<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, 2002

                         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-B 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-KSB or any amendment to
this Form 10-KSB. [ ]

The Company's revenues for the fiscal year ended November 30, 2002 were
$1,981,555.

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 January 30, 2003: $1,017,649.

Number of shares of Common Shares (No Par Value) of SENTEX SENSING TECHNOLOGY,
Inc., issued and outstanding as of January 30, 2003 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 F-1


                                  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 had 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. 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 acquires and resells used computer hardware, computer parts
and other capital equipment principally under term contracts through direct
customer contact.




                                       3
<PAGE>


DESCRIPTION OF BUSINESS

Regency Technologies specializes in the buying, selling, and trading of
information technology equipment (primarily computer equipment). The primary
focus of our business revolves around acquiring unneeded, older computer
equipment and reselling that equipment to certain consumers on a global basis.

When a company or institution determines its equipment is at the end of a
technology life cycle, it will typically go through a "refresh" process. During
a typical refresh process, a company will replace an average of one third of all
of its user-based technology assets (primarily computers). The typical lifespan
for most of these assets is about three years. Therefore, most major
corporations and institutions are refreshing one third of their IT population
every year. These assets include PC's (CPU's and laptops), Servers, Monitors,
Printers, Networking Equipment (routers, hubs, bridges, and other peripheral
computer equipment), as well as other equipment (Midrange up to Mainframe
Assets).

The asset recovery group of a company, along with its IT departments, typically
work to remove or dispose of the older technology assets while the new assets
are being rolled out. This process often emphasizes rolling out the new
equipment and tends to ignore the action plan for disposing of the old
equipment. This typically results in the complete write off of the old equipment
and a slow and cumbersome removal of the old equipment.

Regency Technologies seeks to fulfill a company's need to systematically and
efficiently dispose of its old equipment. We use traditional sales models as
well as Internet based research to identify prospects that are likely candidates
for our services. We have four full time employees concentrating on sourcing
equipment via asset recovery programs as well as selling equipment to
wholesalers, exporters, importers and maintenance companies. We have one inside
sales person who is responsible for selling equipment to retail accounts and
have one inside sales person who is responsible for the sale of parts only. We
expect our marketing staff to continue to expand and assist in our growth.

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. The leasing industry generates in excess of $200 billion per year in
new lease revenue and is characterized by attractive growth prospects. It is a
mega-industry with many participants and no truly dominant player.

As of November 30, 2002, the Company employed approximately 18 full-time
employees and used the services of four other persons from CPS. Management
believes its relations with the employees are good. The Company does not
currently rely on any patented technologies or other trade secrets to operate.
It primarily relies on its knowledge of the industry and the computer trading
market. The Company believes that while the financial barriers to entry into
this market are relatively low, and therefore, potentially faces competition
from a variety of sources, that it has a competitive advantage over most of its
competition because its management team has significant years of experience in
leasing, sourcing and trading computer equipment. There can be no assurance,
however, that another company either does not possess or cannot obtain that
knowledge and compete effectively against the Company.

The Company to date has not had to make any substantial investment in research
and development costs. It relies primarily on its ability to find companies that
are disposing of computer equipment and then selling the equipment to those who
are in the market to buy older equipment that is still sufficient for those
buyers' purposes.




                                       4
<PAGE>


While any equipment that cannot be resold, needs to be disposed of within
accordance with environmental laws, the Company does not believe that complying
with those requirements places a significant environmental burden on the
Company.

ITEM 2 PROPERTIES

Regency Technologies occupies approximately 25,000 square feet of
warehouse/office space at 30700 Carter Street, while Administrative offices
consist of approximately 3,500 square feet, which is shared with CPS at 1801
East Ninth Street, Cleveland, Ohio 44114.

ITEM 3 LEGAL PROCEEDINGS

None

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


2002                                 HIGH                               LOW
----                                 ----                               ---

1st Quarter                          .05                                .02
2nd Quarter                          .04                                .02
3rd Quarter                          .03                                .01
4th Quarter                          .03                                .00

2001
----

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


The bid quotations represent interdealer quotations and do not include retail
markup, markdown or commissions, and may not represent actual transactions. On
January 30, 2003 there were 109,460,911 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.




