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EX-32.1 - CERTIFICATE PURSUANT TO SECTION 18 U.S.C. PURSUANT TO SECTION 906 OF THE SARBANE - SIGMABROADBAND CO.exhibit321.htm
EX-31.1 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF - SIGMABROADBAND CO.exhibit311.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
 (Mark One)
 
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: June 30, 2017
 
OR
 
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to _____________
 
Commission File Number: 333-191426
 
SIGMABROADBAND CO.
(Exact name of registrant as specified in its charter)
 
GEORGIA
4899
 46-1289228
(State or other jurisdiction of organization)
(Primary Standard Industrial Classification Code)
(Tax Identification
Number)
 
 
 
2690 Cobb Parkway
Suite A5-284
Smyrna, Georgia 30080
Tel: (800) 545-0010
(Address and telephone number of registrant's executive office)
2690 Cobb Parkway
Suite A5-284
Smyrna, Georgia 30080
Tel: (800) 545-0010
 (Name, address and telephone number of agent for service)
 
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 requirement for the past 90 days. Yes ☒    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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐    No ☒
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
Accelerated filer
Non-accelerated filer
☐ (Do not check if a smaller reporting company)
Smaller reporting company
 
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒ 
 
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). YES ☒    NO ☐
 
The number of shares outstanding of each of the issuer’s classes of common equity, as of August 14, 2017 was 247,240.
 

 
 
 
Table of Contents
SigmaBroadband Co.
 
Index
 
 
 
 
 
 
 
 
 
 
 
Page No.
 
 
PART I - FINANCIAL INFORMATION
 
 
Item 1.
 
 
Financial Statements
 
 
4
 
 
 
 
SigmaBroadband Co. Balance sheets at June 30, 2017 (unaudited) and December 31, 2016
 
 
5
 
 
 
 
SigmaBroadband Co. Statements of Operations (unaudited) For the Three and Six Months Ended June 30, 2017 and 2016
 
SigmaBroadband Co. Statements of Cash Flows (unaudited) For the Six Months Ended June 30, 2017 and 2016
 
 
 
6
 
7
 
 
 
 
SigmaBroadband Co. Notes to Condensed Financial Statements (unaudited), June 30, 2017
 
 
8
 
 
Item 2.
 
 
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
12
 
 
Item 3.
 
 
Quantitative and Qualitative Disclosures About Market Risk
 
 
15
 
 
Item 4.
 
 
Controls and Procedures
 
 
15
 
 
 
 
 
PART II—OTHER INFORMATION
 
 
Item 1.
 
 
Legal Proceedings
 
 
16
 
 
Item 2.
 
 
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
16
 
 
Item 3.
 
 
Default Upon Senior Securities
 
 
16
 
 
Item 4.
 
 
Submission of Matters to a Vote of Security Shareholders
 
 
16
 
 
Item 5.
 
 
Other Information
 
 
16
 
 
Item 6.
 
 
Exhibits
 
 
16
 
 
Signatures
 
 
17
 
 
 
2
 
 
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that involve substantial risks and uncertainties. In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the Securities and Exchange Commission, or SEC, or in connection with oral statements made to the press, potential investors or others. All statements, other than statements of historical facts, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. The words "expect," "estimate," "anticipate," "predict," "believe," "think," "plan," "will," "should," "intend," "seek," "potential" and similar expressions and variations are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
 
Forward-looking statements in this report are subject to a number of known and unknown risks and uncertainties that could cause our actual results, performance or achievements to differ materially from those described in the forward-looking statements, in this report as well as in the other documents we file with the SEC from time to time, and such risks and uncertainties are specifically incorporated herein by reference.
 
Forward-looking statements speak only as of the date the statements are made. Except as required under the federal securities laws and rules and regulations of the SEC, we undertake no obligation to update or revise forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. We caution you not to unduly rely on the forward-looking statements when evaluating the information presented in this report.
 
 
 
 
 
 
 
Intentionally Leave Blank
 
 
 
 
 
 
 
 
3
 
 
PART I—FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS
 
The financial statements of SigmaBroadband Co. ("SigmaBroadband Co." or the "Company") as of June 30, 2017 and 2016 included herein have been prepared by the Company, without audit, pursuant to U.S. generally accepted accounting principles and the rules and regulations of the SEC. In addition, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements reflect, in the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the results for the interim periods. The results of operations for such interim periods are not necessarily indicative of the results for the full year.
 
