Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - SENSE TECHNOLOGIES INC | Financial_Report.xls |
| EX-32.1 - EX-32.1 - SENSE TECHNOLOGIES INC | ex32-1.htm |
| EX-31.1 - EX-31.1 - SENSE TECHNOLOGIES INC | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended November 30, 2014
OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition Period From to
Commission File Number: 000-29990
SENSE TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
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British Columbia
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90010141
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|
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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|
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2535 N. Carleton Avenue
Grand Island, Nebraska
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68803
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|
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(Address of principal executive offices)
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(Zip Code)
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(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.
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Large accelerated filer ¨
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Accelerated filer ¨
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|
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Non-accelerated filer ¨
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Smaller reporting company x
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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.
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Class
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Outstanding at March 19, 2015
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|
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Common Stock
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127,043,448 shares
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TABLE OF CONTENTS
Sense Technologies Inc. Form 10-Q
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PART I-FINANCIAL INFORMATION
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1
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ITEM 1.
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1
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2
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||
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3
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||
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4
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||
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5
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6
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||
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ITEM 2.
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17
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ITEM 3.
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19
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ITEM 4.
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20
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PART II-OTHER INFORMATION
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21
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ITEM 1.
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21
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ITEM 1A.
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21
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ITEM 2.
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21
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ITEM 3.
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21
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ITEM 4.
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21
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ITEM 5.
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21
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ITEM 6.
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21
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22
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
SENSE TECHNOLOGIES INC.
INTERIM FINANCIAL STATEMENTS
NOVEMBER 30, 2014
(Stated in US Dollars)
(Unaudited)
SENSE TECHNOLOGIES, INC.
BALANCE SHEETS
As of November 30, 2014 and February 28, 2014
(Stated in US Dollars)
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November 30
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February 28
|
|||||||
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2014
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2014
|
|||||||
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(Unaudited)
|
||||||||
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ASSETS
|
||||||||
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Current
|
||||||||
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Accounts Receivable
|
$
|
-
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$
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8,500
|
||||
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Prepaids
|
20,932
|
22,297
|
||||||
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Total Current Assets
|
20,932
|
30,797
|
||||||
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Deposit
|
800
|
800
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||||||
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Equipment – Net of accumulated depreciation of $140,768 and $134,952 at November 30, 2014 and February 28, 2014, respectively
|
1,939
|
7,755
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||||||
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Intangible assets
|
51
|
51
|
||||||
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Total Assets
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$
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23,722
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$
|
39,403
|
||||
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LIABILITIES
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||||||||
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Current
|
||||||||
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Bank overdraft
|
$
|
26,587
|
$
|
14,022
|
||||
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Accounts payable
|
550,731
|
564,291
|
||||||
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Accounts payable-related party
|
35,884
|
35,884
|
||||||
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Accrued expenses
|
1,257,486
|
1,162,273
|
||||||
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Accrued expenses-related party
|
70,811
|
70,811
|
||||||
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Royalty payable – related party
|
480,000
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480,000
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||||||
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Notes payable, current portion
|
370,085
|
551,954
|
||||||
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Notes payable, current portion – default
|
581,795
|
263,000
|
||||||
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Notes payable – related party
|
91,991
|
108,877
|
||||||
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Notes payable-related party - default
|
439,590
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439,590
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||||||
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Advances payable – related entity
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15,451
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103,521
|
||||||
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Dividends payable
|
384,792
|
361,098
|
||||||
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Convertible promissory notes payable - default
|
584,447
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584,447
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||||||
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Total Current Liabilities
|
4,889,650
|
4,739,768
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||||||
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STOCKHOLDERS' DEFICIENCY
|
||||||||
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Class A preferred shares, without par value, redeemable at $1 per share 20,000,000 shares authorized, 315,914 shares issued at November 30, 2014 (February 28, 2014: 315,914)
|
315,914
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315,914
|
||||||
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Common stock, without par value 150,000,000 shares authorized, 118,393,448 shares issued at November 30, 2014 (February 28, 2014: 109,893,448)
|
15,323,392
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15,068,392
|
||||||
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Common stock payable
|
304,889
|
184,889
|
||||||
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Deficit
|
(20,810,123
|
)
|
(20,269,560
|
)
|
||||
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Total Stockholders’ Deficiency
|
(4,865,928
|
)
|
(4,700,365
|
)
|
||||
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Total Liabilities and Stockholders’ Deficiency
|
$
|
23,722
|
$
|
39,403
|
||||
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
SENSE TECHNOLOGIES INC.
