sect_10k.htm

0001477932-16-009746.txt : 20160414 0001477932-16-009746.hdr.sgml : 20160414 20160414141517 ACCESSION NUMBER: 0001477932-16-009746 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 38 CONFORMED PERIOD OF REPORT: 20151231 FILED AS OF DATE: 20160414 DATE AS OF CHANGE: 20160414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sector 5, Inc. CENTRAL INDEX KEY: 0001550737 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 455042353 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-181742 FILM NUMBER: 161571362 BUSINESS ADDRESS: STREET 1: 612 HILLSTOCK COURT CITY: PATTERSON STATE: CA ZIP: 95363 BUSINESS PHONE: (702) 287-1272 MAIL ADDRESS: STREET 1: 612 HILLSTOCK COURT CITY: PATTERSON STATE: CA ZIP: 95363 10-K 1 sect_10k.htm FORM 10-K sect_10k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

Commission file number: 333-181742

Sector 5, Inc.
(Exact Name of Registrant as Specified in its Charter)

Nevada
45-5042353
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)

2000 Duke Street, Suite 110

Alexandria, Virginia 22314

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (571) 348-1005

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: None

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
x

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

The aggregate market value of the voting and non-voting equity held by non-affiliates of the registrant, as of June 30, 2015, the last business day of the registrant's most recently completed second fiscal quarter, was $26,000,000, based on the closing bid price of the registrant's common stock on the OTC Markets ($5.20 per share) on that date. All executive officers and directors of the registrant and all 10% or greater stockholders have been deemed, solely for the purpose of the foregoing calculation, to be "affiliates" of the registrant.

The number of shares outstanding of the registrant's common stock, $.001 par value, as of April 8, 2016 was 20,000,000 shares.

Sector 5, Inc.

2015 Form 10-K Annual Report
Table of Contents

PART I
Item 1.
Business
3
Item 1A.
Risk Factors
6
Item 1B.
Unresolved Staff Comments
8
Item 2.
Properties
8
Item 3.
Legal Proceedings
8
Item 4.
Mine Safety Disclosures
8
PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
9
Item 6.
Selected Financial Data
9
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
9
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
14
Item 8.
Financial Statements and Supplementary Data
14
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
14
Item 9A
Controls and Procedures
14
Item 9B.
Other Information
16
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
17
Item 11.
Executive Compensation
19
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
22
Item 13.
Certain Relationships and Related Transactions, and Director Independence
23
Item 14.
Principal Accounting Fees and Services
24
PART IV
Item 15.
Exhibits and Financial Statement Schedules
25
Signatures
26

FORWARD LOOKING STATEMENT INFORMATION

Certain statements made in this Annual Report on Form 10-K are "forward-looking statements" regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth herein under the headings "Business," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors". We undertake no obligation to revise or update publicly any forward-looking statements for any reason, except as required by federal securities law. The terms "Sector 5," the "Company,""we," "our," "us," or any derivative thereof, as used herein refer to Sector 5, Inc.

PART 1

ITEM 1. BUSINESS

Corporate Background

Sector 5, Inc. was incorporated in the State of Nevada on April 11, 2012. Since inception, Sector 5 has not generated revenues and has accumulated losses from inception (April 11, 2012) in the amount of $123,288 as of December 31, 2015.

On March 18, 2016, a change in control of Sector 5 occurred. The change in control included plans of new management to relaunch Sector 5 to sell branded electronic products using the Sector 5 name targeting the educational and consumer electronics markets. No such activities had previously occurred and Sector 5 has commenced only minimal operations to date and has not generated revenues. Sector 5 will not be profitable until it derives sufficient revenues and cash flows from planned operations.

The consolidated financial statements included in this Annual Report on Form 10-K relate to our prior operations that relate to women's fashion design. Due to the change in control and management's determination to relaunch our business, as noted above, we believe the financial statements are not necessarily meaningful to a review of our company.

Sector 5's administrative office is located at 2000 Duke Street, Suite 110, Alexandria, Virginia 22314. Sector 5's shares trade on the OTC Market's OTC Pink tier under the symbol SECT.

Business Overview

Sector 5 plans to sell branded electronic products targeting the educational and consumer electronics markets.

Sector 5 intends to target the retail consumer electronics market using a supply-chain methodology involving "Open Innovation." This is accomplished through Sector 5's relationships with Chinese suppliers and American ingenuity that allows us to create products using the latest technology and matching market expectations at the best pricing. This approach will be accomplished through the involvement of a talented staff, including designers and innovators, coupled with strong relationships with "best in class" suppliers.

Sector 5's distribution channel strategy includes both B2B (especially schools), as well as utilization of existing relationships with distributors that have retail channels looking for new innovative products. Furthermore, we intend to use mobile carriers as sales channels on some unique new 4G LTE products which employ mobile data networks. Building and maintaining distribution relationships will be an essential element of our plan. In our product planning efforts, we expect to listen to these sales channels for what opportunities they have, as well as providing them new product opportunities we are planning. The latter will become increasingly important as we intend to grow a portfolio of products uniquely ours in late 2016.

Sector 5's foundation of promise is defined by a pursuit of simplicity and a commitment to innovation. Quay, reliability and excellent customer support will be an integral component of that commitment.

Products

Our initial phase will focus on the education markets utilizing Chrome and Android Operating Systems.

As our sales staff ramps up, we intend to broadly target general consumer retail channels and possibly other B2B opportunities (e.g., hospitals). In this phase we will need to carefully and continuously balance growth in width (number of sales channels and product SKU's) versus depth (quality of service and support).

We are currently negotiating contracts with experienced sales and marketing individuals and companies who we believe can get Sector 5 branded products placed in major retail channels. We believe that our relationship with Google will assist us in entering into contracts with major distributors for U.S. markets.

During the second and third quarter of 2016, we plan to launch a number of products aimed at the educational market:

·
Chromebooks optimized for education (11.6" and 13")
·
Charging carts for bulk charging and storage of Chromebooks (various models)
·
Electronic whiteboard (1 model)
·
Large touch screen (2 models)
·
Classroom speakers (2 models)
·
Classroom microphone (1 model)
·
Chromebook HDMI connected monitor 24"

During the fourth quarter of 2016, we plan to launch the following products, integrating our planned intellectual property:

·
Chromebox with camera (our own design which we plan to patent)
·
Possibly, Chromebooks with 4G LTE, to be distributed B2B and through wireless carriers
·
Smart Pico Projector with 4G LTE
·
Bedroom Smart Pico Projector/speaker/wall mount kit bundle
·
Action camera with 4K resolution utilizing 4G LTE for connectivity

We plan to explore business opportunities, possibly expanding these product categories. Using the strength of our partners' manufacturing capabilities, Sector 5 has identified new product categories in which our key suppliers will assist in the development of new products accommodating our ideas and requirements. Our relationships with the leading electronics suppliers in China will enable us to gain advantages of not only low cost manufacturing, but also achieving the best of the Open Innovation partnership making it possible for us to realize first-in-market, unique and affordable products. We have opened a small Chinese office located in Shenzhen (called High Tech Zone) as it is a hub of Chinese innovation where many of the major Chinese electronics firms are located. Shenzhen is rapidly becoming the Chinese version of Silicon Valley. Late in 2016, we plan to create our first Android 5 portfolio of Smart TV solutions, including:

·
Smart TV box (possibly similar hardware as Chromebox).
·
Smart TVs (larger sizes)
·
Android tablets for education
·
Premium speakers (Bluetooth, WiFi, Surround)
·
Headsets & headphones

Sales and Marketing

Sector 5 has a sales team with has prior-standing relationships with the buyers at "Big Box" retailers such as Target and Walmart. Sector 5 is hiring staff that have relationships with reps in the educational market. Sector 5 also has relationships with large companies who are currently dominating the online sales channels. Our target customers are anyone in need of consumer, education or business electronics seeking the best combination of value, simplicity, usability and reliability. Our customers may be identified through independent reviews of our products on CNET, Engadget and others. For this reason, we plan a budget that covers the traditional marketing efforts, as well as efforts on performing critical product quality assurance and engagement with reviewers in enabling the best reviews. Getting good reviews is important for our brand reputation to get the best start.

Our planned marketing staff will include members solely focused on the educational computing market and members solely focused on the consumer retail market. However, we plan to have a unified research and development (R&D) effort that will aim at maximizing synergies in an effort to reduce R&D costs. On the education side, we plan to send out samples to schools with RFPs that we have identified that currently have the resources to start buying our products. Geographically, we plan to target both the United States and Canada. Most business with schools involves a bidding process and we plan on being the most competitively priced in the market, coupled with superior features and performance. Features we plan to emphasize include better graphical processing and more school optimized enclosures with easy carry handles. Our supply chain allows significant growth potential as it includes a very extensive list of product categories designed by experienced engineering teams. We will continuously aim at enabling growth through presenting new business opportunities to buyers from within our vendor/partner capabilities.

Our goal is "Educating America's Children" utilizing the power of Google and Chromebook's proven technology. We plan to achieve our goal by delivering the latest generation of technology, creating a new market expectation together with unique value-added differentiation and introducing the latest Chromebook defined by Speed, Security and Simplicity at competitive prices.

Government Regulation

We are subject to government regulations that regulate businesses generally, such as compliance with regulatory requirements of federal, state, and local agencies and authorities, including regulations concerning workplace safety and labor relations. In addition, our operations are affected by federal and state laws relating to marketing practices in the consumer electronics industry. Environmental laws and regulations do not materially impact our operations.

Research and Development

We have not spent any funds on research and development activities to date in connection with our business.

Personnel

Management is currently comprised of Roger B. McKeague, our Chief Executive Officer and Chief Financial Officer. Mr. McKeague's responsibilities include acting as our director of operations including manufacturing, distribution, marketing, research and development, and product development. We anticipate hiring additional executives and employees during 2016.

ITEM 1A. RISK FACTORS

An investment in our company is highly speculative in nature and involves an extremely high degree of risk. You should carefully consider the following material risks, together with the other information contained in this report, before you decide to buy our common stock. If any of the following risks actually occur, our business, results of operations and financial condition would likely suffer. In these circumstances, the market price of our common stock could decline, and you may lose all or part of your investment.

We have no relevant operating history; we have accumulated and working capital deficits; we are only in an initial operational stage; and there is a going concern disclosure in our independent auditors' report.

Our company cut back daily operations in 2014 and essentially ceased daily operations in 2015. Through February 2016, we were substantially inactive. In March 2016, our majority shareholder entered into an agreement with Kirkland Holding Company to sell control of our company and, thereafter, we determined to relaunch our company in the consumer electronics market. Accordingly, we have no relevant operating history upon which an evaluation of our performance and prospects can be made. We are subject to all of the business risks associated with a new enterprise, including, but not limited to, risks of unforeseen capital requirements, failure of market acceptance, failure to establish business relationships and competitive disadvantages as against larger and more established companies. The report of our independent auditors with respect to our financial statements included in this report includes a "going concern" qualification, indicating that our significant net losses and cash flow deficiencies raise substantial doubt about our ability to continue as a going concern.

We have generated no revenues over the past two years from our operations, and will not generate any meaningful revenues until after we successfully begin to market and sell products in the educational and consumer electronics markets, of which no assurance can be given. As of December 31, 2015, we had a working capital deficit of $41,638 and an accumulated deficit of $123,288. Since December 31, 2015, we have continued to incur significant losses and anticipate that we may continue to incur significant losses in 2016 and beyond. There can be no assurance as to whether or when we will generate meaningful revenues or achieve profitable operations.

Additionally, our ability to operate our business successfully will depend on a variety of factors, many of which are outside our control, including competition, cost and availability of strategic components, changes in governmental initiatives and requirements, changes in regulatory requirements, and the costs associated with commencing sales and marketing and R&D operations.

There remains uncertainty of any market acceptance of our proposed products.

Many prospective users of our proposed educational and consumer electronics products have already committed substantial resources to other vendors and information technology. Our growth and future financial performance will depend on our ability to demonstrate to prospective users the technical and economic advantages of our products and technology over alternative products and technologies. There can be no assurance that we will be successful in this effort. Furthermore, it is possible that competing technologies may be perceived to have, or may actually have, certain advantages over our technology in general for certain industries or applications.

We have a need for additional financing in the foreseeable future.

During the past two years, financing for all of our activities has been provided in the form of direct equity investments and advances from our officers and directors. Our future capital requirements could vary significantly and will depend on certain factors, many of which are not within our control. These include the ongoing development and testing of our technology, the nature and timing of prospective commercial projects and the availability of financing. In the educational and consumer electronics markets, we may not be able to enter into favorable business collaborations. If such efforts were successful, we would be required to make significant expenditures on personnel and capital equipment which would require significant financing. In addition, our lack of operational experience and limited capital resources could make it difficult, if not highly unlikely, to successfully secure major projects. In such event, our business development could be limited to smaller commercial projects with significantly lower potential for profit.

In addition, the expansion of our business will require the commitment of significant capital resources toward the hiring of technical and operational support personnel and the development of an R&D capability. In the event we are presented with one or more significant projects, individually or in conjunction with collaborative working partners, we may require additional capital to take advantage of such opportunities. There can be no assurance that such financing will be available or, if available, that it will be on favorable terms. If adequate financing is not available, we may be required to delay, scale back or eliminate certain of our R&D programs, to relinquish rights to certain of our technologies, or to license third parties to commercialize technologies that we would otherwise seek to develop ourselves. To the extent we raise additional capital by issuing equity securities, stockholders will be diluted.

We face competition and technical alternatives in the consumer electronics market.

We anticipate that our primary market will be for educational and consumer electronics. We have had limited experience in marketing our proposed products and have not previously had any employees or personnel whose primary responsibilities consisted of these functions. Other participants include several large domestic and international companies and numerous small companies, many of whom have substantially greater financial and other resources and more manufacturing, marketing and sales experience than we do. In addition, as computer technology evolves, there exists the possibility that our technology may be rendered obsolete by one or more competing technologies. Any one or more of our competitors, or one or more other enterprises not presently known to us, may develop technologies which are superior to our technology. To the extent that our competitors are able to offer more cost-effective alternatives, our ability to compete could be materially and adversely affected.

There can be no assurance that we will enter into collaborative agreements or projects utilizing our technology in the future.

We propose to pursue opportunities in the educational and consumer electronics markets through collaborative joint working arrangements with Chinese suppliers and other companies (such as Google) that have a significant presence in well-established industries or markets, and that can assist us in introducing our products to industry participants. However, neither we nor any of our prospective collaborative joint working partners with us have secured any project contracts. There can be no assurance that we will enter into any definitive joint project arrangements with our prospective working partners or others, or that any such definitive arrangements will be on terms and conditions that will enable us to generate profits. Furthermore, even if we are successful in obtaining one or more project awards, such projects may be curtailed or eliminated, or other problems may arise, which could materially adversely affect our business, financial condition and results of operations.

We depend on our executive officers to run our business.

We are dependent on the efforts of our executive officer, Roger McKeague, our Chief Executive Officer and Chief Financial Officer and Peter Mortensen, our President. We do not have a key-man life insurance policy on the life of either Mr. McKeague or Mr. Mortensen to compensate us for the loss of such individual. The loss of their services will have a material adverse effect on our company.

