SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): ~~January~~February 255, 2002

ECOMETRY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Florida	0-25297	65-0090038
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1615 South Congress Avenue,Delray Beach, Florida		33445-6368
(Address of Principal Executive Offices)		(Zip Code)

1615 South Congress Avenue, Delray Beach, Florida 33445-6368

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (561) 265-2700

Not Applicable

(Former Name or Former Address; if Changed Since Last Report)

ITEM 5. OTHER EVENTS.

OnIn ~~January 25,~~connection ~~2002,~~with ~~Ecometry Corporation, a Florida corporation (~~the ~~“Company”),~~ ~~Citrus~~pending ~~Merger~~class ~~Corp.,~~action alitigation ~~Florida corporation (“Acquisition Sub”),~~previously ~~Syngistix,~~described ~~Inc.,~~in aEcometry ~~Delaware~~Corporation’s ~~corporation~~ (the “~~Parent~~Company”), ~~and~~Form 10-Q for ~~limited~~the ~~purposes~~quarter ~~only,~~ended ~~Core Technology Fund IV~~September 30, ~~LLC,~~2001 ~~entered~~(IN ~~into~~RE anSMITH-GARDNER ~~Agreement~~SECURITIES ~~and~~LITIGATION, ~~Plan~~Case ~~of Merger~~No. ~~(the “Syngistix Merger Agreement”~~2000-CIV-8547), ~~pursuant~~on toFebruary 5, ~~which~~2002, ~~Acquisition~~Magistrate ~~Sub~~Judge ~~will~~Barry ~~be merged with and into the Company~~Garber, ~~with~~of the ~~Company as the surviving corporation~~U.S. ~~(the~~District ~~“Merger”).~~Court ~~Pursuant~~for to the ~~terms~~Southern ~~and~~District ~~subject~~of toFlorida, ~~the~~issued ~~conditions~~a ofReport ~~the~~and ~~Syngistix~~Recommendation ~~Merger~~recommending ~~Agreement,~~that ~~each~~Plaintiffs’ ~~share~~Amended ofComplaint ~~common~~be ~~stock~~dismissed, without $prejudice.01 ~~par~~The ~~value~~Amended ~~per share~~Complaint, ofwhich ~~the~~seeks ~~Company~~relief ~~(“Common~~under ~~Stock”~~Sections 10(b) ~~outstanding~~and at20(a) ~~the effective time~~ of the ~~Merger~~ ~~(other~~Securities ~~than~~Exchange ~~shares~~Act ~~held~~of by1934 ~~the~~and ~~Company~~Rule 10b-5 thereunder, ~~its Subsidiary~~alleges, ~~Parent~~among ~~or Acquisition~~other ~~Sub)~~things, ~~will~~that ~~be converted into~~ the ~~right~~Company tomade ~~receive $2.90 in cash. The~~material ~~transaction~~misrepresentations isand ~~subject~~omissions related to athe ~~number~~appropriate ofaccounting ~~conditions,~~for ~~including approval of the~~an ~~Merger~~alleged byDecember ~~holders~~1999 oftransaction awith ~~majority of~~ the ~~outstanding~~ Company’s ~~Common~~customer ~~Stock~~ToyTime.Com, and ~~the~~ ~~consummation~~alleges ofthat the ~~financing~~Company ~~arrangements~~overstated ~~with~~its ~~Core~~accounts ~~Technology~~receivable ~~Fund IV, LLC~~ and ~~The~~ ~~Roser Partnership III, SBIC LP for $10 million (the commitment for which has~~prematurely ~~been~~recognized ~~obtained),~~revenue ~~and~~relating ~~other~~to ~~customary~~this ~~conditions~~alleged transaction.

