<PAGE>
                                  UNITED STATES
                       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

                           Commission File No. 2-13328
                  For the fiscal year ending November 30, 2001

                         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
       incorporation or organization)                    Identification No.)

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

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


          Securities registered pursuant to Section 12 (b) of the Act:
                                      None

          Securities registered pursuant to Section 12 (g) of the Act:
                           Common Shares, no par value

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 ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of Sentex Sensing Technology, Inc. Common Shares, no
par value, held by non-affiliates, computed by reference to the average of the
closing bid and asked prices as reported on the Over-the Counter Bulletin Board
on February 15, 2002: $5,088,246.

Number of shares of Common Shares (No Par Value) of SENTEX SENSING TECHNOLOGY,
Inc., issued and outstanding as of February 15, 2002 is 101,764,911
<PAGE>
           TRANSACTIONAL SMALL BUSINESS DISCLOSURE FORMAT (Check One)
                          Yes _____      No _____

                       DOCUMENTS INCORPORATED BY REFERENCE

Part IV - Item 13 - Exhibits, Financial Statement Schedules, and Reports on Form
8-K See Page 11


                                  ITEMS OMITTED

None


                                       2
<PAGE>
ITEM 1 BUSINESS

DEVELOPMENT OF BUSINESS

Initially formed in November 1980, under the name Sinex Corp., Sentex Sensing
Technology, Inc., a New Jersey corporation (the "company"), commenced the
commercial production of a portable explosives detector of its own design, the
T-54. In April 1984, the Company sold, in its initial public offering,
25,000,000 Common Shares, no par value of the Company (the "Common Shares").
Through fiscal 1996, the Company generally conducted the operations of its
business through Sentex Systems, Inc., a Delaware corporation and wholly owned
subsidiary of the Company ("Systems").

On March 1, 1996, certain shareholders of the Company sold a substantial portion
of their shares to CPS Capital, Ltd., an Ohio limited liability company,
("CPS"). As a result of such acquisition, CPS has become the principal
shareholder of the Company. CPS is controlled by Robert S. Kendall, the Chairman
and Chief Executive Officer of the Company.

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 a wholly owned subsidiary of the Company with and into
Monitek. Monitek had been operating as a wholly owned subsidiary of the Company.
Monitek also operated a portion of its business through a wholly owned German
subsidiary of Monitek named Monitek GmbH. Monitek designed, developed, assembled
and marketed instruments for the measurement of clarity (turbidity), suspended
solids content, color, purity, flow, level and volume of liquids in industrial
and waste water environments.

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

On July 2, 2000, the Company sold the business conducted by Monitek and Monitek
GmbH to Metrisa, Inc. ("MTRE") of Bedford, Massachusetts. Under terms of the
sale, the Company sold substantially all of its Monitek and Monitek GmbH assets
to Metrisa for cash, notes, the assumption of selected liabilities, and Metrisa
stock. The consideration received on the sale of the assets was not sufficient
to pay any dividends or distributions to the shareholders. Sentex is using
consideration received in the transaction to satisfy existing liabilities.

On July 2, 2001, the Company purchased Regency Technologies, LLC from Regency
Steel, LLC and other members. Regency Technologies provides a computer
hardware/software competence, and is a system designer and builder of
processors, hard drives and network products. This range of expertise can
contribute to the computer/internet requirements that will increasingly be
necessary to compete in the energy market. In connection with the acquisition,
the Company issued 1,250,000 Common Shares out of its Treasury, to the five
owners of Regency Technologies, LLC in a private offering. In addition, Regency
Technologies liquidates and resells used computer hardware and other capital
equipment via the internet and through direct customer contact. The Company also
announced that it had entered into a joint venture arrangement with
International Power Machinery Corporation, an 83 year old company that has been
furnishing power generation equipment to major industrial users, utilities,
independent power producers, co-ops and governmental entities around the world.
Traditionally, International Power Machinery sold and traded power equipment to
this customer base.


                                       3
<PAGE>
The Company believes that it could build on the power generation equipment and
services opportunity and add a measure of new business by virtue of its
financial expertise. The Company hopes to offer a leasing option using the
skills of its management team, which has extensive experience in financial
services and leasing of equipment.

Regency Technologies employs eight people.

ITEM 2 PROPERTIES

The sale of Monitek and Monitek GmbH to Metrisa left the Company with no
operating facilities. Administrative offices consist of approximately 5,000
square feet, which is shared with CPS at 1801 East Ninth Street, Cleveland, Ohio
44114.

ITEM 3 LEGAL PROCEEDINGS

A former manufacturers' representative has filed a lawsuit against Monitek GmbH,
captioned Foerster vs Monitek GmbH, in the District Court in Dusseldorf,
Germany, claiming unlawful termination of his contract with the Company and
asking for compensation under a German law protecting representatives of long
standing. The suit asks for a total of $118,000, based on the currency exchange
rate as of November 30, 2001. The suit has been subsequently dismissed.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

PART II

ITEM 5 MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The Company's Common Shares trade on the Over-the-Counter Bulletin Board. The
range of high and low closing bid prices by fiscal quarter was

<TABLE>
<CAPTION>
2001                                              HIGH                LOW
----                                              ----                ---
<S>                                               <C>                 <C>

1st Quarter                                       .10                 .04
2nd Quarter                                       .07                 .04
3rd Quarter                                       .06                 .04
4th Quarter                                       .06                 .02

2000
----

1st Quarter                                       .22                 .01
2nd Quarter                                       .44                 .06
3rd Quarter                                       .12                 .05
4th Quarter                                       .16                 .04
</TABLE>


                                       4
<PAGE>
The bid quotations represent interdealer quotations and do not include retail
markup, markdown or commissions, and may not represent actual transactions. On
February 15, 2002 there were 109,294,952 Common Shares issued, 101,764,911
Common Shares outstanding and approximately 1,250 holders of record of the
outstanding Common Shares. The Company has not paid a dividend since becoming a
public company in November of 1980. The Company does not plan to pay cash
dividends in the foreseeable future.

ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
       RESULTS OF OPERATIONS

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 Annual Report on Form 10-KSB, 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 business, as well as matters that are specific to the Company and the
markets it serves.

Specific risks to the Company include an inability of the Company to finance its
working capital needs. In light of this 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.

FINANCIAL CONDITION

Working Capital and Liquidity

During the last several fiscal years, the Company has incurred losses from
operations. In addition, the Company's certified public accountants, Hausser +
Taylor LLP, have included in their auditors' report, which covers the Company's
financial statements for the years ended November 30, 2000 and November 30,
2001, a statement that the Company's recurring losses from operations raised
substantial doubt about the Company's ability to continue as a going concern.
Subsequently, for fiscal 2001, the Company has sustained losses of approximately
$650,000. These losses have had a substantial adverse effect on the working
capital of the Company.

