SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended December 31, 1999

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                        Commission file number 333-87293

                              SENSE HOLDINGS, INC.
                          -----------------------------
                 (Name of Small Business Issuer in Its Charter)
         FLORIDA                                             82-0326560
         -------                                             ----------
         (State or Other Jurisdiction of                   (I.R.S. Employer
         Incorporation or Organization)                    Identification No.)

                              7300 WEST McNAB ROAD
                             TAMARAC, FLORIDA 33321
                         ------------------------------
               (Address of Principal Executive Offices)(Zip Code)

                                 (954) 726-1422
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

Securities  registered  under  Section 12(b) of the  Securities  Exchange Act of
1934:

         Title of Each Class          Name of Each Exchange on Which Registered

                  None                                  None

Securities  registered  under  Section 12(g) of the  Securities  Exchange Act of
1934:

                     COMMON STOCK, PAR VALUE $.10 PER SHARE
                     --------------------------------------
                                (Title of Class)

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

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

State registrant's revenues for the year ended December  31, 1999:  $49,192.

State the aggregate market value of the voting stock held by  non-affiliates  of
the  registrant  computed  by  reference  to the closing bid price of its Common
Stock as reported by the OTC Bulletin Board on April 4, 2000 ($1.50): $4,815,915

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares  outstanding of the  registrant's  Common Stock,  par value
$.10 per share (the "Common Stock"), as of March 31, 2000, was 6,072,142.

Transitional Small Business Disclosure Format (check one) Yes    No     X


                       DOCUMENTS INCORPORATED BY REFERENCE





<PAGE>



         This Annual Report Form 10-KSB  contains  "forward-looking  statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.  All statements,
other than  statements  of  historical  facts,  included in or  incorporated  by
reference into this Form 10-KSB, are  forward-looking  statements.  In addition,
when  used in this  document  the  words  "anticipate,"  "estimate,"  "intends,"
"project"  and similar  expressions  are  intended  to identify  forward-looking
statements.  These  forward-looking  statements  are  subject to certain  risks,
uncertainties   and   assumptions.   Should  one  or  more  of  these  risks  or
uncertainties  materialize,  or should  underlying  assumptions prove incorrect,
actual  results  may  vary  materially  from  those  anticipated,  estimated  or
projected.  Although the Company  believes that the  expectations  we include in
such forward-looking  statements are reasonable, we cannot assure you that these
expectations will prove to be correct.


                                     PART 1

ITEM 1.           DESCRIPTION OF BUSINESS

         Sense  Holdings,  Inc. is a Florida  corporation.  We design,  develop,
manufacture and sell products that use biometric technology to verify a person's
identity. Unique physical traits such as fingerprints, retina lines, voice waves
and palm  prints  are  known as  biometric  traits,  and  their  use to verify a
person's identity is known as biometric identification.

Corporate History

         We were organized in Idaho,  under the name Century Silver Mines, Inc.,
on February 5, 1968. Originally, we developed mining properties,  but by 1998 we
had ceased  those  operations  and sought an  operating  business  that we might
acquire.

         Sense  Technologies, Inc. was organized  under the laws of the State of
Florida on July 13,  1998.  Sense  Technologies  was  formed for the  purpose of
engaging  in  developing  and  marketing  biometric  devices for use in employee
identification and security-related products.

         In January  1999,  we acquired all of the  outstanding  shares of Sense
Technologies for a purchase price consisting of 4,026,700 of our shares,  issued
to the former shareholders of Sense  Technologies.  We now own and operate Sense
Technologies,   Inc.  as  our  wholly-owned  subsidiary.  At  the  time  of  the
acquisition,  Century Silver Mines had no operations and Sense  Technologies was
developing its proprietary biometric security systems. Immediately following the
acquisition,  the former  shareholders of Sense Technologies owned approximately
93% of our outstanding shares.

         At  the  time  of  the  acquisition,  the  principal  owners  of  Sense
Technologies  were Dore Scott  Perler and Andrew  Goldrich.  Dore Perler was its
president,  Andrew Goldrich was its secretary and treasurer,  and Messrs. Perler
and  Goldrich  were the  members of its board of  directors.  At the time of the
acquisition, the officers and directors of Century Silver Mines were John Branz,
Kirk Scott and  Barbara  Scott,  the mother of Kirk  Scott.  There were  288,300
outstanding  shares of Century Silver Mines owned by approximately  750 holders,
none of whom, to our knowledge, owned in excess of 5% of the outstanding shares.
However,  we  understand  that Kirk Scott,  Barbara  Scott and James Scott,  her
brother-in-law,  owned an  aggregate  of  approximately  29% of the  outstanding
shares of Century Silver Mines at the time of the acquisition.



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         In  January  1999,  we  reduced  the  shares  of our  stock  that  were
outstanding by combining each 7.74 shares that were outstanding, into one share.
All numbers of shares in this report reflect the January 1999 share combination.
In June 1999,  we changed our  corporate  domicile from Idaho to Florida and, in
connection with the domicile change, we changed our name to Sense Holdings, Inc.

Industry

         The use of unique  physical  traits to verify a persons'  identity,  is
known  as  "biometric"   identification.   Biometric   identification   includes
fingerprinting,  hand geometry, iris scanning,  signature verification and voice
analysis.  Biometric  technology has been used for decades in government and law
enforcement applications.  But, until recently, these systems were too expensive
to manufacture to make retail marketing realistic. With the introduction of more
powerful  computers and the development of more advanced software  applications,
biometric identification techniques can be adapted for commercial purposes on an
economically feasible basis.

         We believe that  fingerprint  identification  is far more  effective in
authenticating  employees' actual attendance at work than traditional time clock
verification.  By authenticating a person's identity,  biometric  identification
can  substantially  reduce  incidents of employee  fraud  inherent in the use of
other forms of employee  identification  and  attendance  verification,  such as
punch clocks.  We also believe that fingerprint  verification is less intrusive,
more widely  accepted  and more cost  effective  than other  available  forms of
biometric identification systems.

Products

         We currently have one biometric security  identification  system, which
we call  "CheckPoint  T/A(TM)".  CheckPoint  T/A(TM) has  hardware  and software
components  that identify an employee by comparing his or her fingerprint to the
fingerprint on file with the employer,  while gathering time and attendance data
each time the employee's  fingerprint is read. The user's fingerprint is scanned
by means of an optical  reader with  sensors  that scan and capture the image of
the  fingerprint.  The image is then  converted  into data that is stored in the
employer's computer database as a reference for comparison to the fingerprint of
the employee offered at the workplace. CheckPoint T/A(TM)'s functions include:

         o  authenticating  the  identity of  employees  when they arrive at and
            leave work;
         o  gathering data,  including the time each employee attends work;
         o  performing  calculations  based  on  the  data that is gathered, and
            exporting  this  information  electronically, to third-party payroll
            software, such as that provided by ADP, so  that  automated  payroll
            checks can be produced;
         o  granting access to locked buildings, offices or other secured areas;
            and
         o  producing logs and reports related to the foregoing.

         We have  completed  the  production  of pilot  versions  of  CheckPoint
T/A(TM), and have built and shipped 15 prototypes that are being field tested by
a limited group of select customers.  We commenced delivery of these products in
the third quarter of fiscal 1999 and began generating  revenues from those sales
in the fourth  quarter.  We also have firm orders for an  additional 30 systems.
These  systems  are  scheduled  for  shipment in the first  quarter of 2000.  We
recently  completed  development  of a second  generation  product,  and  expect
revenues  from those product sales during the first half of fiscal year 2000. We
also expect that  enhancements to our second  generation  product will support a
larger database, and enable us to



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<PAGE>



market  CheckPoint  T/A(TM) to larger  companies,  resulting in a greater profit
margin to us. We  anticipate  that  enhanced  versions  of our  product  will be
available for shipment during the first half of fiscal 2000.

