UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~August~~November 3130, 2016


☐	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 ☒ 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 ☐ No ☒

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 ~~October~~May 245, ~~2016~~2017
Common Stock		16,185,289 shares

TABLE OF CONTENTS

Sense Technologies Inc. Form 10-Q

PART I-FINANCIAL INFORMATION		1
ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS	1
	BALANCE SHEETS AS OF AUGUST 31, 2016 (UNAUDITED) AND FEBRUARY 29, 2016	2
	CONSOLIDATED BALANCE SHEETS AS OF NOVEMBER 30, 2016 (UNAUDITED) AND FEBRUARY 29, 2016	2
	STATEMENTS OF LOSSES FOR THE THREE AND SIX MONTHS ENDED AUGUST 31, 2016 AND 2015 (UNAUDITED)	3
	CONSOLIDATED STATEMENTS OF LOSSES FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2016 AND 2015 (UNAUDITED)	3
	STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED AUGUST 31, 2016 AND 2015 (UNAUDITED)	4
	CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED NOVEMBER 30, 2016 AND 2015 (UNAUDITED)	4
	STATEMENT OF STOCKHOLDERS’ DEFICIT FOR THE SIX MONTHS ENDED AUGUST 31, 2016 (UNAUDITED) AND THE YEAR ENDED FEBRUARY 29, 2016	5
	STATEMENT OF STOCKHOLDERS’ DEFICIT FOR THE NINE MONTHS ENDED NOVEMBER 30, 2016 (UNAUDITED) AND THE YEAR ENDED FEBRUARY 29, 2016	5
	NOTES TO UNAUDITED FINANCIAL STATEMENTS	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1415
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1718
ITEM 4.	CONTROLS AND PROCEDURES	1719
PART II-OTHER INFORMATION		1820
ITEM 1.	LEGAL PROCEEDINGS	1820
ITEM 1A.	RISK FACTORS	1820
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	1820
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	1820
ITEM 4.	MINE SAFETY DISCLOSURES	1820
ITEM 5.	OTHER INFORMATION	1820
ITEM 6.	EXHIBITS	1820
SIGNATURES		1921

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

SENSE TECHNOLOGIES INC.

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

~~AUGUST~~NOVEMBER 3130, 2016

(Stated in US Dollars)

(Unaudited)

Table of Contents

SENSE TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

As of ~~August~~November 3130, 2016 and February 29, 2016

(Stated in US Dollars)

	August 31			February 29
	November 30			February 29
	2016			2016
	(Unaudited)
ASSETS
Current
Cash in bank	$	-2,451		$	1,298
Accounts receivable		760,~~500~~000			36,675
Prepaids		36,266			12,970
Inventory		386,263			-
Other current assets		250			-
Prepaids		66,351			12,970
Total Current Assets		44515,~~016~~065			50,943
Fixed Assets
Land – SNP		52,500			-
Leasehold Improvements – SNP		253,389			-
Building and fixtures - SNP		3,722,350			-
Furniture, fixtures and equipment – SNP		98,550			-
Accumulated depreciation – SNP		(28,400	)		-
Total fixed assets		4,098,389			-
Other Assets
Deposit		800			800
Prepaid acquisition costs		153,205			-
Goodwill – SNP		5,466,241			-
Total Other Assets		~~154~~5,~~005~~467,041			800
Total Assets	$	~~198~~10,~~021~~080,495		$	51,743
LIABILITIES
Current
Bank overdraft	$	18,815		$	-
Accounts payable	$	471,003		$	524,516
Accounts payable		535,142			524,516
Accounts payable-related party		35,884			35,884
Accrued expenses		12,~~292~~375,~~839~~601			1,186,047
Accrued expenses-related party		70,811			70,811
Royalty payable – related party		480,000			480,000
Notes payable, current portion		12,~~152~~322,~~502~~861			1,190,006
Notes payable, current portion – default		~~288~~234,~~184~~734			168,184
Notes payable – related party		~~439~~295,~~590~~718			439,590
Advances payable		~~128~~123,~~000~~305			-
Advances payable – related entity		~~203~~73,~~543~~183			60,158
Dividends payable		~~440~~447,~~076~~974			424,281
Convertible promissory notes payable - default		584,447			584,447
Total Current Liabilities		57,~~669~~515,~~833~~521			5,163,924
Long-Term Liabilities
Notes payable – related party		50,590			62,719
Convertible notes payable		800,000			-
Total Long-Term Liabilities		50,590			62,719
Debt Discount		(739,360	)		-
Total Liabilities		5,720,423			5,226,643
Notes payable		730,432			-
Notes payable – related party		288,312			62,719
Total Long-Term Liabilities		1,079,384			62,719
Total Liabilities		8,594,905			5,226,643
STOCKHOLDERS’ DEFICIENCY
Class A preferred shares, without par value, redeemable at $1 per share 20,000,000 shares authorized, 315,914 shares issued at August 31, 2016 (February 29, 2016: 315,914)		315,914			315,914
Class A preferred shares, without par value, redeemable at $1 per share 20,000,000 shares authorized, 315,914 shares issued at November 30, 2016 (February 29, 2016: 315,914)		315,914			315,914
Common stock, without par value 500,000,000 shares authorized, 14,698,621 shares issued at August 31, 2016 (February 29, 2016: 13,687,678)		16,235,702			15,914,794
Class B preferred shares, without par value, redeemable at $10 per share, 700,000 authorized, 700,000 shares issued at November 30, 2016 (February 29, 2016: 0)		5,460,000			-
Common stock payable		315,849			244,849
Common stock, without par value 500,000,000 shares authorized, 16,185,289 shares issued at November 30, 2016 (February 29, 2016: 13,687,678)		16,683,352			15,914,794
Accumulated Deficit		(22,389,867	)		(21,650,457	)
Common stock payable		965,049			244,849
Total Stockholders’ Deficit		(5,522,402	)		(5,174,900	)
Additional paid-in capital		800,000			-
Total Liabilities and Stockholders’ Deficit	$	198,021		$	51,743
Accumulated Deficit		(22,738,725	)		(21,650,457	)
Total Stockholders’ Deficit		1,485,590			(5,174,900	)
Total Liabilities and Stockholders’ Deficit	$	10,080,495		$	51,743

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS

Table of Contents

SENSE TECHNOLOGIES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three and ~~six~~nine months ended ~~August~~November 3130, 2016 and 2015

(Stated in US Dollars)

(Unaudited)

