10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2012

o 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 x  No o.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o No x

As of August 20, 2012 the issuer had 305,778 shares of common stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes o No x

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, 2012 and  March 31, 2012	3
	Unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2012 and 2011 and for the period from inception, September 16, 2002 to June 30, 2012	4
	Unaudited Consolidated Statements of Cash Flows for the three months ended June 30, 2012 and 2011 and for the period from inception, September 16, 2002, to June 30, 2012.	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	13
Item 3.	Defaults Upon Senior Securities	13
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

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, 2012			March 31, 2012
ASSETS	(Unaudited)			(Unaudited)
Current assets:
Cash	$	-		$	-
Inventory, net		18,409			18,409
Total current assets		18,409			18,409
Fixed assets –cost		22,250			22,250
Less: accumulated depreciation		(20,173	)		(19,060	)
Net fixed assets		2,077			3,190
Other assets - Network acquisition/development costs		-			-
Total assets	$	20,486		$	21,599
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	2,604,045		$	2,442,113
Note payable - short term		240,615			240,615
Total current liabilities		2,844,660			2,682,728
Long term liabilities:
Note payable		483,000			483,000
Total long term liabilities		483,000			483,000
Total liabilities		3,327,660			3,165,728
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			6,123,443
Deficit accumulated during development stage		(9,455,709	)		(9,267,878	)
Total shareholders' equity (deficit)		(3,307,174	)		(3,144,129	)
Total liabilities and shareholders' equity (deficit)	$	20,486			21,599

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

Note*   Shares adjusted to reflect 500 to 1 reverse stock split completed on 2/14/2012

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Sector 10, Inc.

 (A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2012 and 2011 and for the Period From Inception,

September 16, 2002 to June 30, 2012

	Three Months Ended						Inception to
	June 30, 2012			June 30, 2011			June 30, 2012
	(Unaudited)			(Unaudited)
Sales	$	-		$	-		$	18,500
Cost of Sales		-			-			(18,032	)
Gross Profit		-			-			468
Expenses:
General and administrative		149,286			211,389			8,029,949
Depreciation		1,113			1,113			22,030
Research and development		-			-			226,108
Total expenses		150,399			212,502			8,278,087
Income (loss) from operations		(150,399	)		(212,502	)		(8,277,619	)
Interest expense		(37,432	)		(37,829	)		(547,295	)
Other income (expense)		-			-			(630,795	)
Net income (loss) before income taxes		(187,831	)		(250,331	)		(9,455,709	)
Provision for income taxes		-			-			-
Net income (loss) after income taxes	$	(187,831	)	$	(250,331	)	$	(9,455,709	)
Weighted Average Shares Outstanding - basic and diluted *		305,778			231,484
Basic and diluted income (loss) per share
Continuing Operations	$	(0.61	)	$	(0.92	)
Net Income (Loss)	$	(0.61	)	$	(0.92	)

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

Note*   Shares adjusted to reflect 500 to 1 reverse stock split completed on 2/14/2012

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Sector 10, Inc.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended June 30, 2012 and 2011 and for the Period From Inception,

September 16, 2002 to June 30, 2012

	Three Months Ended						Inception to
	June 30, 2012			June 30, 2011			June 30, 2012
Cash Flows from Operating Activities:
Net Loss	$	(187,831	)	$	(250,331	)	$	(9,455,709	)
Adjustments to reconcile  net loss to net cash used in operating activities:
Stock for services		24,786			74,127			5,114,493
Depreciation		1,113			1,113			22,030
Net discount on convertible debt		-			9,000			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		161,932			166,091			3,099,338
Net cash used in operating activities		-			-			(387,598	)
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		-			-			657,500
Net Proceeds (payments) from shareholder / officers		-			-			113,947	)
Proceeds from issuance of common stock		-			-			33,586
Net cash provided by financing activities		-			-			577,139
Net increase (decrease) in cash		-			-			-
Beginning of period - continuing operations		-			-			-
End of period - continuing operations	$	-		$	-		$	-
Cash paid for interest	$	-		$	-		$	18,295
Cash paid for income taxes	$	-		$	-		$	-

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

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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.

Note 2 – INVENTORY

There were no sales in the three month period ended June 30, 2012.  Therefore, total inventory remains at $18,409 for the three month period ended June 30, 2012.  The carrying value of inventory is periodically reviewed and impairments, if any, are recognized when the expected future benefit from the inventory is less than its carrying value.  If applicable, the Company will establish inventory reserves for estimated obsolescence or unmarketable inventory which is equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. For the three month period ended June 30, 2012, the Company has a reserve of $12,491.

Note 3 – NOTES PAYABLE

Johnson Financing

The interest accrued for the three month period ended June 30, 2012 was $1,299.

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 month period ended June 30, 2011 was $ 9,056 comprised of Dutro Company - $4,687, Vick Davis - $3,250 and William Dutro - $1,219. Total contingent reserve - interest for the period ended June 30, 2012 is $89,335 comprised of Dutro Company - $54,385, Vick Davis - $25,200 and William Dutro - $ 9,750.