                                       5
<PAGE>



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 and
significant working capital deficits. 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, 2001 and November 30, 2002, a statement that the Company's
recurring losses and significant working capital deficits raised substantial
doubt about the Company's ability to continue as a going concern.

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 Capital has provided the Company with temporary
working capital loans and, as of November 30, 2002, there was an outstanding
borrowing of $3,374,000 on those loans.

Net Operating Losses:

The Company has approximately $14,498,000 in net operating losses as of fiscal
2002, which will expire at various dates through the year 2022 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 $14,498,000 net operating losses may be subject to these
limitations and potentially may not be able to provide any economic benefit to
the Company.




                                       6
<PAGE>

RESULTS FROM OPERATIONS

Fiscal 2002 as Compared to Fiscal 2001

In fiscal year 2001, the Company had just started its current operations of
sourcing and reselling used computer equipment. Accordingly, the results in
operations in fiscal 2001 compared to fiscal 2002 differ substantially.

Revenues grew from approximately $320,000 in fiscal 2001 to almost $2,000,000 in
fiscal 2002. Cost of goods sold increased from about $143,000 in fiscal 2001 to
approximately $1,565,000 in fiscal 2002.

Selling, generally and administrative expenses increased from about $487,000 in
fiscal 2001 to almost $1,000,000 in fiscal 2002. These expenses were high in
comparison to sales primarily due to the investment in start-up cost of the
trading function.

Interest expense decreased from approximately $343,000 in fiscal 2001 to
approximately $236,000 in fiscal 2002, primarily due to a decrease in the prime
and LIBOR rates that are used to establish the appropriate interest rate on the
related loans.

The Company anticipates additional growth for fiscal 2003. During the first
fiscal quarter of 2003, sales relating to Regency's business exceeded
$1,000,000, and the Company expects to report an operating profit for that
quarter.

CRITICAL ACCOUNTING POLICIES

Refer to Note 2, Summary of Significant Policies, Items A-K of the attached
Financial Statements.

CHANGES IN ACCOUNTING STANDARDS

In June 2001, the Financial Accounting Standards Board ("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 Impaiment 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. In April 2002, the FASB issued SFAS No.
145, "Recission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement
No. 13 and Technical Corrections," which is effective beginning in the Company's
fiscal year 2003. Under SFAS No. 145, gains and losses from the extinguishment
of debt should be classified as extraordinary items only if they meet the
criteria of Accounting Principles Board Opinion No. 30. SFAS No. 145 also
addresses financial accounting and reporting for capital leases that are
modified in such a way as to give rise to a new agreement classified as an
operating lease. In June 2002, the FASB issued SFAS No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities," which is effective for exit
or disposal activities initiated after December 31, 2002. SFAS No. 146 nullifies
Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)." Under SFAS No. 146, a liability is
required to be recognized for a cost associated with an exit or disposal
activity when the liability is incurred. SFAS No. 146 applies to costs
associated with an exit activity that does not involve an entity newly acquired
in a business combination or with a retirement or disposal activity covered by
FASB Statements No. 143 and 144. The Company does not believe that the adoption
of these standards will have a significant impact on its financial position or
results of operations.



                                       7
<PAGE>



ITEM 7 FINANCIAL STATEMENTS

See Index to Financial Statements appearing on page F-2

ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 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:

            Name                   Age    Position
            ----                   ---    --------

            Robert S. Kendall       64    Chairman, President and Treasurer
            James S. O'Leary        65    Director
            Julius L. Hess          41    Vice President, Secretary and Director
            Ronald M. Lipson        68    Director
            William R. Sprow        64    Controller


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 Capital, Limited,
an investment 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 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 had been employed by Monitek since August 1982 and served as
its 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 remained a Director. He joined
Metrisa as Managing Director of Metrisa, GMBH in July 2000 and resigned to
become an independent consultant in December, 2001.





                                       8
<PAGE>



JULIUS L. HESS has served as Assistant Vice President and 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 of investment
opportunities of publicly held companies which are believed to be undervalued,
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.

