<PAGE>   1


                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


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

     For the quarterly period ended February 28, 1999

                                       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  0-13328


                         SENTEX SENSING TECHNOLOGY, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)


New Jersey                                                22-2333899          
--------------------------------            ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1801 East Ninth Street, Cleveland, Ohio                     44114
----------------------------------------                ------------
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code  (216)687-9133
                                                   ---------------

(Former name, former address and former fiscal year, if changed since last
report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities and 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 [ ]


<PAGE>   2


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities and Exchange Act of 1934
after the distribution of securities under a plan confirmed by a court.

                          Yes   [X]      No [ ]


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 78,919,762.




















                                       2


<PAGE>   3


                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                     NOVEMBER 30, 1998 AND FEBRUARY 28, 1999



<TABLE>
<CAPTION>
                                                   NOVEMBER 30,      FEBRUARY 28,
                                                       1998              1999
                                                     (AUDITED)        (UNAUDITED)
                                                    ----------        ----------
<S>                                                 <C>               <C>       
      ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                         $  111,133        $   67,167
  Accounts receivable                                  699,409           710,885
  Inventories                                        1,118,990         1,164,829
  Other Current Assets                                  62,279            99,553
                                                    ----------        ----------

  TOTAL CURRENT ASSETS                               1,991,811         2,042,434

EQUIPMENT AND IMPROVEMENTS - [NET
   OF ACCUMULATED DEPRECIATION AND
   AMORTIZATION]                                       175,500           170,306

OTHER ASSETS
  Goodwill and other tangibles                         376,784           372,948
  Consulting contracts and other assets                404,184           402,385
                                                    ----------        ----------

  TOTAL ASSETS                                      $2,948,279        $2,988,073
                                                    ==========        ==========
</TABLE>




See Notes to Consolidated Financial Statements.





                                       3
<PAGE>   4


                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                     NOVEMBER 30, 1998 AND FEBRUARY 28, 1999


<TABLE>
<CAPTION>
                                                     NOVEMBER 30,      FEBRUARY 28,
                                                         1998              1999
                                                       (AUDITED)        (UNAUDITED)
                                                      -----------       -----------
<S>                                                   <C>               <C>        
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Bank loans                                          $ 1,880,400       $ 2,000,000
  Accounts payable                                        604,297           762,816
  Accrued expenses and other current liabilities          779,524           716,043
  Due to related party                                    551,000           591,000
                                                      -----------       -----------
     TOTAL CURRENT LIABILITIES                          3,815,221         4,069,859
                                                      -----------       -----------

LONG-TERM DEBT
   Convertible subordinated notes payable                  10,810            11,584
   Other Accrued Expenses                                 288,899           267,349
                                                      -----------       -----------

     TOTAL LONG-TERM DEBT                                 299,709           278,933
                                                      -----------       -----------

STOCKHOLDERS' EQUITY:
   Common stock, no par value, authorized
     200,000,000 shares, issued 87,865,762
     and 87,865,762 shares, outstanding
     78,919,762 and 78,919,762 shares,
     respectively                                       2,880,079         2,880,079
   Accumulated deficit                                 (3,759,211)       (3,951,165)
   Treasury shares at cost, 8,946,000 shares             (313,218)         (313,218)
   Cumulative translation adjustment                       25,699            23,585
                                                      -----------       -----------
     TOTAL STOCKHOLDERS' EQUITY                        (1,166,651)       (1,360,719)
                                                      -----------       -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 2,948,279       $ 2,988,073
                                                      ===========       ===========
</TABLE>



See Notes to Consolidated Financial Statements.





                                       4
<PAGE>   5


                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED FEBRUARY 28, 1999 AND
                          FEBRUARY 28, 1998 [UNAUDITED]


<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED
                                              FEBRUARY 28,       FEBRUARY 28,
                                                  1999               1998  
                                              ------------       ------------
<S>                                           <C>                <C>         
Net sales                                     $  1,231,601       $  1,350,272

Cost of sales                                      609,259            707,954
                                              ------------       ------------

     Gross profit                                  622,342            642,318


Selling, General and Admin.                        724,146          1,024,313
Research and Development                            39,176             72,504
                                              ------------       ------------

      Operating loss                              (140,980)          (454,499)
                                              ------------       ------------

Other income (expense)
       Interest income                                   0             15,092
       Other income                                 12,583              2,317
       Interest expense                            (51,081)           (52,428)
       Foreign currency transaction loss           (12,476)            (7,785)
                                              ------------       ------------

         Loss before income tax expense           (191,954)          (497,303)

Provision for income taxes                               0                  0
                                              ------------       ------------

       Net loss                               $   (191,954)      $   (497,303)
                                              ============       ============


Net loss per share                            $       0.00       $      (0.01)
                                              ============       ============

Weighted Average Number of
  Shares Outstanding                            78,919,762         78,919,762
                                              ============       ============
</TABLE>


See Notes to Consolidated Financial Statements.