Our future success will depend in large part upon our ability to attract and retain skilled management, operational and marketing personnel. Other than Mr. McKeague and Mr. Mortensen, we do not currently have any employees or personnel whose responsibilities are focused primarily in these fields. We face competition for hiring such personnel from other companies. There can be no assurance that we will be successful in attracting and retaining such personnel.

We are controlled by an "insider" stockholder.

Roger McKeague, our Chief Executive Officer and Chief Financial Officer, beneficially owns 75% of our outstanding common stock through Kirkland Holding Co. Accordingly, through his ownership of our outstanding common stock, he will be able to control the voting of our shares at all meetings of stockholders and, because the common stock does not have cumulative voting rights, will be able to determine the outcome of the election of all of our directors and determine corporate and stockholder action on other matters.

We have no plans to pay dividends.

We have never paid any dividends on our common stock, and have no plans to pay dividends on our common stock in the foreseeable future.

It is likely that our common stock price will be volatile.

The stock market has from time to time experienced significant price and volume fluctuations that may be unrelated to the operating performances of specific companies. Announcements of new technologies and changing policies and regulations of the federal government and state governments and other external factors, as well as potential fluctuations in our financial results, may have a significant impact on the price of our stock.

Our charter contains some anti-takeover provisions that may inhibit a takeover.

The provisions in our certificate of incorporation relating to delegation to the board of directors of rights to determine the terms of preferred stock may have the effect not only of discouraging attempts by others to buy us. The ability of our board of directors to determine the terms of preferred stock, while providing flexibility in connection with possible business purchases and other corporate purposes, could make it more difficult for a third party to secure a majority of our outstanding common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

The Company does not own any property at the present time and has no agreements to acquire any property. Our executive offices are located at 2000 Duke Street, Suite 110, Alexandria, Virginia 22314. We currently lease 800 square feet of office space and pay $1,500 per month in rent. Prior to the change in control and for the presented periods, we were provided office space free of charge by our officer and director. We are not required to pay for our office space in Shenzhen, China, which is provided to us free by our representative there. We believe that these locations are adequate for our needs at this time, and we believe that we will be able to locate additional space in the future, if needed, on commercially reasonable terms.

ITEM 3. LEGAL PROCEEDINGS.

There are no pending legal proceedings to which we are a party or of which our property is the subject.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our shares of common stock have been publicly traded since February 15, 2012, initially on the OTC Bulletin Board. The following table sets forth the high and low closing prices for our common stock on the OTC Markets' OTC Pink market tier for the years ended December 31, 2014 and 2015 and to date. Our trading symbol is SECT.

Year ended December 31,

2014

2015

2016

Quarter

High

Low

High

Low

High

Low

First (through April 11, 2016)

$

$

$ 3.00

$ 3.00

$ 7.20

$ 5.00

Second

7.70

3.00

Third

1.00

1.00

8.25

4.00

Fourth

1.00

3.00

8.15

6.00

Holders

As of April 11, 2016, there were 22 record holders of our outstanding shares of Common Stock.

Dividend Policy

We have not declared or paid any cash dividends on our Common Stock and do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as the Board of Directors may consider.

Recent Sales of Unregistered Securities

There were no sales of unregistered securities other than as reported in prior reports on Forms 10-K, 10-Q or 8-K.

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

We did not repurchase any shares of our common stock during the fourth quarter of 2015, or at any time before or after that quarter.

ITEM 6. SELECTED FINANCIAL DATA.

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we are not required to provide the information required by this item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing in this Form 10-K and are hereby referenced. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as required by federal securities law.

These forward-looking statements are based on our management's current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify a forward-looking statement by the use of the forward-terminology, including words such as "may", "will", "believes", "anticipates", "estimates", "expects", "continues", "should", "seeks", "intends", "plans", and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers; and, our ability to maintain a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates; and, the continued employment of our key personnel and other risks associated with competition.

Plan of operation for the next twelve months

Our initial phase will focus on the educational technology markets utilizing products incorporating Chrome and Android Operating Systems.

We are currently negotiating contracts with experienced sales and marketing individuals and companies who we believe can get Sector 5 branded products placed in major retail channels. We believe our relationship with Google will assist us in entering into contracts with major distributors for the U.S. markets.

During the second and third quarter of 2016, we plan to launch a number of products aimed at the educational market:

During the fourth quarter of 2016, we plan to launch the following products, integrating our planned intellectual property:

·
Chromebox with camera (our own design which we plan to patent)
·
Possibly Chromebooks with 4G LTE, to be distributed B2B and through wireless carriers
·
Smart Pico Projector with 4G LTE
·
Bedroom Smart Pico Projector/speaker/wall mount kit bundle
·
Action camera with 4K resolution utilizing 4G LTE for connectivity

·
Smart TV box (possibly similar hardware as Chromebox).
·
Smart TVs (larger sizes)
·
Android tablets for education
·
Premium speakers (Bluetooth, WiFi, Surround)
·
Headsets & headphones

Results of Operations for the Year Ended December 31, 2015 Compared to the Year Ended December 31, 2014

Revenue. The Company did not have any revenue for the year ended December 31, 2015 or 2014.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the year ended December 31, 2015 were $33,913 as compared to $24,301 for the year ended December 31, 2014. General and administrative expenses increased due to expenses relating to being a public reporting company, including professional service fees for preparing our SEC reports, transfer agent fees and related fees and expenses.

Liquidity and Capital Resources

We measure our liquidity in a number of ways, including the following:

As of
December 31, 2015

As of
December 31, 2014

Cash and Cash Equivalents

$ 62

$ 17

Working Capital (Deficit)

(41,638 )

(7,725 )
Debt (current)

41,700

7,742

Availability of Additional Funds

Based on our working capital as of December 31, 2015, we will need additional equity and/or debt financing to continue our operations during the next 12 months. We have limited funds to continue our operating activities. Future operating activities are expected to be funded by loans from officers, directors and major shareholders, until we begin to raise capital from non-officers or non-directors or generate cash flows from operations.

Net Cash Used in Operating Activities

We experienced no cash flow from operating activities for the year ended December 31, 2015 in the amount of $0. The cash used in operating activities during this period was due to cash used to fund a net loss of $33,913, adjusted for non-cash expenses related to amortization of intangible assets, depreciation on equipment, issuance of common stock to directors for services, accrued interest, as well as the increase in accounts payable for legal and accounting services to being a public reporting company. We experienced negative cash flow from operating activities for the year ended December 31, 2015 in the amount of $18,592.

Net Cash Used in Investing Activities

We experienced no cash flow from investing activities for year ended December 31, 2015 in the amount of $0 The cash used in investing activities during this period was due to cash used to purchase equipment. We experienced no cash flow from investing activities for the year ended December 31, 2015 in the amount of $0.

Net Cash Provided by Financing Activities

Cash provided by financing activities for the year ended December 31, 2015 and 2014 was $18,637 and $4,300.

Recently Issued Accounting Pronouncements

Reference is made to the "Recent Accounting Pronouncements" in Note 2 to our consolidated financial statements included elsewhere in this report for information related to new accounting pronouncements, none of which had a material impact on our consolidated financial statements.

Impact of Inflation

We believe that the rate of inflation has had negligible effect on our operations. We believe we can absorb most, if not all, increased non-controlled operating costs by increasing sales prices, whenever deemed necessary and by operating our Company in the most efficient manner possible.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies and Estimates

Our financial statements and accompanying notes have been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") applied on a consistent basis. The preparation of financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Our significant estimates and assumptions include amortization, the fair value of our stock, and the valuation allowance relating to the Company's deferred tax assets.

We qualify as an "emerging growth company", as defined in the Jumpstart Our Business Startups Act, which became law in April, 2012. Under the JOBS Act, "emerging growth companies", can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Cash and Cash Equivalents

We consider all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. We have no cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Inventories

Inventories are valued at the lower of cost or market on a first-in, first-out (FIFO) basis, and include finished goods.

Revenue Recognition

We recognize revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements' and No. 104, "Revenue Recognition". In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectibility of the resulting receivable is reasonably assured.

Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped and title passes to customers. Retail sales to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon our delivery to the carrier. Return allowances, which reduce product revenue, are estimated using historical experience. Revenue from product sales and services rendered is recorded net of sales taxes. Amounts received in advance for subscription services, are deferred and recognized as revenue over the subscription term.

Share Based Payments

In December 2004, the FASB ("Financial Accounting Standards Board") (issued SFAS No. 123(R), "Share-Based Payment," which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R), companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees or independent contractors are required to provide services. Share-based compensation arrangements include stock options and warrants, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or "SAB 107". SAB 107 expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123(R). Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under SFAS 123.

The Company has fully adopted the provisions of SFAS No. 123(R) and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant as the fair value of the share-based payments. Such compensation amounts, if any, are amortized over the respective vesting periods of the share-based payments.

Earnings (Loss) Per Share

We compute earnings per share in accordance with Statement of Accounting Standards No. 128, "Earnings per Share" ("SFAS No. 128"). Under the provisions of SFAS No. 128, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. There were no potentially dilutive common shares outstanding during the years ended December 31, 2015 and 2014.

Income Taxes

We account for income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement 109"). Under the asset and liability method of Statement 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Fair Value of Financial Instruments

We consider that the carrying amount of financial instruments, including accounts payable, approximates fair value because of the short maturity of these instruments.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are not subject to risks related to foreign currency exchange rate fluctuations. Our functional currency is the United States dollar. We do not transact our business in other currencies. As a result, we are not subject to exposure from movements in foreign currency exchange rates. We do not use derivative financial instruments for speculative trading purposes.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The response to this item is submitted as a separate section at the end of this Annual Report beginning on page 31.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On November 2, 2015, the Company was informed that our registered independent public accountant, Messineo & Co., CPAs, LLC of Clearwater, Florida ("M&CO") declined to stand for re-appointment.

M&CO's report on the financial statements for the year ended December 31, 2014 and 2013 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.

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, 2014 and through the current date, there have been no disagreements with M&CO 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 M&CO would have caused them to make reference thereto in their report on the financial statements. Through the interim period November 2, 2015 (the date of notification), there have been no disagreements with M&CO 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 M&CO would have caused them to make reference thereto in their report on the financial statements.

During the years ended December 31, 2014 and 2013 and the interim period through November 2, 2015, there have been no reportable events with us as set forth in Item 304(a)(1)(iv) of Regulation S-K.

On November 2, 2015, the Company engaged Stevenson & Company CPAs, LLP ("S&C") of Tampa Florida, as its new registered independent public accountant. During the years ended December 31, 2014 and 2013 and prior to November 2, 2015 (the date of the new engagement), we did not consult with S&C 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 A&C, in either case where written or oral advice provided by S&C 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).

ITEM 9A. CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer (being the same person), to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company's principal executive and financial officer and effected by the Company's board of directors, management and other personnel, 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 and includes those policies and procedures that:

●
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

●
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

●
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2015. In making this assessment, the Company's management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.

Based on an evaluation under the supervision and with the participation of the Company's management, the Company's principal executive officer and principal financial officer has concluded that the Company's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of December 31, 2015 (the "Evaluation Date"), to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Each of the following is deemed a material weakness in our internal control over financial reporting:

●
We do not have an audit committee. While we are not currently obligated to have an audit committee, including a member who is an "audit committee financial expert," as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards; however, it is management's view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.

●
We did not maintain proper segregation of duties for the preparation of our financial statements. We currently have only one officer overseeing all transactions. This has resulted in several deficiencies, including the lack of control over preparation of financial statements and proper application of accounting policies.

Management believes that the material weaknesses set forth in the two items above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management's Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures once we have the financial resources to do so:

●
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to an audit committee resulting in a fully functioning audit committee, which will undertake the oversight in the establishment and monitoring of required internal controls and procedures, such as reviewing and approving estimates and assumptions made by management when funds are available to us.

●
Management believes that the appointment of outside directors to a fully functioning audit committee, would remedy the lack of a functioning audit committee.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This Annual Report does not include an attestation report of the Company's registered independent public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this Annual Report.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth information concerning our officers and directors as of the date of this filing:

Name
Age
Title
Roger B. McKeague
49
Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director.
Peter Mortensen
50
President

Business Experience

Roger B. McKeague – Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director

Prior to joining the Company in March 2016, Mr. McKeague was the Chief Executive Officer of Sector Five, Inc., an unaffiliated Delaware company, and was an attorney and business consultant focused on business and education management from November 2015 to April 2016. Previously, he was an attorney and business consultant with Roger B. McKeague Attorney At Law from June 2013 to October 2015, Kailua, Hawaii. Mr. McKeague was Executive Director at the Charter School Administrative Office for the State of Hawaii in Honolulu from December 2008 to June 2013. Mr. McKeague was a consultant for Forest City, Hawaii where he worked on External Affairs and Legal and Development projects from September 2006 to June 2008. He was Special Assistant to the Director for the Hawaii State Department of Health in Honolulu where he provided executive direction over Department functions and programs on behalf of the Director from December 2003 to July 2005. Mr. McKeague was an Advisor and Policy Analyst in the Office of the Governor of Hawaii from November 2002 to December 2003. He was Chief of Staff for Representative Bud Stonebraker in the Hawaii State Legislature from January 2001 to December 2002. Mr. McKeague was General Legal Counsel for Dawson International, Inc. in Honolulu, Hawaii from January 1998 to December 1998. He was a litigation associate for Dwyer Imanaka Schraff Kudo Meyer & Fujimoto in Honolulu from January 1996 to October 1996, and was the Staff Attorney for the House of Representatives Majority Staff Office from January 1995 to July 1995. Mr. McKeague received his J.D. degree from Lewis & Clark, Northwestern School of Law and his B.A. degree from the University of Hawaii at Manoa. Mr. McKeague is qualified to run our Company due to his business and legal background.

Peter Mortensen – President

Mr. Mortensen became the President of the Company in April 2016. He has worked as a Consultant for Hop-on, Inc., from August 2014 to March 2016. As a full time employee at Hop-On, he assisted the CEO with strategies in technology and products for Hop-on. He also provided oversight of the manufacturing and working with suppliers. From 2013 to 2014, Mr. Mortensen was the Software R&D Director of Panasonic Avionics, located in Lake Forest, California. Mr. Mortensen managed a department of 52 software developers covering R&D in Android and Linux software development for inflight entertainment (IFE) systems for all major airlines both for passengers (seatback systems) and crew (in-wall and mobile terminals). From 2011 to 2013, Mr. Mortensen was Foreign Expert and Director of Product Planning for Digital Products Group, a Company specializing in mobile phones, tablets & TVs. His responsibilities included identifying weak-points in processes and organization towards becoming a leading value brand. He recommended improvements to CTO, defined strategy for global product R&D (focus software) with international open innovation centers. He also worked as primary point of contact for non-Chinese technology and component vendors where he led all vendor meetings. Mr. Mortensen worked with Haier Europe and Haier America on planning future next generation models. From 2010 to 2011, Mr. Mortensen was Senior Product Manager Televisions – Product Group for VIZIO, Irvine, California where he defined and managed all TV product and technology roadmaps. From 2005 to 2010, Mr. Mortensen was Department Manager for Software Development Group, Mitsubishi Digital Electronics of America, Irvine, California, where he managed the software engineering of the 2006-2010 product portfolios of Mitsubishi flat panel LCD and rear projection DLP televisions to completion within time and within schedule (approx. 92 television models).

