8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment 1

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2013

Sector 5, Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-181742	45-5042353
(state or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2186 Darby Street Escondido, CA	92025
(address of principal executive offices)	(zip code)

702-401-9508

(registrant’s telephone number, including area code)

Not Applicable

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANITORY NOTE

Amendment is made to our filing dated May 17, 2013 on Form 8-K for the omission of statement included in Item 4.01 (1) b. No other changes have been made to the original filing.

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ITEM 4.01. Changes in Registrant’s Certifying Accountant

History of auditor changes:

In December 2012 Peter Messineo, CPA merged into the firm known as DKM Certified Public Accountants (“DKM”).  In April 2013 the agreement of DKM and PM was terminated. The successor firm named in (2) is a continuation of the audit firm (PM).

(1) Previous Independent Auditors:

a.   On May 14, 2013, the Company dismissed the registered independent public accountant, DKM Certified Public Accountants, of Clearwater Florida (“DKM”).

b.   DKM's report on the financial statements as of December 31, 2012 and for the period April 11, 2012 through December 31, 2012 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern.

c.   Our Board of Directors participated in and approved the decision to change independent accountants. Through the period covered by the financial audit for the year ended December 31, 2012 and through the current date, there have been no disagreements with DKM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of DKM would have caused them to make reference thereto in their report on the financial statements. Through the interim period May 14, 2013 (the date of dismissal), there have been no disagreements with DKM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of DKM would have caused them to make reference thereto in their report on the financial statements.

d.   We have authorized DKM to respond fully to the inquiries of the successor accountant

e.   During the year ended December 31, 2012 and the interim period through May 14, 2013, there have been no reportable events with us as set forth in Item 304(a)(1)(iv) of Regulation S-K.

f.   The Company provided a copy of the foregoing disclosures to DKM prior to the date of the filing of this Report and requested that DKM furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of such letter is filed as Exhibit 16.1 to this Form 8-K.

(2) New Independent Accountants:

a.   On May 14, 2013, the Company engaged Messineo & Co, CPAs, LLC (“M&Co”) of Clearwater, Florida, as its new registered independent public accountant. During the year ended December 31, 2012 and prior to May 14, 2013 (the date of the new engagement), we did not consult with M&Co regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by M&Co, in either case where written or oral advice provided by M&Co would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

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ITEM 9.01. Financial Statements and Exhibits.

a.   None

b.   Exhibits

NUMBER	EXHIBIT
16.1	Letter from DKM Certified Public Accountants, dated May 14, 2013, regarding Change in Certifying Accountant. (Filed herewith.)

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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 hereunto duly authorized.

	SECTOR 5, INC.
Dated: May 21, 2013	By:	/s/ Jeannie Bacal
		JEANNIE BACAL
		Chief Executive Officer

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EX-16.1

EXHIBIT 16.1

  DKM Certified Public Accountants 2451 N. McMullen Booth Road, Suite 308 Clearwater Florida 33759-1362 855.334.0934 www.dkmcpas.com

Office of the Chief Accountant

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

May 21, 2013

Dear Sir/Madam:

We have read the statements included in the Form 8-K, Amendment 1, filed May 21, 2013, of Sector 5, Inc., to be filed with the Securities and Exchange Commission and are in agreement with the statements contained in Item 4.01 insofar as they relate to our firm.

Very truly yours,

/s/ DKM Certified Public Accountants

DKM Certified Public Accountants

Clearwater, Florida

CORRESP

Sector 5, Inc.

2186 Darby Street

Escondido CA 92025

Mr. Craig Arakawa

Securities and Exchange Commission

100 F Street NE

Washington DC 20549

RE:  Sector 5, Inc. Form 8-K Filed May 15, 2013 File No. 333-181742

Comment 1: Form 8-K filed May 15, 2013

Please expand your disclosure to state whether the report of your former auditor on your financial statements for either of the past two years contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles: and also describe the nature of each such adverse opinion, disclaimer of opinion, modification, or qualification to comply with Item 304(a)(1)(ii) of Regulation S-K.

Response:

Our Company was incorporated on April 11, 2012. Our year end is December 31. Our original filings on Form S-1 included audited statements as of April 30, 2012 and for the period April 11, 2012 (date of inception) through April 30, 2012, which were audited by the successor firm, Peter Messineo, CPA (subsequently changed name of registration to Messineo & Co, CPAs, LLC).  Upon his merger into the firm known as DKM Certified Public Accountants (DKM) an 8-K was filed in January 2013 for change to DKM. Subsequent to our audit of December 31, 2012 and for the period April 11, 2012 (date of inception) through December 31, 2012, audited by DKM, the engagement partner, Peter Messineo, CPA, terminated his relationship with DKM. Our filing is for the purpose of notification of change back to the original registered audit firm.

Our filing omitted the above requested disclosure. Our filing of Form 8-K, Amendment 1 includes the following statement:

Item 4.01, (1), b.

DKM's report on the financial statements as of December 31, 2012 and for the period April 11, 2012 (date of inception) through December 31, 2012 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern.

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We have included an updated Exhibit 16.1 from the predecessor audit firm of DKM Certified Public Accountants

We acknowledge:

·   The Company is responsible for the adequacy and accuracy of the disclosures in the filing;

·   Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·   The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

	SECTOR 5, INC.
Dated: May 21, 2013	By:	/s/ Jeannie Bacal
		JEANNIE BACAL
		Chief Executive Officer

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