executive and financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or Rule 15d-15(e) under the U.S. Securities Exchange Act of 1934, as amended) within 90 days of the filing date of this quarterly report and, based on their evaluation, our principal executive and financial officer have concluded that these controls and procedures are working now and our current period reports will be filed on time once we have finished filing the backlog of delinquent reports. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and financial officer, as appropriate to allow timely decisions regarding required disclosure. (b) Changes in Internal Control Over Financial Reporting. There were no significant changes in our internal control over financial reporting identified in connection with the evaluation required by Exchange Act Rule 13a-15(d) or Rule 15d-15(d) that occurred during the period covered by this quarterly report, or to our knowledge in other factors, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings. The Company is, from time to time, the subject of litigation, claims and assessments arising out of matters occurring during the normal operation of the Company's business. In the opinion of management, the liability, if any, under such current litigation, claims and assessments, that are material, have been properly accrued. Item 2. Unregistered Sales of Equity Securities and Uses of Proceeds. None Item 3. Defaults upon Senior Securities Effective January 31, 2006, the Company was in default on certain unsecured indebtedness of approximately $141,000 in principal and $82,000 in unpaid interest. All of the Company's obligations to DMTR LLC were converted to common stock of the Company as part of the restructuring of the Company's capital structure on December 31, 2005 as more fully described in the definitive information statement on Schedule 14C filed with the Securities and Exchange Commission on March 2, 2006. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information. None. Item 6. Exhibits (a) Exhibits: 31.1 Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 13 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Form 10-QSB to be signed on its behalf by its duly authorized representatives. DATAMETRICS CORPORATION ------------------------ /s/ Daniel Bertram Chief Executive Officer Pursuant to the requirements of the Securities and 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: Name Title Date - ------------------- ------------------------ -------------- /s/ Daniel Bertram Chief Executive Officer July 20, 2006 - ------------------- Daniel Bertram /s/ Rafik Moursalien Chief Financial Officer July 20, 2006 - ------------------- Rafik Moursalien 14 EX-31.1 2 v047944_ex31-1.txt Exhibit 31.1 Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 CERTIFICATION I, Daniel Bertram, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of DataMetrics Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within the entity, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, within 90 days of filing date of this quarterly report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: July 20, 2006 By: Daniel Bertram --------------------------- Daniel Bertram, Chief Executive Officer EX-31.2 3 v047944_ex31-2.txt Exhibit 31.2 Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 CERTIFICATION I, Rafik Moursalien, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of DataMetrics Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within the entity, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, within 90 days of the filing date of this quarterly report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: July 20, 2006 By: Rafik Moursalien --------------------------- Rafik Moursalien, Chief Financial Officer EX-32 4 v047944_ex32.txt Exhibit 32 Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) In connection with the quarterly report of DataMetrics Corporation (the "Company") on Form 10-QSB for the period ending January 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Daniel Bertram, the Chief Executive Officer of the Company, and Rafik Moursalien, the Controller of the Company, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. DATAMETRICS CORPORATION By: Daniel Bertram --------------------------- Daniel Bertram, CEO Dated: July 20, 2006 By: Rafik Moursalien --------------------------- Rafik Moursalien, CFO Dated: July 20, 2006 -----END PRIVACY-ENHANCED MESSAGE-----