To address the Company's working capital needs, the Company, in July 1998
established a bank line of credit of $2,000,000, and in August 2001, in
connection with a refinancing, an additional $500,000 was provided, all of which
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 November 30, 2001, there was an outstanding borrowing
of $2,440,000 on those loans.

Without continued financial support from CPS or Mr. Kendall, the Company would
not generate sufficient cash in the next 12 months to meet its working capital
needs.


                                       5
<PAGE>
Net Operating Losses:  IC-DISC

The Company has approximately $13,700,000 in net operating losses as of fiscal
2001, which will expire at various dates through the year 2021 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 with Monitek, approximately
$6,265,000 of the $13,500,000 net operating losses may be subject to these
limitations and potentially may not be able to provide any economic benefit to
the Company.

RESULTS FROM OPERATIONS

Fiscal 2001 as Compared to Fiscal 2000

Fiscal 2001 results cannot be effectively compared to Fiscal 2000 due to the
sale of Monitek and Monitek GmbH to Metrisa, Inc. in July 2000.

The Company continues to incur significantly reduced selling, general and
administrative expenses. Debt service charges for the bank lines of credit and
the CPS/Robert S. Kendall loans will continue at an annual rate of approximately
$350,000.

CHANGES IN ACCOUNTING STANDARDS

New Authoritative Pronouncements -- In June 1998, SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," was issued. SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
hedging activities. SFAS No. 133, as amended, was effective for fiscal years
beginning after June 15, 2000. On December 1, 2000, the Company adopted the
provisions of Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements" ("SAB 101"). The adoptions of SFAS No. 133 and SAB 101 did
not have material effects on the financial position or results of operations of
the Company.

In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141, "Business Combinations." SFAS No. 141 requires the purchase method of
accounting for business combinations initiated after June 30, 2001 and
eliminates the pooling-of-interest method and further clarifies the criteria to
recognize intangible assets separately from goodwill. In June 2001, FASB issued
SFAS No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142,
goodwill and intangible assets deemed to have indefinite lives will no longer be
amortized but will be subject to periodic impairment tests. Other intangible
assets will continue to be amortized over their useful lives. SFAS No. 142 is
effective for fiscal years beginning after December 15, 2001. In June 2001, FASB
issued SFAS No. 143, "Accounting for Asset Retirement Obligations," which is
effective the first quarter of fiscal year 2003. SFAS No. 143 addresses
financial accounting and reporting for obligations associated with the
retirement of long-lived assets and the associated asset retirement cost. In
August 2001, FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which is effective the first quarter of fiscal
year 2003, SFAS No. 144 modifies and expands the financial accounting and
reporting for the impairment or disposal of long-lived assets other than
goodwill. The Company does not believe that the adoption of these four SFAS will
have a significant impact on its financial position or results of operations.

ITEM 7 FINANCIAL STATEMENTS

See Index to Financial Statements appearing on page F-2

ITEM 8 CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
       DISCLOSURE

None

PART III

ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
       COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

The Directors and Executive Officers of the Company are as follows:

<TABLE>
<CAPTION>
              Name                 Age         Position
              ----                 ---         --------
<S>                                <C>         <C>

              Robert S. Kendall     63         Chairman, President and Treasurer
              James S. O'Leary      64         Director
              Julius L. Hess        40         Director
              Ronald M. Lipson      67         Director
</TABLE>


                                       6
<PAGE>
ROBERT S. KENDALL has been the Chairman, President and Treasurer of the Company
since March 1, 1996. He is also President and Chairman of CPS, a mergers and
acquisitions company based in Cleveland. Until April 1996, he was also Chairman
of the Board and founder of LDI Corporation, an asset leasing and technology
services company which he, along with two others, founded in 1972. LDI was one
of the largest independent lessors of technology and computer equipment in the
United States. Mr. Kendall is also a general partner in NCP, Ltd., a real estate
partnership actively engaged in investing, acquiring, financing and managing
commercial, industrial and other properties. From 1969 to 1972, Mr. Kendall was
branch manager at Victor-Nixdorf Computer, a manufacturer and distributor of
computer systems. From 1963 to 1969, he was a salesman, financial specialist and
sales manager at Burroughs Corporation (now Unisys Corp.). Mr. Kendall graduated
from Case Western Reserve University with a bachelor's degree in psychology in
1960, and attended graduate school at John Carroll University.

JAMES S. O'LEARY has been employed by Monitek since August 1982 and has served
as his Executive Vice President, Secretary and Treasurer since April 1987. The
Company has retained his services and, from December 1996 through November 1998,
he served as Vice President of Finance and Chief Financial Officer. In December
1998, Mr. O'Leary was elected as a Director and was appointed Chief Operating
Officer of the Company. In September 1999, Mr. O'Leary resigned from his
position as Chief Operating Officer but he is still a Director.

JULIUS L. HESS has served as Assistant Vice President for CPS since November
1994 and is responsible for research and analysis. At CPS he serves as lead
analyst in the location and evaluation for acquisitions of publicly held
companies or divisions of companies which are believed to be undervalue, or
closely held companies with potential for appreciation. Prior to joining CPS,
Mr. Hess was Human Resources Manager for a division of GE Capital from 1990 to
1994. From 1989 to 1990, he was Senior Human Resources Representative for B. F.
Goodrich and prior thereto he was Compensation and Labor Relations Manager from
1986 to 1989 at the Mayo Clinic Medical Center. Mr. Hess graduated from Miami
University in Oxford, Ohio, with a bachelor's degree in political science in
1983 and attended graduate school at the University of Minnesota. Mr. Hess is
Mr. Kendall's son-in-law.

RONALD M. LIPSON has been an attorney for more than thirty five years in
Cleveland, Ohio, practicing in various areas including corporate, business, and
real estate law. He was the incorporating attorney for LDI Corporation and
formerly served as legal counsel and a director for LDI Corporation. Mr. Lipson
is also a general partner in G&C Properties, an Ohio real estate partnership
engaged in buying, selling and managing various types of real estate. Mr. Lipson
attended Ohio University and graduated from Adelbert College of Case Western
Reserve University with a bachelor's degree in business administration in 1955.
He also received a Doctor of Jurisprudence degree in 1958 from Case Western
Reserve University School of Law.

There were no meetings of the Company's Board of Directors during the fiscal
year ended November 30, 2001.

The Company's Board of Directors does not currently have a nominating committee,
audit committee or a compensation committee.


                                       7
<PAGE>
ITEM 10 EXECUTIVE COMPENSATION

The following information is set forth with respect to the Company's Chief
Executive Officer. No other executive officer whose total compensation exceeded
$100,000 for the fiscal year ended November 30, 2001.