	Three months ended						~~Six~~Nine months ended
	August 31,						August 31,
	November 30,						November 30,
	2016			2015			2016			2015
Sales	$	7326,~~500~~394		$	61103,~~500~~995		$	57383,~~000~~394		$	~~118~~222,~~488~~483
Direct costs		23119,~~992~~042			3315,~~359~~776			54173,~~428~~470			7388,~~009~~784
Gross profit (loss)		~~(16~~207,~~492~~352	)		2888,~~141~~219			2209,~~572~~924			45133,~~479~~699
Operating Expenses
Advertising and promotion		-150			24,~~748~~050			-150			26,~~748~~797
Consulting fees		~~237~~263,~~555~~774			4066,~~800~~185			~~346~~610,~~964~~738			67133,~~000~~185
Contract labor		31,~~000~~500			3,000			67,~~000~~500			69,000
Engineering costs		-			-			3,374			874
Depreciation		28,400			-			28,400			-
Filing fees		9,256			7,716			9,931			8,266
Engineering costs		8,337			-			11,711			874
Insurance		11,347			10,144			23,537			20,238
Filing fees		-			400			9,931			8,666
Bank charges		521			790			1,855			1,165
Insurance		19,024			10,666			42,561			30,904
Legal and accounting		153,583			16,638			161,833			36,826
Bank charges		973			6,415			2,828			7,581
Loan fee		1,000			-			1,000			-
Legal and accounting		(117,249	)		2,075			44,584			38,901
Office and miscellaneous		4,886			2,678			5,902			4,563
Loan fee		200			-			1,200			-
Public relations		3,500			-			3,500			-
Office and miscellaneous		19,727			4,105			25,629			8,669
Rent		2,850			3,491			6,370			7,301
Payroll expenses		18,420			-			18,420			-
Tax penalties		2,997			2,996			5,993			5,993
Public relations		-			30,000			3,500			30,000
Telephone and utilities		93			105			285			321
Rent		5,380			2,860			11,750			10,161
Transfer agent fees		3,900			500			17,650			2,500
Repairs and maintenance		450			-			450			-
Travel and automotive		-			-			141			688
Taxes and penalties		2,997			2,997			8,990			8,990
		434,488			91,606			594,335			164,483
Telephone and utilities		2,828			133			3,113			454
Net operating loss		(450,980	)		(63,465	)		(591,763	)		(119,004	)
Transfer agent fees		3,500			500			21,150			3,000
Travel and automotive		2,064			2,950			2,205			3,638
		260,475			136,336			854,810			300,820
Net operating loss		(53,123	)		(48,117	)		(644,886	)		(167,121	)
Other income and (expense)
Interest expense		(71,465	)		(48,717	)		(131,851	)		(105,434	)
Gain on write-off of accounts payable		37,690			-			37,690			-
Net loss		(522,445	)		(112,182	)		(723,614	)		(224,438	)
Amortization of debt discount		(60,640	)		-			(60,640	)		-
Preferred dividends, paid or accrued		7,898			7,898			15,796			15,796
Other expenses		(132,327	)		-			(132,327	)		-
Net loss attributable to common stockholders	$	(530,343	)	$	(120,080	)	$	(739,410	)	$	(240,234	)
Interest expense		(132,560	)		(44,453	)		(264,411	)		(149,887	)
Basic and diluted loss per share	$	(0.04	)	$	(0.00	)	$	(0.05	)	$	(0.00	)
		(287,837	)		(44,453	)		(419,688	)		(149,887	)
Weighted average number of shares outstanding		14,556,773			13,204,345			14,430,362			13,001,627
Net loss		(340,960	)		(92,570	)		(1,064,574	)		(317,008	)
Preferred dividends, paid or accrued		7,898			7,898			23,694			23,694
Net loss attributable to common stockholders	$	(348,858	)	$	(100,468	)	$	(1,088,268	)	$	(340,702	)
Basic and diluted loss per share	$	(0.02	)	$	(0.00	)	$	(0.07	)	$	(0.00	)
Weighted average number of shares outstanding		15,597,157			13,533,649			14,816,465			13,177,678

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS

Table of Contents

SENSE TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the ~~six~~nine months ended ~~August~~November 3130, 2016 and 2015

(Stated in US Dollars)

(Unaudited)

	2016			2015
Operating Activities
Net loss for the period	$	(~~723~~1,~~614~~064,574	)	$	(~~224~~317,~~438~~008	)
Adjustments to reconcile net loss to net cash used in Operating activities:
Amortization of debt discount		-			960
Depreciation		28,400			-
Common shares issued for services		176,908
Amortization of debt discount		60,639			960
Common shares issued for services		205,958			30,000
Changes in non-cash working capital balances related to operations:
Accounts Receivable		29(23,~~175~~325	)		-(10,500	)
Prepaids		(23,296	)		(6,970	)
Inventory		15,616			-
Accounts payable		29,439			(10,987	)
Prepaids		(53,381	)		3,696
Accrued expenses		234,792			70,353
Accounts payable		(53,513	)		(45,170	)
Advances payable		143,385			(36,125	)
Accrued expenses		139,445			111,296
Net cash used in operating activities		(133,211	)		(207,207	)
Advances payable		136,330			(59,600	)
Net cash used in operating activities		(608,405	)		(286,326	)
Investment Activities
Cash paid for purchase of Soy Meals		(153,205	)		-
Acquisition of R&D USA, LLC		(800,000	)		-
Net cash used in investment activities		(~~153~~800,~~205~~000	)		-
Financing Activities
Borrowing on notes payable		~~115~~1,~~449~~079,469			~~157~~187,~~913~~635
Repayment on notes payable		(45172,~~081~~711	)		(80106,~~706~~309	)
Proceeds from common stock issued and payable for cash		~~215~~502,~~000~~800			~~130~~205,000
Net cash provided by financing activities		~~285~~1,~~368~~409,558			~~207~~286,~~207~~326
Increase (decrease) in cash during the period		(1,~~048~~153	)		-
Cash, beginning of period		1,298			-
Cash, end of period	$	~~250~~2,451		$	-
Supplemental Disclosures of Cash Flow Information:
Cash Paid for Interest	$	2560,~~028~~365		$	1325,~~185~~120
Accrual of Preferred Stock Dividend	$	15,796		$	15,796
Stock Issued from Common Stock Payable	$	309,000		$	220,000
Stock Issued from Common Stock Payable	$	119,000		$	120,000
Stock Issued for Inducement	$	-		$	960
Non-Cash Disclosures of Cash Flow Information:
Accrual of Preferred Stock Dividend	$	23,694		$	23,694
Discount on convertible notes payable	$	800,000		$	-

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS

Table of Contents

SENSE TECHNOLOGIES, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

For the ~~six~~nine months ended ~~August~~November 3130, 2016 and year end February 29, 2016

(Stated in US Dollars)

