**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**








**FORM
      10-KSB/A**




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, 2006





**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.
                Employerincorporation
                or organization)
            
            Identification
                No.)





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





(216)
      687-0289


(Registrant’s
      telephone number including area code)





Securities
      registered pursuant to Section 12 (b) of the Exchange Act:


None





Securities
      registered pursuant to Section 12 (g) of the Exchange 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 or 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
o





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. o





The
      Company’s revenues for the period ended November 30, 2006 were
      $21,245.





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 March 13, 2007: $11,990,866.





Number
      of
      shares of Common Shares (No Par Value) of SENTEX SENSING TECHNOLOGY, INC.,
      issued and outstanding as of March 13, 2007 is 199,847,764.







TRANSITIONAL
      SMALL BUSINESS DISCLOSURE FORMAT (Check One)


Yes o   No
x





DOCUMENTS
      INCORPORATED BY REFERENCE





Part
      III
      - Item 13 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K
      See
      Page 16








ITEMS
      OMITTED







-2-




ITEM
      1
      BUSINESS





Sentex
      Sensing Technology, Inc. (“Sentex” of the “Company”) is a corporation duly
      organized in 1980 in the state of New Jersey. On July 2, 2001, the Company
      purchased Regency Technologies, LLC (“Regency Technologies”) from Regency Steel,
      LLC and other selling members.





As
      previously reported, on November 20, 2005, the Company entered into a
      Contribution and Investment Agreement (the “Investment Agreement”) with JJJ-RT,
      LLC (“JJJ-RT”), Regency Technologies, Inc. (“Regency”), a wholly owned
      subsidiary of the Company, and Regency Acquisition, LLC (“New LLC”), a wholly
      owned subsidiary of Regency. Under the Investment Agreement, Regency contributed
      all of its operating assets to New LLC and New LLC assumed all of the
      obligations of Regency except for amounts due Robert Kendall, Chief Executive
      of
      the Company, of about $200,000 and certain inter-company accounts payable
      between Regency and the Company in the amount of $47,000, and JJJ-RT obtained
      the right to invest up to $800,000 in New LLC on an as-needed basis. The members
      of JJJ-RT primarily control when any such investments are made. For every
      $10,000 of capital JJJ-RT invests into New LLC, JJJ-RT is entitled to 1% of
      the
      equity interest until it owns 50% of the interests of New LLC. These investments
      by JJJ-RT dilute the Company’s interests in New LLC. The majority members of
      JJJ-RT are James Levine, the Executive Vice President of Regency, and Julius
      Hess, a former director and executive officer of the Company and a current
      officer of Regency. Mr. Levine and Mr. Hess are the sons-in-law of Mr.
      Kendall.





As
      a
      result of these arrangements and with the understanding that it is the intention
      of JJJ-RT to obtain a majority position prior to the end of the next fiscal
      year, the Company, together in consultation with its outside auditors, has
      concluded that JJJ-RT should be the consolidating entity. Accordingly, the
      Company has not reflected the assets, liabilities, revenue or expenses of the
      New LLC in its financial statements. As such, the Company has not provided
      a
      discussion of New LLC operations or liquidity and capital
      resources.





ITEM
      3
      LEGAL PROCEEDINGS





*State
      of Ohio, Department of Administrative Services v. IQ Solutions, LLC, et
      al.* ;
      Case
      No. 03-CVH05-6054; Franklin County Common Pleas Court, Ohio.





During
      October 2004, the Company was dismissed without prejudice from the above-caption
      and previously disclosed matter.





ITEM
      4
      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





An
      information statement was mailed on September 6, 2006, to the shareholders
      of
      record on August 31, 2006 (the “Record Date”) of the Company in connection with
      certain actions approved by the written consent of the majority shareholders
      of
      the Company, dated as of July 24, 2006. The actions approved pursuant to the
      written consent were taken on September 26, 2006, 20 days after the mailing
      of
      the information statement.





Below,
      in
      bullet point format, were the most material terms of the
      transactions:





·
            Sentex
                and SecITV entered into a distribution agreement under under which
                the
                Company will obtain the exclusive world-wide rights to market SecITV
                biometric products using its technology for a 50 year
                term.




-3-




·
            In
                exchange for distribution rights, and under a share issuance and
                corporate
                governance agreement, 69,082,924 Sentex common shares were issued,
                at the
                direction of SecITV to 1stMF (the majority shareholder of SecITV)
                and
                27,000,000 Sentex common shares were issued to two financial advisors
                that
                assisted with the transaction and are providing other services.





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





2006
            
            HIGH
            
            LOW1stQuarter
            
            
            N/A
            
            
            N/A2ndQuarter
            
            
            N/A
            
            
            N/A3rdQuarter
            
            
            N/A
            
            
            N/A4thQuarter
            
            
            N/A
            
            
            N/A2005
            
            
            HIGH
            
            
            LOW1stQuarter
            
            
            .05
            
            
            .022ndQuarter
            
            
            .03
            
            
            .023rdQuarter
            
            
            .05
            
            
            .024thQuarter
            
            
            .09
            
            
            .01





Due
      to
      the Company’s stock ticker symbol being changed from SENS to SNTX in late 1996,
      historical 1996 stock price is not available.





The
      bid
      quotations represent inter-dealer quotations and do not include retail markup,
      markdown or commissions, and may not represent actual transactions. On March
      13,
      2007 there were 199,847,764 Common Shares issued, 199,847,764 Common Shares
      outstanding and approximately 1,106 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.


-4-




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 in the Private
      Securities Litigation Reform Act of 1995. These may include statements
      projecting, forecasting or estimating Company performance and industry trends.
      The achievement of the projections, forecasts or estimates is subject to certain
      risks and uncertainties. Actual results and events may differ materially from
      those projected, forecasted or estimated. The applicable risks and uncertainties
      include general economic and industry conditions that affect all business,
      as
      well as matters that are specific to the Company and the markets it serves.





Specific
      risks to the Company include an inability of the Company to finance its working
      capital needs. In light of this and other uncertainties, the inclusion of a
      forward-looking statement herein should not be regarded as a representation
      by
      the Company that the Company’s plans and objectives will be
      achieved.