WILLIAM R. SPROW is the Chief Financial Officer of the Company, and as such, is
responsible for all financial operations from day to day accounting, financial
reporting, SEC report preparation and submission, and a variety of
administrative responsibilities for all CPS companies, Sentex and Regency. He
additionally handles IT administration issues for our own internal system. Mr.
Sprow also serves as Controller of CPS Holding Company, Ltd., a related company
that is responsible for energy purchasing and subsequent energy management for a
variety of clients ranging from large Fortune 1000 clients to large public
institutions. With over 38 years of related accounting and financial experience,
Mr. Sprow served as Vice President, Finance of Borden Consumer Products, Canada
from 1980 to 1985; as Controller and Operations Manager for Sherwin-Williams
Canada from 1986 to 1993; in key management positions with a number of Northeast
Ohio companies from 1995 to 1999.

There were two meetings of the Company's Board of Directors during the fiscal
year ended November 30, 2002. Messr. Lipson was not able to attend the first
meeting due to illness.

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

ITEM 10 EXECUTIVE COMPENSATION

The following information is set forth with respect to the Company's Chief
Executive Officer. No other executive officer's total compensation exceeded
$100,000 for the fiscal year ended November 30, 2002.



                                       9
<PAGE>


<TABLE>
<CAPTION>

                                                     ANNUAL COMPENSATION
                                                     -------------------
                                                                                 OTHER ANNUAL
                                      YEAR          SALARIES         BONUS       COMPENSATION
                                      ----          --------         -----       ------------
<S>                                  <C>            <C>              <C>              <C>
Robert S. Kendall                     2002             -0-            -0-              -0-
  (Chief Executive Officer)           2001             -0-            -0-              -0-
                                      2000           $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,
2002, 2001, or 2000 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, 2002, 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, 2002, 2001, or 2000.







                                       10
<PAGE>

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
        MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

                      EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
             Plan category                Number of securities to       Weighted average        Number of securities
                                          be issued upon exercise      exercise price of      remaining available for
                                          of outstanding options,     outstanding options,     future issuance under
                                            warrants and rights       warrants and rights       equity compensation
                                                                                                  plans (excluding
                                                                                              securities reflected in
                                                                                                    column (a))
----------------------------------------------------------------------------------------------------------------------
                                                    (a)                       (b)                       (c)
----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                      <C>                      <C>
Equity compensation plans approved by                           0                         0                 7.000.000
security holders
----------------------------------------------------------------------------------------------------------------------
Equity compensation plans not approved                          NA                       NA                        NA
by security holders
----------------------------------------------------------------------------------------------------------------------
Total                                                           0                         0                 7,000,000
----------------------------------------------------------------------------------------------------------------------

</TABLE>


The following table sets forth certain information regarding the beneficial
ownership of the Common Shares as of January 30, 2003 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 power and sole
investment power with respect to all Common Shares set forth opposite their
names.


NAME AND ADDRESS                  AMOUNT AND NATURE
OF BENEFICIAL OWNER (1)           OF BENEFICIAL OWNER              PERCENTAGE
-----------------------           -------------------              ----------

Robert S. Kendall (2)                  48,029,814                     47.2%

James S. O'Leary                           --                           --

Julius L. Hess                             --                           --

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

CPS Capital, Limited (3)               48,029,814                     47.2%
1801 East Ninth Street
Cleveland, Ohio 44114

All Directors and Officers             48,717,314                     47.9%
(as a group persons)




                                       11
<PAGE>



     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 Capital, Limited or are beneficially owned by
          CPS Capital, Limited. Mr. Kendall and his wife own 100% of the
          outstanding membership interests in CPS.

     3.   CPS is the record holder of 48,029,814 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.

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.





                                       12
<PAGE>


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.

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 2002, 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
$3,373,915, including accrued interest, as of November 30, 2002. 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.

ITEM 13 EXHIBIT  LISTS AND REPORTS ON FORM 8-K

(A)  EXHIBITS

EXHIBIT
NUMBER                                EXHIBIT DESCRIPTION
------                                -------------------

  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)

 99.1              Certification of Chief Executive Officer

 99.2              Certification of Chief Financial Officer


                                       13
<PAGE>

     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.


