SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES AND EXCHANGE ACT

        Date of report (Date of earliest event reported): January 6, 2006
                              (December 30, 2005)

                             DATAMETRICS CORPORATION
               (Exact Name of Registrant as Specified in Charter)


         Delaware                         8567                  95-3545701
--------------------------------------------------------------------------------
(State or Other Jurisdiction          (Commission             (IRS Employer
    of Incorporation)                  File Number)          Identification No.)

       1717 Diplomacy Row, Orlando, Florida                       32809
--------------------------------------------------------------------------------
     (Address of Principal Executive Offices)                   (Zip Code)

       Registrant's telephone number, including area code: (407) 251-4577
                                                          ----------------

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)

      |_|   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      |_|   Pre-commencement  communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b))

      |_|   Pre-commencement  communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS

Conversion  of DMTR LLC Debt and  Series  A  Cumulative  Convertible  Redeemable
Preferred Stock

      On December 30, 2005,  the Company  converted  certain debt and all of its
outstanding shares of Series A Cumulative Convertible Redeemable Preferred Stock
(the  "Series  A  Preferred  Stock"  into  Common  Stock  of  the  Company  (the
"Restructuring") as follows:

      (a)   Pursuant to a Loan Termination and Conversion  Agreement between the
            Company and DMTR, LLC ("DMTR"),  DMTR agreed to convert debt owed to
            DMTR by the Company (which debt consisted of an aggregate  principal
            amount of $2,900,000 and accrued,  but unpaid interest on the unpaid
            principal  amount)  (the "DMTR  Loan")  into  244,736,145  shares of
            common  stock of the  Company.  DMTR also  agreed to  terminate  its
            security  interest in the Company's  assets that it held as security
            for the DMTR loan.  The  244,736,145  shares do not give effect to a
            proposed  one (1) for  thirty  (30)  reverse  stock-split  which the
            Company  intends to consummate  in February 2006 as described  below
            (the "Reverse Stock Split").

      (b)   The Company and the holders of the Company's  issued and outstanding
            892,652 shares of Series A Preferred Stock,  representing all of the
            issued and  outstanding  shares of Series A  Preferred  Stock of the
            Company,  converted  such  shares into  48,947,229  shares of common
            stock of the  Company,  before  giving  effect to the Reverse  Stock
            Split.

Series B Preferred Stock and Warrant Purchase Agreement and Secured Loan

      In  connection  with the  Restructuring,  on December 30, 2005 the Company
entered  into a Series B Preferred  Stock and Warrant  Purchase  Agreement  (the
"Purchase  Agreement")  with SG DMTI  Capital LLC  ("SG"),  pursuant to which SG
purchased  500,000 shares of the Company's  Series B Preferred Stock and has the
right to purchase an additional  500,000 shares of Series B Preferred Stock at a
price of $1.00 per share.  Pursuant to the Purchase  Agreement,  on December 30,
2005,  the  Company  issued SG  500,000  shares of Series B  Preferred  Stock in
exchange for the  cancellation of an aggregate of $499,563 in principal and $467
in accrued  interest on certain  promissory  notes (the  "Notes")  issued by the
Company and held by SG. The  obligation of SG to purchase  additional  shares of
Series  B  Preferred  Stock  is  contingent  upon the  satisfaction  of  certain
conditions, including:

      (a) the Company  shall be current and shall have timely filed with the SEC
reports, schedules, registration statements and definitive proxy statements that
the Company is required to file with the SEC; and

      (b) the Company shall have been in compliance  with a budget in accordance
with the Purchase Agreement for at least 6 months.

<PAGE>

      Upon satisfaction of the aforementioned  conditions, the Company will have
the right to request SG to purchase  an  additional  125,000  shares of Series B
Preferred  Stock for $125,000 for each quarter in which the Company's  quarterly
revenues  for  the  fiscal  quarter  immediately  preceding  it are of at  least
$1,500,000,  and/or the Company's average quarterly  revenues for the two fiscal
quarters immediately preceding it are of at least $1,500,000.  In the event that
the Company should not meet the $1,500,000  threshold in any fiscal quarter, but
the  average  quarterly   revenues  of  this  quarter  and  the  fiscal  quarter
immediately following it are of at least $1,500,000,  then the Company will have
the right to request SG to purchase  an  additional  250,000  shares of Series B
Preferred Stock for $250,000.

