DataMetrics Corporation - The accompanying notes to condensed...

DataMetrics Corporation - Recent Material Event

Item 1 - Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Balance Sheet - July 31, 2007

Condensed Consolidated Statements of Operations --
Nine months ended July 31, 2007 and 2006
Three months ended July 31, 2007 and 2006

Condensed Consolidated Statement of Capital Deficit --
Nine months ended July 31, 2007

Condensed Consolidated Statements of Cash Flows --
Nine months ended July 31, 2007 and 2006

Notes to Condensed Consolidated Financial Statements (Unaudited)

Item 2 - Management Discussion and Analysis

Item 3 - Controls and Procedures


Part II - Other Information

Item 1 -- Legal Proceedings	13
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
Item 3 -- Defaults upon Senior Securities	13
Item 4 -- Submission of Matters to a Vote of Security Holders
Item 5 -- Other Information
Item 6 -- Exhibits

Signatures

Certifications

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CONDENSED CONSOLIDATED BALANCE SHEET

JULY 31, 2007

(Unaudited)

(in thousands, except per share data)

ASSETS
Current assets
Cash	$
Accounts receivable, net of allowance for doubtful accounts of $1		294
Inventory, net of allowance for obsolete inventory of $5,797		850
Other current assets		12
Total current assets		1,314

Property and equipment
Furniture, fixtures and computer equipment		1,197
Machinery and equipment		555
Total property and equipment		1,752
Less accumulated depreciation		1,752
Net property and equipment		0

Total Assets	$	1,314

LIABILITIES AND CAPITAL DEFICIT
Current liabilities
Accounts payable	$
Accrued expenses
Accrued interest
Warranty reserve		40
Notes payable - related parties
Short term debt		141
Total current liabilities		1,681

Commitments and contingencies

Capital deficit
4% Cumulative preferred stock, $.01 par value ($1,500 aggregate liquidation
preference); 40,000 authorized; 1,000 issued and outstanding		10
Common stock, $.01 par value; 800,000 shares
authorized; 11,535 issued and outstanding		116
Additional paid in capital		64,683
Accumulated deficit		(65,176	)
Total capital deficit		(367	)

Total Liabilities and Capital Deficit	$	1,314

The accompanying notes to condensed unaudited consolidated financial statements are an integral part of these statements.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS AND THREE MONTHS ENDED JULY 31, 2007 AND 2006

(Unaudited)

(in thousands, except per share data)

	Three Months Ended						Nine months Ended
	July 31						July 31


Sales	$			$			$	2,566		$	2,537

Cost of sales								1,762			2,073
Gross profit					(200)						464

Selling, general and administrative
Personnel and related costs
Other
Total selling, general and administrative								1,281			1,230

Loss from operations		(	)		(	)		(	)		(	)

Other income (expense)		(	)					(24	)		(1,94	)

Net loss	$	(	)	$	(	)	$	(	)	$	(2,	)


Loss per share of common stock
Basic and diluted	$	(0.0	)	$	(0.	)	$	(0.0	)	$	(0.	)

Weighted average number of common shares outstanding
Basic and diluted		11,535			1,115			11,507			8,794

The accompanying notes to condensed unaudited consolidated financial statements are an integral part of these statements.

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CONDENSED CONSOLIDATED STATEMENT OF CAPITAL DEFICIT

FOR THE NINE MONTHS ENDED JULY 31, 2007

(Unaudited)