INTERIM STATEMENTS OF LOSS
For the three and nine months ended November 30, 2014 and 2013
(Stated in US Dollars)
(Unaudited)
|
Three months ended
|
Nine months ended
|
|||||||||||||||
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November 30,
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November 30,
|
|||||||||||||||
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2014
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2013
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2014
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2013
|
|||||||||||||
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Sales
|
$
|
35,944
|
$
|
39,068
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$
|
111,244
|
$
|
567,982
|
||||||||
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Direct costs
|
114,255
|
104,881
|
240,225
|
667,386
|
||||||||||||
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Gross profit (loss)
|
(78,311
|
)
|
(65,813
|
)
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(128,981
|
)
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(99,404
|
)
|
||||||||
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Operating Expenses
|
||||||||||||||||
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Consulting fees
|
74,500
|
230,281
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110,000
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251,281
|
||||||||||||
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Contract labor
|
3,000
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3,000
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9,000
|
9,000
|
||||||||||||
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Depreciation
|
1,939
|
2,359
|
5,816
|
7,077
|
||||||||||||
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Filing fees
|
7,016
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2,876
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12,826
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10,652
|
||||||||||||
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Insurance
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9,213
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7,918
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26,832
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23,128
|
||||||||||||
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Bank charges
|
651
|
534
|
1,556
|
1,471
|
||||||||||||
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Legal and accounting
|
7,199
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7,412
|
28,532
|
36,548
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||||||||||||
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Office and miscellaneous
|
6,061
|
3,051
|
20,169
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18,931
|
||||||||||||
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Rent
|
3,759
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3,719
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11,196
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11,775
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||||||||||||
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Tax penalties
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1,000
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-
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6,993
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-
|
||||||||||||
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Telephone and utilities
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92
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143
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554
|
426
|
||||||||||||
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Transfer agent fees
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2,450
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1,527
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6,324
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2,322
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||||||||||||
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Travel and automotive
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1,928
|
292
|
6,664
|
14,253
|
||||||||||||
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118,808
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263,112
|
246,462
|
386,864
|
|||||||||||||
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Net operating loss
|
(197,119
|
)
|
(328,925
|
)
|
(375,443
|
)
|
(486,268
|
)
|
||||||||
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Other income and (expense)
|
||||||||||||||||
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Interest expense
|
(55,562
|
)
|
(45,032
|
)
|
(141,426
|
)
|
(154,383
|
)
|
||||||||
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Net loss
|
(252,681
|
)
|
(373,957
|
)
|
(516,869
|
)
|
(640,651
|
)
|
||||||||
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Preferred dividends, paid or accrued
|
(7,898
|
)
|
(7,898
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)
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(23,694
|
)
|
(23,694
|
)
|
||||||||
|
Net loss attributable to common stockholders
|
$
|
(260,579
|
)
|
$
|
(381,855
|
)
|
$
|
(540,563
|
)
|
$
|
(664,345
|
)
|
||||
|
Basic and diluted loss per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
||||
|
Weighted average number of shares outstanding
|
118,393,450
|
103,619,814
|
114,931,632
|
103,334,993
|
||||||||||||
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
SENSE TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
For the nine months ended November 30, 2014 and 2013
(Stated in US Dollars)
(Unaudited)
|
2014
|
2013
|
|||||||
|
Operating Activities
|
||||||||
|
Net loss for the period
|
$
|
(516,869
|
)
|
$
|
(640,651
|
)
|
||
|
Adjustments to reconcile net loss to net cash used in
Operating activities:
|
||||||||
|
Depreciation
|
5,816
|
7,077
|
||||||
|
Amortization of debt discount
|
-
|
17,374
|
||||||
|
Changes in non-cash working capital balances related to operations:
|
||||||||
|
Accounts Receivable
|
8,500
|
21,530
|
||||||
|
Prepaids
|
1,365
|
932
|
||||||
|
Deferred revenue
|
-
|
(157,500
|
)
|
|||||
|
Accounts payable
|
(995
|
)
|
305,649
|
|||||
|
Accrued expenses
|
95,213
|
156,923
|
||||||
|
Advances payable
|
(88,070
|
)
|
27,151
|
|||||
|
Net cash used in operating activities
|
(495,040
|
)
|
(261,515
|
)
|
||||
|
Financing Activities
|
||||||||
|
Borrowing on notes payable
|
283,486
|
179,998
|
||||||
|
Repayment on notes payable
|
(163,446
|
)
|
(70,505
|
)
|
||||
|
Proceeds from common stock issued for cash
|
375,000
|
83,000
|
||||||
|
Net cash provided by financing activities
|
495,040
|
192,493
|
||||||
|
Increase (decrease) in cash during the period
|
-
|
(69,022
|
)
|
|||||
|
Cash, beginning of period
|
-
|
69,022
|
||||||
|
Cash, end of period
|
$
|
-
|
$
|
-
|
||||
|
Supplemental Disclosures of Cash Flow Information:
|
||||||||
|
Cash Paid for Interest
|
$
|
21,167
|
$
|
26,338
|
||||
|
Accrual of Preferred Stock Dividend
|
$
|
23,694
|
$
|
23,694
|
||||
|
Stock issued for common stock payable
|
$
|
-
|
$
|
36,000
|
||||
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
SENSE TECHNOLOGIES, INC.