	Common Stock					Preferred Stock Class A				~~Common~~Preferred Stock Class B						Common			Additional
	Issued					Issued				~~Stock~~Issued			~~Accumulated~~			Stock			Paid-In		Accumulated
	Shares			Amount		Shares		Amount		~~Payable~~Shares			~~Deficit~~Amount			~~Total~~Payable			Capital		Deficit		Total
Balance, February 28, 2015		12,704,345		$	15,619,794		315,914	$	315,914	$	~~244,889~~-		$	~~(21,047,354~~-	)	$	(4244,~~866,757~~889	)	$	-	$	(21,047,354	$	(4,866,757	)
Common stock issued for cash		150,000			45,000		-		-		-			-			~~45,000~~-			-		-		45,000
Common stock issued for subscription		733,333			220,000		-		-		~~(220,000~~-	)		-			-(220,000	)		-		-		-
Common stock issued for services		100,000			30,000		-		-		-			-			~~30,000~~-			-		-		30,000
Common shares subscribed		-			-		-		-		~~219,000~~-			-			219,000			-		-		219,000
Common shares payable for inducement		-			-		-		-		~~960~~-			-			960			-		-		960
Dividends accrued		-			-		-		-		-			~~(31,591~~-	)		~~(31,591~~-	)		-		(31,591		(31,591	)
Net loss		-			-		-		-		-			~~(571,512~~-	)		~~(571,512~~-	)		-		(571,512		(571,512	)
Balance, February 29, 2016		13,687,678			15,914,794		315,914		315,914		~~244,849~~-			~~(21,650,457~~--	)		(5244,~~174,900~~849	)		-		(21,650,457		(5,174,900	)
Common stock issued for cash		83,333			25,000		-		-		-			-			25,000
Common and Preferred stock issued for R&D USA, LLC		-			-		-		-		700,000			5,460,000			780,000			-		-		6,240,000
Common stock issued for subscription		396,667			119,000		-		-		(119,000	)		-			-
Common stock issued for cash		916,667			282,800		-		-		-			-			-			-		-		282,800
Common shares issued for services		531,000			176,908		-		-		-			-			176,908
Common stock issued for subscription		1,030,001			309,000		-		-		-			-			(309,000	)		-		-		-
Common shares subscribed		-			-		-		-		190,000			-			190,000
Common shares issued for services		551,000			176,758		-		-		-			-			29,200			-		-		205,958
Rounding shares issued		(57	)		-		-		-		-			-			-
Common shares subscribed		-			-		-		-		-			-			220,000			-		-		220,000
Dividends accrued		-			-		-		-		-			(15,796	)		(15,796	)
Rounding shares issued		(57	)		-		-		-		-			-			-			-		-		-
Net loss		-			-		-		-		-			(723,614	)		(723,614	)
BCF on convertible notes payable		-			-		-		-		-			-			-			800,000		-		800,000
Balance, August 31, 2016 (unaudited)		14,698,621		$	16,235,702		315,914	$	315,914	$	315,849		$	(22,389,867	)	$	(5,522,402	)
Dividends accrued		-			-		-		-		-			-			-			-		(23,694		(23,694	)
Net loss		-			-		-		-		-			-			-			-		(1,064,574		(1,064,574	)
Balance, November 30, 2016 (unaudited)		16,185,289		$	16,683,352		1,015,914	$	5,775,914		700,000		$	5,460,000		$	965,049		$	800,000	$	(22,738,725	$	1,485,590

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS

Table of Contents

SENSE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED 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 Sense Technologies, Inc. and it’s wholly-owned subsidiary, Sense Natural Products, Inc. (the Company) will continue to realize its assets and discharge its obligations and commitments in the normal course of operations. Realization values August be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

While the information presented in the accompanying ~~six~~nine months to ~~August~~November 3130, 2016 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 29, 2016.

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

In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) (“ASU 2015-16”). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company’s consolidated financial statements.

In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period.

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest–Imputation of Interest (Subtopic 835-30) (“ASU 2015-03”), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets.

OnNOTE ~~November~~2 ~~2014,~~– ~~The~~GOING 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.CONCERN

At November 30, 2016, the Company had not yet achieved profitable operations, had an accumulated deficit of $22,738,725 (February 29, 2016 - $21,650,457) since its inception and incurred a net loss of $1,064,574 (2015 - $317,008) for the nine months ended November 30, 2016 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, 2017 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.

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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.

NOTE 2 – GOING CONCERN

At August 31, 2016, the Company had not yet achieved profitable operations, had an accumulated deficit of $22,389,867 (February 29, 2016 - $21,650,457) since its inception and incurred a net loss of $723,614 (2015 - $224,438) for the six months ended August 31, 2016 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, 2017 to be $300,000. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations.

NOTE 3 – PREPAID EXPENSES

As of ~~August~~November 3130, 2016, included in prepaid expenses is $3666,~~266~~351 (February 29, 2016: $12,970) is $25,063 for an insurance premium for the directors of the Company financed through ~~Flatiron Capital~~AFCO. Insurance policy is from August 23, 2016 to August 23, 2017.

~~NOTE 4~~Prepaid –insurance ~~ACCRUED~~of ~~EXPENSES/ACCRUED~~$39,100 ~~EXPENSES~~for –an ~~RELATED~~insurance ~~PARTY~~premium for the directors of Company, insurance policy is from September, 2017 to September, 2018 and $2,188 for utilities paid for December 2016.

NOTE 4 – FIXED ASSETS

The following is a summary of this category, including estimated useful lives of the assets:

	November 30, 2016			November 30, 2015
Land	$	52,500		$	-
Leasehold improvements (7yrs)		253,389			-
Building and fixtures (7yrs)		3,722,350			-
Furniture, fixtures and equipment (7yrs)		98,550			-
Subtotal		4,126,789			-
Less: Accumulated Depreciation		(28,400	)		-
Total	$	4,098,389		$	-

NOTE 5 – INTANGIBLES

Intangible assets are comprised of Goodwill in the amount of $5,466,241 as part of the consideration for the acquisition of the soy meal business assets as described in Note 13.

NOTE 6 – ACCRUED EXPENSES/ACCRUED EXPENSES – RELATED PARTY

Other liabilities and accrued expenses consisted of the following:

	August 31,		February 29,
	November 30,		February 29,
	2016		2016
Bank overdraft	$	18,815	$	-
Accounts payable	$	471,003	$	524,516
Accounts payable		535,142		524,516
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,~~055~~153,~~837~~060		952,872
Accrued non-resident withholding taxes, including accrued interest		~~198~~201,~~598~~119		193,556
Accrued taxes payable		3837,~~404~~796		39,619
Total accrued expenses	$	1,292,839	$	1,186,047
Accrued payroll liabilities		3,212		-
Accrued cash loan fees		157,500		-
Customer liability – FC Stone		822,914		-
Total accrued expenses	$	2,375,601	$	1,186,047
Detail of Accrued Expense – Related party:
Accrued payroll – related party		53,694		53,694
Other accrued liabilities – related party		17,117		17,117
Total accrued expenses – related party	$	70,811	$	70,811

As of ~~August~~November 3130, 2016, included in the ~~trade~~related party payables is $33,495 (February 29, 2016: $33,495) and $2,389 (February 29, 2016: $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 29, 2016: $480,000) owing to stockholders of the Company in respect of royalties payable and $53,694 (February 29, 2016: $53,694) owing to the former president of the Company in respect of unpaid wages.

At ~~August~~November 3130, 2016, advances payable of $~~203~~73,~~543~~183 (February 29, 2016: $60,158) 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.

