<PAGE>

                       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, 2000

[  ]     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:

         None

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

         None

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 [X ]  No [  ]

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, 2000:  $91,591.

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  11,  2000  ($.50):
$2,606,533.

                      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, 2001, was 8,074,636.

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

                       DOCUMENTS INCORPORATED BY REFERENCE


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         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.

         Our  access  control  systems,   which  are  marketed  under  the  name
"CheckPrint  A/C(TM)",  are  security  systems  that  permit  access  to  locked
buildings,  offices or other secured areas only to those whose identities can be
verified,   using  our   fingerprint   identification   software.   Our   modest
revenue-generation  to date is,  in  substantial  part,  a  result  of a lack of
capital  which  is  necessary  to  acquire  a  product  inventory  and  commence
aggressive marketing programs.

         Our fiscal year end is December 31. Our  executive  offices are located
at 7300 West McNab Road,  Tamarac,  Florida 33321,  and our telephone  number is
(954) 726-1422.

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.

         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.


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         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.

         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.

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Products and Systems

         Our  biometric  systems are designed  and built around our  proprietary
hardware platform known as BioClock(TM) , a stand-alone platform that replaces a
traditional  wall  mounted  or  free-standing  swipe or punch  card time  clock.
Identity  verification is accomplished by comparing an individual's  scanned and
digitized  fingerprint to the fingerprint profile stored in a computer database.
The  user's  fingerprint  is  scanned by means of a  silicon-based  reader  with
sensors that capture the  fingerprint  image.  The image is then  converted into
data that is stored in the system's computer database,  and saved as a reference
for comparison to the fingerprint offered for identification.

           BioClock(TM)  replaces  traditional  swipe cards,  punch  cards,  PIN
numbers or passwords that can be stolen or voluntarily  provided by the owner to
another person. As a result, we believe  BioClock(TM) reduces incidents of fraud
associated  with  traditional  identification  systems  that do not  effectively
preclude individuals from using another person's means of identification.

         We  have  also   developed   two   integrated   hardware  and  software
applications  that incorporate  BioClock(TM) in turn-key total solution systems.
Our time and attendance  systems,  which are marketed under the name "CheckPrint
T/A(TM)":

        o         use fingerprint verification to  authenticate  the identity of
                  employees when they arrive at and leave work;

        o         gather data, including the  time  each  employee attends work;

        o         perform  payroll  functions  and  other  record  keeping
                  calculations using the data that is gathered;

        o         provide electronic export  capability to over 150  third-party
                  payroll services  to facilitate  the use of automated  payroll
                  checks;

        o         generate logs and reports, including over 20 standard reports;
                  and

         o        perform other functions  including  employee  scheduling,  job
                  cost analysis, edit time punches,  electronic calculations and
                  related record keeping.

         Our  standard  CheckPrint  T/A(TM)"  system  includes a 100 person user
base. Expansion modules are available to expand the user base to 250.

         Our  access  control  systems,   which  are  marketed  under  the  name
"CheckPrint  A/C(TM)",  are  security  systems  that  permit  access  to  locked
buildings,  offices or other secured areas only to those whose identities can be
verified,  using  our  proprietary  fingerprint   identification  software.  Our
CheckPrint  A/C(TM)  systems,  which  can be used  with or  without  "smartcard"
technology,  can be  programmed  for  different  levels of security,  permitting
access only to recognized  individuals  who have the requisite level of security
clearance.  Our current version of CheckPrint A/CTM system  incorporates  access
control   capability  for  single  door  access.  We  are  developing   software
application  infrastructure that will enable a single CheckPrint A/CTM system to
control access to multiple  locations.  We market CheckPrint A/C(TM) at a higher
price than CheckPrint  T/A(TM), to reflect the increased level of technology and
functionality provided by CheckPrint A/C(TM) .


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         We have also developed and are marketing:

         o        CheckPrint  SDKTM,  a software  development  kit that  enables
                  CheckPrint  T/ATM  purchasers  and  licensees to create custom
                  applications for our time and attendance software; and

         o        CheckPrint  DTUTM,  a  stand-alone   peripheral  that  can  be
                  connected  to  a  port  on  an  existing  computer  to  permit
                  fingerprint identification from a home PC.

