**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-Q**

 

 

**x**

**QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE**

**ACT OF 1934**

**For the Quarterly Period Ended August 31, 2010**

 

**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: 000-29990**

 

**SENSE TECHNOLOGIES INC.**

**(Exact name of registrant as specified in its charter)**

**British Columbia**

 

**90010141**

**(State or other jurisdiction of**

**incorporation or organization)**

 

**(I.R.S. Employer**

**Identification No.)**

**2535 N. Carleton Avenue**

**Grand Island, Nebraska**

 

**    68803**

**(Address of principal executive offices)**

 

**(Zip Code)**

  

**(308) 381-1355**

**(Registrant’s telephone number, including area code)**

**None**

**(Former name, former address and former fiscal year, if changed since last report)**

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes    x      No     ̈

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES   o      NO   x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

 

 

Large accelerated filer   ̈

 

Accelerated filer   ̈

Non-accelerated filer        ̈

 

Smaller reporting company   x

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈  No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

**Class**

 

**Outstanding at October 15, 2010**

Common Stock

 

72,704,650 shares

TABLE OF CONTENTS

Sense Technologies Inc. Form 10-Q
 

 

 

**PART I-FINANCIAL INFORMATION**

**1**

 

 

ITEM 1. FINANCIAL STATEMENTS.

1

BALANCE SHEETS AS OF AUGUST 31, 2010 (UNAUDITED) AND FEBRUARY 28, 2010

2

STATEMENTS OF LOSSES FOR THE THREE AND SIX  MONTHS  ENDED AUGUST 31, 2010 AND 2009 (UNAUDITED)

3

STATEMENTS OF CASH FLOWS FOR THE THREE AND SIX MONTHS ENDED AUGSUT 31, 2010 AND 2009 (UNAUDITED)

4

STATEMENT OF STOCKHOLDERS’ DEFICIENCY FOR THE SIX MONTHS ENDED AUGUST 31, 2010

 

(UNAUDITED) 

5

NOTES TO UNAUDITED FINANCIAL STATEMENTS

6

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

10

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

13

ITEM 4T. CONTROLS AND PROCEDURES.

13

** **

 

**PART II-OTHER INFORMATION**

**14**

 

 

ITEM 1. LEGAL PROCEEDINGS.

14

ITEM 1A. RISK FACTORS.

14

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

14

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

14

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

14

ITEM 5. OTHER INFORMATION.

14

ITEM 6. EXHIBITS.

14

** **

 

**SIGNATURES**

**15**

 

**PART I-FINANCIAL INFORMATION
**Item 1. Financial Statements.**

**SENSE TECHNOLOGIES INC.**

**INTERIM FINANCIAL STATEMENTS**

**August 31, 2010**

(Stated in US Dollars)

( Unaudited )

Form 10-Q 

Page 1

**SENSE TECHNOLOGIES INC.**

 BALANCE SHEETS

** As of August 31, 2010 and February 28, 2010**

 (Stated in US Dollars)

 (Unaudited)

  

  

August 31,

  

  

February 28,

  

  

  

2010

  

  

2010

  

**ASSETS**

  

Current

  

  

  

  

  

  

     Cash

$

-

 

$

709

 

     Accounts receivable

 

20,370

 

 

7,034

 

     Accounts receivable – related party

 

2,532

 

 

2,532

 

     Prepaids

  

22,159

 

  

8,974

  

  Total Current Assets

  

45,061

  

  

19,249

  

  

  

  

  

  

  

  

Equipment – Net of accumulated depreciation of $98,827 and $93,308 at August 31, 2010 and February 28, 2010, respectively

  

43,880

  

  

49,399

  

Intangible assets

  

51

  

  

51

  

  Total Assets

$

88,992

  

$

 68,699

  

  

  

  

  

  

  

  

**LIABILITIES**    

  

Current

  

  

  

  

  

  

     Bank overdraft

$

4,965

  

$

 -

  

     Accounts payable

  

227,784

  

  

251,055

  

     Accounts payable – related party

 

51,850

 

 

47,284

 

     Accrued expenses

 

664,526

 

 

841,155

 

     Accrued expenses – related party

 

671,701

 

 

977,945

 

     Notes payable

 

486,273

 

 

472,062

 

     Notes payable – related party

  

432,500

 

  

432,500

 

     Advances payable – related entity

  

3,050

  

  

19,105

  

     Dividends payable

  

250,528

  

  

234,732

  

     Convertible promissory notes payable

  

584,447

  

  

584,447

  

  Total Current Liabilities

  

3,377,624

  

  

3,860,285

  

  

  

  

  

  

  

  

**STOCKHOLDERS' DEFICIENCY**    

  

  

  

  

  

  

  

  

Class A preferred shares, without par value, redeemable at $1 per share, 20,000,000 shares authorized, 315,914 shares issued

  

  

  

  

  

  

 at August 31, 2010 (February 28, 2010: 315,914)

  

315,914

  

  

315,914

  