STATEMENT OF STOCKHOLDERS’ DEFICIENCY
As of the period ended November30, 2014
(Stated in US Dollars)
|
Common Stock
|
Preferred Stock
|
Common
|
||||||||||||||||||||||||||
|
Issued
|
Issued
|
Stock
|
Accumulated
|
|||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Payable
|
Deficit
|
Total
|
||||||||||||||||||||||
|
Balance, February 28, 2013
|
102,768,448
|
$
|
14,868,018
|
315,914
|
$
|
315,914
|
$
|
154,889
|
$
|
(19,484,755
|
)
|
$
|
(4,145,934
|
)
|
||||||||||||||
|
Common stock issued for cash
|
4,900,000
|
147,000
|
-
|
-
|
-
|
-
|
147,000
|
|||||||||||||||||||||
|
Common stock issued for subscription
|
1,200,000
|
36,000
|
-
|
-
|
(36,000
|
)
|
-
|
-
|
||||||||||||||||||||
|
Common stock issued as inducement
|
1,025,000
|
17,374
|
-
|
-
|
-
|
-
|
17,374
|
|||||||||||||||||||||
|
Common shares subscribed
|
-
|
-
|
-
|
-
|
66,000
|
-
|
66,000
|
|||||||||||||||||||||
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
(31,591
|
)
|
(31,591
|
)
|
|||||||||||||||||||
|
Net loss for the period
|
-
|
-
|
-
|
-
|
-
|
(753,214
|
)
|
(753,214
|
)
|
|||||||||||||||||||
|
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
|
6,500,000
|
195,000
|
-
|
-
|
-
|
-
|
195,000
|
|||||||||||||||||||||
|
Common stock issued for subscription
|
2,000,000
|
60,000
|
-
|
-
|
(60,000
|
)
|
-
|
-
|
||||||||||||||||||||
|
Common shares subscribed
|
-
|
-
|
-
|
-
|
180,000
|
-
|
180,000
|
|||||||||||||||||||||
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
(23,694
|
)
|
(23,694
|
)
|
|||||||||||||||||||
|
Net loss for the period
|
-
|
-
|
-
|
-
|
-
|
(516,869
|
)
|
(516,869
|
)
|
|||||||||||||||||||
|
Balance, November 30, 2014 (unaudited)
|
118,393,448
|
$
|
15,323,392
|
315,914
|
$
|
315,914
|
$
|
304,889
|
$
|
(20,810,123
|
)
|
$
|
(4,865,928
|
)
|
||||||||||||||
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 nine months to November 30, 2014 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, 2014.
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.
In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements.
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:
|
-
|
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
|
|
-
|
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.
|
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.
NOTE 2 – GOING CONCERN
At November 30, 2014, the Company had not yet achieved profitable operations, had an accumulated deficit of $20,810,123 (February 28, 2014 - $20,269,560) since its inception and incurred a net loss of $516,869 (2013 - $640,651) for the nine months ended November 30, 2014 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, 2015 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 November 30, 2014, included in prepaid expenses is $20,932 (February 28, 2014: $22,297) for an insurance premium for the directors of the Company financed through Flatiron Capital. Insurance policy is from August 23, 2014 to August 23, 2015.