                                       5
<PAGE>   6

                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE THREE MONTHS ENDED FEBRUARY 28, 1999 AND
                          FEBRUARY 28, 1998 [UNAUDITED]


<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED
                                                              FEBRUARY 28,      FEBRUARY 28,
                                                                  1999             1998
                                                              -----------       -----------
<S>                                                           <C>               <C>         
OPERATING ACTIVITIES:
  Net loss                                                    $  (191,954)      $  (497,303)
  Adjustments to reconcile net [loss] income to net cash
    Provided by [used in] operating activities:
    Depreciation and amortization                                  15,609            15,041
  Change in assets and liabilities:
    [Increase] decrease in:
      Accounts receivable                                         (11,476)          349,754
      Inventories                                                 (45,839)          (41,340)
      Other current assets                                        (37,274)          (73,391)
      Other assets                                                    (61)            1,684
    Increase [decrease] in:
      Accounts payable                                            158,519           313,580
      Accrued expenses and other current liabilities              (85,031)         (200,332)
      Currency translation adjustment                              (1,340)            3,772
                                                              -----------       -----------
    TOTAL ADJUSTMENTS                                              (6,893)          368,768
                                                              -----------       -----------
    NET CASH USED BY OPERATING ACTIVITIES                        (198,847)         (128,535)
                                                              -----------       -----------

INVESTING ACTIVITIES:
  Acquisition of equipment and improvements                        (4,719)           (4,023)
                                                              -----------       -----------
NET CASH USED BY INVESTING ACTIVITIES                              (4,719)           (4,023)
                                                              -----------       -----------

FINANCING ACTIVITIES:
  Net proceeds on note payable - bank                             119,600            80,400
  Net proceeds on note payable - related party                     40,000                 0
                                                              -----------       -----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                         159,600            80,400
                                                              -----------       -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS              (43,966)          (52,158)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIODS                  111,133         1,331,981
                                                              -----------       -----------
CASH AND CASH EQUIVALENTS - END OF PERIODS                    $    67,167       $ 1,279,823
                                                              ===========       ===========
</TABLE>


See Notes to Consolidated Financial Statements.





                                       6
<PAGE>   7

                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]


[1] In the opinion of management, the unaudited financial statements contain all
adjustments [consisting of only normal recurring accruals and repayments]
necessary to present fairly the financial position at February 28, 1999 and the
results of operations and cash flows for the three months ended February 28,
1999 and February 28, 1998.

These interim statements should be read in conjunction with the audited
financial statements and notes thereto included in the Company's Annual Report
on Form 10-KSB for the fiscal year ended November 30, 1998 (Commission File No.
2-13328).

[2] The results of operations for the three months ended February 28, 1999 and
February 28, 1998 are not necessarily indicative of the results to be expected
for the full year.

[3] INVENTORY

Inventories consist of:

<TABLE>
<CAPTION>
                                                  FEBRUARY 28,
                                                      1999
                                                  -----------
                <S>                                <C>       
                Raw Materials                      $  401,762
                Work-in-Process                       173,594
                Finished Goods                        589,473
                                                  -----------
                   Total                          $1,164,829
                                                  ==========
</TABLE>


[4] EARNINGS PER SHARE

Earnings [loss] per share are based on the weighted average number of common
shares outstanding for the periods presented, after adjustment for the shares
issued in the stock acquisition.

[5] PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Sentex Sensing
Technology, Inc. and its wholly-owned subsidiaries [the "Company"]. All material
inter-company accounts and transactions have been eliminated in consolidation.

[6] STOCKHOLDERS' EQUITY

On May 15, 1998, Clarion Capital Corporation ("Clarion") converted two
convertible notes in the aggregate principal amount of $609,558 into an
aggregate number of 16,569,404 Common Shares of the Company. Immediately
thereafter, CPS Capital Ltd. ("CPS") purchased all 16,569,404 Common Shares from
Clarion for $230,000. Such shares have not been issued by the transfer agent.





                                       7
<PAGE>   8

                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [CONT'D]


In addition, on May 15, 1998, CPS and the Company entered into the Second
Amended and Restated Management Services Agreement, pursuant to which CPS agreed
to accept 5,025,745 Common Shares in lieu of accrued management fees equaling
$196,900. Such shares have not been issued by the transfer agent. All the shares
acquired by CPS were acquired for investment purposes.
























