UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 
⌧
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2019
 
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________
 

SECTOR 10, Inc.
 (Exact name of small business issuer as specified in its charter)
 
Delaware
000-24370
33-0565710
(State or other jurisdiction of incorporation)
(Commission File No.)
(IRS Employer Identification No.)

222 South Main Street, 5th Floor
Salt Lake City, UT 84101 

 (Address of principal executive offices, including zip code)

Issuer’s telephone number, including area code (206) 853-4866

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧  No □.
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes □ No ⌧

As of November 11, 2019 the issuer had 305,778 shares of common stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes □ No ⌧

TABLE OF CONTENTS

Sector 10, Inc.

 Part I. Financial Information
 
 
 
Item 1.
Unaudited Consolidated Financial Statements
 
 
 
 
 
Unaudited Condensed Consolidated Balance Sheets  as of September 30, 2019  and  March 31, 2019
3
 
 
 
 
Unaudited Condensed Consolidated Statements of Operations for the three months and  six months ended September  30, 2019 and 2018 and for the period from inception, September 16, 2002 to September 30, 2019
4
 
 
 
 
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2019 and 2018 and for the period from inception, September 16, 2002, to September 30, 2019.
5
 
 
 
 
Notes to the Unaudited Consolidated Financial Statements
 6
     
Item 2.
Management’s Discussion and Analysis or Plan of Operation
9
 
 
 
Item 3
 Quantitative and Qualitative Disclosures about Market Risk
12
     
Item 4.
Controls and Procedures
13
 
 
 
Part II. Other Information
 
Item 1.
Legal Proceedings
13
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
14
 
 
 
Item 3.
Defaults Upon Senior Securities
14
 
 
 
Item 4.
Submission of Matters to a Vote of Security Holders
14
 
 
 
Item 5.
Other Information
14
 
 
 
Item 6.
Exhibits
14
     
 
Signatures
15
 
2

Item 1. FINANCIAL STATEMENTS

The financial statements, related notes and the other information included in this report have not been reviewed by the Company’s outside accountant prior to the filing of this report.

Sector 10, Inc.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

   
September 30,
2019
   
March 31,
2019
 
ASSETS
 
(Unaudited)
   
(Unaudited)
 
Current assets:
           
Cash
 
$
-
   
$
-
 
Inventory, net
   
-
     
-
 
Total current assets
   
-
     
-
 
 
               
Fixed assets –cost
   
22,250
     
22,250
 
Less: accumulated depreciation
   
(22,250
)
   
(22,250
)
Net fixed assets
   
-
     
-
 
Total assets
 
$
-
   
$
-
 
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
               
Current liabilities:
               
Accounts payable and accrued liabilities
 
$
10,893,172
   
$
10,234,025
 
Note payable - short term
   
803,615
     
803,615
 
Total current liabilities
   
11,696,787
     
11,037,640
 
Long term liabilities:
               
Note payable
   
-
     
-
 
Total long term liabilities
   
-
     
-
 
Total liabilities
   
11,696,787
     
11,037,640
 
Shareholders' equity (deficit)
               
Preferred shares - $0.001 par value; 1,000,000 authorized, no shares issued or outstanding
   
-
     
-
 
Common shares - $0.001 par value; 199,000,000 authorized; 305,778 and 305,778  shares issued and outstanding, respectively
   
306
     
306
 
Additional paid-in-capital
   
6,148,229
     
6,148,229
 
Deficit accumulated during development stage
   
(17,845,322
)
   
(17,186,175
)
Total shareholders' equity (deficit)
   
(11,696,787
)
   
(11,037,640
)
Total liabilities and shareholders' equity (deficit)
 
$
-
     
-
 

The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
Sector 10, Inc.
 (A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months and Six Months Ended September 30, 2019 and 2018 and
for the Period From Inception, September 16, 2002 to September 30, 2019

