SENSE TECHNOLOGIES INC - FORM 10-Q

Attached files

file	filename
EX-31.1 - EX-31.1 - SENSE TECHNOLOGIES INC	ex31-1.htm
EX-32.2 - EX-32.1 - SENSE TECHNOLOGIES INC	ex32-1.htm

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 May 31, 2015


¨	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 August 20, 2015
Common Stock		132,043,448 shares

Table of Contents

TABLE OF CONTENTS

Sense Technologies Inc. Form 10-Q

PART I-FINANCIAL INFORMATION		1

ITEM 1.	FINANCIAL STATEMENTS	1
	BALANCE SHEETS AS OF MAY 31, 2015 (UNAUDITED) AND FEBRUARY 28, 2015	2
	STATEMENTS OF LOSSES FOR THE THREE MONTHS ENDED MAY 31, 2015 AND 2014 (UNAUDITED)	3
	STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MAY 31, 2015 AND 2014 (UNAUDITED)	4
	STATEMENT OF STOCKHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED MAY 31, 2015 (UNAUDITED) AND THE YEAR ENDED FEBRUARY 28, 2015	5
	NOTES TO UNAUDITED FINANCIAL STATEMENTS	6

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	16
ITEM 4T.	CONTROLS AND PROCEDURES	16

PART II-OTHER INFORMATION		17

ITEM 1.	LEGAL PROCEEDINGS	17
ITEM 1A.	RISK FACTORS	17
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	17
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	17
ITEM 4.	MINE SAFETY DISCLOSURES	17
ITEM 5.	OTHER INFORMATION	17
ITEM 6.	EXHIBITS	17

SIGNATURES		18

Table of Contents

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.

SENSE TECHNOLOGIES INC.

INTERIM FINANCIAL STATEMENTS

May 31, 2015

(Stated in US Dollars)

( Unaudited )

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SENSE TECHNOLOGIES, INC.

BALANCE SHEETS

As of May 31, 2015 and February 28, 2015

(Stated in US Dollars)

	May 31			February 28
	2015			2015
	(Unaudited)

ASSETS
Current
Prepaids	$	17,039		$	27,134
Deposit		800			800
Total Current Assets		17,839			27,934
Total Assets	$	17,839		$	27,934

LIABILITIES
Current
Bank overdraft	$	21,368		$	24,626
Accounts payable		563,332			558,574
Accounts payable-related party		35,884			35,884
Accrued expenses		1,326,192			1,281,394
Accrued expenses-related party		70,811			70,811
Royalty payable – related party		480,000			480,000
Notes payable, current portion		697,145			430,619
Notes payable, current portion – default		71,242			135,198
Notes payable – related party		439,590			439,590
Advances payable – related entity		72,750			76,100
Dividends payable		400,587			392,689
Convertible promissory notes payable - default		584,447			584,447
Total Current Liabilities		4,763,348			4,509,932
Long-Term Liabilities
Notes payable		100,000			298,500
Notes payable – related party		80,442			86,259
Total Long-Term Liabilities		180,442			384,759
Total Liabilities		4,943,790			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 May 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 May 31, 2015 (February 28, 2015: 127,043,448)		15,769,794			15,619,794
Common stock payable		155,849			244,889
Accumulated Deficit		(21,167,508	)		(21,047,354	)
Total Stockholders’ Deficiency		(4,925,951	)		(4,866,757	)
Total Liabilities and Stockholders’ Deficiency	$	17,839		$	27,934

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS

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SENSE TECHNOLOGIES INC.

