**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 November 30, 2009**

 

**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 ̈ Nox

 

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

__________________________________________________________________________________________________________Page 1

practicable date.
|              |        |                                                   |
|--------------|--------|---------------------------------------------------|
| **Class**    |   | **Outstanding at January 12, 2010**               |
| Common Stock |   | 66,804,651 shares

 

 

 

  |

 

TABLE OF CONTENTS

Sense Technologies Inc. Form 10-Q

 

|                                                                                                                      |        |
|----------------------------------------------------------------------------------------------------------------------|--------|
| **PART I-FINANCIAL INFORMATION**                                                                                     | **3**  |
|                                                                                                                 |   |
| ITEM 1. FINANCIAL STATEMENTS.                                                                                        | 4      |
| BALANCE SHEETS AS OF NOVEMBER 30, 2009 (UNAUDITED) AND FEBRUARY 28, 2009                                             | 4      |
| STATEMENTS OF LOSSES FOR THE THREE AND NINE MONTHS  ENDED NOVEMBER 30, 2009 AND 2008 (UNAUDITED) | 5      |
| STATEMENTS OF CASH FLOWS FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2009 AND 2008 (UNAUDITED)                  | 6      |
| STATEMENT OF STOCKHOLDERS’ DEFICIENCY FOR THE NINE MONTHS ENDED NOVEMBER 30, 2009                               |   |
| (UNAUDITED) AND THE YEAR ENDED FEBRUARY 28, 2009                                                                     | 7      |
| NOTES TO UNAUDITED FINANCIAL STATEMENTS                                                                              | 8      |
| 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**                                                                                        | **13** |
|                                                                                                                 |   |
| ITEM 1. LEGAL PROCEEDINGS.                                                                                           | 13     |
| ITEM 1A. RISK FACTORS.                                                                                               | 13     |
| ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.                                                 | 13     |
| ITEM 3. DEFAULTS UPON SENIOR SECURITIES.                                                                             | 13     |
| ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                                         | 13     |
| ITEM 5. OTHER INFORMATION.                                                                                           | 13     |
| ITEM 6. EXHIBITS.                                                                                                    | 14     |
| ** **                                                                                                           |   |
| **SIGNATURES**                                                                                                       | **15** |

 

__________________________________________________________________________________________________Page 2

**PART I-FINANCIAL INFORMATION**

**Item 1. Financial Statements.**

**SENSE TECHNOLOGIES INC.**

**INTERIM FINANCIAL STATEMENTS**

**November 30, 2009**

(Stated in US Dollars) 

( Unaudited ) 

_____________________________________________________________________________________________________________________Page 3

**SENSE TECHNOLOGIES INC.**BALANCE SHEETS**As of****November 30, 2009 and February 28, 2009**(Stated in US Dollars) (Unaudited)

|                                                                                                                                                                        |              |              |              |              |               |              |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|--------------|--------------|--------------|---------------|--------------|
|                                                                                                                                                              |    | November 30, |    |    | February 28,  |    |
|                                                                                                                                                              |    | 2009         |    |    | 2009          |    |
| **ASSETS**                                                                                                                                                             |    |
| Current                                                                                                                                                                |    |    |    |    |     |    |
|      Cash                                                                                                                                     | $            | 7,807        |         | $            | 645           |         |
|      Accounts receivable                                                                                                                      |         | 5,019        |         |         | -             |         |
|      Accounts receivable – related party                                                                                                 |         | 2,532        |         |         | 2,532         |         |
|      Inventory                                                                                                                                |         | 26,981       |    |         | 27,611        |    |
|      Prepaids                                                                                                                                 |    | 22,435       |    |    | 14,345        |    |
|   Total Current Assets                                                                                                                                       |    | 64,774       |    |    | 45,133        |    |
|                                                                                                                                                              |    |    |    |    |     |    |
| Deposit                                                                                                                                                                |    | 84,928       |    |    | 84,928        |    |
| Equipment – Net of accumulated depreciation