We are currently  developing a version of CheckPrint DTUTM that  incorporates an
internal  integrated  "smartcard" reader and writer. We are also exploring other
applications for BioClock(TM),  including Internet security,  web-based services
and transaction processing.

Product Development, Manufacturing and Assembly

         A CheckPrint  T/A(TM) system and CheckPrint A/C(TM) system consist of a
silicon-based  fingerprint  scanner with sensors,  a wall mounted or stand alone
biometric time clock, a custom-built  Pentium-based computer with TFT flat panel
VGA color monitor and our proprietary software. ss.

         The software  components of our biometric  identification  systems have
been developed by our in-house computer programmers and software engineers.  The
source code for the software is our proprietary property.  This software enables
our systems to gather,  filter and sort data, generate reports from the data and
compute payroll information for export to third party payroll services.

         Most of the hardware  components for our biometric  systems are off-the
shelf, and we are not dependent on any one vendor for these components. However,
certain hardware  components are designed to our specifications and manufactured
for us by Test Systems Engineering or other local tool and dye companies.

         We have entered into an agreement with Test Systems Engineering,  under
which Test Systems Engineering designs, engineers,  configures and assembles the
hardware  components of CheckPrint  T/A(TM) and CheckPrint  A/C(TM) systems,  in
consultation  with  us,  and to our  specifications.  All  product  testing  and
assembly is  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 may 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 relating to our CheckPrint T/A(TM) system.

         Our biometric systems  incorporate a silicon-based  fingerprint scanner
with sensors to capture a user's fingerprint. Related software then compares the
user's  fingerprint  to the  digitized  reference  sample stored in the system's
database, and verifies the user's identity. The silicon-based technology is used
in conjunction with the provider's related software, as well as our own software
that  interfaces  between the  silicon  product and our  biometric  systems.  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 components.

         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  CheckPrint  T/A(TM) to be exported to over 150 third
party payroll  services  such as ADP and Paychex.  We have licensed the software
from


                                        5

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Integrated  Design and are  required to 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 such  company's  dissolution,  bankruptcy  or  similar  events.  If our
agreement with Integrated Design  terminates,  we will incur time and expense to
develop  alternative  software  links for data export.  Delays in the successful
development of alternative software links could adversely affect us.

         From the  inception  of our  current  activities  in July 1998  through
December 2000, we have spent $218,520 on research and development activities.

Sales and Marketing

         We market  CheckPrint  T/A(TM)  systems  for base prices  ranging  from
$4,995 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 also offer  software  updates and on-site  service  contracts  for
additional fees.

         Initially,  we will  market  CheckPrint  T/A(TM) to  manufacturers  and
retailers  with at least 15 employees.  We plan to sell  CheckPrint  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 have also engaged  independent sales  representatives  to market our
products in the United States, in Atlanta,  New York, Miami and Los Angeles,  as
well as in the San Paolo, Brazil and Buenos Aires,  Argentina markets. We intend
to engage sales representatives to cover additional 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.

         We intend to license our time and  attendance  software to  third-party
OEMs, integrators and software developers,  for incorporation in their products.
License fees and royalty fees will be  negotiated  on a case by case basis,  and
take into  consideration  various factors  including  competitive  pricing,  the
nature of the installation, the number of users to be tracked, and the extent of
enhancements,  modifications and customization required by the customer.  Basic,
extended and enhanced  maintenance  services will also be made  available for an
annual fee.

Intellectual Property

         Patents.  We currently  have on file with the United  States Patent and
Trademark  Office,  a provisional  patent  covering the  proprietary  use of our
technology and the proprietary  hardware used in our application.  The goods and
services are clearly  marked as patent  pending.  There is no guarantee that our
patent application will mature into a registration for patent.


                                        6

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         Trademarks.  We enjoy several common law rights to our trademarks.  The
common  law  rights  protect  the use of marks  used to  identify  our goods and
services  since the time of their first use in commerce.  In  addition,  we have
filed  applications  with the United States Patent and Trademark  Office seeking
registration  of  our  logo,  and  the  marks   F.A.C.T.(TM),   BioCard(TM)  and
BioClock(TM).  There is no guarantee that our trademark applications will mature
into registration of trademarks.

