<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    ---------

                                   FORM 10-QSB

Mark One

 [X]     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

         For Quarterly Period Ended March 31, 2002

                                       or

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

For the Transition period from _______________ to ________________

Commission File Number 000-08193


                                 SENSYTECH, INC.
                        -------------------------------
                 (Name of Small Business Issuer in its charter)

                Delaware                                        38-1873250
                --------                                        ----------
       (State or other jurisdiction of                        (I.R.S. Employer
       incorporation or organization)                       Identification No.)

               8419 Terminal Road, Newington, Virginia 22122-1430
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code (703) 550-7000
                                                          --------------

       Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

                             Yes   X          No
                                 -----           ------

       As of May 13, 2002, there were 4,056,478 shares of the Registrant's
Common Stock, par value $.01 per share, outstanding.

       Transitional Small Business Disclosure Format (check one):


                             Yes              No   X
                                 -----           ------


<PAGE>

                        SENSYTECH, INC. AND SUBSIDIARIES

                                      INDEX



PART I.  FINANCIAL INFORMATION

<TABLE>
<CAPTION>
Item 1.  Financial Statements (Unaudited)
------
                                                                            Pages
                                                                            -----
<S>                                                                        <C>
Condensed Consolidated Balance Sheets at
     March 31, 2002 and September 30, 2001.............................      3-4

Condensed Consolidated Statements of Income for the
     Three Months Ended March 31, 2002 and March 31, 2001,
     And Six Months Ended March 31, 2002 and March 31, 2001...........       5-6

Condensed Consolidated Statements of Cash Flows for the
     Six Months Ended March 31, 2002 and March 31, 2001...............         7

Notes to Condensed Consolidated Financial Statements...................      8-12


Item 2.    Management's Discussion and Analysis of Results of
------     Operations and Financial Condition..........................     12-16


PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings...........................................       17
-------

Item 4.    Submission of Matters to a Vote of Security Holders.........       17
-------

Item 6.    Exhibits and Reports on Form 8-K............................       17
-------

Signatures ............................................................       18
</TABLE>


<PAGE>





                         SENSYTECH, INC. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                      March 31,              September 30,
                                                                        2002                    2001
                                                                   --------------           ---------------
                                                                     (Unaudited)                  *

<S>                                                                <C>                      <C>
 CURRENT ASSETS
   Cash and cash equivalents                                       $ 1,790,000              $ 4,362,000
   Accounts receivable, net of allowance for doubtful
     accounts of $200,000 at March 31, 2002 and
     September 30, 2001                                              3,911,000                3,091,000
   Unbilled contract costs, net                                      6,473,000                3,563,000
   Inventories (Note 2)                                              2,529,000                   30,000
   Deferred income taxes                                               303,000                  341,000
   Prepaid income taxes                                                      -                  392,000
   Other current assets                                                449,000                  139,000
                                                                   -----------              -----------

         TOTAL CURRENT ASSETS                                       15,455,000               11,918,000

 PROPERTY AND EQUIPMENT                                              2,983,000                1,429,000

 OTHER ASSETS
   Deferred income taxes                                               304,000                  304,000
   Intangibles                                                         200,000                        -
   Other assets                                                         74,000                  115,000
                                                                   -----------              -----------
         TOTAL ASSETS                                              $19,016,000              $13,766,000
                                                                   ===========              ===========
</TABLE>

* The year-end balance sheet data was summarized from audited financial
statements, but does not include all disclosures required by generally accepted
accounting principles.

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


                                        3
<PAGE>


                         SENSYTECH, INC. AND SUBSIDIARY

                CONDENSED CONSOLIDATED BALANCE SHEETS, CONTINUED

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                  March 31,               September 30,
                                                                    2002                       2001
                                                                --------------            -------------
                                                                 (Unaudited)                    *
<S>                                                             <C>                        <C>
 CURRENT LIABILITIES
  Accounts payable                                              $  1,845,000               $    450,000
  Accrued salaries, benefits, and related expenses                 1,517,000                    822,000
  Accrued severance pay                                               34,000                    290,000
  Other accrued expenses                                             403,000                     73,000
  Income taxes payable                                                79,000                          -
  Billings in excess of costs                                      2,126,000                    145,000
                                                                ------------               ------------

        TOTAL CURRENT LIABILITIES                                  6,004,000                  1,780,000

STOCKHOLDERS' EQUITY
  Common stock                                                        41,000                     41,000
  Additional paid-in capital                                       7,581,000                  7,482,000
  Treasury stock, at cost                                           (525,000)                  (525,000)
  Retained earnings                                                5,915,000                  4,988,000
                                                                ------------               ------------
                                                                  13,012,000                 11,986,000
                                                                ------------               ------------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $ 19,016,000               $ 13,766,000
                                                                ============               ============
</TABLE>

* The year-end balance sheet data was summarized from audited financial
statements, but does not include all disclosures required by generally accepted
accounting principles.

