---

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-QSB

x QUARTERLY
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2004

 ̈ TRANSITION
  REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

For the transition period from __________________ to __________________

Commission File Number: **000-29990**

SENSE TECHNOLOGIES INC.
  (Name of Small Business Issuer in its charter)

|Yukon Territory                 | 90010141                  
|------------------------------- | --------------------------
|(state or other jurisdiction of | (I.R.S. Employer I.D. No.)
|incorporation or organization)  |                           

2535 N Carleton Avenue, Grand Island, Nebraska 68803
  (Address of principal executive offices)

(308) 381-1355
  
  Issuer’s telephone number

800 Clanton Road, Suite U, Charlotte, North Carolina, 28217
  
  Former name, former address, and former fiscal year, if changed since last report

Check whether the registrant (1) filed all reports required
  to be filed by sections 13 or 15(d) of the Exchange Act during the past 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
   ̈

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
  DURING THE PRECEDING FIVE YEARS:

Check whether the registrant filed all documents and reports
  required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
  distribution of securities under a plan confirmed by a court. 
  YES  ̈       NO
   ̈

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s
  classes of common equity, as of the latest practicable date:

As of January 17, 2005, the registrant’s outstanding
  common stock consisted of 13,340,522 shares.

Transitional Small Business Disclosure Format (Check one):
  YES  ̈       NO
  x

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SENSE TECHNOLOGIES INC.

INDEX TO FORM 10QSB

|PART I – FINANCIAL INFORMATION | 3      
|------------------------------ | -------
|                               |        
|                               | Item 1.
|                               |        
|                               | Item 2.
|                               |        
|                               | Item 3.
|                               |        
|PART II – OTHER INFORMATION    | 5      
|                               |        
|                               | Item 6.
|                               |        
|SIGNATURES                     | 5      

2

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PART I. FINANCIAL INFORMATION

Item 1.      Financial Statements



3

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SENSE TECHNOLOGIES INC.

INTERIM FINANCIAL STATEMENTS

November 30, 2004

(Stated in US Dollars)

(Unaudited)



F-1

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SENSE TECHNOLOGIES INC.
  INTERIM BALANCE SHEET 
  November 30, 2004 and February 29, 2004
  (Stated in US Dollars)
  (Unaudited)

|                                                                                   |   | November 30, |   |   | February 29, |  
|---------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                                                   |   | 2004         |   |   | 2004         |  
|                                                                                   |   |              |   |   |              |  
|ASSETS                                                                             |  
|                                                                                   |   |              |   |   |              |  
|Current                                                                            |   |              |   |   |              |  
|Cash                                                                               | $ | 17,611       |   | $ | 1,800        |  
|Accounts receivable                                                                |   | 11,680       |   |   | 8,733        |  
|Inventory                                                                          |   | 742,186      |   |   | 747,506      |  
|Prepaids                                                                           |   | 24,266       |   |   | 17,253       |  
|                                                                                   |   |              |   |   |              |  
|                                                                                   |   | 795,743      |   |   | 775,292      |  
|Capital assets                                                                     |   | 14,943       |   |   | 30,420       |  
|Intangible assets                                                                  |   | 158,349      |   |   | 8,300        |  
|                                                                                   |   |              |   |   |              |  
|                                                                                   | $ | 969,035      |   | $ | 814,012      |  
|                                                                                   |   |              |   |   |              |  
|LIABILITIES                                                                        |  
|                                                                                   |   |              |   |   |              |  
|Current                                                                            |   |              |   |   |              |  
|Accounts payable –
      Note 4                                                    |   | 780,627      |   |   | 885,925      |  
|Advances payable                                                                   |   | 61,700       |   |   | 76,200       |  
|Dividends payable                                                                  |   | 189,745      |   |   | 70,268       |  
|Current portion of
      license fee payable                                       |   | 60,000       |   |   | -            |  
|Current portion of
      convertible promissory notes payable - Note 4             |   | 718,954      |   |   | 50,000       |  
|                                                                                   |   |              |   |   |              |  
|                                                                                   |   | 1,811,026    |   |   | 1,082,393    |  
|Convertible promissory notes payable – Note 4                                      |   | -            |   |   | 668,974      |  
|Licence fee payable                                                                |   | 20,000       |   |   | -            |  
|                                                                                   |   |              |   |   |              |  
|                                                                                   |   | 1,831,026    |   |   | 1,751,367    |  
|                                                                                   |   |              |   |   |              |  
|SHAREHOLDERS' DEFICIENCY                                                           |  
|                                                                                   |   |              |   |   |              |  
|Authorized                                                                         |   |              |   |   |              |  
|Common stock, 100,000,000
      shares without par value                           |   |              |   |   |              |  
|Preferred stock, par
      value, 20,000,000 shares with par value of $1 per share |   |              |   |   |              |  
|                                                                                   |   |              |   |   |              |  
|Issued                                                                             |   |              |   |   |              |  
|Common stock,
      13,340,522 shares (February 29, 2004: 13,340,522 shares)       |   | 7,599,828    |   |   | 7,599,825    |  
|                                                                                   |   |              |   |   |              |  
|Common stock subscribed                                                            |   | 435,300      |   |   | 51,000       |  
|Preferred stock subscribed                                                         |   | 1,593,025    |   |   | 1,593,025    |  
|Additional paid-in capital                                                         |   | 62,529       |   |   | 62,529       |  
|Promissory note receivable                                                         |   | (585,000     | ) |   | (585,000     | )
|Deficit                                                                            |   | (9,967,673   | ) |   | (9,658,737   | )
|                                                                                   |   |              |   |   |              |  
|                                                                                   |   | (861,991     | ) |   | (937,355     | )
|                                                                                   |   |              |   |   |              |  
|                                                                                   | $ | 969,035      |   | $ | 814,012      |  