         We are also developing a modified version of CheckPoint  T/A(TM), to be
known  as  CheckPoint  A/C(TM).  CheckPoint  A/C(TM)  will  incorporate  "access
control"  functions into our CheckPoint  T/A(TM)  system.  These  functions will
provide user access to  buildings,  offices and other secure  areas,  based upon
authentication of the user's fingerprint.  The program can incorporate different
levels of security to permit access to places based upon the level of the user's
security clearance.

         To  date,  we   have   developed   a  CheckPoint  T/A(TM)  system  that
incorporates access control for single door access. We are currently  developing
software application infrastructure that will enable a single CheckPoint T/A(TM)
system to control access to multiple  locations.  We intend to market CheckPoint
A/C(TM) at a higher price than CheckPoint  T/A(TM), to provide for the increased
level of technology and functionality provided by CheckPoint T/A(TM) .

Product Development, Manufacturing and Assembly

         A CheckPoint T/A(TM) system consists of an optical  fingerprint scanner
with sensors, a custom-built  Pentium-based  computer with VGA color display and
our proprietary software.

         The software  portion of CheckPoint  T/A(TM) has been  developed by our
in-house computer  programmers and software  engineers.  The source code for the
software is our proprietary  property.  This software enables CheckPoint T/A(TM)
to gather,  filter and sort data,  generate  reports  from the data and  compute
payroll information for transmission to third party payroll services.

         We  obtain  most of the  hardware  components  for  CheckPoint  T/A(TM)
off-the-shelf,  from various vendors.  However,  certain hardware components are
designed  to our  specifications  and  manufactured  exclusively  for us by Test
Systems Engineering.

         We  have   entered  into  a  strategic   alliance   with  Test  Systems
Engineering.  Test Systems  Engineering  will design,  engineer,  configure  and
assemble the hardware components of CheckPoint T/A(TM), in consultation with us,
and to our specifications. All product testing and assembly will be performed at
Test Systems Engineering's facilities, in order to maintain quality control. Our
agreement with Test Systems Engineering terminates on December 31, 2005, but, as
long as we remain in compliance  with our  obligations  under the agreement,  it
will be automatically  renewed for consecutive one year terms. For its services,
Test Systems Engineering  receives a fee payable at the rate of $75 per hour. We
are  dependent  on Test  Systems  Engineering  for  its  services  in  producing
CheckPoint T/A(TM).

         We have entered into a license  agreement with SAC  Technologies,  Inc.
Under  this  agreement,  we  have  the  non-exclusive  right  to  include  SAC's
technology  in our  identification  systems.  This  technology  consists  of the
optical  fingerprint  scanner with sensors and related  software that converts a
fingerprint image into data that is stored in CheckPoint T/A(TM)'s database.  We
have agreed to pay SAC a one time  license fee of $100,000  for the right to use
its technology and manufacture and market CheckPoint  T/A(TM) under our name. We
also agreed to pay royalties to SAC of $50 per system sold,  with annual minimum
royalties  of $50,000.  We have paid SAC $37,500 and must pay the balance to SAC
in three quarterly payments. Our agreement with SAC continues until December 21,
2002,  but as long as we are not in  default  of our  obligations,  the  license
agreement will be renewed annually provided that we increase our purchases from



                                        4

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SAC by at least 20% over the preceding year.

         We have been  advised  that,  for reasons  unrelated  to us, SAC is not
currently able to deliver  products to us, as contemplated by our agreement with
SAC. While we have  participated  in  discussions  with SAC, at this time we are
unable to determine when or if SAC will be in a position to deliver  products we
have ordered.  We desire to continue our relationship  with SAC and have not yet
determined what, if any, action we will take against SAC,  including  whether we
will seek to recover amounts we previously paid to SAC.

         In light of SAC's  inability to deliver  product to us at this time, we
have  identified  technology  that  serves  as a  viable  alternative  to  SAC's
technology,  as well as a source  from whom we can obtain such  technology.  The
alternative technology is silicon-based, rather than the optical technology used
by  SAC.  The  silicon-based  technology  is used in  conjunction  with  related
software,  as well as our own  software  that  interfaces  between  the  silicon
product and our CheckPoint  T/A(TM) system.  We currently  purchase the silicon-
based  technology from a provider located in Melbourne,  Florida,  on a purchase
order  basis.  We  believe  that this  supplier  is able to  provide us with our
foreseeable  requirements for these silicon-based  products;  however, we do not
currently have a written contract with the supplier.

         We do not  anticipate  that we will  experience  any material  delay in
delivering  our products as a result of the shift from optical to  silicon-based
technology.

         We have entered into an agreement with  Integrated  Design,  Inc. under
which  Integrated  Design has agreed to develop a software program to enable the
payroll data produced by  CheckPoint  T/A(TM) to be  transferred  to third party
payroll services such as ADP and Paychex. We have agreed to license the software
from Integrated Design and pay license fees aggregating at least $100,000 during
the first  two years of the  agreement.  We have also  agreed to pay  Integrated
Design a $10,000  software  development fee. The agreement is for a term of five
years,  with five year renewal terms,  but may be canceled by either party on 90
days written  notice.  The agreement also provides us access to the software and
allows us to continue to use Integrated  Design's software in the event of their
dissolution, bankruptcy or similar events.

         From our  inception  in July 1998 through  December  31, 1999,  we have
spent $218,520 on research and development activities.

Sales and Marketing

         We intend to market CheckPoint  T/A(TM) systems for base prices ranging
from $5,995 to $7,995,  depending on the number of employees who will be tracked
on  the  system.  Expansion  modules  can  be  added  in  one  hundred  employee
increments,  for $495. We will also offer software  updates and on-site  service
contracts for additional fees.

         Initially,  we will  market  CheckPoint  T/A(TM) to  manufacturers  and
retailers  with at least 15 employees.  We plan to sell  CheckPoint  T/A(TM) and
future products through an in-house sales force who will use telemarketing  lead
generation,  direct marketing  programs,  trade show  participation,  and local,
regional  and national  advertising  campaigns  to generate  sales.  We are also
evaluating  whether  our  biometric  technology  can be used to  conduct  secure
commerce over the Internet.

         We have also engaged  independent sales  representatives  to market our
products in the Atlanta,  New York, Miami and Los Angeles markets.  We intend to
engage sales representatives to cover additional


                                        5

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territories over the next 12 months. Initially, we intend to seek penetration of
the retail merchandise,  home and business security, food processing facilities,
textile  manufacturing and trucking and transport  distribution  markets through
the  services of these  representatives.  Sales  representatives  are  generally
compensated by a commission based upon the sales prices of systems sold by them.

Intellectual Property

         We have developed our own software and we claim common law ownership of
our software.  We may also seek  copyright  protection for our software with the
United States Patent and Trademark  Office,  and are  investigating  whether our
CheckPoint  T/A(TM)  system  configuration  of hardware  and software may be the
subject of a successful patent application.

         Whether or not we obtain formal  protection for our software,  hardware
or CheckPoint  T/A(TM)  system,  we intend to  vigorously  protect our ownership
rights.  However,  protection  of  our  rights  will  not  prevent  others  from
developing similar technology on their own or developing other products that may
be used for purposes  similar to ours. If these events occur,  others may become
our  competitors  and our financial  condition and the results of our operations
may be adversely affected.

Competition

         We do  not  believe  that  intense  competition  currently  exists  for
biometric  security systems for use in the private sector.  However,  the demand
for more  reliable  security  systems  is high  and we  expect  that  additional
competition will develop as others develop technologies for applications similar
to ours.  Our  ability  to compete  successfully  will  depend on many  factors,
including  our ability to adapt to changing  technologies  and meet the needs of
the marketplace on a price competitive and timely basis.