<TABLE>
<CAPTION>
                                       ANNUAL COMPENSATION
                                       -------------------
                                                                       OTHER ANNUAL
                                 YEAR        SALARIES        BONUS     COMPENSATION
                                 ----        --------        -----     ------------
<S>                              <C>       <C>               <C>       <C>

Robert S. Kendall                2001      $200,000 (1)       -0-          -0-
  (Chief Executive Officer)      2000      $200,000 (1)       -0-          -0-
                                 1999      $200,000 (1)       -0-          -0-
</TABLE>

         1.   Represents compensation paid to CPS for management services
              rendered. (See Item 12). Amounts assigned to Mr. Kendall
              represent the allocation provided the Company by CPS at the
              Company's request, and may not actually represent any sum
              actually paid to him by CPS. Since May 31, 1997, the Company
              has not made any payments to CPS for management services but
              has accrued for such fees through June 30, 2000,

Long-Term Compensation:

No long-term compensation was paid during the fiscal years ended November 30,
2001, 2000, or 1999 to any executive officer of the Company by way of restricted
stock awards, options or stock appreciation rights, or other long-term incentive
plans.

Stock Options:

The Company adopted the Plan at a special meeting of its shareholders held on
November 14, 1996 (See Item 4). Under the Plan, the Company may grant different
types of options covering up to 7,000,000 Common Shares to its existing and
future directors, officers and employees. As of November 30, 2001, there were no
Company stock options held by the directors or executive officers of the
Company.

Compensation Pursuant to Plans:

The Company has no plans pursuant to which cash or non-cash equivalents were
paid during the fiscal years ended November 30, 2001, 2000, or 1999.

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
        MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Common Shares as of February 25, 2002 by: (a) the Company's
Directors; (b) each other person who is known by the Company to own beneficially
more than 5% of the outstanding Common Shares; and (c) the Company's executive
officers and Directors as a group. Except as otherwise described in the notes
below, the following beneficial owners have sole voting poser and sole
investment power with respect to all Common Shares set forth opposite their
names.


                                       8
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS                      AMOUNT AND NATURE
OF BENEFICIAL OWNER (1)               OF BENEFICIAL OWNER           PERCENTAGE
-----------------------               -------------------           ----------
<S>                                   <C>                           <C>

Robert S. Kendall (2)                     47,700,814                  47.4%

James S. O'Leary                                 --                    --

Julius L. Hess                                   --                    --

Ronald M. Lipson                             687,500                    *
3 Laurel Hill Lane
Pepper Pike, Ohio 44124

CPS Capital, Limited (3)                  47,700,814                  47.4%
1801 East Ninth Street
Cleveland, Ohio 44114

All Directors and Officers                48,388,314                  48.1%
(as a group persons)
</TABLE>

         1.   The name and address of each individual is listed in the table,
              except where otherwise indicated, is c/o Sentex Sensing
              Technology, Inc., 1801 East Ninth Street, Cleveland, Ohio 44114.

         2.   The Common Shares set forth herein with respect to Mr. Kendall are
              all held of record by CPS or are beneficially owned by CPS. Mr.
              Kendall and his wife own 100% of the outstanding membership
              interests in CPS.

         3.   CPS is the record holder of 47,700,714 Common Shares and has sole
              voting and dispositive power with respect to such shares.

         *    Represents less than 1% of the outstanding Common Shares.

SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING REQUIREMENTS

As required under the securities laws of the United States, the Company's
directors, its executive (and certain other) officers, and any persons holding
ten percent or more of the Common Shares must report on their ownership of the
Common Shares and any changes in that ownership to the Securities and Exchange
Commission and to the National Association of Securities Dealers, Inc.'s
Automated Quotation System. Specific due dates for those reports have been
established.


                                       9
<PAGE>
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CPS Management Agreement:

After CPS acquired effective control of the Company, CPS entered into a
Management Agreement with the Company, which was effective on March 1, 1996.
(the "Original Management Agreement"). In connection with the execution of the
Merger Agreement, CPS and the Company entered into an Amended and Restated
Management Agreement (the "Amended and Restated Management Agreement"). Pursuant
to the Original Management Agreement, CPS agreed to cause its personnel to
perform the functions that would normally be performed by officers of the
Company. Presently, such personnel consist mainly of Mr. Kendall, the Chairman
of CPS and William R. Sprow the Controller of CPS. In order to permit Mr.
Kendall and Mr. Sprow to function as officers and for them to be properly
insured as officers of the Company, Mr. Kendall has been elected as the
President and Treasurer of the Company and Mr. Sprow has been elected Chief
Financial Officer of the Company.

Under the terms of the Original Management Agreement, CPS received an annual fee
of $193,800, which was payable monthly. Under the terms of the Amended and
Restated Management Agreement, the annual fee was increased to $393,800 to
account for the increase in tasks and responsibilities relating to the operation
of Monitek. Due to the present financial condition of the Company, CPS has not
received payment under the Amended and Restated Management Services Agreement
since May 1997, but the Company has accrued such expense. 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 accrue management fees equaling $196,900, representing fees for the
second half of fiscal 1997. All the shares acquired by CPS were acquired for
investment purposes.

In December 1997, CPS and the Company agreed to a reduced management fee of
$250,000 for fiscal 1998 and in December 1998, the parties agreed to reduce the
fee to $300,000 for fiscal 1999 and subsequent years. CPS and the Company have
agreed that the balance due as of November 30, 2000, which totals $442,000, will
be paid at some future time when the financial condition of the Company
improves.

Working Capital Assistance:

During fiscal 1997 through fiscal 2001, CPS and Mr. Kendall provided the Company
assistance in connection with funding its working capital needs in the form of
loans and security for bank loans. From May 1997 through November 2001, CPS
provided the Company a series of temporary capital loans at a prime interest
rate plus 100 basis points. The outstanding balance of such loans total
$2,439,519, including accrued interest, as of November 30, 2001. From time to
time, Mr. Kendall has also provided security to banks by permitting the banks to
obtain a security interest in Mr. Kendall's personal assets and/or providing
guarantees so the Company could obtain financing from the Bank. Except for the
interest to be received on the loans provided by CPS, neither Mr. Kendall nor
CPS has received nor will receive any remuneration in connection with providing
such working capital assistance to the Company unless the notes are converted
into Common Shares at some future date. The Company believes the interest
payable to CPS is and was on terms no less favorable than could be obtained
pursuant to an arms-length transaction.