Common stock, without par value 100,000,000 shares authorized,

  

  

  

  

  

  

 72,704,650 shares issued at August  31, 2010 (February 28, 2010:  66,804,651)

  

13,915,175

  

  

13,135,268

  

Common stock subscribed

  

146,889

  

  

190,889

  

Deficit

  

(17,666,610

)

  

(17,433,657

)

  Total Stockholders’ Deficiency

  

(3,288,632

)

  

(3,791,586

) 

  Total Liabilities and Stockholders’ Deficiency

$ 

88,992

  

$

 68,699

  

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS

Form 10-Q 

Page 2

**SENSE TECHNOLOGIES INC.**INTERIM STATEMENTS OF LOSS for the three and six months ended August 31, 2010 and 2009 (Stated in US Dollars)  (Unaudited)

  

  

Three months ended 

  

  

Six months ended 

  

  

  

August 31, 

  

  

August 31, 

  

  

  

2010 

  

  

2009 

  

  

2010 

  

  

2009 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales 

$ 

101,807 

  

$ 

39,119 

  

$ 

147,933 

  

$ 

46,128 

  

Direct costs 

  

  

  

  

  

  

  

  

  

  

  

  

     Cost of sales 

 

- 

  

 

22

  

 

- 

  

 

631 

  

     Manufacturing expenses 

  

25,314

  

  

12,792

  

  

35,568 

  

  

12,792

  

     Research and development 

  

- 

  

  

1,080

  

  

- 

  

  

2,630

  

     Commissions

 

21,751

 

 

10,778

 

 

29,977

 

 

20,708

 

     Royalties

 

17,000

 

 

50,000

 

 

67,000

 

 

100,000

 

 

 

64,065

 

 

74,672

 

 

132,545

 

 

136,761

 

 

 

37,742

 

 

(35,553

)

 

15,388

 

 

(90,633

)

 Expenses 

   Advertising and marketing

  

1,018

6,900

3,000 

  

  

      

18,025

8,700

1,000

  

  

1,018

29,600

6,000 

  

  

51,658

9,500

5,179 

  

   Consulting fees

   Contract labor

   Depreciation 

  

2,760 

  

  

4,097 

  

  

5,519 

  

  

7,149 

  

   Filing fees 

  

200 

  

  

1,885 

  

  

3,935 

  

  

2,490 

  

   Insurance 

  

6,616 

  

  

6,742 

  

  

13,385 

  

  

14,069 

  

   Interest and bank charges  

  

37,900 

  

  

54,399 

  

  

113,000 

  

  

104,924 

  

   Legal and accounting 

  

30,360 

  

  

35,807 

  

  

40,981 

  

  

35,957 

  

   Office and miscellaneous 

  

2,567 

  

  

141,885 

  

  

5,973

  

  

146,915 

  

   Rent 

  

902 

  

  

17,210 

  

  

1,718 

  

  

34,413 

  

   Shareholder information and printing 

  

- 

  

  

62 

  

  

-

  

  

62 

  

   Telephone and utilities 

  

- 

  

  

627 

  

  

-

  

  

1,531 

  

   Transfer agent fees 

  

- 

  

  

2,315 

  

  

2,764 

  

  

2,315 

  

   Travel and automotive 

  

7,293 

  

  

1,101 

  

  

8,650 

  

  

10,709 

  

  

  

99,516 

  

  

293,855 

  

  

232,543 

  

  

426,871 

  

Net Operating Loss

 

(61,774

)

 

(329,408

)

 

(217,155

)

 

(517,504

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 Rental income

  

-

  

  

1,636

  

  

-

  

  

6,544

  

 

 

 

 

 

 

 

 

 

 

 

 

 

Net  loss from operations 

 

 (61,774

)

 

 (327,772 

) 

 

(217,155

)

 

 (510,960 

)  

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred dividends, paid or accrued

 

7,899

 

 

7,899

 

 

15,798

 

 

15,798

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net  loss attributable to common stockholders

$

(69,643

)

$

(335,771

)

$

(232,953

)

$

(526,758

)

  

  

  

  

  

  

  

  

  

  

  

  

  

Basic and diluted loss per share 

$ 

0.00 

 

$ 

 (0.01 

) 

$ 

 0.00 

 

$ 

 (0.01 

) 

  

  

  

  

  

  

  

  

  

  

  

  

  

Weighted average number of shares outstanding 

  

72,704,650 

  

  

62,204,651 

  

  

69,754,651 

  

  

62,204,651 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS

Form 10-Q 

Page 3

**SENSE TECHNOLOGIES INC.**

 INTERIM STATEMENTS OF CASH FLOWS

 for the three and six months ended August 31, 2010 and 2009

 (Stated in US Dollars)

 (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

  

 

Three Months

 Ended 

August 31, 2010

 

 

Three Months

 Ended 

August 31, 2009

 

  

Six Months

 Ended 

August 31, 2010

 

Six Months

 Ended 

August 31, 2009

  