FINANCIAL
      CONDITION





Working
      Capital and Liquidity





During
      the last several fiscal years, the Company has incurred losses from operations.
      In addition, the Company’s certified public accountants, Hausser + Taylor LLC,
      have included in their auditors’ report, which covers the Company’s financial
      statements for the years ended November 20, 2005 and November 30, 2006, a
      statement that the Company’s recurring losses from operations raised substantial
      doubt about the Company’s ability to continue as a going concern. For the period
      ended November 20, 2005 and for fiscal year 2006, the Company sustained losses
      of approximately $377,000 and $579,000, respectively. These losses have had
      a
      substantial adverse effect on the working capital of the Company.





In
      June
      of 2004, the Company restructured its $2,500.000 in bank financing. This
      financing has subsequently been taken over by CPS, which now holds much of
      the
      working capital debt that has been used in the business during 2006. As of
      November 30, 2006, there was an outstanding balance of $7,726,000 on the loans
      from CPS and Robert S. Kendall, its chairman. We believe these loans have been
      secured under terms no less favorable than we could have obtained pursuant
      to an
      arms-length transaction.





Net
      Tax
      Operating Loss Carryforwards





As
      of
      November 20, 2006 the Company has approximately $16,955,000 in net tax operating
      loss carryforwards which will expire at various dates through the year 2026
      that
      are mainly attributable to losses incurred by Monitek. Federal tax law imposes
      restrictions on the use of net operating loss carryforwards in the event of
      a
      change in ownership, such as a merger. Due to the merger with Monitek,
      approximately $6,265,000 of the $16,955,000 net operating losses may be subject
      to these limitations and potentially may not be able to provide any economic
      benefit to the Company.


-5-




RESULTS
      FROM OPERATIONS





Fiscal
      2006 as Compared to Fiscal 2005





Regency
      Technologies, LLC is now classified as a “Discontinued Operation” (see below).
      Operations now consist of administrative overhead of the Company, partially
      offset by miscellaneous income.





Interest
      expense at increased significantly from $370,000 in 2005 to $503,000 in 2006
      and
      was due to increases in the prime rate experienced during the year.





DISCONTINUED
      OPERATIONS




On
      November 20, 2005, Sentex Sensing Technology, Inc. (the “Company”) entered
      into a Contribution and Investment Agreement (the “Investment Agreement”) with
      JJJ-RT, LLC (“JJJ-RT”), Regency Technologies, Inc. (“Regency”), a wholly owned
      subsidiary of the Company, and Regency Acquisition, LLC (“New LLC”), a wholly
      owned subsidiary of Regency. Under the Investment Agreement, Regency contributed
      all of its operating assets to New LLC and New LLC assumed all of the
      obligations of Regency except for amounts due Robert Kendall, Chief Executive
      of
      the Company, of about $200,000 and certain inter-company accounts payable
      between Regency and the Company in the amount of $47,000, and JJJ-RT has the
      right to invest up to $800,000 in New LLC on an as-needed basis. The members
      of
      JJJ-RT will primarily control when any such investments are made. For every
      $10,000 of capital JJJ-RT invests into New LLC, JJJ-RT would be entitled to
      1%
      of the equity interest until it owned 50% of the interests of New LLC. These
      investments by JJJ-RT would dilute the Company’s interests in New LLC. The
      majority members of JJJ-RT are James Levine, the Executive Vice President of
      Regency, and Julius Hess, a former director and executive officer of the Company
      and a current officer of Regency. Mr. Levine and Mr. Hess are the
      sons-in-law of Mr. Kendall.




JJJ-RT
      would not be entitled to purchase any further equity interests beyond a 50%
      interest until the later of (a) the date the Company had another operating
      business or (b) January 31, 2006 (the “Event Date”), as set forth in
      the Investment Agreement. If the executive management determines that more
      than
      $500,000 in funds are required to be invested in New LLC prior to the Event
      Date, then such funds may be invested in New LLC as a loan, which principal
      amount of the loan may be converted into equity interests of New LLC after
      the
      Event Date at a rate of 1% of equity interest for each $10,000 of principal
      that
      is converted. Upon conversion of any such loans, all accrued interest on that
      portion of the converted principal will be forgiven. JJJ-RT would not have
      the
      right to purchase more than 80% of the equity interests in New LLC, whether
      by a
      direct investment in cash or upon conversion of any loans under the terms of
      the
      Investment Agreement, without further agreement from the Company.




The
      Investment Agreement was subject to the receipt of a fairness opinion (the
      “Fairness Opinion”) as to the fairness to the shareholders of the Company of the
      transactions described therein from a financial point of view. The Fairness
      Opinion was received by the Company on November 25, 2005. The Fairness
      Opinion was prepared by Kline & London CPAs, Inc. (“Kline & London”).
      Kline & London had not previously provided services or received fees from
      the Company or Regency. Kline & London’s fees for this engagement were not
      contingent upon a favorable opinion, and they have no verbal, written or implied
      agreement to provide future services or receive future fees from the Company
      or
      Regency.


-6-




The
      Company, together with the other parties to the Investment Agreement, determined
      that JJJ-RT should receive 1% equity in New LLC for each 10,000 invested. Such
      amount of compensation was not recommended by Kline & London. However, after
      reviewing and relying upon material relating to the financial and operating
      conditions of the Company and Regency, including (a) the Investment
      Agreement, (b) the Operating Agreement of New LLC, (c) the annual
      filings with the Securities and Exchange Commission (“SEC”) for the three years
      ended November 30, 2002, 2003 and 2004, (d) the quarterly reports
      filed with the SEC for the first three quarters of 2005, (e) internal
      financial analyses and forecasts for the Company and Regency prepared by certain
      members of the senior management of the Company and Regency, and
      (f) certain publicly available information with respect to the Company and
      Regency and other companies engaged in similar operations, and after conducting
      discussions with executive management of the Company, Regency and JJJ-RT
      concerning historical financial performance and future business prospects and
      forecasts and reviewing summary reports prepared by a financial advisor engaged
      to raise capital for the Company, Kline & London provided its opinion that
      the terms of the Investment Agreement are fair, from a financial point of view,
      to the Company’s shareholders.




No
      limitations were imposed by the Company on the scope of the investigation by
      Kline & London. The Fairness Opinion will be made available for inspection
      and copying at the principal executive office of the Company during regular
      business hours by any interested equity security holder.