   of $89,737 and $79,012 at November 30, 2009

   and February 28, 2009, respectively |    | 52,970       |    |    | 63,695        |    |
| Intangible assets                                                                                                                                                      |    | 52           |    |    | 52            |    |
|   Total Assets                                                                                                                                               | $            | 202,724      |    | $            |  193,808 |    |
|                                                                                                                                                              |    |    |    |    |     |    |
| **LIABILITIES**                                                                                                                                         |    |
| Current                                                                                                                                                                |    |    |    |    |     |    |
|      Bank overdraft                                                                                                                           | $            | -            |    | $            |  45,778  |    |
|      Accounts payable                                                                                                                         |    | 280,389      |    |    | 188,976       |    |
|      Accounts payable – related party                                                                                                    |         | 47,284       |         |         | 44,552        |         |
|      Accrued expenses                                                                                                                         |         | 1,037,186    |         |         | 1,064,664     |         |
|      Accrued expenses – related party                                                                                                    |         | 678,839      |         |         | 313,528       |         |
|      Notes payable                                                                                                                            |         | 461,861      |         |         | 499,842       |         |
|      Notes payable – related party                                                                                                       |    | 432,500      |         |    | 427,500       |         |
|      Advances payable – related entity                                                                                                   |    | 24,935       |    |    | -             |    |
|      Dividends payable                                                                                                                        |    | 226,835      |    |    | 203,141       |    |
|      Convertible promissory notes payable                                                                                                     |    | 584,447      |    |    | 584,447       |    |
|   Total Current Liabilities                                                                                                                                  |    | 3,774,276    |    |    | 3,372,428     |    |
|                                                                                                                                                              |    |    |    |    |     |    |
| **STOCKHOLDERS' DEFICIENCY**                                                                                                                            |    |
|                                                                                                                                                              |    |    |    |    |     |    |
| Class A preferred shares, without par value, redeemable at $1 per share, 20,000,000 shares authorized, 315,914 shares issued                                           |    |    |    |    |     |    |
|  at November 30, 2009 (February 28, 2009: 315,914)                                                                                                                |    | 315,914      |    |    | 315,914       |    |
| Common stock, without par value 100,000,000 shares authorized,                                                                                                         |    |    |    |    |     |    |
|  66,804,651 shares issued at November 30, 2009 (February 28, 2009:  62,204,651)                                                                              |    | 13,115,539   |    |    | 12,903,039    |    |
| Common stock subscribed                                                                                                                                                |    | -            |    |    | 32,500        |    |
| Common stock to be issued                                                                                                                                              |         | 88,889       |         |         | 88,889        |         |
| Deficit                                                                                                                                                                |    | (17,091,894  | )            |    | (16,518,962   | )            |
|   Total Stockholders’ Deficiency                                                                                                                        |    | (3,571,552   | )            |    | (3,178,620    | )       |
|   Total Liabilities and Stockholders’ Deficiency                                                                                                        | $       | 202,724      |    | $            |  193,808 |    |
|                                                                                                                                                                   |         |         |         |         |          |         |

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS

 

