<PAGE>

    As filed with the Securities and Exchange Commission on January 23, 2001
                        Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                              SENSE HOLDINGS, INC.
               (Exact name of issuer as specified in its charter)

    Florida                                                      82-0326560
(State or other jurisdiction                                 (I.R.S. Employer
 of incorporation or organization)                          Identification No.)

    7300 West McNab Road
    Tamarac, Florida                                               33321
(Address of principal executive offices)                        (Zip Code)


                            Consulting Agreement with

                                    FUGEN LI

          (d/b/a Shanghai Yazheng Information Technology Company, Ltd.)
                            (Full title of the plan)



                                Dore Scott Perler
                             Chief Executive Officer

                              Sense Holdings, Inc.

                              7300 West McNab Road
                             Tamarac, Florida 33321
                     (Name and address of agent for service)

                                    Copy to:

                            James M. Schneider, Esq.
                              Atlas Pearlman, P.A.
                     350 East Las Olas Boulevard, Suite 1700
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200


                                        1


<PAGE>



                         CALCULATION OF REGISTRATION FEE
                         -------------------------------



                                          Proposed     Proposed
Title of                                   maximum      maximum
securities                                offering     aggregate     Amount of
to be                  Amount to be       price per     offering    registration
registered             registered          share         price          fee
------------           ------------       ----------    ---------   ------------

Compensatory Stock Issued to Consultant

Common Stock,
$0.10
par value
per share                300,000            $0.68       $204,000        $57.00*
------------

*        Calculated  in  accordance  with Rule 457 based upon the average of the
         closing bid and asked prices on January 16, 2000.


                                        2


<PAGE>



PROSPECTUS

                              SENSE HOLDINGS, INC.

                         300,000 Shares of Common Stock

         This  prospectus  forms  a  part  of  a  registration  statement  which
registers an aggregate of 300,000 shares of common stock,  that are collectively
referred to as the "Shares", of Sense Holdings, Inc. ("Sense",  "Company", "we",
"us" or "our").  The Shares  have been issued to  Shanghai  Yazheng  Information
Technology Company, Ltd., Shanghai, Peoples Republic of China (the "Consultant")
pursuant to a Consulting  Agreement  dated  December 16, 2000. The Consultant is
owned by Fugen Li who is the sole  officer and director of the  Consultant.  The
Consultant  and Mr. Li are  sometimes  collectively  referred to as the "selling
securityholders."  The selling  securityholders may sell all or a portion of the
Shares  from  time  to  time  in  the  over-the-counter  market,  in  negotiated
transactions,  directly or through  brokers or  otherwise,  and at market prices
prevailing  at the  time of such  sales  or at  negotiated  prices.  We will not
receive any proceeds from sales by selling securityholders.

         No person has been  authorized by us to give any information or to make
any representation  other than as contained in this prospectus,  and if given or
made, such information or representation  must not be relied upon as having been
authorized by us. Neither the delivery of this  prospectus nor any  distribution
of the Shares shall, under any circumstances,  create any implication that there
has been no change in our affairs since the date hereof.

         These   securities  have  not  been  approved  or  disapproved  by  the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

         This  prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.

                The date of this prospectus is January 23, 2001



                                        3


<PAGE>



                              AVAILABLE INFORMATION

         We are  subject to the  informational  requirements  of the  Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy  statements  and  other  information  with  the  Securities  and  Exchange
Commission.  Reports,  proxy  statements  and other  information  filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street,  N.W.,  Washington,  D.C. 20549.  Copies of this
material  can also be obtained  at  prescribed  rates from the Public  Reference
Section of the  Commission  at its principal  office at 450 Fifth Street,  N.W.,
Washington,  D.C. 20549. The Commission also maintains a website on the internet
that contains  reports,  proxy and information  statements and other information
regarding   registrants  that  file   electronically   with  the  Commission  at
http://www.sec.gov.

         We have filed with the Commission a registration  statement on Form S-8
under  the  Securities  Act of 1933,  as  amended,  covering  the  Shares.  This
prospectus,  which comprises Part I of the registration statement, omits certain
information  contained in the registration  statement.  For further  information
with respect to us and the Shares offered by this prospectus,  reference is made
to the entire registration statement, including the exhibits thereto. Statements
in this  prospectus as to any document are not necessarily  complete,  and where
any such document is an exhibit to the registration statement or is incorporated
by  reference  herein,  each such  statement is qualified in all respects by the
provisions of the exhibit or other  document to which  reference is hereby made,
for a full  statement  of the  provisions  thereof.  A copy of the  registration
statement,  with  exhibits,  may be  obtained  from the  Commission's  office in
Washington,  D.C. (at the above address) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge or
at the Commission's website at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents   filed  by  us  with  the   Commission  are
incorporated herein by reference and made a part hereof:

o  Annual Report on Form 10-KSB for the year ended December 31, 1999, filed on
   April 13, 2000;

o  Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000,filed on
   May 16, 2000;

o  Quarterly Report on Form 10-QSB for the quarter ended June 30, 2000, filed on
   August 10, 2000;

o  Amended Quarterly Report, filed on November 13, 2000;

o  Quarterly Report on Form 10-QSB for the quarter ended September 30, 2000,
   filed on November 14, 2000;


                                        4


<PAGE>



         o Amended Quarterly Report, filed on December 4, 2000.

         All  reports  and  documents  filed by us pursuant to Section 13, 14 or
15(d) of the Exchange  Act,  prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial  owner, to whom a copy of the prospectus has been  delivered,  on
the written  request of any such person,  a copy of any or all of the  documents
referred to above which have been or may be  incorporated  by  reference in this
prospectus,  other than exhibits to such  documents.  Written  requests for such
copies should be directed to Corporate  Secretary,  Sense  Holdings,  Inc., 7300
West McNab Road, Tamarac, Florida 33321.

                                   THE COMPANY

         This prospectus contains forward-looking  statements that involve risks
and  uncertainties.  Our actual results may differ  materially  from the results
discussed  in the  forward-looking  statements.  You  are  urged  to  read  this
prospectus carefully and in its entirety.

         Sense  Holdings,  Inc. is a Florida  corporation.  We design,  develop,
manufacture and sell fingerprint-based  identification products and systems that
incorporate state-of-the-art biometric technology to verify a person's identity.
Our biometric identification systems are designed primarily for use by employers
desiring to verify the  presence of employees  at the  workplace  and to monitor
their time and attendance at work. We have also developed  systems that restrict
access to buildings, offices and other security-sensitive areas to persons whose
identities are biometrically verified.

         Our  biometric  systems are designed  and built around our  proprietary
hardware platform known as BioClock(TM) - - a stand-alone platform that replaces
a traditional  wall mounted or free- standing swipe or punch card time clock. We
have  developed  two  integrated   hardware  and  software   applications   that
incorporate BioClock(TM) in turn-key total solution systems.

         Our time and  attendance  systems,  which are  marketed  under the name
"CheckPrint T/A(TM)",  use biometric technology to: authenticate the identity of
employees when they arrive at and leave work; gather data; perform calculations;
permit electronic export capability to over 150 third-party service providers to
facilitate the use of automated payroll checks; generate logs and reports; and


                                        5


<PAGE>



perform related record keeping.  Our access control systems,  which are marketed
under the name "CheckPrint A/C(TM)",  are security systems that permit access to
locked buildings,  offices or other secured areas only to those whose identities
can be verified,  using our fingerprint  identification software. Our CheckPrint
A/C(TM) systems, which can be used with or without "smartcard"  technology,  can
be  programmed  for  different  levels of  security,  permitting  access only to
recognized individuals who have the requisite level of security clearance.

Additional factors that may affect operating results

         In evaluating us, the following risk factors should be considered:

We have only recently  commenced  revenue-producing  operations  and the limited
information available about us makes an evaluation of us difficult.

         We have  conducted  limited  operations  and we have  little  operating
history that permits you to evaluate  our  business and our  prospects  based on
prior  performance.  You must  consider  your  investment in light of the risks,
uncertainties,  expenses  and  difficulties  that  are  usually  encountered  by
companies in their early stages of  development,  particularly  those engaged in
emerging  technologies  such as  biometrics.  There can be no assurance that the
company will  successfully  address  such risks,  and the failure to do so could
have a material adverse effect on our business,  financial condition and results
of operations.

We have experienced  historical losses,  have an accumulated deficit and may not
become profitable.

         For the fiscal  years ended  December  31, 1998 and 1999,  and the nine
months ended September 30, 2000, we experienced net losses of $174,629, $668,099
and  $676,274,  respectively.  In  addition,  at September  30, 2000,  we had an
accumulated deficit of $1,519,002. Our operating results for future periods will
include significant expenses,  including product development expenses, sales and
marketing costs, programming and administrative expenses, and will be subject to
numerous  uncertainties.  As a result,  we are unable to predict whether we will
achieve profitability in the future.

