SECTOR 10, Inc. - Quarter Report: 2023 June (Form 10-Q)

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 June 30, 2023

☐	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.)

10900 NE 4th Street, Suite 2300

Bellevue, WA 98004

(Address of principal executive offices, including zip code)

Issuer’s telephone number, including area code (425) 331-9620

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No x

Indicate by check mark whether the registrant (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 x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	☒
		Emerging Growth Company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

As of June 30, 2023, the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed based on the average bid and asked price of the common stock, was $660.

As of August 9, 2023 the issuer had 305,778 shares of common stock outstanding. An additional 6,480,000 common shares have been accrued as of March 31, 2023 and are unissued as of August 9, 2023. There was a total of 6,785,778 common shares issued and accrued but not yet issued as of August 9, 2023.

TABLE OF CONTENTS

Sector 10, Inc.

	Part I. Financial Information

Item 1.	Unaudited Consolidated Financial Statements

	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2023 and March 31, 2023	3

	Unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2023 and 2022 and for the period from inception, September 16, 2002 to June 30, 2023.	4

	Unaudited Consolidated Statements of Cash Flows for the three months ended June 30, 2023 and 2022 and for the period from inception, September 16, 2002 to June 30, 2023.	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	12

	Part II. Other Information

Item 1.	Legal Proceedings	13

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13

Item 3.	Defaults Upon Senior Securities	13

Item 4.	Submission of Matters to a Vote of Security Holders	13

Item 5.	Other Information	13

Item 6.	Exhibits	13

Signatures		14

Item 1. FINANCIAL STATEMENTS

NOTE: 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

	June 30, 2023	March 31, 2023
	(Unaudited)	(Unaudited)
ASSETS
Current assets:
Cash	`$1,000`	`$1,000`
Inventory, net	`-`	`-`
Total current assets	`1,000`	`1,000`
		`-`
Fixed assets –cost	`-`	`-`
Less: accumulated depreciation	`-`	`-`
Net fixed assets	`-`	`-`
Total assets	`$1,000`	`$1,000`

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	`$9,686,353`	`$9,681,428`
Note payable - short term	`164,000`	`164,000`
Total current liabilities	`9,850,353`	`9,845,428`
Long term liabilities:
Note payable	`-`	`0`
Total long term liabilities	`-`	`0`
Total liabilities	`9,850,353`	`9,845,428`
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	`(15,997,888)`	`(15,992,963)`
Total shareholders' equity (deficit)	`(9,849,353)`	`(9,844,428)`
Total liabilities and shareholders' equity (deficit)	`$1,000`	`1,000`

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Sector 10, Inc.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2023 and 2022 and for the Period From Inception,

September 16, 2002 to June 30, 2023

	Three Months Ended		Inception to
	June 30, 2023	June 30, 2022	June 30, 2023
	(Unaudited)	(Unaudited)
Sales	`$-`	`$-`	`$18,500`
Cost of Sales	`-`	`-`	`(18,032)`
Gross Profit	`-`	`-`	`468`

Expenses:
General and administrative	`512`	`1,645`	`14,534,917`
Depreciation			`24,106`
Research and development			`226,108`
Total expenses	`512`	`1,645`	`14,785,131`
Income (loss) from operations	`(512)`	`(1,645)`	`(14,784,663)`
Interest expense	`(3,280)`	`(3,280)`	`(3,334,388)`
Other income (expense): Gain on extinguishment of debt		`-`	`2,121,163`
Net income (loss) before income taxes	`(3,792)`	`(4,925)`	`(15,997,888)`
Provision for income taxes	`0`	`-`	`0`
Net income (loss) after income taxes	`$(3,792)`	`$(4,925)`	`(15,997,888)`

Weighted Average Shares Outstanding
*Basic with issued shares*	`305,778`	`305,778`
Basic and diluted income (loss) per share
Continuing Operations	`$(0.01)`	`$(0.02)`

Net Income (Loss)	`$(0.01)`	`$(0.02)`

*Basic with issued shares plus accrued but unissued shares*	`6,785,778`	`305,778`
Basic and diluted income (loss) per share
Continuing Operations	`$(0.00)`	`$(0.02)`

Net Income (Loss)	`$(0.00)`	`$(0.02)`

The accompanying notes are an integral part of these consolidated financial statements.

Sector 10, Inc.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended June 30, 2023 and 2022 and for the Period From Inception,

September 16, 2002 to June 30, 2023

	Three Months Ended		Inception to
	June 30, 2023	June 30, 2022	June 30, 2023
	(Unaudited)	(Unaudited)
Cash Flows from Operating Activities:
Net Loss	`$(3,792)`	`$(4,925)`	`$(15,997,888)`
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	`3,792`	`4,925`	`9,559,441`
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.

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

Sector 10 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 June 30, 2023. The inventory reflected on the books was $0 for the three months ended June 30, 2023.

Note 3 – NOTES PAYABLE

Various Individuals

Total interest accrued as of June 30, 2023 was $90,694 of which $1,980 was accrued during the three months ended June 30, 2023.

Other Notes.

Total interest accrued (without discount amortization) as of June 30, 2023was $69,402 of which $1,300 was accrued during the three months ended June 30, 2023. The current period interest is included as part of other interest.