         Competition  may  come  from  companies  using  biometric   fingerprint
technology,  as well as from  companies  using  other  biometric  identification
methods.  Competitors  also include  companies  marketing  traditional  forms of
employee verification and attendance products, including time clocks, ID badges,
passwords  and PIN  numbers.  Competition  is likely to include  companies  with
longer  operating  histories and greater  financial and other  resources than we
have.

         We believe that we can effectively compete in our industry because:

         o biometric identification is more reliable than traditional employment
           verification  methods;
         o fingerprint  identification  is  less costly and more recognized than
           other currently available forms of biometric identification;
         o CheckPoint  T/A(TM)  uses   biometric   technology,  tracks  employee
           attendance  and  performs payroll functions not available through the
           use of currently available competitive products;
         o biometric  identification  does  not  use ID badges,  passwords , PIN
           numbers  or  other  devices  that  have  historically been misused by
           employees to the detriment of employers; and
         o CheckPoint T/A(TM) has  other  security-related applications, such as
           limiting access to secure areas only to personnel  who are authorized
           and whose identity can be verified.

Our inability to compete successfully will have a material adverse effect on our
financial condition and results of our operations.




                                        6

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Employees

         We currently employ nine people,  six of whom are full-time  employees,
in the  following  capacities:  three  executive  officers,  one  administrative
employee, three sales and marketing personnel and two programmers. Our employees
are not represented by a collective  bargaining  unit. We believe that relations
with our employees are good.

ITEM 2.           DESCRIPTION OF PROPERTIES

         We currently lease  approximately  1,300 square feet of office space at
our Tamarac, Florida headquarters.  The lease is with an unaffiliated party. Our
monthly lease payments range from approximately  $1,166 to $1,285 over the lease
term.  The lease  expires  in July 2002 and  provides  that we may not assign or
sublet  the  premises  without  the  landlord's  prior  written  consent.  These
facilities  are  suitable  and  adequate  for our current  needs.  We  currently
maintain  commercial  general  liability  and property  insurance  coverage with
policy limits of $1,000,000  and  $125,000,  respectively.  We may increase this
coverage to the extent business growth dictates.

ITEM 3.           LEGAL PROCEEDINGS

         We are not a party to any material legal proceeding, nor are any of our
officers, directors or affiliates a party adverse to us in any legal proceeding.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

         Not Applicable.


                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED  SHAREHOLDER MATTERS

         Our shares of common stock are currently traded on the Over-the-Counter
Bulletin Board under the symbol "SEHO" (previously CTSMD). Prior to February 28,
2000, our shares were listed on the National  Quotation  Bureau's "Pink Sheets".
There is  currently a limited  trading  market for our shares and we do not know
whether an active market will develop.  The reported high and low bid prices for
the  common  stock are  shown  below for the  period  from July 1, 1997  through
December 31, 1999.  An "*"  indicates  that no trades were  reported  during the
quarter.  The quotations,  which were provided by the research department of the
Nasdaq Stock Market, Inc., reflect inter-dealer prices,  without retail mark-up,
mark-down or commission, and may not represent actual transactions.

Period                                      High                     Low

Fourth Quarter ended 12/31/97                 *                       *

First Quarter ended 3/31/98               $.09375                  $.0625
Second Quarter ended 6/30/98                  *                       *
Third Quarter ended 9/30/98                   *                       *



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Fourth Quarter ended 12/31/98                 *                        *

First Quarter ended 3/31/99               $3.50                    $1.00
Second Quarter ended 6/30/99              $1.00                     $.75
Third Quarter ended 9/30/99                   *                        *
Fourth Quarter ended 12/31/99             $1.00                    $1.00

         Our common stock is owned of record by  approximately  800 holders.  We
have never paid cash  dividends  on our common  stock.  We intend to keep future
earnings,  if any,  to finance  the  expansion  of our  business,  and we do not
anticipate that any cash dividends will be paid in the foreseeable  future.  Our
future payment of dividends will depend on our earnings,  capital  requirements,
expansion plans, financial condition and other relevant factors.

         There are currently  6,072,142 shares of our common stock  outstanding.
Of these  shares,  1,973,755  shares are freely  tradeable  and  the  balance of
4,098,387 shares are restricted and may be sold only if a registration statement
covering  those shares is in effect or if there is an available  exemption  from
registration.  In May 2000,  approximately 4,000,000 restricted shares issued in
January 1999 will become  available for sale under Rule 144. If we do not have a
substantial  market for our shares,  a  significant  number of shares being sold
could  greatly  affect the market and cause a decline in the price of our common
stock.  Moreover,  historic market prices may not be indicative of the prices at
which our shares can be bought or sold.

         The Securities and Exchange  Commission has adopted  regulations  which
generally  define a "penny  stock" to be any equity  security  that has a market
price of less than $5.00 per share, subject to certain exceptions.  Depending on
market fluctuations, our common stock could be considered to be a "penny stock".
A penny  stock is  subject  to  rules  that  impose  additional  sales  practice
requirements on  broker/dealers  who sell these securities to persons other than
established  customers and accredited  investors.  For  transactions  covered by
these rules, the broker-dealer must make a special suitability determination for
the purchase of these  securities.  In addition he must receive the  purchaser's
written consent to the transaction  prior to the purchase.  He must also provide
certain written  disclosures to the purchaser.  Consequently,  the "penny stock"
rules may restrict the ability of broker/dealers to sell our securities, and may
negatively affect the ability of holders of shares of our common stock to resell
them.

ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following  discussion  and analysis  should be read in  conjunction
with the financial  statements  of the Company and the notes  thereto  appearing
elsewhere.

Results of Operations - July 13, 1998 (Inception) - December 31, 1998

         We generated no revenues  during the period from our inception  through
December  31,  1998.  Operating  expenses  were  $174,629  for the period  ended
December 31, 1998. These expenses consisted mainly of general and administrative
expenses of $99,611  primarily  attributable to salaries,  advertising  costs of
approximately $14,000,  professional fees of approximately $30,000, and research
and development expenses of $71,510, consisting of software purchased for use in
the production of security systems.



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Results of Operations - January 1, 1999 - December 31, 1999 (Audited)

         For the year ended December 31, 1999, we generated revenues of $49,192.
The cost of goods sold was $35,496  resulting  in a gross  profit of $13,716 for
the year  end  period.  Operating  expenses  were  $719,715  for the year  ended
December 31, 1999. These expenses consisted mainly of general and administrative
expenses of $300,088  primarily  attributable to salaries and professional fees,
non-cash compensation expenses of $260,000 and research and development expenses
of  $147,010  consisting  of software  purchased  for use in the  production  of
security systems. The significant increase in our operating expenses during 1999
reflect our full year of operations,  the  commencement of payments of officers'
salaries  and  salary  payments  for a larger  technical  staff,  and  legal and
accounting fees relating to this registration statement.

Liquidity, Capital Resources and Plan of Operations

         We have  financed  our growth  and cash  requirements  through  capital
contributions  from existing  shareholders.  We do not currently have any credit
facilities from financial  institutions or private lenders.  We do not currently
have any material commitments for capital expenditures.

         Cash used in operations  for the period from July 13, 1998  (inception)
to December 31, 1999 was approximately  $625,000  attributable  primarily to the
net loss of approximately  $880,000 offset by non-cash compensation of $260,000,
increases in accounts  receivable of $59,000,  increases in inventory of $10,000
and increases in prepaid and other current  assets of $3,000 offset by increases
in  accounts  payable and accrued  expenses of $66,000.  Cash used in  investing
activities was approximately  $14,000 which was for the purchase of property and
equipment.   Cash  provided  by  financing  activities  during  the  period  was
approximately  $893,000  from the sale of common  stock of $698,000  and capital
contributions  of  $200,000  offset by loans to  shareholders  of  approximately
$5,000. Total cash increased by approximately $254,000 during the period.