         Copyrights.  We enjoy  several  common  law  rights to our  proprietary
copyrights.  The common law rights protect the actual programming code, the look
and feel of its display screens and material contained in our user manuals since
the  time  of  the  copyrightable  works  creation.  In  addition,  we  have  an
application  on file  with the  United  States  Copyright  Office  covering  our
proprietary  source code, the look and feel of our display  screens and its user
manuals.  There  is no  guarantee  that  our  application  will  mature  into  a
registration for copyright.

         Whether or not we obtain  formal  protection  for our  products  and/or
systems,  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  which  could  have a  material  adverse  effect  on  our  business,
financial condition and results of operations.

Competition

         We face competition  from companies  engaged in the time and attendance
industry,  as well as in the security and access control  industry.  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. Some of
our competitors may have longer  operating  histories and greater  financial and
other resources than we have. 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  in  time  and  attendance  services  exists  from  various
software developers and product manufacturers, the largest of which is Kronos, a
publicly-traded company (NASDAQ National Market System: KRON) providing software
applications  based on a swipe card  identifier.  Other  competitors in time and
attendance application development include Simplex,  Smartime Software, Time and
Tech.com and Unitime Systems.  Principal  competition in fingerprint  biometrics
include Identix, Who Vision,  Secugen and Veridicom.  Other biometric technology
providers include Recognition Systems (hand geometry),  Iriscan and Sensar (iris
identification) and Trueface (facial recognition).  Many of our competitors have
a  substantially  longer  operating  history  than we do and have  substantially
greater  financial  and other  resources  than we do.  While we believe that our
ability to offer a total  package  of time and  attendance  and  access  control
software and  innovative  hardware gives us a competitive  marketing  advantage,
unless we are able to penetrate the  marketplace  and gain name  recognition for
our products and technology, we may be unable to compete effectively.

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

        o         biometric  identification  is  more  reliable than traditional
                  employment verification methods;


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        o         fingerprint identification is less costly and more  recognized
                  than  other  currently  available  forms  of  biometric
                  identification;

        o         our  systems provide a total solution, turnkey approach to our
                  customers; and

         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.

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

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.



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                                     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  January 1, 1999  through
December 31, 2000.  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
------                                    ----                     ---

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

First Quarter ended 3/31/00              $2.00                     $1.00
Second Quarter ended 6/30/00             $1.62                     $1.00
Third Quarter ended 9/30/00              $1.31                    $  .87
Fourth Quarter ended 12/31/00            $1.25                    $  .44

         As of December  31,  2000,  there were  6,510,636  shares of our common
stock  outstanding.  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.

         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.

Other stockholder matters

        In  May  2000,  we  issued  334,000  shares  of  our  common  stock   to
various consultants,  in consideration for services rendered.  These shares were
valued at an aggregate of $303,606 or $0.91 per share. On


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September  8, 2000,  we issued  104,494  shares of our  common  stock to various
consultants, in consideration for services rendered. These shares were valued at
$114,734 or $1.01 per share.  The above issuances were exempt from  registration
under Section 4(2) of the Securities Act.

         On December 16, 2000,  we entered into an agreement  with a consultant.
The agreement was for a one year term, commencing January 1, 2001. In connection
with this  agreement,  subsequent to December 31, 2000, we issued the consultant
300,000  shares  of our  common  stock as  compensation  for his  services.  The
issuance was exempt from registration under Section 4(2) of the Securities Act.

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 - Year Ended December 31, 1999 as compared to December 31,
2000

         Sales  increased by 86.2% from $49,192 in 1999 to $91,591 in 2000. This
increase of $42,399 is  attributable  to $50,000 of sales derived from biometric
consulting  services in 2000. Cost of goods sold decreased by 70.5% from $35,476
in 1999 to $10,446  in 2000.  This  decrease  is  attributable  to the low costs
associated  with the  consulting  services  performed and also a decrease in the
component  costs which make up the  Checkprint  T/A  products.  In the aggregate
research and development  costs and general and  administrative  costs increased
$83,000 or 20% from  $409,598  in 1999 to $493,047 in 2000.  This  increase  was
attributable  to an approximate  $62,000  increase in  professional  fees and an
increase in office  expenses of $23,000.  Non- cash  compensation  increased  by
60.9% to $418,340 in 2000 from $260,000 in 1999.  This increase is  attributable
to an increase in the  services,  which were paid by stock  issuances.  Interest
expense  increased  $41,824,  such interest was  associated  with the short-term
borrowings outstanding at December 31, 2000.