      The  holders of Series B  Preferred  Stock  shall be  entitled to receive,
before any  dividend  shall be declared and paid upon or set aside for any other
capital stock,  dividends payable in cash or common stock of the Company, at the
option of the  Company,  at the rate per annum per share  equal to four  percent
(4%). Dividends shall accrue and be cumulative.  The Series B Preferred Stock is
not convertible into Common Stock and has a liquidation  preference of $1.50 per
share in the event of a liquidation  of the Company.  The consent of the holders
of a majority  of the Series B Preferred  Stock is  required  for the Company to
effectuate certain transactions, including, but not limited to:

      (a) incurring obligations for indebtedness in excess of $100,000,

      (b) incurring  obligations for expenditures in excess of $50,000 except in
the ordinary course of business or pursuant to a budget approved by the Board of
Directors,

      (c ) appoint, hire, remove or change any executive officer of the Company,

      (d) merge,  consolidate,  liquidate, wind up or dissolve itself or convey,
sell, lease, transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of the business, properties or fixed assets of the
Corporation,  or any subsidiary, or acquire by purchase all or substantially all
of the business, properties or fixed assets of, or stock in any business, and

      (e)  declare  or pay  any  dividends,  return  any  capital  or  make  any
distribution of assets to its  stockholders  except for a stock split; or redeem
or repurchase any outstanding stock or warrants.

      Pursuant to the Purchase  Agreement,  the Company issued SG a warrant (the
"Warrant")  to purchase an  aggregate  of  386,314,860  shares of the  Company's
common stock (the "Warrant  Shares").  Such amount  represents 50% of the issued
and  outstanding  shares of common stock of the Company on a fully diluted basis
(including  60,000,000  shares of common stock issuable under the Company's 2005
Stock Incentive  Plan,  none of which have been granted to date),  before giving
effect to the Reverse Stock Split. The Warrant is exercisable  immediately for a
period of ten (10) years at an exercise price of $.01 per share,  and is subject
to adjustments for, among other things, anti-dilution protection.

<PAGE>

      In connection with the Purchase Agreement, the Company and SG also entered
into a  registration  rights  agreement  whereby SG has the right to require the
Company to register the Warrant Shares at the Company's expense.

ITEM 2.03 CREATION OF A DIRECT  FINANCIAL  OBLIGATION OR AN OBLIGATION  UNDER AN
OFF BALANCE SHEET ARRANGEMENT OF A REGISTRANT

      In connection  with the Purchase  Agreement,  the Company also issued SG a
secured  promissory  note in the  principal  amount of  $500,000  (the  "Secured
Note").  The Secured  Note accrues  interest at a rate of ten (10%)  percent per
annum and matures on December  31,  2006.  Accrued  interest on the Secured Note
shall be paid quarterly  commencing  March 31, 2006. The Secured Note is secured
by a first priority lien on all of the Company's  assets,  which lien was placed
on the  Company's  assets  at the time of  issuance  of the  $200,000  note (the
"Bridge Note"),  which the Company  previously issued to SG on November 7, 2005.
The Company  used the  proceeds of the Secured Note to (i) repay the Bridge Note
and all accrued interest  thereon,  (ii) pay interest on the Notes exchanged for
the  Series B  Preferred  Stock,  (iii) pay for  certain  expenses  incurred  in
connection with the transactions with SG and (iv) for general working capital.

ITEM 5.01 CHANGE IN CONTROL OF REGISTRANT

      (a) On  December  30,  2005,  DMTR LLC  agreed  to  convert  a loan in the
principal  amount of $2,900,000 and accrued,  but unpaid  interest on the unpaid
principal  amount) (the "DMTR Loan") into 244,736,145  shares of common stock of
the  Company.  DMTR also  agreed  to  terminate  its  security  interest  in the
Company's  assets that it held as security for the DMTR loan.  The DMTR Loan and
related security interest was initially provided to the Company by DMTR pursuant
to a loan  agreement  and  related  documents  dated as of January 31, 2001 (the
"Loan  Agreement").  Bruce  Galloway  is the  managing  member of DMTR LLC and a
director  of the  Company.  As a  result  of the  conversion,  DMTR  now owns an
aggregate  of  245,436,145   shares  of  common  stock  consisting  of  (i)  the
244,736,145  shares of common stock issued pursuant to the Loan  Termination and
Conversion  Agreement and (ii) 700,000 shares of common stock previously  issued
to DMTR in January 2001. Such aggregate amount  constitutes 75.21% of the issued
and  outstanding  common  stock  of  the  Company  after  giving  effect  to the
conversion  of the DMTR Loan and Series A Preferred  Stock on December 30, 2005.
Such  percentage  ownership does not give effect to the Warrant Shares  issuable
under the Warrant.  In the event that the Warrant were exercised in full, DMTR's
percentage ownership of the issued and outstanding shares of common stock of the
Company would be reduced to 34.44%, without giving effect to any shares issuable
under the Company's 2005 Stock Incentive Plan.