Operating Activities

 

 

 

 

 

 

  

 

 

 

  

   Net income (loss) for the period

$

(61,774

)

$

(327,772

)

$

(217,155

)

$            ( 510,960

)

   Adjustments to reconcile net loss to net cash    used in

 

 

 

 

 

 

  

 

 

  

  

   Operating activities:

 

 

 

 

 

 

 

 

 

 

 

      Depreciation

 

2,760

 

 

4,097

 

  

5,519

 

7,149

  

   Changes in non-cash working capital balances

    related to operations:

 

 

 

 

 

 

  

 

 

  

 

      Accounts receivable

 

10,480

 

 

(690

)

 

(13,336)

 

(2,810

)

      Inventory

 

-

 

 

22

 

 

-

 

630

 

      Prepaids

 

(11,826

)

 

6,691

 

 

(13,185)

 

4,829

 

      Accounts payable and accrued liabilities

 

23,618

 

 

252,468

 

  

90,238

 

345,599

 

  

 

 

 

 

 

 

  

 

 

  

 

Net cash used by operating activities

 

(36,742

)

 

(65,184

)

 

(147,919

)

(155,563

)

  

 

 

 

 

 

 

  

 

 

  

  

Financing Activities

 

 

 

 

 

 

  

 

 

  

 

   Borrowing on debt

 

15,710

 

 

-

 

 

40,774

 

15,000

 

   Payments on debt

 

(8,968

)

 

(8,229

)

 

(26,564

)

(40,056

)

   Proceeds from common share subscriptions

 

30,000

 

 

70,000

 

  

133,000

 

180,000

  

  

 

 

 

 

 

 

  

 

 

  

  

Net cash provided by financing activities

 

36,742

 

 

61,771

 

  

147,210

 

154,944

  

  

 

 

 

 

 

 

  

 

 

  

  

Increase (Decrease) in cash during the period

 

-

 

 

(3,413

)

 

(709

)

(619

)

  

 

 

 

 

 

 

  

 

 

  

  

Cash, beginning of period

 

-

 

 

3,439

 

  

709

 

645

  

  

 

 

 

 

 

 

  

 

 

  

 

Cash, end of period

$

-

 

$

26

 

$

-

$

26

  

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

 

 

 

Forgiveness of related party accrual

 

602,907

 

 

-

 

 

602,907

 

-

 

Preferred dividends accrued

 

7,898

 

 

7,898

 

 

15,796

 

15,796

 

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS

Form 10-Q 

Page 4

**SENSE TECHNOLOGIES INC.**

 STATEMENT OF STOCKHOLDERS’ DEFICIENCY

 for the six months ended August 31, 2010

 (Stated in US Dollars)

 (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Common Stock

 

Preferred Stock

 

 

 

 

Common

 

 

 

 

 

 

 

  

Issued

 

 

 

 

Issued

 

 

 

 

Contributed

 

 

Stock 

 

 

Accumulated

 

 

 

 

  

Shares

 

 

Amount

 

Shares

 

 

Amount

 

Surplus

 

 

Subscribed

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, February 28, 2010

66,804,651

 

$

13,115,539

 

315,914

 

$

315,914

$

19,729

 

$

190,889

 

$

(17,433,657

)

$

(3,791,586)

Common share subscriptions

 

 

 

 

 

 

 

 

 

 

-

 

 

30,000

 

 

 

 

 

30,000

 

Common Stock Issued

5,899,999

 

 

177,000

 

-

 

 

-

 

-

 

 

(74,000

)

 

-

 

 

103,000

 

Write-off of related party accrual

-

 

 

602,907

 

-

 

 

-

 

 

-

 

-

 

 

-

 

 

602,907

 

Dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(15,798

)

 

(15,798)

 

Net income (loss) for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(217,155

)

 

(217,155)

 

Balance, August 31, 2010

72,704,650

 

$

13,895,446

 

315,914

 

$

315,914

$

19,729

 

$

146,889

 

$

(17,666,610

)

$

(3,288,632)

 

 

 

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS

 

Form 10-Q 

Page 5

**SENSE TECHNOLOGIES INC.**

 NOTES TO THE INTERIM FINANCIAL STATEMENTS

 

Note 1

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

While the information presented in the accompanying six months to August 31, 2010 financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. It is suggested that these interim unaudited financial statements be read in conjunction with the Company’s audited financial statements for the year ended February 28, 2010.

**Recently Adopted And Recently Enacted Accounting Pronouncements**

In April 2008, the FASB issued ASC 350-10, "Determination of the Useful Life of Intangible Assets." ASC 350-10 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under ASC 350-10, "Goodwill and Other Intangible Assets." ASC No. 350-10 is effective for fiscal years beginning after December 15, 2008. The adoption of this ASC did not have a material impact on our consolidated financial statements. 