Our business is capital intensive,  particularly with respect to advertising and
marketing, and we will require additional financing.

         Our  operations  are capital  intensive  and our growth will  consume a
substantial  portion of our available working capital. We may require additional
capital in order to fund our operations.  Our working capital  requirements will
depend on a variety of  factors,  including  the timing and rate at which we are
able to generate  revenues from  operations.  There can be no assurance  that we
will  not  require  additional  capital  sooner  as  marketing  and  development
activities increase. We do not have any commitments for additional financing and
there can be no assurance that such  additional  funding,  if required,  will be
available, or if available, will be available upon favorable terms. Insufficient
funds may prevent us from  implementing our business  strategy.  In the event we
raise additional funds


                                        6


<PAGE>



through  the  issuance  of  equity  securities,  dilution  to the then  existing
stockholders  will result and future investors may be granted rights superior to
those of existing stockholders.

We  face  severe  competition  from  time  and  attendance  providers,  security
companies,  in general,  and biometric  security device providers,  many of whom
have  greater  resources  than we do; we may be  unable to become a  competitive
force in our marketplace.

         We engage in providing  time and  attendance  resources to employers in
all sectors of the marketplace. We also provide building access control security
devices. Our time and attendance and control access security devices incorporate
biometric  fingerprint  technology and "smartcard"  technology.  We will compete
with other  providers of time and  attendance  services,  as well as with access
control, security companies. Our competitors in time and attendance applications
include  Kronos,  Simplex,  Smartime  Software,  Time and  Tech.com  and Unitime
Systems.  Other biometric  technology  providers  include  Identix,  Who Vision,
Secugen and Veridicom.  These providers use traditional technologies employed in
identification and access control,  as well as biometric  technologies.  Some of
these  competitors have a longer  operating  history than we do and many of them
have  substantially  greater  financial  and  other  resources  than we do. As a
result, we will likely encounter greater difficulty in implementing our business
plans  than will our  competitors.  The  introduction  of  similar  or  superior
products by current or future  competitors  could have a material adverse effect
on our business, financial condition and results of operation.

The proper functioning of our products is dependent upon third party software.

         We license software from Integrated Design, Inc. pursuant to a contract
that enables the data gathered by CheckPrint T/A(TM) systems to be formatted and
transmitted to third party payroll services. Such agreement may be terminated by
either party on ninety days' prior written notice with or without cause.  In the
event such agreement were  terminated,  we would be required to license  similar
software from a third party vendor or develop our own links for data export. Any
failure or delay in licensing or developing  such software could have a material
adverse effect on our business, financial condition and results of operation.

Other types of biometric security devices are being developed and marketed,  and
we are uncertain if fingerprint  biometric  security devices will be accepted in
the marketplace.

         Our biometric systems use fingerprints as the basis for  authenticating
a person's  identity.  Other forms of biometric  identification,  including iris
scanning,  voice  patterns  and  signature  verification,  are  being  marketed,
developed  and  tested.  Our  success  will  be  dependent  on  our  ability  to
successfully  market our  biometric  systems and support  services to end-users,
distributors and resellers. Successful marketing will depend upon the acceptance
of  fingerprint  biometrics as a preferred form of  identification.  We have not
commissioned a formal market or research study to determine whether  fingerprint
identification  is  preferred  to other  forms of  biometric  identification  or
whether  sufficient  demand for our products and services exists to enable us to
sustain operations,


                                        7


<PAGE>



expand or  achieve  profitability.  A lack of demand for  fingerprint  biometric
systems  could  have  a  material  adverse  effect  on our  business,  financial
condition and results of operation.

Our  products  rely on  fingerprint  biometrics  and the  lack of  technological
diversification in our products could cause our results to suffer.

         All of our products and systems  incorporate  biometric  technology and
our  success   depends  on  the   continued   reliability   and   acceptance  of
fingerprinting as a method of identity  verification.  As a result, in the event
of  unforeseen  adverse  events in the  development,  enhancement,  reliability,
marketing or acceptance of fingerprint  biometrics,  we will be unable to temper
its effects by relying upon sales of other  products.  We do not currently  know
when products under development will generate  revenues,  or whether they can be
successfully  marketed. Any such failure could have a material adverse effect on
our business, financial condition and results of operation.

We engage in emerging technologies;  as a result the market price for the Common
Stock may be subject to extreme volatility.

         The market  for  securities  of  high-technology  companies,  including
companies such as ours that  participate in emerging  markets,  has historically
been more volatile than the market for stocks in general. As a result, the price
of the common stock may be subject to wide  fluctuations  in response to factors
some of which  are  beyond  our  control,  including,  without  limitation,  the
following:

        o  quarter-to-quarter variations in our operating results;
        o  our announcement of material events;
        o  price fluctuations in sympathy to others engaged in our industry; and
        o  the effects of media coverage of our business.

Our inability to timely complete product and technology development may hurt us.

         We continue to develop new applications for our technology and proposed
enhancements to our systems, some of which are still in the planning stage or in
relatively early stages of development. Our success will depend in part upon our
ability to complete product  development to permit timely  introduction into the
marketplace.  We will be  required  to  commit  considerable  time,  effort  and
resources  to  complete   development  of  our  proposed  products  and  product
enhancements. However, our product development efforts are subject to all of the
risks  inherent in the  development  of new products and  technology,  including
unanticipated  delays,  expenses  and  difficulties,  as  well  as the  possible
insufficiency of funding to complete development.

         Our product development efforts may not be successfully  completed.  In
addition, our proposed products may not satisfactorily perform the functions for
which they are  designed or meet  applicable  price or  performance  objectives.
Further,  unanticipated  technical  or other  problems may occur which result in
increased costs or material delays in development.  Despite testing by us and by
current and potential end users, problems may be found in new products after the
commencement


                                        8


<PAGE>



of commercial  shipments,  resulting in loss of, or delay in, market acceptance.
Any such  failures  or  delays  could  have a  material  adverse  effect  on our
business, financial condition and results of operations.

We depend on the continued services of our executive officers and on our ability
to attract and maintain other qualified employees.

         Our future  success  depends on the  continued  services  of Dore Scott
Perler,  our Chief Executive  Officer and President,  Andrew Goldrich,  our Vice
President,  and Shawn  Tartaglia,  our Chief  Technical  Officer.  While we have
entered into  employment  agreements with each of them, the loss of any of their
services would be detrimental to us and could have a material  adverse effect on
our business, financial condition and results of operations. We do not currently
maintain key-man  insurance on their lives. Our future success is also dependent
on our ability to identify,  hire,  train and retain other qualified  managerial
and  other  employees.   Competition  for  these   individuals  is  intense  and
increasing.  We may not be able to  attract,  assimilate,  or  retain  qualified
technical  and  managerial  personnel  and our  failure  to do so  could  have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

We may have difficulty managing growth.

         Expansion of our  operations  will be required in order to  accommodate
growth in our customer  base and market  opportunities.  Expansion  will place a
significant  strain on our  management,  operational  and  financial  resources.
Currently,  we have a limited  number  of  employees,  and will need to  improve
existing and implement new  transaction  processing,  operational  and financial
systems,  procedures and controls,  and to expand, train and manage our employee
base.  We also  will be  required  to expand  our  finance,  administrative  and
operations  staff.  Furthermore,  we intend  to enter  into  relationships  with
various strategic partners, including product manufacturers and distributors and
other service providers and other third parties,  necessary to our business. Our
failure to manage growth effectively could have a material adverse effect on our
business, financial condition and results of operations.

Failure of our internal systems may damage our operations.

         We use  internally  developed  systems to operate  our  service and for
transaction processing,  including billing and collections  processing.  We must
continually   improve  these  systems  in  order  to  meet  the  level  of  use.
Furthermore,  in the  future,  we may  add  features  and  functionality  to our
products  and  services  using  internally  developed  or third  party  licensed
technologies.

Our inability to:

o  add software and hardware
o  develop and upgrade existing technology, transaction processing systems and
   network infrastructure to meet increased volume through our processing
   systems or


                                        9


<PAGE>


o  provide new features or functionality

may cause system  disruptions,  slower response  times,  reductions in levels of
customer  service,  decreased  quality of the user's  experience,  and delays in
reporting accurate financial information. Any such failure could have a material
adverse effect on our business, financial condition and results of operations.

We  may  be  unable  to  protect  our  proprietary  rights,  thereby  permitting
competitors to develop the same or similar products and technologies to ours.

         Our success and ability to compete  will be  dependent,  in large part,
upon our proprietary products and technologies. We intend to rely primarily upon
copyright, trade secret and trademark laws to protect the proprietary components
of our  systems.  While we have  filed U.S.  patent  applications  covering  our
systems,  there is no assurance that any of our patent  applications will result
in the  issuance of letters  patent,  that any patent we are awarded will not be
successfully  challenged,  that  the  award  of a patent  will  provide  us with
meaningful proprietary  protections or that we will have the financial resources
to mount sustained  patent  defense.  We could also incur  substantial  costs in
asserting our intellectual  property or proprietary  rights against others.  The
failure to successfully protect our intellectual property and proprietary rights
could enable  others to duplicate or claim rights to our products and systems or
otherwise develop similar or competitive products and systems which could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

SEC rules impose restrictive sales policies on low priced securities,  including
the Common Stock, the application of which could adversely affect the market for
the Common Stock.