_________________________________________________________________________________________________Page 4

**SENSE TECHNOLOGIES INC.**INTERIM STATEMENTS OF LOSS for the three and nine months ended November 30, 2009 and 2008(Stated in US Dollars) (Unaudited) 
|                                                                    |              |                    |              |              |                   |              |              |                |              |              |                |              |
|--------------------------------------------------------------------|--------------|--------------------|--------------|--------------|-------------------|--------------|--------------|----------------|--------------|--------------|----------------|--------------|
|                                                          |    | Three months ended |    |    | Nine months ended |    |
|                                                          |    | November 30,       |    |    | November 30,      |    |
|                                                          |    | 2009               |    |    | 2008              |    |    | 2009           |    |    | 2008           |    |
|                                                               |         |               |         |         |              |         |         |           |         |         |           |         |
| Sales                                                              | $            | 70,065             |    | $            | 4,871             |    | $            | 116,193        |    | $            | 118,538        |    |
| Direct costs                                                       |    |          |    |    |         |    |    |      |    |    |      |    |
|      Cost of sales                        |         | -                  |    |         | 33                |    |         | 631            |    |         | 31,018         |    |
|      Manufacturing expenses               |    | 7,500              |    |    | -                 |    |    | 20,293         |    |    | 3,572          |    |
|      Research and development             |    | -                  |    |    | 7,856             |    |    | 2,630          |    |    | 11,156         |    |
|      Commissions                          |         | 15,257             |         |         | 5,100             |         |         | 35,965         |         |         | 15,300         |         |
|      Royalties                            |         | 50,000             |         |         | 30,000            |         |         | 150,000        |         |         | 90,000         |         |
|                                                               |         | 72,757             |         |         | 42,989            |         |         | 209,519        |         |         | 151,046        |         |
|                                                               |         | (2,692             | )            |         | (38,118           | )            |         | (93,326        | )            |         | (32,508        | )            |
| Expenses                                                           |         |               |         |         |              |         |         |           |         |         |           |         |
|      Advertising and marketing            |         | 150                |         |         | 59,015            |         |         | 51,808         |         |         | 179,385        |         |
|      Consulting fees                      |         |               | -            |         | 101,200           |         |         | 9,500          |         |         | 126,100        |         |
|      Contract labor                       |         | 1,000              |         |         | 1,000             |         |         | 6,179          |         |         | 6,000          |         |
|      Depreciation                         |    | 3,575              |    |    | 5,076             |    |    | 10,724         |    |    | 11,181         |    |
|      Filing fees                          |    | 1,060              |    |    | 2,735             |    |    | 3,550          |    |    | 4,485          |    |
|      Financing fees                       |    | -                  |    |    | -                 |    |    | -              |    |    | 36,354         |    |
|      Insurance                            |    | 5,565              |    |    | 8,599             |    |    | 19,634         |    |    | 25,874         |    |
|      Interest and bank charges       |    | 43,867             |    |    | 50,165            |    |    | 139,852        |    |    | 121,872        |    |
|      Legal and accounting                 |    | 9,157              |    |    | 37,639            |    |    | 45,113         |    |    | 37,690         |    |
|      Office and miscellaneous             |    | (49,698            | )            |    | 48,306            |    |    | 106,155        |    |    | 60,878         |    |
|      Rent                                 |    | 17,514             |    |    | 16,846            |    |    | 51,927         |    |    | 49,715         |    |
|      Shareholder information and printing |    | -                  |    |    | -                 |    |    | 62             |    |    | -              |    |
|      Telephone and utilities              |    | -                  |    |    | 1,140             |    |    | 1,531          |    |    | 3,480          |    |
|      Transfer agent fees                  |    | 1,454              |    |    | 780               |    |    | 3,770          |    |    | 6,352          |    |
|      Travel and automotive                |    | 1,942              |    |    | 4,087             |    |    | 12,651         |    |    | 15,414         |    |
|                                                          |    | 35,586             |    |    | 336,588           |    |    | 462,456        |    |    | 684,780        |    |
| Net Operating Loss                                                 |         | (38,278            | )            |         | (374,706          | )            |         | (555,782       | )            |         | (717,288       | )            |
|                                                               |         |               |         |         |              |         |         |           |         |         |           |         |
|  Rental income                                                |    | -                  |    |    |   -     |    |    | 6,544          |    |    | -              |    |
|                                                               |         |               |         |         |              |         |         |           |         |         |           |         |
| Net loss from operations                                           |         |  (38,278      | )            |         |  (374,706    | )            |         |  (549,238 | )            |         |  (717,288 | )       |
|                                                               |         |               |         |         |              |         |         |           |         |         |           |         |
| Preferred dividends, paid or accrued                               |         | 7,899              |         |         | 7,898             |         |         | 23,694         |         |         | 23,690         |         |
|                                                               |         |               |         |         |              |         |         |           |         |         |           |         |
| Net loss attributable to common stockholders                       | $            | (46,177            | )            | $            | (382,604          | )            | $            | (572,932       | )            | $            | (740,978       | )            |
|                                                          |    |          |    |    |         |    |    |      |    |    |      |    |
| Basic and diluted loss per share                                   | $            |  (0.00        | )            | $            |  (0.01       | )            | $            |  (0.01    | )            | $            |  (0.01    | )            |
|                                                          |    |          |    |    |         |    |    |      |    |    |      |    |
| Weighted average number of shares outstanding                      |    | 65,642,014         |    |    | 55,520,207        |    |    | 63,342,106     |    |    | 50,456,333     |         |

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS

__________________________________________________________________________________________________Page 5

**SENSE TECHNOLOGIES INC.**INTERIM STATEMENTS OF CASH FLOWS for the nine months ended November 30, 2009 and 2008(Stated in US Dollars) (Unaudited)

|                                                                                                        |        |                             |        |                           |              |                          |        |                          |              |
|--------------------------------------------------------------------------------------------------------|--------|-----------------------------|--------|---------------------------|--------------|--------------------------|--------|--------------------------|--------------|
|                                                                                              |   | 3 Months

