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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------
                                   FORM 10-QSB
                                   -----------


[X]      Quarterly Report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934
         For the quarterly period ended December 31, 2000

[ ]      Transition Report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934
         For the transition period from             to
                                        -----------    ------------

                         COMMISSION FILE NUMBER 0-16152


                                  METRISA, INC.
                                  -------------
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)


          DELAWARE                                         04-2891557
          --------                                         ----------
(STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NUMBER)

                 25 WIGGINS AVENUE, BEDFORD, MASSACHUSETTS 01730
                 -----------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (781) 275-9660
                                 --------------
                 (ISSUERS TELEPHONE NUMBER, INCLUDING AREA CODE)


Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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    [ ]

As of February 12, 2001, 1,458,101 shares of Common Stock were outstanding.

Transitional Small Business Disclosure Format:

Yes   [ ]   No   [X]

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<PAGE>

                                   FORM 10-QSB

                                QUARTERLY REPORT

                                TABLE OF CONTENTS


Facing Page.................................................................. 1
Table of Contents............................................................ 2

PART I.  FINANCIAL INFORMATION (*)
        Item 1.  Financial Statements
                 Balance Sheets.............................................. 3
                 Statements of Operations.................................... 4
                 Statements of Cash Flows.................................... 5
                 Notes to Financial Statements............................... 6

        Item 2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations......................... 9

PART II.  OTHER INFORMATION

Item 1.          Legal Proceedings........................................... 12
Item 2.          Changes in Securities....................................... 12
Item 3.          Defaults upon Senior Securities............................. 12
Item 4.          Submission of Matters to a Vote of Security Holders......... 12
Item 5.          Other Information........................................... 12
Item 6.          Exhibits and Reports on Form 8-K............................ 12

SIGNATURES................................................................... 13

(*)  The financial information at September 30, 2000 has been taken from the
     audited financial statements at that date. All other financial statements
     are unaudited.

                                       2
<PAGE>

                                  METRISA, INC.
                                 BALANCE SHEETS

                                                    December 31,   September 30,
        ASSETS                                          2000            2000
                                                    ------------   ------------
                                                    (Unaudited)
Current assets:
  Cash and cash equivalents                         $    839,882   $  1,040,742
  Accounts receivable, less allowance for
    doubtful accounts of $110,334 and
    $130,332 at December 31,2000 and
    September 30, 2000,respectively                    2,004,238      2,404,590
  Inventories:
     Raw materials                                     1,052,540        814,044
     Work in process                                     583,676        668,326
     Finished goods                                      300,247        213,869
                                                    ------------   ------------
                                                       1,936,463      1,696,239

  Prepaid expenses                                        83,455         57,888
                                                    ------------   ------------
        Total current assets                           4,864,038      5,199,459

Equipment and fixtures, net                              377,830        390,792
Other assets, net of accumulated amortization
     of $992,709 and $922,926 at December 31,
     2000 and September 30, 2000,respectively          1,797,049      1,866,832
                                                    ------------   ------------
        Total assets                                $  7,038,917   $  7,457,083
                                                    ============   ============
        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Notes payable to bank                                  649,938        649,938
  Accounts payable                                     1,542,104      1,358,952
  Accrued expenses and other                             540,563        651,158
  Current portion of long-term debt                    1,820,007        302,851
                                                    ------------   ------------
        Total current liabilities                      4,552,612      2,962,899
                                                    ------------   ------------

Long-term debt, less current portion                     403,228      2,136,337

Commitments

Stockholders' equity:
  Preferred stock $1.00 par value, 10,000,000
     shares authorized, 0 shares issued and
     outstanding at December 31, 2000 and
     September 30, 2000                                        -              -
  Common stock, $.50 par value, 4,000,000
     shares authorized, 1,458,101 and
     1,448,453 shares issued at December 31,
     2000 and September 30, 2000,  respectively          729,050        724,226
  Additional paid-in capital                           2,780,416      2,767,872
  Accumulated deficit                                 (1,418,578)    (1,096,017)
  Cummulative translation adjustment                      (7,811)       (38,234)
                                                    ------------   ------------
        Total stockholders' equity                     2,083,077      2,357,847
                                                    ------------   ------------
        Total liabilities and stockholders' equity  $  7,038,917   $  7,457,083
                                                    ============   ============

    The accompanying notes are an integral part of the financial statements.

