UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 20-F
                                AMENDMENT II

     REGISTRATION STATEMENT PURSUANT TO SECTION 12 (b) OR (g) OF THE SECURITIES
     EXCHANGE ACT OF 1934
----
                                      OR

     ANNUAL REPORT PURSUANT TO SECTION 13 OF 15 (d) OF THE SECURITIES EXCHANGE
 X   ACT OF 1934
----

                      For the fiscal year ending 2-28-01

                                      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 82-2978

                           Sense Technologies Inc.
                           -----------------------
            (Exact name of Registrant as specified in its charter)

                                  B.C. Canada
                                  -----------
               (Jurisdiction of incorporation or organization)

                          14441 DuPont Ct., Suite 103
                             Omaha, Nebraska 68144
                           ------------------------
                  (Address of principal executive offices)

Securities registered pursuant to section 12 (b) of the Act:    None
                                                                ----
Securities registered pursuant to section 12 (g) of the Act:

                                Common Stock-no par value
                                --------------------------
                                    (Title of Class)

Securities for which there is a reporting obligation pursuant to
Section 15 (d) of the Act:      None
                                ----

Indicate the number of outstanding shares of each of the issuer's classes of
capital common stock as of close of the period covered by annual report.

                                        11,859,502
                                        ----------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 12 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or 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 which financial statement item the registrant has elected
to follow:       				Item 17   X     Item 18
                          			   ---           ---

<PAGE>
                           Sense Technologies, Inc.
                           FORM 20-F ANNUAL REPORT
                              TABLE OF CONTENTS

                                    PART I                               PAGE
                                    ______                               ____

Item 1   Identity of Directors, Senior Management and Advisors............  3

Item 2   Offer statistics and Expected Timetable..........................  3

Item 3   Key Information..................................................  3

Item 4   Information on the Company.......................................  8

Item 5   Operating and Financial Review and Prospects..................... 24

Item 6   Directors, Senior Management and Employees....................... 27

Item 7   Major Shareholders and Related Party Transactions................ 30

Item 8   Financial Information............................................ 31

Item 9   The Offer and Listing............................................ 31

Item 10  Additional Information........................................... 32

Item 11  Quantitative and Qualitative Disclosures About Market Risk....... 35

Item 12  Description of Securities Other than Equity Securities........... 35


                                    PART II
                                    _______


Item 13  Defaults, Dividend Arrearages and delinquencies.................. 35

Item 14  Defaults upon Senior Securities.................................. 35

Item 15  [Reserved]....................................................... 35

Item 16  [Reserved]....................................................... 35

                                   PART III
                                   ________

Item 17  Financial Statements............................................. 35

Item 18  Financial Statements............................................. 35

Item 19  Exhibit.......................................................... 35

                                       2
<PAGE>

                                    PART I
                                    ______


ITEM 1.  Identity of Directors, senior Management and Advisors

		N/A

ITEM 2.  Offer statistics and Expected Timetable

		N/A

ITEM 3.  Key Information

Selected Financial Data
_______________________


The summary of financial information set forth below is derived from more
detailed financial statements and notes thereto appearing elsewhere in this Form
20-F.  The Company maintains its books and records in Canadian Dollars, and has
prepared its financial statements contained in this Form 20-F in accordance with
generally accepted auditing standards in Canada.  See "Report of Independent
Auditors' and Financial Statements."  All information should be read in
conjunction with the financial statements of the Company and the notes contained
elsewhere in this Form 20-F:

Certain US GAAP figures for the years, February 28, 1999, February 29, 2000, and
February 28, 2001, have been extracted from Note 16 of the financial statements.

<TABLE>
<CAPTION>

                                                    Fiscal Year Ended

                        February 28    February 29     February 28   February 28      February 28
                            2001           2000            1999          1998            1997
                            ____           ____            ____          ____            ____
<S>                     <C>            <C>            <C>            <C>            <C>
Revenue                 $    66,633    $   473,835    $   575,880    $         -    $          -
Gross profit (loss)     $  (381,647)   $  (587,651)   $  (496,789)   $         -    $   (159,724)
Net loss                $(2,343,105)   $(1,566,554)   $(1,418,657)   $  (671,128)   $   (159,724)
Net loss (US GAAP)      $(2,112,536)   $(1,335,985)   $(1,616,370)   $(2,865,845)   $   (362,634)
Net loss per share      $      (.21)   $     (0.18)   $      (.19)   $      (.17)   $       (.06)
Net loss per share
  (US GAAP)             $     (0.37)   $     (0.26)   $      (.38)   $     (1.14)   $      (0.18)

Balance Sheet Data:

Current assets          $ 2,650,098    $ 3,089,210    $ 1,973,168    $ 1,402,799    $      3,676
Total assets            $ 4,787,165    $ 4,540,220    $ 3,518,421    $ 2,820,208    $    381,618
Total assets
  (US GAAP)             $ 3,295,952    $ 2,906,526    $ 1,620,111    $ 1,168,809    $      3,676
Current liabilities     $ 1,211,209    $   288,349    $   295,284    $ 1,834,370    $    701,135
Total liabilities       $ 2,738,139    $   288,349    $   295,284    $ 1,834,370    $    701,135
Shareholder's equity    $ 2,049,026    $ 4,251,871    $ 3,223,137    $   985,838    $   (319,517)
Shareholders Equity
  (US GAAP)             $(1,196,222)   $   864,052    $  (429,298)   $(2,419,686)   $   (697,459)

</TABLE>

*  All figures in this chart are listed as Canadian Dollars.

See "Financial Statements"

                                       3
<PAGE>

There were 11,859,502 shares issued and outstanding as of February 28, 2001, of
which 5,970,190 shares are Performance Shares that will be released from escrow
based on the performance of the Company.

For the periods covered in the above table, the Company incurred net losses of
$6,159,168(CDN). These net losses are attributed to general and administrative
expenses. Research and development costs for the year ended February 28, 1997
was deferred until commercial production of the Guardian Alert(tm) Backup System
began, from which time the costs have been amortized on a straight line basis
over five years or until the project is abandoned or sold or the License
Agreement is in default at which time they will be written off. The Company
invoiced its distributor amounts totaling $66,633(CDN) for product shipped in
the year ended February 28, 2001.  General and administrative expenses were
proportionately higher in the fiscal years ended February 28, 2001, February 29,
2000 and February 28, 1999 as compared to previous years due to, consulting
fees, management fees, interest, legal and accounting expenses, and increased
activity in travel to Washington, D.C. to meet with Members of Congress and the
Department of Transportation ("DOT") to promulgate safety legislation,
advertising, marketing and product sales activity.

During the periods set forth in the above table, cash was generated and the
Company's activities were chiefly financed through equity financing (private
placements) and debt financing by virtue of Convertible Promissory Notes, which
were subject to regulatory acceptance.  As of February 28, 2001, the Company
owed $2,304,150(CDN) in respect to these Convertible Promissory Notes.

The Company had working capital of $1,438,883(CDN) as of February 28, 2001,
$2,800,861 as of February 29, 2000 and $1,677,884(CDN) as of February 28, 1999.
The ability of the Company to continue as a going concern is dependent upon the
ability of the Company to generate profitable operations in the future and
obtain the necessary financing to meet its obligations and repay its liabilities
arising from the normal business operations when they come due.

The Company is not in arrears on payment of interest, or principal payment on
borrowings it has made, and it has not declared any dividends.  The Company is
not in default in any debt covenants at present or during the most recent fiscal
year.

Exchange Rate Data
__________________


The Company maintains its books of account in Canadian dollars.  The audit was
conducted in accordance with generally accepted auditing standards in Canada.
All references to the dollar are set forth by designation as either "US" or
"CDN" currency.

The following table sets forth, for the periods indicated, certain exchange
rates based on the non-buying rate in New York City for cable transfers in
Canadian dollars.  Such rates are the number of United States dollars per one
(1) Canadian dollar and are the inverse of rates quoted by the Federal Reserve
Bank of New York for Canadian dollars per $1.00(US).  The average exchange rate
is based on the average of the exchange rates on the last day of each month
during such periods.  On February 28, 2001, the exchange rate was $1.00(US) per
$1.53(CDN).

                                       4
<PAGE>

                           February 28,    February 29,    February 28,
Fiscal Year Ended              1999           2000             2001

Rate at end of Period         0.6624         0.6889          0.6544
Low                           0.6462         0.6535          0.6487
High                          0.6746         0.6962          0.6924

Risk Factors

1.  Limited Operating History and Limited Revenues.  Sense was incorporated on
May 25, 1988 and its initial activities were limited to the exploration and
development of mineral resource properties.  Since the date of Sense's Reverse
Take Over ("RTO"), Sense has begun the manufacture and the sale of its Guardian
Alert Backup System.  There is no assurance Sense's business will continue to be
successful or result in revenues or profit to Sense.  Current management has
limited experience in the manufacturing or marketing of the back-up alert
device.  (See "Competition" and "Management".)

Sense's operations are subject to all of the risks inherent in the establishment
of a business that is in the early stages of a business enterprise.  The
likelihood of success for Sense must be considered in light of the problems,
expenses, complications and delays frequently encountered in connection with the
continued development of its business and the competitive environment in which
Sense operates.  There can be no assurance that Sense will be able to operate
profitably in the future. Its marketing and financial objectives must therefore
be considered very speculative.  (See "Financial Statements".)

2.  Need for Additional Financing.  While Sense expects that the proceeds from
its Cumulative Convertible Promissory Note offering will provide funding for a
twelve-month period, Sense may require additional working capital or other funds
at a later date for expansion of its operations.  There is no assurance that
Sense will be successful in obtaining additional financing or that such
financing will be available upon acceptable terms to Sense.

3.  Rapid Technological Change.  It is known that there is ongoing research and
development in the area of back-up driver's aid/obstacle detection technology by
many automobile industry participants.  The likelihood of technological
developments in the future which could impact on Sense's competitive position is
considered high.  Such advancements could impact Sense's competitive position in
the marketplace and affect future revenues.

4.  Lack of Market Study.  Sense has not requisitioned a formal nation wide
marketing study by an independent marketing organization for its own purposes.
Therefore, there can be no assurance that there is sufficient demand to support
a national distribution of its current and proposed back-up driver's
aid/obstacle detection system products by Sense.

5.  Manufacturing Capability.  Sense may need to identify additional
manufacturers after a certain period of time when the capacity under the current
manufacturing agreements has been exceeded.

6.  Competition.  Sense/DAG has a patent in several countries around the world,
Sense has a unique back-up driver's aid/obstacle detection system for the
automotive and truck industry, and Sense has the rights to commercialize such a
system; however, there is no assurance that other

                                       5
<PAGE>


companies will not develop similar systems.  In addition, Sense is in
competition with other companies having other types of back-up driver's aid/
obstacle detection Systems.  Some of these competitors are established and have
financial and personnel resources substantially greater than Sense.  No
assurance can be given that Sense will be able to effectively compete with other
such companies.  (See "BUSINESS" and "Trends - Competition".)

7.  Failure to Develop Acceptance.  There is no assurance that the back-up
driver's aid/obstacle detection system for the automotive and truck industry
will develop customer acceptance quickly enough to meet sales expectations and,
as a result, cash reserves will be reduced.

8.  Uncertainties with Regard to the Product.  Even if Sense has a first
generation product, there is no assurance the product will be commercially
produced and marketed on a timely basis or that Sense will be able to market
such a product at the proposed price and to the intended purchasers.

9.  Product Liability.  Marketing the Sense/DAG device as a back-up driver's
aid/obstacle detection system to the automotive aftermarket, will present
certain risks in the area of product liability.  The failure of the system to
operate as specified could result in property or personal injury claims against
Sense.  Sense currently has insurance coverage up to $5,000,000; however, Sense
proposes to obtain additional insurance upon the commencement of mass
production.

10. Patent Infringement  Past history has shown that the large automobile
manufacturers and manufacturers of parts for the automotive aftermarket, as well
as manufacturers in many other industries, have in some cases disregarded
patents in developing their own products and introducing them to the
marketplace, relying on the inability of the patent holder to successfully
defend infringements of its patents.  The defense of patent infringement cases
may take years and require substantial financial resources.  There are similar
competitive product technologies to the Sense/DAG device under development,
which appear to potentially infringe upon the Sense/DAG patent.  Sense may be
placed in a position to have to defend its patents or initiate affirmative
patent litigation.  Sense recognizes this risk and has specifically planned for
litigation in that it has established a patent defense fund.  However, this fund
is at the beginning stage of being funded, and the time and costs associated
with the defense of the Sense/DAG patents could put considerable strain on the
financial resources and cash flow of Sense.

11. Reliance Upon Officers.  The ability of Sense to operate successfully
depends to a substantial degree upon its management team and consultants.  The
assembly of a strong management team is critical to the success of this
business.

12. Conflicts of Interest - General.  Sense's Directors and Officers, are or may
become, in their individual capacities, officers, directors, controlling
shareholders and/or partners of other entities engaged in a variety of
businesses.  Thus, potential conflicts of interest exist, including, among other
things, time, effort, and corporate opportunity, involved in participation with
other business entities.  Each of Sense's Officers and Directors is engaged in
business activities outside Sense.  (See "Management - Directors and Officers".)

13. Legislative Requirement.  A key risk in the OEM market is the time frame for
introduction of Guardian Alert systems to the public.  Legislation exists only
in the State of Washington, but there is still a need to have legislation in
place mandating the use of back-up

                                       6
<PAGE>

drivers aid/obstacle detection device, and there are numerous new safety
innovations which must be prioritized for development and introduction.  The
aggregate cost and resource commitments for implementation of all of the
proposed new safety features could become onerous in that only a select few key
products will make it to the market place over the next several years.  In the
absence of a legislative mandate, the implementation program for the range of
safety features under development may ultimately come to consumer demand as
indicated by the OEM's market research.

14. Conflict of Interest by Bruce Schreiner.  Mr. Bruce Schreiner is a
shareholder and Director of Sense.  Mr. Schreiner is also a patent interest
holder and is a member of DAG.  In addition, Mr. Schreiner has been assigned
voting authority by various members of DAG.  While there may be an appearance of
a potential conflict of interest, Mr. Schreiner has made full disclosure of his
duties to Sense and DAG.

15. License Agreement with DAG.  The License Agreement with DAG has numerous
provisions that Sense must comply with (See "Description and General
Development" and "Considerations for the License Agreement").  In the event that
Sense is not able to comply with the terms and conditions of the Agreement,
Sense may need to alter or abandon its stated business purpose.

16. Ramifications to Sense's claim on the Technology if monies are not paid into
the Patent Defense Fund.  The Assignment Agreement and its amendments do not
specifically address the ramifications to Sense's claim on the technology if
monies are not paid into the Patent Defense Fund.  Sense believes that failure
on its part to make said payments will constitute a breach of contract, for
which the assignor (DAG) will have the remedies available to it under the
contract (enforcement of the termination and default clause in the Assignment
Agreement) or by law (e.g., specific performance, damages etc.)  However, the
DAG has agreed to waive the payments for the last three (3) years.

17. Failure to make Royalty Payments or Manufacture the Minimum Number of Units.
The obligations of Sense if it fails to make royalty payments or manufacture the
minimum number of units could result in the Licensee losing the exclusivity to
the License it holds.

18. Loss of Investment.  If Sense is not able to obtain additional debt or
equity financing, or generate sufficient revenue from license fees and sales
prior to the maturity of the Notes, Sense may default on the Notes.  The ability
of Sense to pay the interest on and principal on the Notes will be solely
dependent on the ability of Sense to generate liquidity and to make any other
payments with respect to securities issued by Sense in the future which are pari
passu or have a preference over the Notes, as applicable, with respect to the
payment of principal or interest.

19. Subordination of Interest Payments.  The interest due upon the maturity of
the Notes will be a general unsecured obligation of Sense and will rank
subordinate in right of payment to all future superior indebtedness, if any, and
pari-passu with all other general unsecured obligations of Sense.  Superior
indebtedness may be incurred at any time in the future, the appropriateness of
which will be determined at the sole discretion of the Board of Directors,
without the right of approval of the holders of Notes.  In addition, Sense may
grant security interests in assets acquired by Sense.  In the event of
bankruptcy, insolvency, or liquidation of Sense, it is unlikely that there will
be sufficient assets remaining to pay interest due on the Notes.