In April 2009, the FASB issued ASC 805-10, "Accounting for Assets Acquired and Liabilities assumed in a Business Combination That Arise from Contingencies—an amendment of FASB Statement No. 141 (Revised December 2007), Business Combinations". ASC 805-10 addresses application issues raised by preparers, auditors and members of the legal profession on initial recognition and measurement, subsequent measurement and accounting and disclosure of assets and liabilities arising from contingencies in a business combination. ASC 805-10 is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. ASC 805-10 will have an impact on our accounting for any future acquisitions and its consolidated financial statements. 

In May 2009, the FASB issued ASC Topic 855, “Subsequent Events”. ASC Topic 855 established principles and requirements for evaluating and reporting subsequent events and distinguishes which subsequent events should be recognized in the financial statements versus which subsequent events should be disclosed in the financial statements. ASC Topic 855 also requires disclosure of the date through which subsequent events are evaluated by management. ASC Topic 855 was effective for interim periods ending after June 15, 2009 and applies prospectively. Because ASC Topic 855 impacts the disclosure requirements, and not the accounting treatment for subsequent events, the adoption of ASC Topic 855 did not impact our consolidated results of operations or financial condition. See Note 10 for disclosures regarding our subsequent events.   

Effective July 1, 2009, we adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 105-10, Generally Accepted Accounting Principles—Overall ("ASC 105-10"). ASC 105-10 establishes the FASB Accounting Standards Codification (the "Codification") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates ("ASUs"). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout these consolidated financials have been updated for the Codification. 

In August 2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at Fair Value, which provides additional guidance on how companies should measure liabilities at fair value under ASC 820. The ASU clarifies that the quoted price for an identical liability should be used. However, if such information is not available, an entity may use the quoted price of an identical liability when traded as an asset, quoted prices for similar liabilities or similar liabilities traded as assets, or another valuation technique (such as the market or income approach). The ASU also indicates that the fair value of a liability is not adjusted to reflect the impact of contractual restrictions that prevent its transfer and indicates circumstances in which quoted prices for an identical liability or quoted price for an identical liability traded as an asset may be considered level 1 fair value measurements. This ASU is effective October 1, 2009. We are currently evaluating the impact of this standard, but would not expect it to have a material impact on the our consolidated results of operations or financial condition.

Form 10-Q 

Page 6

Note 2

Going Concern

At August 31, 2010, the Company had not yet achieved profitable operations, had an accumulated deficit of $17,666,610 (February 28, 2010 - $17,433,657) since its inception and incurred a net loss of 217,155 (2009 - $ 510,960) for the six months ended August 31, 2010 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management has no formal plan in place to address this concern but considers obtaining additional funds by equity financing and/or from related party. Management expects the Company’s cash requirement over the twelve-month period ended February 28, 2011 to be $300,000. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations.

Note 3

Common Stock

a)

Common stock subscribed

During the six months ended August 31, 2010, the company issued 2,466,666 shares of common stock previously subscribed. The company received proceeds of $133,000 for 4,433,333 shares of common stock at $.03 per share for the six month period.

b)

Commitments:

Stock-based Compensation Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

  

  

August 31, 

  

  

February 28,

  

  

  

2010

  

  

2010

  

  

  

  

  

  

Weighted

  

  

  

  

  

Weighted

  

  

  

  

  

  

Average

  

  

  

  

  

Average

  

  

  

  

  

  

Exercise

  

  

  

  

  

Exercise

  

  

  

Shares

  

  

Price

  

  

Shares

  

  

Price

  

  

  

  

  

  

  

  

  

  

  

  

  

  

Outstanding and exercisable at

  

  

  

  

  

  

  

  

  

  

  

  

beginning of period

  

2,000,000

  

 

$0.04

  

  

2,000,000

  

 

$0.04

  

Expired

  

-

 

 

-

 

  

-

 

 

-

 

  

  

  

  

  

  

  

  

  

  

  

  

  

Outstanding and exercisable at

  

  

  

  

  

  

  

  

  

  

  

  

end of the period

  

2,000,000

  

 

$0.04

  

  

2,000,000

  

 

$0.04

  

At August 31, 2010, the following employee and director common share purchase options were outstanding entitling the holders thereof the right to purchase one common share for each share purchase option held:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

Exercise Price

Expiry Date

 

1,000,000

$0.05

December 31, 2012

 

1,000,000

0.03

December 31, 2014

Note 4

Related Party Transactions

 

The Company incurred the following items with directors and companies with common directors and shareholders:

  

  

  

  

  

August 31,

  

  

  

  

  

  

2010

  

  

2009

  

  

  

  

  

  

  

  

  

  

  

 

Royalties

 

 

$

17,000

 

$

50,000

 

  

Interest expense

 

  

$

41,364

  

$

 46,988

 

Form 10-Q 

Page 7

As of August 31, 2010, included in accounts payable is $33,495 (February 28, 2010: $33,495) owing to an accounting firm in which a director of the Company is a partner and $14,298 (February 28, 2010: $13,789) to a shareholder with respect to unpaid fees and interest on promissory notes,  $480,000 (February 28, 2010: $480,000) owing to shareholders of the Company in respect of royalties payable with no interest accruing, $0 (February 28, 2010: $473,334) owing to a director of the Company in respect of royalties payable and $53,694 (February 28, 2010: $53,694) owing to the former president of the Company in respect of unpaid wages.