         The SEC has adopted  regulations which generally define a "penny stock"
to be any equity  security that has a market price of less than $5.00 per share,
subject to certain  exceptions.  Depending  on market  fluctuations,  our common
stock could be  considered  to be a "penny  stock".  A penny stock is subject to
rules that impose additional sales practice  requirements on broker/dealers  who
sell these securities to persons other than established customers and accredited
investors.  For transactions covered by these rules, the broker-dealer must make
a special  suitability  determination for the purchase of these securities.  The
broker/dealer  must receive the  purchaser's  written consent to the transaction
prior to the purchase,  and must also provide certain written disclosures to the
purchaser.  Consequently,  the "penny  stock"  rules may restrict the ability of
broker/dealers  to sell the common stock, and may negatively affect the price at
which holders of the common stock of may resell such shares.

We have not paid any dividends on the Common Stock and do not anticipate  paying
dividends in the future.

         We have never paid cash  dividends  on our common  stock.  We intend to
retain future earnings, if any, to finance the expansion of our business, and we
do not  anticipate  that  any  cash  dividends  will be paid in the  foreseeable
future.


                                       10


<PAGE>



The Common Stock is thinly traded and an active and visible  trading  market for
the Common Stock may not develop.

         The  Common  Stock  is  currently  traded  on a  limited  basis  on the
Over-the-Counter  Bulletin Board under the symbol  "SEHO".  The quotation of the
Common  Stock on the OTCBB does not assure  that a  meaningful,  consistent  and
liquid trading market currently  exists. We cannot predict whether a more active
market for the common  stock will  develop in the  future.  In the absence of an
active trading market:

o  investors may have difficulty buying and selling or obtaining quotations for
   the common stock;
o  market visibility for the common stock may be limited; and
o  a lack of visibility for the common stock may have a depressive effect on the
   market price for the common stock.

It is not possible to foresee all risks which may affect us. Moreover, we cannot
predict whether we will successfully  effectuate our current business plan. Each
prospective purchaser is encouraged to carefully analyze the risks and merits of
an investment in the Units, including the Risk Factors discussed above.

                              CONSULTING AGREEMENT

General

         On December 16, 2000,  Sense entered into a Consulting  Agreement  with
Shanghai Yazheng Information  Technology Company,  Ltd. The Consultant is wholly
owned  by Mr.  Fugen  Li who is  also  the  sole  officer  and  director  of the
Consultant.  The  services to be rendered by the  Consultant  consist of various
advisory and consulting services relevant to locating a strategic partner in the
People's  Republic of China,  developing an  appropriate  marketing  program for
sales  and  exploitation  of  Sense's  product  in the  PRC,  an  evaluation  of
demographic,   economic  and   political   factors  in  the  PRC  affecting  the
distribution of Sense's products and providing ongoing support services relevant
to the distribution of Sense's  products in the PRC. The Agreement  commenced on
January 1, 2000 and will continue for a term of twelve  months.  The  Consultant
expects to provide  approximately 60% of the working time of Mr. Li for at least
the initial six months of the Agreement,  and will provide  sufficient  services
and  commitments of time of Mr. Li for the balance of the term of the agreement.
In  consideration  for current and prospective  services,  Sense agreed to issue
300,000 shares of its common stock to the Consultant.

Federal Income Tax Effects

         The following  discussion  applies to the issuance of the Shares and is
based on federal income tax laws and regulations in effect on December 31, 2000.
It does not  purport  to be a complete  description  of the  federal  income tax
consequences  of the issuance,  nor does it describe the  consequences of state,
local or foreign tax laws which may be applicable.


                                       11


<PAGE>



         In  connection  with  the  issuance  of  Shares  as  compensation,  the
recipient  must  include in gross  income the excess of the fair market value of
the  property  received  over the amount,  if any,  paid for the property in the
first  taxable  year in which  beneficial  interest  in the  property  either is
"transferable"  or is not  subject  to a  "substantial  risk of  forfeiture."  A
substantial  risk of forfeiture  exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from  performance) of substantial  services by any person, or the
occurrence  of a  condition  related  to the  purpose of the  transfer,  and the
possibility  of forfeiture is  substantial  if such  condition is not satisfied.
Shares  received by a person who is subject to the short swing  profit  recovery
rule of  Section  16(b) of the  Securities  Exchange  Act of 1934 is  considered
subject to a substantial risk of forfeiture so long as the sale of such property
at a profit could subject the stockholder to suit under that section. The rights
of the recipient are treated as transferable if and when the recipient can sell,
assign,  pledge or otherwise  transfer any interest in the Shares to any person.
Inasmuch  as the  recipient  would  not be  subject  to the short  swing  profit
recovery  rule of Section 16(b) of the  Securities  Exchange Act of 1934 and the
Shares,  upon  receipt  following  satisfaction  of condition  prerequisites  to
receipt, will be presently transferable and not subject to a substantial risk of
forfeiture, the recipient would be obligated to include in gross income the fair
market value of the Shares received once the conditions to receipt of the Shares
are satisfied.

Restrictions Under Securities Laws

         The sale of the Shares  must be made in  compliance  with  federal  and
state securities laws. Our officers,  directors and 10% or greater shareholders,
as well as certain other persons or parties who may be deemed to be "affiliates"
of ours  under  federal  securities  laws,  should  be  aware  that  resales  by
affiliates  can only be made  pursuant to an effective  registration  statement,
Rule 144 or other  applicable  exemption.  Our  officers,  directors and 10% and
greater  stockholders  may also be subject to the "short  swing"  profit rule of
Section 16(b) of the Securities Exchange Act of 1934.

                        SALES BY SELLING SECURITYHOLDERS

The following table sets forth

o  the name of the selling securityholders,

o  the amount of shares of common stock held directly or indirectly,

o  the maximum amount of shares of common stock to be offered by the selling
   securityholders,

o  the amount of common stock to be owned by the selling securityholders
   following sale of the shares of common stock, and



                                       12


<PAGE>


o  the  percentage  of shares of common  stock to be owned by the selling
   securityholders  following completion of such offering (based  on   6,810,636
   shares  of  common   stock  of  Sense outstanding at December 31, 2000).

                                                                      Percentage
                                                  Shares to be       to be Owned
Name of Selling      Number of     Shares to      Owned After           After
Securityholders     Shares Owned   be Offered      Offering            Offering
---------------     ------------   ----------    ------------         ----------

Fugen Li              300,000       300,000           -0-                __%


                              PLAN OF DISTRIBUTION

         The Shares covered by this  prospectus may be distributed  from time to
time by the selling  securityholders  in one or more  transactions that may take
place  on  the   over-the-counter   market.   These  include  ordinary  broker's
transactions,  privately-negotiated transactions or through sales to one or more
broker-dealers  for  resale of these  shares  as  principals,  at market  prices
existing  at the time of sale,  at prices  related to  existing  market  prices,
through Rule 144  transactions or at negotiated  prices.  Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the selling
securityholders in connection with sales of securities.

         The selling  securityholders  may sell the securities in one or more of
the following methods, which may include crosses or block transactions:

         o        through the "pink sheets",  on the  over-the-counter  Bulletin
                  Board,  or on such  exchanges or  over-the-counter  markets on
                  which  our  shares  may  be  listed  from  time-  to-time,  in
                  transactions  which may include  special  offerings,  exchange
                  distributions and/or secondary distributions,  pursuant to and
                  in  accordance  with the  rules of such  exchanges,  including
                  sales to  underwriters  who  acquire  the shares for their own
                  account and resell them in one or more transactions or through
                  brokers, acting as principal or agent;

         o        in  transactions  other  than  on  such  exchanges  or in  the
                  over-the-counter    market,   or   a   combination   of   such
                  transactions,  including  sales  through  brokers,  acting  as
                  principal   or   agent,   sales   in   privately    negotiated
                  transactions,   or  dispositions  for  value  by  any  selling
                  securityholder  to its  partners or members,  subject to rules
                  relating to sales by affiliates;

        o         through the issuance of securities by issuers other than us,
                  convertible into, exchangeable for, or payable in our shares;
                  or



                                       13


<PAGE>



         o        through the  writing of options on our shares,  whether or not
                  such options are listed on an exchange,  or other transactions
                  requiring  delivery  of our  shares,  or the  delivery  of our
                  shares to close out a short position.

         Any such  transactions  may be effected at market prices  prevailing at
the time of sale,  at  prices  related  to such  prevailing  market  prices,  at
negotiated prices or at fixed prices.

