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   [NAME]RON DYER
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                      SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                FORM 10-KSB

              Annual Report Pursuant to Section 13 or 15 (d)
                  of the Securities Exchange Act of 1934
                                             

          For fiscal year ended:        Commission file number:
          August 31, 1995                    0-17110
                                             

          SENSOTRON, INC. (FORMERLY POWEREC INTERNATIONAL, INC.)
          (Exact name of registrant as specified in its charter)

          California                         33-0107249
     (State of other jurisdiction            (I.R.S. Employer
     of incorporation or organization        Identification No.)

                            5881 Engineer Drive
                        Huntington Beach, CA  92649
                 (Address of principal executive offices)

Registrant's telephone number, including area code: 714/898-5618
Securities registered pursuant to Section 12 (b) of the Act: None

       Securities registered pursuant to Section 12 (g) of the
Act:
                           Common Stock, no par
                             (Title of class)
                                              
     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 the filing
requirements
for at least the past 90 days.     Yes ____  No   X 
                                             
     Check if there is no disclosure of delinquent filer in
response to Item 405 of Regulation S-B contained in this form and
no disclosure will be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.   [ X ]
                                             
     Revenues for the year ended August 31, 1995 were $1,518,564.
                                             
     At April 30, 1996, the aggregate market value of voting
stock
held by non-affiliates of the registrant was $2,373,655.

     At April 30, 1996, 22,372,966 shares of Common Stock were
outstanding.
                                            





                    DOCUMENTS INCORPORATED BY REFERENCE
                                  (None)
<PAGE>
Item 101.Business
                                  GENERAL
     Sensotron, Inc. (formerly Powerec International, Inc.) was
incorporated in the state of California on April 19, 1985 and
designs, develops, produces and markets high-technology products
which convert physical pressure into an electronic signal that
enables a computer or electronic instrument to perform a
predetermined application.  The products are produced and
marketed
worldwide for military and industrial applications including
aerospace, computer, automotive, geothermic energy generation,
underwater exploration and navigation, telecommunications,
petroleum processing and chemical processing.

     The Company has attained international recognition and
prominence and feels that its transducer technology is one of the
most sophisticated in the world.  During fiscal year 1991, the
Company granted a license to a major Japanese firm for a lump sum
payment and future royalties restricted to certain transducer
technology and patent rights.  Such rights are limited
exclusively
to the Far East market.

     The Company has successfully completed the research and
development of its Plastic Melt Pressure Transducer for the
plastics industry.  This is significant as major companies both
U.S. and international use these transducers for the production
of
plastic materials and products.  Plastic materials are used in
the
food industry, the medical industry, consumer goods, etc.

     In addition to having improved accuracy and high temperature
parameters, the Company's transducers have the unique advantage
of
not utilizing liquid mercury.  Mercury is one of the most severe
elements on the Environmental Protection Agency's list which was
established to curb adverse effects to human life.

     During the beginning of fiscal year 1991, the Company
entered
into a "team" agreement with a major aerospace company to develop
a special transducer for the Navy to retrofit some 30,000
existing
torpedoes.  The Company was notified in 1993 by its customer that
they intended to cancel the contract.  The Company negotiated a
satisfactory settlement of $250,000 in connection with such
commitment, which was reported as other income during fiscal year
1994.

     The Company has an ongoing program of seeking patent
protection for its developed technology and holds several patents
and patent applications related primarily to the Plastic Melt
Pressure Transducer.  Several patent applications are pending or
are scheduled to be filed during fiscal 1996 which are related to
new generations of product.

     During the years ended August 31, 1995 and 1994, the Company
incurred approximately $137,944 and -0- respectively, in research
and development expenditures primarily attributable to
transducer's
technology.





                                    2 
<PAGE>
     The Company's backlog on August 31, 1995, is estimated at
approximately $350,000.  Backlog includes orders accepted for
delivery to customers primarily during the current fiscal year,
and, in some cases, to customers beyond the current fiscal year,
depending on purchase agreements.  At this time, management's
emphasis is on production, shipments, marketing support, and the
promotion of already developed products with emphasis on short
and
long term profitability.

     The Company has certain customers in the government contract
industry which requires the Company to provide for special
training
and security provisions with respect to its operations.  Certain
employees have been granted confidential clearance by the Defense
Investigative Service.  In addition, the Company has a qualified
Facility Security Officer to maintain a system of security
controls
with the organization in accordance with the requirements of the
Department of Defense.

     The Company also has complied with government regulations
regarding environmental controls and has met the requirements for
the proper disposal of waste material such as chemicals used in
the
manufacturing of its products.

     At August 31, 1995, the company had approximately 25 full
time
employees.

Item 102. Properties

     The Company is headquartered at 5881 Engineer Drive,
Huntington Beach, California 92649.  The Company leases its
corporate offices and manufacturing facility from A.N. Sahagen,
the
company's Chief Executive Officer and major shareholder.  The
space
consists of approximately 12,000 square feet, and the monthly
rental was $9,000 until March 31, 1994, which is the prevailing
rental rate for comparable space in this geographic area.  The
rent
was reduced to $4,000 per month April 1, 1994 to September 30,
1994
and $6,000 on October 1, 1994 to March 31, 1995, then back to
$9,000 per month.  The company rents this space pursuant to a
term
lease which expires March 31, 1999.  The Company's office and
manufacturing facility is adequate for its present needs.

Item 103. Legal Proceedings

     The Company is party to various lawsuits which have arisen
in
the normal course of business.  It is the opinion of management,
that the liability, if any, arising from such lawsuits would not
have a material adverse effect on the Company's financial
statements.











                                     3
<PAGE>
Item 201. Market for Registrant's Common Equity and Related       
             
Stockholder Matters.