(B) REPORTS ON FORM 8-K

None

ITEM 14.  CONTROLS AND PROCEDURES

     The Company's Chief Executive Officer and [Chief Financial Officer], after
evaluating the effectiveness of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14 within 90 days of the filing of this annual
report, have concluded that the Company's disclosure controls and procedures
were effective to ensure the timely collection, evaluation and disclosure of
information relating to the Company that would potentially be subject to
disclosure under the Securities Exchange Action of 1934, as amended, and the
rules and regulations promulgated thereunder. There were no significant changes
in the Company's internal controls or in other factors that could significantly
affect the internal controls subsequent to the date the Company carried out its
evaluation.

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, 2003                  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:






                                       14
<PAGE>


<TABLE>

<S>                             <C>                                          <C>
/s/ Robert S. Kendall
--------------------------
Robert S. Kendall                Chairman, President and Treasurer            March 13, 2003


/s/ Julius L. Hess
--------------------------
Julius L. Hess                   Vice President, Secretary and Director       March 13, 2003


/s/ Ronald M. Lipson
--------------------------
Ronald M. Lipson                 Director                                     March 13, 2003


/s/ James S. O'Leary
--------------------------
James S. O'Leary                 Director                                     March 13, 2003


/s/ William R. Sprow
--------------------------
William R. Sprow                 Chief Financial Officer                      March 13, 2003

</TABLE>












                                       15
<PAGE>




                                 CERTIFICATIONS

I, Robert S. Kendall, President and Chief Executive Officer, certify that:

1. I have reviewed this annual report on Form 10-KSB of Sentex Sensing
Technology, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 13, 2003

                               /s / Robert S. Kendall
                               ----------------------
                               Robert S. Kendall
                               President and Chief Executive Officer
                               (Principal Executive Officer)




                                       16
<PAGE>


I, William R. Sprow, Chief Financial Officer, certify that:

1. I have reviewed this annual report on Form 10-KSB of Sentex Sensing
Technology, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March  13, 2003

                               /s/ William R. Sprow
                               ----------------------
                               William R. Sprow
                               Chief Financial Officer
                               (Principal Accounting Officer)









                                       17
<PAGE>

                         SENTEX SENSING TECHNOLOGY, INC.

                                AND SUBSIDIARIES

                          CONSOLIDATED FINANCIAL REPORT





                                      F-1
<PAGE>



                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

                                    CONTENTS

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

                                                              Page

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-15




                                      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, 2002, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the two years in the period ended November 30, 2002. 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, 2002, and the
consolidated results of their operations and their cash flows for each of the
two years in the period ended November 30, 2002, 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, 2002, current
liabilities exceed current assets by $6,216,541. Additionally, at November 30,
2002, 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 and other 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.

                                             Hausser & Taylor LLP

Cleveland, Ohio
March 8, 2003



                                      F-3
<PAGE>




                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                November 30, 2002
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                     <C>              <C>                  <C>

            ASSETS
            ------
CURRENT ASSETS
 Cash                                                                                          $ 74,633
 Accounts receivable - trade, net of allowance for
 doubtful accounts of $5,000                                                                    214,952
 Current portion of note receivable                                                             106,414
 Inventory                                                                                       50,792
                                                                                                ------
    Total current assets                                                                                         $ 446,791

EQUIPMENT
 Computer equipment                                                                               4,009
 Less accumulated depreciation                                                                    1,844              2,165
                                                                                                 ------
OTHER ASSETS
 Restricted stock investment                                                                      4,800
 Note receivable - net of current portion of $106,414                                           168,488
 Goodwill                                                                                        36,042            209,330
                                                                                                -------           -------
                                                                                                                 $ 658,286
        LIABILITIES AND STOCKHOLDERS' EQUITY
        ------------------------------------