      (b) On December 30, 2005, the Company issued SG the Warrant to purchase an
aggregate of 386,314,860 Warrant Shares. Such amount represents 50% of the
issued and outstanding shares of common stock of the Company on a fully diluted
basis (including 60,000,000 shares of common stock issuable under the Company's
2005 Stock Incentive Plan, none of which have been granted to date), before
giving effect to the Reverse Stock Split. The Warrant is exercisable immediately
for a period of ten (10) years at an exercise price of $.01 per share, and is
subject to adjustments for, among other things, anti-dilution protection. If SG
exercised the Warrant in full without giving effect to any shares issuable by
the Company under the 2005 Stock Incentive Plan, the Warrant Shares would
represent 54.20% of the issued and outstanding shares of the Company as of
December 30, 2005.

<PAGE>

      Pursuant to the terms of the Series B Preferred  Stock, the Company agreed
that it and the Board of Directors would take all action  necessary to cause the
composition of the Board of Directors to be amended upon  Purchaser's  demand to
have  two  (2)  Directors,  chosen  by  Purchaser,  appointed  to the  Board  of
Directors.  SG has  not  nominated  any  directors  to the  Company's  Board  of
Directors to date. In addition the holders of a majority of the shares of Series
B Preferred Stock must approve certain  transactions by the Company as discussed
in item 1.01.

ITEM 7.01 RECENT SALES OF UNREGISTERED SECURITIES

      As described in Items 1.01 and 5.01, on December 30, 2005, the Company:

(a)   converted 892,652 shares of Series A Preferred Stock,  representing all of
      the  issued  and  outstanding  shares of  Series A  Preferred  Stock  into
      48,947,229 shares of common stock.

(b)   converted the DMTR Loan into 244,736,145 shares of common stock,

(c)   issued 500,000 shares of Series B Preferred Stock and

(d)   issued the SG Warrant that is exercisable  for an aggregate of 386,314,860
      shares of common stock.

      The forgoing  share  issuances do not give effect to the proposed  Reverse
Stock Split.  The Reverse Stock Split was approved prior to the  consummation of
the Restructuring by the consent of the holders of a majority of the outstanding
Common  Stock  and  Series A  Preferred  Stock.  The  Company  is  preparing  an
information  statement on Schedule 14C to be  distributed  to its  shareholders.
Under the Purchase Agreement, the Company is required to use its best efforts to
have the Reverse Stock Split consummated by February 15, 2006.

      The issuance of the shares of Common Stock,  the Series B Preferred  Stock
and the SG Warrant were exempt from registration  under pursuant to Regulation D
promulgated under Section 4(2) of the Securities Act of 1933.

Item 7. Financial Statements and Exhibits

      (c) Exhibits:

            10.30 Loan Termination and Conversion  Agreement between the Company
and DMTR dated as of December 30, 2005.

<PAGE>

            10.31  Series B  Preferred  Stock  and  Warrant  Purchase  Agreement
between the Company and SG dated as of December 30, 2005.

            10.32 Certificate of Designations,  Preferences and Rights of Series
B Preferred Stock.

            10.33 Common Stock Purchase Warrant dated as of December 30, 2005

            10.34  Registration  Rights  Agreement dated as of December 30, 2005
between the Company and SG.

            10.35 Secured Promissory Note dated as of December 30, 2005.

            10.36 Consent  Agreement  between DMTR LLC and Commerce  Bank,  N.A.
dated as of December 30, 2005.



                                   SIGNATURES

      Pursuant to the  requirements  of the Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this  report  to be  signed  on behalf by the
undersigned hereunto duly authorized.