                                       7
<PAGE>

20. Limited Transferability of the Convertible Promissory Notes.  The Notes have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), and the Notes may not be transferred without registration
under the Securities Act or pursuant to an exemption therefrom. In addition,
these Notes are being offered pursuant to certain prospectus exemptions
contained in the Securities Act (British Columbia) (the "Act") and the
Securities Rules (British Columbia) (the "Rules").  To qualify to purchase any
of the Notes a purchaser must meet the criteria set out in one of the various
prospectus exemptions.

21. State Laws (United States).  Various state laws relating to the sale of
securities may also require compliance before any transfer of the Notes is
effected.  The Notes will bear a legend describing limitations on
transferability.  Investors are required, under the terms of the Subscription
Documents, enclosed herewith, to supply to Sense an opinion of counsel
satisfactory to Sense stating that a proposed transfer of the Notes will not
violate applicable federal and state securities laws or require registration
under any such laws.

22. No Public Market for the Notes.  Sense does not expect or intend for a
public market for the Notes to develop.  Accordingly, there can be no assurance
that a purchaser will be able to sell the Notes when desired, or at prices equal
to or greater than the price paid by the purchaser for the Notes.  Investors
must consider that the Notes may be illiquid indefinitely.

ITEM 4.  Information on the Company

                                        General
                                        _______

Name and Incorporation
______________________


The Company's corporate name is Sense Technologies Inc.  The address of the
primary office of the Company is 305 - 595 Howe Street, Vancouver, B.C. V6C 2T5.
The registered and records office and address for service in Canada is 1750-750
West Pender Street, Vancouver, B.C. V6C 2T8.

History and Development of Sense
________________________________


Sense Technologies Inc. ("Sense" or the "Company"), formerly Wizard Resources
Ltd., was incorporated as a British Columbia corporation on May 25, 1988.  Sense
changed its name from Wizard Resources Ltd. to Graham Gold Mining Corporation on
October 11, 1988.  Subsequently, Graham Gold Mining Corporation changed its name
to Sense Technologies Inc. upon the acceptance of the Reverse Take Over ("RTO")
by the VSE (now know as the "CDNX") on October 24, 1997, the date Sense's Filing
Statement was approved.

Sense, from May of 1988 and through 1992, had been involved in the exploration
and development of mining properties.  Sense abandoned all of its resource
projects during the fiscal year ended February 1992.  On April 30, 1992, Sense
acquired certain rights, title and interests by virtue of a License Agreement,
dated January 16, 1992, allowing it to manufacture, market and distribute a
microwave radar device for the safe backup of vehicles.  On May 4, 1992, Sense's
common stock was halted from trading but remained listed on the VSE.  The halt
in trading was requested by Sense pending the VSE acceptance of the filing and
acceptance of the Stinson and Associates ("S&A") and the Driver Alert Group (the
"DAG") transaction.  Sense requested the halt in trading of its common stock
because the VSE Rules require that a Company

                                       8
<PAGE>

involved in a RTO stop trading until such time as the proposed transaction is
completed or abandoned.  On January 10, 1994, the trading of Sense's common
stock was suspended.  The VSE, as a matter of policy, will suspend a Company
when a proposed RTO takes an inordinate period of time to complete.  Sense's
proposed RTO was approved on October 24, 1997 and its common stock was relisted
to trade by the VSE on October 27, 1997.  Concurrently, Sense trades its common
stock on the United States NASDAQ SmallCap Market under the symbol "SNSG".

Sense proposes to make an application to be delisted from the Canadian Venture
Exchange (CDNX) and anticipates that it will receive the approval to delist in
the very near future.  Once approved, Sense would no longer trade on the CDNX,
but will continue to trade on the NASDAQ SmallCap Market.

Product and Technology
______________________


The Guardian Alert(TM) Backup System that was acquired through the License
Agreement is a back-up obstacle detection/collision warning system.  This system
is capable of warning a driver in the event that there is an obstacle in a
predefined zone directly behind a rearwardly moving vehicle that could present
an accident threatening circumstance.   Drivers of motor vehicles have always
had a certain degree of difficulty backing up due to their inability to see all
obstacles while operating their vehicles in reverse.

The Guardian Alert(TM) Backup System is comprised of a transceiver, an antenna,
an intermediate frequency amplifier, and an audio-visual alarm.  The components
are mounted in an environmentally sealed, high impact, plastic housing.  The
unit is adapted for mounting at the rearward end of the vehicle in order to
direct its wave output rearwardly.  The internal working components of the
Guardian Alert(TM) Backup System are smaller than a pack of cigarettes.  The
Guardian Alert(TM) backup device does not materially alter the exterior design
of the vehicle.  The circuit of the device is adapted for electrical connection
to the back-up light circuit of a vehicle for activation only when the vehicle
transmission is engaged in reverse gear.

The Guardian Alert(TM) Backup System employs microwave radar technology that
applies the Doppler Shift Principle to detect the presence of a moving target
within a certain predefined range.  Continuous wave signals are projected by the
transceiver rearwardly and return wave signals reflected from any object within
the transceiver range behind the vehicle are supplied back to the transceiver
through an antenna connection.  An object that moves closer to the unit, due
either to the movement of the object itself or the rearward motion of the
vehicle, sends back a signal that is shifted slightly in frequency.  The
resultant Doppler Shift signal triggers the system and its amplification drives
the visual and audio alarm.  A visual and audio display provides an indication
as to the relative distance from the detected object, and most likely would be
located inside the vehicle.  The effective range of the system is adjustable to
accommodate the needs of different-sized vehicles for blind area coverage.

The Guardian Alert(TM) Backup System immediately sounds an alarm when any moving
or stationary object is detected within the transceiver range behind a
rearwardly moving vehicle on which it is installed.  Even when the vehicle is
stationary, but with back-up lights activated, the device will signal the
presence of any moving object within the transceiver range.  Because the system
operates by microwave radar, it is unaffected by noise, light, or weather
conditions such as snow, ice, rain, heat, fog or cold.

                                       9
<PAGE>

Business Objectives
___________________


It is Sense's principal objective to commercialize the Guardian Alert(TM) Backup
System technology and maximize the value of the license rights or patents to the
technology by successfully penetrating the domestic and foreign markets covered
by its License as follows:

  *  to establish a high volume manufacturing capability for the Guardian
     Alert(TM) Backup System at a viable unit cost.  Sense currently has
     contracted manufacturing facilities located in Lowell, MA and
     Hertfordshire, England that have a combined capability of producing 30,000
     units per month. The manufacturing capabilities of both facilities will be
     adequate for the next several years.  Additional production needs will be
     predicated upon the marketing efforts of Sense.  Sense has established what
     it believes to be an aggressive marketing strategy, but does not have a
     definitive production timetable for the manufactures with respect to a
     clear production number.  However, Sense will continue to explore other
     competitive facilities in the U.S. and other parts of the world, as the
     need arises;

  *  to gain support from governmental agencies and the insurance industry for
     the adoption of the Guardian Alert(TM) Backup System device to enhance
     motor vehicle safety.  Through this date, the State of Washington is the
     only State to require a collision warning backup device or rear mounted
     cross-view mirrors to alert the driver that a person or object is behind a
     commercial vehicle pursuant to a new State Law, Senate Bill, 5727.  On June
     11, 1998, Sense's Guardian Alert(TM) Backup System was accepted by the
     Washington State Patrol, who has the responsibility of implementing the
     Law.  Sense's Guardian Alert(TM) Backup System is one of a small number
     of non-mirror devices or electronic systems that have been accepted by the
     State's Highway Patrol;

  *  to demonstrate the Guardian Alert(TM) Backup System to Members of the
     United States Congress, the Department of Transportation (DOT) and State
     governments for the purpose of promulgating national legislation which
     would assist in avoidance of fatal accidents and prevent personal and
     property damage in the millions of dollars.  DOT reported that there are
     approximately 400 deaths in the United States caused by back up accidents.

  *  to establish distribution networks for the product through both OEMs and
     aftermarket channels; and

  *  to remain abreast of the competition and optimize the market potential of
     the product technology through the diligent defense of any infringements
     of the Sense/DAG patents.


Development Costs
_________________


Development costs of Sense were deferred until commercial production of the
Guardian Alert(TM) Device commenced, at which time the costs are amortized on a
straight-line basis over five years or until the project is abandoned or sold or
the License Agreement is in default; at that time the costs will be written off.
Deferred development costs related to the development of the Guardian

                                       10
<PAGE>


Alert(TM) Device for the year ended February 28, 1996 were $174,908(CDN).  An
additional $203,034(CDN), $440,592(CDN), and $334,312(CDN) in such costs were
deferred in the fiscal periods ended February 28, 1997, February 28, 1998, and
February 28, 1999 respectively.  As of year-end February 28, 2001, deferred
development costs totaled $555,109(CDN) after total amortization of deferred
developmental costs of 597,737(CDN).  As of February 28, 2001, Sense has not
incurred any further development costs.

Sense is unable to verify the development expenditures of the original inventor,
however, to the best of Sense's knowledge, it is believed that the original
inventor expended approximately $1,428,571(CDN) towards the development of the
Guardian Alert(TM) Backup System.

The DAG expended approximately $925,060(CDN) towards further development of the
Guardian Alert(TM) Backup System, thus bringing the total development costs of
Sense's product to $3,642,275(CDN).

Further modifications to the product design may be required to meet the physical
and technical specifications of certain OEMs or large customers in the
aftermarket.  All final product development work will be contracted with
experienced manufacturers.


Royalties to Maple Consulting
_____________________________


Sense entered into a Development and Consulting Agreement with Maple Consulting,
of Derry, New Hampshire, on May 2, 1997.   Maple Consulting is an engineering
Company that will continue the development and adaptation of the Guardian
Alert(TM) Backup System technology.  The Agreement started on the date of the
completion of the RTO of Sense that took place on October 24, 1997.  Maple
Consulting receives a fee of $ 8,000(US) per month for consulting services.
Maple Consulting will also receive a royalty of $0.50(US) per unit for each
Guardian Alert(TM) Backup System sold up to a maximum of 200,000 units for the
units designed under the Agreement.


Marketing and Distribution Agreement
____________________________________


On March 17, 1998, Sense (or "Sense") entered into a License Agreement with S&S
Distributing of Elkhorn, Nebraska ("S&S") and the DAG whereby Sense, as
Licensor, grants to S&S, as Licensee, in perpetuity the following sub-licenses
pursuant to its rights under the DAG license:

  (a)  an exclusive, revocable, non-transferable sub-license limited to the
       field of Conversion Vehicles and limited further to Personal Qualified
       Motor Vehicles, to make, use, sell, market and distribute the Product and
       Microwave Sensing Devices in the Territory,  with the right to further
       sub-license its rights, such sub-licensing to be subject to the prior
       written consent of Sense;

  (b)  a  non-exclusive,  revocable, non-transferable sub-license limited to the
       field of Conversion Vehicles and limited further to Commercial Qualified
       Motor Vehicles, to make, use, sell, market and distribute the Product and
       Microwave Sensing Devices in the Territory with the right to further
       sub-license its rights, such sublicensing to be subject to the prior
       consent of Sense; and

                                      11
<PAGE>


  (c)  a  non-exclusive,  revocable,  non-transferable sub-license limited to
       the field of aftermarket vehicles including Personal Qualified Motor
       Vehicles and Commercial Qualified Motor Vehicles to make, use, sell,
       market and distribute the Product and Microwave Sensing Devices in the
       Territory, with the right to further sub-license its rights,  such sub-
       licensing to be subject to the prior written consent of Sense.

Sense may, at its sole discretion, and upon written application by Licensee,
grant to Licensee exclusive, revocable, non-transferable sub-licenses with
respect to specific market niches and/or customers (e.g. "quick lube retail
establishments").


Operations-Manufacturing Capability
___________________________________


Maple Consulting has supervised the reconfiguration, miniaturization and
redesign of the Guardian Alert(TM) Backup System for high-volume mass
production.  Sense has completed procedures and fixtures for testing completed
units during production runs.

Sense does not plan to become directly involved in the manufacturing of the
Guardian Alert(TM) Backup System.  At the present time, Sense has secured
manufacturing relationships with two (2) manufacturing companies with the
objective of securing high-volume, low-cost production capabilities.  Sense will
initially source parts for the Guardian Alert(TM) Backup System and
manufacturing services from the following manufacturing outlets:  MCF Electronic
Services Inc., of Lowell, MA ("MCF"); Microwave Solutions Limited, of
Hertfordshire, England, is being utilized for the manufacture and population of
the circuit boards and for the production of the DRO Oscillator Unit (a crucial
component of the Guardian Alert(TM) Backup System); and S&S is currently
assembling and packaging the unit.  There are a number of other OEM-certified or
highly reputable prospective manufacturing partners which Sense has available to
manufacture the Guardian Alert(TM) Backup System.


Marketing Program
_________________


Sense's marketing program objectives will continue to target the motor vehicle
aftermarket and the OEM markets.  Several months are anticipated to negotiate
OEM agreements and product development to accommodate specific OEM
specifications.

Sense will continue to focus on the North American Commercial Fleet aftermarket.
Plans affecting the geographic target markets may change, and depending upon the
distribution opportunities that become available, particularly in the
international markets, Sense proposes to pursue these opportunities as they
become available.

Currently, Sense is implementing its marketing program objectives through S&S.
The methods for the marketing program will consist of:

  *  advertising, through the creation of (a) advertising literature; and (b)
     public relations programs;

  *  product promotions, including the creation of sell-through aids; and

  *  market development, which will involve the creation of sales plans, market
     research analysis, as well as other marketing activities relating to the
     Guardian Alert(TM) Backup System.

                                      12
<PAGE>

Sense further proposes to initially target the commercial, industrial,
recreational vehicle and van/light truck segments of the market because of the
lesser need of having installation capabilities in these segments, and the
existence of more marketing approaches towards these segments.  These include
plans to strategically align Sense's distribution efforts with a distributor
that distributes related type products into the auto aftermarket.  Sense is
planning a secondary approach in which it will seek out a major supplier/
manufacturer within the target segment and develop an exclusive program with the
supplier/manufacturer that will allow Sense to leverage the marketing
significance that those entities will bring into the relationship.

S&S through its network of relationships in the auto aftermarket, plans to
directly approach numerous organizations for strategic partnerships for the
distribution of the Guardian Alert(TM) Backup System to the various segments of
the auto aftermarket.

A general consumer advertising and promotional program designed with the
intention of developing consumer awareness of and demand for the product is also
planned.


Product Distribution Channels
_____________________________


Sense proposes to be involved in the staffing of a distribution and sales
organization exclusively for the Guardian Alert(TM) Backup System. Sense has
contracted with S&S, for national advertising, customer service, and
distribution of the Guardian Alert(TM) Backup System.


License Agreement
_________________


On January 16, 1992, S&A and DAG entered into a License Agreement whereby S&A
acquired from the DAG certain manufacturing and marketing rights related to a
patented back-up driver's alert system.  S&A assigned to Sense all of its rights
to the License Agreement on April 30, 1992.  The License Agreement was
subsequently amended on May 27, 1992, July 14, 1992, April 5, 1993, August 13,
1993, March 10, 1997, and May 29, 1997.

The amendments represented changes to the consideration as a result of changing
regulatory policies of the CDNX and requests made by the sponsoring brokerage
firm.  As a consequence, the number of escrow shares increased and the
calculation of the earnout price changed, the number of units to be sold
decreased, the funding requirement was dropped, and the licensing fee was paid
by a Convertible Promissory Note.

Pursuant to the License Agreement and subsequent assignment, Sense acquired
certain manufacturing and marketing rights related to the Guardian Alert(TM)
Backup System as follows:

  *  the exclusive worldwide right to manufacture the product;

  *  the exclusive worldwide right to market and distribute the product for
     installation in the aftermarket for passenger automobiles, trucks, buses
     and any other uses covered by current or subsequent related patents granted
     the Licensors;

Certain rights to the product have been specifically excluded from the License
Agreement as follows:

                                      13
<PAGE>

  *  the right to market the product to all federal, state, local and foreign
     government fleet vehicles will be retained by the DAG;

  *  the right to market the product to any other market not expressly defined
     in the License Agreement, including but not limited to construction, mining
     equipment and school buses; and

  *  the right to manufacture the product for any OEMs contracted by the
     Licensors which are granted the right to manufacture for their own use.