InThe ~~order~~Report toand ~~induce~~Recommendation ~~Parent~~finds tothat ~~make~~plaintiffs an(i) failed ~~offer~~ to ~~acquire the Company, SG~~ ~~Merger~~specify ~~Corp.,~~how aand ~~Florida~~why ~~corporation (“SG”),~~ the ~~Company,~~alleged ~~Wilburn~~omissions ~~W. Smith~~ and ~~Allan~~ J.statements ~~Gardner~~were ~~entered~~misleading, ~~into~~(ii) failed ~~an Amendment and Waiver~~ to ~~Agreement~~allege ~~and~~any ~~Plan~~specific ~~of Merger~~allegation ~~dated~~that ~~as of January 25, 2002 (~~the ~~“Amendment”)~~ToyTime.Com ~~The~~receivable ~~Amendment amends the~~was ~~Agreement~~uncollectible, and ~~Plan~~(iii) failed ofto ~~Merger~~allege ~~dated~~any asparticularized offacts ~~October 25,~~that ~~2001 (~~the ~~“SG Merger~~ ~~Agreement”)~~Company byknew ~~and~~that ~~among~~ the ~~Company,~~statements ~~SG,~~were ~~and~~false ~~with~~at ~~respect~~the totime ~~Section 5.2(c) only,~~they ~~Wilburn~~were ~~Smith and Allan J~~made. ~~Gardner.~~ The Report ~~Amendment~~and ~~provides,~~Recommendation ~~among~~also ~~other items,~~finds that some of the Company’s ~~entering~~statements ~~into~~were forward-looking ~~the~~statements ~~Syngistix~~which ~~Merger~~are ~~Agreement~~protected ~~shall~~by ~~not constitute~~the aPrivate ~~breach~~Securities Litigation ofReform ~~the~~Act’s SGsafe ~~Merger~~harbor ~~Agreement~~provision, and ~~shall~~that ~~not~~there ~~give~~can SGbe ~~the right~~no tocontrolling ~~terminate~~person ~~the~~liability SGwithout ~~Merger~~an ~~Agreement~~underlying orsecurities tofraud ~~collect the termination fee provided~~allegation. ~~for~~Plaintiffs inhave the SGopportunity ~~Merger~~to ~~Agreement~~file ~~until~~a ~~consummation~~written ofobjection to the ~~Syngistix~~Report ~~merger.~~and ~~However,~~Recommendation. ~~the~~The Company ~~shall~~will ~~pay~~have toan SGopportunity ~~its~~to ~~reasonably~~respond ~~documented~~to ~~fees~~any ~~and expenses~~written ~~incurred~~objection ~~through~~filed ~~January 25,~~by ~~2002 in connection with the SG Merger Agreement~~plaintiffs. ~~Any~~ ~~such~~The ~~fees~~District ~~and~~Court ~~expenses~~will ~~shall~~then bedetermine ~~deducted~~whether ~~from any termination fee payable~~ to SGaccept ~~upon~~the ~~consummation~~recommendation ofto dismiss the ~~Syngistix~~Amended ~~merger~~Complaint.

The Amendment further provides that the SG Merger Agreement will terminate immediately prior to the consummation by the Company of a merger with Syngistix and any portion of the termination fee not previously paid to SG as described above shall become due and payable immediately thereafter. If, however, the Syngistix Merger Agreement is terminated for any reason other than the closing of the transactions contemplated by the Syngistix Merger Agreement, the SG Merger Agreement would remain in effect and SG would not be entitled to the remaining portion of the termination fee if the merger with SG was consummated. In addition, the Amendment amends the SG Merger Agreement by extending the date by which the merger with SG must be consummated from February 28, 2002 to July 31, 2002.

Pursuant to the Amendment, Messrs. Smith and Gardner have agreed that at any meeting of stockholders of the Company, or any solicitation of written consents, during the period from January 25, 2002 through May 31, 2002, they will vote in favor of, or consent to, the approval of the Syngistix Merger Agreement and the approval of the Merger, and in favor of each of the other actions contemplated by the Syngistix Merger Agreement. In addition, Messrs. Smith and Gardner have agreed to deliver an irrevocable proxy to Parent to vote such shares in favor of the approval of the Merger and the Syngistix Merger Agreement.

The preceding is qualified in its entirety by reference to the Syngistix Merger Agreement, and the Amendment, copies of which are attached hereto as Exhibits 2.1 and 2.2, respectively, and which are incorporated herein by reference. In addition, a copy of the press release announcing the Merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

Not applicable

(b) PRO FORMA FINANCIAL INFORMATION.

Not applicable

2.1		Agreement and Plan of Merger, dated as of January 25, 2002, among Ecometry Corporation, Citrus Merger Corp., Syngistix, Inc. and for purposes of Section 7.6(b)(i) only: Core Technology Fund IV, LLC.
2.2		Amendment and Waiver to Agreement and Plan of Merger, dated as of January 25, 2002, by and among SG Merger, Ecometry Corporation, Wilburn W. Smith and Allan J. Gardner.
99.1		Press Release of Ecometry Corporation issued on January 28, 2002.

SIGNATURE

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 hereunto duly authorized.

Date: February 1, 2002		ECOMETRY CORPORATION
Date: February 13, 2002		ECOMETRY CORPORATION
		By: /s/ MARTIN K. WEINBAUM
		By: /s/ Martin K. Weinbaum
		Martin K. Weinbaum Vice President Finance and Chief Financial Officer

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