As of August 31, 2010, included in advances payable is $3,050 (February 28, 2010: $19,105) owed to a company controlled by a director.

As of August 31, 2010, promissory notes payable of $432,500 (February 28, 2010: $432,500) is due to a profit-sharing and retirement plan administered by a director of the Company.  Terms are:

Date Due:

Amount

September, 2010       

         $  50,000

October, 2010          

75,000

November, 2010     

 22,500

December, 2010    

20,000

June, 2011           

5,000

June, 2011

20,000

May, 2011

150,000

August, 2011

90,000

Total         

$432,500

All bear interest at 12% per annum.

Note 5

Accrued Liabilities/Accrued Liabilities – Related Party

  

August 31, 

2010

February 28, 

2010

Accrued Liabilities:

 

 

Lease Settlement

57,065

69,065

Accrued payroll

53,694

53,694

Accrued interest payable

380,333

533,327

Accrued non resident withholding taxes, including

 accrued interest  

133,052

133,052

Accrued fees

17,117

17,117

Accrued taxes payable

23,265

34,900

 

$664,526

$841,155

 

 

 

Accrued royalties payable- related party

480,000

953,334

Accrued interest payable – related party

163,407

-

Accrued taxes payable – related party

28,294

24,611

  

$671,701

$977,945

Note 6

Concentrations

The Company operates in one industry segment being the production, marketing and distribution of safety awareness products in the automotive industry. Substantially, all of the Company’s operations and assets are located in the United States. During the six months ended August 31, 2010, there were two customers that accounted for $139,265 (93%) of sales revenue.   During the six months ended August 31, 2009, there were two customers that accounted for $44,273 (97%) of sales revenue.

Note 7

Lawsuit Settlement

In August 2009, the Company settled litigation related to breach of lease and past due rent for $73,065.  Prior to August 31, 2010, the Company paid $16,000 (February 28, 2010:  $4,000) of this judgment.  The remaining balance of $57,065 is presented as Accrued Expenses as of August 31, 2010. 

Form 10-Q 

Page 8

Note 8

Write-off of Accrued Royalties and Interest

During the quarter, the Company re-negotiated the exclusive license agreement with the ScopeOut inventor.  All prior minimum royalties were eliminated, and accordingly, the Company recorded $602,907 additional capital for a related party write-off.

Prepaid royalties payable under the new license are $5,000 per month for twelve months commencing September 1, 2010.  The new agreement also calls for a 5% royalty with a $.75 per unit maximum “minimum royalty” to retain exclusivity with the following volumes:

End of calendar year containing the second anniversary:

  30,000 units

End of calendar year containing the third anniversary:

  60,000 units

End of calendar year containing the fourth anniversary:

110,000 units

End of calendar year containing the fifth anniversary and thereafter:

125,000 units

Such “calendar year” commencing the minimum royalties to retain exclusivity is the first year within which an Original Equipment Manufacturer (OEM) and/or Tier 1 manufacturer sub-licenses the ScopeOut product.

For any sub-licenses of the product, royalties are shared as follows:

OEM/Tier 1 Supplier Sub Licensor:  

65% Sense Technologies

35% Inventor

Any other Sub-Licensor:

50% Sense Technologies 

50% Inventor  

Note 8 

Subsequent events

No events took place subsequent to August 31, 2010 and through the date of this filing in the opinion of management are required to be disclosed.

Form 10-Q 

Page 9

**Management’s Discussion And Analysis**

Sense Technologies Inc. Form 10-Q

 
**Item 2.**

**Management’s Discussion and Analysis of Financial Condition and Results of Operations.**

The following discussion and analysis should be read in conjunction with our Financial Statements and Notes thereto for the period ended August 31, 2010 and our Financial Statements and notes thereto for the period ended August 31, 2009.

**1.  **

**Overview of Operations**

Sense holds a non-exclusive license to manufacture, distribute, market and sublicense world-wide, a patented technology which is used to produce the Guardian Alert® backing awareness system for motor vehicles utilizing microwave radar technology.  The Company assembles the product in Charlotte, NC.  The company also holds an exclusive license to manufacture, distribute, market and sublicense world-wide, the ScopeOut® product, a patented system of specially-designed mirrors which are placed at specific points on vehicles to offer drivers a more complete view of the blind spots toward the rear of the vehicle.  This product is currently manufactured in China through an outsourced vendor.