 
4
 
 
 
SIGMABROADBAND CO.
 
 
BALANCE SHEETS
 
 
June 30, 2017 and December 31, 2016
 
 
 
 
 
 
June 30,
 
 
December 31,
 
 
 
2017
 
 
2016
 
 
 
(Unaudited)
 
 
 
 
ASSETS
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
Cash and equivalents
 $354 
 $167 
Total current assets
  354 
  167 
 
    
    
Total assets
 $354 
 $167 
 
    
    
LIABILITIES AND STOCKHOLDERS' DEFICIT
    
    
Current liabilities
    
    
Accrued expenses
 $350,498 
 $306,298 
Loan Payable - stockholder
  53,014 
  48,667 
Total current liabilities
  403,512 
  354,965 
 
    
    
Note Payable
  10,000,000 
  10,000,000 
Total liabilities
  10,403,512 
  10,354,965 
 
    
    
Commitments and Contingencies
  - 
  - 
 
    
    
Stockholders' (deficit)
    
    
 
Preferred stock, no par value, 10,000,000 shares authorized, no shares issued and
 
    
outstanding
  - 
  - 
Common stock, $0.0001 par value; 500,000,000 shares authorized,
    
    
247,240 and 247,240 shares issued and outstanding, respectively*
  25 
  25 
Additional paid-in capital
  70,925 
  67,925 
Common stock to be issued
  20,000 
  20,000 
Accumulated deficit
  (10,494,108)
  (10,442,748)
 
  (10,403,158)
  (10,354,798)
 
    
    
 
    
    
Total stockholders' deficit
  (10,403,158)
  (10,354,798)
 
    
    
Total liabilities and stockholders' deficit
 $354 
 $167 
 
    
    
 
*Share amounts have been retroactively adjusted to reflect the decreased number of shares resulting from a reverse stock split
 
 
    
    
 
 The accompanying notes are an integral part of these condensed unaudited financial statements.
 
 
 
 
5
 
 
 
SIGMABROADBAND CO.
 
 
Statements of Operations
 
 
FOR THE THREE AND SIX MONTHS ENDED JUNE 30 2017 AND 2016
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
 
2017
 
 
2016
 
 
2017
 
 
2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Computer and Internet
  30 
  29 
  119 
  59 
Professional fees
  5,037 
  5,355 
  5,894 
  68,227 
Rent
  1,500 
  1,500 
  3,000 
  3,000 
Storage
  828 
  750 
  1,632 
  1,473 
Travel
  386 
  197 
  386 
  197 
Other
  165 
  664 
  329 
  769 
 
    
    
    
    
 
  7,946 
  8,495 
  11,360 
  73,725 
 
    
    
    
    
 
    
    
    
    
Net loss before other income, expenses and income taxes
  (7,946)
  (8,495)
  (11,360)
  (73,725)
 
    
    
    
    
 
    
    
    
    
Other expenses
    
    
    
    
Interest expense, net
  (20,000)
  (20,000)
  (40,000)
  (40,000)
 
    
    
    
    
 
    
    
    
    
Net loss before income taxes
 $(27,946)
 $(28,495)
 $(51,360)
 $(113,725)
 
    
    
    
    
Provision for Income taxes
  - 
  - 
  - 
  - 
 
    
    
    
    
Net Loss
  (27,946)
  (28,495)
  (51,360)
  (113,725)
 
    
    
    
    
Basic and dilutive net loss
    
    
    
    
per share
 $(0.11)
 $(0.12)
 $(0.21)
 $(0.46)
 
    
    
    
    
Weighted average number of common
    
    
    
    
shares outstanding, basic and diluted
  247,240 
  247,053 
  247,240 
  246,844 
 
*Share amounts have been retroactively adjusted to reflect the decreased number of shares resulting from a reverse stock split
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 The accompanying notes are an integral part of these condensed unaudited financial statements.
 
 
 
 
 
 
6
 
 
 
SIGMABROADBAND CO.
 