The
      Company will not receive any of the invested cash from JJJ-RT as a payment
      for
      its existing equity interest in Regency, and will be diluted with each sale
      of
      equity interests to JJJ-RT. The Company believes, however, that this transaction
      provides it the best opportunity to realize a potential return on its existing
      investment in light of its existing options.





SUBSEQUENT
      EVENTS





Since
      the
      conclusion of Fiscal Year 2006, the Company has been working diligently to
      raise
      capital and do a strategic acquisition that will move us forward very
      quickly.





We
      have
      reached preliminary agreements with several entities and consequently signed
      a
      Memorandum of Understanding (MOU) with these organizations.





Our
      goal
      is to achieve final agreements under documentation that all parties can live
      with and bring them to a final conclusion.





We
      will
      attempt to keep you posted as we have through press releases and other
      communications.





New
      Accounting Standards - In September 2006, the Financial Accounting Standards
      Board (“FASB”) issued Statement of Financial Accounting Standards No. 158 (“SFAS
      158”), “Employers’ Accounting for Defined Benefit Pension and Other
      Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and
      132(R)”, effective for the Company for the year ending December 31, 2006. This
      statement requires the recognition of the overfunded or underfunded status
      of a
      defined benefit postretirement plan as an asset or liability on the balance
      sheet, and the recognition of changes in that funded status through other
      comprehensive income. The Company does not believe the adoption of this standard
      will have a material impact on the consolidated financial
      statements.


-7-




In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      157 (“SFAS 157”), “Fair Value Measurements”, effective for the Company beginning
      on January 1, 2008. This Statement defines fair value, establishes a framework
      for measuring fair value, and expands disclosures about fair value measurements.
      This statement establishes a fair value hierarchy that distinguishes between
      valuations obtained from sources independent of the entity and those from the
      entity’s own unobservable inputs that are not corroborated by observable market
      data. SFAS 157 expands disclosures about the use of fair value to measure assets
      and liabilities in interim and annual periods subsequent to initial recognition.
      The disclosures focus on the inputs used to measure fair value and for recurring
      fair value measurements using significant unobservable inputs, the effect of
      the
      measurements on earnings or changes in net assets for the period. The Company
      does not believe the adoption of this standard will have a material impact
      on
      the consolidated financial statements.




**** In
      June
      2006, the FASB issued Interpretation No. 48 (“FIN 48”), “Accounting for
      Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109,
      Accounting for Income Taxes,” effective for the Company beginning on January 1,
      2007. FIN 48 clarifies the recognition threshold a tax position is required
      to
      meet before being recognized in the financial statements. FIN 48 also provides
      guidance on disclosure and other matters. Currently, the Company does not expect
      this guidance to have a material impact on its financial statements.





In
      March
      2006, the FASB issued Statement of Financial Accounting Standards No. 156,
      “Accounting for Servicing of Financial Assets” (“SFAS 156”), which amends
      accounting and reporting standards for servicing assets and liabilities under
      Statement of Financial Accounting Standards No. 140, “Accounting for Transfers
      and Servicing of Financial Assets and Extinguishments of Liabilities”.
      Specifically, SFAS 156 requires that all separately recognized servicing assets
      and servicing liabilities be initially measured at fair value, if practicable.
      For subsequent measurement purposes, SFAS 156 permits an entity to choose to
      measure servicing assets and liabilities either based on fair value or lower
      of
      cost or market. The Company does not believe the adoption of this standard
      will
      have a material impact on the consolidated financial statements





In
      February 2007, the FASB issued Statement of Financial Accounting Standards
      No.
      159 (“SFAS 159”), “The Fair Value Option for Financial Assets and Financial
      Liabilities”, effective for the Company beginning on January 1, 2008. This
      Statement provides entities with an option to report selected financial assets
      and liabilities at fair value, with the objective to reduce both the complexity
      in accounting for financial instruments and the volatility in earnings caused
      by
      measuring related assets and liabilities differently. The Company does not
      believe the adoption of this standard will have a material impact on the
      consolidated financial statements





ITEM
      7
      FINANCIAL STATEMENTS





See
      Index
      to Financial Statements appearing on page F-2





ITEM
      8
      CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





None.




ITEM
      8A.
      CONTROLS AND PROCEDURES





The
      Company’s Chief Executive Officer and Principal Accounting 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.





ITEM
      8B.
      OTHER INFORMATION





None.


-8-




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
            
            PositionHenrik
                Rubinstein
            
            48
            
            President
                and DirectorRobert
                S. Kendall
            
            68
            
            Chairman,
                Treasurer and DirectorWilliam
                R. Sprow
            
            68
            
            Controller





HENRIK
      RUBINSTEIN has been the President since September 27, 2006. He shall maintain
      his position as a duly elected director of the Company until such time as his
      successor is duly qualified and elected. He has many years of experience as
      founder and managing director of Astro Datensysteme GmbH and acted from 1989
      to
      2006 as CEO of Astro Datensysteme AG. During this time, Astro AG developed
      its
      market position as a leading European biometrics security company. Mr Rubinstein
      is a visionary technologist with in-depth, first-hand experience in the
      development, management and marketing of innovative technology products. As
      an
      internationally recognized IT security specialist and with his thorough
      knowledge of the biometrics and IT security industy, Mr. Rubinstein holds
      presentations at international conferences and he is owner of a hight clearance
      level for military as well as high security engagements in Germany, NATO and
      the
      United States Government. He has created an impressive worldwide network of
      contacts with decision makers in industry and government.





ROBERT
      S.
      KENDALL has been the Chairman and Treasurer of the Company since March 1, 1996.
      He shall maintain his position as a duly elected director of the Company until
      such time as his successor is duly qualified and elected. 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.


-9-




WILLIAM
      R. SPROW has served as the Chief Financial Officer of the Company since December
      2001. He 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 three meetings of the Company’s Board of Directors during the fiscal year
      ended November 30, 2006.





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





Currently
      Mr. Sprow serves as the Board’s “Financial Expert” as that term is defined in
      the Instruction to paragraph (e)(1) of Item 401 of Regulation S-B. Mr. Sprow
      is
      not “independent” as that term is used in Item 7(d)(3)(iv) of Schedule 14A under
      the Exchange Act.





