0000925661
--03-31
SECTOR 10 INC
false
2023
Q3
0000925661
2022-04-01
2022-12-31
0000925661
2022-12-31
0000925661
2023-02-09
0000925661
2022-03-31
0000925661
2022-10-01
2022-12-31
0000925661
2021-10-01
2021-12-31
0000925661
2021-04-01
2021-12-31
0000925661
2002-09-16
2022-12-31
0000925661
2021-03-31
0000925661
2002-09-15
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2021-12-31
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fil:VariousIndividualsMember
2022-04-01
2022-12-31
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fil:OtherNotesMember
2022-04-01
2022-12-31
0000925661
2021-04-01
2022-03-31
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fil:VariousIndividualsMember
2021-04-01
2022-03-31
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fil:OtherNotesMember
2021-04-01
2022-03-31
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2022-12-31
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2022-03-31
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2022-12-31
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2022-03-31
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2020-04-01
2021-03-31
0000925661
2021-06-01
2021-09-30
iso4217:USD
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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
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 nine months ended December 31, 2022. The inventory reflected on the books was $0 for the nine months ended December 31, 2022.
Note 3 – NOTES PAYABLE
Various Individuals
Total interest accrued as of December 31, 2022 was $86,734 of which $5,940 was accrued during the nine months ended December 31, 2022.
Other Notes.
Total interest accrued (without discount amortization) as of December 31, 2022 was $66,802 of which $3,900 was accrued during the nine months ended December 31, 2022. The current period interest is included as part of other interest.
Summary of Interest and Notes Payable
Interest expense
|
| December 31,
2022
|
|
| March 31,
2022
|
|
|
|
|
|
|
|
|
Various Individuals
|
| 5,940
|
|
| 2,598
|
|
Other Notes
|
| 3,900
|
|
| 14,601
|
|
Total interest expense
| $
| 9,840
|
| $
| 17,119
|
|
6
Note Payable Balance
|
| September 30,
2022
|
|
| March 31,
2022
|
|
|
|
|
|
|
|
|
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 December 31, 2021, the annual maturities for notes payable are scheduled as follows:
Fiscal Year
|
| Amount
|
March 31, 2023
| $
| 164,000
|
March 31, 2024
| $
| -
|
|
|
|
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, 2022
No equity transactions occurred in the period ended June 30, 2022
During the Quarter ended: September 30, 2022
No equity transactions occurred in the period ended September 30, 2022
During the Quarter ended: December 31, 2022
No equity transactions occurred in the period ended December 31, 2022
Note 5 – GOING CONCERN
The Company generated minimal revenues prior to the current fiscal year. No revenues were generated for the nine month period ended December 31, 2022. 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.
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.
7
The Company’s financial statements for the nine month period ended December 31, 2022 and 2021 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 December 31, 2022 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 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 2017.
Note 7 – OTHER INCOME
On October 21, 2020, Sector 10 settled an 11 year legal conflict. Based on this ruling, the Company recognized other income in the fiscal year ended March 31, 2021 due to the initial release of various debt and other liabilities associated with the settlement. In subsequent periods, an additional review of the settlement impact was conducted and additional debts and liabilities were identified that should be released due to the terms of the settlement. The total breakdown of the components of the Gain on the Extinguishment of Debt is as follows: .
Extinguishment of Debt
|
|
Extinguishment of Debt recognized in fiscal year ended 3/31/2021
| $ 2,115,532
|
Extinguishment of Debt recognized in period ended 9/30/2021
| 576,426
|
Extinguishment of Debt recognized in period ended 12/31/2022
| 60,000
|
Total Extinguishment of Debt Recognized
| $ 2,751,958
|
Note 8 – 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 is reviewing various options to determine the future restructuring of the Company operations. No restructuring plan has been finalized as of the filing date of this report.
8
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 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.
Results of Operations
Nine Months Ended December 31, 2022 as Compared to the Nine Months Ended December 31, 2021
Revenues -
The Company had no revenues for the nine months ended December 31, 2022.
The Company had no revenues for the nine months ended December 31, 2021.
Other Income-
Other income for the nine months ended December 31, 2022 was $60,000 resulting from the extinguishment of debt from a previous litigation settlement which was composed of the forgiveness and related release of Professional Services & Consulting fees – $60,000.
Other income for the nine months ended December 31, 2021 was $576,426 resulting from the extinguishment of debt from a previous litigation settlement which was composed of the forgiveness and related release of the following: Professional Services & Consulting fees – $324,529; Notes payable – $106,615 and Accrued interest on Notes Payable - $145,282.