         In making sales, brokers or dealers used by the selling securityholders
may  arrange  for  other  brokers  or  dealers  to   participate.   The  selling
securityholders  who are  affiliates  of Sense  and  others  through  whom  such
securities are sold may be  "underwriters"  within the meaning of the Securities
Act for the securities offered,  and any profits realized or commission received
may be considered underwriting compensation.

         At the  time a  particular  offer  of the  securities  is made by or on
behalf of a selling  securityholder,  to the extent required, a prospectus is to
delivered.  The  prospectus  will  include the number of shares of common  stock
being offered and the terms of the offering,  including the name or names of any
underwriters,  dealers or agents, the purchase price paid by any underwriter for
the shares of common stock purchased from the selling  securityholders,  and any
discounts,  commissions or concessions  allowed or reallowed or paid to dealers,
and the proposed selling price to the public.

         We have told the  selling  securityholders  that the  anti-manipulative
rules under the  Securities  Exchange Act of 1934,  including  Regulation M, may
apply to  their  sales  in the  market.  We have  provided  each of the  selling
securityholders  with a copy of these  rules.  We have  also  told  the  selling
securityholders  of the  need for  delivery  of  copies  of this  prospectus  in
connection with any sale of securities that are registered by this prospectus.

         Sales of securities by us and the selling  securityholders  or even the
potential  of these  sales may have a negative  effect on the  market  price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES

Common Stock

         We are authorized to issue 20,000,000  shares of common stock, $.10 par
value per share.  As of December  31, 2000,  there were issued and  outstanding,
6,810,636 shares of common stock and no shares of preferred stock.

         Common stockholders share dividends on a proportionate basis, as may be
declared by the board of directors. Upon our liquidation, dissolution or winding
up, after payment to creditors,  our assets will be divided proportionately on a
per share basis among the holders of our common stock.

         Each share of our common  stock has  one vote.  Holders of  our  common
stock do not have  cumulative  voting  rights.  This means that the holders of a
plurality of the shares voting for the


                                       14


<PAGE>



election of directors can elect all of the directors. In that event, the holders
of the  remaining  shares will not be able to elect any  directors.  Our By-Laws
provide  that a majority  of the  outstanding  shares of our common  stock are a
quorum to transact business at a stockholders'  meeting. Our common stock has no
preemptive,  subscription  or conversion  rights.  Also, our common stock is not
redeemable.

Transfer Agent

         The  transfer  agent  and  registrar for our common  stock  is American
Securities  Transfer & Trust,  Inc.  12039 West Alameda  Parkway,  Lakewood,  CO
80288. Telephone number (303) 234- 5300.

                                     EXPERTS

         Our consolidated financial statements appearing in our Annual Report on
Form 10-KSB,  for the fiscal year ended December 31, 1999,  have been audited by
Feldman Sherb Horowitz & Co., P.C. Independent Certified Public Accountants,  as
set forth in their report thereon included  therein and  incorporated  herein by
reference. Such financial statements are, and audited financial statements to be
included  in  subsequently  filed  documents  will be,  incorporated  herein  in
reliance upon the reports of Feldman,  Sherb Horowitz,  P.A., pertaining to such
financial  statements  (to  the  extent  covered  by  consents  filed  with  the
Commission)  given upon the authority of such firm as experts in accounting  and
auditing.

                                 INDEMNIFICATION

         The Florida Business Corporation Act allows us to indemnify each of our
officers and directors who are made a party to a proceeding if

(a)      the officer or director conducted himself or herself in good faith;

(b)      his or her conduct was in our best interests, or if the conduct was not
in an official capacity, that the conduct was not opposed to our best interests;
and

(c)      in the case of a criminal proceeding, he or she had no reasonable cause
to believe that his or her conduct was unlawful.


                                       15


<PAGE>

         We may not  indemnify  our officers or directors in  connection  with a
proceeding by or in our right, where the officer or director was adjudged liable
to us, or in any other  proceeding,  where our officer or director  are found to
have derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as  amended,  may be  permitted  to our  directors,  officers  and
controlling persons pursuant to the foregoing provisions,  or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification  is against public policy as expressed in the  securities  laws,
and is, therefore unenforceable.


                                       16


<PAGE>



                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.           Incorporation of Documents by Reference

         The  documents  listed  below  are  incorporated  by  reference  in the
Registration  Statement.  All  documents  subsequently  filed by the  Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"),  prior to the filing of a post- effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the  Registration  Statement and to be part thereof
from the date of filing of such documents.

        o        Annual Report on Form 10-KSB for the year ended December 31,
                 1999, filed on April 13, 2000;

        o        Quarterly Report on Form 10-QSB for the quarter ended March 31,
                 2000, filed on May 16, 2000;

        o        Quarterly Report on Form 10-QSB for the quarter ended June 30,
                 2000, filed on August 10, 2000;

        o        Amended Quarterly Report, filed on November 13, 2000;

        o        Quarterly Report on Form 10-QSB for the quarter ended September
                 30, 2000, filed on November 14, 2000;

         o Amended Quarterly Report, filed on December 4, 2000.

         All  reports  and  documents  filed by us pursuant to Section 13, 14 or
15(d) of the Exchange  Act,  prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial  owner, to whom a copy of the prospectus has been  delivered,  on
the written  request of any such person,  a copy of any or all of the  documents
referred to above which have been or may be  incorporated  by  reference in this
prospectus, other than exhibits to such documents. Written requests


                                       17


<PAGE>



for such copies should be directed to Corporate Secretary, Sense Holdings, Inc.,
7300 West McNab Road, Tamarac, Florida 33321.

ITEM 4.           Description of Securities

         A  description  of the  Registrant's  securities  is set  forth  in the
Prospectus incorporated as a part of this Registration Statement.

ITEM 5.           Interests of Named Experts and Counsel

         Not Applicable.

ITEM 6.           Indemnification of Directors and Officers

         The Florida Business Corporation Act allows us to indemnify each of our
officers and directors who are made a party to a proceeding if

(a)      the officer or director conducted himself or herself in good faith;

(b)      his or her conduct was in our best interests, or if the conduct was not
         in an official capacity,  that the conduct was not opposed to our best
         interests; and

(c)      in the case of a criminal proceeding, he or she had no reasonable cause
         to believe that his or her conduct was unlawful.

We may not indemnify  our officers or directors in connection  with a proceeding
by or in our right,  where the officer or director was adjudged liable to us, or
in any other proceeding, where our officer or director are found to have derived
an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as  amended,  may be  permitted  to our  directors,  officers  and
controlling persons pursuant to the foregoing provisions,  or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification  is against public policy as expressed in the  securities  laws,
and is, therefore unenforceable.

ITEM 7.           Exemption From Registration Claimed

         Inasmuch  as  the  recipient  of  the  Shares  was   knowledgeable  and
sophisticated,  had access to relevant  information  pertaining to Sense and had
the ability to fend for himself, the issuance was exempt from registration under
the Securities Act of 1933 by reason of Section 4(2) of that act.

ITEM 8.           Exhibits

         10.1     Consulting Agreement


                                       18


<PAGE>



         23.1     Consent of Independent Certified Public Accountants.

--------------------
* Filed herewith.

ITEM 9.           Undertakings

         The undersigned registrant hereby undertakes:

         1.       To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

                  a.       To include any prospectus required by section 10(a)
                           (3) of the Securities Act of 1933;

                  b. To reflect in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or n  the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

                  c.       To include any material information with  respect  to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such information in the registration statement;

         Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
the  registration  statement  is on  Form  S-3 or Form  S-8 and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to section 13 or
section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement.

         2.  That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3.  To remove from  registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.



                                       19


<PAGE>



         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
against  such  liabilities  (other  than the  payment by the  registrant  in the
successful  defense  of an  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the  registrant  will,  unless in the opinion of its  counsel,  the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                       20


<PAGE>



                                   SIGNATURES

         The Registrant  pursuant to the  requirements  of the Securities Act of
1933, as amended,  the registrant  certifies  that it has reasonable  grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  in the  City of  Tamarac,  State  of  Florida,  on the 23   day of
January, 2001.

                                                SENSE HOLDINGS, INC.


