ProText Mobility 10Q 2010 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		FOR THE QUARTERLY PERIOD ENDED March 31, 2010

		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 001-31590

EchoMetrix, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	11-3621755 (I.R.S. Employer Identification No.)

6800 Jericho Turnpike, Suite 208E, Syosset, New York (Address of principal executive offices)	11791 (Zip Code)

Issuer's telephone number, including area code (516) 802-0223

N/A

(Former name or former address, if changed since last report)

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company x
		(Do not check if a smaller
		reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchanges Act) Yes ¨ No x

State the number of shares outstanding of each of the registrant's classes of common equity, as of the latest practicable date.

The outstanding number of the issuer's common stock, par value $.0001, as of May 20, 2010 is 105,593,295 shares.

ECHOMETRIX, INC. AND SUBSIDIARIES

INDEX

	Page No.

Factors Affecting Forward-Looking Statements	3

PART I: FINANCIAL INFORMATION

ITEM 1 – Financial Statements:

Consolidated Balance Sheets as of March 31, 2010 (Unaudited) and December 31, 2009 (Audited)	4–5

Consolidated Statements of Operations For the Three Months ended March 31, 2010 (Unaudited) and 2009 (Unaudited)	6

Consolidated Statements of Cash Flows For the Three months ended March 31, 2010 (Unaudited) and 2009 (Unaudited )	7-8

Notes to Consolidated Financial Statements (Unaudited)	9 -15

ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	16-18

ITEM 3 – Quantitative and Qualitative Disclosure about Market Risk	19

ITEM 4T –Controls and Procedures	19

PART II:

Item 1 – Legal Proceedings	20

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3 – Defaults upon Senior Securities	20

Item 4 – Removed and Reserved	21

Item 5 - Other Information	21

Item 6 – Exhibits	21

Signature Page	22

Factors Affecting Forward Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We are not under any duty to update any of the forward-looking statements after the date of this quarterly report on Form 10-Q to conform these statements to actual results, unless required by law.

ECHOMETRIX, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS

	March 31,		December 31,
	2010		2009
	(unaudited)
Current assets:
Cash	$	5,704	$	37,890
Accounts receivable		469		238
Prepaid expenses		13,405		12,671
Total current assets		19,578		50,799

Property and equipment - net		53,941		68,094

Other assets:
Capitalized software costs, less accumulated amortization
of $136,697 and $82,120, respectively		253,719		252,001
Website development costs, less accumulated amortization of
of $8,750 and $5,000, respectively		36,250		40,000
Security deposit		9,454		9,454
Total other assets		299,423		301,455

Total assets	$	372,942	$	420,348

See notes to consolidated unaudited financial statements

ECHOMETRIX, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)

LIABILITIES AND STOCKHOLDERS' DEFICIT

	March 31,			December 31,
	2010			2009
	(unaudited)
Current liabilities:
Current portion of long term debt and capital leases		29,861			47,991
Current portion of 10% convertible notes payable		232,992			233,832
Convertible short term bridge notes payable, net of
discount of $22,427 and $111,574 respectively		1,731,397			1,642,249
Non convertible short term bridge notes payable		263,067			273,067
Due to stockholders		277,643			307,838
Accounts payable		566,821			295,771
Accrued expenses		418,887			501,727
Total current liabilities		3,520,668			3,302,475

Other liabilities:

Obligations under capital lease, net of current portion		2,160			5,735
Deferred rent		6,618			7,541
Total liabilities		3,529,446			3,315,751



Stockholders' deficit
Preferred stock - $.0001 par value, authorized - 25,000,000 shares;
Series A Preferred stock - $.0001 par value, 1,526,718 designated; issued and outstanding -		90			90
901,237 repectively
Series B Preferred stock - $.0001 par value, 550,055 designated; issued and outstanding -
278,328 and 220,022 respectively		28			22
Common stock - $.0001 par value, authorized - 250,000,000 shares;
issued and outstanding -104,229,720 and 79,203,336 shares respectively		10,424			7,921
Additional paid-in capital		31,773,006			26,470,579
Accumulated deficit		(34,940,052	)		(29,374,015	)
Total stockholders' deficit		(3,156,504	)		(2,895,404	)

Total liabilities and stockholders' deficit	$	372,942		$	420,348

See notes to consolidated unaudited financial statements

ECHOMETRIX, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	For the Three Months Ended March 31,

	2010			2009
Revenues	$	7,623		$	9,097

Cost of Sales
Commissions		196			244
Amortization of Software Costs		32,535			15,824
Cost of Sales		32,731			16,068

Gross Loss		(25,108	)		(6,971	)

Operating expenses:
Selling		24,759			12,110
Web site costs		30,988			22,179
General and administrative		852,678			846,554
Depreciation and amortization		17,902			25,719
Total operating expenses		926,327			906,562

Loss from operations		(951,435	)		(913,533	)

Other (income) expenses:
Interest		62,590			55,967
Interest - related party		-			1,008
Gain on extinguishment of liabilities		-			(15,128	)
Other (income) expenses		-			(762	)
Amortization of note discounts		114,465			97,672
Total other expenses		177,055			138,757

Net loss		(1,128,490	)		(1,052,290	)

Common stock dividends to be issued
for Series B Preferred Stock		(35,000	)		-
Deemed preferred stock dividend related to warrant modification		(2,023,804	)		-
Deemed preferred stock dividend related to issuance of warrants and common stock		(2,378,743	)		-

Net loss applicable to common stockholders	$	(5,566,037	)	$	(1,052,290	)