Mr. Mortensen graduated from the Southern University of Denmark with a B.S. in Computer Science in 1988 and has earned several certificates in management, quality assurance and corporate leadership subsequently.

Term of Office

All of our directors hold office until the next annual meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.

Family Relationships

There are no family relationships among any of the Company's directors and officers.

Board Composition and Committees

The Company's Board of Directors is currently composed of one member, Roger B. McKeague.

We do not have a standing nominating, compensation or audit committee. Rather, our board of directors performs the functions of these committees. Also, we do not have a "audit committee financial expert" on our board of directors as that term is defined by Item 407(d)(5)(ii) of Regulation S-K. We do not believe it is necessary for our board of directors to appoint such committees because the volume of matters that come before our board of directors for consideration permits the directors to give sufficient time and attention to such matters to be involved in all decision making.

Involvement in Certain Legal Proceedings

None of our directors, executive officers or control persons has been involved in any of the events prescribed by Item 401(f) of Regulation S-K during the past ten years, including:

1.
any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;

2.
any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

i.
acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.
engaging in any type of business practice; or

iii.
engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4.
being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity;

5.
being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6.
being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7.
being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i.
any Federal or State securities or commodities law or regulation; or

ii.
any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.
any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.
being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Act

We are not currently subject to Section 16(a) of the Exchange Act.

ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by, or paid to the Company's officers during the years ended December 31, 2014 and December 31, 2015 for services to the Company.

Summary Compensation Table

Name

Position

Year
Ended
&
Period
Ended

Salary
Paid ($)

Bonus ($)

Stock
Awards ($)(2)

Option
Awards ($)

Non-
Equity
Incentive
Plan
Compensation ($)

All
Other
Compensation ($)

Total ($)

Rafael Solorio

Former CEO

2015

-

-

$ 15,000

-

-

-

$ 15,000

2014

Jeannie Bacal

Former CEO

2014

-

-

-

-

-

-

-

_________________

(1)
The Company recorded the stock issuance of 15,000,000 shares of common stock at the par value of $0.001 per share.
(2)
Ms. Bacal resigned in December 2014.

Employment Agreements and Benefits

We currently have one employee, Roger B. McKeague. The Company does not have an employment contract with its key employee.

Potential Payments Upon Termination or Change in Control

As of the date of this report, there were no potential payments or benefits payable to our executive officers, upon their termination or in connection with a change in control.

Pension Benefits

No named executive officers received or held pension benefits during the period from April 11, 2012 (inception) to December 31, 2014 or the year ended December 31, 2015.

Nonqualified Deferred Compensation

No nonqualified deferred compensation was offered or issued to any named executive officer during the period from April 11, 2012 (inception) to December 31, 2014 or the year ended December 31, 2015.

Grants of Plan-Based Awards

During the period from April 11, 2012 (inception) to December 31, 2014 and the year ended December 31, 2015, we have not granted any plan-based awards to our executive officers.

Outstanding Equity Awards

No unexercised options or warrants were held by any of our named executive officers as of December 31, 2014 or December 31, 2015. No equity awards were made during the year ended December 31, 2014 or the year ended December 31, 2015.

Outstanding Equity Awards at Fiscal Year End

Option Awards

Stock Awards

Name (a)

Number of Securities Underlying
Unexercised Options (#)
Exercisable
(b)

Number of Securities Underlying
Unexercised Options (#)
Unexercisable
(c)

Equity Incentive Plan Awards: Number of
Securities
Underlying Unexercised Unearned Options
(#)
(d)

Option Exercise Price
($)
(e)

Option Expiration Date
(f)

Number of Shares or Units of Stock
That Have Not Vested (#)
(g)

Market Value of Shares or Units of Stock
That Have Not Vested ($)
(h)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
That Have Not Vested (#)
(i)

Equity Incentive Plan Awards: Market or Payout Value
of Unearned Shares, Units or Other Rights That Have Not
Vested
($)
(j)

Rafael Solorio, Former CEO

-

-

-

-

-

-

-

-

-

Jeanine Bacal, former CEO

-

-

-

-

-

-

-

-

-

Option Exercises and Stock Vested

During the period from April 11, 2012 (inception) to December 31, 2014 and the year ended December 31, 2015, our executive officers have neither been granted any options, nor did any unvested stock or options granted to executive officers vest. As of the date of this report, our executive officers do not have any stock options or unvested shares of stock of the Company.

Equity Incentive Plan

We do not expect to adopt an equity incentive plan during the next 12 months. When we adopt an equity incentive plan, the purposes of the proposed equity incentive plan are to attract and retain qualified persons upon whom our sustained progress, growth and profitability depend, to motivate these persons to achieve long-term company goals and to more closely align these persons' interests with those of our other shareholders by providing them with a proprietary interest in our growth and performance. Our executive officers will be eligible to participate in the plan. We have not determined the amount of shares of our common stock to be reserved for issuance under the proposed equity incentive plan.

Compensation of Directors

The following table sets forth the information concerning cash and non-cash compensation awarded to, earned by, or paid to the Company's directors during the years ended December 31, 2014 and December 31, 2015 for services to the Company.

Director Compensation Table

Name

Year
Ended
&
Period
Ended

Fees
Earned
or Paid
in Cash ($)

Stock
Awards ($)(2)

Option
Awards ($)

Non-
Equity
Incentive
Plan
Compensation ($)

Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings ($)

All Other
Compensation ($)

Total ($)

Rafael Solorio (1)

2015

-

-

-

-

-

-

-

2014

-

-

-

-

-

-

-

Jeannie Bacal

2014

-

-

-

-

-

-

-

_________________

(1)
Mr. Solorio was appointed as a director of the Company in December 31, 2014.
(2)
The Company recorded the stock issuance of 15,000,000 shares of common stock at the par value of $0.001 per share.

Compensation Committee Interlocks and Insider Participation

During the period from April 11, 2012 (inception) to December 31, 2014 and the year ended December 31, 2015, we did not have a standing compensation committee. Our Board of Directors was responsible for the functions that would otherwise be handled by the compensation committee. All directors participated in deliberations concerning executive officer compensation, including directors who were also executive officers.

Code of Ethics

The Company has filed its Code of Ethics as Exhibits 14.1 and 14.2.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information as of April 8, 2016 regarding the number and percentage of our Common Stock (being our only voting securities) beneficially owned by each officer, director, each person (including any "group" as that term is used in Section 13(d)(3) of the Exchange Act) known by us to own 5% or more of our Common Stock, and all officers and directors as a group.

Title of Class Owner of Shares

Name, Title and Address of Beneficial (1)

Amount of Beneficial
Ownership (2)

Currently
Outstanding

Common

Roger McKeague (3)

15,000,000

75 %

Chief Executive Officer,

Chief Financial Officer, Secretary,

Treasurer, and Director

All officers and Directors as a Group

15,000,000

75 %

_________________

1.
The address of our executive officer, director and beneficial owner is c/o Sector 5, Inc., 2000 Duke Street, Suite 110, Alexandria, VA 22314.
2
As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).
3.
Mr. McKeague's interest is held through Kirkland Holding Co., a corporation he controls.

Unless otherwise indicated, we have been advised that all individuals or entities listed have the sole power to vote and dispose of the number of shares set forth opposite their names. For purposes of computing the number and percentage of shares beneficially owned by a security holder, any shares which such person has the right to acquire within 60 days of April 8, 2016 are deemed to be outstanding, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holder.

We currently do not maintain any equity compensation plans.

Equity Compensation Plan Information

The following table provides information as of December 31, 2015, with respect to shares of common stock that may be issued upon exercise of outstanding stock options. We currently do not have any equity compensation plans in place.

Equity Compensation Plan Information

Plan category

Number of shares of
common stock to be issued
upon exercise of
outstanding options,
warrants and rights
(a)

Weighted-average exercise
price of outstanding
options, warrants and rights
(b)

Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in
column (a))
(c)

Equity compensation plans approved by security holders

—

—

—

Equity compensation plans not approved by security holders

—

—

—

Total

—

—

—

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Transactions With Related Persons, Promoters And Certain Control Persons

There are no transactions involving the Company and any of its officers, directors, majority shareholders or other related persons or control persons that require disclosure pursuant to Item 404(d) of Regulation S-K. On March 18, 2016, a change in control of the Company occurred in which Roger McKeague was elected a director and appointed to serve as Chief Executive Officer, Chief Accounting Officer, Treasurer and Secretary of the Company. We do not have an established policy regarding related transactions.

During the year ended December 31, 2015, a related party assisted the Company in support of its operations by providing payments to the Company's vendors for $18,637. The Company has recorded the liability to this related party in other payables as the amounts are temporary in nature and have not been formalized by a promissory note. These amounts are considered due on demand and non-interest bearing.

In support of the Company's efforts and cash requirements, it is relying on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. Amounts represent advances or amounts paid in satisfaction of certain liabilities as they come due. The advances are considered temporary in nature and have not been formalized by a promissory note. Notes are considered payable on demand and is non-interest bearing. The majority shareholder has pledged her support to fund continuing operations; however there is no written commitment to this effect. The Company is dependent upon the continued support of this member.

We currently lease 800 square feet of office space and pay $1,500 per month in rent. Prior to the change in control and for the presented periods, we were provided office space free of charge by our officer and director. We are not required to pay for our office space in Shenzhen, China, which is provided to us free by our representative there. Rent was $0 for all periods presented.

The Company does not have an employment contract with its key employee, the sole shareholder who is the Chief Executive and Chief Technical Officer.

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

Director Independence

We have no independent directors at the current time. Mr. McKeague is an executive officer.

Annual Report on Form 10-K

Copies of our Annual Report on Form 10-K, without exhibits, can be obtained by written request without charge from us at Sector 5, Inc., 2000 Duke St., Suite 110, Alexandria VA 22314.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Stevenson & Company CPAs, LLP were our auditors for our year ended December 31, 2015.

Audit Fees

Aggregate audit fees billed by Stevenson & Company CPAs, LLP in 2015 and 2014 totaled $7,500 and $0, respectively.

Audit-Related Fees

Aggregate audit-related fees billed by Stevenson and Company CPAs, LLP 2015 and 2014 totaled $0 and $0, respectively.

Tax Fees

Aggregate tax fees billed by Stevenson and Company CPAs, LLP in 2015 and 2014 totaled $0.

Policy for Pre-Approval of Audit and Non-Audit Services

Our board of directors' policy is to pre-approve all audit services and all non-audit services that our independent auditor is permitted to perform for us under applicable federal securities regulations. As permitted by the applicable regulations, our board of directors' policy utilizes a combination of specific pre-approval on a case-by-case basis of individual engagements of the independent auditor and general pre-approval of certain categories of engagements up to predetermined dollar thresholds that are reviewed annually by our board of directors. Specific pre-approval is mandatory for the annual financial statement audit engagement, among others.

The pre-approval policy was implemented effective in fiscal 2015. All engagements of the independent auditor to perform any audit services and non-audit services since that date have been pre-approved by our board of directors in accordance with the pre-approval policy. The policy has not been waived in any instance. All engagements of the independent auditor to perform any audit services and non-audit services prior to the date the pre-approval policy was implemented were approved by our board of directors in accordance its normal functions.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)
Exhibits

The following exhibits are filed with this Report on Form 10-K:

Exhibit No.
Description
3.1
Articles of Incorporation, as currently in effect*
3.2
Bylaws, as currently in effect*
10.1
Form of Stock Purchase Agreement**
14.1
Code of Business Conduct and Ethics
14.2
Code of Ethics for the CEO and Senior Financial Officers
31.1
302 Certification – Roger B. McKeague
32.1
906 Certification – Roger B. McKeague

__________

* Included as an Exhibit to our Registration Statement on Form S-1 filed on May 29, 2012

** Exhibit 10.1 from 8-K filed March 22, 2016

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 5, Inc.
Date: April 14, 2016
By:
/s/ Roger B. McKeague
Roger B. McKeague
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: April 14, 2016
By:
/s/ Roger B. McKeague
Roger B. McKeague
Chief Executive Officer, President and Director
(Principal Executive Officer and Principal Financial and Accounting Officer)

STEVENSON & COMPANY CPAS LLC
A PCAOB Registered Accounting Firm
12421 N Florida Ave.
Suite.113
Tampa, FL 33612
(813)443-0619

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Sector 5, Inc.

We have audited the accompanying balance sheet of Sector 5, Inc. as of December 31, 2015 and 2014, and the related statement of operations, stockholders' deficiency, and cash flows for the years ended December 31, 2015 and 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sector 5, Inc. as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding those matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Stevenson & Company CPAS LLC

Stevenson & Company CPAS LLC

Tampa, Florida

April 8, 2016

F-1

SECTOR 5, INC.
BALANCE SHEET

December 31,

December 31,

2015

2014

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$ 62

$ 17

Total Current Assets

62

17

TOTAL ASSETS

$ 62

$ 17

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

$ 23,063

$ 7,742

Other payable, related party

18,637

-

Total Current Liabilities

41,700

7,742

STOCKHOLDERS' EQUITY

Common stock, $0.001 par value; 75,000,000 shares authorized; 20,000,000 shares issued and outstanding

20,000

20,000

Additional Paid in Capital

61,650

61,650

Accumulated deficit

(123,288 )

(89,375 )
Total Stockholders' Equity

(41,638 )

(7,725 )

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 62

$ 17

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

F-2

SECTOR 5, INC.

STATEMENT OF OPERATIONS

For the Year Ended December 31,

2015

2014

REVENUE:

Sales

$ -

$ -

-

-

COST OF GOODS SOLD

-

-

GROSS MARGIN

-

-

OPERATING EXPENSES

Stock based compensation

-

15,000

Selling, general and administrative expenses

33,913

24,301

TOTAL OPERATING EXPENSES

33,913

39,301

LOSS FROM OPERATIONS

(33,913 )

(39,301 )

OTHER EXPENSE (INCOME)

Interest expense

-

-

Interest income

-

-

TOTAL OTHER EXPENSE (INCOME)

-

-

NET LOSS

$ (33,913 )

$ (39,301 )

NET LOSS PER COMMON SHARE, BASIC AND DILUTED

$ (0.00 )

$ (0.00 )

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED

20,000,000

20,000,000

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

F-3

SECTOR 5, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIT

Capital in

Total

Common Stock

Excess of

Accumulated

Stockholders'

Shares

Amount

Par Value

Deficit

Equity

Balance, December 31, 2012

2,000,000

$ 20,000

$ 42,350

$ (14,229 )

$ 48,121

Net loss

-

-

-

(35,845 )

(35,845 )

Balance, December 31, 2013

2,000,000

$ 20,000

$ 42,350

$ (50,074 )

$ 12,276

Issuance of common stock for services, December 2014

15,000,000

15,000

-

-

15,000

Cancellation of common stock

(15,000,000 )

(15,000 )

15,000

-

-

Capital contribution from shareholder

-

-

4,300

-

4,300

Net loss

-

-

-

(39,301 )

(39,301 )

Balance, December 31, 2014

2,000,000

$ 20,000

$ 61,650

$ (89,375 )

$ (7,725 )

Net loss

-

-

-

(33,913 )

(33,913 )

Balance, December 31, 2015

2,000,000

$ 20,000

$ 61,650

$ (123,288 )

$ (41,638 )

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

F-4

SECTOR 5, INC.