Operating Expenses -
The Company had no operating expenses for the nine months ended December 31, 2022.
The Company had no operating expenses for the nine months ended December 31, 2021.
9
General and Administrative Expenses -
General and administrative expenses were $6,311 for the nine months ended December 31, 2022 which was made up primarily of Filing Fees - $4,961 and State fees – $1,350.
General and administrative expenses were $26,886 for the nine months ended December 31, 2021 which was made up primarily of Insurance - $13,275, State Fees / Other Expenses – $ 8,645 and Registration/Filing Fees – $4,966
Depreciation Expense –
Depreciation expense for the nine months ended December 31, 2022 was $0.
Depreciation expense for the nine months ended December 31, 2021 was $0.
Interest Expense –
Interest expense for the nine month period ended December 31, 2022 was $9,840.
Interest expense for the nine month period ended December 31, 2021 was $13,838.
Three Months Ended December 31, 2022 as Compared to the Three Months Ended December 31, 2021
Revenues -
The Company had no revenues for the three months ended December 31, 2022.
The Company had no revenues for the three months ended December 31, 2021.
Other Income-
Other income for the three months ended December 31, 2022 was $60,000 resulting from the extinguishment of debt from a previous litigation settlement which was composed of the forgiveness and related release of Professional Services & Consulting fees – $60,000.
The Company had no other income for the three months ended December 31, 2021.
Operating Expenses -
The Company had no operating expenses for the three months ended December 31, 2022.
The Company had no operating expenses for the three months ended December 31, 2021.
General and Administrative Expenses -
General and administrative expenses were $1,658 for the three months ended December 31, 2022 which was made up primarily of Filing Fees - $1,658.
General and administrative expenses were $7,204 for the three months ended December 31, 2021 which was made up primarily of Insurance - $4,296, Registration/Filing Fees – 1,658 and State Fees / Other Expenses – $1,250.
Depreciation Expense –
Depreciation expense for the three months ended December 31, 2022 was $0.
Depreciation expense for the three months ended December 31, 2021 was $0.
10
Interest Expense –
Interest expense for the three month period ended December 31, 2022 was $3,280.
Interest expense for the three month period ended December 31, 2021 was $3,280.
Liquidity and Capital Resources
As of December 31, 2022, 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, 2023 or for any future period.
Total Assets -
The Company had no assets as of December 31, 2022.
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, 2023 or beyond.
Total Liabilities -
Current liabilities as of December 31, 2022 were $9,807,615. The balance was composed of accounts payable and accrued liabilities of $9,643,615 and note payable to outside investors of $164,000.
Long term liabilities as of December 31, 2022 were $0.
Total liabilities as of December 31, 2022 were $9,807,615.
Cash flows -
|
| Nine Months Ended
|
|
| Nine Months Ended
|
|
| December 31,
|
|
| December 31,
|
Sources and Uses of Cash
|
| 2022
|
|
| 2021
|
Net cash provided by / (used in)
|
|
|
|
|
|
Operating activities
| $
| -
|
| $
| -
|
Investing activities
|
| -
|
|
| -
|
Financing activities
|
| -
|
|
| -
|
|
|
|
|
|
|
Increase/(decrease) in cash and cash equivalents
| $
| -
|
| $
| -
|
|
|
|
|
|
|
Period ended December 31, 2022 and 2021
|
|
|
|
|
|
Cash and cash equivalents
| $
| -
|
| $
| -
|
Operating Activities -
Cash used in operations for the nine months ended December 31, 2022 was $0. Operating activities were affected by net income – $43,849 and change in accounts payable and accrued liabilities – ($43,849).
Cash used in operations for the nine months ended December 31, 2021 was $0. Operating activities were affected by net income – $535,702 and change in accounts payable and accrued liabilities – ($535,702).
11
Investing Activities –
Cash used from investing activities for the nine months ended for December 31, 2022 was $0.
Cash used from investing activities for the nine months ended for December 31, 2021 was $0.
Financing Activities –
Cash provided from financing activities for the nine months ended December 31, 2022 was $0.
Cash provided from financing activities for the nine months ended December 31, 2021 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, 2023 and into the next fiscal year. . 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.
12
·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 December 31, 2022, 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
Applicable shareholders with anti-dilution rights have notified the Company of their intention to exercise their anti-dilution rights. No ani-dilution rights were exercised in the quarter ended December 31, 2022.
13
Item 6. Exhibits