                                       10
<PAGE>
ITEM 13 EXHIBITS, LISTS AND REPORTS ON FORM 8-K

(A)  EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                        EXHIBIT DESCRIPTION
------                        -------------------
<S>           <C>

   3.1        Certificate of Incorporation, as amended (3)

   3.2        First Amended and Restated Bylaws of the Company (6)

   3.3        Certificate of Incorporation of Sentex Acquisition Corp. (4)

   3.5        Certificate of Merger (Sentex Systems, Inc. into Sentex) (4)

   3.6        Certificate of Incorporation of Sentex Systems, Inc. (5)

   4.1        Specimen Certificate of Common Shares (3)

   10.2       Consulting Agreement with Ms. Joanne Bianco, dated March 1, 1996 (2)

   10.3       Sentex 1996 Long-Term Incentive Stock Option Plan (1)

   21.1       List of Subsidiaries (6)

   27.1*      Financial Data Schedule
</TABLE>


         1.   Incorporated by reference to Annex A of the Joint Proxy
              Statement/Prospectus which is a part of Amendment No. 1 to the
              Registration Statement on Form S-4, filed on October 4, 1996, File
              No. 333-12993 (the "Registration Statement").

         2.   Incorporated by reference to exhibits of the Registration
              Statement bearing the same exhibit numbers.

         3.   Incorporated by reference to exhibits bearing same exhibit
              numbers, filed with the Company's Registration Statement on Form
              S-1, File No. 2-86860.

         4.   Incorporated by reference to exhibits bearing the same exhibit
              numbers, file with the Company's Form 10-KSB for the fiscal year
              ended November 30, 1992.

         5.   Incorporated by reference to exhibits bearing the same exhibit
              numbers, filed with the Company's Form 10-KSB for the fiscal year
              ended November 30, 1984.

         6.   Incorporated by reference to exhibits bearing the same exhibit
              numbers, filed with the Company's Form 10-KSB for the fiscal year
              ended November 30, 1996.

         *    Filed herewith


                                       11
<PAGE>
(B) REPORTS ON FORM 8-K

None

SIGNATURE

Pursuant to the requirements of Sections 13 or 15 (d) 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.

Date:  March 13, 2002             SENTEX SENSING TECHNOLOGY, INC.

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the Registrant and in
the capacities and on the dates indicated:


<TABLE>
<S>                               <C>                                       <C>
/s/ Robert S. Kendall
--------------------------
Robert S. Kendall                 Chairman, President and Treasurer         March 13, 2002

/s/ Julius L. Hess
--------------------------
Julius L. Hess                    Director                                  March 13, 2002

/s/ Ronald M. Lipson
--------------------------
Ronald M. Lipson                  Director                                  March 13, 2002

/s/ James S. O'Leary
--------------------------
James S. O'Leary                  Director                                  March 13, 2002

/s/ William R. Sprow
--------------------------
William R. Sprow                  Chief Financial Officer                   March 13, 2002
</TABLE>


                                       12
<PAGE>
                         SENTEX SENSING TECHNOLOGY, INC.

                                AND SUBSIDIARIES

                          CONSOLIDATED FINANCIAL REPORT


                                      F-1
<PAGE>
                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

                                    CONTENTS

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       Page
<S>                                                                 <C>
AUDITORS' REPORT ON THE FINANCIAL STATEMENTS                           F-3

FINANCIAL STATEMENTS
    Consolidated balance sheet                                         F-4
    Consolidated statements of operations                              F-5
    Consolidated statements of stockholders' equity                    F-6
    Consolidated statements of cash flows                              F-7
    Notes to consolidated financial statements                      F-8 - F-16
</TABLE>


                                      F-2
<PAGE>
                          Independent Auditors' Report

To the Board of Directors and Stockholders
Sentex Sensing Technology, Inc.
Cleveland, Ohio

         We have audited the accompanying consolidated balance sheet of Sentex
Sensing Technology, Inc. and subsidiaries as of November 30, 2001, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the two years in the period ended November 30, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Sentex
Sensing Technology, Inc. and subsidiaries as of November 30, 2001, and the
consolidated results of their operations and their cash flows for each of the
two years in the period ended November 30, 2001, in conformity with accounting
principles generally accepted in the United States of America.

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2A to the
financial statements, the Company has in the past and continues to sustain
substantial net and operating losses. In addition, the Company has used
substantial amounts of working capital in its operations which has reduced the
Company's liquidity to a very low level. At November 30, 2001, current
liabilities exceed current assets by $5,512,562. Additionally, at November 30,
2001, the Company has limited operations and its stock is no longer listed on
the NASDAQ Small Cap Market tier of the NASDAQ stock market and is now traded on
the Over-the-Counter Bulletin Board which might limit the Company's ability to
raise equity capital. These matters raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include
any adjustments relating to the recoverability and classification of recorded
assets or the amounts and classification of liabilities that might be necessary
in the event the Company cannot continue in existence.

Cleveland, Ohio
March 11, 2002                                         Hausser & Taylor LLP



                                      F-3
<PAGE>
                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                November 30, 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                      <C>          <C>          <C>
                      ASSETS
CURRENT ASSETS
  Accounts receivable                                                 $   36,729
  Current portion of notes receivable                                    106,414
                                                                      ----------
    Total current assets                                                           $   143,143

EQUIPMENT

  Computer equipment                                                       4,009
  Less accumulated depreciation                                              401         3,608
                                                                      ----------

OTHER ASSETS

  Restricted stock investment                                            160,000
  Note receivable - net of current portion of $106,414                   274,902
  Goodwill                                                                36,042       470,944
                                                                      ----------   -----------

                                                                                   $   617,695

         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Notes payable:

    Bank                                                 $ 2,500,000
    Related party                                          2,439,519  $4,939,519
                                                         -----------
  Trade accounts payable ($441,671 to related party)                     509,964
  Accrued liabilities                                                    161,850
  Consulting contracts payable                                            31,949
  Convertible subordinated notes payable                                  12,423
                                                                      ----------
    Total current liabilities                                                      $ 5,655,705

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Common stock, no par value
    Authorized - 200,000,000 shares
    Issued - 109,460,911 shares

    Outstanding - 101,764,911 shares                                   2,867,579
  Retained earnings (deficit)                                         (7,636,121)
  Treasury shares at cost, 7,696,000 shares                             (269,468)
                                                                      ----------
    Total stockholders' equity                                                      (5,038,010)
                                                                                   -----------

                                                                                   $   617,695
</TABLE>


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


                                      F-4
<PAGE>
                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                     Years Ended November 30, 2001 and 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                           2001                2000
                                                                      ------------         ------------
<S>                                                                   <C>                  <C>
REVENUES

  Sales                                                               $    279,077         $         --
  Interest and other income                                                 42,981                9,821
                                                                      ------------         ------------
    Total revenues                                                         322,058                9,821

COST AND EXPENSES
  Cost of sales                                                            142,821                   --
  Administrative                                                           486,662              544,644
  Research and development                                                      --               71,290
                                                                      ------------         ------------
    Total costs and expenses                                               629,483              615,934
                                                                      ------------         ------------