         Since our inception,  we have been engaged in research and  development
activities  relating to our first generation of biometric security products.  We
commenced  delivery of these  products  in the third  quarter of fiscal 1999 and
began  generating  revenues from those sales in the fourth quarter.  We recently
completed  development of a second generation product,  and expect revenues from
those  product  sales during the first half of fiscal year 2000.  We also expect
that  enhancements  to our  second  generation  product  will  support  a larger
database,  and  enable  us to  market  CheckPoint  T/A(TM) to larger  companies,
resulting in a greater profit margin to us. We anticipate that enhanced versions
of our product  will be available  for shipment  during the first half of fiscal
2000.

         Based upon purchase orders we have received, anticipated future product
sales and cash on hand,  we do not  believe  that we will be  required  to raise
additional  capital in order to meet our cash flow  needs  over the next  twelve
months.  However,  in order to remain  competitive in the  marketplace,  we must
develop new  products  and enhance our existing  products.  Should  revenues not
reach projected levels or should  unforeseen events arise, we may be required to
secure  additional  funds to meet our operating  needs sooner than  anticipated.
Additional funding may not be available to us on acceptable terms.



                                       9
<PAGE>
Year 2000 Compliance

         Many currently  installed  computer  systems and software  products are
coded to accept  only  two-digit  entries  to  represent  years in the date code
field.  Computer systems and products that do not accept four-digit year entries
will need to be  upgraded  or  replaced  to accept  four-digit  year  entries to
distinguish years beginning with 2000 from prior years.

         We have completed the process of becoming  compliant with the Year 2000
requirements at an approximate cost of $2,000. Compliance includes all phases of
our information technology and non-information  technology.  In order to address
Year 2000 concerns,  we developed  CheckPoint  T/A(TM) to accept four digit year
coding.  All computer systems that we use for product  development,  testing and
other purposes have been tested to assure Year 2000 compliance,  and any failing
systems were updated or replaced, and retested. Included in this process are our
basic input output systems,  also known as BIOS, which control the time and date
functions of our products'  hardware  systems.  Our BIOS are  supplemented  by a
back-up,  real time clock, which confirms that the BIOS function  properly,  and
makes adjustments as are necessary.

         As discussed  elsewhere in this report, we have material  relationships
with various third  parties,  including  SAC  Technologies,  Inc.,  Test Systems
Engineering  and  Integrated  Design,  Inc.  We have  contacted  each  of  these
third-parties and confirmed that their computer systems are Year 2000 compliant.
We have been advised by Integrated Design that the computer systems of the major
third-party  payroll  service  providers  which  interfaces  with  the  software
developed for us by Integrated Design, are also Year 2000 compliant.

         Neither Sense Holdings nor any third parties with whom we have material
relationships,  suffered any significant adverse consequences resulting from the
transition to Year 2000. However, it is possible that companies including us and
our third-party contractors, will suffer adverse Year 2000 consequences over the
near term. In order to minimize  potential  adverse effects,  we have designated
experienced  personnel and consultants to identify,  correct, test and implement
solutions to Year 2000 problems,  if and when they arise.  In addition,  we have
purchased excess inventory of products and components,  in the event that future
Year  2000  consequences  causes  delays  in our  ability  to  obtain  component
supplies.  We  have  also  identified  alternate  suppliers  of  non-proprietary
components  that we may  approach  should our  inventory of  components  outlast
third-party  vendors'  Year 2000  problems.  We have not  established  any other
contingency  plan to address Year 2000 issues  should they arise,  and we do not
intend to do so.


ITEM 7.           FINANCIAL STATEMENTS

         See  "Index  to  Financial  Statements"  for the  financial  statements
included in this Form 10-KSB.

                                       10
<PAGE>

                       SENSE HOLDINGS, INC. AND SUBSIDIARY

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Independent Auditors' Report.................................................F-2

Consolidated Balance Sheet...................................................F-3

Consolidated Statements of Operations........................................F-4

Consolidated Statements of Stockholders' (Deficit) Equity....................F-5

Consolidated Statements of Cash Flows........................................F-6

Notes to Consolidated Financial Statements............................F-7 - F-11



















                                      F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Sense Holdings, Inc. and Subsidiary
Tamarac, Florida

         We have audited the  accompanying  consolidated  balance sheet of Sense
Holdings,  Inc.  and  Subsidiary  as of  December  31,  1999,  and  the  related
consolidated statements of operations,  stockholders' (deficit) equity, and cash
flows for the period July 13, 1998 (Inception) through December 31, 1998 and for
the  year  ended  December  31,  1999.   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 audit.

         We conducted our audit in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining on a test basis,  evidence supporting
the amount 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.
We believe that our audit provides a reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present  fairly,  in all  material  respects,  the  financial  position of Sense
Holdings,  Inc. and  Subsidiary as of December 31, 1999,  and the results of its
operations and its cash flows for the period July 13, 1998  (Inception)  through
December 31, 1998 and for the year ended  December 31, 1999, in conformity  with
generally accepted accounting principles.

                                          /s/ Feldman Sherb Horowitz & Co., P.C.
                                              Feldman Sherb Horowitz & Co., P.C.
                                              Certified Public Accountants

New York, New York
February 21, 2000

                                       F-2


<PAGE>
                       SENSE HOLDINGS, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 1999

                                     ASSETS

CURRENT ASSETS:

  Cash                                                    $ 254,317
  Accounts receivable                                        59,795
  Inventory                                                  10,345
  Loans receivable - shareholders                             4,900
  Prepaid expenses                                           37,500
  Other current assets                                        2,892
                                                           ---------
TOTAL CURRENT ASSETS                                        369,749

PROPERTY AND EQUIPMENT, net                                  11,010
                                                           ---------
                                                          $ 380,759
                                                           =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses                     $  65,654
                                                           ---------
TOTAL CURRENT LIABILITIES                                    65,654
                                                           ---------

STOCKHOLDERS' EQUITY:
Common stock, $.10 par value,
  10,000,000 shares authorized;
  6,072,142 shares issued and outstanding                   607,214
Additional paid-in capital                                  550,619
Accumulated deficit                                        (842,728)
                                                           ---------
TOTAL STOCKHOLDERS' EQUITY                                  277,605
                                                           ---------
                                                          $ 380,759
                                                           =========










                 See notes to consolidated financial statements

                                       F-3
<PAGE>
                       SENSE HOLDINGS, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                  Year         From July 13,
                                                 Ended       1998 (Inception)
                                              December 31,    to December 31,
                                                  1999            1998
                                               -----------   ----------------


SALES                                       $      49,192    $        --

COST OF GOODS SOLD                                 35,476             --
                                               -----------    ---------------

GROSS PROFIT                                       13,716             --
                                               -----------    ---------------

OPERATING EXPENSES:

   Depreciation                                     1,927            858
   Rent                                            10,290          2,650
   Research and development                       147,010         71,510
   Non-cash compensation                          260,000             --
   General and administrative                     262,588         99,611
                                               -----------    ---------------
                                                  681,815        174,629
                                               -----------    ---------------

NET LOSS                                    $    (668,099)    $ (174,629)
                                               ===========    ===============


NET LOSS PER COMMON SHARE                   $     (0.14)      $    0.04
                                               ===========    ===============

WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING                    4,759,456      4,315,000
                                               ===========    ===============











                 See notes to consolidated financial statements

                                       F-4
<PAGE>
                        SENSE HOLDINGS, INC. AND SUBSIDIARY

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
<TABLE>
<CAPTION>


                                              Common Stock
                                       ------------------------    Additional                       Total
                                        Number of                   Paid-in       Accumulated    Stockholders'
                                          Shares        Amount      Capital        Deficit     (Deficit) Equity
                                       ---------     ----------    -----------    -----------   ---------------
<S>                                      <C>        <C>           <C>            <C>          <C>