**2.**

**Results of Operations**

*For the three and six month period ended August 31, 2010 as compared to the three and six month period ended August 31, 2009.*

Three months ended

Six months ended

August 31       

August 31

2010

2009

2010

2009

Sales

Sales Guardian Alert

101,807

38,589

147,933

44,448

Sales Scope Out

 

-      

530

-      

1,680

101,807

39,119

147,933

46,128

Sales for the six months ended August 31, 2010 increased by 221% from $46,128 to $147,933 due to increased demand for Guardian Alert and a shift of our focus from Scope Out® to Guardian Alert sales. Revenue is recognized by management only upon receipt of an actual purchase order from a customer, and the related invoicing to the company or, in the absence of a purchase order (i.e., verbal order), the actual invoicing to the customer, when the products are shipped and collection is reasonably assured.

Sales for the three months ended August 31, 2010 increased by 160% from $39,119 to $101,807 due also to the increased demand for Guardian Alert and a shift of our focus from Scope Out® to Guardian Alert sales.

We continued to market both products.  While it is the company objective to grow sales, no assurance can be given that we will be successful in this manner and sustain comparable sales in future periods.

 

 

For the three months ended

                                                            August 31

                                    For the six months ended

                                      August 31

 

 

2010

2009

2010

 

2009

 

Direct Cost

 

 

 

 

Scope Out Direct Costs

 

 

 

 

 

Cost of sales

-

22

-

    631

 

Manufacturing expenses

-

7,462

-

7,462

 

Research and development

-

1,080

-

2,630

 

Commissions

-

-

-

-

 

Royalties - related party

17,000

50,000

67,000

100,000

Total Scope Out Direct Costs

17,000

58,564

67,000

110,723

 

 

 

 

 

 

Guardian Alert Direct Costs

 

 

 

 

 

Cost of sales

-

-

-

-

 

Manufacturing expenses

25,314

5,330

35,568

5,330

 

Research and development

-

-

-

-

 

Commissions

21,751

10,778

29,977

20,708

 

Royalties - related party

-

-

-

 

Total Guardian Alert Direct Costs

47,065

16,108

65,545

26,038

Total Direct Costs

64,065

74,672

132,545

136,761

Form 10-Q 

Page 10

Overall direct costs for the current three and six months ending decreased due primarily to no manufacturing costs and reduced royalty expense of the Scope Out® product.

Direct costs typically include the cost of raw materials necessary to make our products.  It also includes the cost of shipping the products from manufacturing location to our warehouse.  Direct costs also include costs in respect of obsolete inventory.

Direct costs related to Scope Out® were $67,000 and $110,723 for the six month periods ended August 31, 2010 and 2009, respectively, a decrease of 40%. The decrease is primarily attributable to the decrease in cost of sales, manufacturing and research and development costs. Royalty expenses for the quarter ended August 31, 2010 were $67,000 compared to $100,000 for the quarter ended August 31, 2009. 

Direct costs related to Scope Out® for the three month period ended August 31, 2010 and 2009 decreased 71% from $58,564 to $17,000 due to the decrease in cost of sales, manufacturing costs and research and development costs.  Royalty expenses for the three month period were $17,000 for 2010 compared to $50,000 in 2009.

Direct costs related to Guardian Alert were $65,545 and $26,038 for the six month period ending August 31, 2010 and 2009 respectively. This change represents an increase of 152%. Commission expenses were $29,977 and $20,708 for the six month period ended August 31, 2010 and 2009, respectively. Commission expense increased 45% due to increased sales for the six months.  Manufacturing expenses were $35,568 and $5,330 for the six month period ended August 31, 2010 and 2009, respectively.  Manufacturing expenses in Direct Costs for the Guardian Alert® for the six months ended in 2010 represents assembly costs for the sales achieved for the same period.  

Direct costs related to Guardian Alert® were $47,065 and $16,108 for the three month period ending August 31, 2010 and 2009 respectively. This change represents an increase of 192%. Commission expenses were $21,751 and $10,778 for the three month period ended August 31, 2010 and 2009, respectively. Commission expense increased 102% due to increased sales for the three months.  Manufacturing expenses were $25,314 and $5,330 for the three month period ended August 31, 2010 and 2009, respectively.  Manufacturing expenses in Direct Costs for the Guardian Alert® for the three months ended in 2010 represents assembly costs for the sales achieved for the same period.  

 

 

                                                      Selling, General, and Administrative

 

 

                      For the three months ended

                                August 31

For the six months ended

   August 31

 

 2010

        2009

2010  

        2009

Advertising and marketing

1,018

18,025

1,018 

51,658

Consulting fees

6,900

8,700

29,600

9,500

Contract labor

3,000

1,000

6,000

5,179

Depreciation 

2,760

4,097

5,519

7,149

Filing fees 

200

1,885

3,935

2,490

Insurance 

6,616

6,742

13,385

14,069

Interest and bank charges 

37,900

54,399

113,000

104,924

Legal and accounting  

30,360

35,807

40,981

35,957

Office and miscellaneous 

2,567

141,885

5,973

146,915

Rent 

902

17,210

1,718

34,413

Shareholder information

-

62

-   

62

Telephone and utilities 

-

627

-   

1,531

Transfer agent fees

-

2,315

2,764

2,315

Travel and automotive

7,293

1,101

8,650

10,709

Total

99,516

293,855

232,543

426,871

Sense Technologies, Inc. had selling, general and administrative expenses of $232,543 for the six month period ended August 31, 2010 compared to selling, general and administrative expenses of $426,871 for the six month period ended August 31, 2009, a 46% decrease in selling, general and administrative expenses from the prior period. 