LOSS FROM OPERATIONS                                                      (307,425)            (606,113)

OTHER EXPENSE

  Interest                                                                 343,044              367,716
  Loss on restricted stock investment                                      219,200                   --
                                                                      ------------         ------------
                                                                           562,244              367,716
                                                                      ------------         ------------

LOSS FROM CONTINUING OPERATIONS BEFORE
  PROVISION FOR INCOME TAX EXPENSE                                        (869,669)            (973,829)

PROVISION FOR INCOME TAX EXPENSE                                                --                   --
                                                                      ------------         ------------

LOSS FROM CONTINUING OPERATIONS                                           (869,669)            (973,829)

LOSS FROM DISCONTINUED OPERATIONS
  Loss from operations of discontinued business                                 --             (621,973)
  Gain on disposal of discontinued business (net of goodwill
    write-off of $350,192)                                                      --               29,008
                                                                      ------------         ------------
      Total loss from discontinued operations                                   --             (592,965)
                                                                      ------------         ------------

NET LOSS                                                              $   (869,669)        $ (1,566,794)
                                                                      ============         ============


NET LOSS PER SHARE (BASIC AND DILUTED)                                $      (0.01)        $      (0.02)
                                                                      ============         ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                          101,038,884          100,514,911
                                                                      ============         ============
</TABLE>

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


                                      F-5
<PAGE>
                  SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                Years Ended November 30, 2001 and 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                        Accumulated
                                           Common Stock           Retained         Treasury Stock           Other          Total
                                     ------------------------     Earnings     ---------------------   Comprehensive   Stockholders'
                                        Shares       Amount       (Deficit)      Shares     Amount      Income (Loss)     Equity
                                     -----------   ----------   ------------   ----------  ---------   -------------   ------------

<S>                                  <C>           <C>          <C>            <C>         <C>         <C>             <C>
Balance - December 1, 1999           109,460,911   $2,880,079   $ (5,199,658)   8,946,000  $(313,218)  $      30,425   $ (2,602,372)

Comprehensive income (loss)
  Net loss                                    --           --     (1,566,794)          --         --              --     (1,566,794)
  Less: reclassification adjustment
    for income included in net loss           --           --             --           --         --         (30,425)       (30,425)
  Comprehensive income (loss)         (1,597,219)
                                     -----------   ----------   ------------   ----------  ---------   -------------   ------------

Balance - November 30, 2000          109,460,911    2,880,079     (6,766,452)   8,946,000   (313,218)             --     (4,199,591)

Issuance of common stock                      --      (12,500)    (1,250,000)      43,750         --          31,250

Comprehensive loss

  Net loss                                    --           --       (869,669)          --         --              --       (869,669)
                                     -----------   ----------   ------------   ----------  ---------   -------------   ------------

Balance - November 30, 2001          109,460,911   $2,867,579   $ (7,636,121)   7,696,000  $(269,468)  $          --   $ (5,038,010)
                                     ===========   ==========   ============   ==========  =========   =============   ============
</TABLE>

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


                                      F-6
<PAGE>
                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     Years Ended November 30, 2001 and 2000
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                            2001              2000
                                                                        -----------       -----------
<S>                                                                     <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                              $  (869,669)      $(1,566,794)
    Adjustments to reconcile net loss to net cash
      used by operating activities:
    Amortization of discount on convertible subordinated
      notes payable                                                              --             1,075
    Depreciation, amortization and write down of intangible assets
      of $160,000 in 2000                                                       401           363,311
    Loss on restricted stock investment                                     219,200                --
    Translation and other adjustments                                            --           (30,425)
    Gain on sale of assets, net of goodwill write-off of $350,192                --           (29,008)
    Changes in assets and liabilities:
      Accounts receivable                                                   (24,386)          208,496
      Inventories                                                                --           253,121
      Other current assets                                                       --            36,670
      Other assets                                                               --            14,395
      Accounts payable                                                       15,778            14,199
      Accrued expenses and other current liabilities                        (19,708)         (119,563)
                                                                        -----------       -----------
        Total adjustments                                                   191,285           712,271
                                                                        -----------       -----------
          Net cash used by operating activities                            (678,384)         (854,523)

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sale of assets                                                   --           500,000
  Cash from Regency Technologies                                              6,503                --
  Proceeds on note receivable                                                44,339                --
                                                                        -----------       -----------
    Net cash provided by investing activities                                50,842           500,000

CASH FLOWS FROM FINANCING ACTIVITIES
  Net proceeds on note payable - bank                                       500,000                --
  Net proceeds on note payable - related party                               88,042           646,245
  Payments on consulting contracts                                         (128,551)         (138,951)
                                                                        -----------       -----------
    Net cash provided by financing activities                               459,491           507,294
                                                                        -----------       -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       (168,051)          152,771

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                               168,051            15,280
                                                                        -----------       -----------

CASH AND CASH EQUIVALENTS - END OF YEAR                                 $        --       $   168,051
                                                                        ===========       ===========

Supplemental disclosure of cash flow information:
  Cash paid during the year for:
    Interest                                                            $   165,169       $   225,957
</TABLE>

See notes to the consolidated financial statements for certain noncash investing
and financing activities.

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


                                      F-7
<PAGE>
                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  ORGANIZATION, BACKGROUND, INDUSTRY SEGMENT AND DISCONTINUED OPERATIONS

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

         On July 2, 2001, the Company acquired Regency Technologies, Ltd. from
         Regency Steel, LLC. Regency Technologies, Ltd. provides computer
         hardware/software competence and is a system designer and builder of
         processors, hard drives and network products. In connection with the
         acquisition, the Company issued 1,250,000 common shares held in
         treasury in exchange for 100% of Regency Technologies, Ltd. The
         Company's only significant operations in the year ended November 30,
         2001 consisted of Regency Technologies, Ltd.'s operations.

         Prior to the current year, the Company's business was confined to a
         single industry segment, designing and manufacturing of analysis
         equipment. Operations were conducted through the Company's wholly-owned
         subsidiaries, Sentex Systems, Inc., Monitek Technologies, Inc.
         ("Monitek"), its wholly-owned subsidiary, Monitek GmbH (which operated
         in Continental Europe), and Cypress Instruments, Inc. Sentex Systems,
         Inc.'s assets and operations were disposed of in the year ended
         November 30, 1998. Effective July 1, 2000, the Company sold
         substantially all of the net assets of Monitek and its wholly-owned
         subsidiary to Metrisa, Inc. ("Metrisa"), a Delaware corporation. This
         business has been accounted for as a discontinued operation and the
         results of operations have been excluded from continuing operations in
         the consolidated statements of operations for all periods presented.
         Monitek's assets were sold for an aggregate consideration of $1,627,053
         consisting of a cash payment of $500,000, a promissory note in the
         amount of $425,655, an aggregate of 160,000 shares of Metrisa's common
         stock, $.50 par value, valued at $2.37 per share ($379,200) and the
         assumption of liabilities of $322,198. The Company recorded a net gain
         of $29,008 in connection with the transaction.