STATEMENTS OF OPERATIONS

For the three months ended May 31, 2015 and 2014

(Stated in US Dollars)

(Unaudited)

	For the three months ended
	May 31,			May 31,
	2015			2014

Sales	$	56,988		$	55,036

Direct Costs		39,650			47,857

Gross Profit		17,338			7,179

Operating Expenses
Consulting fees		26,200			13,000
Contract labor		3,000			3,000
Depreciation		-			1,939
Engineering cost		874			-
Filing fees		550			200
Insurance		10,094			8,517
Bank charges		375			358
Legal and accounting		20,188			6,000
Office and miscellaneous		1,885			4,140
Rent		3,810			3,409
Tax penalties		2,997			-
Telephone and utilities		216			374
Transfer agent fees		2,000			2,984
Travel and automotive		688			4,617
		72,877			48,538
Net operating loss		(55,539	)		(41,359	)

Other Income and (Expenses)
Interest Expense		(56,717	)		(44,273	)

Net loss		(112,256	)		(85,632	)

Preferred dividends, paid or accrued		7,898			7,898

Net loss attributable to common stockholders	$	(120,154	)	$	(93,530	)

Basic and diluted loss per share	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding		127,989,102			109,893,448

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS

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SENSE TECHNOLOGIES, INC.

STATEMENTS OF CASH FLOWS

For the three months ended May 31, 2015 and 2014

(Stated in US Dollars)

(Unaudited)

	2015			2014
Operating Activities
Net loss for the period	$	(112,256	)	$	(85,632	)
Adjustments to reconcile net loss to net cash used in Operating activities:
Depreciation		-			1,939
Amortization of debt discount		960			-
Changes in non-cash working capital balances related to operations:
Accounts receivable		-			(1,609	)
Prepaids		10,095			8,517
Accounts payable		1,500			(9,816	)
Accrued expenses		44,798			25,396
Advances payable		(3,350	)		(49,125	)
Net cash used in operating activities		(58,253	)		(110,330	)
Financing Activities
Borrowing on notes payable		35,000			10,000
Repayment on notes payable		(36,747	)		(64,670	)
Proceeds from common stock issued and payable for cash		60,000			165,000
Net cash provided (used) by financing activities		58,253			110,330

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	$	6,641		$	4,862

Non-cash Investing and Financing Activities:
Accrual of Preferred Stock Dividend	$	7,898		$	7,898
Stock Issued from Common Stock Payable	$	120,000		$	-
Stock Issued for Inducement	$	960		$	-

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS

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SENSE TECHNOLOGIES, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

As of the period ended May 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 issued for inducement		-		-		-		-		960			-			960
Common shares subscribed		-		-		-		-		30,000			-			30,000
Dividends accrued		-		-		-		-		-			(7,898	)		(7,898	)
Net income (loss) for the period		-		-		-		-		-			(112,256	)		(112,256	)
Balance, May 31, 2015 (unaudited)		132,043,448	$	15,769,794		315,914	$	315,914	$	155,849		$	(21,167,508	)	$	(4,925,951	)

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS

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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 may 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 three months to May 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.

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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 may 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 may 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 May 31, 2015, the Company had not yet achieved profitable operations, had an accumulated deficit of $21,167,508 (February 28, 2015 - $21,047,354) since its inception and incurred a net loss of $112,256 (2014 - $ 85,632) for the three months ended May 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 May 31, 2015, included in prepaid expenses is $17,039 (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, 2014 to August 23, 2015.

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NOTE 4 – ACCRUED EXPENSES/ACCRUED EXPENSES – RELATED PARTY

Other liabilities and accrued expenses consisted of the following:

	May 31,		February 28,
	2015		2015
Bank overdraft	$	21,368	$	24,626
Accounts payable		563,332		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	$	1,071,744	$	1,024,502
Accrued non-resident withholding taxes, including accrued interest		185,993		183,472
Credit card		769		1,180
Commissions Payable		26,605		30,552
Accrued taxes payable		41,081		41,688
Total accrued expenses	$	1,326,192	$	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 May 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, $53,694 (February 28, 2015: $53,694) owing to the former president of the Company in respect of unpaid wages and $17,117 (February 28, 2015: $17,117) accrued expenses related to a director of the Company.

At May 31, 2015, advances payable of $72,750 (February 28, 2015: $76,100) are due to a company controlled by a director of the Company.

