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,
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
|
|
$
|
10,568,595
|
|
|
$
|
10,234,025
|
|
Note payable - short term
|
|
|
803,615
|
|
|
|
803,615
|
|
Total current liabilities
|
|
|
11,372,210
|
|
|
|
11,037,640
|
|
Long term liabilities:
|
|
|
|
|
|
|
|
|
Note payable
|
|
|
0
|
|
|
|
-
|
|
Total long term liabilities
|
|
|
0
|
|
|
|
-
|
|
Total liabilities
|
|
|
11,372,210
|
|
|
|
11,037,640
|
|
Shareholders' equity (deficit)
|
|
|
|
|
|
|
|
|
Preferred shares - $0.001 par value; 1,000,000 authorized, no shares issued or outstanding
|
|
|
0
|
|
|
|
-
|
|
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
|
|
|
(17,520,745
|
)
|
|
|
(17,186,175
|
)
|
Total shareholders' equity (deficit)
|
|
|
(11,372,210
|
)
|
|
|
(11,037,640
|
)
|
Total liabilities and shareholders' equity (deficit)
|
|
$
|
-
|
|
|
|
-
|
|
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, 2019 and 2018 and for the Period From Inception,
September 16, 2002 to June 30, 2019
|
|
Three Months Ended
|
|
|
Inception to
|
|
|
|
June 30,
2019
|
|
|
June 30,
2018
|
|
|
June 30,
2019
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
Sales
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
18,500
|
|
Cost of Sales
|
|
|
-
|
|
|
|
-
|
|
|
|
(18,032
|
)
|
Gross Profit
|
|
|
-
|
|
|
|
-
|
|
|
|
468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
207,918
|
|
|
|
205,986
|
|
|
|
13,786,066
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
24,106
|
|
Research and development
|
|
|
|
|
|
|
|
|
|
|
226,108
|
|
Total expenses
|
|
|
207,918
|
|
|
|
205,986
|
|
|
|
14,036,280
|
|
Income (loss) from operations
|
|
|
(207,918
|
)
|
|
|
(205,986
|
)
|
|
|
(14,035,812
|
)
|
Interest expense
|
|
|
(126,652
|
)
|
|
|
(113,452
|
)
|
|
|
(2,854,138
|
)
|
Other income (expense)
|
|
|
0
|
|
|
|
0
|
|
|
|
(630,795
|
)
|
Net income (loss) before income taxes
|
|
|
(334,570
|
)
|
|
|
(319,438
|
)
|
|
|
(17,520,745
|
)
|
Provision for income taxes
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Net income (loss) after income taxes
|
|
$
|
(334,570
|
)
|
|
$
|
(319,438
|
)
|
|
$
|
(17,520,745
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding - basic and diluted *
|
|
|
305,778
|
|
|
|
305,778
|
|
|
|
|
|
Basic and diluted income (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations
|
|
$
|
(1.09
|
)
|
|
$
|
(1.04
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss)
|
|
$
|
(1.09
|
)
|
|
$
|
(1.04
|
)
|
|
|
|
|
The accompanying notes are an integral part of these unaudited consolidated financial statements
Sector 10, Inc.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended June 30, 2019 and 2018 and for the Period From Inception,
September 16, 2002 to June 30, 2019
|
|
Three Months Ended
|
|
|
Inception to
|
|
|
|
June 30,
2019
|
|
|
June 30,
2018
|
|
|
June 30,
2019
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(334,570
|
)
|
|
$
|
(319,438
|
)
|
|
$
|
(17,520,745
|
)
|
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
|
|
|
334,570
|
|
|
|
319,438
|
|
|
|
11,082,298
|
|
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
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
0
|
|
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, 2019. The inventory reflected on the books was $0 for the three months ended June 30. 2019.
Note 3 – NOTES PAYABLE
Johnson Financing
Total interest accrued is $56,678 of which $2,598 is accrued for the three months ended June 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 three months
ended June 30, 2019
was $9,057 comprised of Dutro Company - $4,688, Vick Davis - $3,150 and William Dutro - $1,219. Total contingent reserve - interest for the period ended June 30, 2019 is $342,910 comprised of Dutro
Company - $185,635, Vick Davis - $113,400 and William Dutro - $43,875.
Employee Agreement:
The financial statements reflect an accrual
of interest on unpaid wages and other compensation in the amount of $2,006,913 of which $110,317 is accrued during the
three month period ended June 30, 2019
.
