UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended August 31, 2015
 
OR
   
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Transition Period From                           to                          

Commission File Number: 000-29990
 
SENSE TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

British Columbia
  
90010141
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)
 
2535 N. Carleton Avenue
Grand Island, Nebraska
  
 
68803
(Address of principal executive offices)
  
(Zip Code)
  
(308) 381-1355
(Registrant’s telephone number, including area code)
 
None
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  x      No  ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o      No x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
     
Large accelerated filer  ¨
  
Accelerated filer  ¨
Non-accelerated filer       ¨
  
Smaller reporting company   x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨       No x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Class
  
Outstanding at November 5, 2015
Common Stock
  
132,043,448 shares
 
 
TABLE OF CONTENTS
Sense Technologies Inc. Form 10-Q
 
PART I-FINANCIAL INFORMATION
1
     
ITEM 1.
1
 
2
 
3
 
4
 
5
 
6
     
ITEM 2.
14
ITEM 3.
16
ITEM 4.
17
     
PART II-OTHER INFORMATION
18
     
ITEM 1.
18
ITEM 1A.
18
ITEM 2.
18
ITEM 3.
18
ITEM 4.
18
ITEM 5.
18
ITEM 6.
18
     
SIGNATURES
19
 
 

PART I – FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
 
 
 
 
SENSE TECHNOLOGIES INC.
INTERIM FINANCIAL STATEMENTS
AUGUST 31, 2015
(Stated in US Dollars)
(Unaudited)
 
 
 
 
 
 
SENSE TECHNOLOGIES, INC.
BALANCE SHEETS
As of August 31, 2015 and February 28, 2015
(Stated in US Dollars)

   
August 31
    
February 28
  
   
2015
    
2015
  
   
(Unaudited)
        
             
ASSETS
Current
            
Prepaids
  
$
34,104
    
$
27,134
  
    Deposit
    
800
      
800
  
Total Current Assets
    
34,904
      
27,934
  
Total Assets
  
$
34,904
    
$
27,934
  
                 
LIABILITIES
Current
  
Bank overdraft
  
$
30,148
    
$
24,626
  
Accounts payable
    
542,065
      
558,574
  
Accounts payable-related party
    
35,884
      
35,884
  
Accrued expenses
    
1,351,747
      
1,281,394
  
Accrued expenses-related party
    
70,811
      
70,811
  
Royalty payable – related party
    
480,000
      
480,000
  
Notes payable, current portion
    
720,531
      
430,619
  
Notes payable, current portion – default
    
232,658
      
135,198
  
Notes payable – related party
    
430,090
      
439,590
  
Notes payable – related party – default
    
9,500
      
-
  
Advances payable – related entity
    
39,975
      
76,100
  
Dividends payable
    
408,485
      
392,689
  
Convertible promissory notes payable - default
    
584,447
      
584,447
  
Total Current Liabilities
    
4,936,341
      
4,509,932
  
Long-Term Liabilities
                
  Notes payable
    
-
      
298,500
  
  Notes payable – related party
    
74,594
      
86,259
  
Total Long-Term Liabilities
    
74,594
      
384,759
  
  Total Liabilities
    
  5,010,935
      
  4,894,691
  
                 
STOCKHOLDERS' DEFICIENCY
   
Class A preferred shares, without par value, redeemable at $1 per  share 20,000,000 shares authorized, 315,914 shares  issued at August 31, 2015 (February 28, 2015: 315,914)
    
315,914
      
315,914
  
Common stock, without par value 200,000,000 shares authorized, 132,043,448 shares issued at August 31, 2015 (February 28, 2015: 127,043,448)
    
15,769,794
      
15,619,794
  
Common stock payable
    
225,849
      
244,889
  
Accumulated Deficit
    
(21,287,588
)
    
(21,047,354
)
Total Stockholders’ Deficiency
    
(4,976,031
)
    
(4,866,757
)
    Total Liabilities and Stockholders’ Deficiency
  
$
34,904
    
$
27,934
  
 
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
 

SENSE TECHNOLOGIES INC.
 STATEMENTS OF OPERATIONS
For the three and six months ended August 31, 2015 and 2014
 (Stated in US Dollars)
 (Unaudited)

   
Three months ended
    
Six months ended
  
   
August 31,
    
August 31,
  
   
2015
    
2014
    
2015
    
2014
  
                         
Sales
  
$
61,500
    
$
20,264
    
$
118,488
    
$
75,300
  
Direct costs
    
33,359
      
78,113
      
73,009
      
125,970
  
                                 
Gross profit (loss)
    
28,141
      
(57,849
)
    
45,479
      
(50,670
)
                                 
Operating Expenses
                                
Advertising and promotion
    
2,748
      
-
      
2,748
      
-
  
Consulting fees
    
40,800
      
22,500
      
67,000
      
35,500
  
Contract labor
    
3,000
      
3,000
      
6,000
      
6,000
  
Depreciation
    
-
      
1,938
      
-
      
3,877
  
Engineering costs
    
-
      
-
      
874
      
-
  
Filing fees
    
7,716
      
5,610
      
8,266
      
5,810
  
Insurance
    
10,144
      
9,102
      
20,238
      
17,619
  
Bank charges
    
790
      
547
      
1,165
      
905
  
Legal and accounting
    
16,638
      
15,333
      
36,826
      
21,333
  
Office and miscellaneous
    
2,678
      
9,968
      
4,563
      
14,108
  
Rent
    
3,491
      
4,028
      
7,301
      
7,437
  
Tax penalties
    
2,996
      
5,993
      
5,993
      
5,993
  
Telephone and utilities
    
105
      
88
      
321
      
462
  
Transfer agent fees
    
500
      
890
      
2,500
      
3,874
  
Travel and automotive
    
-
      
119
      
688
      
4,736
  
     
91,606
      
79,116
      
164,483
      
127,654
  
Net operating loss
    
(63,465
)
    