     Beginning August, 1988, the Company's common stock was
quoted
on NASDAQ under the symbol PRINE.  The initial public offering 
price of the Company's common stock was $2.00.  However, the
Company was deleted from NASDAQ on April 10, 1990 for failing to
meet certain financial statement criteria.  The Company's common
stock is currently traded over-the-counter under the symbol SOSD
and is listed on the "Bulletin Board" of the National Association
of Securities Dealers, Inc.  Set forth below are the high and low
bid prices of the Company's Common Stock as reported by a
licensed
marketmaker who continues to make a market in the stock for the
periods indicated for each quarter for the years ended August 31,
1995 and 1994.  Such prices represent quotations between dealers
without adjustment for mark-ups, mark-downs or commissions and
may
not represent actual transactions.  Trading in the Company's
Common
Stock is limited to volume and may not be a reliable indicator of
its market value.

     The following table indicates the high and low bid prices
during 1995 and 1994:

                                   1995                1994  
                                 High/Low            High/Low
     First Quarter              1/4  -   1/16     1 3/8 - 10/16
     Second Quarter             3/16 -   1/8        3/4 -  5/16
     Third Quarter              1/4  -   1/8        5/8 -  3/16
     Fourth Quarter             3/8  -   1/8        7/16 - 1/8

     The Company has paid no dividends on its Common Stock and
does
not plan to pay dividends in the foreseeable future.  The Company
has approximately 300 shareholders of record on April 30, 1996.

Item 202. Description of Securities

     The Company has one class of voting common stock with no par
value of which 50,000,000 shares are authorized as approved at
the
Company's board meeting on November 1, 1994.  The holders of the
common stock are entitled to equal dividends and distributions,
per
share, with respect to the common stock when, as and if declared
by
the board of directors from funds legally available. Therefore,
no
holder of any shares of common stock has any preemptive right to
subscribe for any other securities of the Company nor are any
shares subject to redemption.  Upon liquidation, dissolution or
winding-up, and after payment of creditors, the Company's assets
will be divided pro rata on a share-for-share basis among the
holders of the shares of common stock.  All shares of common
stock
now outstanding, and shares to be outstanding upon exercise of
the
conversion rights described above, are and will be fully paid,
validly issued and non-assessable.

     Holders of the Company's common stock do not have cumulative
voting rights, therefore, the holders of more than 50% of the
shares voting for the election of directors will be able to elect
all of the directors if they choose to do so and, in that event,
the holders of the remaining shares will not be able to elect any
members of the board of directors.

                                     4
<PAGE>
     The board meeting of November 1, 1994 also authorized the
issuance of up to 10,000,000 shares of preferred stock.  The
increase from 30,000,000 shares to 50,000,000 shares in the
authorized number of common shares and the authorization to issue
up to 10,000,000 shares of preferred stock will require an
amendment to the Articles of Incorporation approved by a majority
of the existing shareholders.

     The Company intends to furnish annual reports to
shareholders
which will contain financial statements audited by the
independent
certified public accountants and such other interim reports as
its
board of directors may determine.

     In August, 1988, the Company's Board of Directors approved
an
incentive stock option plan which provides for the granting of
options to purchase shares of the Company's common stock to
certain
directors, officers and key employees.  The Company has reserved
1,000,000 shares of common stock for issuance under the plan. 
The
options become exercisable twenty percent each year beginning one
year after the date of grant and expire ten years from the date
of
grant.  In fiscal 1995, options for 200,000 shares were granted
and
200,000 shares were cancelled.  At August 31, 1995, options to
purchase 675,000 shares previously issued are outstanding with
exercise prices of $0.25 to $0.50 per share and 311,000 shares
were
exercisable; 315,000 shares are available for grant.  Common
stock
underlying such options are not registered with the Securities
and
Exchange Commission.

Item 303. Management's Discussion and Analysis of Financial
Condition and Results of Operations

General

     Since the inception of the Company, management's emphasis
has
been on developing state of the art, limited availability, high
volume transducer products for industry, which resulted in the
Company sustaining recurring operating losses.  During fiscal
year
1991, the Company successfully completed its Plastic Melt
Pressure
Transducer development and in fiscal 1995, the Company has
continued its emphasis on educating potential customers on its
significant advantages over its competition.  In addition, the
Company has obtained significant purchase orders for production
of
a variety of transducers.  The Company is presently working on a
secondary offering which became effective on October 13, 1994. 
This was revised in a private placement memorandum on March 27,
1995. The Company is still working on this. When this is
finalized,
the Company should have sufficient capital to greatly increase
its
marketing efforts which will increase revenues.  In fiscal year
1996, the Company hopes to increase production and shipments, and
to place greater emphasis on marketing support to promote the
Company's developed products; however, during the first six
months
of fiscal 1996, the Company's shipments have declined. 
Management
is currently focusing on marketing of the Company's products to
improve 1996 operating results. 




                                     5
<PAGE>
Revenues

     Total revenues for fiscal year ended August 31, 1995.
increased $243,249 to $1,518,564 from fiscal year ended August
31,
1994.  This is a 19% increase from the prior year.  This was due
to
one large order of $250,000 from one customer. Revenues have not
met management's expectations due primarily to cancellation of
government contracts and change in concentration to the
commercial
area.

Costs and Expenses

     In fiscal 1995, cost of sales was 77% of net sales compared
to
104% in fiscal 1994.  As the Company's production of products
increases, the related costs as a percentage of net sales are
expected to decrease due to the ability of the Company to absorb
fixed manufacturing costs.  The Company has continued to monitor
its manufacturing costs as part of its cost reduction plan in
effect.

     General, selling and administrative expenses decreased
$99,881
in fiscal 1995 over 1994.  During the year ended August 31, 1995
the Company issued 807,569 shares of its common stock for
services
rendered valued at $102,203 which were charged to such expense
classification.

     Research and development expenses decreased $11,776 in 1995
versus 1994 as the Company's transducer products are
substantially
developed.  The Company continues to expend research and
development costs to advance its technologies.  The Company
continues its focus on Plastic Melt Pressure Transducers as one
of
its primary products.  Most of the current research and
development
of the optical composition probe and other products are conducted
by the Company's founder and is charged to general and
administrative expenses. Most other expenses are now considered
to
be engineering and production expenses, which are reported as
normal cost of sales.

     Deferred offering expenses of $507,562 are charged to
expense
in 1995 as the offering has not been completed at this time.  