                                                By:/s/Dore Scott Perler

                                                Dore Scott Perler, Chairman and
                                                Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

  Signature              Title                                       Date


/s/Dore Scott Perler     Chairman of the Board,
--------------------     President, Chief Executive Officer,
Dore Scott Perler        and Director                           January 23, 2001



/s/Andrew Goldrich       Vice President, Principal
------------------       Executive Financial Officer and
Andrew Goldrich          Accounting Officer and Director        January 23, 2001



/s/Shawn Tartaglia
------------------       Chief Technical Officer
Shawn Tartaglia          and Director                           January 23, 2001

/s/Julie Slater
---------------
Julie Slater             Director                               January 23, 2001
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8", "secsgml_size_bytes": 53653}]
{"company-data": {"conformed-name": "SENSE HOLDINGS INC", "cik": "0001093903", "assigned-sic": "7380", "irs-number": "82326560", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54170", "film-number": "1513539"}, "business-address": {"street1": "7300 W MCNAB ROAD", "city": "SUNRISETAMARAC", "state": "FL", "zip": "33321", "phone": "9547471422"}, "mail-address": {"street1": "7300 W MCNAB ROAD", "city": "TAMARAC", "state": "FL", "zip": "33321"}}
As filed with the Securities and Exchange Commission on January 23, 2001
                        Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                              SENSE HOLDINGS, INC.
               (Exact name of issuer as specified in its charter)

    Florida                                                      82-0326560
(State or other jurisdiction                                 (I.R.S. Employer
 of incorporation or organization)                          Identification No.)

    7300 West McNab Road
    Tamarac, Florida                                               33321
(Address of principal executive offices)                        (Zip Code)

                            Consulting Agreement with

                                    FUGEN LI

          (d/b/a Shanghai Yazheng Information Technology Company, Ltd.)
                            (Full title of the plan)

                                Dore Scott Perler
                             Chief Executive Officer

                              Sense Holdings, Inc.

                              7300 West McNab Road
                             Tamarac, Florida 33321
                     (Name and address of agent for service)

                                    Copy to:

                            James M. Schneider, Esq.
                              Atlas Pearlman, P.A.
                     350 East Las Olas Boulevard, Suite 1700
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200

                                        1
CALCULATION OF REGISTRATION FEE
                         -------------------------------

                                          Proposed     Proposed
Title of                                   maximum      maximum
securities                                offering     aggregate     Amount of
to be                  Amount to be       price per     offering    registration
registered             registered          share         price          fee
------------           ------------       ----------    ---------   ------------

Compensatory Stock Issued to Consultant

Common Stock,
$0.10
par value
per share                300,000            $0.68       $204,000        $57.00*
------------

*        Calculated  in  accordance  with Rule 457 based upon the average of the
         closing bid and asked prices on January 16, 2000.

                                        2
PROSPECTUS

                              SENSE HOLDINGS, INC.

                         300,000 Shares of Common Stock

         This  prospectus  forms  a  part  of  a  registration  statement  which
registers an aggregate of 300,000 shares of common stock,  that are collectively
referred to as the "Shares", of Sense Holdings, Inc. ("Sense",  "Company", "we",
"us" or "our").  The Shares  have been issued to  Shanghai  Yazheng  Information
Technology Company, Ltd., Shanghai, Peoples Republic of China (the "Consultant")
pursuant to a Consulting  Agreement  dated  December 16, 2000. The Consultant is
owned by Fugen Li who is the sole  officer and director of the  Consultant.  The
Consultant  and Mr. Li are  sometimes  collectively  referred to as the "selling
securityholders."  The selling  securityholders may sell all or a portion of the
Shares  from  time  to  time  in  the  over-the-counter  market,  in  negotiated
transactions,  directly or through  brokers or  otherwise,  and at market prices
prevailing  at the  time of such  sales  or at  negotiated  prices.  We will not
receive any proceeds from sales by selling securityholders.

         No person has been  authorized by us to give any information or to make
any representation  other than as contained in this prospectus,  and if given or
made, such information or representation  must not be relied upon as having been
authorized by us. Neither the delivery of this  prospectus nor any  distribution
of the Shares shall, under any circumstances,  create any implication that there
has been no change in our affairs since the date hereof.

         These   securities  have  not  been  approved  or  disapproved  by  the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

         This  prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.

                The date of this prospectus is January 23, 2001

                                        3
AVAILABLE INFORMATION

         We are  subject to the  informational  requirements  of the  Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy  statements  and  other  information  with  the  Securities  and  Exchange
Commission.  Reports,  proxy  statements  and other  information  filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street,  N.W.,  Washington,  D.C. 20549.  Copies of this
material  can also be obtained  at  prescribed  rates from the Public  Reference
Section of the  Commission  at its principal  office at 450 Fifth Street,  N.W.,
Washington,  D.C. 20549. The Commission also maintains a website on the internet
that contains  reports,  proxy and information  statements and other information
regarding   registrants  that  file   electronically   with  the  Commission  at
http://www.sec.gov.

         We have filed with the Commission a registration  statement on Form S-8
under  the  Securities  Act of 1933,  as  amended,  covering  the  Shares.  This
prospectus,  which comprises Part I of the registration statement, omits certain
information  contained in the registration  statement.  For further  information
with respect to us and the Shares offered by this prospectus,  reference is made
to the entire registration statement, including the exhibits thereto. Statements
in this  prospectus as to any document are not necessarily  complete,  and where
any such document is an exhibit to the registration statement or is incorporated
by  reference  herein,  each such  statement is qualified in all respects by the
provisions of the exhibit or other  document to which  reference is hereby made,
for a full  statement  of the  provisions  thereof.  A copy of the  registration
statement,  with  exhibits,  may be  obtained  from the  Commission's  office in
Washington,  D.C. (at the above address) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge or
at the Commission's website at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents   filed  by  us  with  the   Commission  are
incorporated herein by reference and made a part hereof:

o  Annual Report on Form 10-KSB for the year ended December 31, 1999, filed on
   April 13, 2000;

o  Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000,filed on
   May 16, 2000;

o  Quarterly Report on Form 10-QSB for the quarter ended June 30, 2000, filed on
   August 10, 2000;

o  Amended Quarterly Report, filed on November 13, 2000;

o  Quarterly Report on Form 10-QSB for the quarter ended September 30, 2000,
   filed on November 14, 2000;

                                        4
o Amended Quarterly Report, filed on December 4, 2000.

         All  reports  and  documents  filed by us pursuant to Section 13, 14 or
15(d) of the Exchange  Act,  prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial  owner, to whom a copy of the prospectus has been  delivered,  on
the written  request of any such person,  a copy of any or all of the  documents
referred to above which have been or may be  incorporated  by  reference in this
prospectus,  other than exhibits to such  documents.  Written  requests for such
copies should be directed to Corporate  Secretary,  Sense  Holdings,  Inc., 7300
West McNab Road, Tamarac, Florida 33321.

                                   THE COMPANY

         This prospectus contains forward-looking  statements that involve risks
and  uncertainties.  Our actual results may differ  materially  from the results
discussed  in the  forward-looking  statements.  You  are  urged  to  read  this
prospectus carefully and in its entirety.

         Sense  Holdings,  Inc. is a Florida  corporation.  We design,  develop,
manufacture and sell fingerprint-based  identification products and systems that
incorporate state-of-the-art biometric technology to verify a person's identity.
Our biometric identification systems are designed primarily for use by employers
desiring to verify the  presence of employees  at the  workplace  and to monitor
their time and attendance at work. We have also developed  systems that restrict
access to buildings, offices and other security-sensitive areas to persons whose
identities are biometrically verified.

         Our  biometric  systems are designed  and built around our  proprietary
hardware platform known as BioClock(TM) - - a stand-alone platform that replaces
a traditional  wall mounted or free- standing swipe or punch card time clock. We
have  developed  two  integrated   hardware  and  software   applications   that
incorporate BioClock(TM) in turn-key total solution systems.

         Our time and  attendance  systems,  which are  marketed  under the name
"CheckPrint T/A(TM)",  use biometric technology to: authenticate the identity of
employees when they arrive at and leave work; gather data; perform calculations;
permit electronic export capability to over 150 third-party service providers to
facilitate the use of automated payroll checks; generate logs and reports; and

                                        5
perform related record keeping.  Our access control systems,  which are marketed
under the name "CheckPrint A/C(TM)",  are security systems that permit access to
locked buildings,  offices or other secured areas only to those whose identities
can be verified,  using our fingerprint  identification software. Our CheckPrint
A/C(TM) systems, which can be used with or without "smartcard"  technology,  can
be  programmed  for  different  levels of  security,  permitting  access only to
recognized individuals who have the requisite level of security clearance.

Additional factors that may affect operating results

         In evaluating us, the following risk factors should be considered:

We have only recently  commenced  revenue-producing  operations  and the limited
information available about us makes an evaluation of us difficult.

         We have  conducted  limited  operations  and we have  little  operating
history that permits you to evaluate  our  business and our  prospects  based on
prior  performance.  You must  consider  your  investment in light of the risks,
uncertainties,  expenses  and  difficulties  that  are  usually  encountered  by
companies in their early stages of  development,  particularly  those engaged in
emerging  technologies  such as  biometrics.  There can be no assurance that the
company will  successfully  address  such risks,  and the failure to do so could
have a material adverse effect on our business,  financial condition and results
of operations.

We have experienced  historical losses,  have an accumulated deficit and may not
become profitable.