(136,965
)
    
(119,004
)
    
(178,324
)
                                 
Other income and (expense)
                                
Interest expense
    
(48,717
)
    
(41,591
)
    
(105,434
)
    
(85,864
)
                                 
Net loss
    
(112,182
)
    
(178,556
)
    
(224,438
)
    
(264,188
)
                                 
Preferred dividends, paid or accrued
    
7,898
      
7,898
      
15,796
      
15,796
  
                                 
Net loss attributable to common stockholders
  
$
(120,080
)
  
$
(186,454
)
  
$
(240,234
)
  
$
(279,984
)
                                 
Basic and diluted loss per share
  
$
(0.00
)
  
$
(0.00
)
  
$
(0.00
)
  
$
(0.00
)
                                 
Weighted average number of shares outstanding
    
132,043,448
      
116,545,624
      
130,016,274
      
113,219,537
  

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
 
 
SENSE TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
For the six months ended August 31, 2015 and 2014
(Stated in US Dollars)
(Unaudited)

   
2015
    
2014
  
Operating Activities
            
Net loss for the period
  
$
(224,438
)
  
$
(264,188
)
Adjustments to reconcile net loss to net cash used in
Operating activities:
                
Depreciation
    
-
      
3,877
  
Amortization of debt discount
    
960
      
-
  
Changes in non-cash working capital balances related to operations:
                
Accounts Receivable
    
-
      
8,500
  
Prepaids
    
(6,970
)
    
(7,845
)
Accounts payable
    
(10,987
)
    
21,104
  
Accrued expenses
    
70,353
      
51,594
  
Advances payable
    
(36,125
)
    
(103,521
)
Net cash used in operating activities
    
(207,207
)
    
(290,479
)
Financing Activities
                
Borrowing on notes payable
    
157,913
      
168,486
  
Repayment on notes payable
    
(80,706
)
    
(133,007
)
Proceeds from common stock issued and payable for cash
    
130,000
      
255,000
  
Net cash provided by financing activities
    
207,207
      
290,479
  
                 
Increase (decrease) in cash during the period
    
-
      
-
  
                 
Cash, beginning of period
    
-
      
-
  
                 
Cash, end of period
  
$
-
    
$
-
  
                 
Supplemental Disclosures of Cash Flow Information:
                
                 
Cash Paid for Interest
  
$
13,185
    
$
13,389
  
Accrual of Preferred Stock Dividend
  
$
15,796
    
$
15,796
  
Stock Issued from Common Stock Payable
  
$
120,000
    
$
-
  
Stock Issued for Inducement
  
$
960
    
$
-
  

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
 
 
SENSE TECHNOLOGIES, INC.
STATEMENT OF STOCKHOLDERS’ DEFICIENCY
As of the period ended August 31, 2015
(Stated in US Dollars)

   
Common Stock
    
Preferred Stock
    
Common
              
   
Issued
          
Issued
          
Stock
    
Accumulated
        
   
Shares
    
Amount
    
Shares
    
Amount
    
Payable
    
Deficit
    
Total
  
                                           
Balance, February 28, 2014
    
109,893,448
    
$
15,068,392
      
315,914
    
$
315,914
    
$
184,889
    
$
(20,269,560
)
  
$
(4,700,365
)
Common stock issued for cash
    
15,000,000
      
450,000
      
-
      
-
      
-
      
-
      
450,000
  
Common stock issued for subscription
    
2,000,000
      
60,000
      
-
      
-
      
(60,000
)
    
-
      
-
  
Common stock issued for services
    
150,000
      
4,500
      
-
      
-
      
-
      
-
      
4,500
  
Common shares subscribed
    
-
      
-
      
-
      
-
      
120,000
      
-
      
120,000
  
Options issued to Directors
    
-
      
36,902
      
-
      
-
      
-
      
-
      
36,902
  
Dividends accrued
    
-
      
-
      
-
      
-
      
-
      
(31,591
)
    
(31,591
)
Net income (loss) for the period
    
-
      
-
      
-
      
-
      
-
      
(746,203
)
    
(746,203
)
Balance, February 28, 2015
    
127,043,448
      
15,619,794
      
315,914
      
315,914
      
244,889
      
(21,047,354
)
    
(4,866,757
)
Common stock issued for cash
    
1,000,000
      
30,000
      
-
      
-
      
-
      
-
      
30,000
  
Common stock issued for subscription
    
4,000,000
      
120,000
      
-
      
-
      
(120,000
)
    
-
      
-
  
Common shares payable for inducement
    
-
      
-
      
-
      
-
      
960
      
-
      
960
  
Common shares subscribed
    
-
      
-
      
-
      
-
      
100,000
      
-
      
100,000
  
Dividends accrued
    
-
      
-
      
-
      
-
      
-
      
(15,796
)
    
(15,796
)
Net income (loss) for the period
    
-
      
-
      
-
      
-
      
-
      
(224,438
)
    
(224,438
)
Balance, August 31, 2015 (unaudited)
    
132,043,448
    
$
15,769,794
      
315,914
    
$
315,914
    
$
225,849
    
$
(21,287,588
)
  
$
(4,976,031
)
 
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
 

SENSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
(Unaudited)
 
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations. Realization values August be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

While the information presented in the accompanying six months to August 31, 2015 financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. It is suggested that these interim unaudited financial statements be read in conjunction with the Company’s audited financial statements for the year ended February 28, 2015.