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~~NOTE~~The 5accounts –payable ~~ROYALTIES~~and ~~PAYABLE~~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:

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.

Prepaid royalties payable under the new license are $5,000 per month for twelve months commencing September 1, 2010. The new agreement also calls for a 5% royalty with a $.75 per unit maximum “minimum royalty” to retain exclusivity with the following volumes:

End of calendar year containing the second anniversary:	30,000 units
End of calendar year containing the third anniversary:	60,000 units
End of calendar year containing the fourth anniversary:	110,000 units
End of calendar year containing the fifth anniversary and thereafter:	125,000 units

No royalties are currently accrued as we have not yet reached the end of the calendar year containing the second anniversary.

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

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

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

	Any other Sub-Licensor:	50% Sense Technologies
		50% Inventor

The current royalties accrued for Scope Out royalties are $nil as of ~~August~~November 3130, 2016 and February 29, 2016.

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 ~~August~~November 3130, 2016 and February 29, 2016, respectively.

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NOTE 68 – NOTES PAYABLE, CONVERTIBLE NOTES PAYABLE, AND NOTES PAYABLE – RELATED PARTY

	August 31,			February 29,
	November 30,			February 29,
	2016			2016
Promissory notes payable, unsecured, bearing interest at the rate of 12% per annum with repayment due February 23, 2017.	$	282,030		$	282,029
Promissory notes payable, unsecured, bearing interest at the rate of 12% per annum with repayment due February 23, 2018 and January 7, 2018.	$	282,029		$	282,029
Promissory notes payable to related party, unsecured, bearing interest at the rate of 12% per annum with repayment between October, 2016 and August, 2017.		439,590			439,590
Promissory notes payable to related party, unsecured, bearing interest at the rate of 12% per annum with repayment between December, 2016 and December, 2017.		439,590			439,590
Promissory notes payable, unsecured, bearing interest at the rate of 12% per annum with repayment due February 23, 2017.		20,057			20,057
Promissory notes payable, unsecured, bearing interest at the rate of 12% per annum with repayment due February 23, 2018.		20,057			20,057
Promissory notes payable, unsecured, bearing interest at the rate of 12% per annum with repayment due March 30, 2012. In default.		10,000			10,000
Finance agreement on directors’ and officers’ liability policy secured by the unearned insurance premium, bearing interest at 7.75%, maturing June 23, 2016. This agreement is repayable in monthly principal and interest payments of $2,174.		-			6,574
Finance agreement on directors and officers liability policy, bearing interest at 7.75% per annum, due December 2016.		~~4,520~~710			-
Promissory note payable, unsecured, bearing interest at the rate of 5.25% per annum, due in December 2007. In default.		100,000			100,000
Promissory note payable, unsecured, bearing interest at the rate of 6% per annum, maturing January, 2017.		59,500			59,500
Promissory note payable, unsecured, bearing interest at the rate of 6% per annum, maturing January 26, 2018.		59,500			59,500
Promissory note payable, unsecured, bearing interest at the rate of 6% per annum, maturing June 1, 2014. In default.		54,734			54,734
Promissory note payable, unsecured, bearing interest at the rate of 7% per annum, maturing July 27, 2017.		50,000			50,000
Promissory note payable, unsecured, bearing interest at the rate of 5.5% per annum, maturing between August, 2016 and October, 2016. In default, $100,000.		125,000			65,000
Promissory note payable, unsecured, bearing interest at the rate of 5.5% per annum, maturing between May, 2017 and October, 2017.		165,000			65,000
Promissory note payable, personally guaranteed by a director of the Company, bearing interest at 4.0% per annum and maturing August 27, 2018.		5044,~~590~~440			62,719
Promissory note payable, unsecured, bearing interest at the rate of 7% per annum, maturing June 4, 2016 and July 17, 2017. In default, $20,000.		30,000			30,000
Promissory note payable, unsecured, bearing interest at the rate of 5.5% per annum, maturing December 23, 2016.		25,000			25,000
Promissory note payable, unsecured, bearing interest at the rate of 5.5% per annum, maturing December 24, 2017.		25,000			25,000
Promissory note payable, unsecured, bearing interest at the rate of 5.5% per annum, maturing between October, 2016 and October, 2017.		165,000			165,000
Promissory note payable, unsecured, bearing interest at the rate of 5.5% per annum, maturing between October, 2016 and October, 2017. In default, $50,000.		165,000			165,000
Promissory note payable, unsecured, bearing interest at the rate of 6% per annum, maturing August 8, 2017.		~~20,000~~-			35,000
Promissory note payable, unsecured, bearing interest at the rate of 12% per annum, maturing December 21, 2015 and December, 2016. $3,450 in default.		133,450			133,450
Promissory note payable, unsecured, bearing interest at the rate of 12% per annum, maturing between June and December, 2017.		130,000			133,450
Promissory note payable, unsecured, bearing interest at the rate of 12% per annum with repayment due February 23, 2017.		313,846			313,846
Promissory note payable, unsecured, bearing interest at the rate of 10% per annum with repayment due August, 2017.		10,050			-
Promissory note payable, unsecured, bearing interest at the rate of 10% per annum with repayment due between January and August, 2017.		18,350			-
Finance agreement on directors’ and officers’ liability policy secured by the unearned insurance premium, bearing interest at 7.05%, maturing June 23, 2017. This agreement is repayable in monthly principal and interest payments of $2,437.		2918,~~499~~712			-
Finance agreement on directors and officers liability policy, bearing interest at 7.75% per annum, due July 2017.		32,289			-
Promissory note payable, secured by the Scribner Nebraska Plant, bearing interest at the rate of 12% per annum with repayment due September 8, 2019.		400,000			-
Promissory note payable, secured by the Scribner Nebraska Plant, bearing interest at the rate of 12% per annum with repayment due September 8, 2019		338,000			-
Promissory note payable, secured by the Scribner Nebraska Plant, bearing interest at the rate of 12% per annum with repayment due September 8, 2019		62,000			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due June 30, 2017.		25,000			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due June 30, 2017.		13,000			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due July 1, 2017.		592,000			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due June 30, 2017.		28,000			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due June 30, 2017.		15,000			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due June 30, 2017.		136,100			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due June 7, 2017.		7,500			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due June 30, 2017.		17,500			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due June 1, 2017.		13,000			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due June 1, 2017.		73,000			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with no repayment date.		51,700			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due August 31, 2017.		130,000			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due August 31, 2017.		75,000			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due June 7, 2017.		15,000			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due June 30, 2017.		35,000			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due August 31, 2017.		20,000			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due August 31, 2017.		311,000			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due July 1, 2017.		311,000			-
Promissory note payable, secured by the Scribner Nebraska Plant, accruing interest with repayment due June 30, 2017.		36,000			-
Promissory note payable, no stated interest or maturity date		8,000			8,000
		1,930,866			1,860,499
		4,672,057			1,860,499
Less: current portion		(12,~~880~~853,~~276~~313	)		(1,797,780	)
Long-term portion	$	501,~~590~~818,744		$	62,719

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At ~~August~~November 3130, 2016, the Company is in arrears with respect to ~~seven~~five of the above notes payable totaling $~~288~~234,~~184~~734.