                                        3
<PAGE>

                                  METRISA, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                         Three Months Ended
                                                            December 31,
                                                        2000           1999
                                                    ------------   ------------
Sales:
  Product sales                                     $  2,007,094   $  1,482,694
  Service Sales                                          346,915        250,460
                                                    ------------   ------------
Net sales                                              2,354,009      1,733,154

Cost of sales                                          1,332,495        876,011
                                                    ------------   ------------
Gross profit                                           1,021,514        857,143

Operating expenses:
  Selling, general and administrative                    984,908        781,187
  Research and development                               259,995        142,508
                                                    ------------   ------------
                                                       1,244,903        923,695
                                                    ------------   ------------

Loss from operations                                    (223,389)       (66,552)

Other income (expense):
  Other expense                                           (6,320)             -
  Interest income                                          9,035          4,443
  Interest expense                                      (101,887)      (112,976)
                                                    ------------   -------------
                                                         (99,172)      (108,533)
                                                    ------------   -------------

Loss before income taxes                                (322,561)      (175,085)

Income Taxes                                                   -              -
                                                    ------------   -------------

Net loss                                            $   (322,561)  $   (175,085)
                                                    ============   =============

Net loss per common share - basic and diluted       $      (0.22)  $      (0.17)

Shares outstanding - basic and diluted                 1,454,850       1,020,474


    The accompanying notes are an integral part of the financial statements.

                                        4
<PAGE>

                                  METRISA, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                        Three Months Ended
                                                           December 31,
                                                         2000          1999
                                                    ------------   ------------

Operating activities:
  Net loss                                          $  (322,561)   $   (175,085)
  Adjustments to reconcile net loss to net cash
      used in operating activities:
  Depreciation and amortization                           92,342         89,129
  Warrant amortization                                    12,574         12,000
  Non-cash research and development expenditure           32,895              -
  Reduction in reserve for Bad Debt                       19,998              -
  Changes in operating assets and liabilities, net
        of effects of purchase of subsidiaries:
     Accounts receivable                                 376,040       (140,176)
     Notes receivable                                          -            269
     Inventories                                        (223,404)        (1,475)
     Other current assets                                (25,567)       (22,775)
     Accounts payable and accrued expenses                72,557         77,717
                                                    ------------   ------------
Net cash provided by (used in) operating activities       34,874       (160,396)

Investing activities:
  Additions to equipment and fixtures                    (22,171)        (4,698)
  Increase (decrease) in other assets                          -           (723)
                                                    ------------   ------------

Net cash used in investing activities                    (22,171)        (5,421)

Financing activities:
  Principal payments on long-term debt                  (209,448)       (11,452)
  Principal payments on capital lease obligation          (6,505)        (4,170)
                                                    ------------   ------------

Net cash used in financing activities                   (215,953)       (15,622)
                                                    ------------   ------------

Effect of foreign exchange rate on cash                    2,390              -

Net decrease in cash and cash equivalents               (200,860)      (181,439)

Cash and cash equivalents at beginning of period       1,040,742      1,298,984
                                                    ------------   ------------
Cash and cash equivalents at end of period          $    839,882   $  1,117,545
                                                    ============   ============

Supplemental diclosures:
Cash paid for Interest Expense                            89,313        100,976

Issuance of common stock and forgiveness of
receivable for research and development expenditure       32,895              -


    The accompanying notes are an integral part of the financial statements.

                                        5
<PAGE>
                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles. However, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three- month
period ended December 31, 2000 are not necessarily indicative of the results
that may be expected for the year ended September 30, 2001. The interim
financial statements should be read in conjunction with the audited financial
statements and footnotes thereto for the year ended September 30, 2000 included
in the Company's Annual Report on Form 10-KSB. Operating results for the three
month period ended December 31, 1999 do not include any revenues, costs or
expense associated with Monitek Technologies, Inc. or it's subsidiary, Monitek
GmbH, substantially all of the assets of which were acquired by the Company
effective July 1, 2000.