Other Notes
Individuals – short term
Total interest accrued as of June 30, 2019 was $83,630 of which $3,380 was accrued during the three months ended June 30, 2019.
Asher Enterprises, Inc.
Total interest accrued (without discount amortization) as of June 30, 2019 was $48,602 of which $1,300 was accrued during the three
months ended June 30, 2019 The current period interest is included as part of other interest.
Summary of Interest and Notes Payable
Interest expense
|
|
June 30,
2019
|
|
|
March 31,
2019
|
|
|
|
|
|
|
|
|
Interest – Johnson
|
|
|
2,598
|
|
|
|
10,394
|
|
Interest – Dutro Group
|
|
|
9,057
|
|
|
|
36,225
|
|
Interest - Employee Group
|
|
|
110,317
|
|
|
|
408,019
|
|
Interest – Other Notes
|
|
|
4,680
|
|
|
|
18,720
|
|
Total interest expense
|
|
$
|
126,652
|
|
|
$
|
473,358
|
|
Note Payable Balance
|
|
June 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 June 30, 2019, the annual maturities for notes payable are scheduled as follows:
Fiscal Year
|
|
Amount
|
|
March 31, 2020
|
|
$
|
803,615
|
|
March 31, 2019
|
|
$
|
-
|
|
|
|
|
|
|
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.
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, 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. 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 possibly 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 three month period ended June 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 June 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.
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. Counsel is
preparing for defendant depositions and other discovery proceedings. The Company expects a trial date to be set before the end of the fiscal year ended March 31, 2020.
|
|
|
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
Three Months Ended June 30, 2019 as Compared to the Three Months Ended June 30, 2018
Revenues -
The Company had no revenues for the three months ended June 30, 2019.
The Company had no revenues for the three months ended June 30, 2018.
Other Income-
The Company had no other income for the three months ended June 30, 2019.
The Company had no other income for the three months ended June 30, 2018.
Cost of Sales -
The Company had no cost of sales or other operating expenses for the fiscal year ended June 30, 2019.
The Company had no cost of sales or other operating expenses for the fiscal year ended June 30, 2018.
All expenses for the Company were treated as general and administrative expenses.
General and Administrative Expenses -
General and administrative expenses were $207,918 for the three months ended June 30, 2019. These expenses are made up
of accrued and unpaid wages – $165,000, accrued payroll taxes – $16,500, Professional fees - $20,000, Insurance expense - $5,581 and Filing, financing and other fees - $837.
General and administrative expenses were $205,986 for the three months ended June 30, 2018. These expenses are made up
of accrued and unpaid wages – $165,000, accrued payroll taxes – $16,500, Professional fees - $20,000, Insurance expense - $2,516 and Filing, financing and other fees - $1,970.
Depreciation Expense –
Depreciation expense for the three month period ended June 30, 2019 was $0.
Depreciation expense for the three month period ended June 30, 2018 was $0.
Interest Expense –
Interest expense for the three month period ended June 30, 2019 was $126,652 for interest accrued on notes payable.
Interest expense for the three month period ended June 30, 2018 was $113,986 for interest accrued on notes payable.
Liquidity and Capital Resources
As of June 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 June 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 June 30, 2019 were $11,372,210. The balance was composed of accounts payable and accrued liabilities of
$10,568,595, note payable to outside investors of $803,615.
Long term liabilities as of June 30, 2019 were $0.
Total liabilities as of June 30, 2019 were $11,372,210.
Cash flows -
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Three Months Ended
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Three Months Ended
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June 30,
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June 30,
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Sources and Uses of Cash
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2019
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2018
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Net cash provided by / (used in)
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|
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|
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Operating activities
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$
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-
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|
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$
|
-
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|
Investing activities
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|
|
-
|
|
|
|
-
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|
Financing activities
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|
|
-
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|
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|
-
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|
|
|
|
|
|
|
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Increase/(decrease) in cash and cash equivalents
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
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Period ended June 30, 2019 and 2018
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|
|
|
|
|
|
|
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Cash and cash equivalents
|
|
$
|
-
|
|
|
$
|
-
|
|
Operating Activities -
Cash used in operations for the three months ended June 30, 2019 was $0.
Cash used in operations for the three months ended June 30, 2018 was $0.
Investing Activities –
Cash used from investing activities for the three months ended for June 30, 2019 was $0.
Cash used from investing activities for the three months ended for June 30, 2018 was $0.
Financing Activities -
Cash provided from financing activities for the three months ended June 30, 2019 was $0.
Cash provided from financing activities for the three months ended June 30, 2018 was $0.