STATEMENT OF CASH FLOWS

For the Year Ended December 31,

2015

2014

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$ (33,913 )

$ (39,301 )
Stock based compensation

15,000

Adjustments to reconcile net loss to net cash and cash equivalents provided by operating activities:

Increase in accounts payable

15,321

1,701

Net cash used by operating activities

(18,592 )

(22,600 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash used by investing activities

-

-

CASH FLOWS FROM FINANCING ACTIVITIES:

Increase in other payable, related party

18,637

Capital contribution from stockholder

-

4,300

Net cash provided by financing activities

18,637

4,300

Net decrease in cash and cash equivalents

45

(18,300 )

Cash and cash equivalents, beginning of period

17

18,317

Cash and cash equivalents, end of period

$ 62

$ 17

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest

$ -

$ -

Cash paid for taxes

$ -

$ -

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

F-5

SECTOR 5, INC.

Notes to the Financial Statements

As of December 31, 2015

1. Nature of Operations and Significant Accounting Policies

Nature of Operations

SECTOR 5, INC. ("Sector 5" or the "Company") was incorporated in the State of Nevada on April 11, 2012. On March 18, 2016 a change in control of the Company occurred. The change in control includes plans to relaunch the Company to sell branded electronic products targeting the educational and consumer electronics markets. Sector 5 plans to take advantage of the educational market to initiate targeting the retail consumer electronics market using a supply-chain methodology involving Open Innovation. Sector 5 has relationships with Chinese suppliers and American ingenuity that allows us to create products with latest technology, matching market expectations at the best pricing. Furthermore, we intend to use mobile carriers as sales channels on some unique new 4G LTE products which employ mobile data networks.

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States.

Use of Estimates

The Financial Statements have been prepared in conformity with U.S. GAAP, which requires using management's best estimates and judgments where appropriate. These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ materially from these good faith estimates and judgments.

Financial Instruments

The Company's balance sheet includes cash and accounts payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 "Fair Value Measurements and Disclosures" (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

·
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities
·
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
·
Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

F-6

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

The Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Company's financial statements.

As of December 31, 2015 and the fair values of the Company's financial instruments approximate their historical carrying amount.

Cash and Cash Equivalents

Cash and cash equivalents includes all cash deposits and highly liquid financial instruments with a maturity of three months or less.

Cash Flow Reporting

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method ("Indirect method") as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

Accounts Receivable, Credit

The Company currently has not generated any revenue from operations. The Company will be charging for referral fees at the time a referral is placed. Fee for referral will be based on a negotiation between third parties. There is no subscription base for belonging to the group. Billings will occur at the point of referral transmission and collection on customer accounts through credit cards or direct payments. The Company does not issue credit on services provided, therefore there will be no accounts receivable. No allowance for doubtful accounts is considered necessary to be established for amounts that may not be recoverable, since there has been no credit issued.

Software Development Costs and Capital Technology

The Company accounts for software development costs in accordance with several accounting pronouncements, including FASB ASC 730, Research and Development, FASB ASC 350-40, Internal-Use Software, FASB 985-20, Costs of Computer Software to be Sold, Leased, or Marketed and FASB ASC 350-50, Website Development Costs. The Company has capitalized the cost of the proprietary website technology, purchased from unrelated third party developers. Additional costs to customize, modify and betterment to the existing product was charged to expense as it was incurred.

There is no capitalized software costs. The estimated useful life of capitalized costs will be amortized over five years. Amortization will be computed on a straight line basis. The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the amortization period or the unamortized balance is warranted.

F-7

Long-lived assets and intangible property:

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The Company did not recognize any impairment losses for any periods presented.

Share-based payments

Share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The company may issue shares as compensation in the future periods for employee services.

The Company may issue restricted stock to consultants for various services. Cost for these transactions will be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The company has not issued shares during the periods presented, however it anticipates that shares may be issued in the future.

Revenue recognition

The Company recognizes revenue on arrangements in accordance with FASB ASC No. 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured.

The Company has not generated revenue, has not issued guarantees or other warrantees. The Company has not experienced any refund requests or committed to any adjustments for failed references. The Company does not believe that there is any liability.

Advertising

The costs of advertising are expensed as incurred. Advertising expense was $0 for the year ended December 31, 2015.

Research and Development

The Company expenses research and development costs when incurred. Research and development costs include software engineering and testing of product and outputs. Indirect costs related to research and developments are allocated based on percentage usage to the research and development. To current date, there have been no research and development expenses.

Income taxes

The Company accounts for income taxes under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") No. 740, Income Taxes ("ASC 740"). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

F-8

Earnings (loss) per share

Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares. The Company does not have any potentially dilutive instruments and, thus, anti-dilution issues are not applicable.

Recent Accounting Pronouncements

We have reviewed the FASB issued Accounting Standards Update ("ASU") accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

2. Going Concern

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan. The Company has incurred a net loss for the year ended December 31, 2015 in the amounts of $33,913. The Company has a history of losses, resulting in an accumulated deficit of $123,288. Furthermore, the Company has negative working capital of $41,638. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

3. Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.

The Company has generated operating losses from operations to date; based on uncertainties concerning its ability to generate taxable income in future periods any tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of December 31, 2015, deferred taxes amounted to approximately $123,288, off-set by a 100% valuation allowance.

F-9

The Company provides for income taxes, for the year ended December 31, is as follows:

2014

Current provision

Income tax provision (benefit) at statutory rate

$ (11,000 )
State income tax expense (benefit), net of federal benefit

0

Subtotal

(11,000 )
Valuation allowance

11,000

$ ---

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended December 31, 2014 or 2013.

Under the Internal Revenue Code of 1986, as amended, these losses can be carried forward twenty years. As of December 31, 2015 the Company has net operating loss carry forwards of approximately $123,288, which begin to expire in 2032.

Due to the change in ownership provisions of the Income Tax laws of United States of America, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years.

4. Related Party Transactions

Loans from Shareholder

The Company does not have an employment contract with its key employee, the sole shareholder who is the Chief Executive and Chief Technical Officer.

5. Equity

The total number of shares of capital stock which the Company shall have authority to issue is seventy-five million (75,000,000) common shares with a par value of $.001, of which 15,000,000 have been issued to the founder and 5,000,000 have been issued under a Form S1 registration statement at $0.01 per share. The Company intends to issue additional shares in an effort to raise capital to fund its operations. Common shareholders will have one vote for each share held.

F-10

No holder of shares of stock of any class is entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

There are no preferred shares authorized or outstanding. There have been no warrants or options issued or outstanding.

Effective December 31, 2014 the board of directors cancelled 15,000,000 common shares of our former officer and director, Jeannie Bacal. Effective December 31, 2014, the board of directors issued Rafael Solorio 15,000,000 common shares of stock for appointment as an officer and director. The shares were effectively transferred under a private equity transaction; therefore, no gain or loss was recognized by this transaction. As a result of the issuance and cancellation; Rafael Solorio now owns approximately 75% of the total outstanding shares of our Common Stock.

6. Contingencies

Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company's financial position or results of operations.

7. Subsequent Events

On March 18, 2016, Rafael Solorio, the Chief Executive Officer and a significant shareholder of the Company, privately sold 15,000,000 shares of common stock of the Company, constituting approximately 75% of the Company's then outstanding shares, to Kirkland Holding Co., a Delaware corporation ("Kirkland") controlled by Roger B. McKeague, pursuant to a stock purchase agreement. On March 18, 2016, a change in control of the Company occurred in which Roger McKeague was elected a director and appointed to serve as Chief Executive Officer, Chief Accounting Officer, Treasurer and Secretary of the Company.

F-11

EX-10.1 2 sect_ex101.htm FORM OF STOCK PURCHASE AGREEMENT sect_ex101.htm

EXHIBIT 10.1

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT is entered into as of March 18, 2016 by and among Rafael Solorio, (hereinafter known as the "SELLER"), and the "BUYER" identified on the signature page, concerning certain "STOCK", more fully identified on the signature page of this Agreement.

WHEREAS, the STOCK was issued by Sector 5, Inc., a Nevada corporation (hereinafter known as the ISSUER), a public company trading on the over the counter market;

WHEREAS, SELLER is the legal and/or beneficial owner of the STOCK, the STOCK is in the form of Fifteen Million (15,000,000) common shares of the "ISSUER" more fully identified on the signature page;

WHEREAS, SELLER desires to sell and transfer to BUYER and BUYER desires to purchase in a private transaction in accordance with the terms and conditions provided for herein the STOCK; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties intending to be legally bound agree as follows:

ARTICLE I

PURCHASE AND SALE OF STOCK AND SECURITY

Section 1.1 SALE OF STOCK: Subject to the terms and conditions set forth in this Agreement, SELLER shall transfer and convey the STOCK to BUYER, free and clear of any and all liens, claims, and encumbrances, whatsoever, and BUYER shall purchase the STOCK from SELLER (the "TRANSACTION") by paying a total of $400,000.00.

Section 1.2 STATUS OF STOCK: It is agreed and understood that the STOCK to be sold pursuant to this Agreement is restricted stock, represent 75% voting control of the ISSUER, and were issued without registration under the Securities Act based upon a transaction exemption under Section 4(2) of the Securities Act.

Section 1.3 DEPOSIT & DELIVERY. Upon the execution of this Agreement, the SELLER shall immediately transfer the STOCK to the Escrow Agent, Law Offices of Joseph L. Pittera at 1308 Sartori Avenue, Suite 109 Torrance, California 90501, agreed upon by both BUYER and SELLER and the Escrow Agent shall hold in escrow the STOCK, and shall release the STOCK to BUYER upon the following conditions being met:

a. An OTC qualified fully reporting Company, and with newly re-audited financials from the Company's inception through March 18, 2016. SELLER shall deliver Sector 5, Inc. in this form at his own expense and upon delivery the BUYER shall instruct the Escrow Agent to release the $400,000.00.

ARTICLE II

PRECONDITIONS TO CLOSING/DUE DILIGENCE

Section 2.1 CONDITIONS TO CONSUMMATION OF THE TRANSACTION: The respective obligations of the parties with respect to this TRANSACTION shall be subject to satisfaction of conditions customary to transactions of this type, including without limitation, (a) execution of this Stock Purchase Agreement by all parties; (b) absence of a material adverse change in the financial condition, business, properties, assets or prospects of the ISSUER prior to Closing, (c) satisfactory completion by the BUYER of due diligence; (d) confirmation that the representations and warranties of each party are true and accurate in all respects, and (e) delivery of Sector 5, Inc. in the form and manner established by Section 1.3(a).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

SELLER represents and warrants that at the time of the execution of this Agreement and at the Closing thereof:

Section 3.1 MARKETABLE TITLE: The SELLER shall convey to BUYER good and marketable title in and to the STOCK, free and clear of any and all liens, claims, encumbrances.

Section 3.2 AUTHORITY: The SELLER has the right, power, legal capacity and authority to enter into and perform its respective obligations under this Agreement and no approvals or consents of any persons or entities are necessary in connection with it;

Section 3.3 CONTRACTS: SELLER is not a party to any agreement, contract, or written understanding, which would prevent them from lawfully entering into this Agreement.

Section 3.4 FINANCIAL INFORMATION: SELLER has delivered all available requested information regarding the ISSUER and such information is true, complete, correct, and accurate.

Section 3.5 NO MATERIAL ADVERSE CHANGE: To the knowledge of the SELLER, since the date of the initiation of negotiations regarding this TRANSACTION, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of the ISSUER (financial or otherwise), and no event has occurred or circumstance exists that may result in such a material adverse change.

Section 3.6 STOCKS OWNED BY SELLER WERE NOT REGISTERED: SELLER was issued stock by the Issuer for compensation.

ARTICLE IV

REPRESENTATION AND WARRANTIES OF THE BUYER

The BUYER represents and warrants that:

Section 4.1 The BUYER is a sophisticated investor. The BUYER has the financial ability to bear the economic risk of this investment, has adequate means for providing for the current needs and contingencies of the BUYER and has no need for immediate liquidity with respect to the investment in the Company.

Section 4.2 The BUYER:

(a) has evaluated the risks of a purchase of the STOCK and has relied solely upon his counsel and his own investigation of the ISSUER together with the information and representations made by the SELLER contained herein this Agreement and any written information and documents provided to BUYER by the SELLER and/or the ISSUER;

(b) has been given the opportunity to ask questions of, and receive answers from, the ISSUER and the SELLER concerning terms and conditions of the STOCK and other matters pertaining to this investment, and has been given the opportunity to obtain such additional information necessary to verify the accuracy of the information contained in any documents provided in order for the BUYER to evaluate the merits and risks of the purchase of the STOCK to the extent the ISSUER or SELLER possess such information or could acquire it without unreasonable efforts or expense, and has not been furnished with any other offering literature upon which the BUYER has relied;

(c) has not been furnished by SELLER with any oral or written representation or oral or written information upon which the BUYER has relied in connection with the private purchase of the STOCK that is not contained, or referred to, in this Agreement;

(d) has investigated the acquisition of the STOCK to the extent the BUYER has deemed necessary;

(e) is an accredited investor as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended;

(f) has determined that the STOCK is a suitable investment for the BUYER and that, at this time, the BUYER could bear a complete loss of an investment in the STOCK purchased hereby; and

Section 4.3 The BUYER is not relying on the SELLER or the ISSUER or any of its affiliates or this Agreement with respect to the BUYER's tax consequences with respect to the BUYER's purchase of the STOCK.

Section 4.4 No federal or state agency has passed upon the STOCK or made any finding or determination as to the fairness of this investment.

ARTICLE V

EXPENSES

Section 5.1 EXPENSES. Each of the parties shall be responsible for their own expenses in connection with this Agreement and consummation of the TRANSACTION contemplated hereby.

ARTICLE VI

THE CLOSING

Section 6.1 SELLER OBLIGATIONS: At the Closing, SELLER shall deliver to BUYER:

(a) Original Stock Certificate, together with executed stock powers, containing a Signature Guarantee acceptable to the Transfer Agent, Securities Transfer Corp. 2591 Dallas Parkway, Suite 102, and such other documents to show the authority of the SELLER to endorse and transfer the STOCK.

(b) All other instruments or documents as may be reasonably required to consummate the TRANSACTION contemplated by this Agreement.

Section 6.2 BUYERS' OBLIGATIONS: At the Closing, BUYER shall deliver to SELLER the following:

(a) The PURCHASE PRICE for the STOCK as set forth in this Agreement.

Section 6.3 THE CLOSING. The Closing shall occur on or before March 18, 2016 or if agreeable to both parties as soon thereafter as possible using reasonable diligence and efforts.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1 ASSIGNMENT: Either party may assign or transfer their interest and/or rights under this Agreement without the prior written consent of the other provided that nothing contained herein shall relieve the original party of liability for any obligations contained herein.

Section 7.2 BINDING EFFECT: This Agreement shall be binding upon the parties hereto and their personal representatives, executors, heirs, beneficiaries, successors, and permitted assigns, if any.