         Financial information relating to the discontinued operations of
         Monitek follows:

<TABLE>
<CAPTION>
                                                                Year Ended
                                                            November 30, 2000
                                                            -----------------
<S>                                                         <C>
               REVENUES
                 Net sales                                     $ 1,937,266

               COST AND EXPENSES
                 Cost of sales                                   1,215,047
                 Selling and general                             1,344,192
                                                               -----------
                   Total costs and expenses                      2,559,239
                                                               -----------

               LOSS FROM OPERATIONS OF
                 DISCONTINUED OPERATIONS                       $  (621,973)
                                                               ===========
</TABLE>

         As of November 30, 2000, all of the Company's operating assets had been
         disposed of and the related operating activities had been discontinued.


                                      F-8
<PAGE>
                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         A.       Going Concern - The accompanying financial statements have
                  been prepared in conformity with accounting principles
                  generally accepted in the United States of America, which
                  contemplate continuation of the Company as a going concern.
                  However, the Company has in the past and continues to sustain
                  substantial net and operating losses. In addition, the Company
                  has used substantial amounts of working capital in its
                  operations which has reduced the Company's liquidity to a very
                  low level. At November 30, 2001, current liabilities exceed
                  current assets by $5,512,562. Additionally, at November 30,
                  2001, the Company has limited operations and its stock is no
                  longer listed on the NASDAQ Small Cap Market tier of the
                  NASDAQ stock market and is now traded on the Over-the-Counter
                  Bulletin Board which might limit the Company's ability to
                  raise equity capital. These matters raise substantial doubt
                  about the Company's ability to continue as a going concern.
                  The financial statements do not include any adjustments
                  relating to the recoverability and classification of recorded
                  assets or the amounts and classification of liabilities that
                  might be necessary in the event the Company cannot continue in
                  existence. The Company's ability to continue in existence is
                  primarily dependent upon its ability to arrange adequate
                  financing and to attain profitable operating activities to
                  sustain required cash flows.

         B.       Equipment - Depreciation and amortization are computed using
                  the straight-line method over the estimated useful lives of
                  the respective assets. When assets are retired or otherwise
                  disposed of, the cost and related accumulated depreciation or
                  amortization are removed from the accounts and any resulting
                  gain or loss is recognized in income or loss for the period.
                  The cost of maintenance and repairs is included in the
                  statements of operations as incurred; significant renewals and
                  betterments are capitalized.

         C.       Revenue Recognition - The Company records revenue as customers
                  are billed for consulting services or delivery of hardware
                  products. Prior to the disposal of the operations of Sentex
                  Systems, Inc. and Monitek, the Company recorded revenue as
                  products were shipped to customers.

         D.       Research and Development Costs - Prior to the disposal of the
                  operations of Sentex Systems, Inc. and Monitek, research and
                  development costs were expensed as incurred.

         E.       Cash and Cash Equivalents - Cash equivalents are comprised of
                  certain highly liquid investments with a maturity of three
                  months or less when purchased.

         F.       Concentration of Credit and Risk Factors - Financial
                  instruments which potentially subject the Company to
                  concentrations of credit risk include cash and equivalents.
                  The Company places its cash and cash equivalents with high
                  credit quality financial institutions. The amount on deposit
                  in any one institution that exceeds federally insured limits
                  is subject to credit risk. See also Notes 2.I. and 4.

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


                                      F-9
<PAGE>
                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         H.       Income Taxes - The Company utilizes Statement of Financial
                  Accounting Standards ("SFAS") No. 109, "Accounting for Income
                  Taxes," which requires an asset and liability approach to
                  financial accounting and reporting for income taxes. The
                  difference between the financial statement and tax basis of
                  assets and liabilities is determined annually. Deferred income
                  tax assets and liabilities are computed for those temporary
                  differences that have future tax consequences using the
                  current enacted tax laws and rates that apply to the periods
                  in which they are expected to affect taxable income. Valuation
                  allowances are established, if necessary, to reduce the
                  deferred tax asset to the amount that will, more likely than
                  not, be realized. Income tax expense is the current tax
                  payable or refundable for the period plus or minus the net
                  change in the deferred tax assets and liabilities.

         I.       Fair Value of Certain Financial Instruments - The fair values
                  of cash, accounts receivable, accounts payable and other
                  short-term obligations approximate their carrying values
                  because of the short maturity of these financial instruments.
                  See Note 4 regarding the Company's note receivable.

         J.       Loss Per Share - Loss per share is calculated using the
                  weighted average number of shares outstanding. Potentially
                  dilutive securities are insignificant.

         K.       New Authoritative Pronouncements - In June 1998, SFAS No. 133,
                  "Accounting for Derivative Instruments and Hedging
                  Activities," was issued. SFAS No. 133 establishes accounting
                  and reporting standards for derivative instruments and hedging
                  activities. SFAS No. 133, as amended, was effective for fiscal
                  years beginning after June 15, 2000. On December 1, 2000, the
                  Company adopted the provisions of Staff Accounting Bulletin
                  No. 101, "Revenue Recognition in Financial Statements" ("SAB
                  101"). The adoptions of SFAS No. 133 and SAB 101 did not have
                  material effects on the financial position or results of
                  operations of the Company.

                  In June 2001, the Financial Accounting Standards Board
                  ("FASB") issued SFAS No. 141, "Business Combinations." SFAS
                  No. 141 requires the purchase method of accounting for
                  business combinations initiated after June 30, 2001 and
                  eliminates the pooling-of-interest method and further
                  clarifies the criteria to recognize intangible assets
                  separately from goodwill. In June 2001, FASB issued SFAS No.
                  142, "Goodwill and Other Intangible Assets." Under SFAS No.
                  142, goodwill and intangible assets deemed to have indefinite
                  lives will no longer be amortized but will be subject to
                  periodic impairment tests. Other intangible assets will
                  continue to be amortized over their useful lives. SFAS No. 142
                  is effective for fiscal years beginning after December 15,
                  2001. In June 2001, FASB issued SFAS No. 143, "Accounting for
                  Asset Retirement Obligations," which is effective the first
                  quarter of fiscal year 2003. SFAS No. 143 addresses financial
                  accounting and reporting for obligations associated with the
                  retirement of long-lived assets and the associated asset
                  retirement cost. In August 2001, FASB issued SFAS No. 144,
                  "Accounting for the Impairment or Disposal of Long-Lived
                  Assets," which is effective the first quarter of fiscal year
                  2003. SFAS No. 144 modifies and expands the financial
                  accounting and reporting for the impairment or disposal of
                  long-lived assets other than goodwill. The Company does not
                  believe that the adoption of these four SFAS will have a
                  significant impact on its financial position or results of
                  operations.