At May 31, 2015, promissory notes payable of $439,590 (February 28, 2015: $439,590) is due to a profit sharing and retirement plan which is administered 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:

30,000 units per year beginning in years 1-2

60,000 units per year beginning in years 3-4

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.

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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 May 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:

$6.00(US) per unit on the first one million units sold;

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

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 May 31, 2015 and February 28, 2015, respectively.

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NOTE 6 – NOTES PAYABLE, CONVERTIBLE NOTES PAYABLE, AND NOTES PAYABLE – RELATED PARTY

	May 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.	$	248,000		$	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.		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, 2015. This agreement is repayable in monthly principal and interest payments of $2,174.		2,161			6,569
Finance agreement on directors and officers liability policy, bearing interest at 7.75% per annum, no maturity date.		8,484			11,050
Promissory note payable, unsecured, bearing interest at the rate of 5.25% per annum, due in December 2007.		100,000			100,000
Promissory note payable, unsecured, bearing interest at the rate of 6% per annum, maturing January and May, 2016.		81,500			91,500
Promissory note payable, unsecured, bearing interest at the rate of 6% per annum, maturing June 1, 2014. In default.		61,242			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.		80,442			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.		10,000			-
Promissory note payable, no stated interest or maturity date		2,000			2,000
		1,388,419			1,390,166
Less: current portion		(1,207,977	)		(1,390,166	)
Long-term portion	$	180,442		$	-

The Company is in arrears with respect to two of the above notes payable totaling $71,242.

Convertible notes payable:	May 31, 2015		February 28, 2015
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 may be redeemed at any time after August 30, 2005. These notes may 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 May 31, 2015 and 2014, 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.

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Future minimum note payments as of May 31, 2015 are as follows:

Years Ending February 28,
2016	$	1,792,424
2017		180,442
Thereafter		-
Total	$	1,972,866

NOTE7 – 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 quarter ended May 31, 2015, the Company accrued dividends payable of $7,898 (February 28, 2015: $31,591). Dividends are currently accruing and total $400,587.

NOTE 8 – COMMON STOCK

a) Common stock issued for cash

During the quarter ended May 31, 2015, the Company received $30,000 of common stock subscribed in common stock payable for 1,000,000 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 May 31, 2015 and February 28, 2015.

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 issue date and was recorded as consulting expense of $4,500.

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.

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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.

	May 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, May 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 May 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

Warrants

As of May 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:

	May 31,
	2015		2014
Interest expense	$	13,188	$	13,188

As of May 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, $53,694 (February 28, 2015: $53,694) owing to the former president of the Company in respect of unpaid wages and $17,117 (February 28, 2015: $17,117) accrued expenses related to a director of the Company.

As of May 31, 2015, included in advances payable is $72,750 (February 28, 2015: $76,100) owed to a company controlled by a director.

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As of May 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	$	384,590
April, 2016		15,000
August, 2015		12,500
November, 2015		27,500
Total	$	439,590

All bear interest at 12% per annum.

As of May 31, 2015, promissory note payable of $80,442 (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 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 three months ended May 31, 2015, one (1) customer accounted for approximately 99% of revenue. For the three months ended May 31, 2014, there was one (1) customer that accounted for 98% of sales revenue.

Contingencies

During the normal course of business we may from time to time be involved in litigation or other possible loss contingencies. As of May 31, 2015 and February 28, 2015 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 August 19, 2015, the date of which the financial statements were available to be issued.

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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 May 31, 2015 and our Financial Statements and notes thereto for the period ended May 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 also holds a non-exclusive license to manufacture, distribute and market 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. The Company plans to create sales through development of new marketing relationships.

2. Results of Operations

For the three month period ended May 31, 2015 as compared to the three month period ended May 31, 2014.

	For the Three Months Ended
	May 31, 2015		May 31, 2014
Sales:
Sales Guardian Alert	$	56,988	$	55,036
Sales Scope Out		-		-
	$	56,988	$	55,036

Sales for the quarter ended May 31, 2015 increased by 4% from $55,036 to $56,998 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.