CURRENT LIABILITIES
 Notes payable:
  Bank                                                                   $ 2,500,000
  Related party                                                            3,373,915         $5,873,915
                                                                          ----------
 Trade accounts payable ($441,671 to related party)                                             564,338
 Accrued liabilities                                                                            191,407
 Consulting contracts payable                                                                    21,249
 Convertible subordinated notes payable                                                          12,423
                                                                                                ------
    Total current liabilities                                                                                   $6,663,332

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)                                                                 (8,603,157)
 Treasury shares at cost, 7,696,000 shares                                                     (269,468)
                                                                                               ---------
    Total stockholders' equity                                                                                  (6,005,046)
                                                                                                                -----------
                                                                                                                $  658,286
</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, 2002 and 2001
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                       2002             2001
                                                   -------------    -------------
<S>                                                <C>              <C>
REVENUES
 Sales                                             $   1,950,575    $     279,077
 Interest and other income                                31,380           42,981
                                                   -------------    -------------
   Total revenues                                      1,981,955          322,058

COST AND EXPENSES
 Cost of sales                                         1,564,890          142,821
 Selling, general and administrative                     992,664          486,662
                                                   -------------    -------------
   Total costs and expenses                            2,557,554          629,483
                                                   -------------    -------------
LOSS FROM OPERATIONS                                    (575,599)        (307,425)

OTHER EXPENSE
 Interest                                                236,237          343,044
 Loss on restricted stock investment                     155,200          219,200
                                                   -------------    -------------
                                                         391,437          562,244
                                                   -------------    -------------
LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME
TAX EXPENSE                                             (967,036)        (869,669)

PROVISION FOR INCOME TAX EXPENSE                            --               --
                                                   -------------    -------------
NET LOSS                                           $    (967,036)   $    (869,669)
                                                   =============    =============
NET LOSS PER SHARE (BASIC AND DILUTED)             $       (0.01)   $       (0.01)
                                                   =============    =============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING        101,764,911      101,038,884
                                                   =============    =============
</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, 2002 and 2001
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                   Common Stock                   Retained               Treasury Stock               Total
                                   -------------                  Earnings         --------------------------     Stockholders'
                                 Shares          Amount           (Deficit)          Shares           Amount         Equity
                              ------------    ------------       ------------      ----------       ----------    ------------
<S>                            <C>             <C>               <C>                <C>             <C>           <C>
Balance - December 1, 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)

Comprehensive loss

Net loss                         -                -                 (967,036)        -               -               (967,036)
                              ------------    ------------       ------------      ----------       ----------    ------------
Balance - November 30, 2002   109,460,911     $ 2,867,579        $(8,603,157)      7,696,000        $(269,468)    $(6,005,046)
                              ============    ============       ============      ==========       ==========    ============
</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, 2002 and 2001
--------------------------------------------------------------------------------

                                                       2002         2001
                                                    ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                           $(967,036)   $(869,669)
 Adjustments to reconcile net loss to net cash
  used by operating activities:
   Depreciation and amortization                        1,443          401
   Loss on restricted stock investment                155,200      219,200
   Changes in assets and liabilities:
   Accounts receivable                               (178,223)     (24,386)
   Inventory                                          (50,792)        --
   Accounts payable                                    54,374       15,778
   Accrued expenses                                    29,557      (19,708)
                                                    ---------    ---------
    Total adjustments                                  11,559      191,285
                                                    ---------    ---------
    Net cash used by operating activities            (955,477)    (678,384)

CASH FLOWS FROM INVESTING ACTIVITIES
 Cash from Regency Technologies                          --          6,503
 Proceeds on note receivable                          106,414       44,339
                                                    ---------    ---------
       Net cash provided by investing activities      106,414       50,842

CASH FLOWS FROM FINANCING ACTIVITIES
 Net proceeds on note payable - bank                     --        500,000
 Net proceeds on note payable - related party         934,396       88,042
 Payments on consulting contracts                     (10,700)    (128,551)
                                                    ---------    ---------
       Net cash provided by financing activities      923,696      459,491
                                                    ---------    ---------

NET INCREASE (DECREASE) IN CASH                        74,633     (168,051)

CASH - BEGINNING OF YEAR                                 --        168,051
                                                    ---------    ---------