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



                                        4
<PAGE>


                         SENSYTECH, INC. AND SUBSIDIARY

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                   March 31,
                                                        2002                       2001
                                                    ------------              --------------
                                                    (Unaudited)                (Unaudited)
<S>                                                 <C>                       <C>
 REVENUE
   Contract revenue                                 $ 7,069,000               $ 4,188,000
                                                    -----------               -----------
 COSTS AND EXPENSES
   Cost of revenues                                   5,176,000                 3,133,000
   General and administrative expenses                1,062,000                   832,000
                                                    -----------               -----------

      Total costs and expenses                        6,238,000                 3,965,000
                                                    -----------               -----------
 INCOME FROM OPERATIONS                                 831,000                   223,000

 OTHER INCOME
    Other income, net                                    11,000                    38,000
    Interest income, net                                 30,000                    46,000
                                                    -----------               -----------

 INCOME BEFORE INCOME TAXES                             872,000                   307,000

 INCOME TAX PROVISION                                  (358,000)                 (131,000)
                                                    -----------               -----------


 NET INCOME                                         $   514,000               $   176,000
                                                    ===========               ===========
 PER SHARE AMOUNTS (Note 3)
   Basic earnings per share                         $      0.13               $      0.04
                                                    ===========               ===========
   Diluted earnings per share                       $      0.12               $      0.04
                                                    ===========               ===========
</TABLE>

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

                                        5
<PAGE>


                         SENSYTECH, INC. AND SUBSIDIARY

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                                               Six Months Ended
                                                                    March 31,
                                                        2002                      2001
                                                    -------------             --------------
                                                     (Unaudited)               (Unaudited)
<S>                                                 <C>                        <C>
 REVENUE
   Contract revenue                                 $ 11,478,000               $  8,453,000
                                                    ------------               ------------
 COSTS AND EXPENSES
   Cost of revenues                                    8,198,000                  6,403,000
   General and administrative expenses                 1,805,000                  1,358,000
                                                    ------------               ------------

      Total costs and expenses                        10,003,000                  7,761,000
                                                    ------------               ------------
 INCOME FROM OPERATIONS                                1,475,000                    692,000

 OTHER INCOME
    Other income, net                                     29,000                     66,000
    Interest income, net                                  56,000                     61,000
                                                    ------------               ------------
 INCOME BEFORE INCOME TAXES                            1,560,000                    819,000

 INCOME TAX PROVISION                                   (633,000)                  (336,000)
                                                    ------------               ------------
 NET INCOME                                         $    927,000               $    483,000
                                                    ============               ============
 PER SHARE AMOUNTS (Note 3)
   Basic earnings per share                         $       0.23               $       0.12
                                                    ============               ============
   Diluted earnings per share                       $       0.22               $       0.12
                                                    ============               ============
</TABLE>

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

                                        6
<PAGE>



                         SENSYTECH, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               Six Months Ended
                                                                                   March 31,
                                                                        2002                   2001
                                                                   --------------          -------------
                                                                    (Unaudited)            (Unaudited)

<S>                                                                <C>                       <C>
 Net cash (used in)  provided by operating activities              $  (185,000)              $ 2,964,000
                                                                   -----------               -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of FEL Corporation                                   (1,950,000)                        -
   Net acquisitions of property and equipment                         (513,000)                 (213,000)
                                                                   -----------               -----------

 Net cash used in investing activities                              (2,463,000)                 (213,000)
                                                                   -----------               -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments on capital lease obligations                           -                   (24,000)
   Proceeds of stock option exercises                                   76,000                   155,000
   Payments on purchase of treasury stock                                    -                   (18,000)
                                                                   -----------               -----------

 Net cash provided by financing activities                              76,000                   113,000
                                                                   -----------               -----------

 Net (decrease) increase in cash and cash equivalents               (2,572,000)                2,864,000
 Cash and cash equivalents, beginning of period                      4,362,000                 1,512,000
                                                                   -----------               -----------