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 May 31,
	2015		2014
Direct Costs:
Scope Out Direct Costs:
Royalties - related party	$	15,000	$	15,000
Total Scope Out Direct Costs		15,000		15,000

Guardian Alert Direct Costs:
Manufacturing expenses		-		11,257
Research and development		19,550		16,500
Commissions		5,100		5,100
Total Guardian Alert Direct Costs		24,650		32,857
Total Direct Costs	$	39,650	$	47,857

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 May 31, 2015 and 2014, respectively.

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Direct costs related to Guardian Alert were $24,650 and $32,857 for the three month periods ending May 31, 2015 and 2014, respectively. This change represents a decrease of 25%. Commission expenses were $5,100 and $5,100 for the three month periods ended May 31, 2015 and 2014, respectively. Manufacturing expenses were $nil and $11,257 for the three month periods ended May 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 fleet application product sales. Manufacturing expenses in Direct Costs for the Guardian Alert® for the three months ended in 2014 represents assembly costs for the sales achieved for the same period. Research and development expenses were $19,550 and $16,500 for the three month periods ended May 31, 2015 and 2014, respectively.

Operating and Other Expense

	For the Three Months Ended
	May 31, 2015		May 31, 2014
Consulting fees	$	26,200	$	13,000
Contract labor		3,000		3,000
Depreciation		-		1,939
Engineering Costs		874		-
Filing fees		550		200
Insurance		10,094		8,517
Bank charges		375		358
Legal and accounting		20,188		6,000
Office and miscellaneous		1,885		4,140
Rent		3,810		3,409
Tax penalties		2,997		-
Telephone and utilities		216		374
Transfer agent fees		2,000		2,984
Travel and automotive		688		4,617
Interest expense		56,717		44,273
Total	$	129,594	$	92,811

Sense Technologies, Inc. had operating and other expenses of $129,594 for the three month period ended May 31, 2015 compared to operating and other expenses of $92,811 for the three month period ended May 31, 2014, an increase in operating and other expenses of 40% from the prior period.

Consulting fees increased from $13,000 for the three month period ended May 31, 2014 to $26,200 for the three month period ended May 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 $6,000 in the three month period ended May 31, 2014 to $20,188 for the three month period ended May 31, 2015.

Following summarizes the overall operations results for the three month period ended May 31:

							Increase			% Increase
	2015			2014			( Decrease)			(decrease)

Sales		56,988			55,036			1,952			3.55
Direct Costs		39,650			47,857			(8,207	)		(17.15	)
Operating and Other Expenses		129,594			92,811			36,783			39.63
Net Loss		(112,256	)		(85,632	)		26,624			31.09
Basic and Diluted Loss per share		(0.00	)		(0.00	)

We had a net loss from operations of $112,256 for three month period ended May 31, 2015, compared to a net loss of $85,632 for the three month period ended May 31, 2014, an increase in net loss of $26,624 from the prior year.

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Liquidity and Capital Resources

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

We have a working capital deficit of $4,745,509 and $4,481,998 as of May 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 $58,253 in 2015, compared to $110,330 in 2014. The decrease in cash used in 2015 was largely due to the decrease in accrued expenses.

Net cash provided by financing activities

Net cash provided by financing activities was $58,253 in 2015 compared to $110,330 in 2014.

In 2015, we received $60,000 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 May 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.

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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 quarter ended May 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	Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange act of 1934
32.1	Certification of Chief Executive Officer 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
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

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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.


August 21, 2015	/s/ BRUCE E. SCHREINER
	Bruce E. Schreiner
	Chief Executive Officer, President, Director, Chief Financial Officer and Principal Accounting Officer

SENSE TECHNOLOGIES INC - FORM 10-Q - August 21, 2015

Attached files

SENSE TECHNOLOGIES INC Reports