Summary of Interest and Notes Payable

Interest expense	June 30, 2023	March 31, 2023

Various Individuals	`1,980`	`2,598`
Other Notes	`1,300`	`14,601`
Total interest expense	`$3,280`	`$17,119`

Note Payable Balance	June 30, 2023	March 31, 2023

Various Individuals	`$99,000`	`$99,000`
Other Notes	`65,000`	`65,000`
Total Note Payable – short term	`$164,000`	`$164,000`
Total Note Payable – long term	`$-`	`$-`
	`-`	`-`
Total Notes Payable	`$164,000`	`$164,000`

Debt Maturity Schedule

As of June 30, 2023, the annual maturities for notes payable are scheduled as follows:

Fiscal Year	Amount
March 31, 2024	`$164,000`
March 31, 2025	`$-`

Total	`$164,000`

All interest is due under the terms of the various agreements. However future interest payments will not be made until the restructuring plan has been implemented and a satisfactory revised payment arrangement is completed by all parties.

Note 4 – EQUITY

During the Quarter ended: June 30, 2023

No equity transactions occurred in the period ended June 30, 2023. The Company has 6,480,000 shares accrued and unissued as of the close of the fiscal period.

Note 5 – GOING CONCERN

The Company generated minimal revenues prior to the current fiscal year. No revenues were generated for the three month period ended June 30, 2023. This level of revenue 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.

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 three month period ended June 30, 2023 and 2022 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 June 30, 2023 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 2019.

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)The Company has marketing rights over the MRU and SRU products. The Company is currently evaluating various options for use of this equipment and other products in future operations. No plans have been finalized as of the date of this report.

2)The Company will be seeking proposals from new auditors to provide an audit for the current fiscal year-ended March 31, 2024 including reviews and/or audits of any applicable prior year(s).

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 maintains rights to the MRU and SRU products. The Company is currently evaluating various options for use of this equipment in future operations. No plans have been finalized as of the date of this report.

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. The Company operations are not likely to produce positive cash flow until at least the end of the fiscal year ended March 31, 2023. 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

Three Months Ended June 30, 2023 as Compared to the Three Months Ended June 30, 2022

Revenues -

The Company had no revenues for the three months ended June 30, 2023

The Company had no revenues for the three months ended June 30, 2022.

Other Income-

The Company had no other income for the three months ended June 30, 2023.

The Company had no other income for the three months ended June 30, 2022.

Cost of Sales -

The Company had no cost of sales or other operating expenses for the fiscal year ended June 30, 2023.

The Company had no cost of sales or other operating expenses for the fiscal year ended June 30, 2022.

All expenses for the Company were treated as general and administrative expenses.

General and Administrative Expenses -

General and administrative expenses were $512 for the three months ended June 30, 2023. These expenses are made up of filing and other reporting fees.

General and administrative expenses were $1,645 for the three months ended June 30, 2022. These expenses are made up of filing and other reporting fees.

Depreciation Expense –

Depreciation expense for the three month period ended June 30, 2023 was $0.

Depreciation expense for the three month period ended June 30, 2022 was $0.

Interest Expense –

Interest expense for the three month period ended June 30, 2023 was $3,280 for interest accrued on notes payable.

Interest expense for the three month period ended June 30, 2022 was $3,280 for interest accrued on notes payable.

Liquidity and Capital Resources

As of June 30, 2023, 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, 2024 or for any future period.

Total Assets -

The Company had no assets as of June 30, 2023.

Working capital -

As of this filing date, the Company is currently in the process of reviewing its strategic options for restructuring its operations in order to raise capital and continue in its efforts to manufacture and distribute its products. No plans have been finalized as of the date of this report. Potential funding for operations is not expected until sometime in the fiscal year ended March 31, 2024 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 June 30, 2023 were $9,850,353. The balance was composed of accounts payable and accrued liabilities of $9,686,353, note payable to outside investors of $164,000.

Long term liabilities as of June 30, 2023 were $0.

Total liabilities as of June 30, 2023 were $9,850,353.

Cash flows -

	Three Months Ended	Three Months Ended
	June 30,	June 30,
Sources and Uses of Cash	2023	2022
Net cash provided by / (used in)
Operating activities	`$-`	`$-`
Investing activities	`-`	`-`
Financing activities	`-`	`-`

Increase/(decrease) in cash and cash equivalents	`$-`	`$-`

Period ended June 30, 2023 and 2022
Cash and cash equivalents	`$-`	`$-`

Operating Activities -

Cash used in operations for the three months ended June 30, 2023 was $0.

Cash used in operations for the three months ended June 30, 2022 was $0.

Investing Activities –

Cash used from investing activities for the three months ended for June 30, 2023 was $0.

Cash used from investing activities for the three months ended for June 30, 2022 was $0.

Financing Activities -

Cash provided from financing activities for the three months ended June 30, 2023 was $0.

Cash provided from financing activities for the three months ended June 30, 2022 was $0.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Risks Related to the Company’s Business and Operations

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 current restructuring discussions, the Company operations are not likely to produce positive cash flow until at least the end of the fiscal year ended March 31, 2024. 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.

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.

·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 June 30, 2023, 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

There is no pending litigation.

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

31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

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.


	August 14, 2023		By: /s/ Pericles DeAvila
	Date		Pericles DeAvila, President

	August 14, 2023		By: /s/ Laurence A. Madison
	Date		Laurence A. Madison Chief Financial Officer