Code
      of
      Ethics





The
      Company has not adopted a code of ethics or similar policy that applies to
      our
      principal executive officer, principal financial officer, principal accounting
      officer or Controller. We feel such a code of ethics is not necessary at this
      time because of the limited size of the Company.





Section
      16(a) Beneficial Ownership Reporting Compliance





Section
      16(a) of the Securities Exchange Act of 1934 requires directors, executive
      officers and beneficial owners of more than ten percent of our common shares
      to
      file reports with the Securities and Exchange Commission regarding their
      ownership and changes in their ownership of our common shares. To our knowledge,
      during 2006, our executive officers, directors and greater than ten percent
      shareholders complied with all Section 16(a) filing requirements on
      time.


-10-




ITEM
      10
      EXECUTIVE COMPENSATION





The
      following information is set forth with respect to the Company’s Chief Executive
      Officer. No other executive officer whose total compensation exceeded $100,000
      for the fiscal year ended November 30, 2006.





ANNUAL
                COMPENSATIONOTHER
                ANNUALYEAR
            
            SALARIES
            
            BONUS
            
            COMPENSATIONHenrik
                Rubinstein
            
            
            2006
            
            
            -0-
            
            
            -0-
            
            
            -0-Robert
                S. Kendall
            
            
            2006
            
            
            -0-
            
            
            -0-
            
            
            -0-(Chairman
                and Treasurer)
            
            
            2005
            
            
            -0-
            
            
            -0-
            
            
            0-2004
            
            
            -0-
            
            
            -0-
            
            
            -0-





Long-Term
      Compensation:





No
      long-term compensation was paid during the fiscal years ended November 30,
      2006,
      2005, or 2004 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 Sentex Sensing Technology, Inc. Stock Option Plan at a
      special meeting of its shareholders held on November 14, 1996. 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, 2006, 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, 2006, 2005, or 2004.


-11-




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




**Equity
      Compensation Plan Information**




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





The
      following sets forth certain information regarding the beneficial ownership
      of
      the Common Shares as of February 19, 2007 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 NATUREOF
                BENEFICIAL OWNER (1)
            
            OF
                BENEFICIAL OWNER
            
            PERCENTAGE1stManagement Finance, Inc.
              P.
                  O. Box 71, Road Town
                Tortola,
                  British Virgin Islands
            
            
            69,082,924
            
            
            34.6
            %Robert
                S. Kendall (2)
            
            
            48,029,814
            
            
            24.0
            %William
                R. Sprow
            
            
            —
            
            
            —CPS
                Capital, Limited (3)
            
            
            48,029,814
            
            
            24.0
            %1801
                East Ninth StreetCleveland,
                Ohio 44114Balmoral
                Financial Services Company
            
            
            15,000,000
            
            
            7.5
            %7118
                Dublin RoadDublin,
                OH 43017Viewpoint
                Technology, Inc.
            
            
            12,000,000
            
            
            6.0
            %7118
                Dublin RoadDublin,
                OH 43017All
                Directors and Officers
            
            
            117,112,738
            
            
            58.6
            %





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)
            All
                common shares distributed to Mr. Kendall are held of record by CPS
                Capital, Ltd. or are beneficially owned by CPS Capital, Ltd. Mr.
                Kendall
                and his wife own 100% of the outstanding membership interests in
                CPS
                Capital, Ltd.


3)
            CPS
                is the record holder of 48,029,814 Common Shares and has sole voting
                and
                dispositive power with respect to such
                shares.




Change
      in
      Control





No
      arrangements currently exist which may result in a change in control of the
      Company.


-12-




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, dated June 24, 1996 (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 agreed to accrue such expense. On May 15, 1998, CPS and
      the Company entered into the Second Amended and Restated Management Services
      Agreement, pursuant to which CPS agreed to accept 5,025,745 Common Shares in
      lieu of accrue management fees equaling $196,900, representing fees for the
      second half of fiscal 1997. All the shares acquired by CPS were acquired for
      investment purposes.





In
      December 1997, CPS and the Company agreed to a reduced management fee of
      $250,000 for fiscal 1998. 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
      $7,726,012, including accrued interest, as of November 30, 2006. 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.


-13-




ITEM
      13
      EXHIBIT LISTS AND REPORTS ON FORM 8-K





(A)
            EXHIBITS





EXHIBITNUMBER
            
            EXHIBIT
                DESCRIPTION3.1
            
            Certificate
                of Incorporation, as amended (3)3.2
            
            First
                Amended and Restated Bylaws of the Company (6)3.3
            
            Certificate
                of Incorporation of Sentex Acquisition Corp. (4)3.5
            
            Certificate
                of Merger (Sentex Systems, Inc. into Sentex) (4)3.6
            
            Certificate
                of Incorporation of Sentex Systems, Inc. (5)4.1
            
            Specimen
                Certificate of Common Shares (3)10.2
            
            Consulting
                Agreement with Ms. Joanne Bianco, dated March 1, 1996
                (2)10.3
            
            Sentex
                1996 Long-Term Incentive Stock Option Plan (1)21.1
            
            List
                of Subsidiaries (6)27.1
            
            Financial
                Data Schedule31.1
            
            302
                Certification of Chief Executive Officer31.2
            
            302
                Certification of Chief Financial Officer32.1
            
            Certification
                Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section
                906 Of
                The Sarbanes-Oxley Act of 200232.2
            
            Certification
                Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section
                906 Of
                The Sarbanes-Oxley Act of 200





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
      PRINCIPAL ACCOUNTANT FEES AND SERVICES





Aggregate
      audit fees billed for professional services rendered by Hausser + Taylor LLC
      (the “Firm”) for auditing registrant’s annual financial statements included in
      the registrant’s 10-KSB and review of its internal financial statements included
      in the registrant’s 10-QSB’s were $35,000 in 2006 and $31,100 in
      2005.




The
      Firm
      did not charge the Company any audit-related, tax or other fees for these
      years.




The
      Firm
      has a continuing relationship with RSM McGladrey, Inc. (“RSM”) from which it
      leased auditing staff who are full time, permanent employees of RSM and through
      which its shareholders provide non-audit services. As a result of this
      arrangement, the Firm has no full time employees and, therefore, none of the
      audit services performed were provided by permanent full time employees of
      the
      Firm. The Firm manages and supervises the audit and audit staff, and is
      exclusively responsible for the opinion rendered with its
      examination.