Balance, July 13, 1998 (Inception)       288,708    $    28,871   $ (28,871)     $    --      $        --

Capital contribution                        --             --        58,583           --              58,583

Net loss                                    --             --             --       (174,629)        (174,629)
                                       ---------     ----------    -----------    -----------   ---------------

Balance, December 31, 1998               288,708         28,871         29,712     (174,629)        (116,046)

Issuance of common stock pursuant
to share exchange agreement            4,026,700        402,670       (402,670)          --             --

Capital contribution                        --             --          141,200           --          141,200

Cancellation of common stock             (50,000)        (5,000)         5,000           --             --

Issuance of Common Stock               1,266,734        126,673        571,377           --          698,050

Issuance of Common Stock
for services rendered                    540,000         54,000        206,000           --          260,000

Net loss                                    --             --             --         (668,099)      (705,599)
                                       ---------     ----------    -----------    -----------   ---------------

Balance, December 31, 1999             6,072,142    $   607,214    $   550,619    $  (880,228)$      277,605
                                       =========     ==========    ===========    ===========   ===============

</TABLE>

                 See notes to consolidated financial statements.

                                       F-5
<PAGE>

                      SENSE HOLDINGS, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        Year     From July 13,
                                                       Ended    1998 (Inception)
                                                    December 31, to December 31,
                                                        1999         1998

                                                      ---------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                             $(668,099)   $(174,629)
                                                      ---------    ---------
Adjustments to reconcile net loss to net
 cash used in operations:
  Depreciation                                           1,927          858
  Non-cash compensation                                260,000           --

Changes in assets and liabilities:
  Increase in accounts receivable                      (59,795)          --
  Increase in inventory                                (10,345)          --
  Increase in prepaid expenses                         (37,500)          --
  Increase in other current assets                      (1,258)      (1,634)
  Increase in accounts payable and accrued expenses     36,730       28,924
                                                      ---------    ---------
Total adjustments                                      189,759       28,148
                                                      ---------    ---------
NET CASH USED IN OPERATIONS                           (478,340)    (146,481)
                                                      ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                  (4,340)      (9,455)
                                                      ---------    ---------
NET CASH FLOWS USED IN INVESTING ACTIVITIES             (4,340)      (9,455)
                                                      ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from sale of common stock to be issued     (110,500)     110,500
  Loans to shareholders                                 (4,900)          --
  Proceeds from the sale of common stock               698,050           --
  Capital contribution                                 141,200       58,583
                                                      ---------    ---------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES        723,850      169,083
                                                      ---------    ---------

NET INCREASE IN CASH                                   241,170       13,147

CASH - beginning of period                              13,147           --
                                                      ---------    ---------
CASH - end of period                                 $ 254,317    $  13,147
                                                      =========    =========






                 See notes to consolidated financial statements

                                       F-6
<PAGE>

                       SENSE HOLDINGS, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          YEAR ENDED DECEMBER 31, 1999

Sense Technologies, Inc.("Sense")was formed on July 13, 1998 to design, develop,
manufacture and sell biometric security identification systems.

On January 19, 1999, Sense was acquired by Century Silver Mines,  Inc.  ("CSM"),
an Idaho  corporation,  for 4,026,700 shares of CSM stock (the "Exchange").  The
Exchange was  completed  pursuant to the  Agreement  and Plan of  Reorganization
between  Sense  and CSM.  The  Exchange  has  been  accounted  for as a  reverse
acquisition  under the purchase method for business  combinations.  Accordingly,
the combination of the two companies is recorded as a recapitalization of Sense,
pursuant to which Sense is treated as the  continuing  entity.  In August  1999,
pursuant  to the  approval  of the Board of  Directors  of CSM,  the name of the
company changed to Sense Holdings, Inc. (the "Company").

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         A.       PRINCIPLES OF CONSOLIDATION - The financial statements include
                  the accounts of the Company and its  wholly-owned  subsidiary.
                  All material intercompany transactions have been eliminated.

         B.       REVENUE RECOGNITION - The Company recognizes revenues as units
                  of its product are shipped to its customers.

         C.       EQUIPMENT  -  Equipment  is carried at cost.  Depreciation  is
                  computed  using the  straight-line  method over the  estimated
                  useful lives of the various assets.

         D.       INVENTORIES -  Inventories  are stated at the lower of average
                  cost or market.

         E.       INCOME TAXES - Income taxes are accounted for under  Statement
                  of Financial  Accounting  Standards No. 109,  "Accounting  for
                  Income  Taxes," which is an asset and liability  approach that
                  requires   the   recognition   of  deferred   tax  assets  and
                  liabilities for the expected future tax consequences of events
                  that  have  been   recognized  in  the   Company's   financial
                  statements or tax returns.

         F.       FAIR VALUE OF FINANCIAL  INSTRUMENTS  - The  carrying  amounts
                  reported  in the  balance  sheet  for cash,  receivables,  and
                  accounts payable  approximate their fair market value based on
                  the short-term maturity of these instruments.

         G.       ESTIMATES  -  The  preparation  of  financial   statements  in
                  conformity  with  generally  accepted  accounting   principles
                  requires  management to make  estimates and  assumptions  that
                  affect the  reported  amounts of assets  and  liabilities  and
                  disclosure of contingent assets and liabilities at the date of
                  the financial  statements and the reported  amounts of revenue
                  and expenses during the reporting period. Actual results

                                       F-7


<PAGE>



                  could differ from those estimates.

         H.       IMPAIRMENT  OF  LONG-LIVED   ASSETS  -  The  Company   reviews
                  long-lived  assets for impairment  whenever  circumstances and
                  situations  change such that there is an  indication  that the
                  carrying  amounts may not be recovered.  At December 31, 1999,
                  the Company  believes that there has been no impairment of its
                  long-lived assets except the license agreement (see note 1 L).

         I.       COMPREHENSIVE  INCOME - The Company has adopted  Statement  of
                  Financial  Accounting Standards No. 130 ("SFAS 130) "Reporting
                  Comprehensive  Income".  Comprehensive  income is comprised of
                  net loss and all changes to the  statements  of  stockholders'
                  equity,  except  those  due to  investments  by  stockholders,
                  changes in paid-in capital and  distribution to  stockholders.
                  For the period ended  December 31, 1998 and 1999,  the Company
                  had deemed comprehensive income to be negligible.

         J.       RESEARCH AND DEVELOPMENT - Research and development  costs are
                  expensed as incurred.  These costs primarily  consists of fees
                  paid for the development of the Company's  software.  Research
                  and  development  costs for the period ended December 31, 1998
                  and for  the  year  ended  1999  were  $71,510  and  $147,010,
                  respectively.

         K.       STOCK  BASED  COMPENSATION  - The Company  accounts  for stock
                  transactions  in accordance  with APB No. 25,  "Accounting for
                  Stock Issued to  Employees."  In accordance  with Statement of
                  Financial   Accounting   Standards   No.  123  ("SFAS   123"),
                  "Accounting for Stock-Based Compensation," the Company adopted
                  the pro forma disclosure requirements of SFAS 123.

         L.       LICENSING  AGREEMENTS  -  Licensing  agreements  are stated at
                  cost, less accumulated amortization.  Amortization is computed
                  using the  straight-line  method over an estimated life of ten
                  years  based upon  management's  expectations  relating to the
                  life  of  the  technology  and  current   competitive   market
                  conditions.  The estimated life is reevaluated each year based
                  upon  changes  in these  factors.