	August 31, 2016		February 29, 2016
	November 30, 2016		February 29, 2016
Convertible notes payable:
Series B secured promissory notes payable, secured by a charge over the Company’s inventory, bearing interest at 10% per annum and are payable on demand, along with accrued interest thereon, on or after August 30, 2005. These notes plus accrued interest August be redeemed at any time after August 30, 2005. These notes August be converted into common shares of the Company at any time prior to demand for payment at the rate of one common share for each $0.29 of principal and interest owed. As of February 28, 2014 and February 28, 2013, these notes were in default.	$	534,447	$	534,447
Unsecured promissory notes bearing interest at 10% per annum. These notes plus accrued interest are convertible into common shares of the Company at the rate of one common share for each $5.40 of principal and interest owed. These notes have matured and the holders thereof have received default judgments against the Company.		50,000		50,000
	$	584,447	$	584,447

At ~~August~~November 3130, 2016, the Company is in arrears with respect to nine convertible notes payable totaling $584,447.

Future minimum note payments as of ~~August~~November 3130, 2016 are as follows:

Years Ending February 28,
2017	$	2,~~340~~330,~~959~~193
2018		~~174~~914,~~354~~331
Thereafter		-
2019		901,600
Total	$	2,515,313
Thereafter		525,933
Total	$	4,672,057

NOTE 79 – 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 Class A preferred shares are payable annually on July 31 of each year. During the ~~six~~nine months ended ~~August~~November 3130, 2016, the Company accrued dividends payable of $1523,~~796~~694 (February 29, 2016: $31,591). Dividends are currently accruing and total $~~440~~447,~~076~~974.

~~NOTE 8~~The –Company ~~COMMON~~issued ~~STOCK~~700,000 Class B preferred stock as part of the consideration for the acquisition of the soy meal business assets as described in Note 13.

The Class B preferred shares may be redeemed in part or in whole by the Corporation at is sole option, at any time after September 7, 2016. Redemption of the Class B preferred shares by the Corporation will be made pro-rata to the holders thereof, at a redemption price of $10 per Class B preferred shares. The shares are convertible into common shares at the rate of 20 common shares for each $10 Class B preferred share at any time by election of the preferred shares holders. Holders of the Class B preferred shares shall be entitled to currently vote based upon the common share equivalence.

NOTE 10 – COMMON STOCK

a) Common stock issued for cash

During the ~~six~~nine months ended ~~August~~November 3130, 2016, the Company received $~~190~~220,000 of common stock subscribed in common stock payable for ~~633~~770,~~333~~334 shares. During the ~~six~~nine months ended ~~August~~November 3130, 2016, the Company issued 83916,~~333~~667 shares of common stock for cash proceeds of $25282,800. During the nine months ended November 30, 2016, the Company issued 1,030,001 shares of common stock from stock payable totaling $309,000.

During the year ended February 29, 2016, the Company issued 150,000 shares of common stock for cash proceeds of $45,000. AtAs of February 29, ~~20216~~2016, there ~~was~~were be 730,000 shares valued at $219,000 ofsubscribed ~~common~~but ~~stock~~not ~~payable~~issued.

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 396,667 shares of common stock for cash proceeds of $119,000 which was received in prior years and was initially record in in stock issued from stock payable as of February 29, 2016.

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The Company issued 733,333 shares of common stock for cash proceeds of $220,000 which was received in prior years and was recorded as Common Stock Payable at February 28, 2015.

b) Common stock for services

During the year ended February 29, 2008, the Company granted an officer and a director of the Company to the right to receive 2,500,000 common shares for past services provided. The fair value of each common share was $0.08 on the grant date. The shares, fully vested and non-forfeitable on the grant date, were issued in 2009. This balance is presented as Common Stock as of February 28, 2010. Further, in connection with a consulting services agreement, the Company also committed to issue 1,111,110 common shares with fair value of $88,889, being $0.08 per share based on the quoted market price of the Company’s common shares. This balance is presented as Common Stock Payable as of ~~August~~November 3130, 2016 and February 29, 2016.

During the ~~six~~nine months ended ~~August~~November 3130, 2016, the Company issued ~~475~~495,000 common shares for consulting services and 56,000 common shares for interest expense and $29,200 of common stock payable for services. The fair value of each common share was $0.30 based on the closing trading price on the issue date and was recorded as consulting expense of $~~176~~205,~~908~~958.

During the year ended February 29, 2016, the Company issued 100,000 common shares for consulting services. The fair value of each common share was $0.30 based on the closing trading price on the grant date and was recorded as consulting expense of $30,000.

The Company issued 1,000,000 shares of common stock valued at $780,000 as part of the consideration for the acquisition of the soy meal business assets as describe in Note 13.

c) Common stock rounding shares

On April 21, 2016, the Company completed a 10-for-one reverse split of its issued and outstanding shares of common stock. Shares were rounded down 57 shares because of this split.

d) Options

Stock-based Compensation Plan

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

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

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

The Company has granted directors common share purchase options. These options were granted with an exercise price equal to the market price of the Company’s stock on the date of the grant.

	August 31, 2016
	Options		Weighted Average Exercise Price
Outstanding and exercisable at beginning of the year		300,000		$	0.40
Issued during the year		-			-
Outstanding and exercisable, August 31, 2016		300,000		$	0.40

	February 29, 2016
	Options		Weighted Average Exercise Price
Outstanding and exercisable at beginning of the year		300,000		$	0.40
Issued during the year		-			-
Outstanding and exercisable, February 29, 2016		300,000		$	0.40

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AtThe ~~August~~Company ~~31,~~has ~~2016,~~granted ~~the~~directors ~~following director~~ common share purchase options. These options were ~~outstanding~~granted ~~entitling~~with ~~the~~an ~~holders~~exercise ~~thereof~~price equal to the ~~right~~market toprice ~~purchase~~of ~~one~~the ~~common~~Company’s ~~share~~stock ~~for~~on ~~each~~the ~~share~~date ~~purchase~~of ~~option~~the ~~held:~~grant.

	November 30, 2016
	Options		Weighted Average Exercise Price
Outstanding and exercisable at beginning of the year		300,000		$	0.40
Issued during the year		-			-
Outstanding and exercisable, November 30, 2016		300,000		$	0.40

	February 29, 2016
	Options		Weighted Average Exercise Price
Outstanding and exercisable at beginning of the year		300,000		$	0.40
Issued during the year		-			-
Outstanding and exercisable, February 29, 2016		300,000		$	0.40

At November 30, 2016, 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

	300,000		$	0.30	December 31, 2016

d) Warrants

As of ~~August~~November 3130, 2016 and February 29, 2016, the Company had no outstanding warrants.