     The Company's cost of borrowings in 1995 advanced 60% due to
fixed rates of interest incurred in connection with the Company's
borrowings and to an additional $124,000 accrual on a shareholder
note explained in Note 9.

Liquidity and Capital Resources

     The financial condition of the Company at August 31, 1995
compared to August 31, 1994 has eroded primarily due to the
current
year losses.

     At August 31, 1995, the Company has current liabilities in
excess of current assets of $3,537,898 and a shareholders'
deficit
of $3,271,043.  The increase in current liabilities is primarily
due to the prior years long-term liabilities now becoming current
liabilities.  These coupled with recurring net losses from
operations of $1,429,465 and $995,873 in 1995 and 1994,
respectively, raise substantial doubt about the Company's ability
to continue as a going concern.
                                     6
<PAGE>
     Management planned to seek additional working capital from
proceeds from the issuance of its common stock through a public
offering.  The public offering for the Company became effective
October 13, 1994 for up to $5,000,000; however, the Company must
seek approval from states under "Blue Sky" regulations in which
management intends to sell such securities.  The company is now
seeking capital under a private placement memorandum.  Such
proceeds would be used to substantially reduce its obligations,
and
related financing costs, and expand the Companys marketing
activities to generate revenues necessary to achieve profitable
operations.  The Company also would grant licensing rights to one
or more of its products outside the United States.  There are no
assurances that such plans will be effected on terms and
conditions
acceptable to management of the Company.

Income Taxes

     The adoption of SFAS No. 109, "Accounting for Income Taxes",
in 1994 did not expect to have a material impact on the Company's
statement of operations.  The Company has approximately
$10,000,000
in federal net operating losses which will minimize income taxes
in
the future should the Company achieve profitable operations.

Item 304. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

None.

Item 310. Financial Statements






























                                     7
<PAGE>
                       INDEX TO FINANCIAL STATEMENTS
                                                            Page

Balance sheet As of August 31, 1995................... F-2, F-3

Statements of Operations For The Years Ended
 August 31, 1995 and 1994............................. F-4        
        

Statements of Shareholders' Deficit For The
 Years Ended August 31, 1995 and 1994................. F-5

Statements of Cash Flows For The Years
 Ended August 31, 1995 and 1994....................... F-6, F-7

Notes To Financial Statements.......................... F-8 to
F-17












































                                    F-1

<PAGE>                        SENSOTRON, INC.
                  (FORMERLY POWEREC INTERNATIONAL, INC.)

                               BALANCE SHEET
                                (UNAUDITED)

                              August 31, 1995

                          ASSETS (Notes 8 and 9)

Current Assets:
      Certificate of deposit - restricted    $   50,000
      (Notes 2 and 7)    
     Trade accounts receivable, net of
     allowance for doubtful accounts of
     $10,000                                    145,000
     Inventories (Notes 2 and 3)                376,979
     Other current assets                         2,418

          Total current assets                  574,397

Property and equipment (Note 2):
     Machinery and equipment                    413,312
     Furniture and fixtures                      23,990
     Leasehold improvements                       4,079
                                                441,381

     Less: Accumulated depreciation and
     amortization                            (  329,734)

     Property and equipment, net                111,647 



Patents, net of accumulated amortization of 
$75,468 (Note 2)                                162,558           
          

Other assets                                      7,650 

                                             $  856,252 



















CONTINUED                           F-2

<PAGE>                        SENSOTRON, INC.
                  (FORMERLY POWEREC INTERNATIONAL, INC.)

                         BALANCE SHEET - CONTINUED

                              August 31, 1995

                   LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:                              
 Bank overdraft                                   $   24,092
 Accounts payable                                    587,251
 Accrued payroll taxes                               339,856
 Accrued interest                                    547,471
 Other accrued liabilities (Note 4)                  291,835
 Obligations under capital leases (Note 10)           80,548
 Due to officer/shareholder (Note 6)                 214,702
 Notes payable to related parties (Note 9)         1,085,527
 Notes payable to officer/shareholder (Note 8)       860,526
 Note payable to bank (Note 7)                        45,000
 Notes payable                                        35,487

     Total current liabilities                     4,112,295
                         
 Notes payable - Private Placement Memorandum         15,000

     Total liabilities                             4,127,295

Commitments and contingencies (Notes 9, 10 and 13)

Shareholders' deficit (Notes 2, 8, 9, 11, 12 and 17):
 Common stock, no par value, 50,000,000 shares 
 authorized, 21,758,997 shares issued and 
 outstanding                                        8,150,453
Note receivable for common stock                   (   90,000)
Accumulated deficit                               (11,331,496)

     Total shareholder deficit                    ( 3,271,043)

                                                  $   856,252 


















              See accompanying notes to financial statements
                                    F-3
<PAGE>
                              SENSOTRON, INC.
                  (F0RMERLY POWEREC INTERNATIONAL, INC.)

                         STATEMENTS OF OPERATIONS

               For The Years Ended August 31, 1995 and 1994


                                        1995           1994

Revenues (Note 2):
 Net sales                              $1,502,668     $1,262,986
 License and royalties                      15,896         12,329
     Total revenues                      1,518,564      1,275,315

Cost and expenses:
 Cost of sales                           1,158,004      1,314,105
 Selling, general and administrative       801,701        901,582
 Research and development                   -0-            11,776
     Total costs and expenses            1,959,705      2,227,463

     Loss from operations               (  441,141)    ( 
952,148)

Other income (expense):
 Deferred offering expense write off    (  522,061)       - 0 - 
     
 Gain from settlement of 
 contract (Note 16)                          -0-          250,000
 Interest, net                          (  464,673)     (
290,892)

Loss before provision for income taxes  (1,427,875)    ( 
993,040)

Provision for income taxes 
 (Notes 2 and 5)                             1,590          2,833

Net loss                                $(1,429,465)   $(
995,873)

Net loss per share (Note 2)             $(  .07)       $(   .05) 

Weighted average shares outstanding     20,825,291     19,179,201
















                           See accompanying notes to financial
statements

                                                F-4
<PAGE>
<TABLE>
                                             SENSOTRON, INC.
                                 (FORMERLY POWEREC INTERNATIONAL,
INC.)