-14-




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 14, 2007


SENTEX
      SENSING TECHNOLOGY, INC.






By: /s/
      Robert S. Kendall


Robert
      S.
      Kendall, Chairman






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:





/s/
                Henrik RubinsteinHenrik
                Rubinstein
            
            President
            
            March
                14, 2007/s/
                Robert S. KendallRobert
                S. Kendall
            
            Chairman
                and Treasurer
            
            March
                14, 2007/s/
                William R. SprowWilliam
                R. Sprow
            
            Chief
                Financial Officer
            
            March
                14, 2007/s/
                William R. SprowWilliam
                R. Sprow
            
            Controller
            
            March14,
                2007




-15-













**SENTEX
      SENSING TECHNOLOGY, INC.**


**AND
      SUBSIDIARIES**





**CONSOLIDATED
      FINANCIAL REPORT**









SENTEX
      SENSING TECHNOLOGY, INC. AND SUBSIDIARIES





CONTENTS




PageAUDITORS'
                REPORT ON THE FINANCIAL STATEMENTS
            F-2FINANCIAL
                STATEMENTSConsolidated
                balance sheet
            F-3Consolidated
                statements of operations
            F-4Consolidated
                statements of stockholders' equity (deficit)
            F-5Consolidated
                statements of cash flows
            F-6Notes
                to consolidated financial statements
            F-7
                - F-15




F-1




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, 2006, and the related
      consolidated statements of operations, stockholders' equity (deficit) and cash
      flows for each of the two years in the period ended November 30, 2006. 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 the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company has determined that
      it
      is not required to have, nor were we engaged to perform, an audit of its
      internal control over financial reporting. Our Audits included consideration
      of
      internal control over financial reporting as a basis for designing audit
      procedures that are appropriate in the circumstances, but not for the purpose
      of
      expressing an opinion on the effectiveness of the Company’s internal control
      over financial reporting. Accordingly, we express no such opinion. 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, 2006, and the consolidated
      results of their operations and their cash flows for each of the two years
      in
      the period ended November 30, 2006, 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. At November 30, 2006, current liabilities exceed current
      assets by $8,272,195. This 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 LLC











Cleveland,
      Ohio


March
      14,
      2007


F-2




SENTEX
                  SENSING TECHNOLOGY, INC. AND SUBSIDIARIESCONSOLIDATED
                  BALANCE SHEETNovember
                  30, 2006
  ASSETSOTHER
                ASSETSDistribution
                  agreement
              
              
              
              
              $
              1,900,000LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                  LIABILITIESNotes
                  payable:Related
                  party
              
              $
              7,726,012Trade
                  and other accounts payable ($441,671 torelated
                  parties)
              
              
              533,760Convertible
                  subordinated notes payable
              
              
              12,423Total
                  current liabilities
              
              
              
              
              $
              8,272,195COMMITMENTS
                  AND CONTINGENCIESSTOCKHOLDERS'
                  EQUITY (DEFICIT)Common
                  stock, no par valueAuthorized
                  - 200,000,000 sharesIssued
                  - 199,847,764 sharesOutstanding
                  - 199,847,764 shares
              
              
              4,767,579Retained
                  earnings (deficit)
              
              
              (11,139,774
              )Total
                  stockholders' equity (deficit)
              
              
              
              
              
              (6,372,195
              )$
              1,900,000
 The
          accompanying notes are an integral part of these financial
          statements.


F-3




SENTEX
                  SENSING TECHNOLOGY, INC. AND SUBSIDIARIESCONSOLIDATED
                  STATEMENTS OF OPERATIONSYears
                  Ended November 30, 2006 and 2005
  2006
              
              2005REVENUESSales
              
              $
              -
              
              $
              —Interest
                  and other income
              
              
              21,245
              
              
              159,175Total
                  revenues
              
              
              21,245
              
              
              159,175COST
                  AND EXPENSESSelling,
                  general and administrative
              
              
              96,611
              
              
              255,730Total
                  costs and expenses
              
              
              96,611
              
              
              255,730LOSS
                  FROM OPERATIONS
              
              
              (75,366
              )
              
              (96,555
              )OTHER
                  EXPENSEInterest
              
              
              503,243
              
              
              369,819Other
                  expense
              
              
              —
              
              
              3,665LOSS
                  FROM CONTINUING OPERATIONS
              
              
              (578,609
              )
              
              (470,039
              )NET
                  LOSS ON DISPOSAL OF SUBSIDIARY
              
              
              —
              
              
              (14,414
              )INCOME(LOSS)
                  FROM DISCONTINUED OPERATIONS
              
              
              —
              
              
              107,817NET
                  LOSS
              
              
              (578,609
              )
              
              (376,636
              )NET
                  LOSS PER SHARE (BASIC AND DILUTED)
              
              $
              (0.00
              )
              $
              (0.00
              )WEIGHTED
                  AVERAGE NUMBER OF SHARES OUTSTANDING
              
              
              120,875,556
              
              
              103,764,911


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


F-4




SENTEX
                  SENSING TECHNOLOGY, INC. AND SUBSIDIARIESCONSOLIDATED
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)Years
                  Ended November 30, 2006 and 2005
  TotalRetained
              
              
              
              
              
              Stockholders'Common
                  Stock
              
              Earnings
              
              Treasury
                  Stock
              
              EquityShares
              
              Amount
              
              (Deficit)
              
              Shares
              
              Amount
              
              (Deficit)Balance
                  – November 30, 2004
              
              
              109,460,911
              
              $
              2,867,579
              
              $
              (9,915,061
              )
              
              7,696,000
              
              $
              (269,468
              )
              $
              (7,316,950
              )Issued
                  shares
              
              
              2,000,000Net
                  loss
              
              
              —
              
              
              —
              
              
              (376,636
              )
              
              —
              
              
              
              
              
              (376,636
              )Balance
                  – November 30, 2005
              
              
              111,460,911
              
              
              2,867,579
              
              
              (10,291,697
              )
              
              7,696,000
              
              
              
              
              
              (7,693,586
              )Reissued
                  treasury shares
              
              
              7,696,000
              
              
              165,000
              
              
              (269,468
              )
              