NOTE 911 – RELATED PARTY TRANSACTIONS

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

	August 31,
	November 30,
	2016			2015
Interest expense		$	26,375		$	26,375

As of ~~August~~November 3130, 2016, included in accounts payable is $33,495 (February 29, 2016: $33,495) owing to an accounting firm in which a director of the Company is a partner and $2,389 (February 29, 2016: $2,389) to a shareholder with respect to unpaid fees and interest on promissory notes, $480,000 (February 29, 2016: $480,000) owing to shareholders of the Company in respect of royalties payable with no interest accruing, and $53,694 (February 29, 2016: $53,694) owing to the former president of the Company in respect of unpaid wages.

As of ~~August~~November 3130, 2016, included in advances payable is $~~203~~73,~~543~~183 (February 29, 2016: $60,158) owed to a company controlled by a director.

As of ~~August~~November 3130, 2016, promissory notes payable of $439,590 (February 29, 2016: $439,590 is due to a profit-sharing and retirement plan administered by a director of the Company. Terms are:

Date Due:	Amount
August, 2016	$	12,500
April, 2016		15,000
November, 2016		27,500
December, 2016		384,590
Total	$	439,590

All bear interest at 12% per annum.

As of ~~August~~November 3130, 2016, promissory note payable of $7444,~~594~~440 (February 29, 2016: $62,719) is personally guaranteed by a related party of the director of the company.

NOTE 10 – CONCENTRATIONS AND CONTINGENCIES

Concentrations

Approximately 100% of the Company’s revenues are obtained from one (1) customer. The Company is exposed to significant sales and accounts receivable concentration. Sales to these customers are not made pursuant to a long term agreement. Customers are under no obligation to continue to purchase from the Company.

For the six months ended August 31, 2016, one (1) customer accounted for approximately 100% of revenue. For the six months ended August 31, 2015, there were two (2) customer that accounted for 99% of sales revenue.

Contingencies

During the normal course of business we from time to time be involved in litigation or other possible loss contingencies. As of August 31, 2016 and August 31, 2015 management is not aware of any possible contingencies that would warrant disclosure pursuant to SFAS 5.

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NOTE 12 – CONCENTRATIONS AND CONTINGENCIES

Concentrations

Approximately 100% of the Company’s revenues for Guardian Alert are obtained from one (1) customer. 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, 2016, one (1) customer accounted for approximately 100% of Guardian Alert revenue. For the nine months ended November 30, 2015, there were two (2) customer that accounted for 99% of Guardian Alert 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, 2016 and November 30, 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 1113 – SOY MEAL ACQUISITION

On ~~May~~September 247, 2016, the Company entered into a ~~nonbinding~~final ~~letter~~agreement ~~of intent~~ with R and D, USA, LLC for the acquisition of the business assets comprising R and D, USA, LLC’s means of production of soy meal and soy oil products and non-GMO soy products, certified organic soy products, refined soy oils, agricultural soy oils, and other related specialty ~~fertilizer~~soy based soil enhancer crop products, including all intellectual and intangible property related thereto.

~~The~~It ~~Company~~immediately ~~intends~~transferred tothese ~~structure~~assets ~~the~~into ~~transaction~~its asnewly acreated ~~purchase of the Business Interests by a~~ wholly-owned subsidiary ~~of the Company~~, inSense ~~consideration~~Natural ~~for which the Company shall initially raise $350~~Products,~~000~~ ~~for the purpose of working capital for the soybean processing mill, and issue to R and D, USA, LLC common shares in the Company~~Inc. ~~The shares will be issued in two tiers of a number of common shares of the Company to be determined before entering a definitive agreement.~~

~~During~~The acquisition was accounted for as a business combination and we valued all assets and liabilities acquired at their fair value on the ~~six~~date ~~months~~of ~~ended~~acquisition. An ~~August~~independent ~~31,~~valuation ~~2016,~~expert assisted us in determining these fair values. The assets and liabilities of the ~~Company~~acquired ~~has~~entity awere ~~prepaid~~recorded ~~acquisition~~at ~~deposit~~their estimated fair values at the date of ~~$153,205~~the acquisition.

~~NOTE 12~~The –allocation ~~SUBSEQUENT~~of ~~EVENTS~~the purchase price to assets and liabilities based upon fair value determinations was as follows:

Management has evaluated subsequent events through October 24, 2016, the date of which the financial statements were available to be issued.

Inventory	$	401,879
Land		52,500
Leasehold Improvements		253,389
Buildings and Fixtures		3,722,350
Furniture and Equipment		98,550
Goodwill		5,466,241
Total assets acquired		9,994,909
Liabilities assumed		(2,954,909	)
Net assets acquired	$	7,040,000

~~1,486,668~~The ~~shares~~purchase ofprice ~~common~~consists ~~stock~~of ~~payable~~the ~~were issued on October 6, 2016.~~following:

Cash paid	$	800,000
Common stock at closing and upon operation		780,000
Preferred stock at closing		5,460,000
Total purchase price	$	7,040,000

The following information presents unaudited pro forma consolidation results of operations for the nine months ended November 30, 0216 and the year ended February 29, 2016, as if the acquisition described above had occurred on the March 1, 2016 and March 1, 2015. The pro forma financial information is not necessarily indicative of the operating results that would have occurred if the acquisition been consummated as of the date indicated, nor are they necessarily indicative of future operating results.

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Proforma financials for the nine months ended November 30, 2016:

	Sense Technologies Inc			R&D USA LLC			Pro Forma Combined

Sales		147,000		$	669,740			816,740
Direct Costs		38,416			288,054			326,470
Gross Profit		108,584			381,686			490,270
Operating Expenses		794,123			79,358			873,481
Net Operating Income (Loss)		(685,539	)		302,328			(383,211	)
Other Income (Expenses)		(155,523	)		(264,165	)		(419,688	)
Net Income (Loss)		(841,062	)		38,163			(802,899	)

Proforma financials for the year ended February 29, 2016:

	Sense Technologies Inc			R&D USA LLC		Pro Forma Combined

Sales		318,318			1,889,605		2,207,923
Direct Cost		111,868			1,304,354		1,416,222
Gross Profit		206,450			585,251		791,701
Operating Expenses		451,853			167,408		619,261
Net Operating Income (Loss)		(245,403	)		417,843		172,440
Other Income (Expenses)		(326,109	)		59,144		(266,965	)
Net Income (Loss)		(571,512	)		476,987		(94,525	)

NOTE 14 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through May 5, 2017, 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 ~~August~~November 3130, 2016 and our Financial Statements and notes thereto for the period ended ~~August~~November 3130, 2015.

1. Overview of Operations

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

2. Results of Operations

For the three and ~~six~~nine month period ended ~~August~~November 3130, 2016 as compared to the three and ~~six~~nine month period ended ~~August~~November 3130, 2015.