Reclassification
 
Certain amounts reported in the prior period financial statements have been reclassified to the current period presentation.

Recently Adopted and Recently Enacted Accounting Pronouncements
 
On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16—Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods.

On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17—Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force).  The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle.

On August 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements – Going Concerns (Subtopic 205-40): Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.
 
 
In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities August apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception August change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.
 
NOTE 2 – GOING CONCERN
 
At August 31, 2015, the Company had not yet achieved profitable operations, had an accumulated deficit of $21,287,588 (February 28, 2015 - $21,047,354) since its inception and incurred a net loss of $224,438 (2014 - $264,188) for the six months ended August 31, 2015 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers obtaining additional funds by equity financing and/or from related party. Management expects the Company’s cash requirement over the twelve-month period ended February 28, 2016 to be $300,000. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations.

NOTE 3 – PREPAID EXPENSES
 
As of August 31, 2015, included in prepaid expenses is $34,104 (February 28, 2015: $27,134) for an insurance premium for the directors of the Company financed through Flatiron Capital.  Insurance policy is from August 23, 2015 to August 23, 2016.
 
 
NOTE 4 – ACCRUED EXPENSES/ACCRUED EXPENSES – RELATED PARTY
 
Other liabilities and accrued expenses consisted of the following:
 
  
  
August 31,
    
February 28,
  
   
2015
    
2015
  
Bank overdraft
  
$
30,148
    
$
24,626
  
Accounts payable
    
542,065
      
558,574
  
Accounts payable – related party
    
35,884
      
35,884
  
Accrued royalties payable – Guardian Alert
    
480,000
      
480,000
  
                 
Detail of Accrued Expenses:
                
Accrued interest payable
    
1,107,161
      
1,024,502
  
Accrued non-resident withholding taxes, including accrued interest
    
188,514
      
183,472
  
Credit card
    
548
      
1,180
  
Commissions Payable
    
15,051
      
30,552
  
Accrued taxes payable
    
40,473
      
41,688
  
Total accrued expenses
  
$
1,351,747
    
$
1,281,394
  
                 
Detail of Accrued Expense – Related party:
                
Accrued payroll – related party
    
53,694
      
53,694
  
Other accrued liabilities – related party
    
17,117
      
17,117
  
Total accrued expenses – related party
  
$
70,811
    
$
70,811
  
 
As of August 31, 2015, included in the trade payables is $33,495 (February 28, 2015: $33,495) and $2,389 (February 28, 2015: $2,389) owing to directors of the Company, an accounting firm in which a director of the Company is a partner and a company controlled by the Company’s President and a director with respect to unpaid fees, purchases and expenses, $480,000 (February 28, 2015: $480,000) owing to stockholders of the Company in respect of royalties payable and $53,694 (February 28, 2015: $53,694) owing to the former president of the Company in respect of unpaid wages.
 
At August 31, 2015, advances payable of $39,975 (February 28, 2015: $76,100) are due to a company controlled by a director of the Company.  
 
The accounts payable and advances payable are unsecured, non-interest bearing and have no specific terms of repayment. Sense Technologies, Inc. plans to use the funds from sales, and if we are able to raise funds through equity issuances, to fund the payment of delinquent liabilities.
 
NOTE 5 – ROYALTIES PAYABLE

Pursuant to the licenses with ScopeOut® license called for $150,000 to be paid over two years (paid) along with a royalty of 10% of wholesale price for each ScopeOut® unit sold, but not less than $2.00 per unit. In order to maintain the exclusive license for the ScopeOut® products, in accordance with the license agreement with Palowmar Industries, LLC, we are required to pay royalties to the licensor based on the following minimum quantities of units sold:
 
 
a)
30,000 units per year beginning in years 1-2
 
b)
60,000 units per year beginning in years 3-4
 
c)
100,000 units per year beginning in years 5 and above.

During 2010, the Company re-negotiated the exclusive license agreement with the Scope Out® inventor. All prior minimum royalties were eliminated, and accordingly, the Company recorded $602,907 additional capital for a related party write-off.

Prepaid royalties payable under the new license are $5,000 per month for twelve months commencing September 1, 2010. The new agreement also calls for a 5% royalty with a $.75 per unit maximum “minimum royalty” to retain exclusivity with the following volumes:
 
End of calendar year containing the second anniversary: 30,000 units
End of calendar year containing the third anniversary:    60,000 units
End of calendar year containing the fourth anniversary: 110,000 units
End of calendar year containing the fifth anniversary and thereafter:  125,000 units
 
 
No royalties are currently accrued as we have not yet reached the end of the calendar year containing the second anniversary.