              (7,696,000
              )
              
              
              
              
              165,000Issued
                  shares
              
              
              80,690,853
              
              
              1,735,000
              
              
              
              
              
              
              
              
              
              
              
              1,735,000Net
                  loss
              
              
              
              
              
              
              
              
              (578,609
              )
              
              
              
              
              
              
              
              (578,609
              )Balance
                  - November 30, 2006
              
              
              199,847,764
              
              $
              4,767,579
              
              $
              (11,139,774
              )
              
              —
              
              $
              —
              
              $
              (6,372,195
              )


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


F-5




SENTEX
                  SENSING TECHNOLOGY, INC. AND SUBSIDIARIESCONSOLIDATED
                  STATEMENTS OF CASH FLOWSYears
                  Ended November 30, 2006 and 2005
  2006
              
              2005CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (578,609
              )
              $
              (376,636
              )Adjustments
                  to reconcile net loss to net cashused
                  by operating activities:Loss
                  on disposal of subsidiary
              
              
              —
              
              
              14,414Forgiveness
                  of inter-company debt
              
              
              —
              
              
              (232,500
              )Depreciation
                  and amortization
              
              
              —
              
              
              3,134Noncash
                  interest expense
              
              
              503,243
              
              
              369,819Changes
                  in assets and liabilities:Accounts
                  receivable
              
              
              —
              
              
              5,700Inventory
              
              
              —
              
              
              7,219Other
                  assets
              
              
              —
              
              
              36,042Accounts
                  payable
              
              
              (21,387
              )
              
              78,692Accrued
                  liabilities
              
              
              (35,372
              )
              
              (508,585
              )Total
                  adjustments
              
              
              446,484
              
              
              (226,065
              )Net
                  cash used by operating activities
              
              
              (132,125
              )
              
              (602,701
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESPurchase
                  of leasehold improvements
              
              
              —
              
              
              (19,003
              )Paid
                  in Capital Interest
              
              
              —
              
              
              (34,248
              )Net
                  cash provided by financing activities
              
              
              —
              
              
              (53,251
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  on notes and accounts payable - related party
              
              
              132,057
              
              
              697,999Payments
                  on note payable - related party
              
              
              —
              
              
              (54,851
              )Net
                  cash provided by financing activities
              
              
              132,057
              
              
              643,148NET
                  DECREASE IN CASH
              
              
              (68
              )
              
              (12,804
              )CASH
                  – BEGINNING OF YEAR
              
              
              68
              
              
              12,872CASH
                  – END OF YEAR
              
              $
              —
              
              $
              68Supplemental
                  disclosure of cash flow information:Cash
                  paid during the year for:Interest
              
              $
              —
              
              $
              —See
                  notes to the consolidated financial statements for certain
                  noncashinvesting
                  and financing activities.


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


F-6




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.




Effective
      November 20, 2005 the Company transferred substantially all of the net assets
      of
      Regency Technologies Ltd. to two of the Regency management team members and
      others. (See Note 11.). The Company had been unsuccessful in its quest to raise
      growth capital that was necessary for further growth of Regency Technologies
      Ltd.




We
      therefore completed a smaller transaction whereby members of management and
      others invested their own capital under a purchase agreement with JJJ-RT, LLC
      which resulted in their acquiring control of Regency.




The
      Company will ultimately retain a 20% minority interest in JJJ-RT,
      LLC.




This
      business has been accounted for as a discontinued operation in the consolidated
      statements of operations for the period ended November 30, 2005.




Financial
      information relating to the operations of Regency Technologies Ltd.
      follows:





**BALANCE
                SHEET DATA**
            
            **2006**Current
                assets
            
            $
            721,074Fixed
                Assets (Net)
            
            
            428,204Other
                assets
            
            
            990Total
                Assets
            
            $
            1,150,268Current
                Liabilities
            
            
            260,327Partners’
                Equity
            
            
            889,941Total
                liabilities and partners’ equity
            
            $
            1,150,268





**INCOME
                  STATEMENT**
              
              Years
                  Ended November 30,2006
              
              2005REVENUESNet
                  sales
              
              $
              5,714,448
              
              $
              2,996,278COST
                  AND EXPENSESCost
                  of sales
              
              
              3,960,951
              
              
              1,705,855Selling
                  and general
              
              
              1,759,250
              
              
              1,376,403Total
                  cost and expenses
              
              
              5,720,201
              
              
              3,082,258Other
                  income
              
              
              35,268
              
              
              193,797NET
                  INCOME
              
              $
              29,515
              
              $
              107,817




F-7


SENTEX
        SENSING TECHNOLOGY, INC. AND SUBSIDIARIES
 
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS


**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. The Company continues
                to be
                dependant on the funding resources of one of it substantial shareholders.
                At November 30, 2006 current liabilities exceed current assets by
                $8,272,195 Additionally, at November 30, 2006, the Company has no
                operations. 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 planned ability to arrange adequate
                financing
                and to attain profitable operating activities to sustain required
                cash
                flows.


B.
              Distribution
                  Agreement - The value of the agreement is based upon the fair value
                  of the
                  shares exchanged for the exclusive rights to sell, distribute or
                  manufacture certain biometric products worldwide. This asset will
                  be
                  amortized over a period of ten years and will be subject to impairment
                  of
                  value in future periods.




C.
            Receivable
                and Credit Policies - Through November 20, 2005 accounts receivable
                were
                uncollateralized customer obligations due with various trade terms
                from
                the invoice date and were stated at the amount billed to the customer.
                Payments of accounts receivable were applied to the specific invoices
                identified on the customer's remittance advice. The carrying amount
                of
                accounts receivable was reported net of the allowance for doubtful
                accounts reserve, which reflects management's best estimate of the
                amount
                that would not be collected.





D.
            Revenue
                Recognition - Through November 20, 2005 the Company records revenue
                as
                customers were billed for consulting
                services.





E.
            Concentration
                of Credit and Risk Factors - Financial instruments which potentially
                subject the Company to concentrations of credit risk include cash
                and cash
                equivalents. The Company places its cash and cash equivalents with
                high
                credit quality financial institutions. The amount on deposit in any
                one
                institution that exceeds federally insured limits is subject to credit
                risk. Also see Notes 2.B., 2.G., and
                11.