The DAG has the right to purchase product from Sense for sale to any of the
above defined excluded markets on the basis of cost plus ten percent (10%), FOB
any manufacturing facility controlled by Sense.  Cost is defined in the License
Agreement as all costs of production, all operating costs, all royalty costs,
and all general administrative costs divided by the number of units
manufactured, so that Sense will essentially realize a net operating profit of
ten (10%) from all sales to the DAG.  The DAG will only be entitled to purchase
units up to fifty percent (50%) of Sense's manufacturing capacity in order to
meet the Licensors' needs.


Consideration for the License Agreement
_______________________________________


The Consideration for the License Agreement was as follows:

  *  the payment of $575,000(CDN) for a licensing fee;

  *  the payment to a Patent Defense Fund consisting of a minimum payment of
     $100,000(CDN) per year commencing 10 days after the date of acceptance by
     the CDNX of the License Agreement and on every anniversary of said
     acceptance for five (5) consecutive years and a further payment of
     $75,000(CDN) in the sixth year from the date of said acceptance; and

  *  the payment of $1.00(US) per unit sold $0.50(US) to be contributed by each
     Sense and the Licensors) until the total amount in the Patent Defense Fund
     reaches $1,000,000(US).

The Licensors agreed to accept a Convertible Promissory Note in lieu of payment
of the $575,000(CDN) license fee for a term of fourteen (14) months from the
listing date of Sense's shares on the CDNX , which took place on October 27,
1997.  The Convertible Promissory Note bears interest at a rate of 8.5%
annually.  In addition, Sense was given the option to settle any and all
indebtedness owed to the Licensors, payable by the issuance of Sense's common
stock, at a rate of the greater of at least $2.00(CDN) per share or the 10-day
average closing price prior to the date of election to issue Sense's shares.
Sense on December 23, 1998, exercised its option under the original License
Agreement to pay the outstanding license fee of $575,000(CDN) by the issuance
of Sense's common stock.  Consequently, on October 25, 1999, Sense issued 66,628
shares at a deemed value of $8.63(CDN) per share to retire this obligation.

  *  upon the completion of the RTO, a total of 2,500,000 performance escrow
     shares of Sense were subscribed for by the Licensors (the DAG) at
     $0.01(CDN) per share, and were distributed among the members of the DAG in
     proportion to each member's

                                      14
<PAGE>

     interest in the patent and in accordance with the Rules and Policies of the
     CDNX.  As of February 29, 2000, all of the 2,500,000 performance escrow
     shares were allocated to the DAG.

  *  royalty payments to the Licensors:

     a)  $6.50(US) per unit on the first one million units sold;

     b)  thereafter, the greater of $4.00(US) per unit sold or 6% of the
         wholesale selling price on units sold; and

     c)  50% of any fees paid to Sense in consideration for tooling, redesign,
         technical or aesthetic development or, should the Licensors receive a
         similar fee, the Licensors will pay 50% to Sense.

  *  should Sense obtain a royalty agreement with an OEM, other than GM, whereby
     the manufacturer produces the product for its own equipment, the royalty
     shall be shared, one-third to Sense and two-thirds to the Licensors;

  *  Sense must manufacture and sell a minimum number of units as follows:

       (i)   30,000 units by the end of the calendar year containing the second
             anniversary of the date of commencement of commercial production;

       (ii)  a cumulative total of 60,000 units by the end of the calendar year
             containing the third anniversary of the date of commencement of
             commercial production;

       (iii) a cumulative total of 110,000 units by the end of the calendar year
             containing the fourth anniversary of the date of commencement of
             commercial production;

       (iv)  a cumulative total of 210,000 units by the end of the calendar year
             containing the fifth anniversary of the date of commencement of
             commercial production; and

       (v)   an additional 125,000 units by the end of each calendar year
             thereafter.

       (vi)  in the event these minimums are not realized as set forth in the
             Agreement, Sense's obligation may be satisfied by the payment of
             royalties equal to the minimum number of units.

Commencement of Commercial Production took place on October 1, 1999.


Acquisition of Marketing Rights not Granted in the Original License Agreement
_____________________________________________________________________________


Sense in an effort to broaden the scope of its markets, offered to acquire the
balance of the marketing rights not granted in the original License Agreement
dated April 30, 1992, between Sense and the holders of the patents for the
"Guardian Alert(TM)" microwave radar back-up device.  On February 25, 1999,
these patent holders accepted Sense's offer to acquire those marketing rights.

                                      15
<PAGE>

The new Agreement includes the right to market the product to all federal,
state, local and foreign government vehicles, including postal vehicles, the
rights to enter into manufacturing and marketing agreements with all OEM's
worldwide, and the rights to any other markets not expressly granted to Sense
in the original License Agreement including, but not limited to, school buses,
construction equipment and mining equipment (the "Residual Licensing Rights").

At an extraordinary general meeting of its shareholders held on April 16, 1999,
the Shareholders approved that the expiration date of January 27, 1999, of the
non-transferable share purchase warrants previously issued by Sense be extended
to October 27, 1999.  Warrant holders  exercised 663,229 warrants at $2.00(US)
per share for a total of $1,949,893(CDN) and 73,900 warrants at $4.28(US) per
share for a total of $464,949(CDN).  There are currently no share purchase
warrants outstanding.


Consideration for the S & S Sub-License Agreement
_________________________________________________


As consideration for the grant of the Licenses, the Licensee hereby agrees to
purchase from the Licensor the following minimum aggregate numbers of the
Product and/or Microwave Sensing Device:

  (a)  On or before the first anniversary date of this Agreement, a total of
       30,000 units of the Product and/or the Microwave Sensing Device;

  (b)  On or before the second anniversary date of this Agreement, a total of
       60,000 units of the Product and/or the Microwave Sensing Device;

  (c)  On or before the third anniversary date of this Agreement, a total of
       110,000 units of the Product and/or the Microwave Sensing Device;

  (d)  On or before the fourth anniversary date of this Agreement, a total of
       210,000 units of the Product and/or the Microwave Sensing Device;

  (e)  On or before the fifth anniversary date of this Agreement, a total of
       335,000 units of the Product and/or the Microwave Sensing Device; and

  (f)  On or before each subsequent anniversary date of this Agreement an
       additional total of 155,000 units of the Product and/or the Microwave
       Sensing Device per year.

As further consideration for the grant of the Licenses, the Licensee grants to
Sense a non-exclusive right to manufacture and/or use the License Plate Mold in
conjunction with the Product for all uses not exclusively sub-licensed to the
Licensee in the Agreement.  The parties agree to negotiate in good faith the
terms of supply and purchase for the License Plate Mold.  The Licensee grants to
Sense a right of first refusal to purchase and use for its own purposes any
further moulds that it develops for the purpose of selling the product into its
markets.

Sense acknowledges and agrees that any and all molds, designs, written material,
instructions, web pages, video, CD ROM's, custom application kits, wiring
harnesses developed and created by the Licensee with respect to the Microwave
Sensing Devices (the "Development Work") are

                                      16
<PAGE>

the sole property of the Licensee.  As further consideration for the Licensees,
the Licensee agrees to expend a minimum $125,000(US) for the Development Work
set out in this paragraph on or before twelve (12) months from the date of this
Agreement.  Such amount is to be expended directly by the Licensee or indirectly
through its agents and/or customers.

As additional consideration for the Licenses, the Licensee covenants and agrees
to conduct, at its sole expense, advertising programs for the Microwave Sensing
Device using the trade name on a national basis in the United States, the
advertisements are to enhance the visibility and identification of the
Licensor's trade name by the public.  The advertising program (including but not
limited to print media, point of sale material, brochures, targeted bulk
mailings, and new product releases) commenced on October 1, 1998.  The Licensee
will, directly or indirectly, allocate a minimum of $875,000(US) for such
program on or before twelve (12) months from the date of the Agreement at gross
card/rack rate.  After the completion of the initial twelve (12) month period,
the Licensee agrees to expend a minimum of $875,000(US) for each twelve (12)
month period thereafter for the term of this Agreement.  The Licensee will, at
its sole discretion, have the right to use any appropriate media for such
advertising.

As of the date of this PPM, these minimum requirements have not been met;
however, Sense is continuing a business relationship with S&S.


DaimlerChrysler Agreement
_________________________


Sense and DaimlerChrysler Corporation ("DaimlerChrysler") entered into a
Property Rights Agreement on April 26, 2001.  The term of the Agreement is for
a five (5) year period.

In consideration for the advantages gained by working with DaimlerChrysler,
Sense grants to DaimlerChrysler, a non-exclusive, world-wide, paid-up,
irrevocable and perpetual license to make, have made, use, offer to sell, sell
and import only in connection with DaimlerChrysler Companies' business,
articles, compositions, devices and/or methods which embody any Sense
Technologies Developed Program Technology.  In addition, Sense agrees to and
does assign, transfer and convey to DaimlerChrysler all of Sense's right, title
and interest in and to all of DaimlerChrysler Funded Technology, including all
intellectual property rights therein.

No license, express or implied, in the Proprietary Information or other
proprietary right is granted by the Agreement.  In no event should either party
make any attempt to reverse engineer any software or other technology provided
by the Agreement.  The parties further agree to make no attempt to analyze or
otherwise determine the chemical composition of any material or other substance
provided under the Agreement without the express written permission of the other
party and any supplier of the material or substance to that party.  Neither
party shall use any Proprietary Information in a manner inconsistent with the
Agreement.

DaimlerChrysler and Sense will undertake a program to develop other applications
of Sense's Doppler Microwave Sensing device (the "Program").  This Program is to
be performed in cooperation with selected suppliers and agents of Daimler
including Sense.

                                      17
<PAGE>

Market Acceptance
_________________


Sense has not requisitioned a formal nation wide marketing study by an
independent marketing organization for its own purposes.  Therefore, there can
be no assurance that there is sufficient demand to support a national
distribution of its current and proposed back up, driver's aid obstacle
detection/collision warning system products by Sense.


Competition
___________


There is an abundance of evidence throughout the industry literature that the
automotive industry is actively involved in the research and development of
back-up obstacle detection Systems.  The proliferation of similar products to
the Sense/DAG device on motor vehicle prototypes indicates that many OEMs may be
planning to introduce such systems as an option on their motor vehicles in the
coming years.  Sense anticipates competition and expects some businesses will
infringe upon the product patents.  Therefore, Sense has established a Patent
Defense Fund as previously set forth under "Establishment of a Patent Defense
Fund" in this PPM.

Sense is aware of competition in the backup warning field which use technologies
other than the Doppler sensing radar technology.  These various technologies
such as TV Cameras, ultrasonic, infrared and cross-view mirrors are available.
However, management believes that the microwave sensing radar technology is
superior to the other technologies employed by the competition due to sensing
restrictions such as, mud, snow, ice, heavy rain, fog, sleet, sunlight, darkness
or other weather conditions.

Hindsight 20/20, a product manufactured by Sonar Safety Systems, employs the
following primary features; ultrasonic detection, an audible and visual warning
system, multiple detection zones and solid state components.

Delphi Automotive Systems is in the development stage of a crash avoidance
system that integrates existing vehicle features with new technologies and an
understanding of a driver's need to cost effectively achieve reductions in the
occurrence of automobile accidents.

At the present time, Sense can identify seven major competitors which are; Echo
Vision, Hindsight 20/20, Bosch, Delphi, Valeo, Rostra and Groenveld which is
manufactured by Gintec LTD in Israel.

There are other devices that are operated by television, ultrasonic, laser,
mirrors and infrared; however, all may be distorted by sunlight glare, darkness,
dirt and mud, rain, snow, ice and sleet.  The Guardian Alert(TM) Backup System
is functional in all climatic conditions.  Sense believes that it is in the best
competitive position due to the nature of the functionality of its sensor, "real
radar."


Uniqueness/Competitive Advantage
________________________________


There are three key competitive technologies to microwave radar that are
utilized in the applications for back-up driver's aid systems - ultrasonic,
television cameras and infrared.  The infrared systems utilize sensors that
project infrared beams and detect reflected infrared light from objects in the
scanned zone behind the vehicle, which activates an audio or visual alarm.
Ultrasonic Systems work on the principle of emitting an ultrasonic sound burst
and detecting a reflected energy wave returned to the source by contact with an
object in the detection zone, again activating an alarm.

                                      18
<PAGE>

The infrared and ultra sonic technologies were independently tested and
evaluated along with a microwave radar system by the U.S. Bureau of Mines
(Bureau of Mines Circular/1986) in a study of back-up driver's aid systems for
mining vehicles.  Infrared Systems were found to be the least reliable for
detecting objects in the rear blind area.  Bright sunlight and reflections from
bright objects could trigger false alarms and their range depends upon the
reflectivity of the detected object.  Also, the narrow beam pattern necessitates
the use of arrays of sensors to scan the desired zone, increasing system cost
and complexity and decreasing reliability.  Furthermore, both of the competitive
technologies are to some degree affected by adverse weather conditions such as
rain, fog, snow, ice or wind.  The Bureau of Mines Study found that the
microwave radar system was not affected by weather conditions.


Proprietary Protection (Patents)
________________________________


The original four (4) U.S. Patent applications covering various versions of the
Driver Alert Device resulted in the following patents:

  1.  Serial No. 06/579,160 which matured into United States Patent No.
      4,803,488 on  February 7, 1989, which was Continued into Patent Number
      5,028,920 on July 2, 1991 and was Reissued into Patent Number Re. 34,773
      on November 1, 1994;

  2.  Serial No. 06/633,523 which matured into United States Patent Number
      5,250,945 on October 5, 1993;

  3.  Serial No. 06/646,838 which matured into United States Patent No.
      4,797.673 on January 10, 1989; and

  4.  Serial No. 06/667,082 which matured into United States Patent No.
      4,864,298 on September 5, 1989.

The Guardian Alert(tm) Backup System is patented in the following countries as
well:

  1.  Canada: Patent Application No. 461,828 resulted in Canadian Patent
      No.1-249-871 issued on February 7, 1989.

  2.  Australia: Patent Application No. 2197388 resulted in a patent issued on
      June 15, 1992.

  3.  South Africa: Patent Application No. 88/6627 resulted in a patent issued
      on June 29, 1989.

  4.  Taiwan: Patent Application No. 77106180 resulted in a patent issued on
      August 20, 1991.

  5.  United Kingdom: Patent Application No. 88 212 35.2 resulted in a patent
      issued on August 21, 1992.

  6.  Korea:  Patent Application No. 88-11544 resulted in a patent issued on
      August 16, 1997.

In addition, the application that was pending in Japan was approved in October
of 2000.

                                      19
<PAGE>

A continuation patent (No. 5,028,920) was approved in the United States on July,
1991, which expands upon the claims granted in United States patent
(No. 4,803,488) granted February 7, 1989, and will protect the DAG technology
through the year 2008.  DAG received a Notice of Allowance for a reissue of the
1989 patent (No. 4,803,488) on May 6, 1994, to incorporate disclosure of prior
art discovered during the process of filing the continuation patent.  It
formally reissued into Patent Number Re. 34,773 on November 1, 1994.


Establish Patent Defense Fund
_____________________________


Sense has established a Patent Defense Fund generated from the cash flow derived
from the sale of the Guardian Alert(tm) Backup System to defend against
infringements on the DAG patents.  The License Agreement between the DAG and
S&A, subsequently assigned by S&A to Sense, provides for the payment into the
Patent Defense Fund.  A minimum payment of $100,000(CDN) per year, for five (5)
consecutive years, and an additional $75,000(CDN) in the sixth year, commencing
ten (10) days after the acceptance by the CDNX of the License Agreement was to
be paid into the Patent Defense Fund.  (See "Consideration for the License
Agreement".)   As of March 23, 1999, Sense has deposited $1,906.50(US) into the
Defense Fund from the sale of 3,812 units.  The payment of $100,000(CDN) due
October 24, 1998, October 24, 1999 and October 24, 2000 were not remitted and
the licensor has agreed to waive payments for the aforementioned three years.
In addition, Sense and licensor have agreed to contribute equally into the
Patent Defense Fund at the rate of $1.00(US) per unit sold, ($0.50(US) per unit
sold contributed by both Sense and the Licensors) until the total in the fund
reaches the equivalent of $1,000,000(US).


Trends
______


There are clear trends across the automobile manufacturing industry towards
increased vehicle safety.  Government legislation, increasing pressure from
various auto safety groups and motor vehicle insurers and increased demand from
the consumer market place have all applied pressure on the automotive industry
to enhance vehicle safety.  This pressure has facilitated the bringing of a
multitude of new safety features to the market place.