Metrisa, Inc. (the "Company") is a product development, manufacturing and
contract test services company which specializes in manufacturing instruments
and providing contract test services for measuring the properties of a wide
variety of materials, liquids and gases. The Company operates its business
through the Tytronics, Nametre, Monitek and Holometrix Micromet Divisions. The
Company's Tytronics, Nametre and Monitek divisions constitute its process
analytical business segment. The Company's Holometrix Micromet division
constitutes its materials characterization business segment. The Company's
Tytronics Division designs, manufactures and markets on-line liquid and gas
chemical analyzers for specific applications and worldwide process and
environmental markets. The Company's Nametre Division designs, manufactures and
markets in-line and laboratory viscosity analyzers for the process and
environmental markets. The Company's Monitek Division designs, manufactures and
markets in-line turbidity, suspended solids, color and concentration monitors,
as well as oil-on-water monitors, for the process and environmental markets. The
Company's Holometrix Micromet Instruments Division designs, manufactures and
markets instruments that measure thermophysical (thermal) properties and perform
cure monitoring in a broad range of materials. The Company's Holometrix Micromet
Testing Services Division provides contract test and engineering services to
evaluate a number of temperature-related performance factors of virtually any
material. The Holometrix Micromet Testing Services Division also performs
mechanical and physical properties testing.

Effective July 1, 2000, the Company acquired substantially all of the assets of
Monitek Technologies, Inc., a Delaware corporation ("Monitek") and Monitek GmbH,
a German company and wholly-owned subsidiary of Monitek consisting of Monitek's
optical and acoustic instrumentation business. Monitek is a manufacturer and
marketer of in-line turbidity, suspended solids, color, concentration and
oil-on-water monitors for the chemical, petrochemical, refining, beverage and
water markets, with operations in Livermore, CA and Dusseldorf, Germany. The
operation in Livermore, CA, was largely closed and relocated to Bedford, MA, in
January 2001. Monitek's operations have become part of Metrisa's process
analytical business segment.

                                       6
<PAGE>

2. NET LOSS PER SHARE

Outstanding options and warrants are included in the computation of diluted
earnings per share using the treasury stock method when their effect is
dilutive. For the period presented, the exercise price of the options and
warrants was greater than the average market price of the Company's common
stock. Net Loss per share amounts for all periods have been presented. The
following is a reconciliation of the denominator (number of shares) used in the
computation of loss per share. The numerator (net loss) is the same for the
basic and diluted computations.

                                         Three Months Ended December 31,
                                         -------------------------------
                                            2000                 1999
                                            ----                 ----
Basic shares                             1,454,850            1,020,474
Effect of dilutive securities                   --                   --
                                         ---------            ---------
Dilutive shares                          1,454,850            1,020,474

The following table summarizes securities that were outstanding as of December
31, 2000 and 1999, but not included in the calculation of diluted loss per share
because such shares are antidilutive:

                                       Three Month Period Ended December 31,
                                       -------------------------------------
                                           2000                      1999
                                           ----                      ----
Options                                  147,431                   159,724
Warrants                                 378,836                   539,340

3. SEGMENT REPORTING

The Company operates its business in two identifiable reporting industry
segments: the development and manufacture of process analytical instruments and
the development and manufacture of materials characterization instruments as
well as contract testing services for materials characterization.

A summary of the Company's operations by segment follows:

                                       Three Month Period Ended December 31,
                                       -------------------------------------
Sales:                                     2000                      1999
                                           ----                      ----
Process analytical                     $1,653,426                 $ 996,508
Materials characterization                700,583                   736,646
                                        ---------                 ---------
                                       $2,354,009                $1,733,154
Income (loss) from operations:

Process analytical                      $(122,732)                  $13,021
Materials characterization               (100,657)                  (79,573)
                                        ---------                 ---------
                                        $(223,389)                 $(66,552)

4. RESTRUCTURING CHARGES

As of September 30, 2000, a balance of $10,350 remained of the original $149,288
restructuring charge established in September 1999 to cover the severance and
nonrecurring charges associated with the closure of the Nametre Division's
Metuchen, New Jersey, facility, and subsequent relocation to Bedford, MA. This
balance of $10,350 was used for appropriate severance and insurance benefits
associated with this closure during the three months ended December 31, 2000.

                                       7
<PAGE>

5. LIQUIDITY

The ability of the Company to satisfy its obligations under existing
indebtedness will be primarily dependent upon its future financial and operating
performance and upon the Company's ability to obtain covenant amendments or
waivers or refinance borrowings or to raise additional equity capital. The
Company intends to obtain covenant amendments or waivers to cure the default.
Therefore, items previously classified as long-term have been classified as
current liabilities in the quarter ended December 31, 2000.

6. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates.