                                      F-10
<PAGE>
                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 3.  ACQUISITION OF REGENCY TECHNOLOGIES, LTD.

         In July 2001, the stockholders of Sentex Sensing Technology, Inc. and
         the members of Regency Technologies, Ltd. (an Ohio limited liability
         company) approved a merger whereby Regency Technologies, Ltd. became a
         wholly-owned subsidiary of Sentex Sensing Technology, Inc., through the
         issuance of 1,250,000 shares of Sentex common stock in exchange for
         100% of the member interest in Regency Technology, Ltd.

         In the transaction, accounted for as a purchase, the Company issued
         1,250,000 common shares, previously held in treasury at a cost of $.035
         per share, for an aggregate purchase price of $31,250, approximating a
         fair market value of $.025 per share. The resulting goodwill of $36,042
         is the excess of the purchase price over the net deficit (assets of
         $18,854 and liabilities of $23,646) of Regency Technologies, Ltd. The
         operations of Regency Technologies, Ltd. are included in the Company's
         financial statement from the acquisition date.

         The following unaudited pro forma summary presents the consolidated
         results of operations of the Company as if the business combination had
         occurred on December 1, 2000. Regency Technologies, Ltd. had no
         operations prior to November 16, 2000.

<TABLE>
<CAPTION>
                                                                  Unaudited
                                                                  ---------
<S>                                                             <C>
               Revenue                                            $ 328,484
               Net loss                                            (655,528)
               Loss per share                                         (0.01)
</TABLE>

         The above amounts are based upon certain assumptions and estimates
         which the Company believes are reasonable. The unaudited pro forma
         results do not necessarily represent results which would have occurred
         if the business combination had taken place at the date and on the
         basis assumed above.

NOTE 4.  NOTE RECEIVABLE

         Note receivable, in the original amount of $425,655 and having a
         balance of $381,316 at November 30, 2001, consists of a single
         promissory note dated July 1, 2000, due from Metrisa (see Notes 1 and
         5). Amounts due under the note bear interest payable and due monthly at
         the prime rate. The note is payable in forty-eight monthly installments
         of $8,868 beginning July 1, 2001. The note is secured by certain assets
         of Metrisa and is subordinated to Metrisa's senior debt. At November
         30, 2001, Metrisa is current on its interest and principal payments to
         the Company and management of the Company estimates, at November 30,
         2001, the carrying value of the note approximates fair value. However,
         Metrisa has recently experienced operating losses and liquidity
         problems. If such losses continue or if Metrisa's liquidity does not
         improve, the estimate of fair value of the note could significantly and
         materially change.


                                      F-11
<PAGE>
                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 5.  RESTRICTED STOCK INVESTMENT

         At November 30, 2001, the Company owns 160,000 shares of Metrisa, Inc.
         common stock which represents approximately 11% (not including the
         effect of dilutive securities) of the outstanding common stock of
         Metrisa. The unregistered stock was received in a private transaction
         as partial consideration for the sale of the net assets and operations
         of Monitek (see Note 1). The stock is subject to "Rule 144" covering
         the purchase, resale and holding periods of "restricted securities."
         Metrisa is subject to Section 15(d) reporting requirements of the
         Securities Exchange Act of 1934, however, Metrisa's common stock is not
         quoted on a securities exchange registered with the SEC or in the
         over-the-counter market. There currently does not exist an active
         trading market for Metrisa's securities and there are less than 350
         holders of Metrisa's outstanding common stock at November 30, 2001.

         The Company does not consider the stock to be "trading securities," as
         defined under Statement of Financial Accounting Standards No. 115,
         "Accounting for Certain Investments in Debt and Equity Securities." Due
         to limited or non-existent trading activity, assessing current market
         values is difficult. However, at November 30, 2001, management was able
         to obtain certain market value information to assess the carrying value
         of its interest in Metrisa. The $219,200 difference between the cost
         ($379,200) and estimated value ($160,000) has been recognized as a
         realized loss on the statement of operations.

         Metrisa was incorporated in Delaware and is a product development,
         manufacturing and contract test services company which specializes in
         manufacturing instruments and providing contract test services for
         measuring the properties of a wide variety of materials, liquids and
         gases.

NOTE 6.  ACCRUED LIABILITIES

         Accrued liabilities consist of the following at November 30, 2001:

<TABLE>
<S>                                                          <C>
               Pension                                       $ 100,000
               Other                                            61,850
                                                             ---------

                                                             $ 161,850
                                                             =========
</TABLE>

NOTE 7.  NOTES PAYABLE - BANK AND OTHER BORROWING ARRANGEMENTS

         The Company has available a $2,500,000 demand line of credit secured by
         the Company's assets and the assets and guarantee of the Company's
         Chairman of the Board. Interest is charged at LIBOR plus 200 basis
         points (5.7% as of November 30, 2001) and is payable monthly. Amounts
         outstanding under the line amounted to $2,500,000 at November 30, 2001.

         During the years ended November 30, 2001 and 2000, a principal
         shareholder and the Company's Chairman provided the Company assistance
         in connection with funding its working capital needs in the form of
         loans and security for bank loans. As of November 30, 2001, the Company
         had notes payable of $2,439,519 including accrued interest of
         approximately $487,000 (bearing interest at 1% over the prime rate) to
         its principal shareholder, CPS Capital, Ltd., in connection with such
         unsecured loans.

         Interest expense for the years ended November 30, 2001 and 2000
         amounted to $343,044 and $367,716, respectively.


                                      F-12
<PAGE>
                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 8.  CONVERTIBLE SUBORDINATED NOTES PAYABLE

         Convertible subordinated notes payable of $12,423 are subordinated to
         all present and future obligations of the Company and have a stated
         interest rate of 5.05% per annum. The notes can be converted at the
         holders' or Company's option into that number of shares by dividing the
         face amount of the note by $.075. The conversion terms contain standard
         anti-dilutive provisions to adjust the conversion price. The notes
         matured December 1, 2000.

NOTE 9.  COMMITMENTS AND CONTINGENCIES

         The Company leased certain equipment and occupied premises under
         various operating leases. Rental expense amounted to approximately
         $135,000 for the year ended November 30, 2000. As of November 30, 2001,
         the Company is not obligated under any long-term lease contracts.

NOTE 10. STOCK INCENTIVE PLAN

         The Company has a long-term incentive plan ("Incentive Plan") to
         provide current and future directors, officers and employees incentives
         to stimulate their active interest in the development and financial
         success of the Company. The Incentive Plan provides for the granting of
         "incentive stock options," under Section 422 of the Internal Revenue
         Code of 1986, as amended, or other stock options, stock appreciation
         rights, restricted or nonrestricted stock awards to purchase not more
         than 7,000,000 shares (which shares have been reserved by the Company)
         of common stock as determined by the Company's Incentive Plan Committee
         (the "Committee"). The option prices per share of common stock, which
         is the subject of incentive stock options and other stock options under
         the Incentive Plan, shall not be less than 100% of the fair market
         value of the Company's shares of common stock on the date such option
         is granted. The Committee shall determine when each option is to expire
         but no option shall be exercisable for a period of more than 10 years
         from the date upon which the option is granted. Generally, options
         granted under the Incentive Plan vest or terminate upon the employee
         leaving the Company and are subject to automatic acceleration of any
         vesting requirements given certain changes in control of the Company.

         Stock appreciation rights may be awarded by the Committee at the time
         or subsequent to the time of the granting of options. Stock
         appreciation rights awarded shall provide that the option holder shall
         have the right to receive an amount equal to 100% of the excess, if
         any, of the fair market value of the shares of common stock covered by
         the option over the option price. Such amount shall be payable, as
         determined by the Committee, in one or more of the following manners:
         (a) cash; (b) fully-paid shares of common stock having a fair market
         value equal to such amount; or (c) a combination of cash and shares of
         common stock. As of November 30, 2001, the Company has not granted any
         awards under the Incentive Plan.


                                      F-13
<PAGE>
                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 10. STOCK INCENTIVE PLAN (CONTINUED)

         Stock options outstanding at November 30, 1996 consisted of Monitek
         stock options that were automatically converted, at the date of
         acquisition, into options to purchase 2,583,110 of the Company's common
         shares at an average exercise price of $.1038 per share and a range of
         $.0725 to $.1812 per share. During the year ended November 30, 1997,
         241,412 shares under option were forfeited and 689,749 shares under
         option expired by their terms but were extended for an additional 18
         months with an exercise price equal to the original exercise price of
         $.1812 per share (the fair value of the options under SFAS 123 was not
         material). During the years ended November 30, 2000, 1999 and 1998,
         258,621, 776,002 and 1,307,075 shares, respectively, under option
         expired or were forfeited. No options were outstanding to purchase the
         Company's stock at November 30, 2001 or 2000.

NOTE 11. PROFIT-SHARING PLAN

         The Company has a profit-sharing plan and a 401(k) retirement plan for
         the benefit of eligible employees. Contributions under the plans are
         determined at the discretion of the Board of Directors and are credited
         to employees based upon a percentage of eligible salaries. The Company
         elected to suspend all contributions for the years ended November 30,
         2001 and 2000.

NOTE 12. INCOME TAXES

         As referred to in Note 1, the Company utilizes SFAS 109, "Accounting
         for Income Taxes." A reconciliation between the Company's effective
         income tax rate and the statutory federal income tax rate is as follows
         for the years ended November 30:

<TABLE>
<CAPTION>
                                                            2001         2000
                                                           -----        -----
<S>                                                        <C>          <C>
          Expected federal income tax benefit at
            the statutory rate                             (34.0)%      (34.0)%

          Increase in taxes resulting from:
            Effect of operating loss for which no tax
              carrybacks are available                      34.0         34.0
            Other                                            --           --
                                                           -----        -----
                                                             -- %         -- %
                                                           =====        =====
</TABLE>


                                      F-14
<PAGE>
NOTE 12. INCOME TAXES (CONTINUED)

         The tax effects of significant temporary differences that give rise to
         significant portions of the deferred tax assets and deferred tax
         liabilities are presented below for the years ended November 30:

<TABLE>
<CAPTION>
                                                      2001              2000
                                                  -----------       -----------
<S>                                               <C>               <C>
          Deferred tax assets:
            Net operating loss carryforward       $ 2,470,400       $ 2,249,400
            Other                                      74,500               --
                                                  -----------       -----------
              Total gross deferred tax assets       2,544,900         2,249,400
            Less valuation allowance                2,544,900         2,249,400
                                                  -----------       -----------
              Net deferred tax assets             $       --        $       --
                                                  ===========       ===========
</TABLE>

         The deferred tax assets do not include deferred tax assets related to
         purchased net operating loss carryforwards that are subject to usage
         limitations (see below).

         The Company established a valuation allowance against tax benefits that
         are potentially available to the Company but have not yet been
         recognized. This valuation allowance relates to the amount of net
         operating loss carryforwards in excess of existing net taxable
         temporary differences and to certain deductible temporary differences
         that may not reverse during periods in which the Company may generate
         net taxable income. During the years ended November 30, 2001 and 2000,
         the Company recorded increases of $295,500 and $420,800, respectively,
         in the valuation allowance primarily as a result of the net operating
         loss generated during the year.

         At November 30, 2001, the Company had approximately $13,531,000 of net
         operating loss carryforwards available to offset future federal taxable
         income. The federal net operating loss carryforwards expire at various
         dates through 2021. Federal tax law imposes restrictions on the
         utilization of net operating loss carryforwards in the event of a
         change in ownership. The Company's net operating loss includes
         approximately $6,265,000 of loss carryforwards that are subject to
         limitations as a result of these provisions.

NOTE 13. RELATED PARTY TRANSACTIONS

         The Company has a management agreement with an affiliate and
         significant shareholder, CPS Capital, Ltd., to perform management and
         executive services. Based on limited operations, the Company and CPS
         agreed to reduce the management fee until the Company expands its
         operations. As of November 30, 2001, the balance due for unpaid
         management fees was $441,671.


                                      F-15
<PAGE>
NOTE 14. SEGMENT AND GEOGRAPHIC INFORMATION

         Prior to the disposal of the operations of Sentex Systems, Inc. and
         Monitek, the Company's business was confined to one industry segment as
         described in Note 1 and two geographical reporting segments. Sales for
         the years ended November 30, 2001 and 2000 and identifiable assets
         classified by the major geographic areas in which the Company operated
         are as follows:

<TABLE>
<CAPTION>
                                                      Year Ended November 30,
                                                       2001             2000
                                                   -----------      -----------
<S>                                                <C>              <C>
               Sales to unaffiliated customers:
                 United States
                   Domestic                        $   279,077      $   851,918
                   Export sales                             --          254,468
                 Continental Europe                         --          830,880
               Intercompany transfers                       --          191,698
               Eliminations                                 --         (191,698)
                                                   -----------      -----------

               Net sales                           $   279,077      $ 1,937,266
                                                   ===========      ===========

               Identifiable assets:
                 United States                     $   617,695      $   976,906
                                                   ===========      ===========
</TABLE>


                                      F-16