The National Highway Traffic Safety Administration reported that 400 people die
in the United States annually from accidents involving vehicles backing up.
These fatalities, in conjunction with large property damage and personal injury
claims resulting from back-up accidents represent significant reasons for the
government and the insurance industry to take steps to facilitate the
introduction of rear obstacle detection systems on motor vehicles.

The market potential for motor vehicle rear obstacle detection systems such as
the Guardian Alert(TM) Backup System in the aftermarket and in OEM markets is
substantial.  As of 1998, the most current statistics available, there were more
than 663 million registered vehicles on the road worldwide.  The United States
had over 210 million registered vehicles while Canada had over 17 million
registered vehicles for a combined total of over 228 million, which represented
more than one-third of the world's registered vehicle population.  The size of
these markets and the forecast strength of the industry over the coming years
are positive factors in evaluating the market potential for the Guardian
Alert(TM) Backup System.


Legislative Agenda
__________________


Sense is in the process of developing and implementing a legislative agenda
focused upon gaining support from government officials and relevant legislative
bodies for the adoption of enhanced safety features for motor vehicles,
particularly for the Guardian Alert(TM) Backup

                                      20
<PAGE>

System.  In addition, Sense plans to work closely with the insurance industry to
attempt to gain its support from motor vehicle insurers by offering a premium
discount for the use of the Guardian Alert(TM) Backup System.

Over the past several years, Sense has worked with engineers from the Department
of Transportation (DOT), in the Department of Crash Test Avoidance in
Washington, D.C. to test the merits of the Guardian Alert(TM) Backup System.
Sense has successfully demonstrated to the DOT the merits of the device.

In March of 1998, Sense's Representatives offered testimony and provided
demonstrations to the State of Washington House and Senate Transportation
Committees as they considered legislation on cross-view mirrors that would
enhance the detection of objects in the rear of a vehicle as it backs up.
Sense's Representatives offered testimony and comments that dealt with the need
to expand the legislation to accommodate other devices apart from cross-view
mirrors.  Sense also assisted in the preparation of an amendment to Senate Bill
5727 in which such Bill passed in April of, 1998 with Sense's suggested
Amendment.  The State of Washington Highway Patrol was given the responsibility
by the State Legislature to implement and enforce the new legislation and was
also given the authority to approve any device other than cross-view mirrors.

On June 11, 1998, Representatives of Sense provided a demonstration to the
Washington State Highway Patrol of Sense's back-up device at which time Sense
received acceptance of its device as required by Senate Bill 5727.  Through the
date of this PPM, there have only been a small number of non-mirror, electronic
devices that have been approved by the State of Washington.

Sense continues to work vigorously with Members of the United States Congress
and the DOT to press for the promulgation of federal legislation that would
require certain commercial vehicles to be fitted with a back up safety device.


Obsolescence Factor
___________________


Sense is aware that there is on going research and development in the area of
back-up collision warning/obstacle detection technology by many automobile
industry participants.  The likelihood of technological developments in the
future impacting Sense's competitive position is considered high.


Future Developments
___________________


Sense anticipates that it will continue to enter into marketing relationships
with distributors which have the financial capacity and expertise to advertise
and adopt the Guardian Alert(TM) Backup System to certain niche markets as well
as the general market place.

Sense has developed a production and marketing schedule that is achievable if
financing is secured in a timely manner and the development program is commenced
immediately thereafter.  Delays in the schedule would not in itself threaten the
viability of the project, but may delay the opportunities available in the
market place.

                                      21
<PAGE>

Government Regulations-Federal Communications Commission
________________________________________________________


Because the product is an emitting device, the Federal Communications Commission
("FCC") granted equipment authorization on October 31, 1995.  The microwave
signals emitted by the device can potentially interfere with radar detectors and
other existing emitting systems.  All FCC tests have been completed and a FCC
certification in the name of Sense Technologies Inc. has been obtained.  There
are no other material regulatory approvals required for Sense to achieve its
stated business objectives.


Organizational Structure
________________________


The Board of Directors will continue, on an on going basis, to evaluate Sense's
business objectives.  Mr. Gerald McIlhargey conducts the day-to-day operations
of Sense and Mr. Bruce Schreiner provides financial expertise.  Neither Mr.
McIlhargey nor Mr. Schreiner have an Employment Agreement in effect with Sense.
As a consequence, Mr. McIlhargey and Mr. Schreiner receive no set annual
compensation; however, annual management fees are allocated pursuant to an
annual Director's Resolution.

Sense employees three full time personnel, a design engineer, a marketing and
sales representative and an administrative manager.  In addition, Sense enlists
the services of independent consultants for the engineering, manufacture,
marketing and distribution of its Guardian Alert(TM) Backup System.  As of
February 28, 1999, Sense has entered into consulting agreements with Maple
Consulting Group for engineering and production and S & S Distributing, LLC for
marketing and distribution.  Sense in the future may elect to hire full time
employees as necessary.


Performance Shares/Escrow Securities
____________________________________


The conditions governing the transfer, release and cancellation of the
Performance Shares are as follows:

The Company's anticipated financial performance required to release the
Performance Shares for trade is computed by multiplying the percentage of
Performance Shares in relation to the total outstanding shares, which total
outstanding is anticipated to be 6,991,211.  This is then divided into the
number of Performance Shares to obtain the percentage of Performance Shares
(i.e. 3,250,000 divided by 6,991,211 which equals 46.49% of the total
outstanding shares as Performance Shares).  An earn-out factor is then obtained
by squaring the Performance Shares percentage expressed as a decimal, and
multiplying the result by four (4) (i.e. 0.4649 multiplied by 0.4649 by 4 equals
0.86, which represents the earn-out factor).  The earn-out factor is then
multiplied by the last trade price of the Company's shares as listed on the VSE.
If such price was $0.95(CDN) per share (i.e. earn-out factor of 0.86 multiplied
by $0.95 equals $0.817, which is the amount of cash flow needed to release one
share of performance stock).  Cash flow is defined as net income or loss before
taxes, adjusted to add back the following expenses:  (a) depreciation,
(b) amortization of goodwill and deferred research and development costs,
excluding general and administrative costs, (c) expensed research and
development costs, excluding general and administrative costs, and (d) any other
amounts permitted or required by the Superintendent.  The Company will likely
apply for release on an annual basis, based upon the cumulative cash flow earned
at the time.

                                      22
<PAGE>

The consideration for the Residual Licensing Rights is 2,880,000 performance
escrow shares issued from the treasury of the Company.  It is proposed that
these performance shares will be earned out of escrow after the initial
performance shares issued in November 1997 are earned out.  Each of the new
performance escrow shares are to be earned out for every $5.00(US)/($7.65(CDN)
of cash flow pursuant to the Company's audited statements, therefore, before all
the shares are released, the Company must have cash flow of $24,664,500(CDN).
The Company has received the final acceptance needed from the Vancouver Stock
Exchange to complete this transaction.  In addition, the Company obtained
disinterested shareholder approval to the transaction at an extraordinary
general meeting of its shareholders held on April 6, 1999.

The Performance Shares can be voted, but cannot be traded.  The Performance
Shares were issued partly in consideration of its principals acting in the best
interest of the Company.  The Performance Shares Escrow Agreement provides that,
if the Company is successful as a consequence of the efforts of the Principals,
the Principals will be entitled to maintain their ownership of the escrowed
Performance Shares and will be further entitled to a release of the shares from
the terms of the Escrow Agreement in accordance with the general policies of the
Superintendent of Brokers, and the policies of the VSE.

The 6,991,211 shares of common stock outstanding is based on the completion of
all stock issuance's contemplated in the transactions approved by the VSE dated,
October 24, 1997.  As of February 2, 2001, the Company had 11,859,502 shares of
common stock issued and outstanding.


Foreign Listed Companies
________________________


The Company is not incorporated or continued under the laws of a jurisdiction
other than Canada or a province or territory of Canada.


Other Reporting Listed Companies
________________________________


None of the officers, directors or promoters of the Company are members of other
reporting listed companies.


Conflicts of Interest
_____________________


There are no existing or potential conflicts of interest of any of the
Directors, Officers or Promoters of the Company as a result of their outside
business interests.  However, Mr. Bruce Schreiner, a director of the Company,
is also a 5% patent interest holder in the DAG.


Indebtedness of Directors, Officers, Promoters and Other Management
___________________________________________________________________


None of the Directors, Officers, Promoters or members of Management were
indebted to the Company during the financial years ended, February 28, 1999,
February 29, 2000 or February 28, 2001.


Auditor
_______


The Company's auditors are Amisano Hanson Chartered Accountants of Suite 604,
750 West Pender Street, Vancouver, B.C.

                                      23
<PAGE>

Description of Property
_______________________


Currently, the Company leases and maintains it's corporate offices at Suite 305-
595 Howe Street, Vancouver, B.C., Canada.  The Company entered into a two (2)
year lease with Trafalgar Financial (1985) Ltd. at a monthly rate of $1,000.00
per month through April 1, 2001.

The Company also has an office in Mr. Bruce Schreiner's office, at Grand Island,
Nebraska.  The office is located at 2535 N. Carlton Ave., Suite B, Grand Island,
Nebraska 68803.  Mr. Schreiner is an officer and director of the Company and
provides the office, as needed, at no cost to the Company.

The Company recently entered in to a one-year (1) office lease for 1,100 square
feet of space at the rate of $1,450 per month, which is located in Mt. Kisco,
New York.

In addition, the Company has established an office at 14441 DuPont Court, Suite
103 in Omaha, Nebraska.  The Company entered into a five-(5) year lease and pays
$1,814 per month through September 1, 2000 and will then pay $1,851 per month
through August 30, 2001.

The Company does not have existing property, plant or equipment that it owns or
leases for marketing its products as part of its stated business objectives.


ITEM 5.  Operating and Financial Review and Prospects

Discussion of Operations and Financial Condition for the year ended
February 28, 2001
____________________________________________________________________


Financings
__________


During the year ended February 28, 2001, a total of 319,560 stock options were
exercised at $1.12(CDN) per share for total proceeds to Sense of $357,907(CDN).
A further 1,028,129 performance escrow shares have been issued at a deemed price
of $.01(CDN) per share for total proceeds of $10,282(CDN).

Sense pursuant to a 506 Regulation D Private Placement, raised $2,304,150(CDN)
by issuing Convertible Promissory Notes bearing interest at 9.5% - 10.5% per
annum, convertible into common shares of Sense at $8.00(CDN) per share.


Related Party Transactions
__________________________


During the year ended February 28, 2001, Sense incurred the following expenses
and revenues with directors, shareholders and companies with common directors:
royalties expense - $5,549(CDN);  consulting fees - $17,640(CDN); management
fees - $358,992(CDN); sales revenues of $66,633(CDN) and interest income of
$77,746(CDN).


Discussion of Operations
________________________


Sales for the year ended February 28, 2001 were $66,633(CDN) compared to
$473,835(CDN) for the year ended February 29, 2000, representing a decrease of
$407,202(CDN) or 86%.  The decrease in sales was due to Sense's redirected
efforts towards the continued development of its product and the expansion of
its market.  As a result, Sense has taken an aggressive approach to defining
additional markets for the product.

                                      24
<PAGE>

Significant expenditures for Sense during the fiscal year were as follows:

Advertising and Marketing:
__________________________


Expenditure for advertising and marketing increased from $204,768(CDN) in 2000
to $478,446(CDN) in the year ended 2001, an increase of $273,678(CDN).  The
principal reason for the increase was an increased travel to Washington, D.C.
to meet with Members of Congress and the Department of Transportation ("DOT") to
promulgate safety legislation requiring the use of devices such as the Guardian
Alert(TM) Backup System.


Consulting Fees:
________________


Sense incurred $284,738(CDN) for consulting fees for the year ended 2001
compared to $253,141(CDN) for the year ended 2000, an increase of $31,597(CDN).
Consulting expenses relate primarily to ongoing engineering and research and
development costs on the Guardian Alert(TM) Backup System.


Travel:
_______


Sense incurred $182,815(CDN) in travel expense in the year ended 2001, compared
to $88,040(CDN) for the year ended 2000, an increase of $94,775(CDN).  Travel
increase was due to significantly more meetings with automotive manufactures and
the increase in travel associated with numerous meetings in Washington, D.C.
with Members of Congress and the DOT.


Management Fees:
________________


Management fees of $358,992(CDN) were incurred for the year ended 2001 as
compared to $101,800(CDN) in the year ended 2000, an increase of $257,192(CDN).
This increase represents additional management fees charged by two directors for
their services during the year.


Interest on Long Term Debt:
___________________________


Interest on long term debt of $130,489(CDN) was incurred on the Convertible
Promissory Notes in 2001 as compared to $nil for the previous year.

Sense reported a net loss of $2,343,105(CDN) or $0.21(CDN) per share for the
year ended February 28, 2001 compared to a net loss of $1,566,554(CDN) or
$0.18(CDN) per share for the year ended February 29, 2000.

Sense is continuing to actively pursue business opportunities with OEMs and Tier
1 Manufacturers as well as expansion of product distribution into other markets
around the world.  Sense has recently signed a joint venture research and
development agreement with Daimler Chrysler and is looking forward to further
opportunities with this company.

Confirmation of approved Japanese patents was received in October, 2000.

                                      25
<PAGE>

Liquidity and Solvency
______________________


As at February 28, 2001, Sense had positive working capital of $1,438,889(CDN),
which will enable Sense to meet its ongoing obligations as they come due.
Management of Sense is in the preliminary stages of raising additional financing
by virtue of a 506 Regulation D offering of up to $10,000,000(US) through 10%
Convertible Cumulative Promissory Notes.


Discussions of Operations and Financial Condition for the three month period
ended May 31, 2001
____________________________________________________________________________


Related Party Transactions
__________________________


During the three months ended May 31, 2001, Sense incurred the following
expenses and revenues with directors and shareholders: royalties expense -
$23,248(CDN); accounting fees - $2,325(CDN); sales revenues - $256,113(CDN) and
interest income of $21,681(CDN).


Discussion of Operations
________________________


Sales for the three months ended May 31, 2001, were $256,113(CDN) compared to
$nil for the corresponding period, an increase of $256,113(CDN).  This increase
in sales was due to a new relationship with Fleetpride, a commercial installer
and retailer with approximately one hundred sixty (160) locations throughout the
United States.

Significant expenditures for Sense during the period were as follows:


Advertising and Marketing:
__________________________


Expenditure for advertising and marketing increased from $39,721(CDN) in 2000 to
$54,280(CDN) in the current period, an increase of $14,559(CDN).  The principal
reason for the increase was an increase in travel to Washington, D.C. to meet
with Members of Congress and the Department of Transportation ("DOT") to
promulgate safety legislation, which would require the use of devices such as
the Guardian Alert(TM) Backup System.


Consulting Fees:
________________


Sense incurred $66,028(CDN) in consulting fees for the three months ended May
31, 2001 compared to $51,575(CDN) for the comparative period, an increase of
$15,453(CDN).  Consulting fees relate primarily to ongoing engineering costs on
the Guardian Alert(TM) Backup System.


Travel:
_______


Sense incurred $59,741(CDN) in travel expense in the three months ended May 31,
2001, compared to $14,371(CDN) for the comparative period, an increase of
$45,370(CDN).  Travel increased because of significantly more meetings with
automotive manufactures and the increase in travel associated with numerous
meetings in Washington, D.C. with Members of Congress and the DOT.

                                      26
<PAGE>

Interest on Long Term Debt:
___________________________


Interest on long term debt of $60,528(CDN) was incurred on the Convertible
Promissory Notes for the period ended May 31, 2001 as compared to $nil for the
comparative period.


Wage and Benefits:
__________________


Sense incurred wages expense of $77,173(CDN) for the three months ended May 31,
2001 compared to $nil for the comparative period.  The increase is a result of
Sense hiring full-time employees to concentrate on increasing sales on the
Guardian Alert(TM) Backup System.

Sense reported a net loss of $355,951(CDN) or $0.03(CDN) per share for the three
months ended May 31, 2001 compared to a net loss of $237,788(CDN) or $0.02(CDN)
per share for the three months ended May 31, 2000.


Liquidity and Solvency
______________________


As at May 31, 2001, Sense had positive working capital of $1,094,700(CDN), which
will enable Sense to meet its ongoing obligations as they come due.  Management
of Sense is in the preliminary stages of raising additional financing by virtue
of a 506 Regulation D offering of up to $10,000,000(US) through 10% Convertible
Cumulative Promissory Notes.