   
Three Months Ended
   
Six Months Ended
   
Inception to
 
   
September 30,
2019
   
September 30,
2018
   
September 30,
2019
   
September 30,
2018
   
September 30,
2019
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
       
Sales
 
$
-
   
$
-
   
$
-
   
$
-
   
$
18,500
 
Cost of Sales
   
-
     
-
     
-
     
-
     
(18,032
)
Gross Profit
   
-
     
-
     
-
     
-
     
468
 
                                         
Expenses:
                                       
General and administrative
   
194,876
     
209,417
     
402,794
     
415,403
     
13,980,942
 
Depreciation
                                   
24,106
 
Research and development
                                   
226,108
 
Total expenses
   
194,876
     
209,417
     
402,794
     
415,403
     
14,231,156
 
Income (loss) from operations
   
(194,876
)
   
(209,417
)
   
(402,794
)
   
(415,403
)
   
(14,230,688
)
Interest expense
   
(129,702
)
   
(116,502
)
   
(256,353
)
   
(229,954
)
   
(2,983,839
)
Other income (expense)
   
0
     
0
     
0
     
0
     
(630,795
)
Net income (loss) before income taxes
   
(324,578
)
   
(325,919
)
   
(659,147
)
   
(645,357
)
   
(17,845,322
)
Provision for income taxes
   
0
     
0
     
0
     
0
     
0
 
Net income (loss) after income taxes
 
$
(324,578
)
 
$
(325,919
)
 
$
(659,147
)
 
$
(645,357
)
 
$
(17,845,322
)
                                         
Weighted Average Shares Outstanding - basic and diluted*
   
305,778
     
305,778
     
305,778
     
305,778
         
Basic and diluted income (loss) per share
                                       
Continuing Operations
 
$
(1.06
)
 
$
(1.07
)
 
$
(2.16
)
 
$
(2.11
)
       
                                         
Net Income (Loss)
 
$
(1.06
)
 
$
(1.07
)
 
$
(2.16
)
 
$
(2.11
)
       

The accompanying notes are an integral part of these unaudited consolidated financial statements
4
Sector 10, Inc.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended September 30, 2019 and 2018 and
for the Period From Inception, September 16, 2002 to September 30, 2019

   
Six Months Ended
   
Inception to
 
   
September 30,
2019
   
September 30,
2018
   
September 30,
2019
 
Cash Flows from Operating Activities:
                 
Net Loss
 
$
(659,147
)
 
$
(645,357
)
 
$
(17,845,322
)
Adjustments to reconcile  net loss to net cash used in operating activities:
                       
Stock for services
   
-
     
-
     
5,114,493
 
Depreciation
   
-
     
-
     
24,106
 
Net discount on convertible debt
   
-
     
-
     
206,324
 
Loss due to Impairment / Gain on restructuring
   
-
     
-
     
630,795
 
Changes in:
                       
Inventory and other current assets
   
-
     
-
     
(4,869
)
Accounts payable and accrued liabilities
   
659,147
     
645,357
     
11,406,875
 
Net cash used in operating activities
   
-
     
-
     
(467,598
)
                         
Cash Flows from Investing Activities:
                       
Fixed asset  / Other asset purchases
   
-
     
-
     
(189,541
)
Net cash used in investing activities
   
-
     
-
     
(189,541
)
                         
Cash Flows from Financing Activities:
                       
Net Proceeds from general financing
   
-
     
-
     
737,500
 
Net Proceeds (payments) from shareholder / officers
   
-
     
-
     
(113,947
)
Proceeds from issuance of common stock
   
-
     
-
     
33,586
 
Net cash provided by financing activities
   
-
     
-
     
657,139
 
                         
Net increase (decrease) in cash
   
-
     
-
     
-
 
Beginning of period - continuing operations
   
-
     
-
     
-
 
End of period - continuing operations
 
$
-
   
$
-
   
$
-
 
                         
Cash paid for interest
 
$
-
   
$
-
   
$
24,295
 
Cash paid for income taxes
 
$
-
   
$
-
   
$
-
 

The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
SECTOR 10, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements of Sector 10, Inc. (“Sector 10” or the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and required by Rule 10-01 of Regulation S-X. They do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation, have been included in the accompanying unaudited consolidated financial statements. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year.