NOTE 4 – EQUIPMENT
The following is a summary of this category, including estimated useful lives of the assets:
|
November 30,
2014
|
February 28,
2014
|
|||||||
|
Computer Equipment (5 yrs)
|
$
|
38,297
|
$
|
38,297
|
||||
|
Furniture and Fixtures (7 yrs)
|
11,217
|
11,217
|
||||||
|
Testing Equipment (5 yrs)
|
27,137
|
27,137
|
||||||
|
Product Molds (7 yrs)
|
66,056
|
66,056
|
||||||
|
Subtotal
|
142,707
|
142,707
|
||||||
|
Less: Accumulated Depreciation
|
(140,768
|
)
|
(134,952
|
)
|
||||
|
Total
|
$
|
1,939
|
$
|
7,755
|
||||
NOTE 5 – INTANGIBLES
Intangible assets are comprised as follows:
|
|
November 30,
2014
|
February 28,
2014
|
||||||
|
Guardian Alert License
|
$
|
50
|
$
|
50
|
||||
|
Scope Out Mirror License
|
1
|
1
|
||||||
|
Net carrying cost
|
$
|
51
|
$
|
51
|
||||
Guardian Alert License
By an Assignment Agreement dated April 30, 1992 and amendments thereto dated August 27, 1992, July 14, 1992, April 5, 1993, August 13, 1993, March 10, 1997, August 29, 1997 and February 25, 1999 the Company has been assigned the right, title, interest and obligations in a License Agreement to manufacture, market and distribute a microwave radar collision avoidance device for motor vehicles. Pursuant to this license, the Company is required to make royalty payments to the licensor 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.
At November 30, 2014, the royalty payable - related party to the Guardian Alert License was $480,000 (2013: $480,000). We intend to repay these payables upon successful completion of our business plan and raising of capital via debt or equity instruments.
In order to retain the exclusive right to manufacture market and distribute the Guardian Alert, the Company had been required, upon being assigned the license, to manufacture and sell various minimum numbers of units by certain milestone dates. As a result of not being able to meet the minimum milestone requirements under the license agreement, during the year ended February 28, 2004, the Company determined that it did not wish to retain the exclusive right to manufacture, market and distribute the Guardian Alert unit and, with agreement of the licensor, ceased accruing the minimum royalty due to the licensor. Any product sales subsequent to this date are considered to be part of the minimum royalty until such time that amounts exceed the minimum royalty accrued.
During the year ended February 28, 2005, based on an assessment of recoverability that took into consideration a history of operating losses and a forecast that demonstrated continuing losses associated with the use of the Guardian Alert, the Company wrote-down the license rights to a nominal value of $50.
Scope Out Mirror License
During the year ended February 28, 2005, the Company acquired a license with a unlimited life to manufacture, sell, deliver and install the Lateral-View Mirror (“Scope Out Mirror”). As consideration, the Company paid a license fee of $150,000.
During the year ended February 28, 2007, the Company determined the license was impaired and accordingly, wrote it down to a nominal value of $1.
Pursuant to the ScopeOut® Mirror License agreement, the Company is obligated to pay a royalty of 10% of the wholesale price for each ScopeOut® Mirror sold which, in any event, shall not be less than $2.00 per unit.
In order to retain the exclusive right to manufacture, sell, deliver and install the ScopeOut® Mirror, the Company is required to pay the royalty due on the following minimum number of units sold:
i) 30,000 units per year for the years ended September 23, 2005 and 2006;
ii) 60,000 units for the year ended September 23, 2007; and
iii) 100,000 units per year in the years ended September 23, 2008 and thereafter.
During the quarter ended November 30, 2014, the Company accrued $nil (2013: $nil) in respect of the royalty owed in respect of the ScopeOut® Mirror License agreement. Under the terms and conditions of the license agreement, the Company is obligated to pay interest on the outstanding royalty payable to the extent that the minimum royalties due under the agreement have not been paid and is calculated at a rate of 8% per annum. As of November 30, 2014, the Company has accrued $59,929 as interest payable. The Company had been unable to make this payment timely, causing the license to revert to non-exclusive.