ITEM 6.  Directors, Senior Management and Employees

The following table sets forth-certain information with respect to the directors
and executive officers of Sense.  Sense's directors are elected by its
shareholders at an Annual General Meeting of Shareholders and each are to serve
for a one-year term until his or her re-election or until his or her respective
successor is duly elected and qualified.


Directors and Executive Officers of Sense are as follows:
_________________________________________________________


      Name                    Age              Position
      ____                    ___              ________

Gerald McIlhargey*             53       Chairman of the Board and President
George J. Clark**              65       Director
Bruce Schreiner*               46       Director
Stan Kingshott**               60       Director
Cynthia L. Schroeder**         40       Director
Patricia Russell               47       Corporate Secretary

*   These persons may be deemed "promoters" of Sense as that term is defined
    under the Securities Act of 1933, as amended, and the rules and regulations
    promulgated thereunder.

**  Outside independent directors who are also members of the audit committee.

                                      27
<PAGE>

Biographical information for Sense's Directors and Officers.

GERALD MCILHARGEY.  Mr. McIlhargey has been President and Chairman of the Board
of Directors since March, 1989.  He is responsible for overall project
coordination and strategic planning.  Mr. Mcllhargey graduated with a Bachelor
of Arts Degree and a Bachelor of Education Degree from Simon Fraser University
in Burnaby, B.C. in 1972.  He devotes 90% of his time to the affairs of Sense.
Mr. Mcllhargey has experience in operating public companies, as well as in
national automotive aftermarket sales and marketing.  His experience with public
companies include former Directorships in Barsand Resources Inc; Caravelle
Resources Ltd; Catalina Energy & Resources Ltd; Chimera Resources Ltd;
Collingwood Energy Ltd; Collins Resources Ltd; Consolidated Regal Resources Ltd;
Corolla Resources Ltd; Corona Resources Ltd; ESI Industries Corp; Flyer
Resources Ltd; Fresco Developments Ltd; GHK Resources Ltd; Greyhawk Resources
Ltd; International Maple Leaf Resource Corp; Kap Resources Ltd; Lunar Resources
Ltd; Madison Enterprises Corp; Maple Leaf Petroleum Ltd; and Regal Petroleum
Ltd.

GEORGE J. CLARK.  Mr. Clark has been an outside Director of Sense since 1993.
Mr. Clark devotes 10% of his time to the affairs of Sense.  Mr. Clark retired in
April 1993 as the general manager and Vice-president of J.D. Sweid Ltd.
("Sweid"), a meat processing company.  Sweid is not affiliated to Sense.  From
January 1989 to April 1993, Mr. Clark served as the general manager of Western
Protein Foods, a food processing company.  Western Protein is not an affiliate
of Sense and it is unknown to Sense if it is still carrying on business.  Mr.
Clark has 25 years experience in high-volume production, sales and consumer
marketing.

BRUCE SCHREINER.  Mr. Schreiner has been a Director of Sense since 1992.  Mr.
Schreiner is responsible for all financial matters customarily related to
Sense's operations and serves as the general manager, administration of Sense.
Mr. Schreiner received a Bachelor of Arts Degree, from Hastings College in 1975,
graduating magna cum laude, with majors in Economics and Business Administration
with an emphasis in accounting.  Mr. Schreiner currently devotes approximately
50% of his time to Sense.  Mr. Schreiner has been a certified public accountant
since November 1991, to the present.  Mr. Schreiner is presently a partner in
Schroeder & Schreiner, P.C., a certified public accounting firm. Schroeder &
Schreiner, P.C. is not an affiliate of Sense.  Mr. Schreiner has experience in
the wholesale automotive parts industry, electronic parts manufacturing and
national-level retail marketing.  Mr. Schreiner is also an expert in tax law and
accounting.

STAN KINGSHOTT.  Mr. Kingshott has been a Director of Sense since 1997.  Mr.
Kingshott has been active in the automotive and truck industry since 1955.  He
became involved in the marketing and distribution of automotive and truck
aftermarket parts in 1964.  From 1975 to 1990, Mr. Kingshott was the Sales
Manager for B.C. and Alberta for Auto Marine Electric, the largest aftermarket
parts distributor in B.C. (with 52 locations and a sales force of 60).  In 1990,
Mr. Kingshott acquired Carpak Packaging and Distributing Corp. and is currently
involved in the sales and distribution of automotive aftermarket parts in
Western Canada for Canadian and American manufacturers.  Mr. Kingshott was
elected to the Board of Directors of Sense at the 1997 Annual General Meeting.

CYNTHIA L. SCHROEDER, CPA.  Ms. Schroeder was appointed as an outside Director
and was also appointed Chairperson of Sense's Audit Committee on June 8, 2000.
Ms. Schroeder from 1987 to the present has been the Senior Vice President and
Chief Financial Officer of Bethphage located in Omaha, Nebraska.  In her current
position as a Certified Public Accountant, Ms. Schroeder is responsible for the
financial analysis of ten corporations with a $90 million total annual operating
budget, which provide services in forty (40) communities throughout fourteen

                                      28
<PAGE>

(14) states and the United Kingdom.  She is responsible for reviewing the
financial condition of each organization with the respective CEO and to serve as
staff liaison to each Board and related Finance and Audit Committees.  From 1982
to 1987, Ms. Schroeder worked with Larsen, Schroeder & Associates, P.C. where
she was a staff accountant and Manager for auditing, accounting and tax
engagements.  Ms. Schroeder has developed a strong background in accounting,
financial management and regulatory reporting.  Ms. Schroeder received a
Bachelor of Science Degree in Accounting from the University of Nebraska and
successfully passed the Certified Public Accountant exam in 1982.  Ms. Schroeder
is a member of the American Institute of Certified Public Accountants and
Nebraska Society of Certified Public Accountants.

PATRICIA RUSSELL.  Ms. Russell has been the Corporate Secretary of Sense since
April of 1994.  Ms. Russell received a Bachelor of Commerce Degree in 1981 from
the Concordia University, Montreal, Quebec, and she received a Graduate Diploma
in Applied Management in 1991 from McGill University, Montreal Quebec.  Ms.
Russell also received a C.E.G.E.P. Diploma in Social Sciences Sir John Abbott
College, Ste.-Anne-de-Bellevue, Quebec and a Diploma in Microcomputer Business
Applications in 1994 from Compucollege School of Business, Vancouver, B.C.  Ms.
Russell from 1994 to the present is working with OreQuest Consultants Ltd., of
Vancouver, B.C. where her responsibilities include secretarial and accounting
duties.  Ms. Russell from 1991 to 1992 worked with The James E. Rogers Group
Ltd., of Vancouver, B.C. where she was responsible for the processing of all new
life insurance applications for the Seaboard Life Insurance Company.  From 1990
to 1992, Ms. Russell worked with Teleglobe Canada as a temporary secretary/clerk
in the Engineering and Finance departments.  Ms. Russell from 1986 to 1989
worked for International Air Transport Association where her responsibilities
included the review of travel agency financial statements for Agency Canada and
assisted with the implementation of a computerized evaluation system.

There is no family relationship between any of the above named officers or
directors.


Director Compensation
_____________________


Non-employee Directors of Sense do not receive cash compensation for their
service on the Board of Directors.  Directors are compensated for services
through the grant stock options or restricted shares of Sense's no par value
common stock.


Executive Compensation
______________________


It is Sense's intent to conserve cash, thus, there is no standard arrangement to
compensate its Officers for services other than granting them stock options or
restricted shares of Sense's no par value common stock.  As of February 28,
2001, those Directors and Officers who have received options are as follows:

Director              Number of Options       Price        Expiration Date
_______               _________________       _____        _______________

Bruce Schreiner           200,000           $10.50(CDN)     August 4, 2005

Gerald McIlhargey         200,000           $10.50(CDN)     August 4, 2005

George Clark              10,000            $1.12(CDN)      October 27, 2002
                          25,000            $10.50(CDN)     August 4, 2005

Stan Kingshott            10,000            $1.12(CDN)      October 27, 2002
                          25,000            $10.50(CDN)     August 4, 2005

Cynthia L. Schroeder      25,000            $9.20(CDN)      June 8, 2005
                          25,000            $10.50(CDN)     August 8, 2005

                                      29
<PAGE>

Neither Mr. Gerald McIlhargey nor Mr. Bruce Schreiner have an Employment
Agreement in effect with Sense.  Consequently, pursuant to a Director's
Resolution dated, June 4, 2001, Mr. McIlhargey and Mr. Schreiner were each
issued 29,703 shares of Sense's restricted, no par value common stock.  The
common stock was issued at a value of $4.04(US) per share, for a total value of
$179,400(CDN) for both Mr. McIlhargey and Mr. Schreiner as management fees for
the period from March 1, 2000 to February 28, 2001.


ITEM 7.  Major Shareholders and Related Party Transactions

The following table sets forth information as of February 28, 2001, based on
information obtained from the persons named below, with respect to the
beneficial ownership of the Common Stock by (i) each person known by Sense to
own beneficially 5% or more of the Common Stock, (ii) each director and officer
of Sense and (iii) all directors and officers as a group.  Each person has the
sole voting and investment power with respect to the shares shown unless
otherwise indicated.

                                                                 Approximate
                                         (1) Shares owned       Percentage of
Name and Address of Beneficial Owner       Beneficially      Shares outstanding
____________________________________       ____________      __________________

Global Holding Company                      1,068,463               8.964%

Gerald McIlhargey/Burnaby, B.C.-
   Canada/President/Director(2)               283,350               2.377%

Stan Kingshott/Burnaby, B.C.-
   Canada/Director(2)                           5,000                .042%

SFS Resources, Inc.                         2,598,217              21.799%

Steve Sommers(3)                               69,000                .579%

Bruce Schreiner/Grand Island, NE-
   U.S.A./Director(2)                         231,931               1.946%

George Clark/Delta, B.C./Director(2)                0                  n/a

Patricia Russell/North Vancouver,
   B.C. /Corporate Secretary(2)                     0                  n/a

Cynthia L. Schroeder/Grand Island,
   NE-U.S.A./Director(2)                       18,570                .156%
                                               ______               ______
Total as a group                             4,274,531             35.863%

(1)  Based upon information furnished to Sense by either the directors and
     executive officers or obtained from the stock transfer agent of Sense.
(2)  The Officers and Directors as a group (6) own a total of 538,851 shares
     or 4.25% of the total outstanding common stock.
(3)  Steve Sommers is a controlling shareholder of SFS Resources, Inc.


Related Party Transactions
__________________________


Mr. Schreiner is a member of the DAG who subsequently became a Director of the
Company after the Company entered into the License Agreement.  Other than as set
forth herein in this Annual Report, there were no assets or services acquired
from an insider, promoter or member of Management by the Company during the six
preceding financial years up through February 28, 2001.

On June 11, 1998, one individual, Bruce Schreiner, exercised 174,560 Options for
$195,507(CDN).

On February 2, 1998, one individual, George Clark exercised 5,000 Options for
$5,600(CDN).

                                      30
<PAGE>

On May 29, 1998, one individual, Stan Kingshott exercised 5,000 Options for
$5,600(CDN).

On October 28, 1998, one individual, Stan Kingshott exercised 5,000 Options for
$5,600(CDN).

On June 16, 1999, one individual, George Clark exercised 5,000 Options for
$5,600(CDN).

On June 4, 2001, Mr. McIlhargey and Mr. Schreiner were each issued 29,703 shares
of Sense's restricted, no par value common stock.  The common stock was issued
at a value of $4.04(US) per share, for a total value of $179,400(CDN) for both
Mr. McIlhargey and Mr. Schreiner as management fees for the period from March 1,
2000 to February 28, 2001.

The Company believes that these transactions were negotiated at arms length and
are believed by the Board of Directors to be on terms no less favorable to the
Company than those which could have been obtained from unaffiliated third
parties.  All of the shares were issued pursuant to the Rules & Policies of the
VSE.


ITEM 8.  Financial Information


ITEM 9.  The Offer and Listing

On October 27, 1997, the Company's common stock was relisted for trading under
the symbol SSE on the VSE.  Prior to October 27, 1997, there was no market and
the Company's common stock had not traded since May 4, 1992.  The Company had
previously traded under the symbol GGN on the VSE.

In June of 2000, Sense began trading its common stock on the United States
NASDAQ SmallCap Market under the symbol "SNSG" and continued to trade on the
Canadian Venture Exchange (CDNX) under the symbol "SNSG".   Sense proposes to
make an application to be delisted from the CDNX and anticipates that it will
receive the approval to delist in the very near future.  Once approved, Sense
will no longer trade on the CDNX, but will continue to trade on the NASDAQ
SmallCap Market.

The following table shows the high and low sales prices in U.S. dollars for the
Company's common stock on the NASDAQ SmallCap Market for the Company's latest
fiscal year and the preceding financial reporting quarters.

Quarter                      High         Low          Trading Volume

6/27/00 to 8/31/00        $   19.625    $ 5.875          1,384,500
9/1/00 to 11/30/00            17.625      5.375          1,551,400
12/1/00 to 2/28/01            11.375      3.375          1,574,800

The following table shows the high and low sales prices in Canadian dollars for
the Company's common stock on the VSE for the Company's last two (2) fiscal
years.

                                      31
<PAGE>

Quarter                      High         Low          Trading Volume

1/1/99 to 3/31/99           $  8.40     $ 6.00            150,615
4/1/99 to 6/30/99             10.30       8.10            125,709
7/1/99 to 9/30/99             10.40       7.60            134,051
10/1/99 to 12/31/99           10.00       6.50            124,727
1/1/00 to 2/29/00             12.80       7.20            168,765
3/1/00 to 5/31/00             14.60       8.00            122,501
6/1/00 to 8/31/00             28.50       8.75
9/1/00 to 11/30/00            24.20       7.60
12/1/00 to 2/28/01            18.00       8.10

As of February 28, 2001, there were 11,859,502 shares of the Company's no par
value common stock issued and outstanding.  The Company's shareholder list as
provided by Pacific Corporate Trust Company indicated that the Company had 106
stockholders of record owning its common stock, and of which 195 (94.66%) of
these stockholders are residents of the United States owning 11,026,620 (92.98%)
of the shares issued and outstanding.  Based upon the number of proxy statements
and annual reports requested by depositors and brokers for the Company's last
annual shareholders' meeting, the Company believes it has in excess of 1700
beneficial owners of its common stock.

Brokers, corporations and trusts are registered as holding shares of common
stock of the Company.  Other than the shares held indirectly by Officers/
Directors, the Company has no specific knowledge as to the beneficial owners of
these shares or the total number of these shares held on behalf of residents
residing in the United States.


ITEM 10.  Additional Information

Memorandum and articles of association
______________________________________


Previously filed as Exhibits 1.1 and 1.5 in Sense's Form 20-F Registration
Statement


Material Contracts
__________________


The following is a list of all material contracts to which the Company is a
party:

(a)  Assignment Agreement dated April 30, 1992 between the Company and S&A as
     described in "Consideration for the License Agreement";

(b)  License Agreement dated January 16, 1992 between S&A and the DAG, as
     amended on May 27, 1992, July 14, 1992, April 5, 1993, August 13, 1993,
     March 10, 1997 and May 29, 1997, and described in "Description and General
     Development of the Company";

(c)  Development and Consulting Agreement between the Company and Maple
     Consulting, dated May 2, 1997, as referred to in "Royalties to Maple
     Consulting"; and

(d)  Non-Exclusive Marketing Agreement with S&S Distributing, LLC., dated March
     17, 1998.

(e)  Sense and Daimler/Chrysler Corporation entered in to a five (5) year
     Proprietary Rights Agreement on April 26, 2001.

                                      32
<PAGE>

All material contracts herein described may be inspected at the registered and
records office of the Company at 750 - 750 West Pender Street, Vancouver, B.C.,
V6C 2T8, during normal business hours.


Exchange controls
_________________


There are no governmental laws, decrees or regulations in Canada relating to
restrictions on the export or import of capital, or affecting the remittance of
interest, dividends or other payments to non-resident holders of the Company's
common stock.  See Item 7 "Taxation".

Except as provided in the Investment Canada Act, there are no limitations
specific to the rights of non-Canadians to hold or vote the common stock of the
Company under the laws of Canada or the Province of British Columbia or in the
charter documents of the Company.