STATEMENT OF SHAREHOLDERS' DEFICIT                  

                              For The Years Ended August 31, 1995
and 1994

                                             Services       Notes
                                             Receivable         
Receivable
                              Common Stock   For Common     For
Common     Accumulated
                            Shares Amount    Stock Issued   Stock
Issued      Deficit              Total   
<S>                      <C>       <C>       <C>            <C>   
        <C>            <C>
Balances, September 1, 1993    18,623,285    $7,454,854    
$(60,000)         ----             $(8,906,158)       
$(1,511,304)

Forgiveness of note payable
 by officer/shareholder
 (Note 11)                         ----     50,000        ---     
           ----                ---                   50,000
Common shares issued for
 notes receivable (Note 1)        225,000        90,000       
---              ( 90,000)         ----                 ----
Common shares issued to 
 officer/shareholder for debt (Note 11)            296,806        
                    ----                 ----        92,752
Common shares issued for
 services rendered (Note 11)      617,337       156,542       
---                 ----                ----                
156,542
Services rendered for
 common shares issued
 prior to August 31, 1993
 (Note 11)                       ----             ----  60,000    
      ----                ----                   60,000
Net Loss                    ----             ----    ---          
      ----             (    995,873)            995,873
Balances, August 31, 1994      19,762,428    $7,844,148     $ 
---              $(90,000)      $( 9,902.031)  $ (2,147,883)
Common shares issued for services
 rendered (Note 11)          807,569       102,203                
                                           102,203
Common shares issued to new or
 existing shareholders for cash 
 (Note 11)                      1,189,000       204,102           
                                           204,102
Net loss                    ----             ----    ----         
      ----             (  1,429,465)  (   1,429,465)
Balance, August 31, 1995       21,758,997    $8,150,453     $ 
----             $(90,000)      $(11,331,496)  $(  3,271,043)

                             See accompanying notes to financial
statements
                                                   F-5
</TABLE>
<PAGE>                                       SENSOTRON, INC.
                                 (FORMERLY POWEREC INTERNATIONAL,
INC.)
                                                    
                                        STATEMENTS OF CASH FLOWS

                              For The Years Ended August 31, 1995
and 1994

                                            1995           1994
Cash flows from operating activities:
 Net Loss                               $(1,429,465)   $(995,873)
 Adjustments to reconcile net loss
  to net cash used in operating 
  activities:  
   Depreciation and amortization             81,875       94,877
   Provision for allowance for 
    doubtful trade accounts receivable  (    13,522)      8,522
   Issuance of common stock for services
    rendered (Note 11)                      102,2033     78,292
   Issuance of notes payable to officer/
    shareholder for rents, royalties and
    interest (Notes 6 and 8)                 ---        147,339
   Note payable issued for services 
    rendered                                 35,487       ---
   Changes in operating assets and
    liabilities:
    Trade accounts receivable           (    35,824)    104,599
    Inventories                         (    15,802)     26,167
    Deferred offering costs (Note 2)    (   242,846)   (104,596)
    Other current assets                (       925)     27,960
    Accounts payable                        244,297     122,161
    Accrued payroll taxes                    11,355      78,761
    Accrued interest                        342,540     148,996
    Other accrued liabilities               112,635      43,394
     Total Adjustments                    1,107,165     776,472

Net cash used in operating activities   (   322,300)   (219,401)

Cash flows from investing activities:
 Other assets                           (     1,050)   (  1,600)
 Patent expenditures                    (    75,930)   ( 49,711)
 Payment for the purchase of property
  and equipment                         (    28,630)   ( 48,478)

Net cash used in investing activities   (   150,610)   ( 99,789)
 
Cash flows from financing activities:
 Advances from officer/shareholder          188,566      26,136
 Restricted certificate of deposit
 (Note 2 and 7)                              ----       218,000
 Proceeds from issuance of note payable
  to officer/shareholder (Note 8)       (    15,810)    133,444
 Principal payments under capital
  lease obligations (Note 10)           (     1,059)   (  1,087)
 Proceeds from issuance of notes
  payable to related parties (Note 9)       267,891     155,100
 Interest (Decrease) in Bank Overdraft       11,710    (  6,303)
 Proceeds from N/P Private 
  Placement Memo                             15,000               
   -  0 - 
                    
Continued                             F-6
<PAGE>
                                SENSOTRON, INC.
                     (FORMERLY POWEREC INTERNATIONAL, INC.)
                                        
                      STATEMENTS OF CASH FLOWS - CONTINUED

                  For The Years Ended August 31, 1995 and 1994


                                           1995            1994
Repayment of notes payable to related
 parties (Note 9)                       (242,490)      ( 10,100)
Repayment of note payable to bank
 (Note 7)                                 ------       (196,000)
Proceeds from issuance of common
 stock, net of commissions (Note 11)     204,102          ----

Net cash provided by financing 
 activities                              427,910        319,190

Net increase in cash                    ( ------)         ----  

Cash at beginning of year                  ----           ----

Cash at end of year                     $  ---         $   --- 

Supplemental disclosure of cash flow information -
  Cash paid during this year:
   Interest                             $  9,686       $ 58,962
   Income Taxes                         $  1,590       $  3,633

Supplemental schedule of noncash investing and financing
activities:

1995

     The Company issued 807,569 shares of common stock valued at
$102,203 in
     payment of services rendered.

     The Company issued a note payable for services rendered in
the amount of
     $35,487.

1994

     The Company issued 617,337 shares of common stock valued at
$156,542 in
     payment of services rendered of which 330,500 shares valued
at $78,250
     were issued in connection with its proposed public offering.

     The Company issued 296,806 shares of common stock in payment
of notes
     payable to officer/shareholder of $92,752.

     An officer/shareholder forgave a liability of $50,000,

     The company issued 225,000 shares of common stock to a
shareholder and
     director for a note receivable of $90,000.


                 See accompanying notes to financial statements

                                      F-7
<PAGE>

                                SENSOTRON, INC.
                     (FORMERLY POWEREC INTERNATIONAL, INC.)