 Cash and cash equivalents, end of period                          $ 1,790,000               $ 4,376,000
                                                                   ===========               ===========
 Supplemental disclosure of cash flow information:
   Cash paid for interest                                          $         -               $     3,000
                                                                   ===========               ===========
   Cash paid for income taxes                                      $         -               $         -
                                                                   ===========               ===========
   Acquisition related costs included in accounts
     payable and accrued expenses                                  $   150,000               $         -
                                                                   ===========               ===========

</TABLE>

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



                                        7
<PAGE>





                        SENSYTECH, INC. AND SUBSIDIARIES


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



1.      BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information for commercial and industrial companies and with the
instructions to Form 10-QSB and Rule 10-01 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for fair presentation have been included. Operating results
for the three and six month periods ended March 31, 2002 are not necessarily
indicative of the results that may be expected for the fiscal year ending
September 30, 2002. Inter-company accounts and transactions have been eliminated
in consolidation. For further information, refer to Sensytech, Inc.'s Annual
Report on Form 10-KSB for the year ended September 30, 2001.

2.      INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
                                                          MARCH 31,
                                                          ---------
                                                 2002                    2001
                                                 ----                    ----
<S>                                           <C>                     <C>
Raw materials                                 $  529,000              $        -
Component parts, work in process               1,768,000                       -
Finished component parts                         232,000                  30,000
                                              ----------              ----------
                                              $2,529,000              $   30,000
                                              ==========              ==========
</TABLE>

3.      EARNINGS PER SHARE

The computation of net earnings per share is based on the weighted average
number of shares of common stock outstanding during the periods presented. The
weighted average number of shares used in the basic earnings per share
calculation was 3,999,325 and 3,986,126 for the three-month periods ended March
31, 2002 and 2001, respectively, and 3,982,975 and 3,970,592 for the six-month
periods ended March 31, 2002 and 2001, respectively. The weighted average number
of shares used in the diluted earnings per share calculation was 4,274,235 and
4,056,978 for the three-month periods ended March 31, 2002 and 2001,
respectively. The weighted average number of shares used in the diluted earnings
per share calculation was 4,192,876 and 4,030,185 for the six-month periods
ended March 31, 2002 and 2001, respectively.

                                       8


<PAGE>



<TABLE>
<CAPTION>
                                                                      QUARTER ENDED
                                                                        MARCH 31,
                                                                        ---------
                                                               2002                    2001
                                                               ----                    ----
<S>                                                         <C>                     <C>
Net income                                                  $  514,000              $  176,000
                                                            ==========              ==========
Weighted average shares outstanding - basic                  3,999,325               3,986,126
Effect of dilutive securities:
Dilutive shares upon exercise of stock options                 274,910                  70,852
                                                            ----------              ----------
Weighted average shares outstanding - diluted                4,274,235               4,056,978
Basic earnings per share                                    $      .13              $      .04
Diluted earnings per share                                  $      .12              $      .04
</TABLE>



<TABLE>
<CAPTION>
                                                                    SIX MONTHS ENDED
                                                                        MARCH 31,
                                                                        ---------
                                                               2002                     2001
                                                               ----                     ----
<S>                                                         <C>                     <C>
Net income                                                  $  927,000              $  483,000
                                                            ==========              ==========
Weighted average shares outstanding - basic                  3,982,975               3,970,592
Effect of dilutive securities:
Dilutive shares upon exercise of stock options                 209,901                  59,593
                                                            ----------              ----------
Weighted average shares outstanding - diluted                4,192,876               4,030,185
Basic earnings per share                                    $      .23              $      .12
Diluted earnings per share                                  $      .22              $      .12
</TABLE>


4.      ACQUISITION

On February 1, 2002, the Company acquired, through its wholly owned subsidiary
ST Production Systems, Inc. (STPSI), certain assets related to the government
contract business of FEL Corporation (FEL) for approximately $1,850,000 in cash
and $250,000 of expenses related to the acquisition. The acquisition related
expenses consist of legal, accounting, and other professional services and fees.
The acquisition has been recorded under the purchase method of accounting and,
accordingly, the results of operations of STPSI business since February 1, 2002
have been included in the consolidated financial statements.