Per share data
Loss per share - basic and diluted	$	(0.07	)	$	(0.01	)

Weighted average number of
shares outstanding- basic and diluted		80,668,987			73,521,920

See notes to consolidated unaudited financial statements

ECHOMETRIX, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Three Months Ended March 31,
	2010			2009

Cash flows from operating activities:
Net loss	$	(1,128,490	)	$	(1,052,290	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Gain on extinguishment of debt		-			15,128
Warrants/options issued for consulting services		86,696			40,151
Warrants/options issued to employees		6,000			360,000
Common stock issued for services		48,600			108,500
Stock issued for debt service		6,838			12,744
Compensatory element of stock options		91,937			93,344
Depreciation		14,152			16,062
Amortization of software and website development costs		36,285			15,824
Amortization of intangible assets		-			9,657
Amortization of discount related to issuance of restricted stock		49,175			58,003
Amortization of beneficial conversion feature		13,286			15,708
Amortization of discount related to issuance of warrants		52,004			23,961
Increase (decrease) in cash flows as a result of
changes in asset and liability account balances:
Accounts receivable		(230	)		(2,331	)
Prepaid expenses and other assets		(735	)		14,293
Deferred rent		(923	)		(489	)
Accounts payable and accrued expenses		253,597			(92,144	)
Total adjustments		656,682			688,411

Net cash used in operating activities		(471,808	)		(363,879	)

Cash flows from investing activities:
Capitalized software costs		(34,252	)		(80,930	)
Net cash used in investing activities		(34,252	)		(80,930	)

See notes to consolidated unaudited financial statements

ECHOMETRIX, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Continued)

	For the Three Months Ended March 31,
	2010			2009

Cash flows from financing activities:
Proceeds from sale of Preferred B securities		530,000			-
Payments to stockholders		(30,195	)		(174,139	)
Proceeds from bridge notes payable		200,000			850,000
Payments of bridge notes payable		(210,000	)		(75,000	)
Payments of 10% investor notes payable		(840	)		-
Payments of note payable - equipment		(1,298	)		(364	)
Payments under capital lease		(13,793	)		(64,157	)
Net cash provided by financing activities		473,874			536,340

Net (decrease) increase in cash		(32,186	)		91,531

Cash at beginning of period		37,890			25,217

Cash at end of period	$	5,704		$	116,748

Supplemental Disclosure of cash flow information:

Supplemental Schedules of Noncash Investing
and Financing Activities:
Common stock issued in connection with settlement agreement	$	72,000		$	-
Debt discount related to restricted stock issued in
connection to bridge loans	$	25,317		$	106,436
Debt discount related to warrants granted in connection to bridge loans	$	-		$	60,911
Debt discount of beneficial conversion feature
in relation to bridge loans	$	-		$	43,012

Common stock dividends to be issued for Series B Preferred Stock	$	35,000		$	-
Deemed preferred stock dividend related to warrant modification		2,023,804			-
Deemed preferred stock dividend related to issuance of warrants and common stock	$	2,378,743		$	-

See notes to consolidated unaudited financial statements

ECHOMETRIX, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

March 31, 2010

NOTE 1 - DESCRIPTION OF BUSINESS AND GOING CONCERN

EchoMetrix, Inc. is a software company that develops technology that understands and interprets the digital web. The Company currently maintains two operating divisions; the FamilySafe Parental Controls division and the Data Analytics division. Through FamilySafe Inc, a wholly owned subsidiary, we offer software products heralded as the most comprehensive and effective solution in protecting children from dangers on the Internet and the world of mobile texting. Our award-winning products have been specially engineered to monitor, block and alert parents the moment a child encounters inappropriate material from any Internet or mobile related source. Our Data Analytics division has developed an advanced data analytics tool developed to meet the changing needs of marketing and media executives which enables the real-time aggregation, measurement, and analysis of vast amounts of anonymous User Generated Content from publicly-available Internet sources.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the financial statements, the Company incurred net losses of $1,128,490 and $1,052,290 for the three months ended March 31, 2010 and 2009, respectively. In addition, the Company had negative working capital of $3,501,089 and an accumulated deficit of $34,940,052 at March 31, 2010.

These circumstances raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management's efforts have been directed towards the development and implementation of a plan to generate sufficient revenues to cover all of its present and future costs and expenses. Management's plan completed in the fourth quarter of fiscal year 2009 includes a corporate restructuring, which repositions the Company as a business-to-business (B2B) company. By realigning the Company into two separate and distinct divisions, FamilySafe and Data Analytics, Echometrix will refocus on building distribution agreements with high-growth, global resellers with established consumer brands. In line with accelerating growth through this realignment, Echometrix has completed and is launching a multi-language version of its award-winning FamilySafe Internet product on a global basis. The Company is also launching its new FamilySafe Mobile offering, the first ever, carrier based, multi-language parental text monitoring product which can be used on any mobile phone. These products will only be available through major consumer-brand resellers and over the past two months, the Company has been in discussions with numerous consumer branded distributors in the United States, Europe and Latin America. The Company's new approach will provide parents with increased access to FamilySafe's comprehensive child protection solution across all device platforms, including computers and mobile phones. Millions of teens now use comptuters and mobile phones as their primary communication device and parents are increasingly concerned about new dangers such as sexting and cyber-bullying. Data Analytics: the Company is further developing the Data Analytics platform by integrating new analytical capabilities, innovative tools, and solutions to meet the ever-increasing market demand. All information and data sources used by Data Analytics will come from anonymous user-generated publicly accessible content on the Internet.