         M.       EARNINGS PER SHARE - The Company has adopted the provisions of
                  Financial  Accounting Standards No. 128, "Earnings Per Share".
                  Basic  net loss per  share  is based on the  weighted  average
                  number of shares outstanding. Potential common shares included
                  in  the   computation  are  not  presented  in  the  financial
                  statements as their effect would be anti-dilutive.

2.       EQUIPMENT

         Equipment is as follows:

         Computer equipment                           $         13,795
         Less: Accumulated depreciation                          2,785
                                                             ---------
                                                      $         11,010
                                                             =========


                                       F-8


<PAGE>



3.       COMMITMENTS

         A.    RENT -  The  Company  leases office space under operating  leases
               commencing September 1999. The lease expires July 2002.

                  Minimum rental commitments are as follows:

         2000                          $  13,400
         2001                          $  14,340
         2002                          $   8,489


         B.    LICENSE   AGREEMENT  -  The  Company  entered  into  a  licensing
               agreement  with  a  software  development  company.   Under  this
               agreement,  the  Company  has  exclusive  rights to  include  the
               software company's technology in its identification  systems. The
               Company  has  agreed  to pay  $100,000  for the right to use this
               technology.  The Company has also agreed to pay  royalties of $50
               per system sold, with annual minimum royalties of $50,000.  As of
               December  31,  1999,  the Company has paid  $37,500.  The Company
               terminated its agreement and does not intend to pay the remaining
               balance.

         C.    EMPLOYMENT AGREEMENTS - In  March  1999  the Company entered into
               one-year  employment  agreements with three  officers.  The total
               commitment  to the Company for these  agreements  will  aggregate
               $200,200.

4.       INCOME TAXES

          The Company  accounts  for  income  taxes under Statement of Financial
          Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No.
          109").  SFAS No. 109 requires the  recognition  of deferred tax assets
          and liabilities  for both the expected  impact of differences  between
          the financial statements and tax basis of assets and liabilities,  and
          for the  expected  future tax benefit to be derived  from tax loss and
          tax credit  carryforwards.  SFAS No.  109  additionally  requires  the
          establishment  of a valuation  allowance to reflect the  likelihood of
          realization of deferred tax assets.

          The provision  (benefit)  for income  taxes  differs  from the amounts
          computed by applying the statutory  federal  income tax rate to income
          (loss) before  provision for income taxes,  the  reconciliation  is as
          follows:

                                       F-9


<PAGE>

                                                        For the Period
                                       Year Ended        July 31, 1998
                                       December 31,   (Inception) through
                                          1999         December 31, 1998
                                      ------------   -------------------
Taxes benefit computed at
statutory rate                     $   (289,000)      $    (69,000)
Permanent differences                   104,000                  -
Income tax benefit not utilized         185,000             69,000
                                      ------------        ---------
Net income tax benefit             $          -       $          -
                                      ============        =========

         The Company has a net  operating  loss  carryforward  for tax  purposes
         totaling  approximately  $897,000 at December 31, 1999 expiring through
         the year 2014.

         Listed below are the tax effects of the items  related to the Company's
         net tax liability:

         Tax benefit of net operating
         loss carryforward                      $ 254,000
         Valuation Allowance                     (254,000)
                                                 ---------
Net deferred tax asset recorded                 $       -
                                                 =========

5.       STOCKHOLDERS' EQUITY

         COMMON STOCK

         On January  15, 1999 the Company  declared a 1 for 7.74  reverse  stock
         split.  The financial  statements  for all periods  presented have been
         retroactively adjusted for the stock split.

         On January 19,  1999,  the Company  issued  4,026,700  shares of common
         stock to former shareholders of Sense Technologies, Inc., in connection
         with the  Company's  acquisition  of all of the issued and  outstanding
         shares of Sense  Technologies,  Inc. The Company also  received cash of
         $141,200 relating to the acquisition.

         In January 1999,  the Company  issued an aggregate of 290,000 shares of
         common  stock to various  consultants,  in  consideration  of  services
         rendered to the  Company.  Such shares were valued at an  aggregate  of
         $72,500 or $.25 per share.  Such  issuance  was  recorded  as  non-cash
         compensation expense.

         In March 1999,  the Company  issued an aggregate  of 240,000  shares of
         common stock to various people, for an aggregate of $60,000 or $.25 per
         share.

         In June 1999,  the  Company  issued  25,000  shares of common  stock to
         various  consultants,  in  consideration  of  services  rendered to the
         Company. Such shares were valued at an aggregate of $18,750 or $.75 per
         share. Such issuance was recorded as non-cash compensation expense.

         In  July  1999,  the  Company  issued 225,000 shares of common stock to
         various consultants,

                                      F-10


<PAGE>



         in consideration of services rendered to the Company. Such shares  were
         valued  at an aggregate of $168,750 or  $.75 per share.

         From April to August 1999, the Company issued an aggregate of 1,026,733
         shares of common stock for an aggregate  purchase  price of $770,050 or
         $.75 per share.

         STOCK OPTION PLAN

         On July 19, 1999,  the board of directors  adopted the  Company's  1999
         stock option plan. The company has reserved  1,500,000 shares of common
         stock for issuance upon  exercise of options  granted from time to time
         under  the 1999  stock  option  plan.  The 1999  stock  option  plan is
         intended  to  assist  us  in  securing  and  retaining  key  employees,
         directors  and  consultants  by  allowing  them to  participate  in the
         ownership and growth  through the grant of incentive and  non-qualified
         options.  Under the stock  option  plan we may  grant  incentive  stock
         options only to key employees and employee  directors,  or we may grant
         non-qualified  options  to  our  employees,   officers,  directors  and
         consultants.  The 1999 stock option plan is currently  administered  by
         the Company's board of directors.

         Subject to the  provisions  of the stock  option  plan,  the board will
         determine  who shall  receive  options,  the number of shares of common
         stock that may be purchased  under the options,  the time and manner of
         exercise  of  options  and  exercise  prices.  The term of the  options
         granted  under the stock  option  plan may not exceed ten years or five
         years for an incentive  stock option granted to an optionee owning more
         than 10% of our voting stock.  The exercise  price for incentive  stock
         options  will be equal to or greater than 100% of the fair market value
         of the shares of the common  stock at the time  granted.  However,  the
         incentive stock options granted to a 10% holder of the Company's voting
         stock are  exercisable  at a price equal to or greater than 110% of the
         fair  market  value of the common  stock at the date of the grant.  The
         exercise price for  non-qualified  options will be set by the board, in
         its  discretion,  but in no event shall the exercise price be less than
         75% f the fair market  value of the shares of common  stock on the date
         of grant.  The  exercise  price  may be  payable  in cash or,  with the
         approval of the board,  by delivery of shares or a combination  of cash
         and shares.  Shares of common stock  received  upon exercise of options
         will be subject to  restrictions  on sale or transfer.  As December 31,
         1999,  the Company  has not  granted  any options  under the 1999 stock
         option plan.

                                      F-11


<PAGE>

ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE

         None.

                                    PART III


ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors and Executive Officers

         The following table includes the names,  positions held and ages of our
executive officers and directors.

NAME                    AGE              POSITION
----                    ---              --------

Dore Scott Perler       39          Chief Executive Officer, President and
                                    Director

Andrew Goldrich         38          Vice President and Director

Shawn Tartaglia         30          Chief Technical Officer and Director

Julie Slater            40          Director

         Dore  Scott  Perler  has  served as our  Chief  Executive  Officer  and
President and a member of our Board of Directors, since July 1998. From May 1993
to July 1998,  Mr. Perler was a founder,  Director,  and Vice President of Sales
covering the Southeast  United States and Latin America,  for Latinrep,  Inc., a
manufacturer's  representative  organization.  He assisted in the  formation  of
Latin Channels, a trade show for Latin American distributors.