F.
            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.




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**Note
      2.**  **Summary
      of Significant Accounting Policies (Continued)**





G.
            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.





H.
            Fair
                Value of Certain Financial Instruments - The fair values of cash,
                accounts
                payable, and other short-term obligations approximate their carrying
                values because of the short maturity of these financial
                instruments.





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





J.
              New
                  Accounting Standards - In September 2006, the Financial Accounting
                  Standards Board (“FASB”) issued Statement of Financial Accounting
                  Standards No. 158 (“SFAS 158”), “Employers’ Accounting for Defined Benefit
                  Pension and Other Postretirement Plans — an amendment of FASB Statements
                  No. 87, 88, 106, and 132(R)”, effective for the Company for the year
                  ending December 31, 2006. This statement requires the recognition
                  of the
                  overfunded or underfunded status of a defined benefit postretirement
                  plan
                  as an asset or liability on the balance sheet, and the recognition
                  of
                  changes in that funded status through other comprehensive income.
                  The
                  Company does not believe the adoption of this standard will have
                  a
                  material impact on the consolidated financial statements.





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      157 (“SFAS 157”), “Fair Value Measurements”, effective for the Company beginning
      on January 1, 2008. This Statement defines fair value, establishes a framework
      for measuring fair value, and expands disclosures about fair value measurements.
      This statement establishes a fair value hierarchy that distinguishes between
      valuations obtained from sources independent of the entity and those from the
      entity’s own unobservable inputs that are not corroborated by observable market
      data. SFAS 157 expands disclosures about the use of fair value to measure assets
      and liabilities in interim and annual periods subsequent to initial recognition.
      The disclosures focus on the inputs used to measure fair value and for recurring
      fair value measurements using significant unobservable inputs, the effect of
      the
      measurements on earnings or changes in net assets for the period. The Company
      does not believe the adoption of this standard will have a material impact
      on
      the consolidated financial statements.


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In
      June
      2006, the FASB issued Interpretation No. 48 (“FIN 48”), “Accounting for
      Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109,
      Accounting for Income Taxes,” effective for the Company beginning on January 1,
      2007. FIN 48 clarifies the recognition threshold a tax position is required
      to
      meet before being recognized in the financial statements. FIN 48 also provides
      guidance on disclosure and other matters. Currently, the Company does not expect
      this guidance to have a material impact on its financial
      statements.




In
      March
      2006, the FASB issued Statement of Financial Accounting Standards No. 156,
      “Accounting for Servicing of Financial Assets” (“SFAS 156”), which amends
      accounting and reporting standards for servicing assets and liabilities under
      Statement of Financial Accounting Standards No. 140, “Accounting for Transfers
      and Servicing of Financial Assets and Extinguishments of Liabilities”.
      Specifically, SFAS 156 requires that all separately recognized servicing assets
      and servicing liabilities be initially measured at fair value, if practicable.
      For subsequent measurement purposes, SFAS 156 permits an entity to choose to
      measure servicing assets and liabilities either based on fair value or lower
      of
      cost or market. The Company does not believe the adoption of this standard
      will
      have a material impact on the consolidated financial statements




In
      February 2007, the FASB issued Statement of Financial Accounting Standards
      No.
      159 (“SFAS 159”), “The Fair Value Option for Financial Assets and Financial
      Liabilities”, effective for the Company beginning on January 1, 2008. This
      Statement provides entities with an option to report selected financial assets
      and liabilities at fair value, with the objective to reduce both the complexity
      in accounting for financial instruments and the volatility in earnings caused
      by
      measuring related assets and liabilities differently. The Company does not
      believe the adoption of this standard will have a material impact on the
      consolidated financial statements





K.
            Certain
                amounts in the financial statements for the year ended November 30,
                2006
                have been reclassified to conform with current year
                presentation.





**Note
      3.**  **Investment
      in Regency Technologies, Ltd.**





Due
      to a
      change in control, the Company now accounts for its investment in JJJ-RT, LLC
      on
      the equity method. However, losses and distributions have exceeeded the
      Company’s investment in JJJ-RT, LLC. Accordingly, the Company has reflected such
      investments at zero. The Company’s share of future losses in this investment
      will be suspended for book purposes. Furthermore the Company’s share in future
      income will not be recognized until the aggregate of such income equals the
      aggregate of their suspended losses.




The
      net
      loss on disposal of subsidiary (Regency Technologies, Ltd.) is the result of
      recognizing the net investment deficit in Regency as of November 20, 2005 as
      income to bring the value of the investment to zero and decreasing that gain
      by
      the forgiveness of inter-company debt as stated in the Contribution and
      Investment Agreement. (See note 11.)


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The
      following table sets forth certain summarized financial information of JJJ-RT,
      LLC, the Company’s only investment, based upon the applicable financial
      statements, adjusted for accounting principles generally accepted in the United
      States of America.


Deficit
                    equity in Regency Technologies, Ltd.
                
                $
                218,086Inter-company
                    debt forgiveness
                
                
                (232,500
                )Net
                    loss on disposal of subsidiary
                
                $
                (14,414
                )





**Note
      4.**  **Notes
      Payable - Bank and Other Borrowing Arrangements**





During
      the years ended November 30, 2006 and 2005, the Company's principal stockholder
      (CPS Capital, Ltd.) 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, 2006, the Company had notes payable
      of $7,726,012 including accrued interest of approximately $1,832,000 (bearing
      interest at 1% over the prime rate) to its principal stockholder in connection
      with such unsecured loans.




Interest
      expense for the years ended November 30, 2006 and 2005 amounted to $503,243
      and
      $369,819, respectively.





**Note
      5.**  **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
      6.**  **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 of common stock as determined by the Company's
      Incentive Plan Committee (the "Committee"). The option prices per share of
      common stock, which are 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, 2006 and 2005.




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, 2006, the Company has not granted any appreciation rights under
      the
      Incentive Plan.


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**Note
      7.**  **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, 2006 and 2005.