Impact of Recent Accounting Pronouncements

The Company does not expect the adoption of any recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

Note 2 – INVENTORY

There were no sales in the three months ended September 30, 2019.  The inventory reflected on the books was $0 for the six months ended September 30, 2019.  

Note 3 – NOTES PAYABLE

Johnson Financing

Total interest accrued as of September 30, 2019 was $59,277 of which $5,197 was accrued during the six month period ended September 30, 2019.

Dutro Financing:

The contingent reserve - interest includes all interest accrued on the Dutro Company note and all interest accrued after July 1, 2010 for the Vicki Davis and William Dutro note.  Interest accrued during the six month period ended September 30, 2019 was $ 18,112 comprised of Dutro Company - $9,375, Vick Davis - $6,300 and William Dutro - $2,437. Total contingent reserve - interest for the period ended September 30, 2019 is $351,966 comprised of Dutro Company - $190,323, Vick Davis - $116,550 and William Dutro - $45,094.

Employee Agreement:

The financial statements reflect an accrual of interest on unpaid wages and other compensation in the amount of 2,120,280 of which $223,684 is accrued during the six month period ended September 30, 2019

Other Notes

Individuals – short term

Total interest accrued as of September 30, 2019 was $87,010 of which $6,760 was accrued during the six month period ended September 30, 2019.

Asher Enterprises, Inc.

Total interest accrued as of September 30, 2019 was $49,902 of which $2,600 was accrued during the six month period ended September 30, 2019.  The current period interest is included as part of other notes interest.
6
Summary of Interest and Notes Payable

 
Interest expense
 
September 30,
2019
   
March 31,
2019
 
             
Interest – Johnson
   
5,197
     
10,394
 
Interest – Dutro Group
   
18,112
     
36,225
 
Interest  - Employee Group
   
223,684
     
355,218
 
Interest – Other Notes
   
9,360
     
18,720
 
    Total interest expense
 
$
256,353
   
$
420,557
 


Note Payable Balance
 
September 30,
2019
   
March 31,
2019
 
             
Edward Johnson – Johnson Financing
 
$
86,615
   
$
86,615
 
Various Individuals – Other Notes
   
169,000
     
169,000
 
Asher Enterprises, Inc. – Other Notes
   
65,000
     
65,000
 
Vicki Davis -  Dutro Group
   
168,000
     
168,000
 
William Dutro – Dutro Group
   
65,000
     
65,000
 
Dutro Company – Dutro Group
   
250,000
     
250,000
 
   Total Note Payable – short term
 
$
803,615
   
$
803,615
 
   Total Note Payable – long term
   
-
   
$
-
 
                 
Total Notes Payable
 
$
803,615
   
$
803,615
 

Debt Maturity Schedule

As of September 30, 2019, the annual maturities for notes payable are scheduled as follows:

Fiscal Year
 
Amount
 
March 31, 2020
 
$
803,615
 
March 31, 2021
 
$
-
 
         
Total
 
$
803,615
 

All interest is due under the terms of the various agreements.  However future interest payments will not be made until all pending litigation is resolved and a satisfactory revised payment arrangement is completed by all parties.

Note 4 – EQUITY

During the Quarter ended: June 30, 2019:

No equity transactions occurred in the period ended June 30, 2019.

During the Quarter ended: September 30, 2019:

No equity transactions occurred in the period ended September 30, 2019.
7
Note 5 – GOING CONCERN

The Company generated minimal revenues prior to the current fiscal year.  No revenues were generated for the six month period ended September 30, 2019. This level of revenues is not sufficient for the Company to meet its future obligations. This factor raises substantial doubt about the Company’s ability to continue as a going concern.