Ended

11/30/2009 |   | 9 Months ended 11/30/2009 |    | 3 Monthsended 11/30/2008 |   | 9 Monthsended 11/30/2008 |    |
| Operating Activities                                                                                   | $      |                        |   |   $             |    | $                        |   | $                        |    |
|    Net loss for the period                                                              |   | (38,278                     | )      |  (549,238            | )            | (374,706                 | )      |  (717,288           | )            |
|    Adjustments to reconcile net loss to net cash used in                                |   |                        |   |                 |    |                     |   |                |    |
|    Operating activities:                                                                |   |                        |   |                      |         |                     |   |                     |         |
|       Depreciation                                                       |   | 3,575                       |   | 10,724                    |    | 3,391                    |   | 11,181                   |    |
|       Common shares issued for services                                  |   | -                           |   | -                         |         | 122,000                  |   | 122,000                  |    |
|    Changes in non-cash working capital balances   related to operations: |   |                        |   |                 |    |                     |   |                |         |
|       Accounts receivable                                                |   | (2,209                      | )      | (5,019                    | )            | 66,916                   |   | (1.353                   | )            |
|       Inventory                                                          |   | -                           |   | 630                       |         | 32                       |   | (82,605                  | )            |
|       Prepaids                                                           |   | (12,919                     | )      | (8,090                    | )            | 8,364                    |   | 5,241                    |         |
|       Accounts payable and accrued liabilities                           |   | 46,963                      |   | 386,201                   |    | 77,422                   |   | 235,834                  |         |
|                                                                                              |   |                        |   |                 |    |                     |   |                |         |
| Net cash used by operating activities                                                                  |   | (2,868)                     |   | (164,792                  | )            | (96,581                  | )      | (426,990                 | )            |
|                                                                                              |   |                        |   |                 |    |                     |   |                |    |
| Financing Activities                                                                                   |   |                        |   |                 |    |                     |   |                |         |
|    Borrowing on debt                                                                    |   | 18,483                      |   | 27,483                    |         | 345,585                  |   | 441,273                  |         |
|    Payments on debt                                                                     |   | (26,408                     | )      | (60,464                   | )            | (77,956                  | )      | (77,956                  | )            |
|    Advances payable – unrelated parties                                            |   | -                           |   | -                         |         | (225,000                 | )      | -                        |         |
|    Advances payable – related parties                                              |   | 18,575                      |   | 24,935                    |         | 8,625                    |   | (31,425)                 |         |
|    Proceeds from common share subscriptions                                             |   | -                           |   | 180,000                   |    | 45,000                   |   | 95,000                   |    |
|                                                                                              |   |                        |   |                 |    |                     |   |                |    |
| Net cash provided by financing activities                                                              |   | 10,649                      |   | 171,954                   |    | 96,254                   |   | 426,892                  |    |
|                                                                                              |   |                        |   |                 |    |                     |   |                |    |
| Decrease in cash during the period                                                                     |   | 7,781                       |   | 7,162                     |         | (327                     | )      | (98                      | )            |
|                                                                                              |   |                        |   |                 |    |                     |   |                |    |
| Cash, beginning of period                                                                              |   | 26                          |   | 645                       |    | 1,217                    |   | 988                      |    |
|                                                                                              |   |                        |   |                 |    |                     |   |                |         |
| Cash, end of period                                                                                    | $      | 7,807                       |   | 7,807                     |    | 890                      |   | 890                      |    |

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS

__________________________________________________________________________________________________________________________________Page 6

**SENSE TECHNOLOGIES INC.**STATEMENT OF STOCKHOLDERS’ DEFICIENCY for the period ended November 30, 2009(Stated in US Dollars) (Unaudited)
|                              |                        |              |                 |                      |              |              |              |              |              |              |              |              |              |                 |                             |              |              |                   |              |              |                              |
|------------------------------|------------------------|--------------|-----------------|----------------------|--------------|--------------|--------------|--------------|--------------|--------------|--------------|--------------|--------------|-----------------|-----------------------------|--------------|--------------|-------------------|--------------|--------------|------------------------------|
|                    | Common Stock           |         | Preferred Stock |                 | Common       |         |         |         | Common       |         |         |         |         |            |                        |
|                    | Issued                 |         |            |                 |         | Issued       |         |         |         |         | Stock        |         |         | Subscriptions   | Stock to                    |         |         | Accumulated       |         |         |                         |
|                    | Shares                 |         |            | Amount               |         | Shares       |         |         | Amount       |         | Subscribed   |         |         | Receivable      | Be Issued                   |         |         | Deficit           |         |         | Total                        |
|                    |              |    |       |            |    |    |    |    |    |    |    |    |    |       |                        |    |    |         |    |    |                    |
|                         |                   |         |            |                 |         |         |         |         |         |         |         |         |         |            |                        |         |         |              |         |         |                         |
| Balance, February 29, 2008   |   45,575,551 |         | $               | 12,499,471           |         | 315,914      |         | $            | 315,914      | $            | 650,500      |         | $            |  (891,432) | 288,889                     |         | $            |  (15,473,645 | )            | $            |  (2,610,303)            |
| Common share subscriptions   |                   |         |            |   (524,016 | )            |         | -            |         |         |         | 245,000      |         |         | 524,016         |                        | -            |         |              | -            |         | 245,000                      |
| Common Stock issued          | 8,929,100              |         |            | 495,584              |         | -            |         |         | -            |         | (863,000     | )            |         | 367,416         |                        |         |         |              |         |         | -                            |
| Management fee shares issued | 2,500,000              |         |            | 200,000              |         | -            |         |         | -            |         | -            |         |         | -               |  (   200,000 | )            |         | -                 |         |         | -                            |
| Consulting fees              | 3,000,000              |         |            | 100,000              |         |         |         |         |         |         | -            |         |         | -               |                        |         |         | -                 |         |         | 100,000                      |
| Royalties Payable            | 2,200,000              |         | -               | 132,000              |         | -            |         |         | -            |         | -            |         |         | -               |                        | -            |         | -                 |         |         | 132,000                      |
| Dividends                    | -                      |    |       | -                    |    | -            |         |         | -            |    | -            |         |         | -               | -                           |         |         | (31,591           | )            |    | (31,591                      |
|                         |                   |         |            |                 |         |         |         |         |         |         |         |         |         |            |                        |         |         |              |         |         |                         |
| Net loss for the period      |                   |         |            |                 | -            |         | -            |         |         |         |         | -            |         | -               |                        | -            |         |  (1,013,726) |         |         |    (1,013,726 |
|                         |                   |         |            |                 |         |         |         |         |         |         |         |         |         |            |                        |         |         |              |         |         |                         |
| Balance, February 28, 2009   | 62,204,651             |         |            | 12,903,039           |         | 315,914      |         |         | 315,914      |         | 32,500       |         |         | -               | 88,889                      |         |         | (16,518,962)      |         |         |   (3,178,620)      |
| Common share subscriptions   |                   |         |            |                 |         |         |         |         |         |         | 180,000      |         |         |            |                        |         |         |              |         |         | 180,000                      |
| Common Stock Issued          | 4,600,000              |         |            | 212,500              |         | -            |         |         | -            |         | (212,500     | )            |         | -               |                        | -            |         | -                 |         |         | -                            |
| Dividends                    |                   |         |            |                 |         |         |         |         |         |         |         |         |         |            |                        |         |         | (23,694           | )            |         | (23,694)                     |
| Net loss for the period      |                   |         |            |                 |         |         |         |         |         |         |         |         |         |            |                        |         |         | (549,238          | )            |         | (549,238)                    |
| Balance, November 30, 2009   | 66,804,651             |         | $               | 13,115,539           |         | 315,194      |         | $            | 315,914      | $            | -            |         |         | -               | 88,889                      |         | $            | (17,091,894       | )            | $            | (3,571,552)                  |