January 6, 2006                             DATAMETRICS CORPORATION

                                            By: /s/ Daniel Bertram
                                               ---------------------------------
                                               Name:  Daniel Bertram
                                               Title:  Chief Executive Officer
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SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES AND EXCHANGE ACT

        Date of report (Date of earliest event reported): January 6, 2006
                              (December 30, 2005)

                             DATAMETRICS CORPORATION
               (Exact Name of Registrant as Specified in Charter)

         Delaware                         8567                  95-3545701
--------------------------------------------------------------------------------
(State or Other Jurisdiction          (Commission             (IRS Employer
    of Incorporation)                  File Number)          Identification No.)

       1717 Diplomacy Row, Orlando, Florida                       32809
--------------------------------------------------------------------------------
     (Address of Principal Executive Offices)                   (Zip Code)

       Registrant's telephone number, including area code: (407) 251-4577
                                                          ----------------

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)

      |_|   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      |_|   Pre-commencement  communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b))

      |_|   Pre-commencement  communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS

Conversion  of DMTR LLC Debt and  Series  A  Cumulative  Convertible  Redeemable
Preferred Stock

      On December 30, 2005,  the Company  converted  certain debt and all of its
outstanding shares of Series A Cumulative Convertible Redeemable Preferred Stock
(the  "Series  A  Preferred  Stock"  into  Common  Stock  of  the  Company  (the
"Restructuring") as follows:

      (a)   Pursuant to a Loan Termination and Conversion  Agreement between the
            Company and DMTR, LLC ("DMTR"),  DMTR agreed to convert debt owed to
            DMTR by the Company (which debt consisted of an aggregate  principal
            amount of $2,900,000 and accrued,  but unpaid interest on the unpaid
            principal  amount)  (the "DMTR  Loan")  into  244,736,145  shares of
            common  stock of the  Company.  DMTR also  agreed to  terminate  its
            security  interest in the Company's  assets that it held as security
            for the DMTR loan.  The  244,736,145  shares do not give effect to a
            proposed  one (1) for  thirty  (30)  reverse  stock-split  which the
            Company  intends to consummate  in February 2006 as described  below
            (the "Reverse Stock Split").

      (b)   The Company and the holders of the Company's  issued and outstanding
            892,652 shares of Series A Preferred Stock,  representing all of the
            issued and  outstanding  shares of Series A  Preferred  Stock of the
            Company,  converted  such  shares into  48,947,229  shares of common
            stock of the  Company,  before  giving  effect to the Reverse  Stock
            Split.

Series B Preferred Stock and Warrant Purchase Agreement and Secured Loan

      In  connection  with the  Restructuring,  on December 30, 2005 the Company
entered  into a Series B Preferred  Stock and Warrant  Purchase  Agreement  (the
"Purchase  Agreement")  with SG DMTI  Capital LLC  ("SG"),  pursuant to which SG
purchased  500,000 shares of the Company's  Series B Preferred Stock and has the
right to purchase an additional  500,000 shares of Series B Preferred Stock at a
price of $1.00 per share.  Pursuant to the Purchase  Agreement,  on December 30,
2005,  the  Company  issued SG  500,000  shares of Series B  Preferred  Stock in
exchange for the  cancellation of an aggregate of $499,563 in principal and $467
in accrued  interest on certain  promissory  notes (the  "Notes")  issued by the
Company and held by SG. The  obligation of SG to purchase  additional  shares of
Series  B  Preferred  Stock  is  contingent  upon the  satisfaction  of  certain
conditions, including:

      (a) the Company  shall be current and shall have timely filed with the SEC
reports, schedules, registration statements and definitive proxy statements that
the Company is required to file with the SEC; and

      (b) the Company shall have been in compliance  with a budget in accordance
with the Purchase Agreement for at least 6 months.
Upon satisfaction of the aforementioned  conditions, the Company will have
the right to request SG to purchase  an  additional  125,000  shares of Series B
Preferred  Stock for $125,000 for each quarter in which the Company's  quarterly
revenues  for  the  fiscal  quarter  immediately  preceding  it are of at  least
$1,500,000,  and/or the Company's average quarterly  revenues for the two fiscal
quarters immediately preceding it are of at least $1,500,000.  In the event that
the Company should not meet the $1,500,000  threshold in any fiscal quarter, but
the  average  quarterly   revenues  of  this  quarter  and  the  fiscal  quarter
immediately following it are of at least $1,500,000,  then the Company will have
the right to request SG to purchase  an  additional  250,000  shares of Series B
Preferred Stock for $250,000.