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 year  ended  December  31,  2000 was
approximately  $372,000 attributable  primarily to the net loss of approximately
$889,000  offset by non-cash  compensation  of  $418,000,  increases in accounts
receivable of $1,300,  increases in inventory of $106,000 and increases in other
current  assets of $13,000  offset by increases in accounts  payable and accrued
expenses of $216,000.  Cash provided by financing activities during the year was
approximately  $118,000 from proceeds of short-term loans of $150,000 and a bank
overdraft of $4,000,  offset by loans to shareholders of approximately  $36,000.
Total cash decreased by approximately $254,000 during the period.

         Since our  inception,  we have been  engaged  in  research  development
activities  relating to our first generation of biometric security products.  We
commenced  delivery of these products in the third quarter of 1999 and have been
generating  revenues  since  the  fourth  quarter  of  1999.  We have  completed
development of our second generation product, and have recognized revenue on its
sales  during  the year  ended  December  31,  2000.  We will  continue  to make
enhancements to our second generation product so that it will support a


                                       10

<PAGE>



larger  database,  and enable us to market  CheckPrint T/A to larger  companies,
resulting in a greater profit margin to us.

         Based upon purchase orders we have received, anticipated future product
sales and cash on hand, we believe and are actively pursuing  additional outside
capital investments, that will be necessary to meet our cash flow needs over the
next  twelve  months.  Additionally,  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 unforseen events arise, we
may be required to secure  additional  funds to meet our operating  needs sooner
than  anticipated.  Subsequent to December 31, 2000, we sold 1,208,000 shares of
common stock for proceeds of $755,000.  Additional  funding may not be available
to us on acceptable terms.

ITEM 7.           FINANCIAL STATEMENTS

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



                       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                         F-5

Consolidated Statements of Cash Flows                                    F-6

Notes to Consolidated Financial Statements                           F-7 - F-12

<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,  2000,  and  the  related
consolidated statements of operations, stockholders' deficit, and cash flows for
the years  ended  December  31,  2000 and  1999.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

         We conducted our audits 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 audits provide 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, 2000,  and the results of its
operations and its cash flows for the years ended December 31, 2000 and 1999, in
conformity with generally accepted accounting principles.



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

New York, New York
March 20, 2001
Except for Note 8B
as of March 28, 2001

                                      F-2
<PAGE>
                       SENSE HOLDINGS, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                                DECMEBER 31, 2000


                                     ASSETS


CURRENT ASSETS:
 Accounts receivable                                       $             61,099
 Inventories                                                            116,989
 Advances - shareholders                                                 41,200
 Prepaid expenses                                                        37,500
 Other current assets                                                    15,477
                                                               -----------------
  TOTAL CURRENT ASSETS                                                  272,265

PROPERTY AND EQUIPMENT, net                                               8,251
                                                               -----------------
                                                           $            280,516
                                                               =================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
 Bank overdraft                                            $              4,162
 Accounts payable and accrued expenses                                  281,776
 Short-term notes payable                                               150,000
                                                               -----------------
   TOTAL CURRENT LIABILITIES                                            435,938

STOCKHOLDERS' DEFICIT:
 Common stock, $.10 par value,
  20,000,000 shares authorized;
  6,510,636 shares issued and outstanding                               651,063
 Additional paid-in capital                                             925,110
 Accumulated deficit                                                 (1,731,595)
                                                               -----------------
TOTAL STOCKHOLDERS' DEFICIT                                            (155,422)
                                                               -----------------
                                                           $            280,516
                                                               =================




                 See notes to consolidated financial statements
                                       F-3
<PAGE>
                       SENSE HOLDINGS, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                    Years Ended December 31,
                                                 -------------------------------
                                                      2000               1999
                                                 -------------    --------------
Sales                                    $           91,591     $        49,192
Cost of goods sold                                   10,446              35,476
                                                 -------------    --------------
Gross Profit                                         81,145              13,716