Such “calendar year” commencing the minimum royalties to retain exclusivity is the first year within which an Original Equipment Manufacturer (OEM) and/or Tier 1 manufacturer sub-licenses the Scope Out® product.

For any sub-licenses of the product, royalties are shared as follows:

OEM/Tier 1 Supplier Sub Licensor:                  65% Sense Technologies
                                                                                        35% Inventor

Any other Sub-Licensor:                                    50% Sense Technologies
                                                                                        50% Inventor
 
The current royalties accrued for Scope Out royalties are $nil as of August 31, 2015 and February 28, 2015.
 
Pursuant to the Guardian Alert licenses, we are required to make royalty payments to the licensors and meet sales targets as follows:
 
 
a)
$6.00(US) per unit on the first one million units sold;
 
b)
thereafter, the greater of $4.00(US) per unit sold or 6% of the wholesale selling price on units sold; and
 
c)
50% of any fees paid to Sense in consideration for tooling, redesign, technical or aesthetic development or, should the licensors receive a similar fee, the licensors will pay 50% to Sense.
 
In order to retain the exclusive right to this license we incurred minimum royalty fees. Because we were unable to pay these fees, we accrued the royalties as a payable. Royalties accruals were ceased in 2004 and rights of exclusivity were forfeited. Royalties payable to Guardian Alert are $480,000 and $480,000 as of August 31, 2015 and February 28, 2015, respectively.
 

NOTE 6 – NOTES PAYABLE, CONVERTIBLE NOTES PAYABLE, AND NOTES PAYABLE – RELATED PARTY
 
   
August 31,
    
February 28,
  
  
  
2015
    
2015
  
Promissory notes payable, unsecured, bearing interest at the rate of 12% per annum with repayment terms between August, 2015 and July, 2016.
  
$
 246,468
    
$
243,000
  
Promissory notes payable to related party, unsecured, bearing interest at the rate of 12% per annum with repayment between August, 2015 and April, 2016.  $9,500 in default.
    
439,590
      
439,590
  
Promissory notes payable, unsecured, bearing interest at the rate of 12% per annum with repayment due January 12, 2016.  
    
10,000
      
10,000
  
Promissory notes payable, unsecured, bearing interest at the rate of 12% per annum with repayment due March 30, 2012.  In default.
    
10,000
      
10,000
  
Finance agreement on directors’ and officers’ liability policy secured by the unearned insurance premium, bearing interest at 7.75%, maturing June 23, 2016.  This agreement is repayable in monthly principal and interest payments of $2,174.
    
20,815
      
6,569
  
Finance agreement on directors and officers liability policy, bearing interest at 7.75% per annum, no maturity date.
    
4,627
      
11,050
  
Promissory note payable, unsecured, bearing interest at the rate of 5.25% per annum, due in December 2007. In default.
    
100,000
      
100,000
  
Promissory note payable, unsecured, bearing interest at the rate of 6% per annum, maturing January and May, 2016.
    
65,500
      
91,500
  
Promissory note payable, unsecured, bearing interest at the rate of 6% per annum, maturing June 1, 2014.  In default.
    
51,843
      
75,198
  
Promissory note payable, unsecured, bearing interest at the rate of 7% per annum, maturing August 1, 2016.
    
50,000
      
50,000
  
Promissory note payable, unsecured, bearing interest at the rate of 5.5% per annum, maturing August 13, 2015.
    
40,000
      
40,000
  
Promissory note payable, personally guaranteed by a director of the Company, bearing interest at 4.0% per annum and maturing August 27, 2018.
    
74,594
      
86,259
  
Promissory note payable, unsecured, bearing interest at the rate of 7% per annum, maturing July 20, 2016.
    
10,000
      
10,000
  
Promissory note payable, unsecured, bearing interest at the rate of 12% per annum, maturing June 4, 2015
    
20,000
      
-
  
Promissory note payable, unsecured, bearing interest at the rate of 5.5% per annum, maturing between October, 2015 and July, 2016.
    
165,000
      
165,000
  
Promissory note payable, unsecured, bearing interest at the rate of 5.5% per annum, maturing August 13, 2015.
    
50,000
      
50,000
  
Promissory note payable, unsecured, bearing interest at the rate of 12% per annum, maturing December 21, 2015.
    
6,936
      
-
  
Promissory note payable, unsecured, bearing interest at the rate of 9.5% per annum, maturing June 12, 2016.
    
100,000
      
-
  
Promissory note payable, no stated interest or maturity date
    
2,000
      
2,000
  
  
    
1,467,373
      
1,390,166
  
Less: current portion
    
(1,392,779
)
    
(1,390,166
)
Long-term portion
  
$
74,594
    
$
-
  
 
 
The Company is in arrears with respect to six of the above notes payable totaling $242,158.
 
   
August 31,
2015
    
February 29,
2015
  
Convertible notes payable:                
Series B secured promissory notes payable, secured by a charge over the Company’s inventory, bearing interest at 10% per annum and are payable on demand, along with accrued interest thereon, on or after August 30, 2005. These notes plus accrued interest August be redeemed at any time after August 30, 2005. These notes August be converted into common shares of the Company at any time prior to demand for payment at the rate of one common share for each $0.29 of principal and interest owed. As of February 28, 2014 and February 28, 2013, these notes were in default.
  
$
534,447
    
$
534,447
  
                 
Unsecured promissory notes bearing interest at 10% per annum. These notes plus accrued interest are convertible into common shares of the Company at the rate of one common share for each $5.40 of principal and interest owed. These notes have matured and the holders thereof have received default judgments against the Company.
    
50,000
      
50,000
  
   
$
584,447
    
$
584,447
  

The Company is in arrears with respect to nine convertible notes payable totaling $584,447.
 
Future minimum note payments as of August 31, 2015 are as follows:
 
Years Ending February 28,
      
2016
  
$
1,977,226
  
2017
    
74,594
  
Thereafter
    
-
  
 
NOTE 7 – PREFERRED STOCK

The Class A preferred shares entitle the holders thereof to cumulative dividends of $0.10 per share annually and the right to convert the preferred shares into common shares at the rate of $0.29 per share. The shares were redeemable at the option of the Company at any time after August 30, 2005 at the redemption price of $1.00 per share plus payment of unpaid dividends.

Dividends on preferred shares are payable annually on July 31 of each year. During the six months ended August 31, 2015, the Company accrued dividends payable of $15,796 (February 28, 2015: $31,591). Dividends are currently accruing and total $408,485.

NOTE 8 – COMMON STOCK

a)           Common stock issued for cash

During the six months ended August 31, 2015, the Company received $100,000 of common stock subscribed in common stock payable for 3,333,333 shares.  The Company issued 1,000,000 shares of common stock for cash proceeds of $30,000.

During the year ended February 28, 2015, the Company issued 15,000,000 shares of common stock for cash proceeds of $450,000.

The Company issued promissory notes with stock granted as an incentive.  The stock was valued with relative fair value of common stock compared to fair market value of debt, common stock valued with closing price on date of agreement at $0.02. $960 recorded as a debt discount.  As the debt was due on demand, the discount was fully expensed in the first quarter ended May 31, 2015.   

The Company issued 4,000,000 shares of common stock for cash proceeds of $120,000 which was received in prior years and was initially record in Common Stock Payable at February 28, 2015.

b)           Common stock for services
 
During the year ended February 29, 2008, the Company granted an officer and a director of the Company to the right to receive 2,500,000 common shares for past services provided. The fair value of each common share was $0.08 on the grant date. The shares, fully vested and non-forfeitable on the grant date, were issued in 2009. This balance is presented as Common Stock as of February 28, 2010. Further, in connection with a consulting services agreement, the Company also committed to issue 1,111,110 common shares with fair value of $88,889, being $0.08 per share based on the quoted market price of the Company’s common shares. This balance is presented as Common Stock Payable as of August 31, 2014 and February 28, 2014.
 
 
During the year ended February 28, 2015, the Company issued 150,000 common shares for consulting services. The fair value of each common share was $0.03 based on the closing trading price on the grant date and was recorded as consulting expense of $4,500.

 c)          Options
 
Stock-based Compensation Plan
 
The Company has adopted a Stock Option Plan (‘the plan”) in which the Compensation Committee of the Board of Directors makes a determination to whom options should be granted and at what price and their terms of vesting.

The Company has elected to use the Black-Scholes option pricing model to determine the fair value of stock options granted. For employees, the compensation expense is amortized on a straight-line basis over the requisite service period which approximates the vesting period. Compensation expense for stock options granted to non-employees is amortized over the contract services period or, if none exists, from the date of grant until the options vest. Compensation associated with unvested options granted to non-employees is re-measured on each balance sheet date using the Black-Scholes option pricing model.

The expected volatility of options granted has been determined using the historical stock price. The Company uses historical data to estimate option exercise, forfeiture and employee termination within the valuation model. For non-employees, the expected term of the options approximates the full term of the options. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The Company has not paid and does not anticipate paying dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. Based on the best estimate, management applied the estimated forfeiture rate of Nil in determining the expense recorded in the accompanying Statement of Loss.
 
The Company has granted directors common share purchase options. These options were granted with an exercise price equal to the market price of the Company’s stock on the date of the grant.

   
August 31, 2015
  
   
Options
    
Weighted Average
Exercise Price
  
Outstanding and exercisable at beginning of the year
    
3,000,000
    
$
0.04
  
Issued during the year
    
-
      
-
  
Outstanding and exercisable, August 31, 2015
    
3,000,000
    
$
0.04
  
 
   
February 28, 2015
  
   
Options
    
Weighted Average
Exercise Price
  
Outstanding and exercisable at beginning of the year
    
3,000,000
    
$
0.04
  
Expired during the year
    
(1,000,000
)
    
(0.05
)
Issued during the year
    
1,000,000
      
0.03
  
Outstanding and exercisable, February 28, 2015
    
3,000,000
    
$
0.04
  

At August 31, 2015, the following director common share purchase options were outstanding entitling the holders thereof the right to purchase one common share for each share purchase option held:
 
     
Exercise
  
  
Number
    
Price
  
Expiry Date
         
  
 
3,000,000
    
$
0.03
  
December 31, 2015
 
d)           Warrants

As of August 31, 2015 and February 28, 2015, the Company had no outstanding warrants.
 
 
NOTE 9 – RELATED PARTY TRANSACTIONS

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

  
  
August 31,
  
  
  
2015
    
2014
  
Interest expense
  
$
26,375
    
$
26,375
  

As of August 31, 2015, included in accounts payable is $33,495 (February 28, 2015: $33,495) owing to an accounting firm in which a director of the Company is a partner and $2,389 (February 28, 2015: $2,389) to a shareholder with respect to unpaid fees and interest on promissory notes, $480,000 (February 28, 2015: $480,000) owing to shareholders of the Company in respect of royalties payable with no interest accruing, and $53,694 (February 28, 2015: $53,694) owing to the former president of the Company in respect of unpaid wages.

As of August 31, 2015, included in advances payable is $39,975 (February 28, 2015: $76,100) owed to a company controlled by a director.

As of August 31, 2015, promissory notes payable of $439,590 (February 28, 2015: $439,590 is due to a profit-sharing and retirement plan administered by a director of the Company.  Terms are:

Date Due:
  
Amount
  
December, 2015
  
$
216,372
  
December, 2015   
    
168,218
  
April, 2016    
    
15,000
  
August, 2015
    
9,500
  
November, 2015
    
30,500
  
Total
  
$
439,590
  
 
All bear interest at 12% per annum.

As of August 31, 2015, promissory note payable of $74,594 (February 28, 2015: $86,259) is personally guaranteed by a related party of the director of the company.
 
NOTE 10 – CONCENTRATIONS AND CONTINGENCIES

Concentrations

Approximately 100% of the Company’s revenues are obtained from two (2) customers. The Company is exposed to significant sales and accounts receivable concentration. Sales to these customers are not made pursuant to a long term agreement. Customers are under no obligation to continue to purchase from the Company.

For the six months ended August 31, 2015, one (1) customer accounted for approximately 99% of revenue. For the six months ended August 31, 2014, there was one (1) customer that accounted for 95% of sales revenue.
 
Contingencies

During the normal course of business we from time to time be involved in litigation or other possible loss contingencies. As of August 31, 2015 and August 31, 2014 management is not aware of any possible contingencies that would warrant disclosure pursuant to SFAS 5.

Commitments

Our future minimum royalty payments on the ScopeOut® agreement consist of the following:

A 5% royalty with a $.75 per unit maximum “minimum royalty” to retain exclusivity with the following volumes:
 
End of calendar year containing the second anniversary:
30,000 units
End of calendar year containing the third anniversary:
60,000 units
 
NOTE 11 – SUBSEQUENT EVENTS
 
Management has evaluated subsequent events through November 6, 2015, the date of which the financial statements were available to be issued.

 
Management’s Discussion And Analysis
Sense Technologies Inc. Form 10-Q
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our Financial Statements and Notes thereto for the period ended August 31, 2015 and our Financial Statements and notes thereto for the period ended August 31, 2014.

1.           Overview of Operations
 
Sense holds a non-exclusive license to manufacture, distribute, market and sublicense world-wide, a patented technology which is used to produce the Guardian Alert® backing awareness system for motor vehicles utilizing microwave radar technology.  The Company assembles the product in Charlotte, NC.  The company also holds a non-exclusive license to manufacture, distribute, market and sublicense world-wide, the ScopeOut® product, a patented system of specially-designed mirrors which are placed at specific points on vehicles to offer drivers a more complete view of the blind spots toward the rear of the vehicle.  This product is manufactured in China through an outsourced vendor.

2.           Results of Operations

For the three and six month period ended August 31, 2015 as compared to the three and six month period ended August 31, 2014.

   
For the three months ended
    
For the six months ended
  
   
August 31, 2015
    
August 31, 2014
    
August 31, 2015
    
August 31, 2014
  
Sales
                        
Sales Guardian Alert
    
61,500
      
20,264
      
118,488
      
75,300
  
Sales Scope Out
    
-
      
-
      
-
      
-
  
     
61,500
      
20,264
      
118,488
      
75,300
  

Sales for the six months ended August 31, 2015 increased by 57% from $75,300 to $118,488 due to increased demand for Guardian Alert. Revenue is recognized by management only upon receipt of an actual purchase order from a customer, and the related invoicing to the company or, in the absence of a purchase order (i.e., verbal order), the actual invoicing to the customer, when the products are shipped and collection is reasonably assured.

Sales for the three months ended August 31, 2015 increased by 203% from 20,264 to 61,500 due to increased demand from key customers.

We continued to market both products.  While it is the company objective to grow sales, no assurance can be given that we will be successful in this manner and sustain comparable sales in future periods.
 
   
 
For the three months ended
    
 
For the six months ended
  
   
August 31, 2015
    
August 31, 2014
    
August 31, 2015
    
August 31, 2014
  
Direct Cost
                        
Scope Out Direct Costs
                        
Manufacturing expenses
    
-
      
-
      
-
      
-
  
Research and development
    
-
      
-
      
-
      
-
  
Commissions
    
-
      
-
      
-
      
-
  
Royalties - related party
    
15,000
      
15,000
      
30,000
      
30,000
  
Total Scope Out Direct Costs
    
15,000
      
15,000
      
30,000
      
30,000
  
                                 
Guardian Alert Direct Costs
                                
Manufacturing expenses
    
2,469
      
38,823
      
2,469
      
50,080
  
Research and development
    
12,490
      
15,400
      
32,040
      
31,900
  
Commissions
    
3,400
      
8,890
      
8,500
      
13,990
  
Royalties
    
-
      
-
      
-
      
-
  
Total Guardian Alert Direct Costs
    
18,359
      
63,113
      
43,009
      
95,970
  
Total Direct Costs
    
33,359
      
78,113
      
73,009
      
125,970
  
 
 
Direct costs typically include the cost of raw materials necessary to make our products.  It also includes the cost of shipping the products from manufacturing location to our warehouse.  Direct costs also include costs in respect of obsolete inventory.

Direct costs related to Scope Out® were $15,000 and $15,000 for the three month periods ended August 31, 2015 and 2014, respectively.

Direct costs related to Scope Out® were $30,000 and $30,000 for the six month period ended August 31, 2015 and 2014, respectively.

Direct costs related to Guardian Alert were $18,359 and $63,113 for the three month period ending August 31, 2015 and 2014, respectively. This change represents a decrease of 71%. Commission expenses were $3,400 and $8,890 for the three month period ended August 31, 2015 and 2014, respectively. Commission expense decreased 62% due to a decrease in commissioned sales.  Manufacturing expenses were $2,469 and $38,823 for the three month period ended August 31, 2015 and 2014, respectively. This decrease is attributed to the strategic relationship created with our commercial marketing partner, where Sense no longer directly incurs production and/or inventory costs for commercial feet application product sales.   Manufacturing expenses in Direct Costs for the Guardian Alert® for the three months ended in 2015 and 2014 represents assembly costs for the sales achieved for the same period.  Research and development expenses were $12,490 and $15,400 for the three month periods ended August 31, 2015 and 2014, respectively.

Direct costs related to Guardian Alert were $43,009 and $95,970 for the six month period ending August 31, 2015 and 2014, respectively. This change represents a decrease of 55%. Commission expenses were $8,500 and $13,990 for the six month period ended August 31, 2015 and 2014, respectively. Commission expense decreased 39% due to a decrease in commissioned sales.  Manufacturing expenses were $2,469 and $50,080 for the six month period ended August 31, 2015 and 2014, respectively.  Manufacturing expenses in Direct Costs for the Guardian Alert® for the three months ended in 2015 and 2014 represents assembly costs for the sales achieved for the same period.  Research and development expenses were $32,040 and $31,900 for the six month periods ended August 31, 2015 and 2014, respectively.
 
Selling, General, and Administrative
             
   
For the three months ended
    
For the six months ended
  
   
August 31, 2015
    
August 31, 2014
    
August 31, 2015
    
August 31, 2014
  
Advertising
  
$
2,748
    
$
-
    
$
2,748
    
$
-
  
Consulting fees
    
40,800
      
22,500
      
67,000
      
35,500
  
Contract labor
    
3,000
      
3,000
      
6,000
      
6,000
  
Depreciation
    
-
      
1,938
      
-
      
3,877
  
Engineering costs
    
-
      
-
      
874
      
-
  
Filing fees
    
7,716
      
5,610
      
8,266
      
5,810
  
Insurance
    
10,144
      
9,102
      
20,238
      
17,619
  
Bank charges
    
790
      
547
      
1,165
      
905
  
Legal and accounting
    
16,638
      
15,333
      
36,826
      
21,333
  
Office and miscellaneous
    
2,678
      
9,968
      
4,563
      
14,108
  
Rent
    
3,491
      
4,028
      
7,301
      
7,437
  
Tax penalties
    
2,996
      
5,993
      
5,993
      
5,993
  
Telephone and utilities
    
105
      
88
      
321
      
462
  
Transfer agent fees
    
500
      
890
      
2,500
      
3,874
  
Travel and automotive
    
-
      
119
      
688
      
4,736
  
Interest expense
    
48,717
      
41,591
      
105,434
      
85,864
  
     
140,323
      
120,707
      
269,917
      
213,518
  

Sense Technologies, Inc. had selling, general and administrative expenses of $140,323 for the three month period ended August 31, 2015 compared to selling, general and administrative expenses of $120,707 for the three month period ended August 31, 2014, an increase in selling, general and administrative expenses of 16% from the prior period. 

General and administrative expenses of $269,917 for the six month period ended August 31, 2015 compared to selling, general and administrative expenses of $213,518 for the six month period ended August 31, 2014, an increase in selling, general and administrative expenses of 26% from the prior period.
 
 
Consulting fees increased from $22,500 for the three month period ended August 31, 2014 to $40,800 for the three month period ended August 31, 2015. The increase was a result of consulting related to Guardian Alert product sales.

Consulting fees increased from $35,500 for the six month period ended August 31, 2014 to $67,000 for the six month period ended August 31, 2015. The increase was a result of consulting related to Guardian Alert product sales.

The Company determined that prior expenses for marketing and advertising costs related to the sales plan for ScopeOut® were not producing results. Management believed it was in the best interest of the company to discontinue these costs. The Company is concentrating on Guardian Alert® sales based on market interest, and in doing so as cost-efficiently as possible, the Company has replaced those costs with a “little-to-no cost” effort of asking existing fleet-customers to refer the Guardian Alert® products to other fleets.  Additionally, the company is paying more in commissions, as previously stated, because of the efforts to incentivize the sales of the Guardian Alert® to fleets.

Legal and accounting fees increased from $15,333 in the three month period ended August 31, 2014 to $16,638 for the three month period ended August 31, 2015.

Legal and accounting fees increased from $21,333 in the six month period ended August 31, 2014 to $36,826 for the six month period ended August 31, 2015.