Section 7.3 NOTICES: Unless otherwise changed by written notice, any notice or other communications required or permitted hereunder shall be deemed given if sent postage prepaid, return receipt requested, addressed to the respective party at the address set forth on the signature page of this Agreement.

Section 7.4: GOVERNING LAW: This Agreement shall be governed and interpreted solely in accordance with the laws of the State of Nevada and applicable U.S. federal law, if any, and in each case without regard to their choice of laws principles.

Section 7.5: LEGAL FORM: The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement or have been given the right to be so represented.

Section 7.6: ENTIRE AGREEMENT: This Agreement embodies the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior, and contemporaneous, negotiations, agreements, and understandings, whether written or oral. This Agreement, or any provision herein, may not be changed, waived, discharged, or terminated, except by an express written instrument signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of date first written above.

SELLER:

By:
/s/ Rafael Solorio

Name:
Rafael Solorio

Title:
an individual

BUYER:

By:
/s/ Roger B. McKeague

Name:
Kirkland Holding Co.

Title:
President

Definitions used in the Agreement

ISSUER means Sector 5, Inc., a Nevada corporation.

PURCHASE PRICE for the STOCK means $400,000.

STOCK means 15,000,000 shares of common stock of the ISSUER.

EX-14.1 3 sect_ex141.htm CODE OF BUSINESS CONDUCT AND ETHICS sect_ex141.htm

EXHIBIT 14.1

SECTOR 5, INC.

(the "Company")

CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

This Code of Business Conduct and Ethics (the "Code") covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide the directors, officers, and employees of the Company. All Company directors, officers, and employees should conduct themselves accordingly and seek to avoid even the appearance of improper behavior in any way relating to the Company. In appropriate circumstances, this Code should also be provided to and followed by the Company's agents and representatives, including consultants.

Any director or officer who has any questions about this Code should consult with the Chief Executive Officer or the General Counsel as appropriate in the circumstances. If an employee has any questions about this Code, the employee should ask his or her supervisor how to handle the situation, or if the employee prefers, the Chief Executive Officer or General Counsel.

Scope of Code

This Code is intended to deter wrongdoing and to promote the following:

·
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·
full, fair, accurate, timely, and understandable disclosure in reports and documents the Company files with, or submits to, the Securities and Exchange Commission (the "SEC"), and in other communications made by the Company;

·
compliance with applicable governmental laws, rules, and regulations;

·
the prompt internal reporting of violations of this Code to the appropriate person or persons identified in this Code;

·
accountability for adherence to this Code; and

·
adherence to a high standard of business ethics.

Compliance with Laws, Rules, and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which the Company's ethical standards are built. All directors, officers, and employees should respect and obey all laws, rules, and regulations applicable to the business and operations of the Company. Although directors, officers, and employees are not expected to know all of the details of these laws, rules, and regulations, it is important to know enough to determine when to seek advice from the Chief Executive Officer, the General Counsel, supervisors, managers, other officers or other appropriate Company personnel.

Conflicts of Interest

A "conflict of interest" exists when an individual's private interest interferes in any way – or even appears to conflict – with the interests of the Company. A conflict of interest situation can arise when a director, officer, or employee takes actions or has interests that may make it difficult to perform his or her work on behalf of the Company in an objective and effective manner. Conflicts of interest may also arise when a director, officer, or employee, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.

Service to the Company should never be subordinated to personal gain and advantage. Conflicts of interest, whenever possible, should be avoided. In particular, clear conflict of interest situations involving directors, officers, and employees who occupy supervisory positions or who have discretionary authority in dealing with any third party may include the following:

·
any significant ownership interest in any supplier or customer;

·
any consulting or employment relationship with any customer, supplier, or competitor;

·
any outside business activity or other interests that detracts from an individual's ability to devote appropriate time and attention to his or her responsibilities to the Company or affects the individuals motivation or performance as an Employee;

·
the receipt of non-nominal gifts or excessive entertainment from any organization with which the Company has current or prospective business dealings

·
being in the position of supervising, reviewing, or having any influence on the job evaluation, pay, or benefit of any family member; and

·
selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable directors, officers, or employees are permitted to so purchase or sell.

It is almost always a conflict of interest for a Company officer or employee to work simultaneously for a competitor, customer, or supplier. No officer or employee may work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with the Company's customers, suppliers, and competitors, except on the Company's behalf.

Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. Conflicts of interest may not always be clear-cut and further review and discussions may be appropriate. Any director or officer who becomes aware of a conflict or potential conflict should bring it to the attention of the Chief Executive Officer and the General Counsel as appropriate in the circumstances. Any employee who becomes aware of a conflict or potential conflict should bring it to the attention of the Chief Executive Officer, the General Counsel, supervisor, manager, or other appropriate personnel. Supervisors and all employees are obligated to make the Chief Executive Officer and the General Counsel aware of any conflict or potential conflict that they may be aware of regarding any employee of the Company.

Insider Trading

Directors, officers, and employees who have access to confidential information relating to the Company are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Company's business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical and against Company policy but is also illegal. Directors, officers, and employees also should comply with insider trading standards and procedures adopted by the Company. If a question arises, the director, officer, or employee should consult with the Company's General Counsel. The Company, with the approval of the Board of Directors, may establish policies and periods where directors or employees may buy or sell Company stock so long as the director or employee conforms to applicable laws, Company policies and attests that the individual does not have access or possess any material non-public information.

Corporate Opportunities

Directors, officers, and employees are prohibited from taking for themselves personally or directing to a third party any opportunity that is discovered through the use of corporate property, information, or position without the consent of the Board of Directors. No director, officer, or employee may use corporate property, information, or position for improper personal gain, and no director, officer, or employee may compete with the Company directly or indirectly. Directors, officers, and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Competition and Fair Dealing

The Company seeks to compete in a fair and honest manner. The Company seeks competitive advantages through superior performance rather than through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each director, officer, and employee should endeavor to respect the rights of and deal fairly with the Company's customers, suppliers, service providers, competitors, and employees, including the making of unfair comments about competitor's products. No director, officer, or employee should take unfair advantage of anyone relating to the Company's business or operations through manipulation, concealment, or abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

To maintain the Company's valuable reputation, compliance with the Company's quality processes and safety requirements is essential. In the context of ethics, quality requires that the Company's products and services meet reasonable customer expectations and applicable published industry and governmental standards. All inspection and testing documents must be handled in accordance with all applicable regulations, and every employee is obligated to assure complete and accurate record keeping and documentation.

Illegal Discrimination and Sexual and Other Verbal or Physical Harassment

The Company is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or illegal sexual and other illegal verbal or physical harassment of any kind based on sex, age, race, color, religion, national origin, disability, ancestry, marital or veteran status, or any other legally protected status. Any director or employee who is aware of any such conduct or perceived conduct must be promptly reported to the Chief Executive Officer, the General Counsel or the head of human resources, who will promptly conduct an investigation. The Company may terminate for cause any employee who, as a result of its investigation, it judges has violated this or other such Company policy. Employees shall treat all persons with respect and fairness, and all relationships (whether written, oral or electronic) shall be businesslike and free of any illegal bias, prejudice, harassment, and retaliation.

Health and Safety

The Company strives to provide each employee with a safe and healthful work environment. Each officer and employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries, and unsafe equipment, practices, or conditions.

Violence and threatening behavior are not permitted. Officers and employees should report to work in a condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated and must be promptly reported to the Chief Executive Officer or the General Counsel, who will promptly conduct an investigation. The Company may terminate for cause any employee who, as a result of its investigation, it judges has violated this or other such Company policy.

Record-Keeping

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions.

Directors, officers and employees regularly use business expense accounts, which must be documented and recorded accurately. If an officer or employee is not sure whether a certain expense is legitimate, the employee should ask his or her supervisor or the Company's controller. Rules and guidelines are available from the Accounting Department.

All of the Company's books, records, accounts, and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions, and must conform both to applicable legal requirements and to the Company's system of internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation.

Business records and communications often become public, and the Company and its officers and employees in their capacity with the Company should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. The Company's records should always be retained or destroyed according to the Company's record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, directors, officers, and employees should consult with the Company's General Counsel before taking any action because it is critical that any impropriety or possible appearance of impropriety be avoided.

Confidentiality

Directors, officers, and employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, suppliers, joint venture partners, or others with whom the Company is considering a business or other transaction except when disclosure is authorized by an executive officer or required or mandated by laws or regulations. Confidential information includes all non-public information that might be useful or helpful to competitors or harmful to the Company or its customers and suppliers, if disclosed. It also includes information that suppliers and customers have entrusted to the Company. The obligation to preserve confidential information continues even after employment ends. Every employee must sign the then current employee confidentially, non-disclosure and assignment of invention agreement as a condition of employment and continued employment.

Protection and Proper Use of Company Assets

All directors, officers, and employees should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be immediately reported to the General Counsel for investigation. Company assets should be used for legitimate business purposes and should not be used for non-Company business.

The obligation to protect the Company's assets includes its proprietary information. Proprietary information includes intellectual property, such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information, and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

Entertainment, Gifts, Favors, and Gratuities

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided, or accepted by a director, officer, or employee, family member of a director, officer, or employee, or agent relating to the individual's position with the Company unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff, and (5) does not violate any laws or regulations. A director or officer should discuss with the Chief Executive Officer or General Counsel, and an employee should discuss with his or her supervisor, or if he prefers, the Chief Executive Officer or General Counsel, any gifts or proposed gifts that the individual is not certain are appropriate. Anything having an aggregate value in excess of $100 may create the possibility of a conflict and should be graciously declined with an explanation that acceptance would be in violation of Company policy, unless approved by the Chief Executive Officer and the General Counsel.

Political Contributions

The Company will not contribute directly or indirectly to political parties or candidates for office unless approved by the Board of Directors or the Audit Committee, and by the CEO and the General Counsel, and only in accordance with applicable laws.

Payments to Government Personnel

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer, or delivery to an official or employee of the U.S. government of a gift, favor, or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.

Corporate Disclosures

All directors, officers, and employees should support the Company's goal to have full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by the Company with the SEC. Although most employees hold positions that are far removed from the Company's required filings with the SEC, each director, officer, and employee should promptly bring to the attention of the Chief Executive Officer, the Chief Financial Officer, the General Counsel, the Controller, or the Audit Committee, as appropriate in the circumstances, any of the following:

·
Any material information to which such individual may become aware that affects the disclosures made by the Company in its public filings or would otherwise assist the Chief Executive Officer, the Chief Financial Officer, the General Counsel, the Controller, and the Audit Committee in fulfilling their responsibilities with respect to such public filings.

·
Any information the individual may have concerning (a) significant deficiencies in the design or operation of internal controls that could adversely affect the Company's ability to record, process, summarize, and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures, or internal controls.

·
Any information the individual may have concerning any violation of this Code, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company's financial reporting, disclosures, or internal controls.

·
Any information the individual may have concerning evidence of a material violation of the securities or other laws, rules, or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of this Code.

Corporate Communications, Public Relations and Investor Relations

Only the Chief Executive Officer and the Chief Financial Officer or their specific designee are authorized to communicate on behalf of the Company with shareholders, prospective investors, bankers, the press, broadcast media of the general public. Any inquiries from these sources should promptly be referred to on of these individuals without further comment.

Contracts

Only proper officers of the Company specifically designated by the CEO or CFO are authorized to enter into and execute contracts (whether written or oral) on behalf of the Company. All contracts must be approved by the General Counsel and by the CFO or Controller. No other director, officer, employee or agent of the Company has any authority (express, apparent, implied) to obligate the Company in any manner, or hold himself or herself out to any third party as having such authority.

Using Company Computer and Communication Resources

Employees may use the Company's electronic equipment at their desk or work station for incidental personal matters, however, employees are not guaranteed personal privacy on the Company's communications systems or of the information sent to, from, or stored in Company communications. All documents, including all electronic communications, whether business or personal related, are the Company's property, and they are subject to review by the Company at any time, whether in your presence or not.

·
Employees may not use Company computer and communication resources for communications that contain or promote any of the following:

·
abusive or objectionable language;

·
information that is illegal, obscene, or pornographic;

·
messages that are likely to result in the loss or damage of the recipient's work or system;

·
messages that are defamatory;

·
use that interferes with the work of the employee or others; or

·
solicitation of employees for any unauthorized purpose.

Right to Monitor/Right to Privacy

The Company reserves the right to monitor any Company mail systems, including electronic mail, computers, software, files or any other internal documents in any media, including electronic and hard copy. Employees do not have the right to privacy at his/her desk or work station and computer.

Waivers of the Code of Conduct

Any waiver of this Code for directors or executive officers may be made only by the Board of Directors or a committee of the Board and will be promptly disclosed to stockholders as required by applicable laws, rules, and regulations, including the rules of the SEC and under applicable exchange or Nasdaq rules. Any such waiver also must be disclosed in a Form 8-K.

Alcohol and Controlled Substances Abuse

The Company recognizes that alcoholism and other drug addiction are illnesses that are not easily resolved by personal effort and may require professional assistance and treatment. Employees with alcohol or other drug problems are strongly encouraged to take advantage of the diagnostic, referral, counseling and preventive services available through our health insurance plan that have been developed to assure confidentiality of participation.

Controlled substance or alcohol abuse does not excuse Employees from neglect of their employment responsibilities. Individuals whose work performance is impaired as the result of the use or abuse of alcohol or other drugs may be required to participate in an appropriate diagnostic evaluation and treatment plan. Employees are prohibited from engaging in the unlawful possession, use or distribution of alcohol or other illegal drugs on Company property or as part Company activities. Further, use of alcohol or controlled substantives off Company premises that in any way impairs work performance is also prohibited.

The unlawful manufacture, distribution, dispensation, possession or use of controlled substances is prohibited on Company property or as a part of Company activities. Individuals violating this policy are subject disciplinary action, as well as termination and possible referral for criminal prosecution.

Workplace Violence and Weapons

It is a violation of this policy to engage in Workplace Violence or use or to possess a Weapon, as defined below, at any time on Company premises, including common areas in the office building and in the parking lot or immediate surrounding areas.

Workplace Violence includes, but is not limited to, intimidation, threats, physical attack or property damage.

·
Intimidation: Includes but is not limited to stalking or engaging in actions intended to frighten, coerce, or induce duress.

·
Threat: The expression of intent to cause physical or mental harm. An expression constitutes a threat without regard to whether the party communicating the threat has the present ability to carry it out and without regard to whether the expression is contingent, conditional or future.

·
Physical Attack: Unwanted or hostile physical contact such as hitting, fighting, pushing, shoving or throwing objects.

·
Property Damage: Intentional damage to property which includes property owned by the Company, employees, visitors or vendors.

Weapons are defined as: (1) a loaded or unloaded firearm, whether operable or inoperable, (2) a knife, stabbing instrument, brass knuckles, blackjack, club, or other object specifically designed or customarily carried or possessed for use as a weapon, (3) an object that is likely to cause death or bodily injury when used as a weapon and that is used as a weapon or carried or possessed for use as a weapon, or (4) an object or device that is used or fashioned in a manner to lead a person to believe the object or device is a firearm or an object which is likely to cause death or bodily injury. Employees must report any real or reasonably perceived suspicious activities or intimidating verbal or physical threats immediately to the local police and to the CEO, the General Counsel or any other Company officer.