The Company has utilized the guidance of Statement of Financial Accounting
Standards (SFAS) No. 141, "Business Combinations", and SFAS No. 142, "Goodwill
and Other Intangible Assets", which were issued in July 2001. SFAS No. 141
requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001 and that goodwill, as well as any
intangible assets believed to have an indefinite useful life, shall not be
amortized for financial reporting purposes. In connection with the acquisition,
$200,000 of intangible assets were identified and are related to contracts and
production manuals and processes acquired, and were determined to have a
definite life of eighteen months. The Company currently has recognized no
goodwill in connection with the acquisition.


                                       9

<PAGE>

The Company has made a preliminary allocation of the purchase price to the fair
value of assets and liabilities acquired. The allocation is subject to change
based on final determination of the fair value of assets and liabilities
acquired. The allocation is as follows:

<TABLE>
<S>                                               <C>
               Assets:
               Accounts receivable                     $550,000
               Inventories and unbilled
                 contract costs                         205,000
               Intangible assets                        200,000
               Equipment                              1,320,000
               Other assets                             100,000
               Liabilities:
               Accounts payable and
                 accrued expenses                      (275,000)
               Purchase price and                      ---------
                 acquisition-related expenses        $2,100,000
                                                     ==========
</TABLE>

The following condensed proforma results of operations reflect the proforma
combinations of the Company and the acquired FEL business as if the combination
occurred at the beginning of the periods presented, compared with the actual
results of operations for Sensytech for the quarter and six months ended March
31, 2002.


<TABLE>
<CAPTION>
                                                  QUARTER ENDED                                  QUARTER ENDED
                                        HISTORICAL              PROFORMA               HISTORICAL              PROFORMA
                                      MARCH 31, 2002         MARCH 31, 2002          MARCH 31, 2001         MARCH 31, 2001
                                      --------------         --------------          --------------         --------------
<S>                                   <C>                     <C>                    <C>                     <C>
Revenues                                $7,069,000              $8,075,000             $4,188,000              $7,206,000
Incomes from operations                    831,000                 776,000                223,000                  58,000
Net income                                 514,000                 451,000                176,000                 (16,000)
Diluted earnings per share                     .12                     .11                    .04                     .00
</TABLE>



<TABLE>
<CAPTION>
                                                   SIX MONTHS ENDED                              SIX MONTHS ENDED
                                         HISTORICAL                PROFORMA            HISTORICAL                PROFORMA
                                       MARCH 31, 2002           MARCH 31, 2002       MARCH 31, 2001           MARCH 31, 2001
                                       --------------           --------------       --------------           --------------
<S>                                     <C>                      <C>                  <C>                      <C>
Revenues                                $11,478,000              $15,502,000           $8,453,000              $14,489,000
Incomes from operations                   1,475,000                1,255,000              692,000                  362,000
Net income                                  927,000                  686,000              483,000                   95,000
Diluted earnings per share                      .22                      .16                  .12                      .02
</TABLE>

For the purposes of preparing the proformas, the results of the FEL business
acquired for 2002 included above represents one month for the three month period
and four months for the six month period of FEL for FEL's government contract
business' latest fiscal year ended December 31, 2001. For the purposes of
preparing the proformas, the results of the FEL business acquired for 2001
included above represents three months for the three month period and six months
for the six month period of FEL's government contract business' for the latest
fiscal year ended December 31, 2001. Information for FEL for periods prior to
January 1, 2001 was not available. Proforma adjustments included the
amortization of intangible assets over an eighteen month period, the reduction
of interest income for cash used for the acquisition and depreciation for
acquired equipment using a three year life.

5.      SEGMENT REPORTING

The Company operates in the passive surveillance and countermeasures market for
domestic and international clients. The Company's systems are globally
applicable to the defense markets and their allied information agencies for
land, air, and sea-based applications. The Company is customer-focused by
providing tailored solution-based systems as follows:

-       The Defense System (DSG) Group is comprised of the former EW (EWG) Group
        and STPSI. Defense Systems (DSG) Group designs, develops, and supports
        products which intercept, analyze, classify, identify, localize and
        track microwave signals from radars and weapons. The Company's


                                       10

<PAGE>
        Electronic Support Measure (ESM) systems are used on military platforms,
        such as ships, submarines, patrol aircraft, and at ground installations,
        to intercept, analyze and identify radar/weapon signals. Where the
        client desires to obtain electronic countermeasures for these potential
        threats, the Defense Systems Group provides integrated Electronic
        Countermeasures (ECM) systems for both tactical and training scenarios.
        The Defense Systems Group manufactures airborne and surface ship
        communications and anti-torpedo defense systems for domestic and
        international clients.