CASH - END OF YEAR                                  $  74,633    $    --
                                                    =========    =========

Supplemental disclosure of cash flow information:
 Cash paid during the year for:
   Interest                                         $ 101,127    $ 165,169



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. 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 years ended November 30, 2002 and
             2001 consisted of Regency Technologies, Ltd.'s operations. The
             Company specializes in the buying, selling, and trading of
             information technology equipment (primarily computer equipment).
             The primary focus of the Company's business revolves around
             acquiring unneeded, older computer equipment and reselling that
             equipment to certain consumers on a global basis. The Company's
             business is confined to one industry and one geographical reporting
             segment. The Company's assets and its customer base are all within
             the United States.

             Prior to 2001, 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. Monitek's assets and operations were disposed of
             in the year ended November 30, 2000. Sentex Systems, Inc.'s assets
             and operations were disposed of in the year ended November 30,
             1998.

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, 2002, current
                     liabilities exceed current assets by $6,216,541.
                     Additionally, at November 30, 2002, 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
                     and other 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.




                                      F-8
<PAGE>


                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

             B.     Receivable and Credit Policies - Accounts receivable are
                    uncollateralized customer obligations due with various
                    trade terms from the invoice date and are stated at the
                    amount billed to the customer. Payments of accounts
                    receivable are applied to the specific invoices identified
                    on the customer's remittance advice. The carrying amount of
                    accounts receivable is reported net of the allowance for
                    doubtful accounts reserve, which reflects management's best
                    estimate of the amount that will not be collected.
                    Management individually reviews all accounts receivable
                    balances and any customer account balances with invoices
                    dated over 120 days past due are considered delinquent.
                    These delinquent invoice amounts plus any other invoices
                    deemed not to be collected are reserved for in the
                    allowance for doubtful accounts reserve. Specific accounts
                    are charged directly to the reserve when management obtains
                    evidence of a customer's insolvency or otherwise determines
                    that the account is uncollectible.

                    The Company has provided $5,000 for possible doubtful
                    accounts receivable at December 31, 2002. The provision for
                    doubtful accounts amounted to $7,963 for 2002.

             C .    Inventory - Inventory consists of used computer equipment
                    held for resale and a variety of electronic component
                    parts. Inventories are valued at the lower of cost
                    (first-in, first-out) or market.

             D.     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.

             E.     Revenue Recognition - The Company records revenue as
                    customers are billed for consulting services or delivery of
                    hardware products.

             F.     Concentration of Credit and Risk Factors - Financial
                    instruments which potentially subject the Company to
                    concentrations of credit risk include cash and equivalents
                    and accounts and notes receivable. 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.B., 2.I., 4, and
                    14.

             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 2001, the
                     Financial Accounting Standards Board ("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. In April 2002, the FASB issued
                     SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and
                     64, Amendment of FASB Statement No. 13 and Technical
                     Corrections," which is effective beginning in the Company's
                     fiscal year 2003. Under SFAS No. 145, gains and losses from
                     the extinguishment of debt should be classified as
                     extraordinary items only if they meet the criteria of
                     Accounting Principles Board Opinion No. 30. SFAS No. 145
                     also addresses financial accounting and reporting for
                     capital leases that are modified in such a way as to give
                     rise to a new agreement classified as an operating lease.
                     In June 2002, the FASB issued SFAS No. 146, "Accounting for
                     Costs Associated with Exit or Disposal Activities," which
                     is effective for exit or disposal activities initiated
                     after December 31, 2002. SFAS No. 146 nullifies Emerging
                     Issues Task Force Issue No. 94-3, "Liability Recognition
                     for Certain Employee Termination Benefits and Other Costs
                     to Exit an Activity (including Certain Costs Incurred in a
                     Restructuring)." Under SFAS No. 146, a liability is
                     required to be recognized for a cost associated with an
                     exit or disposal activity when the liability is incurred.
                     SFAS No. 146 applies to costs associated with an exit
                     activity that does not involve an entity newly acquired in
                     a business combination or with a retirement or disposal
                     activity covered by FASB Statements No. 143 and 144. The
                     Company does not believe that the adoption of these
                     standards 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.