Reporting any Illegal or Unethical Behavior or Violations of this Code of Ethics

Directors and officers are encouraged to talk to the Chief Executive Officer or the General Counsel, and employees are encouraged to talk to Chief Executive Officer, the General Counsel, supervisors, managers, or other appropriate personnel when in doubt about the best course of action in a particular situation. Directors, officers, and employees should report any observed illegal or unethical behavior and any perceived violations of laws, rules, regulations, or this Code to the Chief Executive Officer or General Counsel or directly to any member of the Audit Committee of the Board of Directors. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith. Directors, officers, and employees are expected to cooperate in internal investigations of misconduct.

The Company maintains a Whistleblower Policy attached hereto and incorporated herein as Schedule A for (1) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and (2) the confidential, anonymous submission by the Company's employees of concerns regarding questionable accounting or auditing matters.

Enforcement

The Board of Directors, the Audit Committee, or the CEO in consultation with the General Counsel, and when they deem it appropriate, with the Board of Directors or the Audit Committee, shall determine appropriate actions to be taken in the event of violations of this Code. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code and to these additional procedures, and may include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board), and termination of the individual's employment or position. In determining the appropriate action in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action, and whether or not the individual in question had committed other violations in the past.

Publicly Available: This Code shall be posted on the Company's website.

Schedule A

SECTOR 5, INC. - WHISTLEBLOWER POLICY

Introduction

The Company has adopted a Code of Business Conduct and Ethics applicable to all employees that urges employees promptly to discuss with or disclose to their supervisor, the CEO, the General Counsel, or the Chairman of the Audit Committee events of questionable, fraudulent, or illegal nature. In addition, the Company recently adopted a Code of Ethics for the Chief Executive Officer and senior financial officers that, among other things, requires prompt internal reporting of violations of that Code, the Code of Business Conduct and Ethics, fraud, and a variety of other matters.

As an additional measure to support our commitment to ethical conduct, the Audit Committee of our Board of Directors has adopted the following policies and procedures for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal controls, or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

1. Reporting of Concerns or Complaints Regarding Accounting, Internal Controls, or Auditing Matters.

Taking action to prevent problems is part of the Company's culture. If you observe possible unethical or illegal conduct, you are encouraged to report your concerns. Employees and others involved with the Company are urged to come forward with any such information, without regard to the identity of position of the suspected offender.

Employees and others may choose any of the following modes of communicating suspected violations of law, policy, or other wrongdoing, as well as any concerns regarding questionable accounting or auditing matters (including deficiencies in internal controls):

·
Report the matter to your supervisor; or

·
Report the matter to the Company's CEO or General Counsel; or

·
Report the matter to the Chairman of the Audit Committee.

2. Confidentiality.

The Company will treat all communications under this Policy in a confidential manner, except to the extent necessary (a) to conduct a complete and fair investigation, or (b) for reviews of Company operations by the Company's Board of Directors, its Audit Committee, and the Company's independent public accountants and the Company's outside legal counsel.

Moreover, if your situation requires that your identity be protected, you are still encouraged to please submit an anonymous report to the Audit Committee Chairman. Please call or have someone else call the CEO or General Counsel requesting the name and address of the Audit Committee member, and if they for any reason fail to provide you with the information at the time you speak to one of them, call the Company's external auditors to obtain such information. In the alternative, you may contact the Chairman directly by sending a letter addressed as follows: "Mr. Roger McKeague, Sector 5, Inc., 2000 Duke Street, Suite 110, Alexandria, VA 22314."

Retaliation

Any individual who in good faith reports a possible violation of the Company's Code of Business Conduct and Ethics, the Code of Ethics for the Chief Executive Officer and senior financial officers, or of law, or any concerns regarding questionable accounting or auditing matters, even if the report is mistaken, or who assists in the investigation of a reported violation, will be protected by the Company. Retaliation in any form against these individuals will not be tolerated. Any act of retaliation should be reported immediately and will be disciplined appropriately.

Specifically, the Company will not discharge, demote, suspend, threaten, harass, or in any other manner discriminate or retaliate against any employee in the terms and conditions of the employee's employment because of any lawful act done by that employee to either (a) provide information, cause information to be provided, or otherwise assist in any investigation regarding any conduct that the employee reasonably believes constitutes a violation of any Company code of conduct, law, rule, or regulation, including any rule or regulation of the Securities and Exchange Commission or any provision of Federal law relating to fraud against shareholders, or (b) file, cause to be filed, testify, participate in, or otherwise assist in a proceeding filed or, to the employee's knowledge, about to be filed relating to an alleged violation of any such law, rule, or regulation.

EX-14.2 4 sect_ex142.htm CODE OF ETHICS FOR THE CEO AND SENIOR FINANCIAL OFFICERS sect_ex142.htm

EXHIBIT 14.2

SECTOR 5, INC.

(the "Company")

CODE OF ETHICS FOR THE CEO AND SENIOR FINANCIAL OFFICERS

The Company has a Code of Business Conduct and Ethics applicable to all directors and employees of the Company. The Chief Executive Officer and all senior financial officers, including the Chief Financial Officer and principal accounting officer and Controller are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest, and compliance with law. In addition to the Code of Business Conduct and Ethics, the Chief Executive Officer and senior financial officers are subject to the following additional specific policies:

1.
The Chief Executive Officer and all senior financial officers are responsible for full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by the Company with the SEC. Accordingly, it is the responsibility of the Chief Executive Officer and each senior financial officer promptly to bring to the attention of the General Counsel or, if appropriate, to outside counsel, and if applicable, to the Audit Committee any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise assist the General Counsel and the Audit Committee in fulfilling their responsibilities.
2.
The Chief Executive Officer and each senior financial officer shall promptly bring to the attention of the General Counsel or, if appropriate, to outside counsel, if applicable, and the Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls that could adversely affect the Company's ability to record, process, summarize, and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.
3.
The Chief Executive Officer and each senior financial officer shall promptly bring to the attention of the General Counsel or, if appropriate, to outside counsel, and to the Audit Committee any information he or she may have concerning any violation of this Code or the Company's Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company's financial reporting, disclosures, or internal controls.
4.
The Chief Executive Officer and each senior financial officer shall promptly bring to the attention of the General Counsel or, if appropriate, to outside counsel, and if applicable, and the Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules, or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of these additional procedures.
5.
The Board of Directors or the Audit Committee shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics or of these additional procedures by the Chief Executive Officer and the Company's senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to these additional procedures, and may include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board), and termination of the individual's employment. In determining the appropriate action in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action, and whether or not the individual in question had committed other violations in the past.

Publicly Available: This Code shall be posted on the Company's website.

EX-31.1 5 sect_ex311.htm CERTIFICATION sect_ex311.htm

EXHIBIT 31.1

302 CERTIFICATION

I, Roger B. McKeague, certify that:

1.
I have reviewed this Annual Report on Form 10-K of Sector 5, 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 the report;
4.
The registrant's other certifying officer(s) 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(s) 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 the 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.

Date: April 14, 2016 By: /s/ Roger B. McKeague

Roger B. McKeague

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer and
Principal Financial and Accounting Officer)

EX-32.1 6 sect_ex321.htm CERTIFICATION sect_ex321.htm

EXHIBIT 32.1

SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL

FINANCIAL AND ACCOUNTING OFFICER

In connection with the Annual Report of Sector 5, Inc., (the "Company") on Form 10-K for the period ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roger McKeague, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.
The Report fully complies with 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.

Dated: April 14, 2016 By: /s/ Roger B. McKeague

Roger B. McKeague

Chief Executive Officer, Chief Financial Officer,
Secretary and Treasurer (principal executive officer and
principal financial and accounting officer)

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Nature of Operations   SECTOR 5, INC. ("Sector 5" or the "Company") was incorporated in the State of Nevada on April 11, 2012. On March 18, 2016 a change in control of the Company occurred. The change in control includes plans to relaunch the Company to sell branded electronic products targeting the educational and consumer electronics markets. Sector 5 plans to take advantage of the educational market to initiate targeting the retail consumer electronics market using a supply-chain methodology involving Open Innovation. Sector 5 has relationships with Chinese suppliers and American ingenuity that allows us to create products with latest technology, matching market expectations at the best pricing. Furthermore, we intend to use mobile carriers as sales channels on some unique new 4G LTE products which employ mobile data networks.   Basis of Presentation   The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States.   Use of Estimates   The Financial Statements have been prepared in conformity with U.S. GAAP, which requires using management's best estimates and judgments where appropriate. These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ materially from these good faith estimates and judgments.   Financial Instruments   The Company's balance sheet includes cash and accounts payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.   Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 "Fair Value Measurements and Disclosures" (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 5%; font: 12pt Times New Roman, Times, Serif; text-align: center">·</td> <td style="width: 95%; font: 12pt Times New Roman, Times, Serif; text-align: justify">Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities</td></tr> <tr> <td> </td> <td> </td></tr> <tr style="vertical-align: top"> <td style="font: 12pt Times New Roman, Times, Serif; text-align: center">·</td> <td style="font: 12pt Times New Roman, Times, Serif; text-align: justify">Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.</td></tr> <tr> <td> </td> <td> </td></tr> <tr style="vertical-align: top"> <td style="font: 12pt Times New Roman, Times, Serif; text-align: center">·</td> <td style="font: 12pt Times New Roman, Times, Serif; text-align: justify">Level 3 - Inputs that are both significant to the fair value measurement and unobservable.</td></tr> </table>   Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.   The Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Company's financial statements.   As of December 31, 2015 and the fair values of the Company's financial instruments approximate their historical carrying amount.   Cash and Cash Equivalents   Cash and cash equivalents includes all cash deposits and highly liquid financial instruments with a maturity of three months or less.   Cash Flow Reporting   The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method ("Indirect method") as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.   Accounts Receivable, Credit   The Company currently has not generated any revenue from operations. The Company will be charging for referral fees at the time a referral is placed. Fee for referral will be based on a negotiation between third parties. There is no subscription base for belonging to the group. Billings will occur at the point of referral transmission and collection on customer accounts through credit cards or direct payments. The Company does not issue credit on services provided, therefore there will be no accounts receivable. No allowance for doubtful accounts is considered necessary to be established for amounts that may not be recoverable, since there has been no credit issued.   Software Development Costs and Capital Technology   The Company accounts for software development costs in accordance with several accounting pronouncements, including FASB ASC 730, Research and Development, FASB ASC 350-40, Internal-Use Software, FASB 985-20, Costs of Computer Software to be Sold, Leased, or Marketed and FASB ASC 350-50, Website Development Costs. The Company has capitalized the cost of the proprietary website technology, purchased from unrelated third party developers. Additional costs to customize, modify and betterment to the existing product was charged to expense as it was incurred.   There is no capitalized software costs. The estimated useful life of capitalized costs will be amortized over five years. Amortization will be computed on a straight line basis. The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the amortization period or the unamortized balance is warranted.   Long-lived assets and intangible property:   Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The Company did not recognize any impairment losses for any periods presented.   Share-based payments   Share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The company may issue shares as compensation in the future periods for employee services.   The Company may issue restricted stock to consultants for various services. Cost for these transactions will be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The company has not issued shares during the periods presented, however it anticipates that shares may be issued in the future.   Revenue recognition   The Company recognizes revenue on arrangements in accordance with FASB ASC No. 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured.   The Company has not generated revenue, has not issued guarantees or other warrantees. The Company has not experienced any refund requests or committed to any adjustments for failed references. The Company does not believe that there is any liability.   Advertising   The costs of advertising are expensed as incurred. Advertising expense was $0 for the year ended December 31, 2015.   Research and Development   The Company expenses research and development costs when incurred. Research and development costs include software engineering and testing of product and outputs. Indirect costs related to research and developments are allocated based on percentage usage to the research and development. To current date, there have been no research and development expenses.   Income taxes   The Company accounts for income taxes under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") No. 740, Income Taxes ("ASC 740"). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.   Earnings (loss) per share   Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares. The Company does not have any potentially dilutive instruments and, thus, anti-dilution issues are not applicable.   Recent Accounting Pronouncements   We have reviewed the FASB issued Accounting Standards Update ("ASU") accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.   The Company has generated operating losses from operations to date; based on uncertainties concerning its ability to generate taxable income in future periods any tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of December 31, 2015, deferred taxes amounted to approximately $123,288, off-set by a 100% valuation allowance.   The Company provides for income taxes, for the year ended December 31, is as follows:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td> <td style="text-align: justify"> </td> <td colspan="2" id="hdcell" style="border-bottom: black 1pt solid; text-align: center">2014</td> <td style="text-align: justify"> </td></tr> <tr> <td style="vertical-align: top; text-align: justify">Current provision</td> <td style="vertical-align: bottom; text-align: justify"> </td> <td colspan="2" id="ffcell" style="vertical-align: bottom; text-align: right"> </td> <td style="vertical-align: bottom; text-align: justify"> </td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: top; width: 89%; text-align: justify">Income tax provision (benefit) at statutory rate</td> <td style="vertical-align: bottom; width: 1%; text-align: justify"> </td> <td style="vertical-align: bottom; width: 1%; text-align: justify">$</td> <td style="vertical-align: bottom; width: 8%; text-align: right">(11,000</td> <td style="vertical-align: bottom; width: 1%; text-align: justify">)</td></tr> <tr style="background-color: white"> <td style="vertical-align: top; text-align: justify">State income tax expense (benefit), net of federal benefit</td> <td style="vertical-align: bottom; text-align: justify"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; vertical-align: bottom; text-align: right">0</td> <td style="vertical-align: bottom; text-align: justify"> </td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: top; text-align: justify">Subtotal</td> <td style="vertical-align: bottom; text-align: justify"> </td> <td style="vertical-align: bottom; text-align: justify"> </td> <td style="vertical-align: bottom; text-align: right">(11,000</td> <td style="vertical-align: bottom; text-align: justify">)</td></tr> <tr style="background-color: white"> <td style="vertical-align: top; text-align: justify">Valuation allowance</td> <td style="vertical-align: bottom; text-align: justify"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; vertical-align: bottom; text-align: right">11,000</td> <td style="vertical-align: bottom; text-align: justify"> </td></tr> <tr style="background-color: #CCEEFF"> <td style="text-align: justify"> </td> <td style="vertical-align: bottom; text-align: justify"> </td> <td style="vertical-align: bottom; border-bottom: black 2.25pt double; text-align: justify">$</td> <td style="border-bottom: black 2.25pt double; vertical-align: bottom; text-align: right">---</td> <td style="vertical-align: bottom; text-align: justify"> </td></tr> </table>   The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended December 31, 2014 or 2013.   Under the Internal Revenue Code of 1986, as amended, these losses can be carried forward twenty years. As of December 31, 2015 the Company has net operating loss carry forwards of approximately $123,288, which begin to expire in 2032.   Due to the change in ownership provisions of the Income Tax laws of United States of America, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years.