 

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS

 

____________________________________________________________________________________________________________________________________________________________Page 7

**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 twelve months to February 28, 2009 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, 2009. 

**Recently Adopted Accounting Pronouncements**

Effective June 30, 2009, the Company adopted a new accounting standard issued by the FASB related to the disclosure requirements of the fair value of the financial instruments. This standard expands the disclosure requirements of fair value (including the methods and significant assumptions used to estimate fair value) of certain financial instruments to interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on a prospective basis and did not have a material impact on the Company’s financial statements.

**Recently Issued Accounting Standards**

In August 2009, the FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The Company does not expect the impact of its adoption to be material to its financial statements. 

In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.

In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011. |

Note 2 

Common Stock 

  

a) 

Escrow: 

  

At November 30, 2009, there were 5,970,190 performance shares held in escrow by the Company’s transfer agent. Included in this amount are 3,250,000 escrow shares to be earned out on the basis of one share for each $0.50 of cash flow generated by the Company. Once these shares are earned out, the remaining 2,720,190 escrow shares are to be earned out for each $5.00 of cash flow generated by the Company. The release of these shares is subject to the direction or determination of the relevant regulatory authorities. 

 

_____________________________________________________________________________________________________________________Page 8

b) 

Commitments: 

  

Stock-based Compensation Plan 
|              |                                |              |              |              |              |              |              |              |              |              |              |              |              |
|--------------|--------------------------------|--------------|--------------|--------------|--------------|--------------|--------------|--------------|--------------|--------------|--------------|--------------|--------------|
|    |                      |    | November 30, |    |    | February 28, |    |
|    |                      |    | 2009         |    |    | 2009         |    |
|    |                      |    |    |    |    | Weighted     |    |    |    |    |    | Weighted     |    |
|    |                      |    |    |    |    | Average      |    |    |    |    |    | Average      |    |
|    |                      |    |    |    |    | Exercise     |    |    |    |    |    | Exercise     |    |
|    |                      |    | Shares       |    |    | Price        |    |    | Shares       |    |    | Price        |    |
|    |                      |    |    |    |    |    |    |    |    |    |    |    |    |
|    | Outstanding and exercisable at |    |    |    |    |    |    |    |    |    |    |    |    |
|    | beginning of period            |    | 1,025,000    |    |         | $0.07        |    |    | 1,025,000    |    |         | $0.07        |    |
|    | Expired                        |    | (25,000      | )            |         | (1.00        | )            |    | (25,000      | )            |         | (1.00        | )            |
|    |                      |    |    |    |    |    |    |    |    |    |    |    |    |
|    | Outstanding and exercisable at |    |    |    |    |    |    |    |    |    |    |    |    |
|    | end of the period              |    | 1,000,000    |    |         | $0.05        |    |    | 1,000,000    |    |         | $0.05        |    |

At November 30, 2009, 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 |
| Note 3       | Related Party Transactions                                                                                    |
|         | The Company incurred the following items with directors and companies with common directors and shareholders: |
|    |                                                                                                     |      |         |    | November 30, |    |
|    |                                                                                                     |      |         |    | 2009         |    |    | 2008         |    |
|    |                                                                                                     |      |         |    |    |    |    |    |    |
|         | Royalties                                                                                                     |           |              | $            | 150,000      |         | $            | 90,000       |         |
|    | Interest expense                                                                                              |           |         | $            | 139,852      |    | $            |  30,988 |         |

As of November 30, 2009, included in accounts payable is $47,284 (February 28, 2009: $33,774) owing to an accounting firm in which a director of the Company is a partner and a shareholder with respect to unpaid fees and interest on promissory notes,  $480,000 (February 28, 2009: $480,000) owing to shareholders of the Company in respect of royalties payable with no interest accruing, $423,335 (February 28, 2009: $273,500) owing to a director of the Company in respect of royalties payable and $50,992 (February 28, 2009: $50,992) owing to the former president of the Company in respect of unpaid wages. 

