MCLAUGHLIN & STERN, LLP
260 MADISON AVENUE
NEW YORK, NEW YORK 10016
(212) 448-1100
FAX (212) 448-0066
STEVEN W. SCHUSTER MILLBROOK OFFICE
Partner Franklin Avenue
Direct Phone: (212) 448-6216 P.O. Box 1369
Direct Fax: (800) 203-1556 Millbrook, New York 12545
E-Mail: sschuster@mclaughlinstern.com (845) 677-5700
Fax (845) 677-0097
February 13, 2006
Barbara C. Jacobs
Assistant Director
Division of Corporation Finance
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Re: Datametrics Corporation (the "Company")
Preliminary Information statement on Schedule 14C filed
January 17, 2006
(the "Information Statement")
File No. 1-08690
Dear Ms. Jacobs,
We are counsel to the Company. In connection with the above referenced
Information Statement and pursuant to your letter dated January 24, 2006 (a copy
of which is enclosed herewith), enclosed please find one (1) clean copy of
Amendment Number 1 as well as one (1) marked copy showing where changes have
been made in response to your letter. Our responses to the comments set forth in
your letter have been addressed as set forth below. Please note that references
to page numbers are the page numbers in the marked version of the Information
Statement.
1. The Company's independent certified accountants, Davis, Monk &
Company, are currently completing their audit of the Company's
financial statements for the fiscal year ended October 31, 2004. Due
to tax season, however, their audit is taking longer than expected.
The Company has completed drafts of its quarterly financial
statements for the 2005 fiscal year and these statements await
review by the accountants. Davis, Monk has advised that they are
working diligently to review the Company's filings. The Company
anticipates that the annual report on Form 10-KSB for the year ended
October 31, 2004 will be filed promptly after completion of the
audit and the Form 10-QSB for the 2005 fiscal year will be filed as
promptly as possible thereafter. After completion of their review of
the quarterly statements, the accountants will complete their audit
for the fiscal year ending October 31, 2005.
Preliminary Information Statement on Schedule 14C
2. The Company has not distributed an information statement regarding
the matters discussed in this preliminary information statement to
stockholders.
Actions Taken Pursuant to the Written Consent
3. We have revised the information statement on page 8 to include a
table illustrating the effect of the reverse stock split on
authorized capital.
4. We have expanded the discussion on page 10 to explain the basis for
our belief that the reverse stock split may have the secondary
effect of increasing the market price of the Company's common stock.
We also disclosed the recent average price and volume of the common
stock.
5. We have amended our discussion regarding listing the common stock on
the NASDAQ Small Cap Market. We feel this is relevant so investors
are aware that it is unlikely that the Company's common stock will
qualify for listing on this market as a result of the Reverse Stock
Split.
Summary of the Reverse Split
6. We revised page 15 to explain how the Company is complying with
Section 155 of the General Corporate Law of Delaware. We also
revised page 15 to disclose the minimum number of holders of record
after the reverse stock split. On page 9 we have confirmed that the
reverse stock split is not a first step in a going-private
transaction.
7. We have amended this Information Statement on page 14 to include a
discussion of the possible anti-takeover effects of the
restructuring of the Company.
Please feel free to contact me if you have any questions or need anything
further.
Very truly yours,
/s/ Steven Schuster
Steven W. Schuster