If the Company does not generate sufficient revenues from the sales of its products in an amount necessary to meet its cash needs, the Company will need additional financing to continue to operate. As the Company increases sales from its products and services, the Company expects to increase cash flows from operations. The Company has been successful in raising financing from equity and debt transactions. During the three months ended March 31, 2010, the Company raised approximately $730,000 from the issuance of debt and preferred stock.

EchoMetrix, Inc. is organized as a single reporting unit and believes that it operates as a single business. References in this report to “EchoMetrix”, the “Company”, “we”, “us” or “our” refers to EchoMetrix Inc. and its consolidated subsidiaries.

The accompanying unaudited consolidated financial statements have been prepared, in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company's Annual report on Form 10-K filed on March 31, 2010. The results of the three months ended March 31, 2010 are not necessarily indicative of the results to be expected for the full year ending December 31, 2010.

NOTE 2 - SUMMARY OF SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES

(a) Earnings Per Share :

The Company utilizes the guidance per FASB Codification “ASC 260 "Earnings Per Share". Basic earnings per share is calculated on the weighted effect of all common shares issued and outstanding, and is calculated by dividing net income available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share, which is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation, plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding, is not presented separately as it is anti-dilutive. Such securities, shown below, presented on a common share equivalent basis and outstanding as of March 31, 2010 and 2009 have been excluded from the per share computations:

	For the Three Months Ended March 31,
	2010		2009
2004 Stock Plan Options		470,000		930,000
Non ISO Stock Options		26,004,035		12,288,157
Convertible Preferred Stock		36,845,170		9,012,370
Convertible Notes Payable		18,221,533		6,680,000
Warrants		71,454,481		10,741,084

(b) Recent Accounting Pronouncements:

The Company evaluates the new accounting provisions for guidance applicable to EchoMetrix, Inc. During the period, the Company does not believe there are any new pronouncements that will materially impact the Company.

NOTE 3 – STOCK COMPENSATION

The Company’s 2004 Stock Plan (the “Plan”), which is shareholder approved, permits the grant of share options and shares to its employees for up to 1,500,000 shares of Common Stock as stock compensation. All stock options under the 2004 Stock Plan are granted at the fair market value of the Common Stock at the grant date. Employee stock options vest ratably over a three-year period and generally expire 5 years from the grant date.

Accounting for Employee Awards:

The Company adheres to the provisions of Share Based Compensation as defined in the FASB codification, topic ASC 718. The codification focuses primarily on accounting for transactions in which an entity obtains employee services through share-based payment transactions. This guidance requires an entity to measure the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. The cost is recognized over the period during which an employee is required to provide services in exchange for the award.

As a result of the adoption of the provision of Share Based Compensation, the Company's results for the three months ended March 31, 2010 and 2009 include share-based compensation expense for employees and board of directors totaled approximately $92,000 and $20,000, respectively, which have been included in the general and administrative expenses line item in the accompanying consolidated statement of operations. No income tax benefit has been recognized in the income statement for share-based compensation arrangements as the Company has provided a 100% valuation allowance on its’ net deferred tax asset. Stock option compensation expense is the estimated fair value of options granted amortized on a straight-line basis over the requisite service period for the entire portion of the award. The Company has not adjusted the expense by estimated forfeitures, as required for employee options, since the forfeiture rate based upon historical data was determined to be immaterial.

During the three months ended March 31, 2010 the Company granted 181,820 fully vested options to board of directors. The options are exercisable at $0.10 and have a five year term.

The fair value of options at the date of grant is estimated using the Black-Scholes option pricing model. During the three months ended March 31, 2010 and 2009 the assumptions made in calculating the fair values of options are as follows:

	For the Three Months Ended March 31,
	2010			2009
Expected term (in years)		5			5
Expected volatility		100.25%-100.42	%		99.06%-99.96	%
Expected dividend yield		0			0
Risk-free interest rate		3.61%-3.84	%		2.51%-2.71	%

Accounting for Non-employee Awards:

The Company records its stock-based compensation expense in accordance with ASC 718-10, formerly SFAS 123R, “Share Based Payment” to its non-employee consultants for stock granted.

Stock compensation expense related to non-employee options was approximately $87,000 and $2,400 for three months ended March 31, 2010 and 2009, respectively. These amounts are included in the Consolidated Statements of Operations within the general and administrative expenses line item.

During the three months ended March 31, 2010, the Company granted 1,223,214 fully vested options to non-employees. The options are exercisable at a range of $0.07 to $0.10 and have a five year term.

The following table represents our stock options granted, exercised, and forfeited during the three months ended March 31, 2010.

			Weighted		Weighted
			Average		Average
			Exercise		Remaining		Aggregate
	Number		Price		Contractual		Intrinsic
Stock Options	of Shares		per Share		Term		Value
Outstanding at January 1, 2010		25,069,001	$	0.18		3.3829	$	0
Granted		1,405,034	$	0.09		4.9207		0
Exercised		-		-
Forfeited/expired		-		-
Outstanding at March 31, 2010		26,474,035	$	0.17		3.2310	$	0

Exercisable at March 31, 2010		18,157,368	$	0.19		3.1602	$	0

As of March 31, 2010, there was $472,849 of unrecognized compensation cost, related to nonvested stock options, which is expected to be recognized over a weighted average period of approximately 2 years.

