14553 South 790 West, # C
Bluffdale, Utah 84605
January 7, 2011
Mr. Andrew Mew
Accounting Branch Chief
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
| | Re: | Sector 10, Inc. |
| | | Form 10-K for the Fiscal Year Ended March 31, 2010 |
| | | Filed: July 21, 2010 |
| | | File No: 000--24370 |
Dear Mr. Mew:
We are in receipt of your letter dated December 16, 2010 (copy enclosed) in which you made comments regarding the Form 10-K for the fiscal year ended March 31, 2010 filed for the above named issuer. You requested that we amend the Form 10-K to include in the exhibits a consent of the independent public accounting firm that it issued its consent to the incorporation by reference of the Company’s March 31, 2010 Form 10-K in the registration statement on Form S-8 related to the consolidated financial statements. The amendment to the exhibits was filed on January 7, 2011.
We respectfully request a “no further comment” letter from your section so that we close any further action regarding this matter.
In connection with responding to the comments raised in your correspondence dated September 11, 2008, Sector 10, Inc. (“Company”) acknowledges that:
| · | The Company is responsible for adequacy and accuracy of the disclosure in the filing; |
| · | Staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| · | The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
The information contained in this correspondence is intended to be in response to your comments raised in your correspondence dated December 16, 2010. Please review the information provided and contact me with any further questions, comments or requests for additional information.
If possible, please forward a copy of the “no further comment” letter and/or any comments or requests for additional information to the following fax number: (888) 453-5226.
Sincerely,
By: /s/ Laurence A. Madison
Laurence A. Madison
Chief Financial Officer
Sector 10, Inc.