      The  holders of Series B  Preferred  Stock  shall be  entitled to receive,
before any  dividend  shall be declared and paid upon or set aside for any other
capital stock,  dividends payable in cash or common stock of the Company, at the
option of the  Company,  at the rate per annum per share  equal to four  percent
(4%). Dividends shall accrue and be cumulative.  The Series B Preferred Stock is
not convertible into Common Stock and has a liquidation  preference of $1.50 per
share in the event of a liquidation  of the Company.  The consent of the holders
of a majority  of the Series B Preferred  Stock is  required  for the Company to
effectuate certain transactions, including, but not limited to:

      (a) incurring obligations for indebtedness in excess of $100,000,

      (b) incurring  obligations for expenditures in excess of $50,000 except in
the ordinary course of business or pursuant to a budget approved by the Board of
Directors,

      (c ) appoint, hire, remove or change any executive officer of the Company,

      (d) merge,  consolidate,  liquidate, wind up or dissolve itself or convey,
sell, lease, transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of the business, properties or fixed assets of the
Corporation,  or any subsidiary, or acquire by purchase all or substantially all
of the business, properties or fixed assets of, or stock in any business, and

      (e)  declare  or pay  any  dividends,  return  any  capital  or  make  any
distribution of assets to its  stockholders  except for a stock split; or redeem
or repurchase any outstanding stock or warrants.

      Pursuant to the Purchase  Agreement,  the Company issued SG a warrant (the
"Warrant")  to purchase an  aggregate  of  386,314,860  shares of the  Company's
common stock (the "Warrant  Shares").  Such amount  represents 50% of the issued
and  outstanding  shares of common stock of the Company on a fully diluted basis
(including  60,000,000  shares of common stock issuable under the Company's 2005
Stock Incentive  Plan,  none of which have been granted to date),  before giving
effect to the Reverse Stock Split. The Warrant is exercisable  immediately for a
period of ten (10) years at an exercise price of $.01 per share,  and is subject
to adjustments for, among other things, anti-dilution protection.
In connection with the Purchase Agreement, the Company and SG also entered
into a  registration  rights  agreement  whereby SG has the right to require the
Company to register the Warrant Shares at the Company's expense.

ITEM 2.03 CREATION OF A DIRECT  FINANCIAL  OBLIGATION OR AN OBLIGATION  UNDER AN
OFF BALANCE SHEET ARRANGEMENT OF A REGISTRANT

      In connection  with the Purchase  Agreement,  the Company also issued SG a
secured  promissory  note in the  principal  amount of  $500,000  (the  "Secured
Note").  The Secured  Note accrues  interest at a rate of ten (10%)  percent per
annum and matures on December  31,  2006.  Accrued  interest on the Secured Note
shall be paid quarterly  commencing  March 31, 2006. The Secured Note is secured
by a first priority lien on all of the Company's  assets,  which lien was placed
on the  Company's  assets  at the time of  issuance  of the  $200,000  note (the
"Bridge Note"),  which the Company  previously issued to SG on November 7, 2005.
The Company  used the  proceeds of the Secured Note to (i) repay the Bridge Note
and all accrued interest  thereon,  (ii) pay interest on the Notes exchanged for
the  Series B  Preferred  Stock,  (iii) pay for  certain  expenses  incurred  in
connection with the transactions with SG and (iv) for general working capital.

ITEM 5.01 CHANGE IN CONTROL OF REGISTRANT

      (a) On  December  30,  2005,  DMTR LLC  agreed  to  convert  a loan in the
principal  amount of $2,900,000 and accrued,  but unpaid  interest on the unpaid
principal  amount) (the "DMTR Loan") into 244,736,145  shares of common stock of
the  Company.  DMTR also  agreed  to  terminate  its  security  interest  in the
Company's  assets that it held as security for the DMTR loan.  The DMTR Loan and
related security interest was initially provided to the Company by DMTR pursuant
to a loan  agreement  and  related  documents  dated as of January 31, 2001 (the
"Loan  Agreement").  Bruce  Galloway  is the  managing  member of DMTR LLC and a
director  of the  Company.  As a  result  of the  conversion,  DMTR  now owns an
aggregate  of  245,436,145   shares  of  common  stock  consisting  of  (i)  the
244,736,145  shares of common stock issued pursuant to the Loan  Termination and
Conversion  Agreement and (ii) 700,000 shares of common stock previously  issued
to DMTR in January 2001. Such aggregate amount  constitutes 75.21% of the issued
and  outstanding  common  stock  of  the  Company  after  giving  effect  to the
conversion  of the DMTR Loan and Series A Preferred  Stock on December 30, 2005.
Such  percentage  ownership does not give effect to the Warrant Shares  issuable
under the Warrant.  In the event that the Warrant were exercised in full, DMTR's
percentage ownership of the issued and outstanding shares of common stock of the
Company would be reduced to 34.44%, without giving effect to any shares issuable
under the Company's 2005 Stock Incentive Plan.