Employee Agreement:

The financial statements reflect an accrual of interest on unpaid wages and other compensation in the amount of $139,727 of which $24,337 is accrued during the three month period ended June 30, 2012.

Other Notes

Individuals – short term

 Total interest accrued as of June 30, 2012 was $16,116 of which $1,440 was accrued during the three month period ended June 30, 2011.

Asher Enterprises, Inc.

The Company entered into multiple financing transactions with Asher Enterprises, Inc. to raise capital for Company operations.  Each transaction was structured as a Convertible Debenture due 9 months after the issue accruing interest at an annual rate of 8%

Total interest accrued (without discount amortization) as of June 30, 2012 was $11,202 of which $1,300 was accrued during the three month period ended June 30, 2012.  The current period interest of $1,517 is included as part of  other interest.  Total amortization of discount included as part of interest expenses amounted to $9,000 for the three month period ended June 30, 2011.  No net unamortized discount remains at June 30, 2012.

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Summary of Interest and Notes Payable

Interest expense	June 30, 2012		June 30, 2011
Interest – Johnson		1,299		1,299
Interest – Dutro Group		9,056		9,056
Interest  - Employee Group		24,337		15,177
Interest – Other Notes		2,740		3,297
Total interest expense without amortization of discount		37,432		28,829
Interest – Amortization of  Discount on Asher Enterprises, Inc. Note(s)		-		9,000
Interest – Amortization of Discount on Mazuma Funding Note		-		-
Total interest expense	$	37,432	$	37,829

Note Payable Balance	June 30, 2012		March 31, 2012
Edward Johnson – Johnson Financing	$	86,615	$	86,615
Patrick Madison – Other Notes		20,000		20,000
Lionel Brown – Other Notes		20,000		20,000
Patricia Fielding – Other Notes		22,000		22,000
Mark Madison – Other Notes		10,000		10,000
Richard Long – Other Notes		17,000		17,000
Asher Enterprises, Inc. – Other Notes		65,000		65,000
Total Note Payable – short term	$	240,615	$	240,615
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 – long term	$	483,000	$	483,000
Total Notes Payable	$	723,615	$	723,615

Debt Maturity Schedule

As of June 30, 2012, the annual maturities for notes payable is scheduled as follows:

Fiscal Year	Amount
March 31, 2013	$	240,615
March 31, 2014	$	0
March 31, 2015	$	483,000
Total	$	723,615

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Note 4 – EQUITY

During the Quarter ended: June 30, 2012:

In June 2012, recorded an additional adjustment of $24,786 to additional paid-in capital which represents the fair value of the vested portion of the stock options granted on December 1, 2010.  Total adjustments recorded through the period ended June 30, 2012 amounted to $198,289.

No other equity transactions occurred in the period ended June 30, 2012.

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, 2012. 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.  The Company is in the process of restructuring the business in order to continue forward as a going concern.  It is expected that the restructuring will be completed during the year ended March 31, 2013.  After the restructuring is completed, revenues are not expected to be generated at the earliest by the end of the year ended March 31, 2013.

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, 2012 and 2011 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, 2012 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 2007.

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)   The Company continues in litigation that continues to hinder the current operations of the Company.

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

Sector 10 has developed and seeks to market pre-deployed emergency and disaster response equipment with the world’s first patented Stationary Response Units (SRU) and Mobile Response Units (MRU). Sector 10 has patents issued in the United States and patent applications pending with U.S. and international agencies. Sector 10’s initial SRU and MRU design has been developed, produced, nationally test marketed and sold.

Going Concern Qualification

The notes to the Company’s consolidated financial statements disclose that the limited cash flow of the Company has been absorbed in operating activities, the Company has incurred net losses since inception, and the Company has a working capital deficiency. In the event that funding from internal sources or from public or private financing is insufficient to fund the Company’s business, the Company will have to substantially cut back its level of spending, which could substantially curtail the Company’s operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s going concern uncertainty may affect its ability to raise additional capital, and may also affect its ability to raise additional capital, and may also affect its relationships with suppliers and customers. Investors should carefully examine the Company’s financial statements.

Results of Operations

Three Months Ended June 30, 2012 as Compared to the Three Months Ended June 30, 2011

Revenues -

The Company had no revenues for the three months ended June 30, 2012.

The Company had no revenues for the three months ended June 30, 2011.

Other Income-

The Company had no other income for the three months ended June 30, 2012.

The Company had no other income for the three months ended June 30, 2011.

9

Cost of Sales -

The Company had no cost of sales or other operating expenses for the fiscal year ended June 30, 2012.

The Company had no cost of sales or other operating expenses for the fiscal year ended June 30, 2011.

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

General and Administrative Expenses -

General and administrative expenses were $149,286 for the three months ended June 30, 2012. These expenses are made up of accrued and unpaid wages – $140,286.

General and administrative expenses were $211,389 for the three months ended June 30, 2011. These expenses are made up of accrued wages – $138,796, financing fees - $68,041, professional fees – $3,695 and other expenses of $857.

Depreciation Expense –

Depreciation expense for the three month period ended June 30, 2012 was $1,113.