 
 STATEMENTS OF CASHFLOW
 
 
 FOR THE SIX MONTHS ENDED JUNE 30, 2017 AND 2016
 
 
 (Unaudited)
 
 
 
 2017
 
 
 2016
 
 Cash flows from operating activities:
 
 
 
 
 
 
 Net Loss
 $(51,360)
 $(113,725)
 Adjustments to reconcile net loss to
    
    
 net cash used in operating activities:
    
    
 Common stock issued for services
  - 
  50,000 
 Accounts payable and accrued expenses
  44,200 
  54,263 
 Stockholder contribution of rent expense
  3,000 
  3,000 
 Net cash used in operating activities
  (4,160)
  (6,462)
 
    
    
 Cash flows from financing activities:
    
    
 Stockholder's loan
  4,347 
  7,016 
 Net cash provided by financing activities
  4,347 
  7,016 
 
    
    
 Net increase / decrease in cash
  187 
  554 
 Cash, beginning of the period
  167 
  275 
 
    
    
 Cash, end of the period
 $354 
 $829 
 
    
    
 Supplemental cash flow disclosure:
    
    
 Interest paid
 $- 
 $- 
 Income taxes paid
 $- 
 $- 
 
    
    
 Supplemental disclosure of non-cash transactions:
    
    
 
    
    
 Forgiven rent convertible to additional paid in capital
 $3,000 
 $3,000 
 Common stock to be issued for services
 $- 
 $5,000 
 
 
 The accompanying notes are an integral part of these condensed unaudited financial statements.
 
 
7
 
 
Sigmabroadband Co.
Notes to Financial Statements
June 30, 2017
(Unaudited)
 
Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Organization
SigmaBroadband Co. ("Sigma" or the "Company") was incorporated in Georgia in October 2012. The Company has been in the development stage since inception and has not generated any revenue to date. The Company is a full service, facilities-based broadband service provider, local exchange and inter-exchange carrier serving residential and commercial customers with a special focus on rural areas.
 
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such principles and regulations of the Securities and Exchange Commission for Form 10-Q. All adjustments, consisting of normal recurring adjustments, have been made which, in the opinion of management, are necessary for a fair presentation of the results of interim periods. The results of operations for such interim periods are not necessarily indicative of the results that may be expected for a full year because of, among other things, seasonality factors in the retail business. The unaudited financial statements contained herein should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2016.
 
Equipment, net
Equipment is stated at cost. Major renewals and betterments are capitalized while maintenance and repairs, which do not extend the lives of the respective assets, are expensed when incurred. Depreciation is computed over the estimated useful lives of the assets using the straight line method of accounting.
 
The Company has estimated the useful life of the equipment to be 10 years.
 
The cost and accumulated depreciation for equipment sold, retired, or otherwise disposed of are relieved from the accounts, and any resulting gains or losses are reflected in income.
 
At June 30, 2017 and December 31, 2016, the assets have been fully impaired.
 
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 
 
Segment Information
The Company follows Accounting Standards Codification ("ASC") 280, "Segment Reporting". The Company currently operates in a single segment and will evaluate additional segment disclosure requirements as it expands its operations.
 
Net Loss Per Common Share
Basic net (loss) income per common share is calculated using the weighted average common shares outstanding during each reporting period. Diluted net (loss) income per common share adjusts the weighted average common shares for the potential dilution that could occur if common stock equivalents (convertible debt and preferred stock, warrants, stock options and restricted stock shares and units) were exercised or converted into common stock. There were no common stock equivalents at June 30, 2017 and December 31, 2016.
 
Income Taxes
The Company follows the asset and liability method of accounting for future income taxes. Under this method, future income tax assets and liabilities are recorded based on temporary differences between the carrying amount of assets and liabilities and their corresponding tax basis. In addition, the future benefits of income tax assets including unused tax losses, are recognized, subject to a valuation allowance to the extent that it is more likely than not that such future benefits will ultimately be realized. Future income tax assets and liabilities are measured using enacted tax rates and laws expected to apply when the tax liabilities or assets are to be either settled or realized. The Company’s effective tax rate approximates the Federal statutory rates.
 
 
8
 
 
Sigmabroadband Co.
Notes to Financial Statements
June 30, 2017
(Unaudited)
 
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC 718,”Compensation – Stock Compensation”, when applicable. Under FASB Accounting Standards Codification No. 718, 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 are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively.
 
Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees defines the measurement date and recognition period for such instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification.
 
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are stated at cost, which approximates fair value. The amount of cash equivalents as of June 30, 2017 and 2016 were nil. 
 