	For the three months ended				For the ~~six~~nine months ended
	August 31, 2016		August 31, 2015		August 31, 2016		August 31, 2015
	November 30, 2016		November 30, 2015		November 30, 2016		November 30, 2015
Sales
Sales Guardian Alert		790,~~500~~000		61103,~~500~~995		57147,000		~~118~~222,~~488~~483
Sales Scope Out		-		-		-		-
		7,500		61,500		57,000		118,488
Sales Soy Product		236,394		-		236,394		-
		326,394		103,995		383,394		222,483

Sales for the ~~six~~nine months ended ~~August~~November 3130, 2016 decreased by 5234% from $~~118~~222,~~488~~483 to $57147,000 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 of Guardian Alert for the three months ended ~~August~~November 3130, 2016 decreased by 8814% from 61$103,~~500~~995 to 7$90,~~500~~000 due to ~~decreased~~decrease ~~demand~~sales from key customers.

WeSales ~~continued~~of tosoybean ~~market~~meal ~~both~~and ~~products. While~~other itsoybean isancillary ~~the~~products ~~company~~increased ~~objective~~because tothe ~~grow~~acquisition ~~sales,~~of nothe ~~assurance~~soybean ~~can~~business beassets ~~given~~occurred ~~that~~during wethe ~~will~~quarter beended ~~successful~~November in30, ~~this manner and sustain comparable sales in future periods~~2016.

	For the three months ended				For the six months ended
	August 31, 2016		August 31, 2015		August 31, 2016		August 31, 2015
Direct Cost
Scope Out Direct Costs
Manufacturing expenses		-		-		-		-
Research and development		-		-		-		-
Commissions		-		-		-		-
Royalties - related party		15,000		15,000		30,000		30,000
Total Scope Out Direct Costs		15,000		15,000		30,000		30,000
Guardian Alert Direct Costs
Manufacturing expenses		-		2,469		-		2,469
Research and development		-		12,490		9,200		32,040
Commissions		8,992		3,400		15,228		8,500
Royalties		-		-		-		-
Total Guardian Alert Direct Costs		8,992		18,359		24,428		43,009
Total Direct Costs		23,992		33,359		54,428		73,009

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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, 2016		November 30, 2015		November 30, 2016		November 30, 2015
Direct Cost
Scope Out Direct Costs
Manufacturing expenses		-		-		-		-
Research and development		-		-		-		-
Commissions		-		-		-		-
Royalties - related party		15,000		10,000		45,000		40,000
Total Scope Out Direct Costs		15,000		10,000		45,000		40,000

Guardian Alert Direct Costs
Manufacturing expenses		-		-		-		2,469
Research and development		1,500		5,776		10,700		37,815
Commissions		12,488		-		27,716		8,500
Royalties		-		-		-		-
Total Guardian Alert Direct Costs		13,988		5,776		38,416		48,784
Soy Meal Direct Costs
Product Costs		90,054		-		90,054		-
Total Soy Meal Direct Costs		90,054		-		90,054		-
Total Direct Costs		119,042		15,776		173,470		88,784

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 $1510,000 for the three month periods ended ~~August~~November 3130, 2016 and 2015, respectively.

Direct costs related to Scope Out® were $3045,000 and $3040,000 for the ~~six~~nine month period ended ~~August~~November 3130, 2016 and 2015, respectively.

Direct costs related to Guardian Alert were $813,~~992~~988 and $185,~~359~~776for ~~for~~ the three month period ending ~~August~~November 3130, 2016 and 2015, respectively. This change represents a ~~decrease~~increase of 51142%. Commission expenses were $812,~~992~~488 and $~~3,450~~nil for the three month period ended ~~August~~November 3130, 2016 and 2015, respectively. Commission expense increased ~~161%~~ due to an increase in commissioned sales. Manufacturing expenses were $nil and $2,469 for the three month period ended August 31, 2016 and 2015, respectively. This decrease is attributed to the strategic relationship created with our commercial marketing partner, where Sense no longer directly incurs production and/or inventory costs for commercial feet application product sales. Manufacturing expenses in Direct Costs for the Guardian Alert® for the three months ended in 2016 and 2015 represents assembly costs for the sales achieved for the same period. Research and development expenses were $~~nil~~1,500 and $125,~~490~~776 for the three month periods ended ~~August~~November 3130, 2016 and 2015, respectively.

Direct costs related to Guardian Alert were $2438,~~428~~416 and $4348,~~009~~784 for the ~~six~~nine month period ending ~~August~~November 3130, 2016 and 2015, respectively. This change represents a decrease of 4322%. Commission expenses were $1527,~~228~~716 and $8,500 for the ~~six~~nine month period ended ~~August~~November 3130, 2016 and 2015, respectively. Commission expense increased 79226% due to an increase in commissioned sales. Manufacturing expenses were $nil and $2,469 for the ~~six~~nine month period ended ~~August~~November 3130, 2016 and 2015, respectively. Manufacturing expenses in Direct Costs for the Guardian Alert® for the ~~three~~nine months ended in 2016 and 2015 represents assembly costs for the sales achieved for the same period. Research and development expenses were $910,~~200~~700 and $3237,~~040~~815 for the ~~six~~nine month periods ended ~~August~~November 3130, 2016 and 2016, respectively.

Selling, General, and Administrative
	For the three months ended				For the six months ended
	August 31, 2016		August 31, 2015		August 31, 2016		August 31, 2015
Advertising	$	-	$	2,748	$	-	$	2,748
Consulting fees		237,555		40,800		346,964		67,000
Contract labor		3,000		3,000		6,000		6,000
Engineering costs		-		-		3,374		874
Filing fees		9,256		7,716		9,931		8,266
Insurance		11,347		10,144		23,537		20,238
Bank charges		521		790		1,855		1,165
Legal and accounting		153,583		16,638		161,833		36,826
Loan fee		1,000		-		1,000		-
Office and miscellaneous		4,886		2,678		5,902		4,563
Public relations		3,500		-		3,500		-
Rent		2,850		3,491		6,370		7,301
Tax penalties		2,997		2,996		5,993		5,993
Telephone and utilities		93		105		285		321
Transfer agent fees		3,900		500		17,650		2,500
Travel and automotive		-		-		141		688
Interest expense		71,465		48,717		131,851		105,434
		505,953		140,323		726,186		269,917

Sense Technologies, Inc. had selling, general and administrative expenses of $505,953 for the three month period ended August 31, 2016 compared to selling, general and administrative expenses of $140,323 for the three month period ended August 31, 2015, an increase in selling, general and administrative expenses of 261% from the prior period.

General and administrative expenses of $726,186 for the six month period ended August 31, 2016 compared to selling, general and administrative expenses of $269,917 for the six month period ended August 31, 2015, an increase in selling, general and administrative expenses of 169% from the prior period.

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~~Consulting~~Direct ~~fees~~costs ~~increased~~related ~~from~~to ~~$40,800~~soy ~~for~~meal ~~the~~were ~~three month period ended August 31~~$90,054 ~~2015~~and to $~~237,555~~nil for the three and nine month period ~~ended~~ending ~~August~~November 3130, 2016. ~~The~~and ~~increase~~2015, ~~was a result of consulting related to Guardian Alert product sales~~respectively.