The Company is in the midst of the Dutro litigation and other litigation.  The litigation has hindered the operation of the Company and have set back the ability to raise capital and develop ongoing business in order to continue forward as a going concern. It is expected that litigation will continue to hinder the ability to continue as a going concern through the end of the fiscal year ended March 31, 2020 and beyond.

Note 6 - INCOME TAX

Income taxes are accounted for using the asset and liability method. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company’s financial statements for the six month period ended September 30, 2019 and 2018 do not include any provision for income taxes.   No income tax accrual has been recorded based on the expectation that the Company will be in a net loss position for the overall applicable fiscal year. Accordingly, deferred tax assets have been entirely offset by valuation allowances. The difference between the amounts of income tax benefit that would result from applying domestic federal statutory income tax rates to the net loss and the net deferred tax assets is related to certain nondeductible expenses, state income taxes, and the change in the valuation allowance.

The Financial Accounting Standards Board ("FASB") has issued ASC 740 for Accounting for Income Taxes that clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of ASC 740, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740.

The Company had no unrecognized tax benefit which would affect the effective tax rate if recognized.

The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes.  As of September 30, 2019 the Company had no accrued interest or penalties related to uncertain tax positions.

The Company files income tax returns in the U.S. federal jurisdiction and in the states of Delaware, Utah and any other jurisdiction where required. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2015.
8

Note 7 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events per the requirements of ASC Topic 855 and has determined that the following events should be disclosed.


1)
Litigation involving Dutro Company, Reality Engineering, William Dutro, Vicki Davis, Lee Allen, Valley Inception, LLC, Incisive Software Corporation and Promixex Corporation continues and is expected to continue for the foreseeable future. On September 3, 2019, the 3rd District Court in Salt Lake allowed Sector 10’s Counsel (Pia Anderson Moss Hoyt) to withdraw from the case and provided the Company until September 17, 2019 to retain new Counsel by 9/17/2019.  On September 17, 2019, the Company formally engaged Dodd & Kuendig of Park City UT as new Counsel in the case.   In October 2019, the Court, set a trial in this matter.   A jury trial is scheduled for 5 days from May 11, 2020 through May 15, 2020.  The Court also ordered to mediate by February 7, 2020.  The Company’s new Counsel is reviewing various pre-trial legal options and preparing for trial.


2)
The impact of the issues surrounding the litigation impact the Company’s ability to obtain funding needed to operate the Company according to their strategic plans.


3)
Federal and State authorities have and will continue to be updated on the litigation issues and proceedings

Item 2. Management’s Discussion And Analysis Or Plan Of Operation

This report contains forward-looking statements within the meaning of Section 29a of the Securities Act of 1933, as amended, and Section 21e of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from historical or anticipated results. You should not place undue reliance on such forward-looking statements, and, when considering such forward-looking statements, you should keep in mind the risk factors noted in this report, including the section of this report entitled “Risks Related to Our Business and Operations.” You should also keep in mind that all forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. The following discussion and analysis should be read in conjunction with the Company’s financial statements and notes thereto, which are included elsewhere in this report.

Overview

The Company markets the MRU and SRU products and the PLX-3D technology. In 2009, the Company was planning to release the technology and its MRU and SRU products in San Francisco and other cities in the US with the help of the Gage Group and other parties.

In 2009, the outside Manufacturer breached the manufacturing contract.  In 2009 and in subsequent years, it was also discovered that the manufacturer and its affiliates had been conducting a technology transfer to other parties.  Litigation is pending regarding these matters in Utah state court.

Going Concern Qualification

Our notes to the financial statements disclose that the Company has generated no revenue or cash flow, has incurred net losses for the fiscal year and has a working capital deficiency. Due to the pending litigation, the Company operations are not likely to produce positive cash flow until at least the end of the fiscal year ended March 31, 2020. These factors raise substantial doubt about our ability to continue as a going concern. Our going concern uncertainty may affect our ability to raise additional capital, and may also affect our relationships with suppliers and customers. Investors should carefully examine our financial statements and read the notes to the financial statements.