Reclassification of Prior Period Financial Statements
Certain items previously reported have been reclassified to conform with the current year's presentation. The reclassification has no effect on aggregate assets, liabilities, equity, or net income as previous reported.
 
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations.
 
In March 2016, the FASB issued ASU 2016-03. The amendments in this Update make the guidance in Updates 2014-02, 2014-03, 2014- 07, and 2014-18 effective immediately by removing their effective dates. The amendments also include transition provisions that provide that private companies are able to forgo a preferability assessment the first time they elect the accounting alternatives within the scope of this Update. The Company is in the process of evaluating the impact of the adoption of this ASU.
 
In March 2016, the FASB issued ASU 2016-09, Stock Compensation, which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance will be effective for the fiscal year beginning after December 15, 2016, including interim periods within that year. The Company is in the process of evaluating the impact of the adoption of this ASU.
 
Note 2 – EQUIPMENT, NET
 
The Company's furniture and equipment at June 30, 2017 and December 31, 2016 consisted of the following:
 
 
 
June 30, 2017
 
 
December 31, 2016
 
Telecommunications equipment
  10,000,000 
  10,000,000 
Less: accumulated depreciation
  2,000,000 
  2,000,000 
Less: impairment
  8,000,000 
  8,000,000 
Total
  - 
  - 
 
Note 3. LOAN PAYABLE - STOCKHOLDER
 
At June 30, 2017 and December 31, 2016, a stockholder and officer of the Company was owed $35,658 and $34,342 by the Company for funds he had advanced to pay for certain expenses. The loan bears no interest and is payable on demand.
 
 
 
9
 
 
Sigmabroadband Co.
Notes to Financial Statements
June 30, 2017
(Unaudited)
 
At June 30, 2017 and December 31, 2016, a second stockholder and officer of the Company was owed $17,356 and $14,105 by the Company for funds he had advanced to pay for certain expenses. The loan bears no interest and is payable on demand.
 
Note 4. NOTE PAYABLE
 
In December 2013, the Company signed an agreement to purchase certain telecommunications equipment for $10 million. The agreement called for the Company to sign an installment agreement for $1,000,0000. The installment agreement, as amended in November 2015, calls for this balance to be amortized over a six year term with interest accruing at 8% per annum. Additionally, under the terms of this modification, payments will begin 48 months after the signing of the original agreement (December 2013) at which time all interest accrued until that time will be due and payable. Interest only payments will begin in month 49 and will continue through month 72 at which time a balloon payment of the principal and any unpaid interest will be due. At June 30, 2017 and December 31, 2016, accrued interest on this note totaled $324,187 and $284,187, respectively.
 
The amendment stipulates that the remaining $9,000,000 owed by the Company will be paid by the issuance of 10,000,000 shares of the Company's preferred stock within 36 months from the date of the amendment.
 
Note 5. STOCKHOLDERS' DEFICIT
 
The Company has authorized 500,000,000 shares of common stock with a par value of $0.0001 per share. At June 30, 2017, 247,240 shares of common stock were issued and outstanding.
 
The Company has authorized 10,000,000 shares of preferred stock with no par value. No shares were issued or outstanding at June 30, 2017.
 
In first quarter of 2016, the Company issued 1,000 shares of common stock for consulting services, the common shares issued were valued at $13,000.
 
In second quarter of 2016, the Company issued 500 shares of common stock to settle $5,000 of accounts payable.
 
All share issued and outstanding has been retroactively adjusted to reflect the decreased number of shares resulting from the reverse stock split.
 
Note 6. COMMITMENTS AND CONTINGENCIES
 
The Company currently leases its offices on a month to month basis from the Company's President and stockholder for $500 per month.
 
Rent expense for the six months ended June 30, 2017 and 2016 totaled $3,000 and $3,000, respectively, and was forgiven and converted to additional paid-in capital.
 