SEE ACCOMPANYING NOTES

F-2

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SENSE TECHNOLOGIES INC.
  INTERIM STATEMENT OF LOSS 
  for the three and nine months ended November 30, 2004
  (Unaudited - Stated in US Dollars)

|                                              |   | Three months ended |   |   | Nine months ended |  
|--------------------------------------------- | - | ------------------ | - | - | ----------------- | -
|                                              |   | November 30,       |   |   | November 30,      |  
|                                              |   | 2004               |   |   | 2003              |  
|Sales – Note 4                                | $ | 6,608              |   | $ | 175,906           |  
|Direct costs – Schedule 1                     |   | 5,184              |   |   | 147,485           |  
|                                              |   |                    |   |   |                   |  
|Gross margin                                  |   | 1,424              |   |   | 28,421            |  
|                                              |   |                    |   |   |                   |  
|Administrative Expenses                       |   |                    |   |   |                   |  
|Advertising and marketing                     |   | 17,016             |   |   | 1,165             |  
|Amortization                                  |   | 1,307              |   |   | 4,286             |  
|Bad debts – Note
      4                      |   | 11,999             |   |   | -                 |  
|Consulting fees                               |   | 9,507              |   |   | -                 |  
|Filing fees                                   |   | 1,703              |   |   | 1,597             |  
|Insurance (recovered)                         |   | (851               | ) |   | 23,986            |  
|Interest and bank charges                     |   | 163                |   |   | 810               |  
|Interest on convertible
      promissory      |   |                    |   |   |                   |  
|notes – Note 4                                |   | 15,930             |   |   | 20,664            |  
|Legal and accounting
      – Note 4           |   | 5,525              |   |   | 11,031            |  
|Office and miscellaneous                      |   | 3,494              |   |   | 772               |  
|Rent (recovered)                              |   | 466                |   |   | (1,852            | )
|Shareholder information
      and             |   |                    |   |   |                   |  
|printing (recovered)                          |   | 1,187              |   |   | (318              | )
|Telephone and utilities                       |   | 173                |   |   | 5,638             |  
|Transfer agent fees                           |   | 3,945              |   |   | 1,514             |  
|Travel                                        |   | 6,581              |   |   | 6,031             |  
|Wages and benefits
      (recovered) –        |   |                    |   |   |                   |  
|Note 4                                        |   | -                  |   |   | 45,817            |  
|                                              |   |                    |   |   |                   |  
|                                              |   | 78,145             |   |   | 121,141           |  
|                                              |   |                    |   |   |                   |  
|Loss before other items                       |   | (76,721            | ) |   | (92,720           | )
|                                              |   |                    |   |   |                   |  
|Other items                                   |   |                    |   |   |                   |  
|Interest income –
      Note 4                |   | 13,262             |   |   | 13,162            |  
|Provision for accrued
      interest          |   |                    |   |   |                   |  
|receivable – Note 4                           |   | (13,162            | ) |   | (13,162           | )
|Loss on disposition
      of capital assets   |   | -                  |   |   | -                 |  
|Gain on write-off of
      accounts           |   |                    |   |   |                   |  
|payable                                       |   | 19,879             |   |   | -                 |  
|Foreign exchange loss                         |   | -                  |   |   | -                 |  
|Non-cash compensation
      charge            |   | -                  |   |   | -                 |  
|                                              |   | 19,979             |   |   | -                 |  
|Net loss for the period                       | $ | (56,742            | ) | $ | (92,720           | )
|                                              |   |                    |   |   |                   |  
|Basic loss per share                          | $ | (0.02              | ) | $ | (0.01             | )
|                                              |   |                    |   |   |                   |  
|Weighted Average number of Shares Outstanding |   | 7,370,332          |   |   | 7,152,280         |  