                         NOTES TO FINANCIAL STATEMENTS

                  For The Years Ended August 31, 1995 and 1994

NOTE 1 - ORGANIZATION                   

Sensotron, Inc. (formerly Powerec International, Inc.) (the
Company) was
incorporated in the state of California on April 19, 1985.  The
Company
designs, develops, manufactures and markets electronic
components, primarily
transducers.  The Company sells to commercial and industrial
entities that
service both private enterprises and government agencies.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation - The accompanying financial statements have
been
prepared assuming that the Company will continue as a going
concern.  During
the year ended August 31, 1995, the Company incurred a net loss
of
$1,429,465, and as of such date has a shareholders' deficit of
$3,271,043 and
current liabilities in excess of current assets (working capital
deficit) of
$3,537,898.  These conditions raise substantial doubt about the
Company's
ability to continue as a going concern.  Management's plans with
respect to
these conditions, include, but are not limited to, continuing to
increase
sales levels sufficient to meet its current cost structure
through increased
marketing activities and the reduction of administrative costs to
better
enable the Company to generate liquidity through operations.  In
addition,
management is seeking additional capital through a private
placement of its
common stock (see Note 17).  There are no assurances that
management's plans
will be attained.  The accompanying financial statements do not
include any
adjustments that may result from the outcome of this uncertainty.

Certificate of Deposit - Restricted - The Company maintains a
compensating
certificate of deposit used as collateral for the note payable
described in
Note 7.  For financial statement purposes, this certificate of
deposit is
classified according to the classification of the related
borrowing.

Inventories - Inventories are valued at the lower of cost (first
in, first-
out) or market.

Postretirement Benefits - In December 1990, the Financial
Accounting
Standards Board issued a new standard on employer's accounting
for
postretirement benefits other than pensions.  The Company is
required to
adopt the new accounting and disclosure rules no later than its
fiscal year
ending August 31, 1994.  As the Company does not offer any
postretirement
benefits to its employees, the new standard has no effect on the
Company.











                                      F-8
<PAGE>
                                SENSOTRON, INC.
                     (FORMERLY POWEREC INTERNATIONAL, INC.)

                         NOTES TO FINANCIAL STATEMENTS

                  For The Years Ended August 31, 1995 and 1994

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Property and Equipment - Property and equipment are stated at
cost. 
Depreciation and amortization are provided for by the
straight-line method
over the estimated useful lives of the related assets as follows:

Machinery and equipment - 5 years
Furniture and fixtures - 5 years
Leasehold improvements - the lesser of 5 years or life of lease

Repairs and maintenance are expensed as incurred whereas
significant
improvements which materially increase values or extend useful
lives are
capitalized and depreciated over the estimated remaining useful
lives of the
related assets.

The cost of assets retired or otherwise disposed of and the
related
accumulated depreciation are eliminated from the accounts in the
year of
disposal.  Gains or losses resulting from the disposal of assets
are charged
to operations in the year of disposal.

Patents - Direct costs relating to the issuance of patents are
capitalized
and amortized over 7 years.

Revenue Recognition - Sales are recorded on the date the products
are shipped
to customers.

Income Taxes - Through August 31, 1993, the Company utilized the
deferred
method for accounting for income taxes under Accounting
Principles Board
Opinion No. 11.

On September 1, 1993, the Company adopted Statement of Financial
Accounting
Standards No. 109, "Accounting for Income Taxes", which requires
a liability
approach.  Under this method, deferred tax assets and liabilities
are
determined based on differences between financial reporting and
tax bases of
assets and liabilities and are measured using tax rates and laws
in effect
when the timing differences are expected to reverse.  As
permitted, the
Company elected not to restate the financial statements for any
prior
periods.  The effect of the change was not material to the
financial
statements upon adoption on September 1, 1993.

Net Loss Per Share - Net loss per share is computed based on the
weighted
average number of common shares and common stock equivalents
outstanding. 
Stock options have not been included in the calculation for both
periods
presented due to their antidilutive effect.




Continued
                                      F-9

<PAGE>
                                SENSOTRON, INC.
                     (FORMERLY POWEREC INTERNATIONAL, INC.)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended August 31, 1995 and 1994

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

In connection with the Company's proposed private placement (see
Note 17),
the Company intends to use proceeds from the proposed private
placement to
reduce certain indebtedness.  Pro forma effects on loss per share
information
for the year ended August 31, 1995, are not significantly
different from per
share amounts disclosed in the statement of operations.

Reclassifications - Certain reclassifications have been made to
1994 amounts
to conform with the 1995 presentation.

NOTE 3 - INVENTORIES

Inventories at August 31, 1995, consist of the following:

     Raw materials       $ 89,273
     Work in process      231,979
     Finished goods        55,727
                         $376,979

NOTE 4 - OTHER ACCRUED LIABILITIES

Other accrued liabilities at August 31, 1995, consist of the
following:

     Accrued vacations   $ 62,172
     Accrued legal fees   140,107
     Accrued commissions   23,733
     Accrued other         65,823
                         $291,835






















Continued
                                      F-10

<PAGE>                          SENSOTRON, INC.
                     (FORMERLY POWEREC INTERNATIONAL, INC.)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended August 31, 1995 and 1994

NOTE 5 - INCOME TAXES

The Company has approximately $10,000,000 and $4,000,000 of
federal and state
operating loss carryforwards for income tax reporting purposes,
respectively. 
The net operating loss carryforwards expire through the year
2010.  The
ultimate utilization of such net operating loss carryforwards is
dependent
upon achieving profitability from operations.  In addition,
utilization of
the Company's net operating losses may be limited due to the
sales of the
Company's common stock which may cause a change in ownership.

The tax provision for fiscal year 1995 and 1994 includes $1,590
and $1,233
respectively, related to withholding taxes by Japan on the
license agreement
with a Japanese firm (see Note 15), and California state minimum
taxes.

As of August 31, 1994, the Company's valuation allowance of
$3,113,000 offset
in its entirety its only significant deferred tax asset, its net
operating
loss carryforwards.  In 1994, the valuation allowance increased
$370,000 due
to additional net operating losses incurred during the year ended
August 31,
1994.