NOTE 4 - 10% CONVERTIBLE NOTES PAYABLE

During 2005 and 2006, the Company raised capital via a private placement to accredited investors of units (“Units”), each Unit consisting of (a) a 10% convertible note with the original principal amount of $10,000 and (b) warrants to purchase 10,000 shares of common stock, exercisable at $0.50 per share, for $10,000 per Unit. The Company raised a gross amount of $2,895,000 from the offerings. The convertible notes matured in two years from the date of issue, if not converted earlier, bearing a 10% interest rate. These Notes are convertible at any time at the option of the holder into the Company’s Common Stock at the conversion rate of $0.40 per share.

At inception, the Company had determined that the 10% convertible debentures contained a beneficial conversion feature. The estimated fair value of the warrants has been determined using the Black-Scholes option pricing model. The combined total fair value of the warrants and beneficial conversion feature had been accounted for as a debt discount that had been amortized and treated as interest expense over the term of the convertible debenture under the effective interest method. For the three months ended March 31, 2010 and 2009, the discount amortization amounted charged to interest expense totaled $0, respectively as the discount was fully amortized in 2008.

As of March 31, 2010 all of the 10% convertible notes outstanding were in default. The default provision requires an additional 2% interest per annum until the loans are repaid or converted. The 2% default penalty totaled approximately $1,200 and $3,300 for the three months ended March 31, 2010 and 2009, respectively and is included in interest expense on the consolidated statement of operations and in accrued expenses on the consolidated balance sheet as of March 31, 2010 and December 31, 2009, respectively.

As reflected on the balance sheets, the value of the 10% convertible notes at March 31, 2010 and December 31, 2009 amounted to $232,992 and $233,832, respectively and are classified as current due to the fact that they are in default for the non payment by the maturity date.

NOTE 5- BRIDGE NOTES PAYABLE

Convertible Bridge Notes Payable:

On November 7, 2007 the Company began a private placement to accredited investors of 10% short term promissory notes. These notes are payable the earlier of August 15, 2008 or when the Company raises $1,000,000 in its next qualified financing as defined. The notes bear interest at a rate of 10% per annum, payable at the end of the term. The principal amounts of the notes are convertible into the Company’s common stock by the holder, at any time prior to the repayment of the principal, at the rate of $0.15 per share. As of March 31, 2010 and December 31, 2009, the total of $279,832 of principal and accrued interest of $70,770 and $63,768, respectively is outstanding and currently in default for non payment of principal on maturity date.

During 2008, the Company issued 10% short term promissory notes to accredited investors. These notes have maturity dates ranging from a period of three months to twelve months, bear interest at a rate of 10% per annum, payable at the end of the term. The Company raised a total of $905,000 from these promissory notes for the year ended December 31, 2008 and issued 1,715,000 restricted shares of the Company’s common stock to the note holders. The principal amounts of the notes are convertible into the Company’s common stock by the holder, at any time prior to the repayment of the principal, at rates ranging from $0.14 to $0.20 per share. These shares were valued at the fair market value on the date of each note. As a result of the issuance of these convertible notes and related restricted shares and warrants, the Company recorded a total discount of $290,349 with a corresponding credit to common stock and additional paid in capital. The discount is accreted over the term of the note using the straight line method. For the year ended December 31, 2009, the Company amortized a total of $59,279 of the discount. During the year ended December 31, 2009 the Company repaid $164,202 of principal and converted a total of accrued interest and principal of $222,833 ($200,000 was principal) into 1,591,667 shares of common stock of the Company. For the year ended December 31, 2009 the Company recorded interest expense as a result of the modification of debt (due to a lower conversion price) of $66,850. As of March 31, 2010 and December 31, 2009, a total of $415,798 principal and accrued interest totaling $98,430 and $70,522, respectively of these short term promissory notes are currently in default and outstanding.

During 2009, the Company issued 10% short term promissory notes to accredited investors. These notes have maturity dates ranging from a period of nine months to eighteen months, bear interest at a rate of 10% per annum, payable at the end of the term. The Company raised a total of $1,300,000 from these promissory notes for the year ended December 31, 2009 and issued 2,530,000 restricted shares of the Company’s common stock to the note holders. The principal amounts of the notes are convertible into the Company’s common stock by the holder, at any time prior to the repayment of the principal, at rates ranging from $0.14 to $0.15 per share. These shares were valued at the fair market value on the date of each note. As a result of the issuance of these convertible notes and related restricted shares and warrants, the Company recorded a total discount of $673,672 with a corresponding credit to common stock and additional paid in capital. The discount is accreted over the term of the note using the straight line method. For the three months ended March 31, 2010 and the fiscal year ended December 31, 2009, the Company amortized a total of $89,148 and $562,052 of the discount. In July 2009, the Company issued 1,071,429 shares of restricted common stock for converting $150,000 of principal at $0.14. In 2009, the Company repaid $91,807 of the principal portion of these notes, which $16,807 was applied against the loans in default. As of March 31, 2010 and December 31, 2009, a total of $1,058,193 and $1,073,193 principal, respectively and accrued interest totaling $105,671 and $70,522, respectively of these short term promissory notes are currently outstanding. As of March 31, 2010 and December 31, 2009 a total of $558,193 and $83,193 of principal and $51,226 and $9,469 of accrued interest, respectively was in default.

During the three months ended March 31, 2010, the Company issued 10% senior secured short term promissory notes to accredited investors. These notes have maturity dates of six months and bear interest at a rate of 10% per annum, payable at the end of the term. The Company raised a total of $200,000 from these promissory notes for the three months ended March 31, 2010 and issued 400,000 restricted shares of the Company’s common stock to the note holders. The principal amounts of the notes are convertible into the Company’s common stock by the holder, at any time prior to the repayment of the principal, at the rate of $0.10 per share. These shares were valued at the fair market value on the date of each note. As a result of the issuance of these convertible notes and related restricted shares and warrants, the Company recorded a total discount of $25,317 with a corresponding credit to common stock and additional paid in capital. The discount is accreted over the term of the note using the straight line method. For the three months ended March 31, 2010, the Company amortized a total of $25,317 of the discount. In March of 2010, the Company repaid the senior notes of $200,000 plus accrued interest totaling $2,388.