The Investment Canada Act requires a non-Canadian making an investment which
would result in the acquisition of control of a Canadian business, the gross
value of the assets of which exceed certain threshold levels or the business
activity of which is related to Canada's cultural heritage or national identity,
to either notify, or file an application for review with, Investment Canada, the
federal agency created by the Investment Canada Act.

The notification procedure involves a brief statement of information about the
investment on a prescribed form which is required to be filed with Investment
Canada by the investor at any time up to thirty (30) days following
implementation of the investment.  It is intended that investments requiring
only notification will proceed without government intervention unless the
investment is in a specific type of business activity related to Canada's
cultural heritage and national identity.

If an investment is reviewable under the Act, an application for review in the
form prescribed is normally required to be filed with Investment Canada prior to
the investment taking place and the investment may not be implemented until the
review has been completed and the Minister responsible for Investment Canada is
satisfied that the investments is likely to be of net benefit to Canada.  If the
Minister is not satisfied that the investment is likely to be of net benefit to
Canada, the non-Canadian must not implement the investment or, if the investment
has been implemented, must divest himself of control of the business that is the
subject of the investment.


Dividends and paying of Agents.
_______________________________


Sense has not paid nor does it intend to pay dividends in the near future.


Taxation
________


Management considers that the following general summary fairly describes the
principal Canadian federal income tax consequences applicable to a holder of
common stock of the Company who is a resident of the United States and who is
not a resident of Canada and who does not use or hold, and is not deemed to use
or hold, his common stock in connection with carrying on a business in Canada
(a "non-resident shareholder").

This summary is based upon the current provisions of the Income Tax Act (Canada)
(the ITA), the regulations thereunder (the "Regulations") and the current
publicly announced administrative

                                      33
<PAGE>

and assessing policies of Revenue Canada, Taxation.  This description is not
exhaustive of all possible Canadian federal income tax consequences and, does
not take into account or anticipate any changes in law, whether by legislative,
governmental or judicial action, nor does it take into account provincial or
foreign tax considerations which may differ significantly from those discussed
herein.

Dividends

Dividends paid on common stock of the Company to a non-resident holder will be
subject to withholding tax.  The Canada-US Income Tax Convention (1980) as
amended by the protocol signed on March 17, 1995 (the "Treaty"), provides that
the normal 15% withholding tax rate is reduced by 5% on dividends paid on shares
of a corporation resident in Canada (such as the Company) to residents of the
United States, and also provides for a further reduction of this rate by 5%
where the beneficial owner of the dividends is a corporation which is a resident
of the United States which owns at least 10% of the voting shares of the
corporation paying the dividend.  However, the Company has not paid and does not
anticipate paying dividends in the near future.

Capital Gains

A non-resident of Canada is not subject to tax under the ITA in respect of a
capital gain realized upon the disposition of a share of a public corporation
unless the share represents "taxable Canadian property" to the holder thereof.
The Company's common stock is listed on a prescribed exchange and therefore will
be taxable Canadian property to a non-resident holder if, at any time during the
period of five years immediately preceding the disposition, the non-resident
holder, non-arms length persons, or the non-resident together with all such
persons owned not less than 25% of the issued shares of any class of the capital
stock of the Company.

In the case of a non-resident holder to whom shares of the Company represent
taxable Canadian property and who is resident in the United States, no Canadian
taxes will be payable on a capital gain realized on such shares by reason of the
Treaty unless the value of such shares is derived from real property or natural
resources situated in Canada.  However, in such case, certain transitional
relief under the Treaty may be available.  In certain circumstances, the Treaty
allows Canada to tax former residents on gains from the disposition of taxable
Canadian property where such property was owned at the time of their departure
from Canada or was received in substitution therefor in a transaction that is
tax-free under Canadian law.


Documents on display
____________________


Sense will furnish annual reports to its Shareholders, which reports will
contain financial statements of Sense, and such other interim reports as Sense
may determine.  Management intends to make themselves available to answer
Shareholders inquiries about Sense.

Questions regarding any documents should be directed to Sense, either by letter
addressed to Sense Technologies Inc. 305-595 Howe St. Vancouver, B.C. Canada V6C
2T5, Attention: Mr. Gerald McIlhargey, or by telephone at (604) 682-7878.
Directors and officers of Sense may provide information concerning Sense, if
permitted by applicable law.

                                      34
<PAGE>

Subsidiary Information
______________________


There are no subsidiaries or proposed subsidiaries of the Company.


ITEM 11.  Quantitative and Qualitative Disclosures About Market Risk


ITEM 12.  Description of Securities Other than Equity Securities


                                  PART II
                                  _______


ITEM 13.  Defaults, Dividend Arrearages and delinquencies

Not applicable


ITEM 14.  Material Modifications to the Rights of Security Holders and use
          of Proceeds

Not applicable


ITEM 15.  [Reserved]


ITEM 16.  [Reserved]


                                   PART III
                                   ________


ITEM 17.  	FINANCIAL STATEMENTS

Attached as part of this Annual Report is the financial statement of the Company
for the fiscal year ended February 28, 2001


ITEM 18.  	FINANCIAL STATEMENTS

Not applicable


ITEM 19.  	Exhibits

(a)  Financial Statements Filed as Part IV of this Annual Report.

(b)  See Index to Financial Statements on Page F-1.

(c)  Exhibits filed as part of this Annual Report.

                                      35
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this Annual Report to be signed on its
behalf by the undersigned, hereunder duly authorized.

						                  For and on Behalf of

						                  Sense Technologies, Inc.

December 6, 2001
                                                      By:/s/Mark Johnson
                                                      ________________________
                                                            Mark Johnson
							                  President

                                      36
<PAGE>


                           SENSE TECHNOLOGIES INC.
                       REPORT AND FINANCIAL STATEMENTS
                   February 28, 2001 and February 29, 2000
                         (Stated in Canadian Dollars)



                               AUDITORS' REPORT


To the Shareholders,
Sense Technologies Inc.

We have audited the balance sheets of Sense Technologies Inc. as at February 28,
2001  and February 29, 2000 and the statements of loss, deficit and cash flows
for each of the years in the three year period ended February 28, 2001.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in Canada and the United States of America.  Those standards require that we
plan and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the company as at February 28, 2001 and
February 29, 2000 and the results of its operations and its cash flows for each
of the years in the three year period ended February 28, 2001 and in accordance
with Canadian generally accepted accounting principles.  As required by the
British Columbia Company Act, we report that, in our opinion, these principles
have been applied on a consistent basis.


Vancouver, Canada

May 28, 2001                                            Chartered Accountants

<PAGE>

                           SENSE TECHNOLOGIES INC.
                                BALANCE SHEETS
                   February 28, 2001 and February 29, 2000
                         (Stated in Canadian Dollars)
                         ____________________________


                                    ASSETS
                                    ______

                                                        2001            2000
                                                        ____            ____
Current

  Cash and cash equivalents                         $   804,119    $   237,122
  Accounts receivable - Note 10                         166,672        344,779
  Promissory note receivable - Note 3                    37,395              -
  Inventory - Note 2                                  1,607,843      1,485,701
  Prepaids                                               34,069         17,498
                                                    ___________    ___________
                                                      2,650,098      2,085,100
Long-term promissory note receivable - Note 4         1,132,989      1,004,110
Deposit on software                                           -        184,824
Capital assets - Note 5                                 136,742         58,856
Licence fees - Note 6                                   307,521        421,652
Deferred development costs - Note 7                     555,109        785,678
Patent costs                                              4,706              -
                                                    ___________    ___________
                                                    $ 4,787,165    $ 4,540,220
                                                    ===========    ===========

                                  LIABILITIES
                                  ___________

Current
  Accounts payable - Note 10                        $   558,367    $   288,349
  Current portion of convertible promissory
    notes payable - Note 8                              652,842              -
                                                    ___________    ___________

                                                      1,211,209        288,349
Convertible promissory notes payable - Note 8         1,526,930              -

                                                      2,738,139        288,349
                                                    ___________    ___________

                             SHAREHOLDERS' EQUITY
                             ____________________

Share capital - Notes 9 and 13                        8,883,379      8,515,190
Shares subscribed                                             -        352,307
Contributed surplus                                       7,500          7,500
Convertible promissory note payable - Note 2            124,378              -
Deficit                                              (6,966,231)    (4,623,126)
                                                    ___________    ___________
                                                      2,049,026      4,251,871
                                                    ___________    ___________
                                                    $ 4,787,165    $ 4,540,220
                                                    ===========    ===========

Nature of Operations - Note 1
Commitments - Notes 6, 8, 9 and 12

APPROVED BY THE DIRECTORS:

"Bruce E. Schreiner", Director                "Gerald McIlhargey", Director

                            SEE ACCOMPANYING NOTES

<PAGE>

                           SENSE TECHNOLOGIES INC.
                              STATEMENTS OF LOSS
             for the years ended February 28, 2001, 2000 and 1999
                         (Stated in Canadian Dollars)
                         ____________________________

                                             2001         2000         1999
                                             ____         ____         ____

Sales - Notes 10 and 15                 $    66,633   $   473,835   $   573,880
Direct costs - Schedule 1                   448,280     1,061,486     1,070,669
                                        ___________   ___________   ___________

Gross loss                               (  381,647)   (  587,651)   (  496,789)
                                        ___________   ___________   ___________

Expenses
  Advertising and marketing                 478,446       204,768       503,831
  Amortization                              115,286        12,044             -
  Automobile                                 22,066        25,414        14,310
  Capital tax                                     -        10,000        10,200
  Consulting fees - Note 10                 284,738       253,141       127,145
  Filing fees                                29,852         6,305         6,236
  Insurance                                  46,733        17,867        15,106
  Interest and bank charges - Note 10           926         6,201        55,205
  Interest on long-term debt - Note 10      130,489             -             -
  Investor relations                              -         7,548        37,063
  Legal and accounting                      185,461       131,175       153,403
  Management fees - Note 10                 358,992       101,800             -
  Office and miscellaneous                   37,935        12,240        13,746
  Rent                                       44,787        34,280        15,050
  Shareholder information and printing       15,490        21,084        17,777
  Telephone                                  12,269         6,360         7,799
  Transfer agent fees                         6,553         8,655         6,561
  Travel                                    182,815        88,040        87,088
  Wages and benefits - Note 10              109,501        52,109             -
                                        ___________   ___________   ___________

                                          2,062,339       999,081     1,070,520
                                        ___________   ___________   ___________

Loss before other items                   2,443,986     1,586,732     1,567,309
Other items:
  Gain on write-off of accounts payable  (    3,346)            -             -
  Financing fees (recovered)                      -             -    (   55,200)
  Interest income - Notes 4 and 10       (  110,980)   (   77,580)   (   85,042)
  Foreign exchange (gain) loss               13,445        57,402    (    8,410)
                                        ___________   ___________   ___________
Net loss for the year                   $ 2,343,105   $ 1,566,554   $ 1,418,657
                                        ===========   ===========   ===========

Loss per share                          $      0.21   $      0.18   $      0.19
                                        ===========   ===========   ===========
Weighted average number of
   shares outstanding                    11,256,344     8,558,683     7,421,224
                                        ===========   ===========   ===========

                            SEE ACCOMPANYING NOTES
<PAGE>

                           SENSE TECHNOLOGIES INC.
                            STATEMENTS OF DEFICIT
             for the years ended February 28, 2001, 2000 and 1999
                         (Stated in Canadian Dollars)
                         ___________________________

                                            2001          2000         1999
                                            ____          ____         ____

Deficit, beginning of year              $ 4,623,126   $ 3,056,572   $ 1,637,915

Net loss for the year                     2,343,105     1,566,554     1,418,657
                                        ___________   ___________   ___________

Deficit, end of year                    $ 6,966,231   $ 4,623,126   $ 3,056,572
                                        ===========   ===========   ===========

                            SEE ACCOMPANYING NOTES

<PAGE>

                           SENSE TECHNOLOGIES INC.
                           STATEMENTS OF CASH FLOWS
             for the years ended February 28, 2001, 2000 and 1999
                         (Stated in Canadian Dollars)
                         ____________________________

                                            2001          2000          1999
                                            ____          ____          ____
Operating Activities
  Net loss for the year                 $(2,343,105)  $(1,566,554)  $(1,418,657)
  Add (deduct) items not
      involving cash:
    Amortization                            115,286        12,044             -
    Amortization of deferred
      development costs                     230,569       230,569       136,599
    Amortization of license fees            124,413       125,400        69,869
    Financing fees (recovered)                    -             -    (   55,200)
    Write-off of inventory                    6,700        40,032        65,220
    Gain on write-off of
      accounts payable                   (    3,346)            -             -
    Foreign exchange                     (   50,603)       34,047    (   49,198)
                                        ___________   ___________   ___________

                                         (1,920,086)   (1,124,462)   (1,251,367)
Changes in non-cash working capital
      balances related to operations:
  Accounts receivable                       178,107    (    3,581)   (  332,889)
  Promissory note receivable             (   37,395)            -             -
  Inventory                              (  128,842)   (1,210,648)   (  268,744)
  Prepaids                               (   16,571)       15,466    (   31,506)
  Accounts payable                          273,364       125,183        58,959
  Advances payable                                -    (    2,000)   (  606,356)
  Convertible promissory notes payable            -    (  130,118)   (  198,484)
                                        ___________   ___________   ___________
Cash used in operating activities        (1,651,423)   (2,330,160)   (2,630,387)
                                        ___________   ___________   __________

Financing Activities
  Proceeds from issuance of
     common shares                            5,600     2,420,442     2,722,444
  Convertible promissory notes payable    2,304,150             -             -
  Proceeds from share subscriptions               -       156,800       195,507
                                        ___________   ___________   ___________
Cash provided by financing activities     2,309,750     2,577,242     2,917,951
                                        ___________   ___________   ___________

Investing Activities
  Acquisition of capital assets          (  193,172)   (   70,900)            -
  Promissory note receivable             (   78,276)   (   73,119)   (   79,549)
  Patent costs                           (    4,706)            -             -
  Deposit on software                       184,824    (  184,824)            -
  Deferred development costs                      -             -    (  334,312)
                                        ___________   ___________   ___________
Cash used in investing activities        (   91,330)   (  328,843)   (  413,861)
                                        ___________   ___________   ___________
Increase (decrease) in cash
   during the year                          566,997    (   81,761)   (  126,297)

Cash, beginning of year                     237,122       318,883       445,180

Cash and cash equivalents, end of year  $   804,119   $   237,122   $   318,883
                                        ===========   ===========   ===========

Supplemental Cash Flow Disclosures - Note 13

                            SEE ACCOMPANYING NOTES

<PAGE>

<TABLE>
<CAPTION>
                           SENSE TECHNOLOGIES INC.
                      STATEMENTS OF SHAREHOLDERS' EQUITY
             for the years ended February 28, 2001, 2000 and 1999
                         (Stated in Canadian Dollars)
                         ____________________________

                                                            Common Stock
                                                            ____________
<S>                                                   <C>        <C>          <C>           <C>            <C>
                                                        Issued                 Contributed
                                                        Shares     Amount        Surplus       Deficit         Total
                                                        ______     ______        _______       _______         _____

Balance, February 28, 1998                            6,878,711  $ 2,258,346  $     7,500   $(1,637,915)   $   985,838
Issue of shares for cash pursuant
  to the exercise of options - at $1.12                 329,560      369,107            -             -        369,107
Issue of shares pursuant to debt
  settlement - at $7.43                                  29,367      218,205            -             -        218,205
Conversion of share purchase options
  subscribed for in a previous year                           -            -            -             -     (  357,907)
Share purchase options subscribed during the year             -            -            -             -        195,507
Issue of shares pursuant to the exercise of share
  purchase warrants - at $3.05 (US$2.00)                560,392    1,711,246            -             -      1,711,246
Issue of shares pursuant to a private placement
  - at $6.71                                            149,031      999,998            -             -        999,998
Issue of shares pursuant to a finders fee agreement       6,634            -            -             -              -
Return to treasury of shares with respect to a
  previous finders fee                               (   55,200)  (   55,200)           -             -     (   55,200)
Conversion of promissory note payable to shares
  subscribed                                                  -            -            -             -        575,000
Net loss for the year ended February 29, 1999                 -            -            -    (1,418,657)    (1,418,657)
                                                      _________    _________    _________    __________     __________

Balance, February 28, 1999                            7,898,495    5,501,702        7,500    (3,056,572)     3,223,137

                                                                                                             .../Cont'd.