-       Communication (Comms) Group designs, develops, and supports products
        that intercept signals, analyze the on-line communication, and identify
        and localize the involved parties. These systems are generally employed
        in aircraft, ships and ground installations to intercept transmissions
        occurring over established communications networks.

-       Imaging Group designs, develops, and supports products for
        multispectral, infrared, and light imaging systems which are employed on
        land and on aircraft for the remote sensing of damage assessment,
        environmental pollution, facility inspection, utility monitoring, and
        situation awareness.

The Company does not have a significant amount of inter-segment revenue and
evaluates segment performance based upon revenue and income from operations by
group. The combined segments income from operations equals the income from
operations as reported in the Consolidated Statements of Income of the Company.
The Company does not allocate interest, other income and expenses or income
taxes to the three segments and does not produce separate balance sheet
information for such segment. The revenue and income from operations by segment
for the three months and six months ended March 31, 2002 and 2001 are as
follows:


<TABLE>
<CAPTION>
                                                       QUARTER ENDED
                                                          MARCH 31,
                                                         ----------
                                                2002                     2001
                                                ----                     ----
<S>                                         <C>                      <C>
Revenue:
   DSG                                      $ 3,991,000              $ 3,201,000
   Comms                                      2,416,000                  771,000
   Imaging                                      662,000                  216,000
                                            -----------              -----------
   Total                                    $ 7,069,000              $ 4,188,000
                                            ===========              ===========

Income (Loss) From Operations:
   DSG                                      $   221,000              $   203,000
   Comms                                        529,000                  129,000
   Imaging                                       81,000                 (109,000)
                                            -----------              -----------
   Total                                    $   831,000              $   223,000
                                            ===========              ===========
</TABLE>


                                       11

<PAGE>



<TABLE>
<CAPTION>
                                                      SIX MONTHS ENDED
                                                          MARCH 31,
                                                          ---------
                                               2002                     2001
                                               ----                     ----
<S>                                         <C>                      <C>
Revenue:
   DSG                                      $ 5,608,000              $ 6,100,000
   Comms                                      4,195,000                1,937,000
   Imaging                                    1,675,000                  416,000
                                            -----------              -----------
   Total                                    $11,478,000              $ 8,453,000
                                            ===========              ===========

Income (Loss) From Operations:
   DSG                                      $   267,000              $   437,000
   Comms                                        950,000                  415,000
   Imaging                                      258,000                 (160,000)
                                            -----------              -----------
   Total                                    $ 1,475,000              $   692,000
                                            ===========              ===========
</TABLE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

The following discussion provides information which management believes is
relevant to an assessment and an understanding of the Company's operations and
financial condition. This discussion should be read in conjunction with the
condensed consolidated financial statements and accompanying notes.

Forward-looking Statements

Statements in this filing which are not historical facts are forward-looking
statements under the provisions of the Private Securities Litigation Reform Act
of 1995. All forward-looking statements involve risks and uncertainties. These
statements are based upon numerous assumptions about future conditions that
could prove not to be accurate. Actual events, transactions or results may
materially differ from the anticipated events, transactions or results described
in such statements. The Company's ability to consummate such transactions and
achieve such events or results is subject to certain risks and uncertainties. In
addition to those specifically mentioned above, such risks and uncertainties
include, but are not limited to, the existence of demand for, and acceptance of
the Company's products and services, regulatory approvals and developments,
economic conditions, the impact of competition and pricing, results of financing
efforts and other factors affecting the Company's business that are beyond the
Company's control. The Company undertakes no obligation and does not intend to
update or revise these forward-looking statements to reflect future events or
circumstances.

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001:

RESULTS OF OPERATIONS

Revenue for the three months ended March 31, 2002 was $7,069,000 compared to
$4,188,000 for the three months ended March 31, 2001, resulting in a $2,881,000
or a 68.8% increase. The increase was due primarily to new contract awards in
the Communications Group and the Imaging Group of approximately $2,091,000, in
addition to revenues generated by STPSI of approximately $2,053,000, and offset
by a decrease in other Defense Systems Group revenue of $1,263,000. During the
three months ended March 31, 2002, the three largest revenue producing



                                       12

<PAGE>

contracts were the AN/BLQ-10, AN/SLQ-25A Surface Ship Torpedo Defense System,
and Firehawk Communications Systems, which contributed 41% of revenue.