SEE ACCOMPANYING NOTES

F-3

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SENSE TECHNOLOGIES INC.
  INTERIM STATEMENT OF DEFICIT 
  for the nine months ended November 30, 2004
  (Stated in US Dollars)
  (Unaudited)

|                             |   | 2004       |   |   | 2003       |  
|---------------------------- | - | ---------- | - | - | ---------- | -
|                             |   |            |   |   |            |  
|Deficit, beginning of period | $ | (9,658,737 | ) | $ | (8,461,992 | )
|                             |   |            |   |   |            |  
|Dividends                    |   | (119,477   | ) |   | -          |  
|                             |   |            |   |   |            |  
|Net loss for the period      |   | (189,459   | ) |   | (508,683   | )
|                             |   |            |   |   |            |  
|Deficit, end of period       | $ | (9,967,673 | ) | $ | (8,970,675 | )

SEE ACCOMPANYING NOTES

F-4

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SENSE TECHNOLOGIES INC.
  INTERIM STATEMENT OF CASH FLOWS 
  for the nine months ended November 30, 2004 
  (Stated in US Dollars)
  (Unaudited)

|                                                                       |   | 2004     |   |   | 2003     |  
|---------------------------------------------------------------------- | - | -------- | - | - | -------- | -
|Operating Activities                                                   |   |          |   |   |          |  
|Net loss for the period                                                | $ | (189,459 | ) | $ | (508,683 | )
|Add (deduct) items
      not involving cash:                           |   |          |   |   |          |  
|Loss on disposition of capital asset                                   |   | 3,455    |   |   | -        |  
|Non-cash compensation charge                                           |   | -        |   |   | 5,250    |  
|Common shares issued for advertising and consulting services           |   | -        |   |   | 6,250    |  
|Amortization                                                           |   | 5,022    |   |   | 12,860   |  
|Changes in non-cash working capital items related to
      operations: |   |          |   |   |          |  
|Accounts receivable                                                    |   | (2,947   | ) |   | 54,595   |  
|Inventory                                                              |   | 5,320    |   |   | 151,279  |  
|Prepaids                                                               |   | (7,013   | ) |   | 24,310   |  
|Accounts payable                                                       |   | (105,298 | ) |   | 102,526  |  
|Advances payable                                                       |   | (14,500  | ) |   | 60,000   |  
|Dividends payable                                                      |   | (119,477 |   |   | -        |  
|                                                                       |   |          |   |   |          |  
|Cash used in operations                                                |   | (185,943 | ) |   | (91,613  | )
|                                                                       |   |          |   |   |          |  
|Financing Activities                                                   |   |          |   |   |          |  
|Proceeds from share
      subscriptions                                |   | 334,300  |   |   | 51,000   |  
|Common shares issued
      for cash                                    |   | -        |   |   | 40,000   |  
|Dividends                                                              |   | (119,477 | ) |   | -        |  
|Convertible promissory
      notes                                     |   | (20      | ) |   | -        |  
|                                                                       |   |          |   |   |          |  
|Cash provided by financing activities                                  |   | 214,803  |   |   | 91,000   |  
|                                                                       |   |          |   |   |          |  
|Investing Activities                                                   |   |          |   |   |          |  
|Acquisition of licence
      fee                                       |   | (20,000  | ) |   | -        |  
|Proceeds from disposition
      of capital asset                       |   | 7,000    |   |   | -        |  
|Patent costs                                                           |   | (49      | ) |   | (487     | )
|                                                                       |   |          |   |   |          |  
|Cash used in investing activities                                      |   | (13,049  | ) |   | (487     | )
|                                                                       |   |          |   |   |          |  
|Increase (decrease) in cash during the period                          |   | 15,811   |   |   | (1,100   | )
|                                                                       |   |          |   |   |          |  
|Cash, beginning of period                                              |   | 1,800    |   |   | 4,976    |  
|                                                                       |   |          |   |   |          |  
|Cash, end of period                                                    | $ | 17,611   |   | $ | 3,876    |  
|                                                                       |   |          |   |   |          |  
|Supplementary cash flow information:                                   |   |          |   |   |          |  
|Cash paid for:                                                         |   |          |   |   |          |  
|Interest                                                               | $ | -        |   | $ | -        |  
|                                                                       |   |          |   |   |          |  
|Income taxes                                                           | $ | -        |   | $ | -        |  
|                                                                       |   |          |   |   |          |  
|Non-cash transactions – Note 5                                         |   |          |   |   |          |  