                                       8


<PAGE>   9


                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


The Company formed two wholly owned subsidiaries, Sentex Systems, Inc.,
("Systems") and Sentex Acquisitions Corp. on May 31, 1991, to separate the
present operations of the Company into a subsidiary to continue the business of
designing, developing and marketing gas chromatographic devices, and a
subsidiary to develop and acquire new investment opportunities. On September 4,
1998, all of the outstanding capital stock of Systems was sold (see explanation
below under Financial Condition) and the Company is no longer in the gas
chromatography business.

Effective November 30, 1996, Monitek Technologies, Inc., a Delaware corporation
("Monitek") became a wholly owned subsidiary of the Company, pursuant to a
merger (the "Merger") of Sentex Merger Corp., a Delaware corporation and wholly
owned subsidiary of the Company, with and into Monitek. Monitek is now being
operated as a wholly owned subsidiary of the Company. Monitek also operates a
portion of its business through a wholly owned German subsidiary of Monitek
named Monitek GmbH, which over the last three years has accounted for over 60%
of Monitek's total revenues.

Hereinafter the "Company" shall refer to Sentex Sensing Technology, Inc. and its
wholly owned subsidiary, Monitek.

Monitek designs, develops, assembles and markets instruments for the measurement
of clarity (turbidity), suspended solids content, color, purity, flow, level and
volume of liquids in industrial and waste water environments. Monitek's current
line of products, which are based on optical, acoustic, magnetic and ultrasonic
technologies, have been specially adapted for various applications in the
chemical and petrochemical, food and beverage, water treatment, pulp and paper,
and bio-technology and pharmaceutical industries, where their abilities to
withstand high temperature, extremes in pressure and corrosive environments are
important factors. Monitek's products are currently sold world-wide.

In March 1998, the Company purchased Cypress Instruments, Inc. ("Cypress") for
the purpose of acquiring a new product line that has subsequently been folded
into the Monitek product line. The acquisition was not material to the overall
business of the Company.

FINANCIAL CONDITION

Working capital decreased to a negative $2,033,000 at February 28, 1999, as
compared to a negative $1,823,000 as of November 30, 1998. The decrease in
working capital is primarily due to the losses sustained by the Company during
the first quarter of Fiscal 1998. Cash and cash equivalents equaled
approximately $67,000 as of February 28, 1999, compared with $111,000 as of
November 30, 1998. As set forth in the independent auditors' report and notes to
consolidated financial statements that accompanied the Company's Form 10-KSB for
the fiscal year ended November 30, 1998, the Company's recurring losses from
operations





                                       9
<PAGE>   10

                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS (CONT'D)



and the resulting effect on cash flow have reduced the Company's liquidity to
its current level, which raises substantial doubt about the Company's ability to
continue as a going concern.

To address the Company's immediate working capital needs, the Company has
established a bank line of credit of $2,000,000, which was fully drawn on as of
February 28, 1999. This line of credit is secured by the personal guarantee of
Robert S. Kendall, the Chairman of the Company. From time to time, CPS has
provided the Company with temporary working capital loans and, as of February
28, 1999, there was an outstanding borrowing of $591,000 on such loans. As a
result of the acquisition of Cypress, the Company is obligated to make payments
to the shareholders of Cypress (for payment of shares and performing future
consulting services) of approximately $535,000 over the next four fiscal years.
Approximately $246,000 of such amounts are payable in fiscal 1999. On February
16, 1999, a payment of $150,000 became due under the terms of the Cypress
purchase agreement but the Company has not yet made such payment. The former
shareholders of Cypress have sent the Company a notice of default. The Company
has indicated that it will make payments to the Cypress shareholders before the
end of April 1999. There are currently no material commitments anticipated for
capital expenditures during fiscal 1999.

To address the Company's working capital needs on a more long-term basis, the
Company will attempt to generate cash from internal operations of the Company.
To control the operating losses attributable to Systems, which totaled
approximately $700,000 during fiscal 1998, the Company sold Systems to ALR. In
addition, during the fourth quarter of fiscal 1998 and the first quarter of
fiscal 1999, the Company's management has made other significant reductions in
operating expense. The Company estimates that these measures will save the
Company approximately $40,000 per month.

On September 4, 1998, the Company completed the sale of all of the outstanding
capital stock of Systems to ALR Group Incorporated, which is principally owned
by Amos Linenberg. Prior to the sale, Mr. Linenberg was the President of Systems
and an Executive Vice President of the Company. In the past, Mr. Linenberg has
been a principal shareholder of the Company and served as a director of the
Company.