Non Convertible Bridge Notes Payable:

On October 4, 2007, the Company issued a short term promissory note in the principal amount of $150,000. This note was payable on September 30, 2008 and bears an interest rate equal to the prime rate plus three percent, 6.25% per annum and is payable at the end of the term. As of March 31, 2010 and December 31, 2009 the total of $124,790 of principal and accrued interest of $ 28,370 and $27,481, respectively is outstanding and currently in default for non payment of principal on maturity date.

During 2009, the Company issued 10% short term promissory notes to accredited investors. These notes have maturity dates ranging from a period of three months to nine months, bear interest at a rate of 10% per annum, payable at the end of the term. The Company raised a total of $300,000 from these promissory notes and issued 300,000 restricted shares of the Company’s common stock to the note holders for the year ended December 31, 2009. These shares were valued at the fair market value on the date of each note. As a result of the issuance of these notes and related restricted shares, the Company recorded a total discount of $28,836 with a corresponding credit to common stock and additional paid in capital. The discount is accreted over the term of the note using the straight line method. For the year ended December 31, 2009, the Company amortized a total of $28,836 of the discount, and repaid $201,639 of principal. As of March 31, 2010 and December 31, 2009, a total of $88,361 of principal and $18,191 of accrued interest of these short term non convertible promissory notes are currently in default and outstanding.

As of March 31, 2010, the Company’s convertible and non-convertible bridge loan payable principal balance amounted to $2,026,891, of which $1,526,891 was in default at March 31, 2010.

NOTE 6 - DUE TO STOCKHOLDERS

At March 31, 2010 and December 31, 2009, the Company was indebted to its former CEO, William Bozsnyak, in the amounts of $43,718, respectively, for working capital advances made to the Company. In accordance with Mr. Bozsnyak’s separation agreement dated February 2009, in the fiscal year ended December 31, 2009, the Company repaid $120,000 of the loan previously made for working capital advances. For the three months ended March 31, 2009, interest expense was $1,008, which was calculated at 5.5%. At March 31, 2010 and December 31, 2009, $164,100 in accrued interest was due to Mr. Bozsnyak.

At March 31, 2010 and as of December 31, 2009, $69,825 and $100,019, respectively, was owed for unpaid salaries and accrued vacation to Mr. Bozsnyak.

NOTE 7 - EQUITY TRANSACTIONS

Common Stock:

Payment of Interest

For the three months ended March 31, 2010, the Company issued 80,828 shares (valued at $6,838) of the Company’s restricted common stock as payment for interest due on the Company’s 10% convertible notes.

Senior Secured Bridge Notes Issued

During the three months ended March 31, 2010, the Company issued 400,000 shares (valued at $25,317) of the Company’s restricted common stock in connection with the issuance of promissory notes amounting to $200,000.

Services Rendered

The Company issued 540,000 shares (valued at $48,600) for the three months ended March 31, 2010 of the Company’s restricted common stock as payment for compensation.

Legal Settlements

In February of 2010, the Company made a $5,000 cash payment and issued 800,000 shares of the Company’s common stock valued at $72,000 to a former consulting company under the terms of a settlement agreement.

Issuance of Common Stock as a Result of Sale of Securities

The Company issued 435,556 shares of common stock as a dividend on Preferred Stock B which was accrued at December 31, 2009. In connection with Amendment No. 2 to the Series B Convertible Preferred Stock effective March 4, 2010 the Company issued the pro rata portion of common stock amounting to 22,770,000 shares.

Warrants :

Warrants Issued

As of December 31, 2009, the Company has outstanding warrants to purchase 71,454,481 shares of its common stock at prices ranging between $0.03 and $0.35. These warrants have been issued as part of loan agreements with the Company, for assistance in raising money for the Company, for professional services rendered, and for other contractual purposes.

On June 1, 2009, the Company filed a Post Effective Amendment No. 4 to its Registration Statement on Form S-1 (“Post Effective Amendment” to extend the terms to exercise the Class A Warrant from June 30, 2009 to June 30, 2010 and to extend the term of the Class B Warrant from December 31, 2009 to June 30, 2010. The extended date became effective upon the date on which the Securities and Exchange Commission declared the Post-Effective Amendment, which was June 9, 2009.

For the three months ended March 31, 2010, in connection with Amendment No. 2 to the Series B Convertible Preferred Stock agreement, the Company cancelled warrants issued in the fiscal year 2009 of 22,002.200 with an exercise price of $0.15. Pursuant to Amendment No. 2 which was effective March 4, 2010, the Company issued 25,300,000 cashless warrants with an exercise price of $0.03 and term of five years, and 25,300,000 non cashless warrants with an exercise price of $0.06 and a five year term.

As a result of the above modification, the Company recorded $2,023,804 of a deemed dividend which is included in the accompanying consolidated statement of operations.

There were no warrants exercised in the three months ended March 31, 2010.