The total amount of negotiated backlog, including both unfilled firm orders for
the Company's products for which funding had been authorized and appropriated by
the customer, and firm orders for which funding had not been appropriated as of
March 31, 2002 and 2001 was $21,403,000 and $4,300,000, respectively. This
increase is due to an increase in new funded order activity and to the FEL
acquisition.

Cost of revenue, as a percentage of revenue, decreased from 74.8% for the three
months ended March 31, 2001 to 73.2% for the three months ended March 31, 2002.
The Company attributes the decrease to improved margins resulting from a change
of contract mix of international and commercial business in its Communications
and Imaging segments.

For the three months ended March 31, 2002, general and administrative expenses
increased from $832,000 to $1,062,000 resulting in a $230,000 or a 27.6%
increase compared to the three-month period ended March 31, 2001. The increase
was due principally to the added salaries and related benefits of new employees
hired for STPSI of approximately $80,000 and to an increase in the internally
funded research and development costs of $44,000.

Net interest income was $30,000 for the three months ended March 31, 2002,
compared to $46,000 for the three months ended March 31, 2001. The change
resulted from lower invested balances and lower rates of return on investments
during FY2002.

Income tax expense consists of federal and state income taxes. The Company's
effective tax rate was 41.0% for the three months ended March 31, 2002, compared
to an effective tax rate of 42.7% for the three months ended March 31, 2001. The
effective tax rate varies from the federal statutory rate primarily due to state
taxes and other nondeductible expenses.

Net income for the three months ended March 31, 2002 increased to $514,000,
compared to net income of $176,000 for the three months ended March 31, 2001.
The increase of $338,000 was the result of the items discussed above.

SIX MONTHS ENDED MARCH 31, 2002 COMPARED TO SIX MONTHS ENDED MARCH 31, 2001:

RESULTS OF OPERATIONS

Revenue for the six months ended March 31, 2002 was $11,478,000 compared to
$8,453,000 for the six months ended March 31, 2001, resulting in a $3,025,000 or
a 35.8% increase. The increase was due primarily to new contract awards in the
Communications Group and the Imaging Group of approximately $3,517,000, in
addition to revenues generated by STPSI of approximately $2,053,000 since the
date of acquisition offset by a decrease in other Defense Systems Group revenue
of $2,545,000. During the six months ended March 31, 2002, the three largest
revenue producing contracts were the AN/BLQ-10, AN/SLQ-25A Surface Ship Torpedo
Defense System, and Firehawk Communications Systems, which contributed 35% of
revenue.

Cost of revenue, as a percentage of revenue decreased from 75.7% for the six
months ended March 31, 2001 to 71.4% for the six months ended March 31, 2002.
The Company attributes the decrease to improved margins resulting from a change
of contract mix of international and commercial business in its Communications
and Imaging segments.

For the six months ended March 31, 2002, general and administrative expenses
increased from $1,358,000 to $1,805,000 or a 32.9% increase compared to the


                                       13

<PAGE>
six-month period ended March 31, 2001. The increase was due principally to the
added salaries and related benefits of new employees hired for STPSI of
approximately $80,000 and to an increase in the internally funded research and
development costs of approximately $311,000.

Net interest income was $56,000 for the six months ended March 31, 2002,
compared to $61,000 for the six months ended March 31, 2001. The change was the
result of lower invested balances and lower rates of return on investments
during FY2002.

Income tax expense consists of federal and state income taxes. The Company's
effective tax rate was 40.6% for the six months ended March 31, 2002, compared
to an effective tax rate of 41% for the six months ended March 31, 2001. The
effective tax rate varies from the federal statutory rate primarily due to state
taxes and other nondeductible expenses.

Net income for the six months ended March 31, 2002 increased to $927,000,
compared to net income of $483,000 for the six months ended March 31, 2001. The
increase of $444,000 was the result of the items discussed above.