NOTE 6 - DUE TO OFFICER/SHAREHOLDER

Due to officer/shareholder at August 31, 1995, represents
primarily unpaid
rent (see Note 10), interest (see Note 8) and royalties (see Note
13) is
interest bearing and is due on demand.  Also see Note 8 for other
indebtness
with this officer/shareholder.

NOTE 7 - NOTE PAYABLE TO BANK

The note payable at August 31, 1995, of $45,000 consists of a
revolving line
of credit that is collateralized by a $50,000 restricted
certificate of
deposit (Note 2).  The note payable bears interest at 6.199% per
annum and is
due October 22, 1995.

















Continued

                                      F-11
<PAGE>
                                SENSOTRON, INC.
                     (FORMERLY POWEREC INTERNATIONAL, INC.)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended August 31, 1995 and 1994

NOTE 8 - NOTES PAYABLE TO OFFICER/SHAREHOLDER


At August 31, 1995, the Company had unsecured borrowings of
$860,526 from its
major officer/shareholders that are due September 1, 1995, with
interest at
8% per annum.  Such notes may be converted into common stock
should the
officer/shareholder elect to do so at $1.50 per share.  Such
obligations are
secured by Company's assets and subordinate to $330,000 of notes
payable to
related parties.  In connection with the proposed private
placement a
substantial portion of this indebtedness may be repaid.  Interest
to this
officer/shareholder for the year ended August 31, 1995 and 1994
were $78,566
and $65,539, respectively.  Also see Note 6 for other
indebtedness due this
officer/shareholder.

NOTE 9 - NOTES PAYABLE TO RELATED PARTIES

On June 24, 1990, a certain shareholder of the Company borrowed
$1,050,000
from an outside entity collaterized by land owned by the
shareholder. 
Concurrently therewith, the Company borrowed $585,126 from the
shareholder
and the Company also issued shares of its common stock as a fee
for obtaining
such loan.  As amended April 1, 1994, the Company agreed to pay
interest
monthly at 15.5% per annum on the total amount of the debt of
$1,078,000
currently owed.  In addition, the entire principal balance of the
debt was
guaranteed by the Company's officer/shareholder and the Company. 
Management
intends to repay a portion of its indebtedness with proceeds of
$585,126, if
any, from the proposed private placement. (see Note 17).

The shareholder is currently in default under the terms of the
note.  As a
result of its guarantee, the Company could be liable for the
entire
indebtedness of $1,078,000.  In management's and legal counsel's
opinion, the
Company may have certain defenses which could minimize its
ultimate
liability, if any, in excess of $585,126 current outstanding. 
Accordingly,
a $124,000 provision has been recorded for estimated potential
liability
associated with this matter in excess of $585,126, which will
cover
additional interest, attorney and foreclosure fees on a portion
of this note.

At August 31, 1995, the Company has various notes with aggregate
principal
balances amounting to $113,000 due within one year at interest
rates ranging
from 10% to 12% per annum.

Since the Company has a large negative net worth and it is
questionable
whether or not the company can continue in business, it is
extremely
difficult for the company to arrange any financing.  The
Company's Chief
Financial Officer personally borrowed funds and loaned $57,000 to
the company
at 60% annual interest rate.





Continued

                                      F-12

<PAGE>                          SENSOTRON, INC.
                     (FORMERLY POWEREC INTERNATIONAL, INC.)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended August 31, 1995 and 1994

NOTE 9 - NOTES PAYABLE TO RELATED PARTIES, continued

At August 31, 1994, the Company had 12% notes of $330,000
outstanding due to
a shareholder, which in part carried a convertible feature into
the Company's
common stock.  On October 1, 1994, effective June 1, 1994, the
Company
renegotiated the notes which reduced the interest rate to 8% per
annum and
eliminated the convertible feature.  The notes are due September
1, 1995 and
are secured by substantially all the Company's assets; should the
Company's
proposed public offering be completed (see Note 17), a portion of
the
proceeds may be used to retire all or part of this indebtedness.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Leases

The Company leases its corporate offices and manufacturing
facility from its
officer/shareholder under an operating lease.  This lease expires
in March,
1999.  In addition, the Company leases certain office equipment
under capital
leases.  In connection with these capital leases, the Company is
in default
and, as a result, all amounts are currently payable. If the
Company does not
cure these defaults, action may be taken by the lessor to
repossess the
equipment in satisfaction of the obligations.  The equipment is
hardware and
software for an old computer system purchased in 1989, originally
costing
$100,000 which has been fully written off.  

Future annual minimum payments under the operating facility lease
are as
follows:

     1996      $ 108,000
     1997        108,000
     1998        108,000
     1999         63,000

               $ 387,000

Rent expense for the years ended August 31, 1995 and 1994 was
$91,000 and
$90,335, respectively.













Continued

                                      F-13

<PAGE>                          SENSOTRON, INC.
                     (FORMERLY POWEREC INTERNATIONAL, INC.)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended August 31, 1995 and 1994

NOTE 10 - COMMITMENT AND CONTINGENCIES, continued

Litigation

The Company is party to various lawsuits which have arisen in the
normal
course of business.  It is the opinion of management, that the
liability, if
any, arising from such lawsuits would not have a material adverse
effect on
the Company's financial statements.

NOTE 11 - COMMON STOCK

From time to time, the Company issues it common stock in
satisfaction of
indebtedness, services and cash.  Shares issued for its
indebtedness and for
services rendered are recorded at their estimated fair value as
determined by
the Company's board of directors based on the closing bid price
per share as
quoted by the National Association of Securities Dealers
"Bulletin Board" on
the date the obligation to issue such shares is determined. 
Below is a
summary of the transactions effected by the Company.

During the year ended August 31, 1995, 807,569 shares valued at
$102,203 were
issued for services rendered to the Company.

During the year ended August 31, 1995 1,189,000 shares were
issued for net
proceeds of $204,102.  Such issuances were effected throughout
the year.

During the year ended August 31, 1994, 617,337 shares valued at
$156,542 were
issued for services rendered to the Company.