NOTE 8 - PREFERRED B

On July 29, 2009, the Company and Rock Island Capital, LLC (“Rock Island”) entered into a Series B Convertible Preferred Stock Purchase Agreement, as amended on September 9, 2009 (the “Agreement”). Pursuant to the Agreement, the Company has sold to assignees of Rock Island an initial tranche of $2,000,000 of its Series B Convertible Preferred Stock (220,022 shares), in the aggregate, at a purchase price per share of $9.09, and has issued to such assignees Warrants to purchase 22,002,200 shares of the Company’s Common Stock, in the aggregate, at an exercise price of $0.15 per share. Each share of Series B Convertible Preferred Stock is convertible into 100 shares of the Company’s Common Stock at the sole discretion of the holder. Pursuant to the Agreement, Rock Island may designate one member for service on the Company’s board of directors. Under the terms of the Agreement, Rock Island and its assignees may, at their discretion, purchase additional shares of Series B Convertible Preferred Stock and Warrants in two additional tranches of $2,000,000 and $1,000,000 payable on or before December 2, 2009, and January 8, 2010, respectively.

As of December 31, 2009 the Company recorded the beneficial conversion feature and the warrant associated with such investment as a deemed preferred dividend of $2,000,000 with a corresponding credit to additional paid in capital. In connection with the Stock Purchase Agreement and Certificate of Designation, the Preferred B stockholders were entitled to a quarterly dividend paid in common stock. The Company has recorded dividends payable totaling $43,556 at December 31, 2009 and included this amount in the accompanying consolidated statement of stockholders’ deficit and statement of operations. Dividends totaling 435,556 were issued in the three months ended March 31, 2010. For the three months ended March 31, 2010, the Company has recorded dividends payable totaling $35,000 which is included in the accompanying unaudited consolidated statement of operations.

On March 4, 2010, Echo Metrix, Inc. (the “Company”) entered into Amendment No. 2 (“Amendment No. 2”) to the Series B Convertible Preferred Stock Purchase Agreement, dated July 29, 2009, as amended by Amendment No. 1 to the Series B Convertible Preferred Stock Purchase Agreement, with Rock Island Capital, LLC (the “Purchaser”), dated September 4, 2009 (as amended, the “Purchase Agreement”).

Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchaser, in tranches (with the last tranche to occur within approximately 60 days from execution of Amendment No. 2), an aggregate of 550,055 shares of Series B Preferred Stock (of which 220,022 shares were sold prior to execution of Amendment No.2) for an aggregate purchase price of $5,000,000 (of which $2,000,000 was sold prior to execution of Amendment No. 2). In addition, the Company agreed to issue to the Purchaser five-year warrants to purchase 50,000,000 shares at an exercise price of $0.03, exercisable on a cashless basis, and 50,000,000 shares at an exercise price of $0.06, not exercisable on a cashless basis, in tranches pro rata with the sale of the Series B Preferred Stock. The exercise price of the warrants not exercisable on a cashless basis shall be reduced to $0.03 if the closing price of the Company’s common stock has a volume weighted average price of less than $0.06 for a thirty day period during the term of such warrants. The Company also agreed to issue to the Purchaser 45,000,000 shares of common stock (the “Additional Shares”), in tranches pro rata with the sale of the Series B Preferred Stock. The Purchaser may terminate the Purchase Agreement upon 10 days’ written notice, in which event the Purchaser shall not be obligated to make any additional purchases under the Purchase Agreement, except for a final purchase for $300,000.

In connection with the Purchase Agreement, the Company filed an Amended and Restated Certificate of Designation of Series B Preferred Stock (the “Certificate of Designation”) filed with the State of Delaware on March 5, 2010.

In the three months ended March 31, 2010, the Company received $530,000 from the sale of Series B Convertible Preferred , and issued an additional 58,306 shares, recording the corresponding credits to Preferred B and additional paid in capital. In connection with the capital received, the Company issued common stock and warrants for the pro-rata portion of the investment, recording a deemed dividend of $2,378,743.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Freifeld

On or about November 2008, the plaintiffs, Freifelds brought an action against the Company seeking summary judgment in lieu of complaint on two debt conversions. The plaintiffs converted their notes and received the Company’s stock certificates in November 2008. Subsequently, the plaintiffs brought suit, requesting repayment of their converted notes. The Company has retained legal counsel and has filed pre-answer motion for summary judgment for the Company. The Plaintiffs have moved for summary judgment in lieu of a complaint and we cross-moved for summary judgment. The Court has indicated that it is going to set the matter down for an evidentiary hearing. On September 3, 2009 the courts dismissed the Plaintiffs motion for summary judgment in favor of the Company. On July 9, 2009, the Plaintiffs filed discovery for the deposition schedule for October 27, 2009. The Company has been vigorously defending this action and is still in the discovery phase.

Attorney General Inquiry

On or about September 24, 2009, the Company received a subpoena duces tecum from the Attorney General’s Office of the State of New York that seeks documents and information related to the PULSE. The Company continues to engage in discussions with the Attorney General’s office with a view towards an amicable resolution to the Attorney General’s investigation. As of the date of this filing management believes that a settlement is probable. As of the date of this filing, no value or estimate has been assessed to a settlement.

Federal Trade Commission Civil Investigative Demand

On or about December 16, 2009, the Company received a Civil Investigative Inquiry from the Federal Trade Commission (“FTC”) related to PULSE. The Company has been cooperating with the FTC’s investigation, and while prepared to vigorously defend itself, the Company is prepared to explore a settlement with the FTC in order to amicably resolve the investigation. No value or estimate has been assessed to a settlement.

Almut Von Biedermann

On May 10, 2010, the Company was served with an action from Ms. Von Biederman for breach of contract seeking damages in excess of $75,000. The Company intends to vigorously defend the action, and has accrued $20,000 of prior consulting fees due to Ms. Von Biedermann.