         For the fiscal  years ended  December  31, 1998 and 1999,  and the nine
months ended September 30, 2000, we experienced net losses of $174,629, $668,099
and  $676,274,  respectively.  In  addition,  at September  30, 2000,  we had an
accumulated deficit of $1,519,002. Our operating results for future periods will
include significant expenses,  including product development expenses, sales and
marketing costs, programming and administrative expenses, and will be subject to
numerous  uncertainties.  As a result,  we are unable to predict whether we will
achieve profitability in the future.

Our business is capital intensive,  particularly with respect to advertising and
marketing, and we will require additional financing.

         Our  operations  are capital  intensive  and our growth will  consume a
substantial  portion of our available working capital. We may require additional
capital in order to fund our operations.  Our working capital  requirements will
depend on a variety of  factors,  including  the timing and rate at which we are
able to generate  revenues from  operations.  There can be no assurance  that we
will  not  require  additional  capital  sooner  as  marketing  and  development
activities increase. We do not have any commitments for additional financing and
there can be no assurance that such  additional  funding,  if required,  will be
available, or if available, will be available upon favorable terms. Insufficient
funds may prevent us from  implementing our business  strategy.  In the event we
raise additional funds

                                        6
through  the  issuance  of  equity  securities,  dilution  to the then  existing
stockholders  will result and future investors may be granted rights superior to
those of existing stockholders.

We  face  severe  competition  from  time  and  attendance  providers,  security
companies,  in general,  and biometric  security device providers,  many of whom
have  greater  resources  than we do; we may be  unable to become a  competitive
force in our marketplace.

         We engage in providing  time and  attendance  resources to employers in
all sectors of the marketplace. We also provide building access control security
devices. Our time and attendance and control access security devices incorporate
biometric  fingerprint  technology and "smartcard"  technology.  We will compete
with other  providers of time and  attendance  services,  as well as with access
control, security companies. Our competitors in time and attendance applications
include  Kronos,  Simplex,  Smartime  Software,  Time and  Tech.com  and Unitime
Systems.  Other biometric  technology  providers  include  Identix,  Who Vision,
Secugen and Veridicom.  These providers use traditional technologies employed in
identification and access control,  as well as biometric  technologies.  Some of
these  competitors have a longer  operating  history than we do and many of them
have  substantially  greater  financial  and  other  resources  than we do. As a
result, we will likely encounter greater difficulty in implementing our business
plans  than will our  competitors.  The  introduction  of  similar  or  superior
products by current or future  competitors  could have a material adverse effect
on our business, financial condition and results of operation.

The proper functioning of our products is dependent upon third party software.

         We license software from Integrated Design, Inc. pursuant to a contract
that enables the data gathered by CheckPrint T/A(TM) systems to be formatted and
transmitted to third party payroll services. Such agreement may be terminated by
either party on ninety days' prior written notice with or without cause.  In the
event such agreement were  terminated,  we would be required to license  similar
software from a third party vendor or develop our own links for data export. Any
failure or delay in licensing or developing  such software could have a material
adverse effect on our business, financial condition and results of operation.

Other types of biometric security devices are being developed and marketed,  and
we are uncertain if fingerprint  biometric  security devices will be accepted in
the marketplace.

         Our biometric systems use fingerprints as the basis for  authenticating
a person's  identity.  Other forms of biometric  identification,  including iris
scanning,  voice  patterns  and  signature  verification,  are  being  marketed,
developed  and  tested.  Our  success  will  be  dependent  on  our  ability  to
successfully  market our  biometric  systems and support  services to end-users,
distributors and resellers. Successful marketing will depend upon the acceptance
of  fingerprint  biometrics as a preferred form of  identification.  We have not
commissioned a formal market or research study to determine whether  fingerprint
identification  is  preferred  to other  forms of  biometric  identification  or
whether  sufficient  demand for our products and services exists to enable us to
sustain operations,

                                        7
expand or  achieve  profitability.  A lack of demand for  fingerprint  biometric
systems  could  have  a  material  adverse  effect  on our  business,  financial
condition and results of operation.

Our  products  rely on  fingerprint  biometrics  and the  lack of  technological
diversification in our products could cause our results to suffer.

         All of our products and systems  incorporate  biometric  technology and
our  success   depends  on  the   continued   reliability   and   acceptance  of
fingerprinting as a method of identity  verification.  As a result, in the event
of  unforeseen  adverse  events in the  development,  enhancement,  reliability,
marketing or acceptance of fingerprint  biometrics,  we will be unable to temper
its effects by relying upon sales of other  products.  We do not currently  know
when products under development will generate  revenues,  or whether they can be
successfully  marketed. Any such failure could have a material adverse effect on
our business, financial condition and results of operation.

We engage in emerging technologies;  as a result the market price for the Common
Stock may be subject to extreme volatility.

         The market  for  securities  of  high-technology  companies,  including
companies such as ours that  participate in emerging  markets,  has historically
been more volatile than the market for stocks in general. As a result, the price
of the common stock may be subject to wide  fluctuations  in response to factors
some of which  are  beyond  our  control,  including,  without  limitation,  the
following:

        o  quarter-to-quarter variations in our operating results;
        o  our announcement of material events;
        o  price fluctuations in sympathy to others engaged in our industry; and
        o  the effects of media coverage of our business.

Our inability to timely complete product and technology development may hurt us.

         We continue to develop new applications for our technology and proposed
enhancements to our systems, some of which are still in the planning stage or in
relatively early stages of development. Our success will depend in part upon our
ability to complete product  development to permit timely  introduction into the
marketplace.  We will be  required  to  commit  considerable  time,  effort  and
resources  to  complete   development  of  our  proposed  products  and  product
enhancements. However, our product development efforts are subject to all of the
risks  inherent in the  development  of new products and  technology,  including
unanticipated  delays,  expenses  and  difficulties,  as  well  as the  possible
insufficiency of funding to complete development.

         Our product development efforts may not be successfully  completed.  In
addition, our proposed products may not satisfactorily perform the functions for
which they are  designed or meet  applicable  price or  performance  objectives.
Further,  unanticipated  technical  or other  problems may occur which result in
increased costs or material delays in development.  Despite testing by us and by
current and potential end users, problems may be found in new products after the
commencement

                                        8
of commercial  shipments,  resulting in loss of, or delay in, market acceptance.
Any such  failures  or  delays  could  have a  material  adverse  effect  on our
business, financial condition and results of operations.

We depend on the continued services of our executive officers and on our ability
to attract and maintain other qualified employees.

         Our future  success  depends on the  continued  services  of Dore Scott
Perler,  our Chief Executive  Officer and President,  Andrew Goldrich,  our Vice
President,  and Shawn  Tartaglia,  our Chief  Technical  Officer.  While we have
entered into  employment  agreements with each of them, the loss of any of their
services would be detrimental to us and could have a material  adverse effect on
our business, financial condition and results of operations. We do not currently
maintain key-man  insurance on their lives. Our future success is also dependent
on our ability to identify,  hire,  train and retain other qualified  managerial
and  other  employees.   Competition  for  these   individuals  is  intense  and
increasing.  We may not be able to  attract,  assimilate,  or  retain  qualified
technical  and  managerial  personnel  and our  failure  to do so  could  have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

We may have difficulty managing growth.

         Expansion of our  operations  will be required in order to  accommodate
growth in our customer  base and market  opportunities.  Expansion  will place a
significant  strain on our  management,  operational  and  financial  resources.
Currently,  we have a limited  number  of  employees,  and will need to  improve
existing and implement new  transaction  processing,  operational  and financial
systems,  procedures and controls,  and to expand, train and manage our employee
base.  We also  will be  required  to expand  our  finance,  administrative  and
operations  staff.  Furthermore,  we intend  to enter  into  relationships  with
various strategic partners, including product manufacturers and distributors and
other service providers and other third parties,  necessary to our business. Our
failure to manage growth effectively could have a material adverse effect on our
business, financial condition and results of operations.

Failure of our internal systems may damage our operations.

         We use  internally  developed  systems to operate  our  service and for
transaction processing,  including billing and collections  processing.  We must
continually   improve  these  systems  in  order  to  meet  the  level  of  use.
Furthermore,  in the  future,  we may  add  features  and  functionality  to our
products  and  services  using  internally  developed  or third  party  licensed
technologies.

Our inability to:

o  add software and hardware
o  develop and upgrade existing technology, transaction processing systems and
   network infrastructure to meet increased volume through our processing
   systems or

                                        9
o  provide new features or functionality

may cause system  disruptions,  slower response  times,  reductions in levels of
customer  service,  decreased  quality of the user's  experience,  and delays in
reporting accurate financial information. Any such failure could have a material
adverse effect on our business, financial condition and results of operations.

We  may  be  unable  to  protect  our  proprietary  rights,  thereby  permitting
competitors to develop the same or similar products and technologies to ours.