OPERATING EXPENSES:
   Depreciation                                       2,759               1,927
   Rent                                              14,042              10,290
   Research and development                               -             147,010
   Non-cash compensation                            418,340             260,000
   Interest expense, net                             41,824                   -
   General and administrative                       493,047             262,588
                                                 -------------    --------------
                                                    970,012             681,815
                                                 -------------    --------------
Net loss                                 $         (888,867)    $      (668,099)
                                                 =============    ==============

Net loss per common share
 - basic and diluted                     $            (0.14)    $         (0.14)
                                                 =============    ==============
Weighted average number of shares
 outstanding - basic and diluted                  6,309,832           4,759,456
                                                 ==============   ==============




                  See notes to consolidated financial statements
                                        F-4
<PAGE>
                       SENSE HOLDINGS, INC. AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>


                                                      Common Stock
                                               ----------------------------      Additional                              Total
                                                 Number of                        Paid-in        Accumulated         Stockholders'
                                                   Shares          Amount         Capital          Deficit              Deficit
                                               ------------    ------------   -------------   ---------------    ------------------
<S>                                                 <C>              <C>             <C>              <C>                   <C>
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)             (668,099)
                                              -------------    ------------   -------------  ----------------    ------------------
Balance, December 31, 1999                       6,072,142         607,214         550,619          (842,728)              315,105
Issuance of common stock
   for services rendered                           438,494          43,849         374,491                 -               418,340
Net loss                                                 -               -               -          (888,867)             (888,867)
                                              -------------    ------------   -------------   ---------------    ------------------
Balance, December 31, 2000                       6,510,636  $      651,063  $      925,110  $     (1,731,595) $           (155,422)
                                              =============    ============   =============   ===============    ==================

</TABLE>







                 See notes to consolidated financial statements
                                       F-5
<PAGE>



                      SENSE HOLDINGS, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                    Years Ended December 31,
                                               ---------------------------------
                                                     2000               1999
                                               --------------    ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                   $       (888,867) $        (668,099)
                                               --------------    ---------------
 Adjustments to reconcile net loss
  to net cash used in operations:
   Depreciation                                        2,759              1,927
   Non-cash compensation                             418,340            260,000

 Changes in assets and liabilities:
  Accounts receivable                                 (1,304)           (59,795)
  Inventories                                       (106,644)           (10,345)
  Prepaid expenses                                         -            (37,500)
  Other current assets                               (12,585)            (1,258)
  Accounts payable and accrued expenses              216,122             36,730
                                               --------------    ---------------
   Total adjustments                                 516,688            189,759
                                               --------------    ---------------

NET CASH USED IN OPERATIONS                         (372,179)          (478,340)
                                               --------------    ---------------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
 Bank overdraft                                        4,162                  -
 Proceeds from sale of common stock
  to be issued                                             -           (110,500)
 Proceeds from short-term loans                      150,000                  -
 Advances to shareholders                            (36,300)            (4,900)
 Capital contribution                                      -            141,200
 Proceeds from the sale of common stock                    -            698,050
                                               --------------    ---------------
NET CASH FLOWS PROVIDED BY
 FINANCING ACTIVITIES                                117,862            723,850
                                               --------------    ---------------

NET (DECREASE) INCREASE IN CASH                     (254,317)           241,170

CASH - beginning of period                           254,317             13,147
                                               --------------    ---------------

CASH - end of period                        $              -  $         254,317
                                               ==============    ===============

Cash paid for:
 Interest                                   $              -  $               -
                                               ==============    ===============

 Taxes                                      $              -  $               -
                                               ==============    ===============



                 See notes to consolidated financial statements
                                       F-6
<PAGE>


                       SENSE HOLDINGS, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 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 could differ from those estimates.


                                      F-7
<PAGE>

         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, 2000,  the Company  believes  that there has been no
               impairment of its long-lived assets except the license agreement.

         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,
               1999 and 2000, the Company had deemed  comprehensive income to be
               negligible.

         J.    Research and Development

               Research and  development  costs are expensed as incurred.  These
               costs  primarily  consist of fees paid for the development of the
               Company's software.  Research and development costs for the years
               ended   December  31,  1999  and  2000  were   $147,010  and  $0,
               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.