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 following table presents the changes in the accrued royalties – related party balance from November 30, 2014 to February 28, 2014:
|
Guardian Alert
|
November 30,
2014
|
February 28,
2014
|
||||||
|
Beginning balance
|
$
|
480,000
|
$
|
480,000
|
||||
|
Accrued
|
-
|
-
|
||||||
|
Paid
|
-
|
-
|
||||||
|
Total Guardian Alert
|
480,000
|
480,000
|
||||||
|
Scope Out
|
||||||||
|
Beginning balance
|
-
|
-
|
||||||
|
Accrued
|
-
|
-
|
||||||
|
-
|
-
|
|||||||
|
Total Accrued Royalties
|
$
|
480,000
|
$
|
480,000
|
||||
NOTE 6 – ACCRUED EXPENSES/ACCRUED EXPENSES – RELATED PARTY
Other liabilities and accrued expenses consisted of the following:
|
|
November 30,
|
February 28,
|
||||||
|
2014
|
2014
|
|||||||
|
Bank overdraft
|
$ | 26,587 | $ | 14,022 | ||||
|
Accounts payable
|
550,731 | 564,291 | ||||||
|
Accounts payable – related party
|
35,884 | 35,884 | ||||||
|
Accrued royalties payable – Guardian Alert
|
480,000 | 480,000 | ||||||
|
Advances Payable
|
15,451 | 103,521 | ||||||
|
Detail of Accrued Expenses:
|
||||||||
|
Accrued interest payable
|
999,989 | 893,035 | ||||||
|
Accrued non-resident withholding taxes, including accrued interest
|
178,430 | 173,388 | ||||||
|
Credit card
|
1,686 | 3,054 | ||||||
|
Commissions Payable
|
35,560 | 48,679 | ||||||
|
Accrued taxes payable
|
41,821 | 44,117 | ||||||
|
Total accrued expenses
|
$ | 1,257,486 | $ | 1,162,273 | ||||
|
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 November 30, 2014, included in the trade payables is $33,495 (February 28, 2014: $33,495) and $2,389 (February 28, 2014: $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, 2014: $480,000) owing to stockholders of the Company in respect of royalties payable and $53,694 (February 28, 2014: $53,694) owing to the former president of the Company in respect of unpaid wages.
At November 30, 2014, advances payable of $15,451 (February 28, 2014: $103,521) 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 7 – 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 November 30, 2014 and February 28, 2014.
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 November 30, 2014 and February 28, 2014, respectively.
NOTE 8 – NOTES PAYABLE, CONVERTIBLE NOTES PAYABLE, AND NOTES PAYABLE – RELATED PARTY
|
November 30,
|
February 28,
|
|||||||
|
|
2014
|
2014
|
||||||
|
Promissory notes payable, unsecured, bearing interest at the rate of 12% per annum with repayment terms between August 2012 and July, 2012. In default.
|
$
|
243,000
|
$
|
243,000
|
||||
|
Promissory notes payable to related party, unsecured, bearing interest at the rate of 12% per annum with repayment due December 15, 2012. In default.
|
439,590
|
439,590
|
||||||
|
Promissory notes payable, unsecured, bearing interest at the rate of 12% per annum with repayment due January 12, 2012. In default.
|
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, 2015. This agreement is repayable in monthly principal and interest payments of $2,174.
|
13,085
|
7,312
|
||||||
|
Finance agreement on directors and officers liability policy, bearing interest at 7.75% per annum, no maturity date.
|
-
|
8,508
|
||||||
|
Promissory note payable, unsecured, bearing interest at the rate of 5.25% per annum, in default.
|
91,500
|
100,000
|
||||||
|
Promissory note payable, unsecured, bearing interest at the rate of 12.0% per annum, no maturity date.
|
100,000
|
100,000
|
||||||
|
Promissory note payable, unsecured, bearing interest at the rate of 6% per annum, maturing June 1, 2014. In default.
|
92,295
|
99,134
|
||||||
|
Promissory note payable, unsecured, bearing interest at the rate of 6% per annum, maturing January 31, 2014.
|
-
|
100,000
|
||||||
|
Promissory note payable, unsecured, bearing interest at the rate of 7% per annum, maturing October 16, 2013. In default.
|
50,000
|
50,000
|
||||||
|
Promissory note payable, unsecured, bearing interest at the rate of 7% per annum, maturing August 19, 2014. In default.
|
75,000
|
75,000
|
||||||
|
Promissory note payable, personally guaranteed by a director of the Company, bearing interest at 4.0% per annum and maturing August 27, 2018.
|
91,991
|
108,877
|
||||||
|
Promissory note payable, unsecured, bearing interest at the rate of 7% per annum, maturing July 20, 2014. In default.