As of November 30, 2009, included in advances payable is $24,935 (February 28, 2009: $0) owed to a company controlled by a director. 

As of November 30, 2009, promissory notes payable of $432,500 (February 28, 2009: $427,500) is due to a profit-sharing and retirement plan administeredby a director of the Company.  Terms are:

Due June, 2009

$   20,000

May, 2009

   150,000

August, 2009

    90,000

September, 2009

    50,000

October, 2009

    75,000

November, 2009

    22,500

December, 2009

    20,000

June, 2010

      5,000

Total

$432,500

All bear interest at 12% per annum.

_____________________________________________________________________________________________________________________Page 9

Note 4

Accrued Liabilities

|                                                                                   |                                           |                   |
|-----------------------------------------------------------------------------------|-------------------------------------------|-------------------|
|                                                                              |                                      |              |
|                                                                         | November 30, 2009                         | February 28, 2009 |
| Accrued fees                                                                      | 24,611                                    | 40,194            |
| Accrued payroll                                                                   | 53,741                                    | 55,869            |
| Accrued interest payable                                                          | 490,307                                   | 356,858           |
| Accrued non resident withholding taxes, including 

 accrued interest   | 120,956                                   | 120,956           |
| Accrued royalties payable                                                         | 903,334                                   | 753,334           |
| Accrued San Tan Lawsuit                                                           | 73,065                                    | -                 |
| Accrued taxes payable                                                             | 50,011                                    | 50,981            |
|                                                                         | $1,716,025       | $1,378,192        |

Note 5

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 nine months ended November 30, 2009, there were two customers that accounted for $114,338 (99%) of sales revenue.   During the nine months ended November 30, 2008, there were two customers that accounted for $81,547 (69%) of sales revenue.

Note 6

Commitments and Contingencies 

The Company is in arrears with respect to its lease of property with San Tan Development. As a result, the company is being faced with a judgment in an amount equal to the remaining months of lease commitments and attorney’s fees and costs. Sense has booked a liability in the amount of the judgment and have accrued attorney’s fees. The amount of the lease liability is $107,372. The estimated attorneys fees are based on 20% of damages sought and total $21,474. The property is sub-leased for part of the remaining lease term,  the liability was adjusted by $55,781 in the current quarter. 

Note 7 

Subsequent events

Subsequent to November 30, 2009 we signed an agreement to use a vendor trade name that required an $80,000 down payment which was paid in cash and a 6% ongoing royalty interest. No events other than those described here that took place subsequent to November 30, 2009 and through the date of this filing in the opinion of management are required to be disclosed. 

_____________________________________________________________________________________________________________________Page 10

**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 November 30, 2009 and our Financial Statements and notes thereto for the period ended November 30, 2008.

**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 a non-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 manufactured in China through an outsourced vendor.

**2.**

**Results of Operations**

*For the nine month period ended November 30, 2009 as compared to the period ended November 30, 2008.*

Sales for the period ended November 30, 2009 decreased by 2% from $118,538 to $116,193 due to reduced demand.  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.

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.

Direct costs in 2009 were higher due to higher minimum royalties under the ScopeOut® license and increase in commissions paid.  Direct costs in 2008 were also high due to minimum royalties under the ScopeOut® license.

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/unsaleable inventory.

Management periodically reviews inventory and makes a determination as to whether any inventory is obsolete.  If we determine that certain materials and or products are not in saleable condition and that the likelihood of them being sold is remote, management will make a decision to write off the inventory and or parts of inventory that it deems will not sell.  If previously written-off inventory later sells, costs of sale are significantly lower due to the previous write-off of those costs.  This can materially affect period gross profit ratios.

Regarding intangible assets, the company conducts reviews annually in accordance with SFAS 142 regarding possible impairment of related assets.   We have written off the GuardianAlert® license agreement intangible asset in 2005 and the ScopeOut® license agreement intangible asset in 2007 due to poor sales performance results in the past and the uncertainty of the recoverability of the assets.

After careful consideration, management felt the ScopeOut® license should be treated as fully impaired at February 28, 2007.  The initial license was entered in September, 2004, and the first molds for the first iteration of the product were completed in September of 2005.  