      (b) On December 30, 2005, the Company issued SG the Warrant to purchase an
aggregate of 386,314,860 Warrant Shares. Such amount represents 50% of the
issued and outstanding shares of common stock of the Company on a fully diluted
basis (including 60,000,000 shares of common stock issuable under the Company's
2005 Stock Incentive Plan, none of which have been granted to date), before
giving effect to the Reverse Stock Split. The Warrant is exercisable immediately
for a period of ten (10) years at an exercise price of $.01 per share, and is
subject to adjustments for, among other things, anti-dilution protection. If SG
exercised the Warrant in full without giving effect to any shares issuable by
the Company under the 2005 Stock Incentive Plan, the Warrant Shares would
represent 54.20% of the issued and outstanding shares of the Company as of
December 30, 2005.
Pursuant to the terms of the Series B Preferred  Stock, the Company agreed
that it and the Board of Directors would take all action  necessary to cause the
composition of the Board of Directors to be amended upon  Purchaser's  demand to
have  two  (2)  Directors,  chosen  by  Purchaser,  appointed  to the  Board  of
Directors.  SG has  not  nominated  any  directors  to the  Company's  Board  of
Directors to date. In addition the holders of a majority of the shares of Series
B Preferred Stock must approve certain  transactions by the Company as discussed
in item 1.01.

ITEM 7.01 RECENT SALES OF UNREGISTERED SECURITIES

      As described in Items 1.01 and 5.01, on December 30, 2005, the Company:

(a)   converted 892,652 shares of Series A Preferred Stock,  representing all of
      the  issued  and  outstanding  shares of  Series A  Preferred  Stock  into
      48,947,229 shares of common stock.

(b)   converted the DMTR Loan into 244,736,145 shares of common stock,

(c)   issued 500,000 shares of Series B Preferred Stock and

(d)   issued the SG Warrant that is exercisable  for an aggregate of 386,314,860
      shares of common stock.

      The forgoing  share  issuances do not give effect to the proposed  Reverse
Stock Split.  The Reverse Stock Split was approved prior to the  consummation of
the Restructuring by the consent of the holders of a majority of the outstanding
Common  Stock  and  Series A  Preferred  Stock.  The  Company  is  preparing  an
information  statement on Schedule 14C to be  distributed  to its  shareholders.
Under the Purchase Agreement, the Company is required to use its best efforts to
have the Reverse Stock Split consummated by February 15, 2006.

      The issuance of the shares of Common Stock,  the Series B Preferred  Stock
and the SG Warrant were exempt from registration  under pursuant to Regulation D
promulgated under Section 4(2) of the Securities Act of 1933.

Item 7. Financial Statements and Exhibits

      (c) Exhibits:

            10.30 Loan Termination and Conversion  Agreement between the Company
and DMTR dated as of December 30, 2005.
10.31  Series B  Preferred  Stock  and  Warrant  Purchase  Agreement
between the Company and SG dated as of December 30, 2005.

            10.32 Certificate of Designations,  Preferences and Rights of Series
B Preferred Stock.

            10.33 Common Stock Purchase Warrant dated as of December 30, 2005

            10.34  Registration  Rights  Agreement dated as of December 30, 2005
between the Company and SG.

            10.35 Secured Promissory Note dated as of December 30, 2005.

            10.36 Consent  Agreement  between DMTR LLC and Commerce  Bank,  N.A.
dated as of December 30, 2005.

                                   SIGNATURES

      Pursuant to the  requirements  of the Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this  report  to be  signed  on behalf by the
undersigned hereunto duly authorized.

January 6, 2006                             DATAMETRICS CORPORATION

                                            By: /s/ Daniel Bertram
                                               ---------------------------------
                                               Name:  Daniel Bertram
                                               Title:  Chief Executive Officer