SEE ACCOMPANYING NOTES

F-5

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SENSE TECHNOLOGIES INC.
  STATEMENT OF STOCKHOLDERS’ DEFICIENCY 
  for the year ended February 29, 2004, and the nine month period ending November
  30, 2004
  (Stated in U.S. Dollars)
  (Unaudited )

|                                                          | Common Stock |  |   |           |  |   | Promissory |  |   | Common     |   |   | Preferred  |   |   |            |  |   |             |  
|--------------------------------------------------------- | ------------ |  | - | --------- |  | - | ---------- |  | - | ---------- | - | - | ---------- | - | - | ---------- |  | - | ----------- | -
|                                                          | Issued       |  |   |           |  |   | Paid-in    |  |   | Note       |   |   | Stock      |   |   | Stock      |  |   | Accumulated |  
|                                                          | Shares       |  |   | Amount    |  |   | Capital    |  |   | Receivable |   |   | Subscribed |   |   | Subscribed |  |   | Deficit     |  
|                                                          |              |  |   |           |  |   |            |  |   |            |   |   |            |   |   |            |  |   |             |  
|Balance, February 28, 2003                                | 12,993,908   |  | $ | 7,497,128 |  | $ | 57,279     |  | $ | (585,000   | ) | $ | 51,500     |   | $ | -          |  | $ | (8,340,435  | )
|Issue of shares for cash pursuant to an                   |              |  |   |           |  |   |            |  |   |            |   |   |            |   |   |            |  |   |             |  
|agreement to settle debt  
         – at $0.25            | 10,000       |  |   | 2,500     |  |   | -          |  |   | -          |   |   | -          |   |   | -          |  |   | -           |  
|Issue of shares pursuant to private                       |              |  |   |           |  |   |            |  |   |            |   |   |            |   |   |            |  |   |             |  
|placements              
                   – at $1.03    | 50,000       |  |   | 51,500    |  |   | -          |  |   | -          |   |   | -          |   |   | -          |  |   | -           |  
|– at $0.15                                                | 266,664      |  |   | 40,000    |  |   | -          |  |   | -          |   |   | -          |   |   | -          |  |   | -           |  
|Issue of shares pursuant to advertising and               |              |  |   |           |  |   |            |  |   |            |   |   |            |   |   |            |  |   |             |  
|consulting services provided
      – at $0.25             | 15,000       |  |   | 3,750     |  |   | -          |  |   | -          |   |   | -          |   |   | -          |  |   | -           |  
|Issue of shares pursuant to capital assets                |              |  |   |           |  |   |            |  |   |            |   |   |            |   |   |            |  |   |             |  
|contributed     
                      