7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

The Company and Bantam Group, Inc. are parties to a month-to-month consulting
agreement unless terminated by either party on thirty days notice. The payments
and expenses on this agreement were $26,000 and $6,000 for quarter ended
December 31, 2000. The balance due to Bantam Group as of December 31, 2000 is
$56,075. Mr. Caruso, a director of the Company, is president of The Bantam
Group, Inc.

8. NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standard Board issued SFAS No. 133,
"Accounting of Derivative Instruments and Hedging Activities." SFAS No. 133
provides a comprehensive and consistent standard for the recognition and
measurement of derivatives and hedging activities. The new standard requires
that an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
SFAS No. 133 is effective for fiscal years beginning after June 15, 2000. The
Company adopted the new standard for the fiscal year ending September 30, 2001.
The adoption of SFAS No. 133 did not have a material impact on the Company's
financial position, results of operations or cash flows.

In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB 101"),
"Revenue Recognition in Financial Statements." SAB 101 summarizes certain of the
SEC's views in applying generally accepted accounting principles to revenue
recognition in financial statements. In March 2000, the SEC issued SAB 101A, to
defer for one quarter the effective date of implementation of SAB No. 101 with
earlier application encouraged. In June 2000, the SEC issued SAB 101B which
defers the effective date of implementation of SAB 101 to the Company's fourth
fiscal quarter of fiscal 2001. The Company is currently evaluating the impact
that SAB 101 will have on its financial reporting requirements.

In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, or FIN No. 44, "Accounting for Certain Transactions
Involving Stock Compensation." This Interpretation clarifies the application of
APB Opinion No. 25, "Accounting for Stock Issued to Employees" and is generally
effective July 1, 2000, with certain conclusions in this Interpretation covering
specific events that occur after either December 15, 1998, or January 12, 2000.
To the extent that this Interpretation covers events occurring during the period
after December 15, 1998, or January 12, 2000, but before the effective date of
July 1, 2000, the effects of applying this Interpretation are recognized on a
prospective basis from July 1, 2000. The adoption of FIN No. 44 did not have a
material impact on the Company's financial position, results of operations or
cash flows.

                                       8
<PAGE>

ITEM 2.
--------------------------------------------------------------------------------
                                  METRISA, INC.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

THREE-MONTH PERIOD ENDED DECEMBER 31, 2000, AS COMPARED WITH THE THREE-MONTH
PERIOD ENDED DECEMBER 31, 1999

         NET SALES in the first quarter of fiscal 2001 totaled $2,354,009, as
compared to $1,733,154 in the comparable quarter of fiscal 2000, an increase of
$620,855, or 36%. Included in the sales of first quarter, fiscal 2001, were
$751,897 of Monitek's sales. Sales for the quarter without Monitek were
$1,602,112, a decrease of 8% from the comparable quarter of fiscal 2000.

         COST OF SALES increased to $1,332,495 (57% of sales) in the first
quarter of fiscal 2001, from $876,011 (51% of sales) in the same period of
fiscal 2000. Included in the cost of sales of first quarter, fiscal 2001, were
$388,882 of Monitek's costs. Cost of Sales for the quarter without Monitek were
$943,613 (59% of sales without Monitek) an increase of nearly 8% over the
comparable quarter of fiscal 2000.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES increased by $203,721, or
26%, from $781,187 (45% of sales) to $984,908 (42% of sales). The increase was
primarily the result of the inclusion of Monitek's selling, general and
administrative expenses, offset by cost reductions associated with the closure
and relocation of the Nametre Division's Metuchen, NJ operations. The Company's
Livermore, CA operation is being closed in January 2001, and relocated to
Bedford, MA.  In conjunction with that closure, the company incurred $12,000 in
expense in first quarter, fiscal 2001, and expects an additional $19,000 in the
second quarter of fiscal 2001.

         RESEARCH AND DEVELOPMENT increased $117,487 to $259,995 (11% of sales)
from $142,508 (8% of sales). This increase is primarily the result of expenses
associated with new products being developed in the Process Analytical business
segment and a more modest increase in product development efforts in the
Materials Characterization business segment. A non-cash expenditure of $32,895
paid for by issuance of common stock and forgiveness of certain receivables
accounted for 28% of the increase.

         LOSS FROM OPERATIONS as a result of the above was $223,389 in the first
quarter of fiscal 2001, compared with a loss of $66,552 in the comparable period
of fiscal 2000. The NET LOSS was $322,561 in the first quarter of fiscal 2001,
compared to a net loss of $175,085 in the same period of fiscal 2000. Net
interest expense, at $92,852 in the first quarter of fiscal 2001, was slightly
lower than the net interest expense of $108,533, in the same period of fiscal
2000.