         Our success and ability to compete  will be  dependent,  in large part,
upon our proprietary products and technologies. We intend to rely primarily upon
copyright, trade secret and trademark laws to protect the proprietary components
of our  systems.  While we have  filed U.S.  patent  applications  covering  our
systems,  there is no assurance that any of our patent  applications will result
in the  issuance of letters  patent,  that any patent we are awarded will not be
successfully  challenged,  that  the  award  of a patent  will  provide  us with
meaningful proprietary  protections or that we will have the financial resources
to mount sustained  patent  defense.  We could also incur  substantial  costs in
asserting our intellectual  property or proprietary  rights against others.  The
failure to successfully protect our intellectual property and proprietary rights
could enable  others to duplicate or claim rights to our products and systems or
otherwise develop similar or competitive products and systems which could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

SEC rules impose restrictive sales policies on low priced securities,  including
the Common Stock, the application of which could adversely affect the market for
the Common Stock.

         The SEC has adopted  regulations which generally define a "penny stock"
to be any equity  security that has a market price of less than $5.00 per share,
subject to certain  exceptions.  Depending  on market  fluctuations,  our common
stock could be  considered  to be a "penny  stock".  A penny stock is subject to
rules that impose additional sales practice  requirements on broker/dealers  who
sell these securities to persons other than established customers and accredited
investors.  For transactions covered by these rules, the broker-dealer must make
a special  suitability  determination for the purchase of these securities.  The
broker/dealer  must receive the  purchaser's  written consent to the transaction
prior to the purchase,  and must also provide certain written disclosures to the
purchaser.  Consequently,  the "penny  stock"  rules may restrict the ability of
broker/dealers  to sell the common stock, and may negatively affect the price at
which holders of the common stock of may resell such shares.

We have not paid any dividends on the Common Stock and do not anticipate  paying
dividends in the future.

         We have never paid cash  dividends  on our common  stock.  We intend to
retain future earnings, if any, to finance the expansion of our business, and we
do not  anticipate  that  any  cash  dividends  will be paid in the  foreseeable
future.

                                       10
The Common Stock is thinly traded and an active and visible  trading  market for
the Common Stock may not develop.

         The  Common  Stock  is  currently  traded  on a  limited  basis  on the
Over-the-Counter  Bulletin Board under the symbol  "SEHO".  The quotation of the
Common  Stock on the OTCBB does not assure  that a  meaningful,  consistent  and
liquid trading market currently  exists. We cannot predict whether a more active
market for the common  stock will  develop in the  future.  In the absence of an
active trading market:

o  investors may have difficulty buying and selling or obtaining quotations for
   the common stock;
o  market visibility for the common stock may be limited; and
o  a lack of visibility for the common stock may have a depressive effect on the
   market price for the common stock.

It is not possible to foresee all risks which may affect us. Moreover, we cannot
predict whether we will successfully  effectuate our current business plan. Each
prospective purchaser is encouraged to carefully analyze the risks and merits of
an investment in the Units, including the Risk Factors discussed above.

                              CONSULTING AGREEMENT

General

         On December 16, 2000,  Sense entered into a Consulting  Agreement  with
Shanghai Yazheng Information  Technology Company,  Ltd. The Consultant is wholly
owned  by Mr.  Fugen  Li who is  also  the  sole  officer  and  director  of the
Consultant.  The  services to be rendered by the  Consultant  consist of various
advisory and consulting services relevant to locating a strategic partner in the
People's  Republic of China,  developing an  appropriate  marketing  program for
sales  and  exploitation  of  Sense's  product  in the  PRC,  an  evaluation  of
demographic,   economic  and   political   factors  in  the  PRC  affecting  the
distribution of Sense's products and providing ongoing support services relevant
to the distribution of Sense's  products in the PRC. The Agreement  commenced on
January 1, 2000 and will continue for a term of twelve  months.  The  Consultant
expects to provide  approximately 60% of the working time of Mr. Li for at least
the initial six months of the Agreement,  and will provide  sufficient  services
and  commitments of time of Mr. Li for the balance of the term of the agreement.
In  consideration  for current and prospective  services,  Sense agreed to issue
300,000 shares of its common stock to the Consultant.

Federal Income Tax Effects

         The following  discussion  applies to the issuance of the Shares and is
based on federal income tax laws and regulations in effect on December 31, 2000.
It does not  purport  to be a complete  description  of the  federal  income tax
consequences  of the issuance,  nor does it describe the  consequences of state,
local or foreign tax laws which may be applicable.

                                       11
In  connection  with  the  issuance  of  Shares  as  compensation,  the
recipient  must  include in gross  income the excess of the fair market value of
the  property  received  over the amount,  if any,  paid for the property in the
first  taxable  year in which  beneficial  interest  in the  property  either is
"transferable"  or is not  subject  to a  "substantial  risk of  forfeiture."  A
substantial  risk of forfeiture  exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from  performance) of substantial  services by any person, or the
occurrence  of a  condition  related  to the  purpose of the  transfer,  and the
possibility  of forfeiture is  substantial  if such  condition is not satisfied.
Shares  received by a person who is subject to the short swing  profit  recovery
rule of  Section  16(b) of the  Securities  Exchange  Act of 1934 is  considered
subject to a substantial risk of forfeiture so long as the sale of such property
at a profit could subject the stockholder to suit under that section. The rights
of the recipient are treated as transferable if and when the recipient can sell,
assign,  pledge or otherwise  transfer any interest in the Shares to any person.
Inasmuch  as the  recipient  would  not be  subject  to the short  swing  profit
recovery  rule of Section 16(b) of the  Securities  Exchange Act of 1934 and the
Shares,  upon  receipt  following  satisfaction  of condition  prerequisites  to
receipt, will be presently transferable and not subject to a substantial risk of
forfeiture, the recipient would be obligated to include in gross income the fair
market value of the Shares received once the conditions to receipt of the Shares
are satisfied.

Restrictions Under Securities Laws

         The sale of the Shares  must be made in  compliance  with  federal  and
state securities laws. Our officers,  directors and 10% or greater shareholders,
as well as certain other persons or parties who may be deemed to be "affiliates"
of ours  under  federal  securities  laws,  should  be  aware  that  resales  by
affiliates  can only be made  pursuant to an effective  registration  statement,
Rule 144 or other  applicable  exemption.  Our  officers,  directors and 10% and
greater  stockholders  may also be subject to the "short  swing"  profit rule of
Section 16(b) of the Securities Exchange Act of 1934.

                        SALES BY SELLING SECURITYHOLDERS

The following table sets forth

o  the name of the selling securityholders,

o  the amount of shares of common stock held directly or indirectly,

o  the maximum amount of shares of common stock to be offered by the selling
   securityholders,

o  the amount of common stock to be owned by the selling securityholders
   following sale of the shares of common stock, and

                                       12
o  the  percentage  of shares of common  stock to be owned by the selling
   securityholders  following completion of such offering (based  on   6,810,636
   shares  of  common   stock  of  Sense outstanding at December 31, 2000).

                                                                      Percentage
                                                  Shares to be       to be Owned
Name of Selling      Number of     Shares to      Owned After           After
Securityholders     Shares Owned   be Offered      Offering            Offering
---------------     ------------   ----------    ------------         ----------

Fugen Li              300,000       300,000           -0-                __%

                              PLAN OF DISTRIBUTION

         The Shares covered by this  prospectus may be distributed  from time to
time by the selling  securityholders  in one or more  transactions that may take
place  on  the   over-the-counter   market.   These  include  ordinary  broker's
transactions,  privately-negotiated transactions or through sales to one or more
broker-dealers  for  resale of these  shares  as  principals,  at market  prices
existing  at the time of sale,  at prices  related to  existing  market  prices,
through Rule 144  transactions or at negotiated  prices.  Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the selling
securityholders in connection with sales of securities.

         The selling  securityholders  may sell the securities in one or more of
the following methods, which may include crosses or block transactions:

         o        through the "pink sheets",  on the  over-the-counter  Bulletin
                  Board,  or on such  exchanges or  over-the-counter  markets on
                  which  our  shares  may  be  listed  from  time-  to-time,  in
                  transactions  which may include  special  offerings,  exchange
                  distributions and/or secondary distributions,  pursuant to and
                  in  accordance  with the  rules of such  exchanges,  including
                  sales to  underwriters  who  acquire  the shares for their own
                  account and resell them in one or more transactions or through
                  brokers, acting as principal or agent;

         o        in  transactions  other  than  on  such  exchanges  or in  the
                  over-the-counter    market,   or   a   combination   of   such
                  transactions,  including  sales  through  brokers,  acting  as
                  principal   or   agent,   sales   in   privately    negotiated
                  transactions,   or  dispositions  for  value  by  any  selling
                  securityholder  to its  partners or members,  subject to rules
                  relating to sales by affiliates;

        o         through the issuance of securities by issuers other than us,
                  convertible into, exchangeable for, or payable in our shares;
                  or

                                       13
o        through the  writing of options on our shares,  whether or not
                  such options are listed on an exchange,  or other transactions
                  requiring  delivery  of our  shares,  or the  delivery  of our
                  shares to close out a short position.