On March 17, 1994, the Company issued 225,000 shares valued at
$90,000 for a
note receivable from a director and shareholder of the Company. 
The notes
bear interest at a referenced bank's prime rate (8.5% at August
31, 1994),
payable quarterly beginning June 30 1994.  The note is due on
March 17, 1996. 
The note has been classified as an increase to shareholders'
deficit in the
accompanying balance sheet at August 31, 1994 and 1995.

In December, 1993, a shareholder forgave a note payable of
$50,000. 
Accordingly, the note payable was reduced by such amount with a
corresponding
increase to common stock in the accompanying financial
statements.

In November, 1993, 296,806 shares were issued to the
officer/shareholder to
retire $92,752 in notes payable.









Continued

                                      F-14
<PAGE>
                                SENSOTRON, INC.
                     (FORMERLY POWEREC INTERNATIONAL, INC.)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended August 31, 1995 and 1994

NOTE 12 - STOCK OPTIONS

In August, 1988, the Company's Board of Directors approved a
stock option
plan which provides for the granting of options to purchase
shares of the
Company's common stock to certain directors, officers and key
employees.  The
Company has reserved 1,000,000 shares of common stock for
issuance under the
plan.  Stock options granted become exercisable twenty percent
each year
beginning one year after the date of grant and expire ten years
from the date
of grant.  Stock option activity for the years ended August 31,
1994 and 1995
is as follows:

                                                  Price Range
                                   Shares           Per Share   
Stock options outstanding          
 September 1, 1993                   390,000      $0.25 - 0.50

Granted                              415,000             ----
Exercised                              ----              ----
Cancelled                          ( 130,000)         0.50      

Stock options outstanding
 August 31, 1994                     675,000       0.25 - 0.50

Granted                              200,000          0.25
Exercised                             ____            -----
Cancelled                          ( 200,000)         0.3125    

Stock options outstanding
 August 31, 1995                     675,000      $0.25 - 0.50

Exercisable at August 31, 1995       311,000      $0.25 - 0.50

Available for grant                  315,000

















Continued

                                      F-15
<PAGE>
                                SENSOTRON, INC.
                     (FORMERLY POWEREC INTERNATIONAL, INC.)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended August 31, 1995 and 1994

NOTE 13 - RELATED PARTY TRANSACTIONS

See Notes 6 and 8 for certain indebtedness to an
officer/shareholder of the
Company, Note 9 for certain indebtedness to shareholders, and
Note 10 for
facility lease agreement to an officer/shareholder.

Effective September 1, 1987, the Company entered into a Purchase
and Sale and
Security Agreement (the "Purchase and Sale and Security
Agreement") with the
President of the Company.  The terms of the agreement provide the
sale of
certain technology and intangible assets, such as trade secrets
and any
future developments, including patents, equaling 98% of his
interest therein,
to the Company for a quarterly royalty payment equal to 1% of
gross sales
revenue of at least $10,000,000 and 2% of gross sales thereafter,
until the
aggregate royalty payments received by him equal $20,000,000; the
agreement
requires minimum annual royalty payments of $25,000, which amount
was charged
to operations for the fiscal years ended August 31, 1995 and
1994.

The Company's President has a security interest in the
transferred technology
of collateral for the payments to him.

NOTE 14 - SIGNIFICANT CUSTOMERS AND CONCENTRATION OF CREDIT RISK

For the years ended August 31, 1995 and 1994 the Company had two
customers
that amounted to 17% and 6%, and 0% and 6%, respectively, of the
Company's
sales.  At August 31, 1995, such customers accounts receivable
were 0% and 0%
of total accounts receivable (gross).

NOTE 15 - LICENSE AGREEMENT

Effective June, 1991, the Company entered into an agreement and
granted a
limited license to a major Japanese corporation to manufacture,
use or sell
products resulting from their use of the Company's
Silicon-on-Sapphire
technology.  The license, for the sole benefit of this Japanese
corporation,
provided for a lump sum payment to the Company of $1,500,000 and
for future
royalties on net sales of manufactured products by the Japanese
corporation. 
The agreement is in effect for 10 years and the license and the
associated
rights therein, is limited to sales of the above mentioned
manufactured
products in the Far East.












Continued

                                      F-16
<PAGE>
                                SENSOTRON, INC.
                     (FORMERLY POWEREC INTERNATIONAL, INC.)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended August 31, 1995 and 1994

NOTE 16 - GAIN ON SETTLEMENT OF CONTRACT

Effective November 30, 1993, the Company entered into a
settlement agreement
with an entity whereby the Company received $250,000 in cash for
the
cancellation of an agreement to purchase and deliver a minimum
quantity of
the Company's products.  As a result of this settlement, the
Company recorded
a $250,000 gain in the consolidated statement of operations for
the year
ended August 31, 1994.

NOTE 17 - PROPOSED PUBLIC OFFERING

In September 1994, effective February, 1994, the Company entered
into an
underwriting agreement to raise equity capital, on a "best
efforts" basis,
through the issuance of capital units which contain five shares
of common
stock and two warrants to acquire common stock at market value.

The underwriting agreement was to provide for warrant terms,
options to be
issued to the underwriter to purchase units, payment by the
Company for
certain fees and expenses, restrictions on sales of securities by
the Company
and certain other warranties and covenants.  Also, the
underwriter had an
option to purchase an additional 15% of the total offering issued
in the
offering solely to cover over-allotments.

In March, 1995 the Company issued a private placement memorandum
authorizing
the sale of up to $5,000,000 of Series A Convertible Preferred
Stock.

The underwriter agreement was subsequently cancelled. Deferred
offering costs
in the amount of $507,562 have been charged to operations as the
secondary
offering has been unsuccessful. The Company is presently in the
process of
placing privately up to $8,000,000 of Sensotron common stock.  

Effective September 22, 1994, the Company entered into a
financial services
agreement whereby the Company issued 350,000 shares of its common
stock, held
in escrow to be released upon the receipt of specified funds by
the Company. 
The release was based on formulas beginning with the receipt of a
minimum
amount of $300,000 in capital.  This agreement was cancelled in
July, 1995

NOTE 18 - SUBSEQUENT EVENTS

In October, 1995, the Company executed a Letter of Intent with a
private
investor which if closed, will result in the infusion of $5.0
million dollars
to the the company in exchange for 20,000,000 shares of the
company's common
stock.  The transaction would be governed by Section 4(2) of the
Securities
Act and Rule 505 of Regulation D promulgated thereunder.