LIQUIDITY AND CAPITAL RESOURCES

         TOTAL ASSETS decreased by $418,166 (5.6%), to $7,038,917 in the first
quarter of fiscal 2001, as compared to $7,457,083 at the end of fiscal 2000.
Cash decreased by $200,860, primarily due to a $200,000 debt repayment to a
subordinated debt holder. Accounts receivable decreased by $400,352 as a result
of lower sales, compared to sales for the fourth quarter for fiscal year 2000,
and increased collection activities. Inventory increased by $240,224 as a result
of preparation for the move of Monitek's Livermore, CA operation to Bedford, MA,
and delayed shipments in the Materials Characterization business segment.
Prepaid expenses increased by $25,567 to $83,455. Equipment and fixtures
decreased by $12,962, to $377,830, due to depreciation and limited capital
expenditures. Other assets decreased by $69,783, from $1,866,832 to $1,797,049,
due to amortization.

                                       9
<PAGE>

         TOTAL CURRENT LIABILITIES increased by $1,589,713 from $2,962,899 at
the end of fiscal 2000 to $4,552,612 at the end of first quarter of fiscal 2001.
Notes payable to bank remained constant at $649,938. Accounts payable increased
by $183,152 from $1,358,952 to $1,542,104, largely due to the inventory
expenditures noted above. Accrued expenses decreased to $540,563. The current
portion of long-term debt increased by $1,517,156 to $1,820,007 from $302,851.
The increase is primarily due to the inclusion of $1,700,000 of the subordinated
debt due to Finova Mezzanine Capital, Inc.("Finova"), caused by the Company's
failure to meet the "Cash Flow Coverage Ratio" and the "Total Funded Long Term
Debt" covenants described in the Loan Agreement, offset by a $200,000 payment to
Finova.

         LONG-TERM DEBT decreased by $1,733,109 from $2,136,337 at September 30,
2000 to $403,228 at December 31, 2000 due to the reclassification of Finova's
subordinated debt to the current portion of long-term debt as referenced above.

         OPERATING CASH FLOWS were positive in the first quarter of fiscal 2001,
amounting to $34,874 as compared to an operating cash outflow of $160,396 in the
comparable quarter of fiscal 2000. Operating cash increased due to improved
collections and increased accounts payable, partially offset by a net loss and
increased inventories.

         Investment activity remained limited; the Company acquired equipment
valued at $22,171, in the first quarter of fiscal 2001. Financing activity
consisted of principal payments on long-term debt and capital leases of
$215,953, which were substantial, compared to payments of $15,622 in the
comparable quarter of fiscal 2000. In addition a non-cash transaction involving
the expense of R&D technology valued at $32,895 was paid for by forgiveness of
Accounts Receivable of $15,527 and issuance of 9,648 shares of common stock
valued at $17,368.

         The net affect of these transactions was a decrease in cash of
$200,860, resulting in a cash balance at the end of the first quarter of fiscal
2001 of $839,882.

         As of December 31, 2000 the Company had an outstanding order backlog
for product and services of approximately $1,688,000, as compared to a backlog
of $732,000 at December 31, 1999, and a backlog of approximately $1,519,000 at
the end of fiscal 2000. Included in the backlog as of December 31, 2000, and the
backlog at the end of fiscal 2000 are $355,000 and $405,000, respectively, of
Monitek's products; no Monitek products were included in the backlog of $732,000
as of December 31, 1999. The Company believes that substantially all of the
$1,688,000 backlog will be realized in fiscal 2001.

NOTES PAYABLE LINE OF CREDIT, SUBORDINATED DEBT LOANS

         As of September 30, 1998, the Company was a party to a Silicon Valley
Bank combined line of credit and term loan of $1,750,000 secured by
substantially all of the assets of the Company. As of September 23, 1999, this
line was decreased to $1,250,000 through repayment and retirement of the
$500,000 term loan. Advances under this line cannot exceed 75% of the Company's
eligible accounts receivable plus 20% of inventory, as defined. All outstanding
amounts are payable on demand and advances are contingent upon maintaining
certain covenants relative to cash and borrowing availability under the line of
credit. As of December 31, 2000, total advances under this line of credit were
$649,938, the same amount as that outstanding on September 30, 2000. As of
December 31, 2000, the Company was in compliance with all covenants on this line
of credit, except for the cross default provisions, as noted below.