Form 10-Q 

Page 11

General and administrative expenses of $99,516 for the three month period ended August 31, 2010 compared to selling, general and administrative expenses of $293,855 for the three month period ended August 31, 2009, a 34% decrease in selling, general and administrative expenses from the prior period. 

Advertising and marketing fees decreased 98% as compared to the prior six month period. We had marketing fees of $1,018 and $51,658 for the six month period ended August 31, 2010 and 2009, respectively.

For the three month period advertising and marketing fees decreased 96%. We had marketing fees of $1,018 and $18,025 for the three month period ended August 31, 2010 and 2009, respectively

Consulting fees increased from $9,500 for the six month period ended August 31, 2009 to $29,600 for the six month period ended August 31, 2010. The increase was a result of an increase of consulting related to Guardian Aler®t product sales.

Consulting fees decreased from $8,700 for the three month period ended August 31, 2009 to $6,900 for the three month period ended August 31, 2010. The decrease was a result of the decrease of consulting related to Scope Out® product sales

The Company determined that prior expenses for marketing and advertising costs related to the sales plan for Scope Out® were not producing results. Management believed it was in the best interest of the company to discontinue these costs. The Company is concentrating on Guardian Alert® sales based on market interest, and in doing so as cost-efficiently as possible, the Company has replaced those costs with a “little-to-no cost” effort of asking existing fleet-customers to refer the Guardian Alert® products to other fleets.  Additionally, the company is paying more in commissions, as previously stated, because of the efforts to incentivize the sales of the Guardian Alert® to fleets.

Legal and accounting fees increased from $35,957 in the six month period ended August 31, 2009 to $40,981 for the six month period ended August 31, 2010.

Legal and accounting fees decreased from $35,807 in the three month period ended August 31, 2009 to $30,360 for the three month period ended August 31, 2010.

Office and miscellaneous fees were $5,973 and $146,915 for the six month period ended August 31, 2010 and 2009, respectively. The decrease was largely due to reduction of expenses for our Phoenix office. 

Office and miscellaneous fees were $2,567 and $141,885 for the three month period ended August 31, 2010 and 2009, respectively. The decrease was largely due to reduction of expenses for our Phoenix office

We had a loss from operations of $217,155 for the quarter ended August  31, 2010, compared to a loss from operations of $517,504 for the quarter ended August 31, 2009, a decrease in loss from operations of $300,349. The decrease in the loss from operations was primarily attributable to the increase in sales of the Guardian Alert® and decrease in expenses related to the closing the Arizona facility.

During the quarter, the Company re-negotiated the exclusive license agreement with the Scope Out® inventor.  All prior minimum royalties were eliminated, and accordingly, the Company recorded $602,907 additional capital for a related party write-off.

Prepaid royalties payable under the new license are $5,000 per month for twelve months commencing September 1, 2010.  The new agreement also calls for a 5% royalty with a $.75 per unit maximum “minimum royalty” to retain exclusivity with the following volumes:

End of calendar year containing the second anniversary:

  30,000 units

End of calendar year containing the third anniversary:

  60,000 units

End of calendar year containing the fourth anniversary:

110,000 units

End of calendar year containing the fifth anniversary and thereafter:

125,000 units

Such “calendar year” commencing the minimum royalties to retain exclusivity is the first year within which an Original Equipment Manufacturer (OEM) and/or Tier 1 manufacturer sub-licenses the Scope Out® product.

For any sub-licenses of the product, royalties are shared as follows:

OEM/Tier 1 Supplier Sub Licensor:  

65% Sense Technologies

35% Inventor

Any other Sub-Licensor:

50% Sense Technologies 

50% Inventor

Form 10-Q 

Page 12

Following summarizes the overall operations results for the six month period ended August 31:

 

 

 

 

 

 

 

 

**Increase**

**%  Increase**

 

**     2010**

**    2009**

**( Decrease)**

**(decrease)**

 

 

 

 

 

Sales

147,933

46,128

101,805

220.70

Direct Costs

132,545

136,761

(4,216)

(3.08)

General and Administrative expenses

232,543

426,871

(194,328)

(45.52)

Net Loss

(217,155)

(517,504)

(300,349)

(58.04)

Basic and Diluted Loss per share

(        .00)

(        .01)

   

 

**Liquidity and Capital Resources**

Our cash position at August 31, 2010 was $0 as compared to $709 at February 28, 2010. This decrease was due to our use of cash in operating and investing activities and cash provided by financing activities as described below.