</TABLE>


                                             SEE ACCOMPANYING NOTES

<PAGE>

<TABLE>
<CAPTION>

                           SENSE TECHNOLOGIES INC.                                                    Continued
                      STATEMENTS OF SHAREHOLDERS' EQUITY
             for the years ended February 28, 2001, 2000 and 1999
                         (Stated in Canadian Dollars)
                         ____________________________

                                                            Common Stock
                                                            ____________
<S>                                                   <C>        <C>          <C>           <C>            <C>
                                                        Issued                 Contributed
                                                        Shares     Amount        Surplus       Deficit         Total
                                                        ______     ______        _______       _______         _____


Issue of shares pursuant to the exercise of warrants
 - at $2.94 (US$2.00)                                   663,229  $ 1,949,893  $         -   $         -    $ 1,949,893
Issue of shares pursuant to the exercise of warrants
 - at $6.29 (US$4.28)                                    73,900      464,949            -             -        464,949
Issue of shares pursuant to the exercise of options
 - at $1.12                                               5,000        5,600            -             -          5,600
Issue of escrow shares pursuant to a license agreement
 - at $0.01                                             112,500        1,125            -             -          1,125
Issue shares on conversion of a promissory note          66,628      575,000            -             -        575,000
Conversion of shares subscribed in a previous year
 in respect of promissory note payable                        -            -            -             -     (  575,000)
Issue of escrow shares pursuant to an agreement
 - at $0.01                                           1,692,061       16,921            -             -         16,921
Share purchase options subscribed during the year
 ended February 28, 2000                                      -            -            -             -        156,800
Net loss for the year ended February 28, 2000                 -            -            -    (1,566,554)    (1,566,554)
                                                     __________    _________   __________    __________     __________

Balance, February 28, 2000                           10,511,813    8,515,190        7,500    (4,623,126)     4,251,871
Issue of shares pursuant to the exercise of
 opotions - at $1.12                                    319,560      357,907            -             -        357,907
Conversion of share purchase options subscribed
 for in a previous year                                       -            -            -             -     (  352,307)
Issue of escrow shares pursuant to a license
 agreement - at $0.01                                 1,028,129       10,282            -             -         10,282
Convertible debt                                              -            -            -             -        124,378
Net loss for the year ended February 28, 2001                 -            -            -    (2,343,105)    (2,343,105)
                                                     __________   __________   __________    __________     __________
Balance, February 28, 2001                           11,859,502  $ 8,883,879  $     7,500   $(6,966,231)   $ 2,049,026
                                                     ==========   ==========   ==========    ==========     ==========
</TABLE>

                                             SEE ACCOMPANYING NOTES

<PAGE>

                           SENSE TECHNOLOGIES INC.             Schedule 1
                          SCHEDULE OF DIRECT COSTS
             for the years ended February 28, 2001, 2000 and 1999
                         (Stated in Canadian Dollars)
                         ____________________________

                                            2001          2000         1999
                                            ____          ____         ____
Direct costs
  Amortization of deferred
    development costs                   $   230,569   $   230,569   $   136,599
  Amortization of license fees              124,413       125,400        69,869
  Cost of sales                              36,485       254,669       389,269
  Equipment rental                           10,918        29,701        15,282
  Freight and customs                        13,247        40,397        21,155
  Product engineering - Note 10              19,664       289,748       298,089
  Product testing                               735        12,662        35,210
  Royalties - Notes 10 and 12                 5,549        38,308        39,976
  Write-off of inventory                      6,700        40,032        65,220
                                         __________    __________    __________
                                        $   448,280   $ 1,061,486   $ 1,070,669
                                         ==========    ==========    ==========

                                             SEE ACCOMPANYING NOTES

<PAGE>

                           SENSE TECHNOLOGIES INC.
                      NOTES TO THE FINANCIAL STATEMENTS
                       February 28, 2001, 2000 and 1999
                         (Stated in Canadian Dollars)
                         ____________________________

Note 1   Nature of Operations
         ____________________


         The company has acquired the right to manufacture and market a backup
         radar collision avoidance device for motor vehicles.  The company's
         shares are publicly traded on the Canadian Venture Exchange and the
         NASDAQ.

Note 2   Significant Accounting Policies
         _______________________________


         The financial statements of the company have been prepared in
         accordance with generally accepted accounting principles ("GAAP") in
         Canada and are stated in Canadian dollars.  Except as disclosed in Note
         16, these financial statements conform in all material respects with
         GAAP in the United States.  Because a precise determination of many
         assets and liabilities is dependent upon future events, the preparation
         of financial statements for a period necessarily involves the use of
         estimates which have been made using careful judgement.  Actual results
         may vary from these estimates.

         The financial statements have, in management's opinion, been properly
         prepared within reasonable limits of materiality and within the
         framework of the significant accounting policies summarized below:


         a)  Organization
             ____________


             The company was incorporated pursuant to the British Columbia Act
             on May 25, 1988 as Graham Gold Mining Corporation.  On October 27,
             1997, the company changed its name to Sense Technologies Inc.


         b)  Cash and Cash Equivalents
             _________________________


             Cash and cash equivalents include short-term investments maturing
             within 90 days of the original date of acquisition.


         c)  Inventory
             _________


             Inventory is stated at the lower of cost and net realizable value
             and consists of the following:

                                         2001         2000
                                         ____         ____

             Raw materials           $    16,047   $    16,047
             Finished inventory        1,591,796     1,449,004
             Work-in-progress                  -        20,650
                                      __________    __________

                                     $ 1,607,843   $ 1,485,701
                                      ==========    ==========
<PAGE>

Sense Technologies Inc.
Notes to the Financial Statements
February 28, 2001, 2000 and 1999 - Page 2


Note 2   Significant Accounting Policies - (cont'd)
         _______________________________


         d)  Capital Assets and Amorization
             ______________________________


             Capital assets are recorded at cost.  Amortization is provided
             using the declining balance method at the following rates:

                        Furniture and fixtures  20%
                        Computer equipment      30%
                        Computer software       100%

             Capital asset additions during the year are amortized at one-half
             rates.


         e)  License Fees and Deferred Development Costs
             ___________________________________________


             License fees and development costs of the backup radar collision
             avoidance device, which in the company's view has a clearly defined
             future market, are amortized on a straight line basis over five
             years.  The balance of license fees and deferred development costs
             is reviewed on a annual basis to determine whether impairment in
             value has occurred and whether a write-down is required.  Estimated
             recoverable amounts are calculated based upon projected future cash
             flows.  Management would deem the device to have no commercial
             value once the License Agreement (Note 4) is in default or when the
             project is abandoned.


         f)  Patent Costs
             ____________


             Patents are recorded at cost and will be amortized over five years
             on a straight line basis once patent applications are completed.


         g)  Foreign Currency Translation
             ____________________________


             Monetary assets and liabilities denominated in foreign currencies
             are translated into Canadian dollars at rates of exchange in effect
             at the date of the transaction.  Gains or losses are included in
             income of the year, except for the gains or losses relating to
             long-term receivables and debt which are deferred and amortized
             over the remaining term of the corresponding receivable or debt.
             Non-monetary assets, liabilities and other items recorded in income
             arising from transactions denominated in foreign currencies are
             translated at rates of exchange in effect at the date of the
             transaction.


         h)  Loss Per Share
             ______________


             Loss per share has been calculated based upon the weighted average
             number of shares outstanding during the year.

<PAGE>

Sense Technologies Inc.
Notes to the Financial Statements
February 28, 2001, 2000 and 1999 - Page 3


Note 2   Significant Accounting Policies - (cont'd)
         _______________________________


         i)  Fair Market Value of Financial Instruments
             __________________________________________


             The carrying value of cash, accounts receivable, promissory note
             receivable, accounts payable and cash equivalents promissory notes
             payable approximate fair value because of the short maturity of
             those instruments.  The carrying value of the long-term promissory
             note receivable and promissory notes payable also approximate fair
             value.  The convertible promissory notes payable is accounted for
             in accordance with substance and is presented in the financial
             statements in its component parts of debt and equity, measured at
             their respective fair value at the time of issue.

             Substantially all of the Company's accounts receivable relate from
             the sale of manufactured product to one customer which may impact
             the Company's overall credit risk.  Historically to date, the
             Company has incurred no credit losses against its receivables.


         j)  Revenue Recognition
             ___________________


             Revenue is recognized at the time of product delivery, transfer of
             title and when collectibility is reasonably assured.


         k)  Stock-based Compensation Plan
             _____________________________


             The Company issues incentive stock options as described in Note 9.
             No compensation expense is recognized when shares or share purchase
             options are issued to employees, officers or directors.  Any
             consideration paid by employees, officers or directors on exercise
             of share purchase options or purchase of shares is credited to
             share capital.  If share or share purchase options are repurchased
             from employees, officers or directors, the excess of the
             consideration paid over the carrying amount of the share or share
             purchase options cancelled is charged to deficit.


Note 3   Promissory Note Receivable
         __________________________


         The promissory note in the amount of US$25,000 (CDN$37,395 (2000:
         US$Nil (CDN$Nil)) is due from a group of shareholders of the Company
         and is unsecured, bears interest at 7% per annum and is repayable on
         December 20, 2001.


Note 4   Long-term Promissory Note Receivable
         ____________________________________


         The promissory note in the principal amount of US$585,000 (CDN$898,619)
         (2000:  US$585,000 (CDN$848,016)) is due from shareholders of the
         Company, is due on demand and secured by a pledge of shares of a
         company owned by shareholders of the Company and bears interest at 9%
         per annum.  The Company does not expect to demand payment within the
         next fiscal year.

         As at February 28, 2001, included is in the total receivable accrued
         interest totalling US$160,330 (CDN$234,370) (2000:  US$107,681
         (CDN$156,094)) owing on this note.

<PAGE>

Sense Technologies Inc.
Notes to the Financial Statements
February 28, 2001, 2000 and 1999 - Page 4


Note 5   Capital Assets
         ______________
                                                        Net Carrying Value
                                      Accumulated    February 28,   February 29,
                             Cost     Amortization      2001           2000
                             ____     ____________      ____           ____

Furniture and fixtures    $   9,139     $   2,559     $   6,580      $    8,225
Computer equipment           56,431        22,855        33,576          47,966
Computer software           198,502       101,916        96,586           2,665
                           ________      ________      ________       _________
                          $ 264,072     $ 127,330     $ 136,742      $   58,856

Note 6   License Fees
         ____________


Acquisition Consideration:                           2001         2000
                                                     ____         ____

Issuance of 5,220,190 escrow shares
  (2000:  4,192,061 escrow shares) - at $0.01     $   52,202    $   41,921
Issuance of 66,628 common shares on conversion
  of promissory note payable                         575,000       575,000
                                                   _________     _________

                                                     627,202       616,921
Less:  accumulated amortization                    ( 319,681)    ( 195,269)
                                                   _________     _________
                                                  $  307,521    $  421,652
                                                   =========     =========

         By an Assignment Agreement dated April 30, 1992 and amendments thereto
         dated May 27, 1992, July 14, 1992, April 5, 1993, August 13, 1993,
         March 10, 1997, May 29, 1997 and February 25, 1999 the company has been
         assigned the right, title, interest and obligations in a Licence
         Agreement dated January 16, 1992 to manufacture, market and distribute
         a microwave radar collision avoidance device for motor vehicles in
         consideration for the following:

         i)   The payment of $575,000 for a licensing fee (issued a promissory
              note which was converted to 66,628 common shares at $8.63 per
              share);

         ii)  The issuance of 2,500,000 performance escrow shares (issued);

         iii) The issuance of 2,880,000 performance escrow shares (2,720,190
              issued) in consideration for residual marketing rights not granted
              in the original agreement.  These performance escrow shares will
              not be earned out until after the aforementioned 2,500,000
              performance escrow shares have been earned out;

<PAGE>

Sense Technologies Inc.
Notes to the Financial Statements
February 28, 2001, 2000 and 1999 - Page 5


Note 6   License Fees - (cont'd)
         ____________


         iv)  A minimum payment of $100,000 per year for 5 years commencing
              October 24, 1998 and a further minimum payment of $75,000 for the
              6th year in a patent defence fund (total payments $575,000). In
              addition, the company and the licensor agree to contribute equally
              to the patent defence fund in the amount of US$1.00 per unit until
              the total in the patent defence funds equals US$1,000,000.  The
              payments of $100,000 due October 24, 1998, 1999 and 2000 were not
              remitted and the licensor has agreed to waive the payments to the
              patent defence fund;

         v)   Various royalty payments to the licensors:

              a)  US$6.50 per unit on the first one million units sold;

              b)  Thereafter, the greater of US$4.00 per unit sold or 6% of the
                  wholesale selling price on units sold;

              c)  50% of any fees paid to the company in consideration for
                  tooling, redesign, technical or aesthetic development or,
                  should the licensors receive a similar fee, the licensors will
                  pay 50% to the company.

              Should the company obtain a royalty agreement with an original
              equipment manufacturer, whereby the manufacturer produces the
              product for its own equipment, the royalty shall be shared as to
              one-third to the company and two-thirds to the licensors.

         vi)  The company must manufacture and sell a minimum number of units as
              follows:

              -  30,000 units by the end of the calendar year containing the
                 second anniversary of the date of commencement of commercial
                 production (December 31, 2001) (7,527 units sold at February
                 28, 2001 );

              -  a cumulative total of 60,000 units by the end of the calendar
                 year containing the third anniversary of the date of
                 commencement of commercial production;

              -  a cumulative total of 110,000 units by the end of the calendar
                 year containing the fourth anniversary of the date of
                 commencement of commercial production;

              -  a cumulative total of 210,000 units by the end of the calendar
                 year containing the fifth anniversary of the date of
                 commencement of commercial production;

              -  an additional 125,000 units by the end of each calendar year
                 thereafter.

              In the event that the company defaults on the minimum quantities
              of units to be manufactured and sold, it shall have a period of
              sixty days to cure same from the date of receipt of a written
              notice of the default is delivered by the Licensors.  At the
              option of the company, the company may maintain the license in
              good standing by paying to the Licensors the royalty payment that
              would normally have been paid if the company had met its minimum
              quantities of units to be manufactured and sold.  In the event
              that the minimum quantities are not manufactured and sold or the
              royalties are not paid in lieu as agreed to therein, the company
              will lose any exclusivity it holds;

<PAGE>

Sense Technologies Inc.
Notes to the Financial Statements
February 28, 2001, 2000 and 1999 - Page 6


Note 6   License Fees - (cont'd)
         ____________


         vii)    Deliver to the licensors, at no cost to the licensors, a total
                 of 200 units from the first production run (delivered);

         viii)   Grant to the licensors the right to purchase units at cost plus
                 10% from any manufacturing facility controlled by the company
                 in order to address the markets excluded from the license.


Note 7   Deferred Development Costs
         __________________________


         Deferred development costs incurred to develop the backup radar
         collision avoidance device for motor vehicles are as follows:

                                                 2001            2000
                                                 ____            ____

         Production costs                    $   573,148     $   573,148
         Consultants                             579,698         579,698
                                              __________      __________

                                               1,152,846       1,152,846
         Less: accumulated amortization       (  597,737)     (  367,168)
                                              __________      __________
                                             $   555,109     $   785,678
                                              ==========      ==========


Note 8  Convertible Promissory Notes Payable
        ____________________________________

                                                     2001         2000
                                                     ____         ____

         Promissory notes payable are due to
         shareholders of the Company in US
         funds (US$1,500,000), bearing interest
         at rates from 9.5% to 10.5%, unsecured
         and are due from August 8, 2001 to
         August 8, 2002.  Each of the notes
         entitles the holder thereof up to the
         end of the term of the note to convert
         all or part of the principal portion of
         the note into common shares of the
         company at a price of US$5.40 (CDN$8.00)
         per share.                                 $ 2,304,150   $     -

         Current portion                             (  652,842)        -
                                                     __________    ______

                                                    $ 1,651,308   $     -
                                                     ==========    ======

<PAGE>

Sense Technologies Inc.
Notes to the Financial Statements
February 28, 2001, 2000 and 1999 - Page 7


Note 9   Share Capital
         _____________


         a)  Authorized:
             __________


             99,250,000 common shares without par value


         b)  Escrow:
             ______


             At February 28, 2001, there are 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 $0.817 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
             US$5.00 (CDN$ 7.65) of cash flow generated by the Company.  The
             release of these share is subject to the direction or determination
             of the relevant regulatory authorities.

         c)  Commitments:
             ___________

             Stock-based Compensation Plan

             The Company has granted employees and directors common share
             purchase options.  These options were granted with an exercise
             price equal to the market price of the Company's stock on the date
             of the grant.