In consideration for all of the capital stock of Systems, the Buyer caused Mr.
Linenberg to terminate his existing Employment Agreement as of June 30, 1998,
which from July1, 1998 through February 28, 2000 would have required payments to
Mr. Linenberg of approximately $325,000. Except for approximately $20,000 in
expenses, the Company paid all operating costs and expenses of Systems through
June 30, 1998 and the Buyer assumed all the costs and operating expenses of
Systems from July 1, 1998 through the closing. The Company incurred a $447,327
loss, representing the disposal of the net assets of Systems.






                                       10
<PAGE>   11

                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS (CONT'D)



In connection with the sale of Systems to the Buyer, the Company retained Mr.
Linenberg to consult for the Company on an as needed basis. The consulting
period began effective July 1, 1998 and continued through December 31, 1998. Mr.
Linenberg received approximately $12,000 per month under this consulting
arrangement.

Even after divesting itself of Systems and further reducing operating expenses,
however, there can be no assurance that the Company will generate a positive
cash flow for Fiscal 1999. The ultimate profitability of the Company depends, in
large part, on increasing the sales of Monitek products and continuing to reduce
expenses.

Net Operating Losses; IC-DISC

The Company has approximately $10,751,000 in net operating losses as of fiscal
1998, which will expire at various dates through the year 2012 that are mainly
attributable to losses incurred by Monitek. Federal tax law imposes restrictions
on the use of net operating loss carry-forwards in the event of a change in
ownership, such as a merger. Due to the Merger, approximately $6,265,000 of the
$10,751,000 net operating losses may be subject to these limitations and
potentially may not be able to provide any economic benefit to the Company.

As of April 1, 1991, Monitek's IC-DISC, Monitek International, Inc., was
effectively terminated. As a result, Monitek had begun repatriation of the
undistributed earnings of the IC-DISC as of April 1, 1991. The undistributed
earnings of approximately $780,000 has been and will continue to be recognized
as income, for tax return purposes, over the 10-year period ending March 31,
2001.


RESULTS OF OPERATIONS

Quarter  Ended February 28, 1999 Compared to Quarter Ended February 28, 1998

The Company's net sales decreased by 9%, to $1,232,000 for the three months
ended February 28, 1999 ("Fiscal 1999 Three Months") from $1,350,000 for the
three months ended February 28, 1998 ("Fiscal 1998 Three Months"). Sales of
Systems' products decreased to zero for the Fiscal 1999 Three Months compared to
$164,000 for Fiscal 1998, as a result of the sale of Systems to ALR Group.
Monitek's domestic sales increased by $78,000, or 22% and export sales from the
United States decreased by $25,000, or 21%, primarily as a result of more
focused sales efforts pertaining to the Company's core products. Sales to
Continental Europe by Monitek GmbH decreased by $57,000, or 9%, from the Fiscal
1998 Three Months to the Fiscal 1999 Three Months, primarily as a result of
weakness in the European economy.






                                       11
<PAGE>   12

                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS (CONT'D)



Cost of goods sold, as a percentage of sales, decreased to 49% for the Fiscal
1999 Three Months from 52% for the Fiscal 1998 Three Months. Direct material
costs decreased to 34% for the Fiscal 1998 Three Months from 37% for the
comparable Fiscal 1997 period, primarily as a result of a change in product mix,
while labor and overhead remained constant at 15% of net sales.

Selling, general and administrative expenses decreased to $724,000 for the
Fiscal 1999 Three Months from $1,024,000 for the Fiscal 1998 Three Months. The
sale of Systems, which had total expenses of $212,000 during the Fiscal 1998
Three Months, accounted for the majority of the total reduction. In addition,
cost reduction measures which were implemented by management during the second
half of Fiscal 1998 resulted in a decrease of approximately $90,000 for the
Fiscal 1999 Three Months as compared to the Fiscal 1998 Three Months.

Research and development expenses decreased to $39,000 for the Fiscal 1999 Three
Months from $73,000 for the Fiscal 1998 Three Months, primarily as a result of
the sale of Systems, which accounted for $43,000 of the expenses for the Fiscal
1998 Three Months.

Net losses decreased to $192,000 for the Fiscal 1999 Three Months from $497,000
for the Fiscal 1998 Three Months, primarily as a result of the decrease in cost
of goods sold, as a percentage of sales and the decreases in selling, general
and administrative expenses and research and development expenses.

CHANGES IN ACCOUNTING STANDARDS

 In February 1997, SFAS 128, Earnings per Share and SFAS 129, Disclosure of
Information About Capital Structure, were issued. SFAS 128 establishes new
standards for computing and reporting earnings per share. SFAS 129 requires an
entity to explain the pertinent rights and privileges of outstanding securities.
The Company has adopted these new standards in the current fiscal year and the
affect of the adoption was not material.