**Note
      8.**  **Income
      Taxes**





As
      referred to in Note 2, 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:




2006
              
              2005Expected
                  federal income tax benefit atthe
                  statutory rate
              
              
              (34.0
              )%
              
              (34.0
              )%Increase
                  in taxes resulting from:Effect
                  of operating loss for which no taxcarrybacks
                  are available
              
              
              (34.0
              )
              
              34.0—
              %
              
              —
              %


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:





2006
            
            2005Deferred
                tax assets:Net
                operating loss carryforward
            
            $
            3,634,600
            
            $
            3,437,700Other
            
            
            —
            
            
            —Total
                gross deferred tax assets
            
            
            3,634,600
            
            
            3,437,700Less
                valuation allowance
            
            
            3,634,600
            
            
            3,437,700Net
                deferred tax assets
            
            $
            —
            
            $
            —


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, 2006 and
      2005, the Company recorded increases of $196,900 and $202,300, respectively,
      in
      the valuation allowance primarily as a result of the net operating loss
      generated during the year.


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At
      November 30, 2006, the Company had approximately $16,955,000 of net operating
      loss carryforwards available to offset future federal taxable income. The
      federal non-limited net operating loss carryforwards expire at various dates
      from 2014 through 2026. 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 may be subject to limitations as a result of these
      provisions.





**Note
      9.**  **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, 2006, the
      balance due for unpaid management fees was $441,671.




Note
      10.Distribution
      Agreement




On
      September 27, 2006 the Company issued 96,082,924 shares of common stock in
      exchange for an exclusive distribution agreement with SecITV. SecITV
      manufactures and distributes products in the biometric and security arena based
      on fingerprint identification, face recognition and voice recognition
      technology. The average value of the stock was determined to be approximately
      $
      .02 per share as of the date of the transaction. This value is based on the
      limited trading activity of the common stock on the open
      market. ****





**Note
      11. Other**




On
      November 20, 2005, Sentex Sensing Technology, Inc. (the “Company”) entered
      into a Contribution and Investment Agreement (the “Investment Agreement”) with
      JJJ-RT, LLC (“JJJ-RT”), Regency Technologies, Inc. (“Regency”), a wholly owned
      subsidiary of the Company, and Regency Acquisition, LLC (“New LLC”), a wholly
      owned subsidiary of Regency. Under the Investment Agreement, Regency contributed
      all of its operating assets to New LLC and New LLC assumed all of the
      obligations of Regency except for amounts due Robert Kendall, Chief Executive
      of
      the Company, of about $200,000 and certain inter-company accounts payable
      between Regency and the Company in the amount of $47,000, and JJJ-RT has the
      right to invest up to $800,000 in New LLC on an as-needed basis. The members
      of
      JJJ-RT will primarily control when any such investments are made. For every
      $10,000 of capital JJJ-RT invests into New LLC, JJJ-RT would be entitled to
      1%
      of the equity interest until it owned 50% of the interests of New LLC. These
      investments by JJJ-RT would dilute the Company’s interests in New LLC. The
      majority members of JJJ-RT are James Levine, the Executive Vice President of
      Regency, and Julius Hess, a former director and executive officer of the Company
      and a current officer of Regency. Mr. Levine and Mr. Hess are the
      sons-in-law of Mr. Kendall.


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**Note
      11. Other (Continued)**




JJJ-RT
      would not be entitled to purchase any further equity interests beyond a 50%
      interest until the later of (a) the date the Company had another operating
      business or (b) January 31, 2006 (the “Event Date”), as set forth in
      the Investment Agreement. If the executive management determines that more
      than
      $500,000 in funds are required to be invested in New LLC prior to the Event
      Date, then such funds may be invested in New LLC as a loan, which principal
      amount of the loan may be converted into equity interests of New LLC after
      the
      Event Date at a rate of 1% of equity interest for each $10,000 of principal
      that
      is converted. Upon conversion of any such loans, all accrued interest on that
      portion of the converted principal will be forgiven. JJJ-RT would not have
      the
      right to purchase more than 80% of the equity interests in New LLC, whether
      by a
      direct investment in cash or upon conversion of any loans under the terms of
      the
      Investment Agreement, without further agreement from the Company.




The
      Investment Agreement was subject to the receipt of a fairness opinion (the
      “Fairness Opinion”) as to the fairness to the shareholders of the Company of the
      transactions described therein from a financial point of view. The Fairness
      Opinion was received by the Company on November 25, 2005. The Fairness
      Opinion was prepared by Kline & London CPAs, Inc. (“Kline & London”).
      Kline & London had not previously provided services or received fees from
      the Company or Regency. Kline & London’s fees for this engagement were not
      contingent upon a favorable opinion, and they have no verbal, written or implied
      agreement to provide future services or receive future fees from the Company
      or
      Regency.




The
      Company, together with the other parties to the Investment Agreement, determined
      that JJJ-RT should receive 1% equity in New LLC for each 10,000 invested. Such
      amount of compensation was not recommended by Kline & London. However, after
      reviewing and relying upon material relating to the financial and operating
      conditions of the Company and Regency, including (a) the Investment
      Agreement, (b) the Operating Agreement of New LLC, (c) the annual
      filings with the Securities and Exchange Commission (“SEC”) for the three years
      ended November 30, 2002, 2003 and 2004, (d) the quarterly reports
      filed with the SEC for the first three quarters of 2005, (e) internal
      financial analyses and forecasts for the Company and Regency prepared by certain
      members of the senior management of the Company and Regency, and
      (f) certain publicly available information with respect to the Company and
      Regency and other companies engaged in similar operations, and after conducting
      discussions with executive management of the Company, Regency and JJJ-RT
      concerning historical financial performance and future business prospects and
      forecasts and reviewing summary reports prepared by a financial advisor engaged
      to raise capital for the Company, Kline & London provided its opinion that
      the terms of the Investment Agreement are fair, from a financial point of view,
      to the Company’s shareholders.




No
      limitations were imposed by the Company on the scope of the investigation by
      Kline & London. The Fairness Opinion will be made available for inspection
      and copying at the principal executive office of the Company during regular
      business hours by any interested equity security holder.


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**Note
      11. Other (Continued)**




The
      Company will not receive any of the invested cash from JJJ-RT as a payment
      for
      its existing equity interest in Regency, and will be diluted with each sale
      of
      equity interests to JJJ-RT. The Company believes, however, that this transaction
      provides it the best opportunity to realize a potential return on its existing
      investment in light of its existing options.


F-15