NOTE 10 - - SUBSEQUENT EVENTS

In April of 2010, the Company received $470,000 pursuant to Amendment No. 2 and will issue the pro-rata portion of Preferred B shares, Common stock and Warrants in the second fiscal quarter of 2010.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following is a discussion of our results of operations and current financial position. This discussion should be read in conjunction with our unaudited consolidated financial statements and related notes included elsewhere in this report, as well as our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2009.

As used in this quarterly report on Form 10-Q, references to the “Company,” “we,” “us,” “our” or similar terms include EchoMetrix, Inc. and its consolidated subsidiaries.

Forward Looking Statements

Except for the historical information contained herein, the matters discussed below or elsewhere in this quarterly report may contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. Forward-looking statements reflect the Company's views and assumptions based on information currently available to management. Such views and assumptions are based on, among other things, the Company's operating and financial performance over recent years and its expectations about its business for the current and future fiscal years. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Such statements are subject to certain risks, uncertainties and assumptions, including, but not limited to, (a) the Company's ability to secure necessary capital in order to continue to operate (b) the Company's ability to complete and sell its products and services, (c) the Company's ability to achieve levels of sales sufficient to cover operating expenses, (d) prevailing economic conditions which may significantly deteriorate, thereby reducing the demand for the Company's products and services, (e) regulatory or legal changes affecting the Company's business and (f) the effectiveness of the Company's relationships in the parental control and monitoring software and services, and imaging products business.

General

EchoMetrix, Inc is a software company that develops technology that understands and interprets the digital web. The Company currently maintains two operating divisions; the FamilySafe Parental Controls division and the Data Analytics division. Through FamilySafe Inc, a wholly owned subsidiary, we offer software products heralded as the most comprehensive and effective solution in protecting children from dangers on the Internet and the world of mobile texting. Our award-winning products have been specially engineered to monitor, block and alert parents the moment a child encounters inappropriate material from any Internet or mobile related source. Our Data Analytics division has developed an advanced data analytics tool developed to meet the changing needs of marketing and media executives which enables the real-time aggregation, measurement, and analysis of vast amounts of anonymous User Generated Content from publicly-available Internet sources.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. These circumstances raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management's efforts have been directed towards the development and implementation of a plan to generate sufficient revenues to cover all of its present and future costs and expenses. The plan includes, among other things, implementing numerous online sales campaigns of parental control software, and concentrating on the new EchoMetrix division.

Management's efforts have been directed towards the development and implementation of a plan to generate sufficient revenues to cover all of its present and future costs and expenses. Management's plan was completed in the fourth quarter of fiscal year 2009 includes a corporate restructuring, which repositions the Company as a business-to-business (B2B) company. By realigning the Company into two separate and distinct divisions, FamilySafe and Data Analytics, the Company will refocus its business on building distribution agreements with high-growth, global resellers with established consumer brands. In line with accelerating growth through this realignment, the Company has completed and is launching a multi-language version of its award-winning FamilySafe Internet product on a global basis. The Company is also launching its new FamilySafe Mobile offering, the first ever, carrier based, multi-language parental text monitoring product which can be used on any mobile phone. These products will only be available through major consumer-branded resellers and over the past two months, Echometrix has been in discussions with numerous consumer branded distributors in the United States, Europe and Latin America. The Company's new approach will provide parents with increased access to FamilySafe's comprehensive child protection solution across all device platforms, including computers and mobile phones. Millions of teens now use computers and mobile phones as their primary communication device and parents are increasingly concerned about new dangers such as sexting and cyber-bullying. Data Analytics: the Company is further developing the Data Analytics platform by integrating new analytical capabilities, innovative tools, and solutions to meet the ever-increasing market demand. All information and data sources used by Data Analytics will come from anonymous user-generated publicly accessible content on the Internet.

Results of Operations

Comparison of the Results for the Three Months Ended March 31, 2010 and March 31, 2009

Revenue for the three months ended March 31, 2010 and 2009 was $7,623 and $9,097, respectively, a slight decrease of $1,474.Gross loss decreased to $25,108 from $6,971 due to the increased amortization of software costs in the three months ended March 31, 2010 compared to the same period in the prior year.

Operating costs totaled $926,327 for the three months ended March 31, 2010 compared to $906,562 for the prior three month period ending March 31, 2009. The slight increase overall in operating expenses is a direct result of the Company’s focus on the parental control product for the mobile market.

Gain on extinguishment of debt for the three months ended March 31, 2009 consisted of a gain of $15,128 for a pay off of a capital lease.

Liquidity and Capital Resources

The Company's liquidity and capital needs relate primarily to working capital and other general corporate requirements. To date, the Company has funded its operations with stockholder loans, by issuing notes and by the sale of common and preferred stock. Since inception, the Company has not generated any significant cash flows from operations. At March 31, 2010, the Company had cash and cash equivalents of $5,704 and a working capital deficiency of $3,501,089. If the Company does not generate sufficient revenues from the sales of its products in an amount necessary to meet its cash needs, the Company would need additional financing to continue to operate. As the Company increases sales from its products and services, the Company expects to increase cash flows from operations.

Net cash used in operating activities for the three months ended March 31, 2010 and 2009 was $471,808 and $363,879, respectively. The current period net cash used in operating activities relates to the net loss of $1,128,490 offset by adjustments totaling $656,682, which primarily relates to $240,072 of non cash stock compensation expense and depreciation and amortization of $164,902. The prior comparative period’s net cash used in operating was due to a net loss of $1,052,290 offset by non cash stock compensation of $614,739 and $139,215 of depreciation and amortization.