        N.     Recent Accounting Pronouncements

               In  June  1998  and  June  2000,  the  FASB  issued  SFAS  No133,
               "Accounting for Derivative  Instruments  and Hedging  Activities"
               and SFAS No. 138, "Accounting for Certain Derivative  Instruments
               and  Certain  Hedging  Activities."  These  statements  establish
               accounting   and  reporting   standards   requiring   that  every
               derivative  instrument be recorded on the balance sheet as either
               an asset or liability  measured at its fair value.  SFAS Nos. 133
               and 138 also require that changes in the derivative's  fair value
               be  recognized   currently  in  earnings  unless  specific  hedge
               accounting  criteria are met. SFAS Nos. 133 and 138 are effective
               for fiscal years  beginning after June 15, 2000. The Company does
               not expect that the adoption of these new  standards  will have a
               material impact on the Company's earnings or financial position.

                                      F-8

<PAGE>

               In December 1999, the Securities and Exchange  Commission ("SEC")
               issued Staff accounting Bulletin No. 101, "Revenue Recognition in
               Financial   Statements"  ("SAB  101"),  which  clarifies  certain
               existing   accounting   principles  for  the  timing  of  revenue
               recognition and its  classification in the financial  statements.
               In June 2000, the SEC delayed the required implementation date of
               SAB 101.  As a  result,  SAB 101 will  not be  effective  for the
               Company  until the quarter  ended  September 30, 2001. In October
               2000,  the SEC issued  further  guidance  on the  interpretations
               included  in SAB 101.  The  Company is  currently  analyzing  the
               impact of this Staff Accounting Bulletin.

               In September  2000, the FASB issued SFAS No. 140  "Accounting for
               Transfers and Servicing of Financial  Assets and  Extinguishments
               of  Liabilities--a  replacement of FASB Statement No. 125" ("SFAS
               140").   SFAS  140  revises  the  standards  for  accounting  for
               securitizations  and other  transfers  of  financial  assets  and
               collateral and requires certain disclosures,  but it carries over
               most of  SFAS  125's  provisions  without  reconsideration.  This
               Statement is effective  for  transfers and servicing of financial
               assets and  extinguishments of liabilities  occurring after March
               31,  2001.  This  Statement  is  effective  for  recognition  and
               reclassification  of collateral and for  disclosures  relating to
               securitization  transactions  and  collateral  for  fiscal  years
               ending  after   December  15,  2000.  The  Company  is  currently
               analyzing this new standard.

2.       INVENTORIES

         At December 31, 2000 inventories consist of:


         Raw materials                  $               114,005
         Finished goods                                   2,984
                                              ------------------
                                        $               116,989
                                              ==================

3.       EQUIPMENT

         Equipment is as follows:
              Computer equipment                    $                13,795
              Less: Accumulated depreciation                          5,544
                                                          ------------------
                                                    $                 8,251
                                                          ==================

4.       NOTES PAYABLE

The Company received a $100,000 loan payable on August 15, 2000. The loan is due
on  August  15,  2001  and  bears  interest  at 10%  per  annum.  As  additional
consideration for this loan the Company will issue upon repayment 100,000 shares
of the Company's restricted common stock to the holder of the loan. The value of
the shares to be issued upon repayment will be recorded as accrued interest over
the life of the loan. As of December 31, 2000,  the Company has accrued  $42,188
in interest expense.

On November  15,  2000,  the Company  received a $50,000  loan  payable  from an
individual.  The loan is due on November 15, 2001 and bears  interest at 12% per
annum.

                                      F-9

<PAGE>

5.       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:

                                    2001                        $14,430
                                    2002                          8,489
                                                               --------
                                                                $22,919
                                                               ========

         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,  2000,  the  Company  has  paid
                  $37,500. The Company is renegotiating its agreement and at the
                  current time does not intend to pay the remaining balance.

6.       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:


                                  Year Ended                Year Ended
                                December 31, 2000        December 31, 1999
                               -------------------      -------------------
Taxes benefit computed
 at statutory rate            $       (356,000)       $          (289,000)

Permanent differences                  167,000                    104,000
Income tax benefit
 not utilized                          189,000                    185,000
                               -------------------      -------------------
Net income tax benefit        $           -           $              -
                               ===================      ===================


                                      F-10
<PAGE>

The Company has a net  operating  loss  carryforward  for tax purposes  totaling
approximately $1,000,000 at December 31, 2000 expiring through the year 2020.