       – at $1.00 | 4,950        |  |   | 4,950     |  |   | -          |  |   | -          |   |   | -          |   |   | -          |  |   | -           |  
|Common stock subscribed                                   | -            |  |   | -         |  |   | -          |  |   | -          |   |   | 51,500     |   |   | -          |  |   | -           |  
|Common stock subscriptions utilized                       | -            |  |   | -         |  |   | -          |  |   | -          |   |   | (51,500    | ) |   | -          |  |   | -           |  
|Non-cash compensation charge                              | -            |  |   | -         |  |   | 5,250      |  |   | -          |   |   | -          |   |   | -          |  |   | -           |  
|Preferred stock subscribed                                | -            |  |   | -         |  |   | -          |  |   | -          |   |   | -          |   |   | 1,593,025  |  |   | -           |  
|Dividends                                                 | -            |  |   | -         |  |   | -          |  |   | -          |   |   | -          |   |   | -          |  |   | (70,268     | )
|Net loss for the year ended                               |              |  |   |           |  |   |            |  |   |            |   |   |            |   |   |            |  |   |             |  
|February 29, 2004                                         | -            |  |   | -         |  |   | -          |  |   | -          |   |   | -          |   |   | -          |  |   | (1,248,034  | )
|                                                          |              |  |   |           |  |   |            |  |   |            |   |   |            |   |   |            |  |   |             |  
|Balance, February 29, 2004                                | 13,340,522   |  |   | 7,599,828 |  |   | 62,529     |  |   | (585,000   | ) |   | 51,000     |   |   | 1,593,025  |  |   | (9,658,737  | )
|                                                          |              |  |   |           |  |   |            |  |   |            |   |   |            |   |   |            |  |   |             |  
|Common stock subscribed                                   |              |  |   |           |  |   |            |  |   |            |   |   |            |   |   |            |  |   |             |  
|- pursuant to a private placement                         | -            |  |   | -         |  |   | -          |  |   | -          |   |   | 348,000    |   |   | -          |  |   | -           |  
|- pursuant to a license agreement                         | -            |  |   | -         |  |   | -          |  |   | -          |   |   | 50,000     |   |   | -          |  |   | -           |  
|Less: finders fees                                        | -            |  |   | -         |  |   | -          |  |   | -          |   |   | (13,700    | ) |   | -          |  |   | -           |  
|Dividends                                                 | -            |  |   | -         |  |   | -          |  |   | -          |   |   | -          |   |   | -          |  |   | (119,477    | )
|Net loss for the nine months ended                        |              |  |   |           |  |   |            |  |   |            |   |   |            |   |   |            |  |   |             |  
|November 30, 2004                                         | -            |  |   | -         |  |   | -          |  |   | -          |   |   | -          |   |   | -          |  |   | (189,459    | )
|                                                          |              |  |   |           |  |   |            |  |   |            |   |   |            |   |   |            |  |   |             |  
|Balance, November 30, 2004                                | 13,340,522   |  | $ | 7,599,828 |  | $ | 62,529     |  | $ | (585,000   | ) | $ | 435,300    |   | $ | 1,593,025  |  | $ | (9,967,673  | )

SEE ACCOMPANYING NOTES

F-6

---

| | SENSE TECHNOLOGIES INC.                              | Schedule 1
| | ---------------------------------------------------- | ----------
| | SCHEDULE OF DIRECT COSTS                             |           
| | for the nine months ended November 30, 2004 and 2003 |           
| | (Stated in U.S. Dollars)                             |           

|                         |   | Three months ended |  |   | Nine months ended | 
|------------------------ | - | ------------------ |  | - | ----------------- | 
|                         |   | November 30,       |  |   | November 30,      | 
|                         |   | 2004               |  |   | 2003              | 
|                         |   |                    |  |   |                   | 
|Cost of sales            | $ | 2,724              |  | $ | 104,463           | 
|Manufacturing expenses   |   | 2,460              |  |   | 35,396            | 
|Royalty expense – Note 4 |   | -                  |  |   | 7,626             | 
|                         |   |                    |  |   |                   | 
|                         | $ | 5,184              |  | $ | 147,485           | 

F-7

---

SENSE TECHNOLOGIES INC.
  NOTES TO THE INTERIM FINANCIAL STATEMENTS 
  November 30, 2004
  (Stated in US Dollars)
  (Unaudited)

|Note 1 | Interim Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | While the information presented in the accompanying nine months to
          November 31, 2004 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 29, 2004.
        Operating results for the quarter ended November 30, 2004 are not necessarily
          indicative of the results that can be expected for the year ending February
          28, 2005.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 2 | Share Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