         Andrew  Goldrich has served as our Vice  President  and a member of our
Board of  Directors,  since  July 1998.  From  January  1984 to July  1998,  Mr.
Goldrich was Vice President of Sales and Finance for Sassy Knitting Mills, Inc.,
a privately-held garment manufacturer. He was a founder of Sassy Knitting Mills,
where he  implemented  a national  salesforce  and was  responsible  for overall
financial and marketing activities.

         Shawn Tartaglia has served as our Chief Technical  Officer and a member
of our Board of Directors, since July 1998. From November 1997 to July 1998, Mr.
Tartaglia  was  Manager  of  Information   Systems  for   CompScript,   Inc.,  a
privately-held  pharmaceutical provider. From February 1993 to November 1997, he
was  employed  by  Solopak  Pharmaceuticals,   a  privately-held  pharmaceutical
supplier, as its Systems and Telecommunications Manager.

         Julie Slater has served on our Board of Directors  since  January 1999.
From 1984 and continuing until the present,  Ms. Slater is Vice President of All
Eyes Optical, a privately-held optometry and retail eye wear provider.

         We have also engaged several consultants who we believe are significant
to our business. They are:

         Doug Kilarski is  our  Operations  Director, Business  Operations.  Mr.
 Kilarski has served as a



                                       11

<PAGE>



consultant to us, through Test Systems  Engineering,  since July 1998. From 1994
to the present he is the Vice President, Analyst for Aspen Business Development,
a privately-held business development organization.

         Alex Schlinkmann is our Operations  Director,  Hardware Engineering and
Manufacturing. Mr. Schlinkmann has been a consultant to us, through Test Systems
Engineering, since July 1998. From 1991 to the present he serves a President and
Design Engineer for Test Systems Engineering,  a privately-held  manufacturer of
automated assembly machines.

         Jamie Schlinkmann  is  our  Operations  Director, Hardware Design.  Mr.
Schlinkmann is the brother of Alex Schlinkmann,  and has been a consultant to us
since July 1998. From 1991 to the present he serves as Vice President and Design
Engineer  for  Test  Systems  Engineering,  a  privately-held   manufacturer  of
automated assembly machines.

         Board Committees:  We  do  not  as  yet  have  an  audit committee or a
compensation committee.  However, as and when we elect independent directors, we
expect to organize these committees.

         Employment  Agreements.  In March  1999,  we  entered  into  employment
agreements with each of Dore Scott Perler,  Andrew Goldrich and Shawn Tartaglia.
Each agreement provides for employment at our discretion,  and may be terminated
at any time, for any reason not  prohibited by law. The agreements  require each
employee  to devote  all of his work time and  attention  to our  business,  and
contain  confidentiality  provisions  prohibiting  the employee  from  divulging
information  concerning  our  business  to any third  party.  Each  employee  is
entitled to  participate  in our stock  option  plan,  and in all other  benefit
programs established by the board of directors for the benefit of our employees.
We pay Messrs.  Perler and Goldrich  annual  salaries at the rate of $67,600 per
year, and Mr. Tartaglia at the rate of $65,000 per year.

           All  directors  serve for one year and  until  their  successors  are
elected  and  qualify.  Directors  do not  receive  compensation  for serving as
directors.  Officers  are  elected by the Board and their  terms of office  are,
except as otherwise  stated in employment  contracts,  at the  discretion of the
Board.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         We are not subject to Section 16(a) of the  Securities  Exchange Act of
1934, and, therefore,  our directors and executive officers, and persons who own
more than ten  percent of our  common  stock are not  required  to file with the
Securities and Exchange  Commission  reports  disclosing their initial ownership
and changes in their ownership of our common stock.


ITEM 10.          EXECUTIVE COMPENSATION

Summary Compensation Table

         The following table sets forth information relating to all compensation
awarded to,  earned by or paid by us during each fiscal year since our inception
to: (a) our President and Chief Executive Officer; and (b) each of our executive
officers who earned more than $100,000 during the fiscal year ended December 31,
1999:



                                       12

<PAGE>

<TABLE>
<CAPTION>


                                    Fiscal                             Other Annual                     LTIP     All Other
Name and Principal Position          Year        Salary       Bonus    Compensation     Options/ (#)    Payouts  Compensation
---------------------------          ----        -------      -----    ------------     ------------    -------  ------------

<S>                                  <C>         <C>             <C>        <C>             <C>            <C>     <C>
Dore Scott Perler, CEO               1999        $53,400         -          -               -              -       $2,329
                                     1998           -            -          -               -              -         -
</TABLE>

Other annual compensation cosists of  automobile  and gas allowance ($1,429) and
health insurance premiums ($900).

Option Grants in Last Fiscal Year

         The  following  table sets forth  information  concerning  our grant of
options to  purchase  shares of our common  stock  during the fiscal  year ended
December 31, 1999 to (a) our President and Chief Executive Officer; and (b) each
of our executive  officers who earned more than $100,000  during the fiscal year
ended December 31, 1999.

<TABLE>
<CAPTION>

                                                Percent of
                                Number of     Total Options/
                               Securities      SARs Granted
                               Underlying      To Employees          Exercise Or
                              Options/SARs       In Fiscal           Base Price
      Name                     Granted (#)          Year               ($/Sh)           Expiration Date

<S>                                 <C>             <C>                   <C>                 <C>
Dore Scott Perler, CEO              -               -                     -                   -

</TABLE>

Incentive and Non-Qualified Stock Option Plan

         On July 19, 1999, the board of directors  adopted our 1999 stock option
plan.  We have  reserved  1,500,000  shares of common  stock for  issuance  upon
exercise of options  granted from time to time under the 1999 stock option plan.
The 1999 stock  option plan is intended to assist us in securing  and  retaining
key employees,  directors and consultants by allowing them to participate in our
ownership and growth through the grant of incentive and non-qualified options.

         Under the stock option plan we may grant  incentive  stock options only
to key employees and employee directors,  or we may grant non-qualified  options
to our employees,  officers,  directors and  consultants.  The 1999 stock option
plan is currently administered by our board of directors.

         Subject to the  provisions  of the stock  option  plan,  the board will
determine who shall receive  options,  the number of shares of common stock that
may be purchased  under the options,  the time and manner of exercise of options
and exercise prices. The term of options granted under the stock option plan may
not exceed ten years or five years for an incentive  stock option  granted to an
optionee  owning  more than 10% of our  voting  stock.  The  exercise  price for
incentive stock options will be equal to or greater than 100% of the fair market
value of the  shares  of the  common  stock at the time  granted.  However,  the
incentive  stock  options  granted  to a 10%  holder  of our  voting  stock  are
exercisable at a price equal to or greater than 110% of the fair market value of
the common stock on the date of the grant. The exercise price for  non-qualified
options will be set by the board, in its  discretion,  but in no event shall the
exercise price be less than 75% of the fair market value of the shares of common
stock on the date of grant.  The exercise  price may be payable in cash or, with
the approval of the board, by delivery of shares or by a combination of cash and
shares. Shares of common stock received upon exercise of options will be subject
to restrictions on sale or transfer. As of December 31, 1999 we have not granted
any options under the 1999 stock option plan.



                                       13

<PAGE>



Option Exercises and Holdings

         The following table contains  information  with respect to the exercise
of options  to  purchase  shares of common  stock  during the fiscal  year ended
December 31, 1999 to (a) our President and Chief Executive Officer; and (b) each
of our executive  officers who earned more than $100,000  during the fiscal year
ended December 31, 1999.