The initial inventory, now all written off, was manufactured and delivered to the Company in November 2005.  Significant marketing efforts were undertaken with respect to that first version which resulted in significant promise for potential large sales to occur based on initial meetings introducing the product.  It generally took several meetings with each such potential customer to ultimately learn that the products' aesthetics were not acceptable for mass consumer acceptance.  This was especially true with respect to dealers' installation of the product on its new and used car inventory for such vehicle to be sold with the product intact.  

In late 2006, and by fiscal year end February 28, 2007, solutions to those aesthetic problems were being developed.  We still expected that inventory of the first iteration was saleable, but likely not with large customers such as retail chains.  Some automobile dealerships previously contacted also had not yet made a final decision whether to use the product on its existing inventory for resale.

_____________________________________________________________________________________________________________________Page 11

**Management’s Discussion And Analysis**

Sense Technologies Inc. Form 10-Q 

The Company undertook the effort to redesign the products using the qualified engineers that assisted with the first design, and physically-feasible aesthetics solutions were determined and evaluated.  The new designs iterations were finally approved in August of 2007, and the first inventory of both versions of the new iterations were manufactured and delivered in November, 2007.

Based on this, management believed at February 28, 2007 that existing inventory was still resalable, though likely not in the large volumes per customer as originally anticipated.  Further, management believed that the product could successfully be redesigned, engineered, and prototyped and manufactured in the appropriate aesthetic versions necessary to achieve such large customer sales.  Based on this, when the initial 10-KSB was filed and financial statements issued, no impairment of the intangible asset was believed to exist.  However, management now believes that the total impairment of that intangible asset as of that date is appropriate as there was no assurance at the time that our expectations of solving the aesthetics and other marketing problems would actually be successful.  This is further because no significant sales of the new versions of the product have yet occurred, notwithstanding significant marketing effort to do so.  Since six months have elapsed since the new iteration versions of the products have arrived for demonstration and marketing purposes, within which such sales could have occurred, it seems most appropriate to look at that historical result to anticipate what potential sales might occur in the future.  Unit sales of ScopeOut® products were as follows:
|                                                                                                                                                               |                                                               |          |          |          |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------|----------|----------|----------|
| **Sense Technologies Inc.**

**Schedule of Scope-Out unit sales**

**for the fiscal years ended February 29, 2008**

**and February 28, 2007, 2006 and 2005** |
|                                                                                                                                                          | **2005**                                                      | **2006** | **2007** | **2008** |
|                                                                                                                                                          |                                                          |     |     |     |
| Car model                                                                                                                                                     |           - | 10       | 6        | 13       |
| SUV model                                                                                                                                                     |           - | 18       | 7        | 10       |
| Total ScopeOut® units                                                                                                                                    |           - | 28       | 13       | 23       |

Accordingly, the Company has concluded that based on the approximately two-year period from entering the ScopeOut® license to February 28, 2007, and considering all events subsequent to that date, the circumstances merited an impairment in value of the ScopeOut® license effective February 28, 2007, in the full amount of the license value, $196,107.        

Also, we expensed the amounts we paid to attorneys to obtain ScopeOut® patents in foreign jurisdictions in our revised Financial Statements.  Originally, the company chose to capitalize these amounts because of the Company's experience with intellectual properties embodied in issued patents.

First, management understood that in the United States, an issued patent maintains a presumption of validity until determined otherwise.  While that is our understanding of the law in the United States, it may not necessarily that of any or all foreign countries. However, it was our presumption that that should more often than not be the case.  Additionally, the Company is presently interacting with a major company in informally evaluating the scope of the patents in covering a product they sell.  That added to management's presumption of a valid patent, insofar as that effort has not yet been completed.  The company's intent was to react with appropriate reductions in values should this informal effort result negatively for the Company.

Secondly, our experience in filing for foreign patents has led to opportunities for evaluation of the subject invention in foreign marketplaces.  Evidently such documents become databases of opportunities for interested companies in the foreign venues for consideration of business relationships.  Such information contained in the application provides for a sufficient amount of means to contact the Company by any interested party in the foreign location.  Accordingly, there is a value with respect to the potential of such networking opportunities to enter business relationships regarding the product by such interested parties.  

Notwithstanding, since the Company has determined that a total impairment of the ScopeOut® license is appropriate at February 28, 2007, such would be indicative that the value of all of the underlying patents to the ScopeOut® license would also be in-turn impaired.  Such weighs on whether any foreign patents should therefore maintain any intangible value for the Company.  Based on these overall circumstances, management believes again that these costs should be treated as expense.

 

_____________________________________________________________________________________________________________________Page 12

**Management’s Discussion And Analysis**

Sense Technologies Inc. Form 10-Q 

We also wrote off equipment of $19,341 and an uncollectible promissory note receivable from a group of original investors in the Company in the amount of $585,000 during 2008. This note had been outstanding for several years and its collection was contingent on successful resolution of a bankruptcy proceeding of an unrelated company. During the year ended February 29, 2008, management made the determination that the possibility of collection on this note was remote and determined it should be written-off.