In June 1997, SFAS 130, Reporting Comprehensive Income, was issued. SFAS 130
establishes new standards for reporting comprehensive income and its components
and is effective for fiscal years beginning after December 15, 1997. The Company
expects that comprehensive income (loss) will not differ materially from net
income (loss).

In June 1997, SFAS No. 131, Disclosures About Segments of an Enterprise and
Related Information, was issued. SFAS No. 131 changes the standards for
reporting financial results by operating segments, related products and
services, geographic areas and major customers. The Company must adopt the new
standard no later that November 30, 1999.






                                       12
<PAGE>   13

                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS (CONT'D)



In February 1998, SFAS 132, Employers' Disclosures about Pensions and other
Postretirement Benefits, was issued. SFAS 132 standardizes the disclosure
requirements for pension and other postretirement pension plans but does not
change the measure or recognition of those plans. SFAS 132 is effective for
fiscal years beginning after December 15, 1997. Management believes that this
pronouncement will have no material effect on the Company's financial statements
or disclosures thereto.

In June 1998, SFAS 133, Accounting for Derivative Instruments and Hedging
Activities, was issued. SFAS 133 establishes accounting and reporting standards
for derivative instruments and hedging activities. SFAS 133 is effective for
fiscal years beginning after June 15, 1998. Management believes this
pronouncement will have no effect on the financial statements.

Year 2000 Compliance

The inability of computers, software and other equipment utilizing
microprocessors to recognize and properly process data fields containing a two
digit year is commonly referred to as a Year 2000 Compliance issue. As the year
2000 approaches, such systems may be unable to accurately process certain
data-based information. The Company is in the process of identifying and
modifying all significant hardware and software applications that will require
modification to ensure Year 2000 Compliance. Internal and external resources are
being used to make the required modification and test Year 2000 Compliance. The
estimated cost to address Year 2000 issues is not expected to have a material
impact on the Company's business, operations or financial condition.

In addition, the Company is communicating with external service providers to
ensure that the external providers are taking the appropriate action to address
Year 2000 issues. However, there can be no assurance that the systems of third
parties on which the Company's systems rely will convert, or that a conversion
that is incompatible with the Company's systems would not have an adverse effect
on the Company's systems.







                                       13
<PAGE>   14

                              II. OTHER INFORMATION


ITEM 2

(a)     Not applicable.

(b)     Not applicable.

(c)     Not applicable.

ITEM 5
                    CAUTIONARY STATEMENT FOR PURPOSES OF THE
                    "SAFE HARBOUR" OF THE PRIVATE SECURITIES
                         LITIGATION REFORM ACT OF 1995.

Certain statements in the Management's Discussion and Analysis of Financial
Condition and Results of Operations and the Financial Statements included in
this Quarterly Report on Form 10-QSB, in the Company's press releases and in
oral statements made by or with the approval of an authorized executive officer
of the Company constitute "forward-looking statements" as that term is defined
under the Private Securities Litigation Reform Act of 1995. These may include
statements projecting, forecasting or estimating Company performance and
industry trends. The achievement of the projections, forecasts or estimates is
subject to certain risks and uncertainties. Actual results and events may differ
materially from those projected, forecasted or estimated. The applicable risks
and uncertainties include general economic and industry conditions that affect
all businesses, as well as matters that are specific to the Company and the
markets it serves.

General risks that may impact the achievement of such forecasts include
compliance with new laws and regulations; significant raw material price
fluctuations; currency exchange rate fluctuations; business cycles; and
political uncertainties. Specific risks to the Company include an inability of
the Company to finance its working capital needs; an inability of the Company to
curtail its recurring losses; an inability of the Company to successfully
integrate the business of Sentex and Monitek; a risk of recession in the
economies in which its products are sold, such as the Chemical or Petroleum
industries; and new or emerging products from current competitors. In light of
these and other uncertainties, the inclusion of a forward-looking statement
herein should not be regarded as a representation by the Company that the
Company's plans and objectives will be achieved.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)     Not applicable.

(b)     Not applicable.





                                       14
<PAGE>   15

                                    SIGNATURE


Pursuant to the requirements of section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized:



Date:   April 14, 1998            SENTEX SENSING TECHNOLOGY, INC.



                                  By: /s/ Robert S. Kendall
                                      ------------------------------------------
                                      Robert S. Kendall, Chief Executive Officer



                                      /s/ James S. O'Leary
                                      ------------------------------------------
                                      James S. O'Leary, Chief Financial Officer











                                       15