              Aggregated Option/SAR Exercises in Last Fiscal Year
                     and Fiscal Year-End Option/SAR Values


<TABLE>
<CAPTION>

                                                                            Number of
                                                                           Securities            Value of
                                                                           Underlying           Unexercised
                             Shares                                        Unexercised         In-The-Money
                            Acquired                                      Options/SARs         Options/SARs
                               On                         Value           At FY-End (#)        At FY-End ($)
                            Exercise                    Realized          Exercisable/         Exercisable/
      Name                     (#)                         ($)            Unexercisable        Unexercisable
      ----                -------------               -------------       -------------        -------------

<S>                            <C>                          <C>                 <C>                 <C>
Dore Scott Perler, CEO         -                            -                   -                   -

</TABLE>

Long-Term Incentive Plans Awards in Last Fiscal Year

<TABLE>
<CAPTION>

                               Number Performance
                                    of Shares         or Other            Estimated Future Payouts Under
                                    Units or        Period Until             Non-Stock Price-Based Plans
                                                                          ------------------------------
                                  Other Rights       Maturation             Threshold   Target   Maximum
      Name                            (#)             or Payout                ($or #)  ($or #)    ($ or #)
      ----                    --------------------    ---------             -------------------  ----------

<S>                                     <C>               <C>                    <C>        <C>    <C>
Dore Scott Perler, CEO                  -                 -                      -          -      -

</TABLE>

Limitation on Liability and Indemnification Matters

         As authorized by the Florida Business  Corporation Law, our Articles of
Incorporation  provide that none of our directors shall be personally  liable to
us or our  shareholders  for monetary  damages for breach of fiduciary duty as a
director, except liability for:

        o any  breach  of  the  director's duty of loyalty to our company or its
          shareholders;
        o acts  or  omissions  not  in  good  faith or which involve intentional
          misconduct or a knowing violation of law;
        o unlawful  payments  of  dividends  or unlawful  stock  redemptions  or
          repurchases; and
        o any  transaction  from which the director derived an improper personal
          benefit.

         This provision  limits our rights and the rights of our shareholders to
recover  monetary damages against a director for breach of the fiduciary duty of
care except in the situations described above. This provision does not limit our
rights or the rights of any shareholder to seek injunctive  relief or rescission
if a director  breaches his duty of care.  These  provisions  will not alter the
liability of directors under federal securities laws.




                                       14

<PAGE>



         Our Articles of Incorporation  further provide for the  indemnification
of any and all persons who serve as our director,  officer, employee or agent to
the fullest extent permitted under Florida law.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the  foregoing  provisions,  or  otherwise,  we have been advised that in the
opinion of the SEC, this  indemnification  is against public policy as expressed
in the securities laws, and is, therefore unenforceable.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

         The following table sets forth, as of March 31, 2000, information known
to us relating to the  beneficial  ownership  of shares of common stock by: each
person who is the beneficial  owner of more than five percent of the outstanding
shares of common stock; each director; each executive officer; and all executive
officers and directors as a group.

         Unless otherwise indicated, the address of each beneficial owner in the
table set forth  below is care of Sense  Holdings,  Inc.,  7300 West McNab Road,
Suite 117, Tamarac, Florida 33321.

         We believe  that all  persons  named in the table have sole  voting and
investment power with respect to all shares of common stock  beneficially  owned
by them.

         Under  securities  laws, a person is  considered  to be the  beneficial
owner of  securities he owns and that can be acquired by him within 60 days from
the date of this prospectus upon the exercise of options, warrants,  convertible
securities or other understandings. We determine a beneficial owner's percentage
ownership by assuming that options,  warrants or convertible securities that are
held by him,  but not those held by any other  person and which are  exercisable
within 60 days of the date of this prospectus, have been exercise or converted.

Name and Address of           Amount and Nature of                 Percentage
   Beneficial Owner           Beneficial Ownership                   of Class
---------------------        ---------------------                -------------
Dore S. Perler                    1,344,725                           22.1%
9400 S.W. 49th Place
Cooper City, FL 33328

Andrew Goldrich                   1,284,519                           21.2%
21653 Marigot Drive
Boca Raton, FL 33428

Shawn Tartaglia                     193,585                            3.2%
6888 Ashburn Road
Lake Worth, FL 33467




                                       15

<PAGE>



Julie Slater                         38,703                            1.0%
402 N.W. 118th Terrace
Coral Springs, FL 33071

Officers and Directors            2,861,532                           47.1%
as a group (4 persons)


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In July 1998,  Dore Scott Perler,  our  President  and a director,  and
Andrew Goldrich,  our Vice President and a director,  founded Sense Technologies
and each of them were issued  1,370,518  shares valued at par, or $137,052 each.
Mr. Perler and Mr. Goldrich each  subsequently  contributed  inventory and other
fixed assets to the capital of Sense  Technologies,  valued at $29,291.50  each.
Thereafter,  Mr. Goldrich gifted 85,999 shares to a family member and Mr. Perler
gifted 25,793 shares to two friends.

         In July 1998, Shawn Tartaglia, a founder of Sense Technologies, and our
Chief  Technology  Officer and a director,  was issued  193,585 shares valued at
par, or $19,359.

         In August 1998,  Julie Slater,  a director,  purchased  shares of Sense
Technologies for $10,000.  These shares were converted into 38,703 shares of our
common stock at the time we acquired Sense Technologies.


ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K.

A.       EXHIBITS:

Exhibit
Number                              Description

        2 Agreement and Plan of Merger between  Century  Silver Mines,  Inc. and
          Sense Holdings, Inc.(1)
   3.1(a) Articles of Incorporation of Sense Holdings, Inc.(1)
   3.1(b) Articles of Merger of Century Silver Mines,  Inc. into Sense Holdings,
          Inc. (FL)(1)
   3.1(c) Articles of Merger of Century Silver Mines,  Inc. into Sense Holdings,
          Inc. (ID)(1)
      3.2 Bylaws (1)
     10.1 Stock Option Plan (1)
     10.2 Employment Agreement between the Company and Dore Scott Perler (1)
     10.3 Employment Agreement between the Company and Andrew Goldrich (1)
     10.4 Employment Agreement between the Company and Shawn Tartaglia (1)
     10.5 Technology  License  Agreement,  as  amended,  with  SAC Technologies,
          Inc.(1)
     10.6 Lease for Tamarac Office(1)
    10.11 Manufacturing   and   Non-Compete   Agreement   with   Test    Systems
          Engineering (1)
    10.12 Sales Agreement with Integrated Design, Inc.(1)



                                       16

<PAGE>



       21 Subsidiaries of Registrant (1)
       27 Financial Data Schedule (2)
-------------------------
(1) Incorporated  by  reference  to exhibits with the corresponding number filed
    with our registration statement on Form SB-2 (File No. 333-87293).
(2) Filed herewith.

B.       REPORTS ON FORM 8-K:

         No reports on Form 8-K were filed during the last quarter of the period
covered by this Report.




                                       17

<PAGE>


                                   SIGNATURES


         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in Tamarac, Florida on April 10, 2000.

                                   SENSE HOLDINGS, INC.


                         By:  /s/ Dore Scott Perler
                                  -----------------
                                  Dore Scott Perler
                                  Chairman, Chief Executive Officer
                                  and Principal Financial and Accounting Officer


         In accordance with the Securities Exchange Act of 1934, this report has
been  signed  by the  following  persons  on  behalf  of the  registrant  in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>


        SIGNATURE                                 TITLE                                      DATE
        ---------                                 -----                                      ----



<S>                                         <C>                                           <C>
/s/ Dore Scott Perler                       Chief Executive Officer,                      April 10, 2000
------------------------------------
Dore Scott Perler                           President and Director
                                            (Principal Executive Officer
                                            and Principal Accounting
                                            Officer)

/s/ Andrew Goldrich                         Vice President and Director                   April 10, 2000
------------------------------------
Andrew Goldrich


/s/ Shawn Tartaglia                         Chief Technical Officer                       April 10, 2000
------------------------------------
Shawn Tartaglia                             and Director


/s/ Julie Slater                            Director                                      April 10, 2000
------------------------------------
Julie Slater



</TABLE>


                                       17