Consulting fees increased from $67,000 for the six month period ended August 31, 2015 to $346,964 for the six month period ended August 31, 2016. The increase was a result of consulting related to Guardian Alert product sales.

Selling, General, and Administrative

	For the three months ended					For the nine months ended
	November 30, 2016			November 30, 2015		November 30, 2016		November 30, 2015
Advertising	$	150		$	4,050	$	150	$	6,797
Consulting fees		263,774			66,185		610,738		133,185
Contract labor		1,500			3,000		7,500		9,000
Depreciation		28,400			-		28,400		-
Engineering costs		8,337			-		11,711		874
Filing fees		-			400		9,931		8,666
Insurance		19,024			10,666		42,561		30,904
Bank charges		973			6,415		2,828		7,581
Legal and accounting		(117,249	)		2,075		44,584		38,901
Loan fee		200			-		1,200		-
Office and miscellaneous		19,727			4,105		25,629		8,669
Payroll expenses		18,420			-		18,420		-
Public relations		-			30,000		3,500		30,000
Rent		5,380			2,860		11,750		10,161
Repairs and maintenance		450			-		450		-
Tax penalties		2,997			2,997		8,990		8,990
Telephone and utilities		2,828			133		3,113		454
Transfer agent fees		3,500			500		21,150		3,000
Travel and automotive		2,064			2,950		2,205		3,638
Interest expense		132,560			44,453		264,411		149,887
		393,035			180,789		1,119,221		450,707

Sense Technologies, Inc. had selling, general and administrative expenses of $393,035 for the three month period ended November 30, 2016 compared to selling, general and administrative expenses of $180,789 for the three month period ended November 30, 2015, an increase in selling, general and administrative expenses of 117% from the prior period.

General and administrative expenses of $1,119,221 for the nine month period ended November 30, 2016 compared to selling, general and administrative expenses of $450,707 for the nine month period ended November 30, 2015, an increase in selling, general and administrative expenses of 148% from the prior period.

Consulting fees increased from $66,185 for the three month period ended November 30, 2015 to $263,774 for the three month period ended November 30, 2016. The increase was a result of consulting related to Guardian Alert product sales.

Consulting fees increased from $133,185 for the nine month period ended November 30, 2015 to $610,738 for the nine month period ended November 30, 2016. 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 ~~$16,638~~a inprior ~~the~~quarter ~~three~~were ~~month~~reclassified ~~period~~to ~~ended~~consulting ~~August~~fees ~~31,~~in ~~2015~~the toamount of $~~153~~117,~~583~~249 ~~for~~in the three month period ended ~~August~~November 3130, 2016.

Legal and accounting fees increased from $3638,~~826~~901 in the ~~six~~nine month period ended ~~August~~November 3130, 2015 to $~~161~~44,~~833~~584 for the ~~six~~nine month period ended ~~August~~November 3130, 2016.

~~Following summarizes the overall operations results for the six month period ended August 31:~~17

									Increase			% Increase
	2016				2015				( Decrease)			(decrease)
Sales			57,000				118,488			(61,488	)		(51.89	)
Direct Costs			54,428				73,009			(18,581	)		(25.45	)
General and Administrative expenses			726,186				269,917			456,269			169.04
Net Loss			(723,614	)			(224,438	)		499,176			222.41
Basic and Diluted Loss per share		$	(0.05	)		$	(0.00	)

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WeFollowing ~~had~~summarizes athe ~~loss~~overall ~~from~~ operations ofresults ~~$723,614~~ for ~~six month period ended August 31, 2016, compared to a loss from operations of $224,438 for~~ the ~~six~~nine month period ended ~~August~~November ~~31, 2015, an increase in loss from operations of $499,176 from the prior year.~~30:

							Increase	% Increase
		2016			2015		( Decrease)	( decrease)
Sales		383,394			222,483		160,911	72.33
Direct Costs		173,470			88,784		84,686	95.38
General and Administrative expenses		1,119,221			450,707		668,514	148,32
Net Loss		(1,064,574	)		(317,008	)	747,566	235.81
Basic and Diluted Loss per share	$	(0.07	)	$	(0.00	)

We had a loss from operations of $1,064,574 for nine month period ended November 30, 2016, compared to a loss from operations of $317,008 for the nine month period ended November 30, 2015, an increase in loss from operations of $747,566 from the prior year.

Liquidity and Capital Resources

Our cash position at ~~August~~November 3130, 2016 was $~~nil~~2,451 as compared to $1,298 at February 29, 2016. 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 $57,~~625~~000,~~817~~456 and $5,112,981 as of ~~August~~November 3130, 2016 and February 29, 2016, respectively. If we are unable to raise adequate working capital for fiscal 2017, 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 2017, 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 $~~133~~608,~~211~~405 in 2016, compared to $~~207~~268,~~207~~326 in 2015. The ~~decrease~~increase in cash used in 2016 was largely due to the increase in ~~advances~~inventory, ~~payable~~prepaids and ~~accrued~~accounts ~~expenses~~payable.

Net cash used in investing activities

Net cash used for investing activities was $~~153~~800,~~205~~000 in 2016, compared to $nil in 2015. The ~~increase~~purchase ~~was~~of ~~due~~R&D toUSA, ~~the~~LLC ~~costs~~used ~~associated~~cash ~~with~~of ~~the~~$800,000 ~~acquisition~~for ofthe ~~Soy~~assets ~~Meals~~purchased.

Net cash provided by financing activities

Net cash provided by financing activities was $~~285~~1,~~368~~409,558 in 2016 compared to net cash provided of $~~207~~286,~~207~~326 in 2015.

During the ~~six~~nine months ended ~~August~~November 3130, 2016, we received $~~190~~440,000 through subscriptions to our common shares compared to $40130,000 during the ~~six~~nine months ended ~~August~~November 3130, 2015.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

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Item 4. Controls and Procedures.

Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of its management, including its chief executive officer (who is also acting in the capacity as the principal accounting officer), of the effectiveness of its disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, the Company’s principal executive officer and principal financial officer has concluded that, as of the end of the period covered in this report, the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The Company, including its principal executive officer and principal financial officer, does not expect that its disclosure controls and procedures or its internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, the Company performed additional analysis and other post-closing procedures in an effort to ensure its consolidated financial statements included in this quarterly report have been prepared in accordance with generally accepted accounting principles. Accordingly, the Company believes that the financial statements included in this report fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.

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

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

Changes in Internal Control over Financial Reporting

In addition, the Company with the participation of its chief executive officers have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended ~~August~~November 3130, 2016 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 29, 2016.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of equity securities during the ~~six~~nine months ended ~~August~~November 3130, 2016.

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.
October 24, 2016	/s/ BRUCE E. SCHREINER
May 8, 2017	/s/ BRUCE E. SCHREINER
	Bruce E. Schreiner
	Chief Executive Officer, President, Director, Chief Financial Officer and Principal Accounting Officer

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