                                      February 28, 2001     February 29, 2000
                                      _________________     _________________
                                                Weighted              Weighted
                                                Average               Average
                                                Exercise              Exercise
                                       Share     Price       Share     Price
                                       _____     _____       _____     _____

Outstanding, beginning of year        110,000     $8.21      175,000    $1.58
Granted                               855,000    $10.37       80,000     9.50
Exercised                              (5,000)     1.12     (145,000)    1.12
                                      _______     _____     ________     ____

Outstanding and exercisable at end
 of year                              960,000    $10.17      110,000    $8.21

<PAGE>

Sense Technologies Inc.
Notes to the Financial Statements
February 28, 2001, 2000 and 1999 - Page 8


Note 9   Share Capital - (cont'd)
         _____________


         At February 28, 2001, the following employee and director common share
         purchase options were outstanding entitling the holders thereof the
         right to purchase one common share for each share purchase option held:

                              Exercise       Expiry
                    #          Price          Date
                 ______        _____          ____

                 15,000       $   1.12     October 27, 2002
                 10,000       $   9.10     June 22, 2003
                 40,000       $  10.46     June 25, 2004
                 40,000       $   8.54     October 21, 2004
                 25,000       $   9.20     June 8, 2005
                805,000       $  10.50     August 4, 2005
                 25,000       $   8.45     January 8, 2006
                _______
                960,000
                =======

Note 10  Related Party Transactions - Notes 3, 4, 7 and 8
         __________________________


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

                                         2001          2000         1999
                                         ____          ____         ____

         Sales                       $(  66,633)   $( 473,835)   $( 573,880)
         Royalties                   $    5,549    $   35,572    $   37,121
         Interest income             $(  77,746)   $(  77,580)   $(  78,857)
         Product engineering costs   $        -    $   48,375    $   53,545
         Consulting fees             $   17,640    $        -    $        -
         Interest expense            $        -    $    5,853    $   54,205
         Management fees             $  358,992    $  101,800    $        -

         The above noted charges were measured by the exchange amount which is
         the amount agreed upon by transacting parties and are on terms and
         conditions similar to non-related entities.

         As at February 28, 2001, included in accounts receivable is $165,033
         (2000:  $342,492) due from a company with a common shareholder.

         As at February 2001, included in accounts payable is $358,992 (2000:
         $Nil) owing to directors of the Company in respect of management fees
         and $32,886 (2000:  $32,886) owing to shareholders in respect of
         royalties payable.

<PAGE>

Sense Technologies Inc.
Notes to the Financial Statements
February 28, 2001, 2000 and 1999 - Page 9


Note 11  Corporation Income Tax Loss Carry-Forwards
         __________________________________________


         At February 28, 2001  the company has accumulated non-capital losses
         totalling $5,580,140 which are available to offset taxable income of
         future years.  These losses expire as follows:

                2002            $    56,277
                2003                 98,756
                2004                159,724
                2005                617,935
                2006              1,353,698
                2007              1,423,610
                2008              1,870,140
                                 __________
                                $ 5,580,140
                                 ==========

         At February 28, 2001, the company has accumulated Canadian development
         expenses of $31,599 and Canadian exploration depletion allowances of
         $22,537.  These amounts carry forward indefinitely and are available
         to offset against taxable income of future years at various rates per
         year.

         The potential tax benefit of these losses and expenses, if any, has not
         been recorded in the financial statements.


Note 12  Commitments - Notes 6, 8 and 9
         ___________


         In accordance with the terms of a development and consulting agreement
         dated May 2, 1997, the company has agreed to pay a royalty of US$0.50
         for each unit sold of the backup radar collision avoidance device up to
         a maximum of 200,000 units.  As at February 28, 2001, the Company has
         paid royalties on a total of 7,527 units.

         The company has lease commitments for each of its offices in Vancouver,
         B.C. and Omaha, Nebraska over the next 5 years as follows:


                2002            $    45,555
                2003                 46,231
                2004                 46,922
                2005                 29,634
                2006                 12,000
                                 __________
                                $   180,342
                                 ==========

<PAGE>

Sense Technologies Inc.
Notes to the Financial Statements
February 28, 2001, 2000 and 1999 - Page 10


Note 13  Supplemental Cash Flow Disclosures
         __________________________________


         Non-cash Transactions:

         Investing and financing activities that do not have a direct impact
         on current cash flows are excluded from the cash flow statements.

         During the year ended February 28, 2001, the following transactions
         were excluded from the cash flow statements:

         i)  the company issued 314,560 common shares pursuant to the exercise
             of options at $1.12 per share for which the funds had been received
             by the company in a previous fiscal year.

         ii) the company issued a total of 1,028,129 performance escrow shares
             valued at $10,282 in respect of the terms of agreements to acquire
             the rights to the backup radar collision avoidance device and the
             residual marketing rights it had not previously acquired.

         During the year ended February 29, 2000 , the following transactions
         were excluded from cash flows:

         i)  The company issued 66,628 common shares pursuant to a conversion of
             a promissory note payable of $575,000.

         ii) The company issued a total of 1,804,561 performance escrow shares
             valued at $18,046 in respect of the terms of agreements to acquire
             the rights to the backup radar collision avoidance device and the
             residual marketing rights it had not previously acquired.

         Supplemental Cash Flow Information:

                                          2001        2000      1999
                                          ____        ____      ____
         Cash paid during year for:
             Interest                   $  59,628    $   -    $  55,205
             Taxes                      $       -    $   -    $       -

Note 14  Comparative Figures
         ___________________


         Certain of the comparative figures have been reclassified to conform
         with the current years' presentation.

<PAGE>

Sense Technologies Inc.
Notes to the Financial Statements
February 28, 2001, 2000 and 1999 - Page 11


Note 15  Segmented Information
         _____________________


         The company operates within one business segment, the manufacture of a
         back-up radar collision device for motor vehicles.  Revenues from S&S
         Distributing LLC represent 100% of the company's revenues for 2001,
         2000 and 1999.  The Company's geographic segments are as follows:

                                           2001        2000      1999
                             United                 United              United
                  Canada     States      Canada     States     Canada   States
                  ______     ______      ______     ______     ______   ______

Sales             $    -    $  66,633    $    -    $ 473,835   $   -   $ 573,880
Capital assets    $    -    $ 136,742    $    -    $  58,856


Note 16  Differences Between Canadian and United States Accounting Principles
         ____________________________________________________________________


         The financial statements have been prepared in accordance with
         accounting principles generally accepted in Canada which differ in
         certain respects with those principles and practices that the company
         would have followed had its financial statements been prepared in
         accordance with accounting principles and practices generally accepted
         in the United States.

         The company's accounting principles generally accepted in Canada differ
         from accounting principles generally accepted in the United States as
         follows:

         (a)  Deferred Development Costs

              Under accounting principles generally accepted in Canada
              ("Canadian GAAP"), development costs may be deferred and amortized
              to the extent they meet certain criteria.  Under accounting
              principles generally accepted in the US ("US GAAP") development
              costs must be expensed as incurred.  Therefore an additional
              development expense is required under US GAAP.

         (b)  Convertible Promissory Notes Payable

              Under Canadian GAAP, the component parts of the convertible
              promissory notes payable are classified as debt and equity in
              accordance with the economic substance of the convertible
              promissory note agreements.  Under US GAAP, APB No. 14 stipulates
              that no portion of the proceeds from the issuance of convertible
              debt securities should be accounted for as attributable to the
              conversion feature.  Accordingly, under US GAAP, the convertible
              promissory notes are accounted for as debt instruments.

         (c)  Earnings Per Share

              Under Canadian GAAP basic earnings per share is calculated using
              the weighted average number of shares outstanding during the year.
              Fully diluted earnings per share assumes that the outstanding
              warrants at the end of the year has been exercised at the
              beginning of the year.

<PAGE>

Sense Technologies Inc.
Notes to the Financial Statements
February 28, 2001, 2000 and 1999 - Page 12

Note 16  Differences Between Canadian and United States Accounting Principles
         ____________________________________________________________________
         - (cont'd)


         (c)  Earnings Per Share - (cont'd)

              Under US GAAP, the computation of basic earnings per share
              considers the weighted average number of shares outstanding during
              the year.  Diluted earnings per share reflects the potential
              dilution that will occur if securities or other contracts to issue
              common stock were exercised or converted in to common stock or
              resulted in the issuance of common stock that then shared in the
              earnings of the entity.  Shares held in escrow are excluded from
              the determination of basic earnings per share when the escrow
              release is performance based.

         (d)  Accounting for Income Taxes

              Under Statement of Financial Accounting Standards No. 109
              "Accounting for Income Taxes", deferred tax assets and liabilities
              are recognized for estimated future tax consequences attributable
              to differences between the financial statements carrying amount of
              existing assets and liabilities and their respective tax bases,
              measured using the provisions of enacted tax laws.  A deferred tax
              asset with respect to loss carry-forwards and timing differences
              would not be recognized and the recognition criteria for deferred
              tax assets have not been met.  Accordingly, the application of US
              GAAP does not result in a material difference from Canadian GAAP.

         (e)  Accounting for Stock-based Compensation

              The Company accounts for its share options under Canadian GAAP
              which requires no compensation expense be recognized because the
              exercise price of the stock options granted generally equals the
              fair value of the underlying stock on the date of the grant.
              Under SFAS-123, "Accounting for Stock-based Compensation"
              ("SFAS-123"), stock options are valued at the grant date using the
              Black-Scholes valuation model. Had compensation expense for the
              Company's share option plan been determined based on the Black-
              Scholes value at the grant dated, pro-forma loss and loss per
              share would have been as follows:

                                          2001           2000          1999
                                          ____           ____          ____
Net loss in accordance with
 US GAAP as reported (Note 16(g))     $(2,112,536)   $(1,335,985)   $(1,616,370)
Pro-forma adjustment for SFAS 123      (7,481,700)    (  357,600)    (  140,350)
                                       __________     __________     __________

Pro-forma net loss                    $(9,594,236)   $(1,693,585)   $(1,756,720)
                                       ==========     ==========     ==========

Pro-forma net loss per share          $(     1.66)   $(     0.33)   $(     0.41)
                                       ==========     ==========     ==========

<PAGE>

Sense Technologies Inc.
Notes to the Financial Statements
February 28, 2001, 2000 and 1999 - Page 13


Note 16  Differences Between Canadian and United States Accounting Principles
         ____________________________________________________________________
         - (cont'd)

         (e)  Accounting for Stock-based Compensation - (cont'd)

              The fair value for these options was estimated at the date of the
              grant using the following weighted average assumptions:

                                                   Years ended September 30,
                                                     2001     2000     1999
                                                     ____     ____     ____
         Volatility factor of expected
         market price of the Company's shares        118%      53%      38%

         Dividend yield                                0%       0%       0%

         Weighted average expected life of stock
         options                                     5 Yrs.   5 Yrs     5 Yrs.

         Risk-free interest rate                     6.5%     5.5%       5%


         (f)  Accounting for Impairment of Long-Lived Assets

              In March, 1996, Statement of Financial Accounting Standards No. 12
              "Accounting for Impairment of long-lived assets and for long-lived
              assets to be disposed of" was issued.  Certain long-lived assets
              held by the company must be reviewed for impairment whenever
              events or changes in circumstances indicate the carrying amount of
              an asset may not be recoverable.  Accordingly, the impairment loss
              is recognized in the period it is determined.  The company does
              not believe that the adoption of this accounting policy would have
              a material effect on its financial position or results of
              operations under US GAAP.


         (g)  License Fees

              Under Canadian GAAP, the basis for assets recognition of the
              license is the cost to acquire the license of $616,921.  Under US
              GAAP, because the acquisition of the license is with a related
              party (owner), the acquisition cost is the predecessor cost of
              $2,353,000.  Under US GAAP where the fair value of the license is
              less than predecessor cost, the difference is charged to expense.
              Accordingly, an expense of $1,754,125 for the year ended February
              28, 1998 and a corresponding increase in deficit is required under
              US GAAP.

<PAGE>

Sense Technologies Inc.
Notes to the Financial Statements
February 28, 2001, 2000 and 1999 - Page 14


Note 16  Differences Between Canadian and United States Accounting Principles
         ____________________________________________________________________
         - (cont'd)


         (h)  Promissory Note Receivable

              Under Canadian GAAP, the promissory note receivable is carried at
              cost when there is no impairment of value.  Under US GAAP, because
              the note receivable, which is supported by a pledge of shares of a
              company owed by the aforementioned stockholders, is due from
              significant stockholders and as there is no specific terms as to
              its collection, such advances are treated as an effective dividend
              or capital withdrawal. For US GAAP the promissory note receivable
              has been treated as a reduction in shareholders' equity of
              $936,014 as at February 28, 2001, $848,016 as at February 29, 2000
              and $882,063 as at February 8, 1999.

         (i)  Recent United States Accounting Pronouncement

              In June 1998, the Financial Accounting standards Board issued SFAS
              No. 133, "Accounting for Derivative Instruments and Hedging
              Activities," ("SFAS-133") which standardized the accounting for
              derivative instruments.  Unddr SFAS-133, the Company would be
              required to account for the option to convert into common shares
              separately as a component of equity.  SFAS-133 is effective for
              all fiscal quarters of all fiscal years beginning after June 15,
              1999 but was amended by SFAS 137 to all fiscal quarters of all
              fiscal years beginning after June 15, 2000.

         The impact of the above on the financial statements:

                                            2001          2000          1999
                                            ____          ____          ____
Net loss for the year
  per Canadian GAAP                     $(2,343,105)  $(1,566,554)  $(1,418,657)
Amortization of deferred
  development costs                         230,569       230,569       136,599
Deferred development costs                        -             -    (  334,312)
                                         __________    __________    __________

Net loss per US GAAP                    $(2,112,536)  $(1,335,985)  $(1,616,370)
                                         ==========    ==========    ==========

Basic loss per share US GAAP            $(     0.37)  $(     0.26)  $(     0.38)
                                         ==========    ==========    ==========

Weighted average number of shares
  outstanding per US GAAP                 5,779,093     5,068,860     4,283,724
                                         ==========    ==========    ==========

Total assets per Canadian GAAP          $ 4,787,165   $ 4,540,220   $ 3,518,421
Deferred development costs               (  555,109)   (  785,678)   (1,016,247)
Promissory note receivable treated as
  reduction in shareholders' equity      (  936,104)   (  848,016)   (  882,063)
                                         __________    __________    __________

Total assets per US GAAP                $ 3,295,952   $ 2,906,526   $ 1,620,111
                                         ==========    ==========    ==========

<PAGE>

Sense Technologies Inc.
Notes to the Financial Statements
February 28, 2001, 2000 and 1999 - Page 15

Note 16  Differences Between Canadian and United States Accounting Principles
         ____________________________________________________________________
         - (cont'd)

         The impact of the above on the financial statements:

                                            2001          2000          1999
                                            ____          ____          ____
Total liabilities per Canadian GAAP     $ 2,738,139   $   288,349   $   295,282
Equiy component of convertible
  promissory note payable                   124,738             -             -
                                         __________    __________    __________

Total liabilities per US GAAP           $ 2,862,877   $   288,349   $   295,284
                                         ==========    ==========    ==========

Deficit end of year per Canadian GAAP   $(6,966,231)  $(4,623,126)  $(3,056,572)
Deferred development costs               (  555,109)   (  785,678)   (1,016,247)
Write-down of license fees               (1,754,125)   (1,754,125)   (1,754,125)
Promissory note receivable               (  936,014)   (  848,016)   (  882,063)
                                         __________    __________    __________

Total Deficit per US GAAP              $(10,211,479)  $(8,010,945)  $(6,709,007)
                                        ===========    ==========    ==========

Shareholders' Equity Per
  Canadian GAAP                         $ 2,049,026   $ 4,251,871   $ 3,223,137
 Deduct:
  Deferred development costs             (  555,109)   (  785,678)   (1,016,247)
  Write-down of license fees             (1,754,125)   (1,754,125)   (1,754,125)
  Promissory note receivable             (  936,014)   (  848,016)   (  882,063)
  Equity component of convertible
    promissory note payable              (  124,738)            -             -
                                         __________    __________    __________

 Shareholders' Equity (Deficiency)
  per US GAAP                           $(1,320,960)  $   864,052   $(  492,298)
                                         ==========    ==========    ==========