|
10,000
|
10,000
|
||||||
|
Promissory note payable, no stated interest or maturity date
|
2,000
|
2,000
|
||||||
|
Promissory note payable, unsecured, bearing interest at the rate of 5.5% per annum, maturing July 1, 2015.
|
50,000
|
-
|
||||||
|
Promissory note payable, unsecured, bearing interest at the rate of 5.5% per annum, maturing August 13, 2015.
|
155,000
|
-
|
||||||
|
Promissory note payable, unsecured, bearing interest at the rate of 5.5% per annum, maturing August 13, 2015.
|
50,000
|
-
|
||||||
|
|
$
|
1,483,461
|
$
|
1,363,421
|
||||
The Company is in arrears with respect to nine of the above notes payable totaling $1,021,385.
|
Convertible notes payable:
|
November 30,
2014
|
February 28,
2014
|
||||||
|
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 November 30, 2014 are as follows:
|
Years Ending February 28,
|
||||
|
2015
|
$
|
2,067,908
|
||
|
2016
|
-
|
|||
|
Thereafter
|
-
|
|||
NOTE 9 – 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 nine months ended November 30, 2014, the Company accrued dividends payable of $23,694 (February 28, 2014: $31,591). Dividends are currently accruing and total $384,792.
NOTE 10 – COMMON STOCK
a) Common stock issued for cash
During the nine months ended November 30, 2014, the Company issued 8,500,000 shares of common stock $255,000.
During the year ended February 28, 2014, the Company issued 4,900,000 shares of common stock for cash proceeds of $147,000.
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. $17,374 recorded as a debt discount. As the debt was due on demand, the discount was fully expensed in the second quarter ended August 31, 2013. The Company issued 1,025,000 shares during the quarter ended November 30, 2013 for this inducement.
The Company issued 1,200,000 shares of common stock for cash proceeds of $36,000 which was received in prior years and record as Common Stock Payable.
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 November 30, 2014 and February 28, 2014.
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.
|
November 30, 2014
|
||||||||
|
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, November 30, 2014
|
3,000,000
|
$
|
0.04
|
|||||
|
February 28, 2014
|
||||||||
|
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, 2014
|
3,000,000
|
$
|
0.04
|
|||||
At November 30, 2014, 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, 2014
|
||||
d) Warrants
As of November 30, 2014 and February 28, 2014, the Company had no outstanding warrants.
NOTE 11 – RELATED PARTY TRANSACTIONS
The Company incurred the following items with directors and companies with common directors and shareholders:
|
|
November 30,
|
|||||||
|
|
2014
|
2013
|
||||||
|
Interest expense
|
$
|
39,563
|
$
|
25,550
|
||||
As of November 30, 2014, included in accounts payable is $33,495 (February 28, 2014: $33,495) owing to an accounting firm in which a director of the Company is a partner and $2,389 (February 28, 2014: $2,389) to a shareholder with respect to unpaid fees and interest on promissory notes, $480,000 (February 28, 2014: $480,000) owing to shareholders of the Company in respect of royalties payable with no interest accruing, and $53,694 (February 28, 2014: $53,694) owing to the former president of the Company in respect of unpaid wages.
As of November 30, 2014, included in advances payable is $15,451 (February 28, 2014: $103,521) owed to a company controlled by a director.
As of November 30, 2014, promissory notes payable of $439,590 (February 28, 2014: $439,590 is due to a profit-sharing and retirement plan administered by a director of the Company. Terms are:
|
Date Due:
|
Amount
|
|||
|
December, 2012
|
$
|
216,372
|
||
|
December, 2012
|
168,218
|
|||
|
April, 2012
|
15,000
|
|||
|
August, 2012
|
12,500
|
|||
|
November, 2013
|
27,500
|
|||
|
Total
|
$
|
439,590
|
||
All bear interest at 12% per annum.
As of November 30, 2014, promissory note payable of $91,991 (February 28, 2014: $108,877) is personally guaranteed by a related party of the director of the company.
NOTE 12 – CONCENTRATIONS AND CONTINGENCIES
Concentrations
Approximately 99% 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 nine months ended November 30, 2014, one (1) customer accounted for approximately 95% of revenue. For the nine months ended November 30, 2013, there were two (2) customers that accounted for 85% 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 November 30, 2014 and November 30, 2013 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 13 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through April 8, 2015, the date of which the financial statements were available to be issued.