In November, 1995, the Company transferred 8,000,000 shares of
its  common
stock into escrow to be held until the receipt of specified 
funds by the Company.  This was a partial good faith transfer
awaiting final
completion of the agreement.



                                      F-17
<PAGE>
Item 401.  Directors and Executive Officers, Promoters and
Control Persons

     Armen Sahagen has been President and Director of the Company
since he
established the Company in 1985. In December, 1993 he resigned as
President
and became Chief Executive Officer.

     Jan Matthews joined the Company in 1987 as a Director and
Vice President
of Marketing.  Prior thereto, he worked in the sensor and
instrumentation
market for such companies as Texas Instruments, Viatran and
Schlumberger.  He
served as Vice President of the Statham Division of Schlumberger. 
He left
that company in 1986 to establish Comat, Inc. where he was
president until he
joined the Company in 1987.

     Joyce Sahagen is a Director and Secretary of the Company. 
She was
Business Administrator for the law firm of Layman, Jones & Dye
prior to
joining the Company in 1988.

     Ronald D. Dyer joined the Company in 1993 as Controller and
became Chief
Financial Officer in December 1993.  Prior thereto, he worked
primarily in
the electronics manufacturing industry for such companies as
Interstate
Electronics, Microdata, Wespercorp and Rogerson Aircraft.

Ken Pinkham joined the Company in 1995 as Vice President.  His
prior
experience was with Gulton Servonic, Bourns Instruments and Gould
Measurement
Systems.

Item 402. Executive Compensation

     The following table sets forth all cash compensation paid by
the Company
for services in all capacities during the fiscal year ended
August 31, 1995
to the Company's chief executive officer and each of the
executive officers
of the Company to whom the total cash compensation exceeded
$100,000, and to
all officers and directors as a group.

Name of Individual  Capacities
or Number of Group  Which Compensation  
Compensation        Was Received             Cash

Armen N. Sahagen    Chief Executive Officer  $ 89,369
All Officers and Directors
as a group (8 persons)                       $329,395

The Company does not pay fees to the Board of Directors

Item 403. Security Ownership of Certain Beneficial Owners and
Management

     The following table contains information at February 29,
1996 as to each
director, all officers and directors as a group and each person
who, to the
knowledge of the Company, was the beneficial owner of 5% or more
of the
outstanding shares of Common Stock of the Company.  Unless
otherwise noted,
the persons listed have sole voting and dispositive powers with
respect to
the shares held in their names.







                                       8

<PAGE>
Name of                  Number of Shares         Percentage
Beneficial Owner         Beneficially Owned (1)   of Common Stock

Armen N. Sahagen (2)     6,041,038                24.8%
Joyce A. Sahagen
5881 Engineer Drive
Huntington Beach, CA  92649

Jan D. Matthews (3)        211,000                  .9%
5881 Engineer Drive
Huntington Beach, CA 92649

Ron Dyer (4)               550,000                 2.3%     
5881 Engineer Drive
Huntington Beach, CA  92649   

Ken Pinkham (5)            417,692                 1.7%
5881 Engineer Drive
Huntington Beach, CA  92649

Michael Quinn (6)          833,000                 3.4%
5881 Engineer Drive
Huntington Beach, CA  92649

Buck Kamphausen (7)      2,206,908                 9.1%
1225 W K Street
Venecia, CA  94510

All directors and officers
 as a group (8 persons)  8,097,730                33.0%

(1)  Based on information furnished by such individuals

(2)  Excludes 260,000 shares owned by the grown children of Mr.
and Mrs.
     Sahagen, as to which Mr. and Mrs. Sahagen disclaim
beneficial ownership.

(3)  Includes options to purchase 100,000 shares of common stock
exercisable
     at $.50 per share and options to purchase 100,000 shares of
common stock
     at $.25 per share.  Does not include 11,267 shares owned by
the grown
     children of Mr. and Mrs. Matthews, as Mr. and Mrs. Matthews
disclaim
     beneficial ownership.

(4)  Includes options to purchase 40,000 shares of common stock
exercisable
     at $.25 per share.

(5)  Includes options to purchase 80,000 shares of common stock
exercisable
     at $.25 per share.

(6)  Excludes 32,000 shares owned by the grown children of Mr.
and Mrs.
     Quinn, as to which Mr. and Mrs. Quinn disclaim beneficial
ownership.

(7)  Includes 2,206,908 shares owned by various Mortuaries,
Cemeteries and
     Cremation societies which are owned by SML Corporation of
which Mr.
     Kamphausen is President.





                                       9 
<PAGE>
Item 404. Certain Relationships and Related Transactions.

     Amounts due officer/shareholder and notes payable
officers/shareholders
are presented in the financial statements in Item 310.  In
addition, the
Company has notes payable to a shareholder which is not an
officer or
director of the Company which is described in the financial
statements.  No
additional material items exist.

Item 405. Compliance with Section 16(a) of the Exchange Act

     The Company has not been advised of any noncompliance, with
respect to
any officer, director or beneficial owner of more than 10 percent
of common
stock, with Section 16a of the Exchange Act.  Securities counsel
is currently
reviewing the status of such compliance with officers, directors
and 10
percent beneficial owners of common stock during the year ended
August 31,
1995.











    






























10                                      

<PAGE>                             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 thereunto duly authorized.

                                        SENSOTRON, INC.

                                        By:                     
                                            ARMEN N. SAHAGEN, CEO


Date: 11/13/96            

     
     Pursuant to the requirements of the Securities Exchange Act
of 1934, this 
report has been signed below by the following persons on behalf
of the registran
t and in the capacities and on the dates indicated.

Signature                     Title            Date    

                              Chief Executive Officer     
11/13/96
Armen N. Sahagen

                              Secretary                   
11/13/96
Joyce A. Sahagen

                              Chief Financial             
11/13/96
Ronald D. Dyer                Officer