Loans from Shareholder   During the year ended December 31, 2015, a related party assisted the Company in support of its operations by providing payments to the Company's vendors for $18,637. The Company has recorded the liability to this related party in other payables as the amounts are temporary in nature and have not been formalized by a promissory note. These amounts are considered due on demand and non-interest bearing.   In support of the Company's efforts and cash requirements, it is relying on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. Amounts represent advances or amounts paid in satisfaction of certain liabilities as they come due. The advances are considered temporary in nature and have not been formalized by a promissory note. Notes are considered payable on demand and is non-interest bearing. The majority shareholder has pledged her support to fund continuing operations; however there is no written commitment to this effect. The Company is dependent upon the continued support of this member.   We currently lease 800 square feet of office space and pay $1,500 per month in rent. Prior to the change in control and for the presented periods, we were provided office space free of charge by our officer and director. We are not required to pay for our office space in Shenzhen, China, which is provided to us free by our representative there. Rent was $0 for all periods presented.   The Company does not have an employment contract with its key employee, the sole shareholder who is the Chief Executive and Chief Technical Officer.   The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

The total number of shares of capital stock which the Company shall have authority to issue is seventy-five million (75,000,000) common shares with a par value of $.001, of which 15,000,000 have been issued to the founder and 5,000,000 have been issued under a Form S1 registration statement at $0.01 per share. The Company intends to issue additional shares in an effort to raise capital to fund its operations. Common shareholders will have one vote for each share held.   No holder of shares of stock of any class is entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.   There are no preferred shares authorized or outstanding. There have been no warrants or options issued or outstanding.   Effective December 31, 2014 the board of directors cancelled 15,000,000 common shares of our former officer and director, Jeannie Bacal. Effective December 31, 2014, the board of directors issued Rafael Solorio 15,000,000 common shares of stock for appointment as an officer and director. The shares were effectively transferred under a private equity transaction; therefore, no gain or loss was recognized by this transaction. As a result of the issuance and cancellation; Rafael Solorio now owns approximately 75% of the total outstanding shares of our Common Stock.

Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.   From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company's financial position or results of operations.

On March 18, 2016, Rafael Solorio, the Chief Executive Officer and a significant shareholder of the Company, privately sold 15,000,000 shares of common stock of the Company, constituting approximately 75% of the Company's then outstanding shares, to Kirkland Holding Co., a Delaware corporation ("Kirkland") controlled by Roger B. McKeague, pursuant to a stock purchase agreement. On March 18, 2016, a change in control of the Company occurred in which Roger McKeague was elected a director and appointed to serve as Chief Executive Officer, Chief Accounting Officer, Treasurer and Secretary of the Company.

SECTOR 5, INC. ("Sector 5" or the "Company") was incorporated in the State of Nevada on April 11, 2012. On March 18, 2016 a change in control of the Company occurred. The change in control includes plans to relaunch the Company to sell branded electronic products targeting the educational and consumer electronics markets. Sector 5 plans to take advantage of the educational market to initiate targeting the retail consumer electronics market using a supply-chain methodology involving Open Innovation. Sector 5 has relationships with Chinese suppliers and American ingenuity that allows us to create products with latest technology, matching market expectations at the best pricing. Furthermore, we intend to use mobile carriers as sales channels on some unique new 4G LTE products which employ mobile data networks.

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States.

The Financial Statements have been prepared in conformity with U.S. GAAP, which requires using management's best estimates and judgments where appropriate. These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ materially from these good faith estimates and judgments.

The Company's balance sheet includes cash and accounts payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.   Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 "Fair Value Measurements and Disclosures" (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:   <table cellspacing="0" cellpadding="0" style="width: 100%"> <tr style="vertical-align: top"> <td style="width: 5%; font: 12pt Times New Roman, Times, Serif; text-align: center">·</td> <td style="width: 95%; font: 12pt Times New Roman, Times, Serif; text-align: justify">Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities</td></tr> <tr> <td> </td> <td> </td></tr> <tr style="vertical-align: top"> <td style="font: 12pt Times New Roman, Times, Serif; text-align: center">·</td> <td style="font: 12pt Times New Roman, Times, Serif; text-align: justify">Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.</td></tr> <tr> <td> </td> <td> </td></tr> <tr style="vertical-align: top"> <td style="font: 12pt Times New Roman, Times, Serif; text-align: center">·</td> <td style="font: 12pt Times New Roman, Times, Serif; text-align: justify">Level 3 - Inputs that are both significant to the fair value measurement and unobservable.</td></tr> </table>   Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.   The Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Company's financial statements.   As of December 31, 2015 and the fair values of the Company's financial instruments approximate their historical carrying amount.

Cash and cash equivalents includes all cash deposits and highly liquid financial instruments with a maturity of three months or less.

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method ("Indirect method") as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

The Company currently has not generated any revenue from operations. The Company will be charging for referral fees at the time a referral is placed. Fee for referral will be based on a negotiation between third parties. There is no subscription base for belonging to the group. Billings will occur at the point of referral transmission and collection on customer accounts through credit cards or direct payments. The Company does not issue credit on services provided, therefore there will be no accounts receivable. No allowance for doubtful accounts is considered necessary to be established for amounts that may not be recoverable, since there has been no credit issued. The Company accounts for software development costs in accordance with several accounting pronouncements, including FASB ASC 730, Research and Development, FASB ASC 350-40, Internal-Use Software, FASB 985-20, Costs of Computer Software to be Sold, Leased, or Marketed and FASB ASC 350-50, Website Development Costs. The Company has capitalized the cost of the proprietary website technology, purchased from unrelated third party developers. Additional costs to customize, modify and betterment to the existing product was charged to expense as it was incurred.   There is no capitalized software costs. The estimated useful life of capitalized costs will be amortized over five years. Amortization will be computed on a straight line basis. The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the amortization period or the unamortized balance is warranted.

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The Company did not recognize any impairment losses for any periods presented.

Share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The company may issue shares as compensation in the future periods for employee services.   The Company may issue restricted stock to consultants for various services. Cost for these transactions will be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The company has not issued shares during the periods presented, however it anticipates that shares may be issued in the future.

The Company recognizes revenue on arrangements in accordance with FASB ASC No. 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured.   The Company has not generated revenue, has not issued guarantees or other warrantees. The Company has not experienced any refund requests or committed to any adjustments for failed references. The Company does not believe that there is any liability.

The costs of advertising are expensed as incurred. Advertising expense was $0 for the year ended December 31, 2015.

The Company expenses research and development costs when incurred. Research and development costs include software engineering and testing of product and outputs. Indirect costs related to research and developments are allocated based on percentage usage to the research and development. To current date, there have been no research and development expenses.

The Company accounts for income taxes under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") No. 740, Income Taxes ("ASC 740"). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares. The Company does not have any potentially dilutive instruments and, thus, anti-dilution issues are not applicable.

We have reviewed the FASB issued Accounting Standards Update ("ASU") accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

The Company provides for income taxes, for the year ended December 31, is as follows:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"> </td> <td style="text-align: justify"> </td> <td colspan="2" id="hdcell" style="border-bottom: black 1pt solid; text-align: center">2014</td> <td style="text-align: justify"> </td></tr> <tr> <td style="vertical-align: top; text-align: justify">Current provision</td> <td style="vertical-align: bottom; text-align: justify"> </td> <td colspan="2" id="ffcell" style="vertical-align: bottom; text-align: right"> </td> <td style="vertical-align: bottom; text-align: justify"> </td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: top; width: 89%; text-align: justify">Income tax provision (benefit) at statutory rate</td> <td style="vertical-align: bottom; width: 1%; text-align: justify"> </td> <td style="vertical-align: bottom; width: 1%; text-align: justify">$</td> <td style="vertical-align: bottom; width: 8%; text-align: right">(11,000</td> <td style="vertical-align: bottom; width: 1%; text-align: justify">)</td></tr> <tr style="background-color: white"> <td style="vertical-align: top; text-align: justify">State income tax expense (benefit), net of federal benefit</td> <td style="vertical-align: bottom; text-align: justify"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; vertical-align: bottom; text-align: right">0</td> <td style="vertical-align: bottom; text-align: justify"> </td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: top; text-align: justify">Subtotal</td> <td style="vertical-align: bottom; text-align: justify"> </td> <td style="vertical-align: bottom; text-align: justify"> </td> <td style="vertical-align: bottom; text-align: right">(11,000</td> <td style="vertical-align: bottom; text-align: justify">)</td></tr> <tr style="background-color: white"> <td style="vertical-align: top; text-align: justify">Valuation allowance</td> <td style="vertical-align: bottom; text-align: justify"> </td> <td style="vertical-align: bottom; border-bottom: black 1pt solid; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; vertical-align: bottom; text-align: right">11,000</td> <td style="vertical-align: bottom; text-align: justify"> </td></tr> <tr style="background-color: #CCEEFF"> <td style="text-align: justify"> </td> <td style="vertical-align: bottom; text-align: justify"> </td> <td style="vertical-align: bottom; border-bottom: black 2.25pt double; text-align: justify">$</td> <td style="border-bottom: black 2.25pt double; vertical-align: bottom; text-align: right">---</td> <td style="vertical-align: bottom; text-align: justify"> </td></tr> </table>

61650

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan. The Company has incurred a net loss for the year ended December 31, 2015 in the amounts of $33,913. The Company has a history of losses, resulting in an accumulated deficit of $123,288. Furthermore, the Company has negative working capital of $41,638. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.   In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.   There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2015	Apr. 08, 2016	Jun. 30, 2015
Document And Entity Information
Entity Registrant Name	Sector 5, Inc.
Entity Central Index Key	0001550737
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 26,000,000
Entity Common Stock, Shares Outstanding		20,000,000
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2015

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BALANCE SHEETS - USD ($)	Dec. 31, 2015	Dec. 31, 2014
CURRENT ASSETS:
Cash and cash equivalents	$ 62	$ 17
Total Current Assets	62	17
TOTAL ASSETS	62	17
CURRENT LIABILITIES:
Accounts payable	23,063	$ 7,742
Other payable, related party	18,637
Total Current Liabilities	41,700	$ 7,742
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value; 75,000,000 shares authorized; 20,000,000 shares issued and outstanding	20,000	20,000
Additional Paid in Capital	61,650	61,650
Accumulated deficit	(123,288)	(89,375)
Total Stockholders' Equity	(41,638)	(7,725)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 62	$ 17

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BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
STOCKHOLDERS' EQUITY
Common stock, par value	$ 0.001	$ 0.001
Common stock shares, authorized	75,000,000	75,000,000
Common stock shares, issued	20,000,000	20,000,000
Common stock shares, outstanding	20,000,000	20,000,000

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STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2015	Dec. 31, 2014
REVENUE:
Sales
Total revenue
COST OF GOODS SOLD
GROSS MARGIN
OPERATING EXPENSES
Stock based compensation		$ 15,000
Selling, general and administrative expenses	$ 33,913	24,301
TOTAL OPERATING EXPENSES	33,913	39,301
LOSS FROM OPERATIONS	$ (33,913)	$ (39,301)
OTHER EXPENSE (INCOME)
Interest expense
Interest income
TOTAL OTHER EXPENSE (INCOME)
NET LOSS	$ (33,913)	$ (39,301)
NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$ (0.00)	$ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED	20,000,000	20,000,000

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STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)	Common Stock	Capital in Excess of Par Value	Accumulated Deficit	Total
Beginning Balance, Shares at Dec. 31, 2012	2,000,000
Beginning Balance, Amount at Dec. 31, 2012	$ 20,000	$ 42,350	$ (14,229)	$ 48,121
Net loss			(35,845)	(35,845)
Ending Balance, Shares at Dec. 31, 2013	2,000,000
Ending Balance, Amount at Dec. 31, 2013	$ 20,000	$ 42,350	$ (50,074)	12,276
Issuance of common stock for services, December 2014, Shares	15,000,000
Issuance of common stock for services, December 2014, Amount	$ 15,000			$ 15,000
Cancellation of common stock, Shares	(15,000,000)
Cancellation of common stock, Amount	$ (15,000)	$ 15,000
Capital contribution from shareholder		$ 4,300		$ 4,300
Net loss			$ (39,301)	(39,301)
Ending Balance, Shares at Dec. 31, 2014	2,000,000
Ending Balance, Amount at Dec. 31, 2014	$ 20,000	$ 61,650	(89,375)	(7,725)
Net loss			(33,913)	(33,913)
Ending Balance, Shares at Dec. 31, 2015	2,000,000
Ending Balance, Amount at Dec. 31, 2015	$ 20,000	$ 61,650	$ (123,288)	$ (41,638)

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STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2015	Dec. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (33,913)	$ (39,301)
Stock based compensation		15,000
Adjustments to reconcile net loss to net cash and cash equivalents provided by operating activities:
Increase in accounts payable	$ 15,321	1,701
Net cash used by operating activities	$ (18,592)	$ (22,600)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in other payable, related party	$ 18,637
Capital contribution from stockholder		$ 4,300
Net cash provided by financing activities	18,637	4,300
Net decrease in cash and cash equivalents	45	(18,300)
Cash and cash equivalents, beginning of period	17	18,317
Cash and cash equivalents, end of period	$ 62	$ 17
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
Cash paid for taxes

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1. Nature of Operations and Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

1. Nature of Operations and Significant Accounting Policies

Nature of Operations

Basis of Presentation

Use of Estimates

Financial Instruments

·	Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

·	Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

·	Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

As of December 31, 2015 and the fair values of the Company's financial instruments approximate their historical carrying amount.

Cash and Cash Equivalents

Cash and cash equivalents includes all cash deposits and highly liquid financial instruments with a maturity of three months or less.

Cash Flow Reporting

Accounts Receivable, Credit

Software Development Costs and Capital Technology

Long-lived assets and intangible property:

Share-based payments

Revenue recognition

Advertising

The costs of advertising are expensed as incurred. Advertising expense was $0 for the year ended December 31, 2015.

Research and Development

Income taxes

Earnings (loss) per share

Recent Accounting Pronouncements

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2. Going Concern

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

2. Going Concern

XML 21 R9.htm IDEA: XBRL DOCUMENT

3. Income Taxes

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

3. Income Taxes

The Company provides for income taxes, for the year ended December 31, is as follows:

	2014
Current provision
Income tax provision (benefit) at statutory rate	$	(11,000	)
State income tax expense (benefit), net of federal benefit		0
Subtotal		(11,000	)
Valuation allowance		11,000
	$	---

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4. Related Party Transactions

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

4. Related Party Transactions

Loans from Shareholder

The Company does not have an employment contract with its key employee, the sole shareholder who is the Chief Executive and Chief Technical Officer.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References + Details

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5. Equity

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

5. Equity

There are no preferred shares authorized or outstanding. There have been no warrants or options issued or outstanding.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(d),(e))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
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+ Details

XML 24 R12.htm IDEA: XBRL DOCUMENT

6. Contingencies

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

6. Contingencies

XML 25 R13.htm IDEA: XBRL DOCUMENT

7. Subsequent Events	12 Months Ended
7. Subsequent Events	Dec. 31, 2015
Notes to Financial Statements
7. Subsequent Events	On March 18, 2016, Rafael Solorio, the Chief Executive Officer and a significant shareholder of the Company, privately sold 15,000,000 shares of common stock of the Company, constituting approximately 75% of the Company's then outstanding shares, to Kirkland Holding Co., a Delaware corporation ("Kirkland") controlled by Roger B. McKeague, pursuant to a stock purchase agreement. On March 18, 2016, a change in control of the Company occurred in which Roger McKeague was elected a director and appointed to serve as Chief Executive Officer, Chief Accounting Officer, Treasurer and Secretary of the Company.