The Company issued 8,650,000 shares of common stock subscribed for $259,500 after November 30, 2014.
Management’s Discussion And Analysis
Sense Technologies Inc. Form 10-Q
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with our Financial Statements and Notes thereto for the period ended November 30, 2014 and our Financial Statements and notes thereto for the period ended November 30, 2013.
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 nine month period ended November 30, 2014 as compared to the three and nine month period ended November 30, 2013.
|
For the three months ended
|
For the nine months ended
|
|||||||||||||||
|
November 30, 2014
|
November 30, 2013
|
November 30, 2014
|
November 30, 2013
|
|||||||||||||
|
Sales
|
||||||||||||||||
|
Sales Guardian Alert
|
$
|
35,944
|
$
|
39,068
|
$
|
111,244
|
$
|
567,982
|
||||||||
Sales for the nine months ended November 30, 2014 decreased by 80% from $567,982 to $111,244 due to decreased 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 November 30, 2014 decreased by 8% from 39,068 to 35,944 due to decreased 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 nine months ended
|
|||||||||||||||
|
November 30, 2014
|
November 30, 2013
|
November 30, 2014
|
November 30, 2013
|
|||||||||||||
|
Direct Cost
|
||||||||||||||||
|
Scope Out Direct Costs
|
||||||||||||||||
|
Royalties - related party
|
$
|
15,000
|
$
|
15,000
|
$
|
45,000
|
$
|
45,000
|
||||||||
|
Total Scope Out Direct Costs
|
$
|
15,000
|
$
|
15,000
|
$
|
45,000
|
$
|
45,000
|
||||||||
|
Guardian Alert Direct Costs
|
||||||||||||||||
|
Manufacturing expenses
|
$
|
74,919
|
$
|
62,935
|
$
|
124,999
|
$
|
492,460
|
||||||||
|
Research and development
|
19,236
|
10,500
|
51,136
|
26,500
|
||||||||||||
|
Commissions
|
5,100
|
16,446
|
19,090
|
103,426
|
||||||||||||
|
Total Guardian Alert Direct Costs
|
$
|
99,255
|
$
|
89,881
|
$
|
195,225
|
$
|
622,386
|
||||||||
|
Total Direct Costs
|
$
|
114,255
|
$
|
104,881
|
$
|
240,225
|
$
|
667,386
|
||||||||
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 November 30, 2014 and 2013, respectively.
Direct costs related to Scope Out® were $45,000 and $45,000 for the nine month period ended November 30, 2014 and 2013, respectively.
Direct costs related to Guardian Alert were $99,255 and $89,881 for the three month period ending November 30, 2014 and 2013, respectively. This change represents an increase of 10%. Commission expenses were $5,100 and $16,446 for the three month period ended November 30, 2014 and 2013, respectively. Commission expense decreased 69% due to a decrease in commissioned sales. Manufacturing expenses were $74,919 and $62,935 for the three month period ended November 30, 2014 and 2013, respectively. Manufacturing expenses in Direct Costs for the Guardian Alert® for the three months ended in 2014 and 2013 represents assembly costs for the sales achieved for the same period.
Direct costs related to Guardian Alert were $195,225 and $622,386 for the nine month period ending November 30, 2014 and 2013, respectively. This change represents a decrease of 69%. Commission expenses were $19,090 and $103,426 for the nine month period ended November 30, 2014 and 2013, respectively. Commission expense decreased 82% due to a decrease in commissioned sales. Manufacturing expenses were $124,999 and $492,460 for the nine month period ended November 30, 2014 and 2013, respectively. Manufacturing expenses in Direct Costs for the Guardian Alert® for the nine months ended in 2014 and 2013 represents assembly costs for the sales achieved for the same period.
|
Selling, General, and Administrative
|
||||||||||||||||
|
For the three months ended
|
For the nine months ended
|
|||||||||||||||
|
November 30, 2014
|
November 30, 2013
|
November 30, 2014
|
November 30, 2013
|
|||||||||||||
|
Consulting fees
|
$
|
74,500
|
$
|
230,281
|
$
|
110,000
|
$
|
251,281
|
||||||||
|
Contract labor
|
3,000
|
3,000
|
9,000
|
9,000
|
||||||||||||
|
Depreciation
|
1,939
|
2,359
|
5,816
|
7,077
|
||||||||||||
|
Filing fees
|
7,016
|
2,876
|
12,826
|
10,652
|
||||||||||||
|
Insurance
|
9,213
|
7,918
|
26,832
|
23,128
|
||||||||||||
|
Bank charges
|
651
|
534
|
1,556
|
1,471
|
||||||||||||
|
Legal and accounting
|
7,199
|
7,412
|
28,532
|
36,548
|
||||||||||||
|
Office and miscellaneous
|
6,061
|
3,051
|
20,169
|
18,931
|
||||||||||||
|
Rent
|
3,759
|
3,719
|
11,196
|
11,775
|
||||||||||||
|
Tax penalties
|
1,000
|
-
|
6,993
|
-
|
||||||||||||
|
Telephone and utilities
|
92
|
143
|
554
|
426
|
||||||||||||
|
Transfer agent fees
|
2,450
|
1,527
|
6,324
|
2,322
|
||||||||||||
|
Travel and automotive
|
1,928
|
292
|
6,664
|
14,253
|
||||||||||||
|
Interest expense
|
55,562
|
45,032
|
141,426
|
154,383
|
||||||||||||
|
$
|
174,370
|
$
|
308,144
|
$
|
387,888
|
$
|
541,247
|
|||||||||
Sense Technologies, Inc. had selling, general and administrative expenses of $174,370 for the three month period ended November 30, 2014 compared to selling, general and administrative expenses of $308,144 for the three month period ended November 30, 2013, a decrease in selling, general and administrative expenses of 43% from the prior period.
General and administrative expenses of $387,888 for the nine month period ended November 30, 2014 compared to selling, general and administrative expenses of $541,247 for the nine month period ended November 30, 2013, a decrease in selling, general and administrative expenses of 28% from the prior period.
Consulting fees decreased from $230,281 for the three month period ended November 30, 2013 to $74,500 for the three month period ended November 30, 2014. The decrease was a result of consulting related to Guardian Alert product sales.
Consulting fees decreased from $251,281 for the nine month period ended November 30, 2013 to $110,000 for the nine month period ended November 30, 2014. The decrease 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 decreased from $7,412 in the three month period ended November 30, 2013 to $7,199 for the three month period ended November 30, 2014.
Legal and accounting fees decreased from $36,548 in the nine month period ended November 30, 2013 to $28,532 for the nine month period ended November 30, 2014.
Following summarizes the overall operations results for the nine month period ended November 30:
|
Increase
|
% Increase
|
|||||||||||||||
|
2014
|
2013
|
(Decrease)
|
(decrease)
|
|||||||||||||
|
Sales
|
111,244
|
567,982
|
(456,738
|
)
|
(80.41
|
)
|
||||||||||
|
Direct Costs
|
240,225
|
667,386
|
(427,161
|
)
|
(64.00
|
)
|
||||||||||
|
General and Administrative expenses
|
387,888
|
541,247
|
(153,359
|
)
|
(28.33
|
)
|
||||||||||
|
Net Loss
|
(516,869
|
)
|
(640,651
|
)
|
123,782
|
19.32
|
||||||||||
|
Basic and Diluted Loss per share
|
(0.00
|
)
|
(0.01
|
)
|
||||||||||||
We had a loss from operations of $516,869 for nine month period ended November 30, 2014, compared to a loss from operations of $640,651 for the nine month period ended November 30, 2013, a decrease in loss from operations of $123,782 from the prior year.
Liquidity and Capital Resources
Our cash position at November 30, 2014 was $nil as compared to $Nil at February 28, 2014. 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 4,865,718 and 4,708,971 as of November 30, 2014 and February 28, 2014, respectively. If we are unable to raise adequate working capital for fiscal 2015, 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 August be forced to change our business plan for fiscal 2015, 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 $495,040 in 2014, compared to $261,515 in 2013. The increase in cash used in 2014 was largely due to the decrease in accrued expenses.
Net cash provided by financing activities
Net cash provided by financing activities was $495,040 in 2014 compared to net cash provided of $192,493 in 2013.
In 2014, we received $375,000 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 November 30, 2014 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, 2014.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no unregistered sales of equity securities during the nine months ended November 30, 2014.
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
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
SENSE TECHNOLOGIES INC.
|
||
|
April 8, 2015
|
/s/ BRUCE E. SCHREINER
|
|
|
Bruce E. Schreiner
|
||
|
Chief Executive Officer, President, Director, Chief Financial Officer and Principal Accounting Officer
|
Page 22