NOTE 4.       NOTE RECEIVABLE

              Note receivable, in the original amount of $425,655 and having a
              balance of $274,902 at November 30, 2002, consists of a single
              promissory note dated July 1, 2000, due from Metrisa, Inc.
              ("Metrisa") (see Note 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, 2002,
              Metrisa is current on its interest and principal payments to the
              Company and management of the Company estimates, at November 30,
              2002, the carrying value of the note approximates fair value.
              However, Metrisa has recently experienced operating losses and
              liquidity problems and is no longer a SEC registrant. If such
              losses continue or if Metrisa's liquidity does not improve, the
              estimate of fair value of the note could, in the near term,
              significantly and materially change.

NOTE 5.       RESTRICTED STOCK INVESTMENT

              At November 30, 2002, 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. The stock is subject to
              "Rule 144" covering the purchase, resale and holding periods of
              "restricted securities." Metrisa is no longer subject to Section
              15(d) reporting requirements of the Securities Exchange Act of
              1934, and its 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, 2002.




                                      F-11
<PAGE>

                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 5.       RESTRICTED STOCK INVESTMENT (CONTINUED)

              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 value is difficult. Management
              determined that its investment in Metrisa has experienced an
              "other than temporary decline in value" and recorded impairment
              losses of $155,200 and $219,200, in the years ended November 30,
              2002 and 2001, respectively. At November 30, 2002, the carrying
              value of the investment in Metrisa was $4,800.

              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, 2002:

                Pension             $ 100,000
                Other                  91,407
                                    ---------
                                    $ 191,407
                                    =========

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 (3.8% as of November 30, 2002) and is
              payable monthly. Amounts outstanding under the line amounted to
              $2,500,000 at November 30, 2002.

              During the years ended November 30, 2002 and 2001, a principal
              stockholder 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,
              2002, the Company had notes payable of $3,373,915 including
              accrued interest of approximately $625,000 (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, 2002 and 2001
              amounted to $236,237 and $343,044, 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 leases office and warehouse space under a
             non-cancelable operating lease which expires February 29, 2008. The
             following is a schedule, by year, of future minimum lease payments
             as of November 30, 2002:

                2003                         $   48,060
                2004                             67,284
                2005                             76,896
                2006                             79,863
                2007                             88,764
                2008                             22,191
                                              ---------
                                              $ 383,058
                                              =========

             Rent expense for the year ended November 30, 2002 was $36,500.

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. No options were outstanding to
             purchase the Company's stock during the years ended November 30,
             2002 and 2001.



                                      F-13
<PAGE>


                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 10.     STOCK INCENTIVE PLAN (CONTINUED)

             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,
             2002, the Company has not granted any appreciation rights under the
             Incentive Plan.

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, 2002 and 2001.

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>
                                                                    2002         2001
                                                                    -----       ------
<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>

                SENTEX SENSING TECHNOLOGY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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>
                                                             2002         2001
                                                          ----------   ----------
<S>                                                       <C>          <C>
                Deferred tax assets:
                 Net operating loss carryforward          $2,821,000   $2,470,400
                 Other                                        52,800       74,500
                                                          ----------   ----------
                        Total gross deferred tax assets    2,873,800    2,544,900
                 Less valuation allowance                  2,873,800    2,544,900
                                                          ----------   ----------
                 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, 2002 and 2001, the Company recorded increases of
             $328,900 and $295,500, respectively, in the valuation allowance
             primarily as a result of the net operating loss generated during
             the year.

             At November 30, 2002, the Company had approximately $14,498,000 of
             net operating loss carryforwards available to offset future federal
             taxable income. The federal net operating loss carryforwards expire
             at various dates through 2022. 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 stockholder, 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, 2002, the balance due
             for unpaid management fees was $441,671.

NOTE 14.     SIGNIFICANT REVENUES

             For the year ended November 30, 2002, two customers accounted for
             approximately 62% of net sales revenue. A significant portion of
             trade accounts receivable was attributable to such customers.



                                      F-15