                                       10
<PAGE>

         As of September 29, 1998, the Company was party to a $2,000,000
subordinated debt financing agreement with Finova Mezzanine Capital, Inc.
secured by substantially all of the assets of the Company, but subordinated to
the Silicon Valley Bank financing. This loan is due in full September 30, 2003,
with interest-only payments for the first two years, and partial payments
beginning October 1, 2000. The principle outstanding was $1,700,000 at December
31, 2000. This financing requires maintenance of covenants in which the ratio of
long term debt (excluding current portion) to EBITDA cannot exceed certain
levels, and in which the ratio of EBITDA to net interest must exceed certain
levels. As of December 31, 2000, the Company was not in compliance with all
covenants associated with this subordinated debt financing.

         As of July 1, 2000, the Company incurred additional subordinated debt
of $425,655 in conjunction with the Monitek acquisition, payable to the parent
of the seller, Sentex Sensing Technology, Inc. This loan is secured by
substantially all of the assets of the Company, but is subordinated to both
Silicon Valley Bank's and Finova's financings. This loan is due in full on June
30, 2005, with interest-only payments for the first year, and with monthly
partial payments beginning July 1, 2001.

OTHER COMPANY INITIATIVES

         The Company expects to continue to invest in enhanced sales and
marketing efforts, new product development, and the development of strategic
relationships, including licensing, acquisitions, mergers, or OEM agreements.
Management believes that operating capital, the line of credit from Silicon
Valley Bank, and the $1,700,000 subordinated debt financing from Finova, plus
the subsequent financing agreement among current investors, MTDC and Finova,
will provide sufficient capital to maintain stable Company operations throughout
fiscal 2001, assuming that appropriate covenant revisions or waivers can be
obtained from Finova and Silicon Valley Bank. The Company believes that its
strategic initiatives, the recently completed Monitek acquisition, the previous
Nametre restructuring and other cost savings will provide stable Company
operations for the foreseeable future. However, there can be no assurance that
additional or adequate profitability and operating funds will be generated as a
result of such cost reductions or that strategic relationships will materialize,
or that covenant revisions and additional funding can be obtained on acceptable
terms.

DISCLOSURES ABOUT MARKET RISK

         FOREIGN CURRENCY EXCHANGE RISK. The value of the U.S. dollar affects
the Company's financial results. During the first quarter of fiscal 2001 the
Company's sales revenue included $331,029 derived from sales of Metrisa GmbH,
which are denominated in German marks. Changes in exchange rates may positively
or negatively affect the Company's consolidated revenues, gross margins, and
operating expenses, as expressed in U.S. dollars. The impact of foreign exchange
on intercompany debt is shown in the Equity section of the balance sheet. The
quarter ended December 31, 2000 resulted in a cumulative favorable exchange
impact on intercompany debt of $7,811.

                                       11
<PAGE>

PART II - OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS
           -----------------

           The Company was not involved in any material legal proceedings as of
the date of this report.

Item 2.    CHANGES IN SECURITIES
           ---------------------

           Not applicable.

Item 3.    DEFAULTS UPON SENIOR SECURITIES
           -------------------------------

           The Company is in default on the terms of its Loan Agreement with
Finova Mezzanine Capital, Inc. dated September 30, 1998 and the related Secured
Promissory Note of the same date, with a principal balance outstanding of
$1,700,000. The Company failed to meet the "Cash Flow Coverage Ratio" and the
"Total Funded Long Term Debt" covenants described in the Loan Agreement. The
Silicon Valley Bank Agreement was in default as a result of cross default
provisions.

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
           ---------------------------------------------------

           No matters were submitted to a vote of security holders, whether
           through the solicitation of proxies or otherwise, during the quarter
           ended December 31, 2000.

Item 5.    OTHER INFORMATION
           -----------------

           Not applicable.

Item 6.    EXHIBITS AND REPORTS ON FORM 8-K
           --------------------------------

           (a) Exhibits
               --------

           Financial Data Schedule.

           (b) Reports on Form 8-K
               -------------------

           Not applicable.

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<PAGE>

SIGNATURE

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


                                            Metrisa, Inc.

                                            By: /s/ John E. Wolfe
                                                ----------------------------
                                                  John E. Wolfe
                                                  President

Date:  February 14, 2001

                                       13