Depreciation expense for the three month period ended June 30, 2011 was $1,113.

Interest Expense –

Interest expense for the three month period ended June 30, 2012 was $37,432 for interest accrued on notes payable.

Interest expense for the three month period ended June 30, 2011 was $37,829 of which $9,000 is attributed to amortization of discount on convertible note instruments and $28,829 for interest accrued on notes payable.

Liquidity and Capital Resources-

As of June 30, 2012, 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, 2013 or for any future period.

Total Assets -

The Company had $20,486 in total assets as of June 30, 2012, comprised of cash - $0, Inventory - $18,409 and  Net Fixed Assets - $2,077.

Working capital -

As of this filing date, the Company is 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 is expected to be completed by the end of the fiscal year ended March 31, 2013.  Potential funding is not expected until sometime in the fiscal year ended March 31, 2013.

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.

10

Total Liabilities -

Current liabilities as of June 30, 2012 were $2,844,660. The balance was composed of accounts payable and accrued liabilities of $2,604,045, note payable to outside investors of $240,615 and net discount on convertible debt of ($6,065).

Long term liabilities as of June 30, 2012 were $483,000.  The balance consists of Notes Payable to Dutro Company - $250,000, Vicki Davis Living Trust - $168,000 and William Dutro - $65,000.

Total liabilities as of June 30, 2012 were $3,327,660.

Cash flows -

		Three Months Ended	Three Months Ended
		June 30,	June 30,
Sources and Uses of Cash		2012	2011
Net cash provided by / (used in)
Operating activities	$	-	$	-
Investing activities		-		-
Financing activities		-		-
Increase/(decrease) in cash and cash equivalents	$	-	$	-
Period ended June 30, 2012 and 2011
Cash and cash equivalents	$	-	$	-

Operating Activities -

Cash used in operations for the three months ended June 30, 2012 was $0.

Cash used in operations for the three months ended June 30, 2011 was $0.

Investing Activities –

Cash used from investing activities for the three months ended for June 30, 2012 was $0.

Cash used from investing activities for the three months ended for June 30, 2011 was $0.

Financing Activities -

Cash provided from financing activities for the three months ended June 30, 2012 was $0.

Cash provided from financing activities for the three months ended June 30, 2011 was $0.

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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

The Company has generated limited cash flow, has incurred net losses since inception and has a working capital deficiency. In the event that funding from internal sources or from public or private financing is insufficient to fund the Company’s business, the Company will not be able to generate revenues sufficient to cover anticipated expenses. If the Company is unable to quickly generate capital from operating activities or from external sources, the Company will have to substantially curtail its operations and will likely need to suspend its operations entirely. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s going concern uncertainty will likely affect its ability to raise additional capital, and may also affect its relationships with suppliers and prospective customers. Investors should carefully examine the Company’s 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 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.

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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, 2012, 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 Dutro Group consists of Dutro Company, Reality Engineering, William Dutro, Vicki Davis and Lee Allen and other parties.  The litigation is ongoing and is expected to continue into the fiscal year ended March 31, 2013. The Company has engaged attorneys to dispute the claims filed by the Dutro Group and to vigorously seek relief for the damages incurred by Dutro Group actions.  The Company believes that sufficient reserves are included in the financial statements for exposures for the issues represented in these actions.

 Edward  Johnson

The Company is past due on the unpaid balance of a note payable plus accrued interest to Edward Johnson.  The note collection and other issues are pending in current litigation.  The litigation is not expected to be resolved until at least during the fiscal year ended March 31, 2013.  The Company believes that sufficient reserves are included in the financial statements for exposures for this case

Doty Scott

Doty Scott is a consultant that delivered services to the Company prior to November 20, 2007 which was the date of the merger between SKRM Interactive, Inc. and Sector 10 USA, Inc. (now Sector 10, Inc.)  The amount due the consultant is at dispute in pending litigation.  Settlement discussions have been ongoing but no resolution has been achieved as of the date of this filing. The litigation is not expected to be resolved until at least during the fiscal year ended March 31, 2013.  Based on the facts of the case, the Company believes that sufficient reserves are included in the financial statements for exposures for this case.

Bank of America

The Company and its affiliates are currently in litigation seeking damages resulting from actions and activities involving certain parties affiliated with the parties involved in the case.  The litigation is not expected to be resolved until at least during the fiscal year ended March 31, 2013.

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

None

Item 3.  Defaults Upon Senior Securities

None

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

None

Item 5.  Other Information

None

Item 6. Exhibits

Exhibit	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.

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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 20, 2012	By: /s/ Pericles DeAvila
Date	Pericles DeAvila, President
August 20, 2012	By: /s/ Laurence A. Madison
Date	Laurence A. Madison Chief Financial Officer

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EX-31.1

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.

August 20, 2012

By: /s/ Pericles DeAvila

Pericles DeAvila

Principal Executive Officer

EX-31.2

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.

August 20, 2012

By: /s/ Laurence A. Madison

Laurence A. Madison

Chief Financial Officer

EX-32.1

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 June 30, 2012, 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

August 20, 2012

EX-32.2

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 June 30, 2012, 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

August 20, 2012