LIQUIDITY AND SOURCES OF CAPITAL

Cash flows used in operating activities were $185,000 for the six months ended
March 31, 2002, compared to cash flows provided by operating activities of
$2,964,000 during the comparable six month period of fiscal year 2001. The
decrease is attributable to an increase in unbilled receivables of approximately
$2,755,000 and an increase in inventories, of which approximately $1,768,000 is
largely for the Fast Missile Craft Program for the Egyptian Navy under the FMF
program, for which Lockheed Martin is our prime contractor. Negotiations with
Lockheed Martin on the terms and price for this contract have been completed. We
are awaiting formal authorization to proceed from Lockheed Martin, which
authorization must originate with the Egyptian government. We had been advised
that final approval to proceed would be by March 31, 2002, but this date has now
been revised to May 30, 2002. Although we do not believe that the contract is in
jeopardy, given the delays experienced, we can not with any certainty plan on a
contract notice to proceed until sometime after May 30, 2002.

The net cash used for investing activities during the six-month period ended
March 31, 2002 was $2,463,000, compared to net cash used by the Company by its
investing activities of $213,000 during the first six months of fiscal year
2001. The Company acquired the government contracting business of FEL
Corporation for $1,850,000. The remaining expenditures of $183,000 were related
to the acquisition of other property and equipment. The Company paid for these
acquisitions using cash on hand.

The net cash provided by the Company in financing activities during the
six-month period ended March 31, 2002 was $76,000, compared to $113,000 during
the comparable six-month period of fiscal year 2001. The 2002 activity was
principally the result of the proceeds of stock option exercises. The Company's
existing $5,000,000 line of credit and related note payable with its bank
expired on February 28, 2002. The Company has renewed the line of credit for
$10,000,000 for an additional year. The line of credit was increased to
accommodate stand-by letters of credit required for anticipated international
contracts.

The Company has issued standby letters of credit amounting to $2,936,000 as of
March 31, 2002. Letters of credit are issued to international customers as
collateral primarily for advance payments made by the customer pending final
delivery of a product or service. The outstanding letters of credit serve to
reduce the line of credit availability. There were no borrowings outstanding
under the line of credit as of March 31, 2002 and the amount available for
borrowing was $883,000.


                                       14

<PAGE>
The Company has commitments under noncancelable operating leases with unrelated
third parties for its office and production equipment and facilities, including
facilities for STPSI, with the following scheduled payments as of March 31,
2002: remainder of 2002, $467,000; 2003, $961,000; 2004, $665,000; 2005,
$498,000; 2006, $501,000; and thereafter, $4,595,000.

The Company believes that its existing funds, amounts generated by operations,
and amounts available for borrowings under its line of credit will be sufficient
to meet its current working capital needs. The Company's expected growth in the
international and domestic markets, especially in the international market, may
require additional sources of liquidity. The Company is exploring options for
obtaining additional liquidity. However, there can be no assurance as to when or
on what terms any additional source or sources of liquidity can be obtained.

ACQUISITION OF THE OPERATING ASSETS OF FEL

On February 1, 2002, the Company acquired (through a wholly owned, subsidiary,
ST Production Systems, Inc.) the operating assets related to the government
contract business of FEL Corporation (FEL) for $1,850,000 and $250,000 of
expenses related to the acquisition. The Company assumed no leases, but
negotiated a lease for one existing facility to consolidate operations. Among
the assets acquired, the Company assumed 21 contracts of which 14 are with the
U.S. Department of Defense and 7 with other companies or foreign governments.
FEL had filed for Chapter 11 bankruptcy in May of 2001 and, as a result, FEL's
business operations had been significantly reduced during 2001 in an attempt to
manage resources.

The three largest fixed price contracts acquired from FEL are for the production
of AN/SLQ-25A Surface Ship Torpedo Defense System, AN/SRQ-4 Shipboard Radio
Terminal for the LAMPS System, and the MK-65 Quickstrike Mine, all of which were
in limited production at the time of the acquisition.

The Company, prior to closing the acquisition, obtained commitments from the
existing customers of FEL to reform the contracts being assumed once a
reasonable delivery schedule could be established. The Company committed to
expedite deliveries of existing contracted systems and return the production
facility to an efficient and competitive operation. Although we believe that we
have commitments from our customers that the contracts will be reformed to
reflect a revised delivery schedule, there are no assurances that this will
occur, however, we expect the reforming to occur during the third and fourth
quarter of 2002.