Royalties increased from $90,000 in 2008 to $150,000 in 2009, and increase of 67%, due to the increased requirement of minimum royalties necessary to maintain the exclusivity regarding the ScopeOut® license.

Consulting fees decreased from $126,100 in 2008 to $9,500 in 2009, a decrease of 93%.  Advertising and marketing expenses decreased from $179,385 in 2008 to $51,808 in 2009, a decrease of 71%, both as a result of adjustments in the Company’s efforts to market the ScopeOut® products.

Following summarizes the overall operations results:
|                                     |                                                  |                                                  |                      |                      |
|-------------------------------------|--------------------------------------------------|--------------------------------------------------|----------------------|----------------------|
|                                |                                             |                                             | **Increase**         | **%  Increase** |
|                                | **     2009**           | **    2008**                 | **( Decrease)**      | **(decrease)**       |
|                                |                                             |                                             |                 |                 |
| Sales                               | 116,193                                          | 118,538                                          | (2,345)              | (1.981)              |
| Direct Costs                        | 209,519                                          | 151,046                                          | 58,473               | 38.71                |
| General and Administrative expenses | 462,456                                          | 684,780                                          | (222,324)            | (32.47)              |
| Net Loss                            | (549,238)                                        | (717,288)                                        | 168,050              | 23.43                |
| Basic and Diluted Loss per share    | (        .01) | (        .01) | -     | -                    |

The stockholders and directors of the Company have been advised in the independent auditors report that there is substantial doubt that our company has the ability to continue as a going concern.

With respect to the financial condition beyond the fiscal year ending February 28, 2009, the Company will need access to additional funding to meet operating requirements based on its current state of affairs.  Access to funding may come from debts, loans from related parties, stock placement or a combination of the available options. Revenues for fiscal year ended February 28, 2009 were $75,546 and thus, expenses exceeded revenues.  Accordingly, the Company does not expect to be able to fund operations from internally-generated funds until such time as its sales exceed expenses.

As of the date of this filing, the Company had no other funding commitments and there can be no assurance that any such commitments in the future would be obtained on favorable terms, if at all.

The Company has previously maintained its operations from the sale of capital stock and advances and loans from related and unrelated parties.

Although management is cautiously optimistic about its progress for resolutions to its financing needs, no assurances can be made that its plans will be successful.  Adverse market conditions, general economic conditions and limited access to capital markets can adversely impact the Company and its progress as a going concern.

**Liquidity and Capital Resources**

Our cash position at November 30, 2009 was $7,807 as compared to $645 at February 28, 2009. This increase was due to our use of cash in operating and investing activities and cash provided by financing activities as described below.

**Net cash used in operating activities**
|                                                                                                                                                                                                           |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Net cash used in operating activities was $139,857 in 2009, compared to $458,415 in 2008. The decrease in cash used in 2009 was largely due to the decrease in ScopeOut® marketing activities.  |

**Net cash provided by financing activities**

Net cash provided by financing activities was $147,019 in 2009 compared to net cash provided of $458,317 in 2008.

In 2009, we received $180,000 through subscriptions to private placements of our common shares. 

_____________________________________________________________________________________________________________________Page 13

**Management’s Discussion And Analysis**

Sense Technologies Inc. Form 10-Q 

**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.

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.**

We are a party to a legal proceeding regarding our lease in Chandler, Arizona.

**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 November 30, 2009.

**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 November 30, 2009.

**Item 5. Other Information.**

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

_____________________________________________________________________________________________________________________Page 14

Sense Technologies Inc. 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 |
|   |         |

 

 

 

**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                                  |
|             |                                       |
|             |                                       |
| January 19, 2010 | /S/ BRUCE E. SCHREINER                     |
|             | Bruce E. Schreiner, President              |
|             | (principal executive officer) and Director |
|             |                                       |

_____________________________________________________________________________________________________________________Page 15

**Exhibit 31.1**

**CERTIFICATIONS**

I, Bruce E. Schreiner, certify that:

1.

I have reviewed this report of the fiscal quarter ended November 30, 2009 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.

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.

January 19, 2010

 

|                                             |        |
|---------------------------------------------|--------|
| S/ BRUCE E. SCHREINER                       |   |
| Bruce E. Schreiner, Chief Executive Officer |   |

_____________________________________________________________________________________________________________________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 November 30, 2009 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.

January 19, 2010

|                                              |        |
|----------------------------------------------|--------|
| /S/ BRUCE E. SCHREINER                       |   |
| Bruce E. Schreiner, President                |   |
| (principal financial and accounting officer) |   |

[A signed original of this written statement required by Section 906 has been provided to Pinpoint Recovery Solutions Corp. and will be retained by Pinpoint Recovery Solutions Corp and furnished to the Securities and Exchange Commission or its staff upon request.]

 

 

 

 

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