Net cash used in investing activities for the three months ended March 31, 2010 and 2009 was $34,252 and $80,930 and are attributable to the additions of software costs. The Company has spent the three months ended March 31, 2010 in developing the parental control product for the mobile market.

Net cash provided by financing activities was $473,874 and $536,340 for the three months ended March 31, 2010 and 2009, respectively. The decrease was a result of the net proceeds from bridge note holders in the prior comparable three months totaling $775,000 compared to proceeds totaling $530,000 from the sale of the Company’s Preferred B Stock.

While the Company has raised capital from equity and debt transactions as mentioned above, we are dependent on improved operating results and raising additional funds over the next twelve month period. There are no assurances that we will be able to secure additional funding. In the event that we are unable to generate sufficient cash flow or receive proceeds from offerings of debt or equity securities, the Company may be forced to curtail or cease its activities.

Research and Development

Research and development costs are generally expensed as incurred. In accordance with the provisions of FASB Codification Topic ACS 985-20, "Costs of Software to be Sold, Leased, or Marketed,” software development costs are subject to capitalization beginning when a product's technological feasibility has been established and ending when a product is available for release to customers. For the three months ended March 31, 2010, and 2009 the Company capitalized $34,252 and $80,930 of software and website development costs, respectively. The software and website costs are amortized on a straight line basis over the estimated useful life of three years. Amortization expense for the three month period ended March 31, 2010 and 2009 was $36,285 and $15,824 respectively.

In accordance with FASB Codification Topic ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, we review long-lived assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. In such circumstances, we will estimate the future cash flows expected to result from the use of the asset and its eventual disposition. Future cash flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those inflows. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, we will recognize an impairment loss to adjust to the fair value of the asset. There have been no impairments for the three month period ended March 31, 2010.

The Company continually strives to enhance and improve the functionality of its software products. As such all new programming must be tested, even if it is only a small component of a larger existing element of the software, before being released to the public. Testing is an ongoing process and generally occurs in three areas. First, upgrades and enhancements are done on a continual basis to prolong the lifecycle of the products and as new enhancements and upgrades are completed, each item must be tested for performance and function. Testing is also performed to assure that new components do not adversely affect existing software. Finally, as with all software, testing must assure compatibility with all third party software, new operating systems and new hardware platforms.

Other Accounting Policies:

Refer to the Annual Report on Form 10-K for the year ended December 31, 2009 filed with SEC for a listing of all such accounting principles.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable

Item 4T. Controls and Procedures.

(a)

Evaluation of Disclosure Controls and Procedures. The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. The Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of March 31, 2010 and have concluded that, as of such date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported with the time periods specified in the Commission's rules and forms.

(b)

Changes in Internal Controls. There were no significant changes in our internal controls over financial reporting that occurred during the three month period ended March 31, 2010 that have materially affected, or are reasonably like to materially affect, our internal controls over financial reporting.

The Company's management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that the Company's disclosure controls or the Company's internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and may not be detected. We will conduct periodic evaluations of our internal controls to enhance, where necessary, our procedures and controls.

PART II

Item 1. Legal Proceedings.

Freifeld

Attorney General Inquiry

By subpoena duces tecum dated September 24, 2009, the Attorney General’s Office of the State of New York advised the Company that it had opened an inquiry to determine whether an action or proceeding should be instituted against the Company or any other entity pursuant to Executive Law §63(12). The Company continues to engage in discussions with the Attorney General’s office with a view towards an amicable resolution to the Attorney General’s investigation. As of the date of this filing management believes that a settlement is probable.

Federal Trade Commission Civil Investigative Demand

By Civil Investigative Demand dated December 16, 2009, the Federal Trade Commission “(“FTC”) advised the Company that it had opened an investigation to determine if there is, has been or may be any violations of laws administered by the FTC. The Company has been cooperating with the FTC’s investigation, and while prepared to vigorously defend itself, the Company is prepared to explore a settlement with the FTC in order to amicably resolve the investigation.

Almut Von Biedermann

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On January 14, 2010, the Company, through a private sale, issued 300,000 shares of its restricted common stock in connection with a promissory note issued for $150,000.

On February 19, 2010, the Company, through a private sale, issued 100,000 shares of its restricted common stock in connection with a promissory note issued for $50,000.

Pursuant to Amendment No. 2 to the Series B Convertible Preferred Stock Purchase Agreement with Rock Island Capital LLC, the Company issued 23,220,000 shares of Common Stock, 282,828 shares of Series B Preferred Stock, and warrants to purchase 50,600,000 shares of Common Stock (including warrants with an exercise price of $0.03 and 25,300,000 warrants with an exercise price of $0.06) for proceeds received through April 9, 2010.

The above securities were issued pursuant to the exemption from registration under Section 4(2) of the Securities Act for transactions not involving a public offering.

Item 3. Defaults upon Senior Securities.

The Company is currently in default on the 10% convertible notes totaling $232,992 of principal as of March 31, 2010. In addition, the Company is in default on the principal of short term bridge notes payable totaling $1,494,464 as of March 31, 2010.

Item 4. Reserved.

Item 6. Exhibits.

Exhibits

31.1 Certification of Principal Executive Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

31.2 Certification of Principal Financial Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act.

SIGNATURES

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

EchoMetrix, Inc.
(Registrant)


By:	/s/ Erica Zalbert
	Erica Zalbert, Principal Financial Officer

Date: May 24, 2010

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