F-8

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Sense Technologies Inc. 
  Notes to the Interim Financial Statements 
  November 30, 2004 
  (Stated in US Dollars) 
  (Unaudited) – Page 2

|Note 2 | Share Capital– (cont’d)
|------ | -----------------------
|       |                        
|       | b)                     
|       |                        
|       |                        

| |  |                                                | November 30, 2004 |   | November 30, 2003
| |  | ---------------------------------------------- | ----------------- | - | -----------------
| |  |                                                |                   |   |                  
| |  |                                                |                   |   |                  
| |  |                                                |                   |   |                  
| |  |                                                | Shares            |   |                  
| |  | Outstanding and exercisable at                 |                   |   |                  
| |  | beginning of period                            | 1,215,000         |   | $                
| |  | Previously granted options vesting             |                   |   |                  
| |  | during the period                              | -                 |   |                  
| |  | Granted                                        | -                 |   |                  
| |  | Expired                                        | ( 15,000          | ) | $                
| |  | Less:         Share
      purchase options not |                   |   |                  
| |  | vested                                         | -                 |   |                  
| |  |                                                |                   |   |                  
| |  | Outstanding and exercisable at end of          |                   |   |                  
| |  | the
      period                               | 1,200,000         |   | $                

| |  | At November 30, 2004, 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:
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|          | Exercise | Expiry            
|--------- | -------- | ------------------
|Number    | Price    | Date              
|25,000    | $1.03    | June 8, 2005      
|300,000   | $1.03    | August 4, 2005    
|25,000    | $1.03    | January 8, 2006   
|25,000    | $1.03    | March 22, 2006    
|450,000   | $2.30    | December 18, 2006 
|50,000    | $2.30    | January 10, 2007  
|100,000   | $0.75    | September 26, 2007
|200,000   | $1.00    |                   
|25,000    | $1.00    | March 14, 2008    
|          |          |                   
|1,200,000 |          |                   

F-9

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Sense Technologies Inc. 
  Notes to the Interim Financial Statements 
  November 30, 2004 
  (Stated in US Dollars) 
  (Unaudited) – Page 3

|Note 2 | Share Capital– (cont’d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Note 3 | License Fee
        –Note 5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | During the period
        ended November 30, 2004, the Company signed an exclusive license agreement
        to manufacture, sell, deliver and install the Lateral – View Mirror
        better known as Scope Out (“Scope Out”).                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Pursuant to
        terms of the agreement, the Company is obligated to pay a license fee
        of $150,000 over the period of two years from the date of the agreement
        ($20,000 paid). Subsequent to signing the agreements, the licensor
        agreed to waive the final $50,000 of the license fee in exchange for
        1,000,000 units of the Company at $0.05 per unit. Each unit consists
        of one common share and one share purchase warrant entitling the holder
        to purchase an additional common share at $0.15 per share for a period
        of two years.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Note 4 | Related Party
        Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The Company
        incurred the following items with directors, shareholders and companies
        with common directors and shareholders:                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |                           |   | Three months ended |   |   | Nine months ended |  
| | ------------------------- | - | ------------------ | - | - | ----------------- | -
| |                           |   | November 30,       |   |   | November 30,      |  
| |                           |   | 2004               |   |   | 2003              |  
| | Bad debts                 | $ | -                  |   | $ | -                 |  
| | Interest expense          | $ | 2,062              |   | $ | 1,411             |  
| | Interest income           | $ | (13,136            | ) | $ | (13,136           | )
| | Legal and accounting fees | $ | -                  |   | $ | 1,000             |  
| | Provision for accrued     |   |                    |   |   |                   |  
| | interest receivable       | $ | 13,163             |   | $ | 13,163            |  
| | Royalty expense           | $ | -                  |   | $ | 7,626             |  
| | Sales                     | $ | -                  |   | $ | -                 |  
| | Wages and benefits        | $ | -                  |   | $ | 34,615            |  

F-10

---

Sense Technologies Inc. 
  Notes to the Interim Financial Statements 
  November 30, 2004 
  (Stated in US Dollars) 
  (Unaudited) – Page 4

|Note 4 | Related Party Transactions– Cont’d                                                                                                                                                                                                                                                                                                                                                       
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                          
|       | The above noted items were
        measured by the exchange amount which is the amount  agreed upon
        by transacting parties.                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                          
|       | As at November 30, 2004,
        included in accounts payable is $57,657 (February 29,  2004:
        $60,900) owing to directors and a shareholder with respect to unpaid
        fees,  purchases and accrued interest and $481,332 (February
        29, 2004: $480,000) owing to  shareholders in respect of royalties
        payable.                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                          
|       | As at November 30, 2004,
        included in convertible promissory notes payable is $112,732 
        (February 29, 2004: $112,732) due to directors.                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                          
|Note 5 | Non-cash Transactions                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                          
|       | Investing and financing
        activities that do not have an impact on current cash flows are 
        excluded from the cash flows are excluded from the cash flow statement.                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                          
|       | During the period ended
        November 30, 2004, the Company acquired license fees in the  amount
        of $150,000. As consideration the Company paid 20,000 cash, issued
        a license  fee payable of $80,000 and issued common stock subscriptions
        of $50,000. The non-cash  component of the transaction has been
        excluded from the statement of cash flows.