Results of Operations

Six Months Ended September 30, 2019 as Compared to the Six Months Ended September 30, 2018

Revenues -

The Company had no revenues for the six months ended September 30, 2019.

The Company had no revenues for the six months ended September 30, 2018.

9
Other Income-

The Company had no other income for the six months ended September 30, 2019.

The Company had no other income for the six months ended September 30, 2018.

Operating Expenses -

The Company had no operating expenses for the six months ended September 30, 2019.

The Company had no operating expenses for the six months ended September 30, 2018.

General and Administrative Expenses -

General and administrative expenses were $402,794 for the six months ended September 30, 2019 which was made up primarily of Wages - $330,000,  Accrued payroll tax - $33,000, Professional fees – Legal & Accounting fees $26,285,  Insurance - $11,162,  State fees – $2,147 and other expense - $200.

General and administrative expenses were $415,403 for the six months ended September 30, 2018 which was made up primarily of Wages - $330,000, Professional fees – Legal & Accounting fees $40,000, Accrued payroll tax - $33,000, Insurance - $7,453, Filing fees – $2,940, State fees – $1,810 and other expense - $200.

Depreciation Expense –

Depreciation expense for the six months ended September 30, 2019 was $0.

Depreciation expense for the six months ended September 30, 2018 was $0.

Interest Expense –

Interest expense for the six month period ended September 30, 2019 was $256,353.

Interest expense for the six month period ended September 30, 2018 was $229,954.

Three Months Ended September 30, 2019 as Compared to the Three Months Ended September 30, 2018

Revenues -

The Company had no revenues for the three months ended September 30, 2019.

The Company had no revenues for the three months ended September 30, 2018.

Other Income-

The Company had no other income for the three months ended September 30, 2019.

The company had no other income for the three months ended September 30, 2018.

Operating Expenses -

The Company had no operating expenses for the three months ended September 30, 2019.

The Company had no operating expenses for the three months ended September 30, 2018.
10
General and Administrative Expenses -

General and administrative expenses were $194,876 for the three months ended September 30, 2019 which was made up primarily of Wages - $165,000, Accrued Payroll Taxes - $16,500, Professional fees – Legal & Accounting fees $6,285,  Insurance - $5,581, State fees – 1,410 and other expenses - $100.

General and administrative expenses were $209,417 for the three months ended September 30, 2018 which was made up primarily of Wages - $165,000, Professional fees – Legal & Accounting fees $20,000, Accrued Payroll Taxes - $16,500, Insurance - $4,937, Filing Fees - $1,470, State fees – 1,410 and other expenses - $100.

Depreciation Expense –

Depreciation expense for the three months ended September 30, 2019 was $0.

Depreciation expense for the three months ended September 30, 2018 was $0.

Interest Expense –

Interest expense for the three month period ended September 30, 2019 was $129,702.

Interest expense for the three month period ended September 30, 2018 was $116,502.

Liquidity and Capital Resources
`
As of September 30, 2019, Sector 10 had cash of $0.  This amount is not sufficient to meet the Company’s working capital requirements for the balance of the fiscal year ending March 31, 2020 or for any future period.

Total Assets -

The Company had no assets as of September 30, 2019.

Working capital -

As of this filing date, the Company is in the midst of litigation and in the process of restructuring its operations in order to raise capital and continue in its efforts to manufacture and distribute its products.  The restructuring will not be complete until the litigation has been completed.  Potential funding for operations is not expected until sometime in the fiscal year ended March 31, 2020 or beyond.

Our auditors are of the opinion that our continuation as a going concern is in doubt. Our continuation as a going concern is dependent upon continued financial support from our shareholders and other related parties.  THE FINANCIAL STATEMENTS, RELATED NOTES AND THE OTHER INFORMATION INCLUDED IN THIS REPORT HAVE NOT BEEN REVIEWED BY THE COMPANY’S OUTSIDE ACCOUNTANT PRIOR TO THE FILING OF THIS REPORT.