Following summarizes the overall operations results for the six month period ended August 31:
 
               
Increase
    
%  Increase
  
   
2015
    
2014
    
( Decrease)
    
(decrease)
  
                         
Sales
    
118,488
      
75,300
      
43,188
      
57.35
  
Direct Costs
    
73,009
      
125,970
      
(52,961
)
    
(42.04
)
General and Administrative expenses
    
269,917
      
213,518
      
56,399
      
26.41
  
Net Loss
    
(224,438
)
    
(264,188
)
    
39,750
      
15.05
  
Basic and Diluted Loss per share
    
(0.00
)
    
(0.00
)
                

We had a loss from operations of $224,438 for six month period ended August 31, 2015, compared to a loss from operations of $264,188 for the six month period ended August 31, 2014, a decrease in loss from operations of $39,750 from the prior year.
 
Liquidity and Capital Resources

Our cash position at August 31, 2015 was $nil as compared to $Nil at February 28, 2015. This was due to our use of cash in operating and investing activities and cash provided by financing activities as described below.

We have a working capital deficit of 4,901,437 and 4,481,998 as of August 31, 2015 and February 28, 2015, respectively. If we are unable to raise adequate working capital for fiscal 2016, we will be restricted in the implementation of our business plan.  If this were to happen, the value of our securities would diminish and we may be forced to change our business plan for fiscal 2016, which would result in the value of our securities declining in value and/or becoming worthless.  If we raise an adequate amount of working capital to implement our business plan, we anticipate incurring significant expenses relating to paying down our notes payable and royalties that are in arrears. Additionally we will incur net losses until a sufficient client base can be established, of which there can be no assurance.

Net cash used in operating activities
 
Net cash used in operating activities was $207,207 in 2015, compared to $290,479 in 2014. The decrease in cash used in 2015 was largely due to the decrease in advances payable.
 
Net cash provided by financing activities

Net cash provided by financing activities was $207,207 in 2015 compared to net cash used of $290,479 in 2014.

In 2015, we received $130,000 through subscriptions to our common shares.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.
 
Not applicable.
 

Item 4. Controls and Procedures.
 
Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of its management, including its chief executive officer (who is also acting in the capacity as the principal accounting officer), of the effectiveness of its disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, the Company’s principal executive officer and principal financial officer has concluded that, as of the end of the period covered in this report, the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
 
The Company, including its principal executive officer and principal financial officer, does not expect that its disclosure controls and procedures or its internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, the Company performed additional analysis and other post-closing procedures in an effort to ensure its consolidated financial statements included in this quarterly report have been prepared in accordance with generally accepted accounting principles. Accordingly, the Company believes that the financial statements included in this report fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.

The Company’s internal conclusion related to its disclosure and procedural controls is due to the number and magnitude or changes to its draft 10Q recommended by the Company’s independent auditor.

The Company plans to continue working with competent outside professionals to help it with quarterly reporting and if its business plan is successful additional improvements in the Company’s accounting department will be made.

Changes in Internal Control over Financial Reporting

In addition, the Company with the participation of its chief executive officers have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended August 31, 2015 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
 
PART II-OTHER INFORMATION

Item 1. Legal Proceedings.
 
None.

Item 1A. Risk Factors.
 
There were no material changes in our risk factors from our Form 10-K for the year ended February 28, 2015.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
There were no unregistered sales of equity securities during the six months ended August 31, 2015.

Item 3. Defaults Upon Senior Securities.
 
None.

Item 4. Mine Safety Disclosures.
 
Not applicable.

Item 5. Other Information.
 
Sense Technologies has entered an agreement with a global company to market the Guardian Alert® under a registered trade name.
 
Item 6. Exhibits.
 
31.1
32.1
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document

 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
 
SENSE TECHNOLOGIES INC.
  
     
     
November 10, 2015
/s/ BRUCE E. SCHREINER
  
 
Bruce E. Schreiner
  
 
Chief Executive Officer, President, Director, Chief Financial Officer and Principal Accounting Officer
  
 
 
 
 
19
 
 


Exhibit 31.1




CERTIFICATIONS

I, Bruce E. Schreiner, certify that:
       
1.
I have reviewed this report of the six months ended August 31, 2015 of Sense Technologies, Inc.
 
2.  
Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statement, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.
The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15e)) for the small business issuer and have:

 
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in which the annual report is being prepared;

 
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

 
c)
evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.

 
d)
disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5.
The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s board of directors (or persons performing the equivalent function):

 
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

 
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s control over financial reporting.


November 10, 2015
 
   
/s/ BRUCE E. SCHREINER
  
Bruce E. Schreiner, President and Principal Executive Officer

 
 
 


Exhibit 32.1
 
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AND RULE 13a-14(b) OR RULE 15d-14(b)
OF THE U.S SECURITIES EXCHANGE ACT OF 1934


In connection with the Quarterly Report of Sense Technologies Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended August 31, 2015 as filed with the Securities and Exchange Commission (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, and Rule 13a-14(b), that to his knowledge:

 
1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 
2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 10, 2015
   
/s/ BRUCE E. SCHREINER
  
Bruce E. Schreiner, President and Principal Financial Officer
   

 
 
 
Sense Technologies (CE) (USOTC:SNSGF)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more Sense Technologies (CE) Charts.
Sense Technologies (CE) (USOTC:SNSGF)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more Sense Technologies (CE) Charts.