SecProbe.io

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February 8, 2005

via U.S. mail and facsimile

Dore Scott Perler
President
Sense Holdings, Inc.
4503 NW 103rd Avenue, Suite 200
Sunrise, FL 33351

	RE:	Registration Statement on Form SB-2
		File No.: 333-122077
		Filed: January 14, 2005

Dear Mr. Perler:

	This is to advise you that we reviewed only those portions of
the above filings that relate to the signature page requirements,
legality opinion, and the origin of the shares registered for
resale.
We have the following comments in that regard.  No further review
of
the filing has been or will be made.  All persons who are by
statute
responsible for the adequacy and accuracy of the registration
statement are urged to be certain that all information required
pursuant to the Securities Act of 1933 has been included.  You are
also reminded to consider applicable requirements regarding
distribution of the preliminary prospectus.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Comment applicable to disclosure throughout your registration
statement

1. Please clarify, throughout the prospectus, the origin and
number
of shares being registered for resale.  If any of the common
shares
being registered are to be issued pursuant to outstanding
warrants,
please state so on the cover page.  In this regard, we note
several
apparent inconsistencies discussed below, which may affect
disclosure
on the cover page, the fee table, the risk factor entitled "The
sale
of shares eligible for future sale . . .", and the sections
entitled
Shares Issued for Consulting Services November 2003, Private
Transaction December 23, 2004, Selling Security Holders and Shares
Eligible for Future Sale.

* The cover page states that 1,250,000 shares of common stock are
being offered by selling security holders.  It does not disclose
that
any of these shares are to be issued upon the exercise of
outstanding
warrants.
* The prospectus summary states that both prior to and after the
offering you have outstanding 32,572,858 shares.  However, the
shares
after the offering includes "9,527,590 shares covered by this
prospectus that are issuable upon exercise of outstanding
warrants."
Please distinguish the number of shares currently outstanding
without
regard to warrants being exercised from the number of shares
outstanding after the offering, including shares issuable upon the
exercise of warrants if shares issuable upon the exercise of
warrants
are being registered for resale in this offering.
* Disclosure in the sections entitled "Shares issued for
Consulting
Services November 2003" and "Private Transaction December 23,
2004"
indicates that the 1,250,000 shares being registered were issued
per
a consulting agreement and private sales by two of your officers
in
November and December 2004.  These shares do not appear to
underlie
warrants, however, the Selling Security Holders section states
that
some of the shares in the table are to be issued upon the exercise
of
warrants.
* The Description of Securities section states that you issued
shares
of common stock and warrants in in March 2001, October 2002, and
August 2003 and, in each case, "[t]he shares, including those
issuable upon exercise of the warrants, are being registered
herein
for resale on behalf of the holders."

Shares Eligible for Future Sale, page 46

2. We note your statement that 14,153,078 shares of common stock
are
covered by the registration statement that was declared effective
on
November 8, 2004.  Please revise to clarify that the 9,672,590
shares
issuable upon the exercise of warrants have also been registered
for
resale on that registration statement.

Legality Opinion

3. The first paragraph of the opinion refers to the registered
resale
of "1,250,000 shares of outstanding Common Stock," but the
penultimate paragraph refers both to outstanding shares and to
"Registrable Shares to be issued."  Please reconcile.

Signatures

4. The reference to "Post Effective Amendment No. 1 on Form SB-2
Amendment No. 4" in the preambles to the signatures appear to
apply
to a different registration statement.  Please sign this
registration
statement in the manner called for by Form SB-2 and refer to the
Instructions for the signatures.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Craig Slivka at (202) 942-7470 if you have
questions regarding our comments.

Sincerely,

      Pamela Long
      Assistant Director

cc:	James M. Schneider, Esq.
	(561) 362-9612
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Dore Scott Perler
Sense Holdings, Inc.
February 8, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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