Total Liabilities -

Current liabilities as of September 30, 2019 were $11,696,787. The balance was composed of accounts payable and accrued liabilities of $10,893,172 and note payable to outside investors of $803,615.

Long term liabilities as of September 30, 2019 were $0.

Total liabilities as of September 30, 2019 were $11,696,787.
11
Cash flows -

   
Six Months Ended
   
Six Months Ended
 
 
 
September 30,
   
September 30,
 
Sources and Uses of Cash
 
2019
   
2018
 
Net cash provided by / (used in)
           
Operating activities
 
$
-
   
$
-
 
Investing activities
   
-
     
-
 
Financing activities
   
-
     
-
 
 
               
Increase/(decrease) in cash and cash equivalents
 
$
-
   
$
-
 
 
               
Period ended September 30, 2019 and 2018
               
Cash and cash equivalents
 
$
-
   
$
-
 

Operating Activities -

Cash used in operations for the six months ended September 30, 2019 was $0. Operating activities were affected by net loss – ($659,147) and change in accounts payable and accrued liabilities - $659,147.

Cash used in operations for the six months ended September 30, 2018 was $0. Operating activities were affected by net loss – ($645,357) and change in accounts payable and accrued liabilities - $645,357.

Investing Activities –

Cash used from investing activities for the six months ended for September 30, 2019 was $0.

Cash used from investing activities for the six months ended for September 30, 2018 was $0.

Financing Activities –

Cash provided from financing activities for the six months ended September 30, 2019 was $0.

Cash provided from financing activities for the six months ended September 30, 2018 was $0.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Investing in the Common Stock involves a high degree of risk. You should carefully consider the risks described below, and all of the other information set forth in this report before deciding to invest in shares of the Company’s common stock. In addition to historical information, the information in this report contains forward-looking statements about the Company’s future business and performance. The Company’s actual operating results and financial performance may be different from what the Company’s management expects as of the date of this report. The risks described in this report represent the risks that the Company’s management has identified and determined to be material to the Company. Additional risks and uncertainties not currently known to the Company’s management, or that the Company’s management currently deems to be immaterial, may also materially harm the Company’s business operations and financial condition.

Going Concern Qualification

Our notes to the financial statements disclose that the Company has generated no revenue or cash flow, has incurred net losses for the fiscal year and has a working capital deficiency. Due to the pending litigation, the Company operations are not likely to produce positive cash flow until at least the end of the fiscal year ended March 31, 2020. These factors raise substantial doubt about our ability to continue as a going concern. Our going concern uncertainty may affect our ability to raise additional capital, and may also affect our relationships with suppliers and customers. Investors should carefully examine our financial statements and read the notes to the financial statements.
12
Other risk factors to be considered include the following:

•
The Company has not generated revenues and has not executed any significant contracts for the sale of the Company’s products.
   
•
The Company uses outside sources to fulfill contract obligations and has limited control over the provider’s ability to meet the Company obligations.
   
•
The directors, executive officers and principal shareholders of the Company have effective control of the Company, preventing non-affiliate shareholders from significantly influencing the Company’s direction and future.
   
•
The Company relies on outsourced manufacturers for the production of all Sector 10 products.  Litigation is pending regarding the breach of contract by the former outsourced manufacturer and other issues resulting in indefinite delays in production capability and capacity.
   
•
The market for the Company’s stock is thin and subject to manipulation.
   
•
The market price for the Common Stock is volatile and may change dramatically at any time.
   
•
Our business may be affected by increased compensation and benefits costs.
   
•
The Company has not paid dividends and does not anticipate paying dividends in the future.
   
•
The Common Stock is a “low-priced stock” or “penny stock” and subject to regulation that limits or restricts the potential market for the stock.
   
•
Compliance with existing and new regulations of corporate governance and public disclosure may result in additional expenses.

Item 4.  Controls and Procedures

(a)
Based on the evaluation of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) required by paragraph (b) of Rules 13a-15 or 15d-15, the Company’s principal executive officer and principal financial officer concluded that as of September 30, 2019, the Company’s disclosure controls and procedures were effective.
   