XML 26 R14.htm IDEA: XBRL DOCUMENT

1. Nature of Operations and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2015

Nature Of Operations And Significant Accounting Policies Policies

Nature of Operations

Basis of Presentation

Use of Estimates

Financial Instruments

·	Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

·	Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

·	Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

As of December 31, 2015 and the fair values of the Company's financial instruments approximate their historical carrying amount.

Cash and Cash Equivalents

Cash and cash equivalents includes all cash deposits and highly liquid financial instruments with a maturity of three months or less.

Cash Flow Reporting

Accounts Receivable, Credit

Software Development Costs and Capital Technology

Long-lived assets and intangible property

Share-based payments

Revenue recognition

Advertising

The costs of advertising are expensed as incurred. Advertising expense was $0 for the year ended December 31, 2015.

Research and Development

Income taxes

Earnings (loss) per share

Recent Accounting Pronouncements

XML 27 R15.htm IDEA: XBRL DOCUMENT

3. Income Taxes (Tables)

12 Months Ended

Dec. 31, 2015

Income Taxes Tables

Income taxes

The Company provides for income taxes, for the year ended December 31, is as follows:

	2014
Current provision
Income tax provision (benefit) at statutory rate	$	(11,000	)
State income tax expense (benefit), net of federal benefit		0
Subtotal		(11,000	)
Valuation allowance		11,000
	$	---

XML 28 R16.htm IDEA: XBRL DOCUMENT

1. Nature of Operations and Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Nature Of Operations And Significant Accounting Policies Details Narrative
Company Incorporated Date	Apr. 11, 2012
Company Incorporated State	State of Nevada
Advertising expense	$ 0	$ 0

XML 29 R17.htm IDEA: XBRL DOCUMENT

2. Going Concern (Details Narrative) - USD ($)	12 Months Ended
2. Going Concern (Details Narrative) - USD ($)	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Going Concern Details Narrative
Net loss	$ (33,913)	$ (39,301)	$ (35,845)
Accumulated deficit	(123,288)	(89,375)
Working capital	$ (41,638)	$ (7,725)	$ 12,276	$ 48,121

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

XML 30 R18.htm IDEA: XBRL DOCUMENT

3. Income Taxes (Details)	12 Months Ended
3. Income Taxes (Details)	Dec. 31, 2015 USD ($)
Current provision
Income tax provision (benefit) at statutory rate	$ (11,000)
State income tax expense (benefit), net of federal benefit	0
Subtotal	(11,000)
Valuation allowance	$ 11,000
Income Taxes

XML 31 R19.htm IDEA: XBRL DOCUMENT

3. Income Taxes (Details Narrative)	12 Months Ended
3. Income Taxes (Details Narrative)	Dec. 31, 2015 USD ($)
Income Taxes Details Narrative
Deferred taxes	$ 123,288
Valuation allowance	100.00%
Net operating loss carry forwards	$ 123,288
Net operating loss carry forwards expiration date	2032

XML 32 R20.htm IDEA: XBRL DOCUMENT

4. Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Related Party Transactions Details Narrative
Increase in other payable, related party	$ 18,637

XML 33 R21.htm IDEA: XBRL DOCUMENT

5. Equity (Details Narrative) - $ / shares	12 Months Ended
5. Equity (Details Narrative) - $ / shares	Dec. 31, 2014	Dec. 31, 2015
Common stock shares, authorized	75,000,000	75,000,000
Common stock, par value	$ 0.001	$ 0.001
Jeannie Bacal [Member]
Common stock cancelled for officer	15,000,000
Rafael Solorio [Member]
Common stock issued for officer	15,000,000
Founder [Member]
Common stock shares, authorized		15,000,000
Common stock, par value		$ 0.01
Form S1 Registration [Member]
Common stock shares, authorized		5,000,000
Common stock, par value		$ 0.01

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

Nevada		45-5042353
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

PART I

Item 1.	Business	3
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	8
Item 2.	Properties	8
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosures	8

PART II

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data	9
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 8.	Financial Statements and Supplementary Data	14
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item 9A	Controls and Procedures	14
Item 9B.	Other Information	16

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	17
Item 11.	Executive Compensation	19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13.	Certain Relationships and Related Transactions, and Director Independence	23
Item 14.	Principal Accounting Fees and Services	24

PART IV

Item 15.	Exhibits and Financial Statement Schedules	25
	Signatures	26

·	Chromebooks optimized for education (11.6" and 13")
·	Charging carts for bulk charging and storage of Chromebooks (various models)
·	Electronic whiteboard (1 model)
·	Large touch screen (2 models)
·	Classroom speakers (2 models)
·	Classroom microphone (1 model)
·	Chromebook HDMI connected monitor 24"

·	Chromebox with camera (our own design which we plan to patent)
·	Possibly, Chromebooks with 4G LTE, to be distributed B2B and through wireless carriers
·	Smart Pico Projector with 4G LTE
·	Bedroom Smart Pico Projector/speaker/wall mount kit bundle
·	Action camera with 4K resolution utilizing 4G LTE for connectivity

·	Smart TV box (possibly similar hardware as Chromebox).
·	Smart TVs (larger sizes)
·	Android tablets for education
·	Premium speakers (Bluetooth, WiFi, Surround)
·	Headsets & headphones

	Year ended December 31,
	2014				2015				2016
Quarter	High		Low		High		Low		High		Low
First (through April 11, 2016)	$		$		$	3.00	$	3.00	$	7.20	$	5.00
Second						7.70		3.00
Third		1.00		1.00		8.25		4.00
Fourth		1.00		3.00		8.15		6.00

·	Chromebox with camera (our own design which we plan to patent)
·	Possibly Chromebooks with 4G LTE, to be distributed B2B and through wireless carriers
·	Smart Pico Projector with 4G LTE
·	Bedroom Smart Pico Projector/speaker/wall mount kit bundle
·	Action camera with 4K resolution utilizing 4G LTE for connectivity

	As of December 31, 2015			As of December 31, 2014

Cash and Cash Equivalents	$	62		$	17
Working Capital (Deficit)		(41,638	)		(7,725	)
Debt (current)		41,700			7,742

Name	Age	Title
Roger B. McKeague	49	Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director.
Peter Mortensen	50	President

Name	Position	Year Ended & Period Ended	Salary Paid ($)		Bonus ($)		Stock Awards ($)(2)		Option Awards ($)		Non- Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)

Rafael Solorio	Former CEO	2015		-		-	$	15,000		-		-	-		$	15,000
		2014

Jeannie Bacal	Former CEO	2014		-		-		-		-		-		-		-

(1)	The Company recorded the stock issuance of 15,000,000 shares of common stock at the par value of $0.001 per share.
(2)	Ms. Bacal resigned in December 2014.

Name	Year Ended & Period Ended	Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)		Option Awards ($)		Non- Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Rafael Solorio (1)	2015		-		-		-		-		-		-		-
	2014		-		-		-		-		-		-		-

Jeannie Bacal	2014		-		-		-		-		-		-		-

(1)	Mr. Solorio was appointed as a director of the Company in December 31, 2014.
(2)	The Company recorded the stock issuance of 15,000,000 shares of common stock at the par value of $0.001 per share.

Title of Class Owner of Shares	Name, Title and Address of Beneficial (1)	Amount of Beneficial Ownership (2)		Currently Outstanding
Common	Roger McKeague (3)		15,000,000		75	%
	Chief Executive Officer,
	Chief Financial Officer, Secretary,
	Treasurer, and Director

All officers and Directors as a Group			15,000,000		75	%

1.	The address of our executive officer, director and beneficial owner is c/o Sector 5, Inc., 2000 Duke Street, Suite 110, Alexandria, VA 22314.

2	As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).

3.	Mr. McKeague's interest is held through Kirkland Holding Co., a corporation he controls.

Exhibit No.		Description

3.1		Articles of Incorporation, as currently in effect*

3.2		Bylaws, as currently in effect*

10.1		Form of Stock Purchase Agreement**

14.1		Code of Business Conduct and Ethics

14.2		Code of Ethics for the CEO and Senior Financial Officers

31.1		302 Certification – Roger B. McKeague

32.1		906 Certification – Roger B. McKeague

	Sector 5, Inc.

Date: April 14, 2016	By:	/s/ Roger B. McKeague
		Roger B. McKeague Chief Executive Officer

	December 31,			December 31,
	2015			2014
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	62		$	17
Total Current Assets		62			17

TOTAL ASSETS	$	62		$	17

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable	$	23,063		$	7,742
Other payable, related party		18,637			-
Total Current Liabilities		41,700			7,742

STOCKHOLDERS' EQUITY
Common stock, $0.001 par value; 75,000,000 shares authorized; 20,000,000 shares issued and outstanding		20,000			20,000
Additional Paid in Capital		61,650			61,650
Accumulated deficit		(123,288	)		(89,375	)
Total Stockholders' Equity		(41,638	)		(7,725	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	62		$	17

	For the Year Ended December 31,
	2015			2014

REVENUE:
Sales	$	-		$	-
		-			-

COST OF GOODS SOLD		-			-

GROSS MARGIN		-			-

OPERATING EXPENSES
Stock based compensation		-			15,000
Selling, general and administrative expenses		33,913			24,301
TOTAL OPERATING EXPENSES		33,913			39,301

LOSS FROM OPERATIONS		(33,913	)		(39,301	)

OTHER EXPENSE (INCOME)
Interest expense		-			-
Interest income		-			-
TOTAL OTHER EXPENSE (INCOME)		-			-

NET LOSS	$	(33,913	)	$	(39,301	)

NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		20,000,000			20,000,000

							Capital in					Total
	Common Stock						Excess of		Accumulated			Stockholders'
	Shares			Amount			Par Value		Deficit			Equity

Balance, December 31, 2012		2,000,000		$	20,000		$	42,350	$	(14,229	)	$	48,121

Net loss		-			-			-		(35,845	)		(35,845	)

Balance, December 31, 2013		2,000,000		$	20,000		$	42,350	$	(50,074	)	$	12,276

Issuance of common stock for services, December 2014		15,000,000			15,000			-		-			15,000

Cancellation of common stock		(15,000,000	)		(15,000	)		15,000		-			-

Capital contribution from shareholder		-			-			4,300		-			4,300

Net loss		-			-			-		(39,301	)		(39,301	)

Balance, December 31, 2014		2,000,000		$	20,000		$	61,650	$	(89,375	)	$	(7,725	)

Net loss		-			-			-		(33,913	)		(33,913	)

Balance, December 31, 2015		2,000,000		$	20,000		$	61,650	$	(123,288	)	$	(41,638	)

	SELLER:

	By:	/s/ Rafael Solorio
	Name:	Rafael Solorio
	Title:	an individual

	BUYER:

	By:	/s/ Roger B. McKeague
	Name:	Kirkland Holding Co.
	Title:	President

	·	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

	·	full, fair, accurate, timely, and understandable disclosure in reports and documents the Company files with, or submits to, the Securities and Exchange Commission (the "SEC"), and in other communications made by the Company;

	·	compliance with applicable governmental laws, rules, and regulations;

	·	the prompt internal reporting of violations of this Code to the appropriate person or persons identified in this Code;

	·	accountability for adherence to this Code; and

	·	adherence to a high standard of business ethics.

	·	any significant ownership interest in any supplier or customer;

	·	any consulting or employment relationship with any customer, supplier, or competitor;

	·	any outside business activity or other interests that detracts from an individual's ability to devote appropriate time and attention to his or her responsibilities to the Company or affects the individuals motivation or performance as an Employee;

	·	the receipt of non-nominal gifts or excessive entertainment from any organization with which the Company has current or prospective business dealings

	·	being in the position of supervising, reviewing, or having any influence on the job evaluation, pay, or benefit of any family member; and

	·	selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable directors, officers, or employees are permitted to so purchase or sell.

	·	Any material information to which such individual may become aware that affects the disclosures made by the Company in its public filings or would otherwise assist the Chief Executive Officer, the Chief Financial Officer, the General Counsel, the Controller, and the Audit Committee in fulfilling their responsibilities with respect to such public filings.

	·	Any information the individual may have concerning (a) significant deficiencies in the design or operation of internal controls that could adversely affect the Company's ability to record, process, summarize, and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures, or internal controls.

	·	Any information the individual may have concerning any violation of this Code, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company's financial reporting, disclosures, or internal controls.

	·	Any information the individual may have concerning evidence of a material violation of the securities or other laws, rules, or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of this Code.

	·	Employees may not use Company computer and communication resources for communications that contain or promote any of the following:

	·	abusive or objectionable language;

	·	information that is illegal, obscene, or pornographic;

	·	messages that are likely to result in the loss or damage of the recipient's work or system;

	·	messages that are defamatory;

	·	use that interferes with the work of the employee or others; or

	·	solicitation of employees for any unauthorized purpose.

	·	Intimidation: Includes but is not limited to stalking or engaging in actions intended to frighten, coerce, or induce duress.

	·	Threat: The expression of intent to cause physical or mental harm. An expression constitutes a threat without regard to whether the party communicating the threat has the present ability to carry it out and without regard to whether the expression is contingent, conditional or future.

	·	Physical Attack: Unwanted or hostile physical contact such as hitting, fighting, pushing, shoving or throwing objects.

	·	Property Damage: Intentional damage to property which includes property owned by the Company, employees, visitors or vendors.

	·	Report the matter to your supervisor; or

	·	Report the matter to the Company's CEO or General Counsel; or

	·	Report the matter to the Chairman of the Audit Committee.

	1.	The Chief Executive Officer and all senior financial officers are responsible for full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by the Company with the SEC. Accordingly, it is the responsibility of the Chief Executive Officer and each senior financial officer promptly to bring to the attention of the General Counsel or, if appropriate, to outside counsel, and if applicable, to the Audit Committee any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise assist the General Counsel and the Audit Committee in fulfilling their responsibilities.

	2.	The Chief Executive Officer and each senior financial officer shall promptly bring to the attention of the General Counsel or, if appropriate, to outside counsel, if applicable, and the Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls that could adversely affect the Company's ability to record, process, summarize, and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.

	3.	The Chief Executive Officer and each senior financial officer shall promptly bring to the attention of the General Counsel or, if appropriate, to outside counsel, and to the Audit Committee any information he or she may have concerning any violation of this Code or the Company's Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company's financial reporting, disclosures, or internal controls.

	4.	The Chief Executive Officer and each senior financial officer shall promptly bring to the attention of the General Counsel or, if appropriate, to outside counsel, and if applicable, and the Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules, or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of these additional procedures.

	5.	The Board of Directors or the Audit Committee shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics or of these additional procedures by the Chief Executive Officer and the Company's senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to these additional procedures, and may include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board), and termination of the individual's employment. In determining the appropriate action in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action, and whether or not the individual in question had committed other violations in the past.

1.	I have reviewed this Annual Report on Form 10-K of Sector 5, 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 the report;

4.	The registrant's other certifying officer(s) 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: