DATAMETRICS CORP
NT 10-Q, 2000-03-14
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

            SEC File Number 1-8690         CUSIP Number 238085-10-4
                            ------                      -----------

(Check One):

[ ] Form 10-K and Form 10-KSB        [ ] Form 20-F             [  ] Form 11-K
[X] Form 10-Q and Form 10-QSB        [ ] Form N-SAR


                  For Period Ended:      January 30, 2000
                                    -------------------------
                  [   ] Transition Report on Form 10-K
                  [   ] Transition Report on Form 20-F
                  [   ] Transition Report on Form 11-K
                  [   ] Transition Report on Form 10-Q
                  [   ] Transition Report on Form N-SAR
                  For the Transition Period Ended:_____________________________


Read Instruction (on back page) Before Preparing Form. Please Print or Type.


Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

- --------------------------------------------------------------------------------

PART 1 - REGISTRANT INFORMATION

Datametrics
Corporation
Full Name of Registrant

N/A
Former Name if Applicable

25B Hanover
Road
Address of Principal Executive Office (Street and Number)

Florham Park, NJ
07932
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)


<PAGE>

[X]           (a) The reasons described in reasonable detail in Part III of this
              form  could  not be  eliminated  without  unreasonable  effort  or
              expense;

[X]           (b) The subject  annual  report,  semi-annual  report,  transition
              report on Form 10-K,  Form 20-F, Form 11-K, Form N-SAR, or portion
              thereof,  will be filed on or before the  fifteenth  calendar  day
              following the prescribed due date; or the subject quarterly report
              of  transition  report on Form 10-Q,  or portion  thereof  will be
              filed on or before the fifth calendar day following the prescribed
              due date; and

[ ]           (c) The accountant's statement or other exhibit required by Rule
              12b-25(c) has been attached if applicable.


PART III - NARRATIVE

State below in  reasonable  detail the reasons  why the Form 10-K,  11-K,  10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribe time period. (Attach Extra Sheets if Needed)

          The  Registrant's  recent SEC reporting have  significantly  taxed its
          limited personnel and internal resources,  including its recent filing
          of forms 10-KSB and 10-KSB/A.  As a result,  the  Registrant  has been
          delayed  in  preparing  the   necessary   financial   statements   and
          information  to be  included  in its report on Form 10-QSB in a timely
          manner.


PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification:

     John F. Bradley II, Esq.                     617              345-9800
     -----------------------------------     -------------    ------------------
     (Name)                                   (Area Code)     (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months (or for such shorter period that the
     registrant was required to file such reports) been filed?  If answer is no,
     identify report(s). [X] Yes [ ] No

- --------------------------------------------------------------------------------

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report or  position
     thereof? [X] Yes [ ] No

     If so, attach an explanation of the anticipated  change,  both  narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

          The  Company  will  report a decrease  in revenue to  $1,100,000  from
          $1,500,000  for the  corresponding  quarter  during fiscal 1999.  This
          decrease  is  due  primarily  to  quarterly  fluctuations  and  to the
          reduction in orders received in its military business.



                             Datametrics Corporation
                            -------------------------
                  (Name of Registrant as Specified in Charter)
<PAGE>


has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date   March 14, 2000               By   /s/ Daniel Ginns
     -----------------                ------------------------------------------
                                    Daniel Ginns, Chief Executive Officer and
                                    Chief Financial Officer


                                    By   /s/ Larry B. Silverman
                                      ------------------------------------------
                                    Larry B. Silverman, Chief Accounting Officer


INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

Intentional  Misstatements  or omissions  of fact  constitute  Federal  Criminal
Violations (See 18 U.S.C. 1001)







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