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

             Tax benefit of net operating
              loss carryforward                              $        400,000
             Valuation Allowance                                     (400,000)
                                                                --------------
             Net deferred tax asset recorded                 $           -
                                                                ==============

7.       STOCKHOLDERS' DEFICIT

         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,  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.

         In May 2000,  the Company  issued 334,000 shares of its common stock to
         various  consultants,  in  consideration  for services  rendered to the
         Company.  Such shares were valued at an  aggregate of $303,606 or $0.91
         per share. Such amounts were recorded as compensation.

         On May 31, 2000, the Company amended its articles of  incorporation  to
         increase  the number of common  shares it is  authorized  to issue from
         10,000,000 to 20,000,000.

                                      F-11

<PAGE>

         On September 8, 2000,  the Company  issued 104,494 shares of its common
         stock to various consultants, in consideration for services rendered to
         the  Company.  Such  shares were valued at $114,734 or $1.01 per share.
         Such amounts were recorded as compensation.

         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 the Company may grant  incentive
         stock  options only to key  employees  and employee  directors,  or the
         Company  may  grant  non-qualified  options  to  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,
         2000,  the Company  has not  granted  any options  under the 1999 stock
         option plan.

8.       SUBSEQUENT EVENT

         A) On December 16, 2000,  the Company  entered into an agreement with a
         consultant.  The  term of such  agreement  is for  one-year  commencing
         January 1, 2001.  The  consultant  was issued 300,000 shares on January
         29, 2001 as compensation for its services under the agreement.

         B) On March 28, 2001, the Company sold  1,208,000  shares of its common
         stock for proceeds of $755,000 or $0.625 per share.  Additionally,  the
         Company  granted  625,000  warrants to acquire  shares of the Company's
         common stock to a financial  consultant with an exercise price of $0.50
         per share, with a cashless exercise feature.

                                      F-12
<PAGE>


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

         None.




                                       11

<PAGE>



                                    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       40                          Chief Executive Officer,
                                                     President and Director

Andrew Goldrich         40                          Vice President and Director

Shawn Tartaglia         31                          Chief Technical Officer and
                                                     Director

Julie Slater            41                          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  sales force 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  consultant  to us,  through Test Systems  Engineering,
since  July  1998.  Since  1994 he has been Vice  President,  Analyst  for Aspen
Business Development, a privately-held business development organization.


                                       12

<PAGE>



         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.  Since  1991 he has been  President  and Design
Engineer for Test Systems Engineering.

         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.  Since 1991 he has been Vice President and Design  Engineer for
Test Systems Engineering.

         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.

         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.

         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.

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,
2000:
<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               2000       $67,000         _           _               _              _         _
                                     1999       $53,400         -           -               -              -     $2,329(1)
                                     1998             -         -           -               -              -         -

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

</TABLE>


                                       13

<PAGE>



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, 2000 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, 2000.

<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.

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, 2000 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, 2000.


                                       14

<PAGE>



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.

         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.


                                       15

<PAGE>



         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, 2001, 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                      1,344,723                             16.7%
9400 S.W. 49th Place
Cooper City, FL 33328

Andrew Goldrich                     1,284,519                             15.9%
21653 Marigot Drive
Boca Raton, FL 33428

Shawn Tartaglia                       193,585                              2.4%
6888 Ashburn Road
Lake Worth, FL 33467

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

Officers and Directors              2,861,530                             34.4%
as a group (4 persons)

* Less than 1%.

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

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.



                                       16

<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 13, 2001.

                                  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.


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



/s/ Dore Scott Perler     Chief Executive Officer,                April 13, 2001
---------------------      President and Director
Dore Scott Perler          (Principal Executive Officer
                           and Principal Accounting Officer)


/s/ Andrew Goldrich       Vice President and Director             April 13, 2001
---------------------
Andrew Goldrich


/s/ Shawn Tartaglia       Chief Technical Officer                 April 13, 2001
---------------------      and Director
Shawn Tartaglia


/s/ Julie Slater          Director                                April 13, 2001
---------------------
Julie Slater



                                       17

<PAGE>