F-11

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Item 2.      Management’s
  Discussion and Analysis or Plan of Operation

The following discussion and analysis should be read in conjunction
  with our Financial Statements and Notes thereto for the period ended November
  30, 2004 and November 30, 2003.

Overview of Operations

Sense holds an exclusive license to manufacture, distribute,
  market and sublicense world-wide, a patented technology which is used to produce
  the Guardian AlertTM backing awareness system for motor vehicles utilizing microwave
  radar technology, as well as a patented technology which is used to produce
  the ScopeOut® adjustable mirrors system for improved backing awareness.
  The Company manufactures the Guardian Alert® product in Charlotte, NC through
  an outsourced vendor with extensive experience producing products for auto dealerships,
  and OEMs. The manufacturer of the ScopeOut® products will be approved soon.
  The Company has established relationships with multiple large dealership groups
  and after market product distributors.

The Company plans to complete development of its next-generation
  microwave product and continue to increase sales through continued development
  of new marketing relationships, as well as develop marketing opportunities for
  the recently-added ScopeOut® product line.

Results of Operations

For the period ended November 30, 2004 as compared to the
  period ended November 30, 2003.

Sales for the period ended November 30, 2004 were $6,608,
  a 96 percent decrease over the period ended November 30, 2003. The difference
  is due to timing of customer’s purchases and the Company’s attention
  currently being focused on the ScopeOut® product line acquisition and development.

Direct costs were $5,184 a 96 percent decrease over the
  period ended November 30, 2003, which is primarily in-line with the change in
  sales. The Company realized a positive gross margin contribution of $1,424.

General and administrative expenses were $78,145 for the
  period ended November 30, 2004 as compared to $121,141 for the period ended
  November 30, 2003. The decrease was partially attributable to a reduction in
  wages and benefits, interest, professional fees, rent, advertising and travel
  costs.

Liquidity and Capital Resources

At November 30, 2004, the Company had cash and cash equivalents
  on hand of $17,611 compared to $3,876 at November 30, 2003. During the
  period ended November 30, 2004, the Company funded operations using existing
  cash balances, cash flow from operations, and by raising money through the issuance
  of Common Stock.

4

---

At November 30, 2004, we had a working capital deficit of
  $1,015,283 compared to positive working capital of $177,750 at November
  30, 2003. The decrease in working capital is largely due to certain convertible
  promissory notes payable becoming due within one year.

We have not invested in derivative securities or any other
  financial instruments that involve a high level of complexity or risk.

Item 3.      Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management, with the participation of
  the Company’s Chief Executive Officer, who is also acting in the capacity
  as principal accounting officer, has evaluated the effectiveness of the Company’s
  disclosure controls and procedures as of November 30, 2004. Based on this evaluation,
  the Company’s Chief Executive Officer concluded that the Company’s
  disclosure controls and procedures are effective for gathering, analyzing and
  disclosing the information the Company is required to disclose in the reports
  it files under the Securities Exchange Act of 1934, within the time periods
  specified in the SEC’s rules and forms. Such evaluation did not identify
  any change in the Company’s internal control over financial reporting
  that occurred during the quarter ended November 30, 2004 that has materially
  affected or is reasonably likely to materially affect the Company’s internal
  control over financial reporting.

PART II - OTHER INFORMATION

Item 6.      Exhibits and Reports
  on Form 8-K

|(a) | Exhibit 31.1 – Certification                                               
|--- | ---------------------------------------------------------------------------
|    | Exhibit 32.1 – Certification                                               
|    |                                                                            
|(b) | No reports on form 8-K were filed during the period covered by this report.

SIGNATURES

In accordance with the requirements of the Exchange Act, the
  registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

|Date:  January 19, 2005 | SENSE TECHNOLOGIES INC.
|----------------------- | -----------------------
|                        | (Registrant)           
|                        |                        
|                        | By:                    
|                        |                        

5

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