ST Production Systems, Inc. (STPSI) is restructuring the former FEL government
contract operations to make them more efficient and to integrate them into the
Company's overall operations. There may be further impacts on both direct costs
and indirect costs as a result of unidentified operational issues associated
with the activities noted above, timing of contract modifications, employee
retention and training, and our ability to identify and win new contract
efforts. These cost impacts could erode expected profits and severely limit the
competitiveness of this business. The Company expects any restructuring to be
substantially completed in the third and fourth quarters of 2002. While there is
no way to accurately predict the costs of this restructuring at this time, the
Company does not expect those costs to materially adversely affect its estimates
of income from the Company for the next twelve months. However, management is
implementing process and procedures similar to those used by the parent Company
to improve forecasting and cost control.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Inventories are stated at the lower of cost or market, determined on the
first-in, first-out basis. Inventories consist of component parts work in
process, raw materials, and finished component parts, which are held for


                                       15

<PAGE>

use in current and future anticipated contracts. The production of these
components is expected to reduce the lead-time for certain contract
deliverables.

Revenue is primarily recognized on the percentage of completion basis. The
Company closely monitors contract performance and cost on a monthly cycle, and
feels that its estimation processes are appropriate. The Company accrues revenue
using the percentage of completion method, based on the ratio of costs incurred
to date over total anticipated costs. Management believes this is an accurate
measure of the percentage completed on its contracts. Program estimates of costs
to complete are processed and reviewed on a monthly basis. The Company currently
has no contracts for which it has not recorded any anticipated losses. Revenues
under cost reimbursement contracts are recorded as costs are incurred and
include estimated earned fees in the proportion that costs incurred to date bear
to total estimated costs.

The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
periods. Some of the most significant estimates used in preparing the financial
statements relate to contract accounting, collectability of accounts receivable
and accrued expenses.

Internally funded research and development costs are included in general and
administrative expenses in the consolidated income statements. The Company's
applied research and development in the current quarter focused on advanced
scanning capabilities, an upgrade to a digital receiver and upgraded pulse
analyzer; all are expected to assist in anticipated future contracts. The amount
of internally funded research and development costs expensed during the three
month periods ended March 31, 2002 and 2001 are $423,000 and $379,000,
respectively. The amount of internally funded research and development costs
expensed during the six month periods ended March 31, 2002 and 2001 are $836,000
and $525,000, respectively.


                                       16


<PAGE>


PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company is not a party to, nor is any of its property the subject of, any
pending legal proceedings other than that which is incidental to the ordinary
course of business.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the period covered by this report, the Company filed with the Securities
and Exchange Commission and delivered to its shareholders the Company's Proxy
Statement for its Annual Meeting of Stockholders held February 12, 2002.

  (a)   The Company's Annual Meeting of Stockholders was held on
        February 12, 2002.

  (b)   The nominees for the Board of Directors are identified below.

  (c)   The inspector of election tabulated the following votes for the
        election of directors:

<TABLE>
<CAPTION>
                                      Election of Directors
                                                       Number of Votes      Abstentions and Broker
Nominee for Office          Number of Votes "For"         "Against"                Non-Votes
------------------          ---------------------         ---------                ---------
<S>                         <C>                        <C>                  <C>
Charles W. Bernard                3,363,130                  6,421                  18,350
John Irvin                        3,363,330                    -0-                  18,350
S. R. Perrino                     3,363,330                    -0-                  18,350
Philip H. Power                   3,274,026                  8,786                  18,350
S. Kent Rockwell                  3,275,230                  6,678                  18,350
John D. Sanders                   3,363,130                  8,786                  18,350
</TABLE>

The inspector of election tabulated the following votes for the ratification of
the selection of PricewaterhouseCoopers LLP as the Company's independent
accountants for the 2002 fiscal year:

<TABLE>
<CAPTION>
                                                                        Abstentions and Broker
      Number of Votes "For"           Number of Votes "Against"                Non-Votes
      ---------------------           -------------------------                ---------
<S>                                  <C>                                 <C>
            3,358,465                           3,400                            3,715
</TABLE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits.  The Company has no exhibits during this period.

Reports on Form 8-K. The Company filed a Report on Form 8-K on February 15,
2002, reporting under Item 2 the FEL acquisition.



                                       17
<PAGE>


                                   SIGNATURES



In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                SENSYTECH, INC.

May 15, 2002                    By: /s/ S. Kent Rockwell
                                    -----------------------------------------
                                    S. Kent Rockwell
                                    Chairman, Chief Executive Officer
                                    & President


                                By:  /s/ Donald F. Fultz
                                    -----------------------------------------
                                    Donald F. Fultz
                                    Treasurer, Vice President and
                                    Chief Financial Officer




                                       18