We have a working capital deficit of 3,332,563 and 3,841,036 as of August 31, 2010 and February 28, 2010, respectively. If we are unable to raise adequate working capital for fiscal 2010, we will be restricted in the implementation of our business plan.  If this were to happen, the value of our securities would diminish and we may be forced to change our business plan for fiscal 2011, which would result in the value of our securities declining in value and/or becoming worthless.  If we raise an adequate amount of working capital to implement our business plan, we anticipate incurring significant expenses relating to paying down our notes payable and royalties that are in arrears. Additionally we will incur net losses until a sufficient client base can be established, of which there can be no assurance.

**Net cash used in operating activities**

 

Net cash used in operating activities was $147,919 in 2010, compared to $155,563 in 2009. The decrease in cash used in 2010 was largely due to the decrease in expenses related to Scope Out and closing the Arizona facility. 

**Net cash provided by financing activities**

Net cash provided by financing activities was $147,210 in 2010 compared to net cash provided of $154,994 in 2009.

In 2010, we received $133,000 through subscriptions to private placements of our common shares.

**Item 3.**

**Quantitative and Qualitative Disclosures About Market Risk.**

Not applicable.
**Item 4.**

**Controls and Procedures.**

**Disclosure Controls and Procedures**

The Company carried out an evaluation, under the supervision and with the participation of its management, including its chief executive officer (who is also acting in the capacity as the principal accounting officer), of the effectiveness of its disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, the Company’s principal executive officer has concluded that, as of the end of the period covered in this report, the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The Company, including its principal executive officer and principal financial officer, does not expect that its disclosure controls and procedures or its internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, the Company performed additional analysis and other post-closing procedures in an effort to ensure its consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, the Company believes that the financial statements included in this report fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.

Form 10-Q 

Page 13

The Company’s internal conclusion related to its disclosure and procedural controls is due to the number and magnitude or changes to its draft 10Q recommended by the Company’s independent auditor.

The Company plans to continue working with competent outside professionals to help it with quarterly reporting and if its business plan is successful additional improvements in the Company’s accounting department will be made.

**Changes in Internal Control over Financial Reporting**

In addition, the Company with the participation of its chief executive officers have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended November 30, 2009 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, the Company’s internal control over financial reporting.

**PART II-OTHER INFORMATION
**Item 1.**

**Legal Proceedings.**

None.
**Item 1A.**

**Risk Factors.**

There were no material changes in our risk factors from our Form 10-K for the year ended February 28, 2009.
**Item 2.**

**Unregistered Sales of Equity Securities and Use of Proceeds.**

There were no unregistered sales of equity securities during the quarter ended August 31, 2010.
**Item 3.**

**Defaults Upon Senior Securities.**

None.
**Item 4.**

**Submission of Matters to a Vote of Security Holders.**

We did not submit any matter to a vote of our stockholders during the quarter ended August 31, 2010.
**Item 5.**

**Other Information.**

Sense Technologies has entered an agreement with a global company to market the Guardian Alert® under a registered trade name.
Form 10-Q

**Item 6. Exhibits.**

 

 

 

31.1

  

Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange act of 1934

 

 

32.1

  

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) or Rule 15d-14(b) of the U.S. Securities Exchange Act of 1934

 

 

 

 

Form 10-Q 

Page 14

 
**SIGNATURES**

 

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

 

 

 

 

**SENSE TECHNOLOGIES INC.**

 

 

Date

Signature

 

 

October 22, 2010

/S/ BRUCE E. SCHREINER

 

Bruce E. Schreiner, President

 

(principal executive officer) and Director

Form 10-Q 

Page 15

**Exhibit 31.1**

**CERTIFICATIONS**

I, Bruce E. Schreiner, certify that:

1.   

I have reviewed this report of the fiscal quarter ended August 31, 2010 of Sense Technologies, Inc.

2.  

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

3.  

Based on my knowledge, the financial statement, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.  

The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15e)) for the small business issuer and have:

a) 

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in which the annual report is being prepared;

b)  

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c)   

evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.

d) 

disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5. 

The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s board of directors (or persons performing the equivalent function):

a.  

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b.  

any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s control over financial reporting.

October 22, 2010

 

 

 

S/ BRUCE E. SCHREINER 

Bruce E. Schreiner, Chief Executive Officer 

Form 10-Q 

Page 16

**Exhibit 32.1**

 
**CERTIFICATION**

**PURSUANT TO 18 U.S.C. SECTION 1350**

**AND RULE 13a-14(b) OR RULE 15d-14(b)**

**OF THE U.S SECURITIES EXCHANGE ACT OF 1934**

In connection with the Quarterly Report of Sense Technologies Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended 

August 31, 2010 as filed with the Securities and Exchange Commission (the “Report”), the undersigned, in the capacities and 

on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, and Rule 13a-14(b), that to his knowledge:

1. 

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results 

of operations of the Company.

October 22, 2010

 

 

/S/ BRUCE E. SCHREINER 

Bruce E. Schreiner, President 

(principal financial and accounting officer)

 

Form 10-Q 

Page 17****