(b)
There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is aware of the following situation regarding litigation, pending or threatened, to which it is a party.

Dutro Group, Dutro Company & Reality Engineering

The Company has filed a claim against the Dutro Group and other defendants to seek relief for the damages incurred by Group’s actions.  The Dutro Group consists of Dutro Company, Reality Engineering, William Dutro, Vicki Davis, Lee Allen, Valley Inception, LLC, Incisive Software Corporation and Promixex Corporation.

The Company seeks relief and recovery from the breach of contract and the breakup and transfer by the parties of the technology which ended up with The ADT Corp (“ADT”) / Tyco Corp (“TYC”) under the label of “Surveillint”.

The litigation has been ongoing for multiple years and is expected to continue at least into the fiscal year ended March 31, 2020 and possibly beyond.
13
On September 3, 2019, the 3rd District Court in Salt Lake allowed Sector 10’s Counsel (Pia Anderson Moss Hoyt) to withdraw from the case and provided the Company until September 17, 2019 to retain new Counsel by 9/17/2019.  On September 17, 2019, the Company formally engaged Dodd & Kuendig of Park City UT as new Counsel in the case.

In October 2019, the Court, set a trial in this matter.   A jury trial is scheduled for 5 days from May 11, 2020 through May 15, 2020.  The Court also ordered to mediate by February 7, 2020.

The Company’s new Counsel is reviewing various pre-trial legal options and preparing for trial.

Federal and State authorities have and will continue to be updated on the litigation issues and proceedings.

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

None

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Submission of Matters to a Vote of Security Holders

None

Item 5.  Other Information

None

Item 6. Exhibits

Exhibit
   
     
31.1
 
     
31.2
 
     
32.1
 
     
32.2
 
     
101 INS
 
XBRL Instance Document*
     
101 SCH
 
XBRL Schema Document*
     
101 CAL
 
XBRL Calculation Linkbase Document*
     
101 DEF
 
XBRL Definition Linkbase Document*
     
101 LAB
 
XBRL Labels Linkbase Document*
     
101 PRE
 
XBRL Presentation Linkbase Document*

*  The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document
14

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
Sector 10, Inc.
 
 
November 13,  2019
By: /s/ Pericles DeAvila
Date
Pericles DeAvila, President
 
 
November 13, 2019
By: /s/ Laurence A. Madison
Date
Laurence A. Madison
Chief Financial Officer
  


15




EXHIBIT  31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Pericles DeAvila, certify that:

1.
I have reviewed this quarterly report on 10-Q of Sector 10, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):


a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)
  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 

November 13, 2019

 
 
By:  /s/ Pericles DeAvila
 
Pericles DeAvila
Principal Executive Officer



 
EXHIBIT  31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
I, Laurence A. Madison, certify that:

1.
I have reviewed this quarterly report on 10-Q of Sector 10, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):


a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)
  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 


November 13, 2019
 
 

By:  /s/ Laurence A. Madison
 
Laurence A. Madison
Chief Financial Officer




EXIBIT 32.1

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

In connection with the Quarterly Report of Sector 10, Inc.; on Form 10-Q for the quarterly period ended September 30, 2019, as filed with the Securities and Exchange Commission (the “Report”), Pericles DeAvila, Principal Executive Officer of the Company, does hereby certify, pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that to his knowledge:


(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 
By:  /s/ Pericles DeAvila
 
Name: Pericles DeAvila
Principal Executive Officer

November 13, 2019
 








EXIBIT 32.2

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

In connection with the Quarterly Report of Sector 10, Inc.; on Form 10-Q for the quarterly period ended September 30, 2019, as filed with the Securities and Exchange Commission (the “Report”), Laurence A. Madison, Chief Financial Officer of the Company, does hereby certify, pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that to his knowledge:


(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 
By:  /s/ Laurence A. Madison
 
Name: Laurence A. Madison
Chief Financial Officer

November 13, 2019