         Any such  transactions  may be effected at market prices  prevailing at
the time of sale,  at  prices  related  to such  prevailing  market  prices,  at
negotiated prices or at fixed prices.

         In making sales, brokers or dealers used by the selling securityholders
may  arrange  for  other  brokers  or  dealers  to   participate.   The  selling
securityholders  who are  affiliates  of Sense  and  others  through  whom  such
securities are sold may be  "underwriters"  within the meaning of the Securities
Act for the securities offered,  and any profits realized or commission received
may be considered underwriting compensation.

         At the  time a  particular  offer  of the  securities  is made by or on
behalf of a selling  securityholder,  to the extent required, a prospectus is to
delivered.  The  prospectus  will  include the number of shares of common  stock
being offered and the terms of the offering,  including the name or names of any
underwriters,  dealers or agents, the purchase price paid by any underwriter for
the shares of common stock purchased from the selling  securityholders,  and any
discounts,  commissions or concessions  allowed or reallowed or paid to dealers,
and the proposed selling price to the public.

         We have told the  selling  securityholders  that the  anti-manipulative
rules under the  Securities  Exchange Act of 1934,  including  Regulation M, may
apply to  their  sales  in the  market.  We have  provided  each of the  selling
securityholders  with a copy of these  rules.  We have  also  told  the  selling
securityholders  of the  need for  delivery  of  copies  of this  prospectus  in
connection with any sale of securities that are registered by this prospectus.

         Sales of securities by us and the selling  securityholders  or even the
potential  of these  sales may have a negative  effect on the  market  price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES

Common Stock

         We are authorized to issue 20,000,000  shares of common stock, $.10 par
value per share.  As of December  31, 2000,  there were issued and  outstanding,
6,810,636 shares of common stock and no shares of preferred stock.

         Common stockholders share dividends on a proportionate basis, as may be
declared by the board of directors. Upon our liquidation, dissolution or winding
up, after payment to creditors,  our assets will be divided proportionately on a
per share basis among the holders of our common stock.

         Each share of our common  stock has  one vote.  Holders of  our  common
stock do not have  cumulative  voting  rights.  This means that the holders of a
plurality of the shares voting for the

                                       14
election of directors can elect all of the directors. In that event, the holders
of the  remaining  shares will not be able to elect any  directors.  Our By-Laws
provide  that a majority  of the  outstanding  shares of our common  stock are a
quorum to transact business at a stockholders'  meeting. Our common stock has no
preemptive,  subscription  or conversion  rights.  Also, our common stock is not
redeemable.

Transfer Agent

         The  transfer  agent  and  registrar for our common  stock  is American
Securities  Transfer & Trust,  Inc.  12039 West Alameda  Parkway,  Lakewood,  CO
80288. Telephone number (303) 234- 5300.

                                     EXPERTS

         Our consolidated financial statements appearing in our Annual Report on
Form 10-KSB,  for the fiscal year ended December 31, 1999,  have been audited by
Feldman Sherb Horowitz & Co., P.C. Independent Certified Public Accountants,  as
set forth in their report thereon included  therein and  incorporated  herein by
reference. Such financial statements are, and audited financial statements to be
included  in  subsequently  filed  documents  will be,  incorporated  herein  in
reliance upon the reports of Feldman,  Sherb Horowitz,  P.A., pertaining to such
financial  statements  (to  the  extent  covered  by  consents  filed  with  the
Commission)  given upon the authority of such firm as experts in accounting  and
auditing.

                                 INDEMNIFICATION

         The Florida Business Corporation Act allows us to indemnify each of our
officers and directors who are made a party to a proceeding if

(a)      the officer or director conducted himself or herself in good faith;

(b)      his or her conduct was in our best interests, or if the conduct was not
in an official capacity, that the conduct was not opposed to our best interests;
and

(c)      in the case of a criminal proceeding, he or she had no reasonable cause
to believe that his or her conduct was unlawful.

                                       15
We may not  indemnify  our officers or directors in  connection  with a
proceeding by or in our right, where the officer or director was adjudged liable
to us, or in any other  proceeding,  where our officer or director  are found to
have derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as  amended,  may be  permitted  to our  directors,  officers  and
controlling persons pursuant to the foregoing provisions,  or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification  is against public policy as expressed in the  securities  laws,
and is, therefore unenforceable.

                                       16
PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.           Incorporation of Documents by Reference

         The  documents  listed  below  are  incorporated  by  reference  in the
Registration  Statement.  All  documents  subsequently  filed by the  Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"),  prior to the filing of a post- effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the  Registration  Statement and to be part thereof
from the date of filing of such documents.

        o        Annual Report on Form 10-KSB for the year ended December 31,
                 1999, filed on April 13, 2000;

        o        Quarterly Report on Form 10-QSB for the quarter ended March 31,
                 2000, filed on May 16, 2000;

        o        Quarterly Report on Form 10-QSB for the quarter ended June 30,
                 2000, filed on August 10, 2000;

        o        Amended Quarterly Report, filed on November 13, 2000;

        o        Quarterly Report on Form 10-QSB for the quarter ended September
                 30, 2000, filed on November 14, 2000;

         o Amended Quarterly Report, filed on December 4, 2000.

         All  reports  and  documents  filed by us pursuant to Section 13, 14 or
15(d) of the Exchange  Act,  prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial  owner, to whom a copy of the prospectus has been  delivered,  on
the written  request of any such person,  a copy of any or all of the  documents
referred to above which have been or may be  incorporated  by  reference in this
prospectus, other than exhibits to such documents. Written requests

                                       17
for such copies should be directed to Corporate Secretary, Sense Holdings, Inc.,
7300 West McNab Road, Tamarac, Florida 33321.

ITEM 4.           Description of Securities

         A  description  of the  Registrant's  securities  is set  forth  in the
Prospectus incorporated as a part of this Registration Statement.

ITEM 5.           Interests of Named Experts and Counsel

         Not Applicable.

ITEM 6.           Indemnification of Directors and Officers

         The Florida Business Corporation Act allows us to indemnify each of our
officers and directors who are made a party to a proceeding if

(a)      the officer or director conducted himself or herself in good faith;

(b)      his or her conduct was in our best interests, or if the conduct was not
         in an official capacity,  that the conduct was not opposed to our best
         interests; and

(c)      in the case of a criminal proceeding, he or she had no reasonable cause
         to believe that his or her conduct was unlawful.

We may not indemnify  our officers or directors in connection  with a proceeding
by or in our right,  where the officer or director was adjudged liable to us, or
in any other proceeding, where our officer or director are found to have derived
an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as  amended,  may be  permitted  to our  directors,  officers  and
controlling persons pursuant to the foregoing provisions,  or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification  is against public policy as expressed in the  securities  laws,
and is, therefore unenforceable.

ITEM 7.           Exemption From Registration Claimed

         Inasmuch  as  the  recipient  of  the  Shares  was   knowledgeable  and
sophisticated,  had access to relevant  information  pertaining to Sense and had
the ability to fend for himself, the issuance was exempt from registration under
the Securities Act of 1933 by reason of Section 4(2) of that act.

ITEM 8.           Exhibits

         10.1     Consulting Agreement

                                       18
23.1     Consent of Independent Certified Public Accountants.

--------------------
* Filed herewith.

ITEM 9.           Undertakings

         The undersigned registrant hereby undertakes:

         1.       To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

                  a.       To include any prospectus required by section 10(a)
                           (3) of the Securities Act of 1933;

                  b. To reflect in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or n  the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

                  c.       To include any material information with  respect  to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such information in the registration statement;

         Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
the  registration  statement  is on  Form  S-3 or Form  S-8 and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to section 13 or
section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement.

         2.  That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3.  To remove from  registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

                                       19
The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
against  such  liabilities  (other  than the  payment by the  registrant  in the
successful  defense  of an  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the  registrant  will,  unless in the opinion of its  counsel,  the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       20
SIGNATURES

         The Registrant  pursuant to the  requirements  of the Securities Act of
1933, as amended,  the registrant  certifies  that it has reasonable  grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  in the  City of  Tamarac,  State  of  Florida,  on the 23   day of
January, 2001.

                                                SENSE HOLDINGS, INC.

                                                By:/s/Dore Scott Perler

                                                Dore Scott Perler, Chairman and
                                                Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

  Signature              Title                                       Date

/s/Dore Scott Perler     Chairman of the Board,
--------------------     President, Chief Executive Officer,
Dore Scott Perler        and Director                           January 23, 2001

/s/Andrew Goldrich       Vice President, Principal
------------------       Executive Financial Officer and
Andrew Goldrich          Accounting Officer and Director        January 23, 2001

/s/Shawn Tartaglia
------------------       Chief Technical Officer
Shawn Tartaglia          and Director                           January 23, 2001

/s/Julie Slater
---------------
Julie Slater             Director                               January 23, 2001