Note 7. INCOME TAXES
 
 
 
June 30, 2017
 
 
December 31, 2016
 
Net operating loss carryforward
  1,773,000 
  1,732,000 
Valuation allowance
  (1,773,000)
  (1,732,000)
Deferred tax asset, net
  - 
  - 
 
The income tax benefit differs from the amount computed by applying the statutory federal and state income tax rates to the loss before income before income taxes. The sources and tax effects of the differences are as follows:
 
 
 
10
 
 
 
Sigmabroadband Co.
Notes to Financial Statements
June 30, 2017
(Unaudited)
 
 
 
 
June 30, 2017
 
 
December 31, 2016
 
Statutory federal income tax rate
  34%
  34%
State income taxes, net of federal taxes
  6%
  6%
Valuation allowance
  (40%)
  (40%)
Effective income tax rate
  0%
  0%
 
As of June 30, 2017 and December 31, 2016, the Company has a deferred taxes asset of approximately $1,773,000 and $1,732,000, respectively, to reduce future federal and state taxable income through 2035.
 
The Company currently has no federal or state tax examinations in progress, nor has it had any federal or state examinations since its inception. All of the Company's tax years are subject to federal and state tax examinations. The Company is only subject to state taxes in Georgia. 
 
Note 8. GOING CONCERN
 
These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has yet to demonstrate sustainable profitability and it does not currently have the funding to fully implement its business plan. Future losses are anticipated in the continued development of its business, raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors or stockholders or through debt or equity financings.
  
The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
 
Note 9. SUBSEQUENT EVENTS
 
On July 15, 2017, the Board of Directors of the Company and the majority shareholders of the Company, approved a reverse stock split of the outstanding shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-100 (the “Reverse Stock Split”) effective on July 28, 2017. As a result of the reverse stock split, every 100 of the Company’s old issued common stock will be converted into one share of the Company’s new issued common stock. All share information presented in these financial statements and accompanying footnotes has been retroactively adjusted to reflect the decreased number of shares resulting from the reverse stock split. In addition, in the third quarter of 2017, the Company received $125,000 from an unrelated party as an unsecured loan.
 
 
 
11
 
 
 
ITEM 2:    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion is intended to assist you in understanding our business and the results of our operations. It should be read in conjunction with the Condensed Consolidated Financial Statements and the related notes that appear elsewhere in this report as well as our Report on Form 10K filed with the Securities and Exchange Commission for the period ending December 31, 2016. 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.  Our financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS "ANTICIPATED," "BELIEVE," "EXPECT," "PLAN," "INTEND," "SEEK," "ESTIMATE," "PROJECT," "WILL," "COULD," "MAY," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH STATEMENTS REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN, POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND THE COMPANY'S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.
 
The following discussion and analysis should be read in conjunction with "Selected Financial Data" and our financial statements and related notes thereto included elsewhere in this registration statement. Portions of this document that are not statements of historical or current fact are forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this registration statement should be read as applying to all related forward-looking statements wherever they appear in this registration statement. Our actual results could differ materially from those anticipated in the forward-looking statements.
 
For a discussion of the factors that could cause actual results to differ materially from the forward-looking statements. 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.
 
General Overview
 
SIGMABROADBAND CO. is a registered Georgia company. The Company is to be engaged in the business of providing voice, data, and digital video as a triple play bundled service to rural markets in the United States of America. We plan to offer our customers traditional cable video programming, Internet services, telephone services, cloud-based services, IPtv, as well as advanced video services such as on demand, high definition (“HD”) television and digital video recorder (“DVR”) service. The Company sets itself to grow exponentially through strategic acquisitions of like kind businesses in the technology sector. To reach our goals, we will actively invest in our network and operations in order to improve the quality and value of the products and packages that we offer.
 
SIGMABROADBAND CO. has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Since becoming incorporated, has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. SIGMABROADBAND CO. is not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since it has a specific business plan, purpose and substantial assets.
 
 
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Since our inception, we have been engaged in business planning activities, including researching the industry, identifying target markets for our services and developing our SIGMABROADBAND CO. models and financial forecasts, performing due diligence regarding potential geographic locations and acquisitions most suitable for establishing our offices and identifying future sources of capital.
 
Currently, SIGMABROADBAND CO. has officers and directors who have assumed responsibility for all planning, development and operational duties, and will continue to do so throughout the beginning stages of the Company. Other than the Officers/Directors and other management team, there are no employees at the present time. We do anticipate hiring regular employees when the need arises.
 
SIGMABROADBAND CO. may pursue strategic acquisitions that complement our current business model within the technology industry which may allow us to expand our activities, capabilities, advance our production and revenue. The Company has had some discussions with potential acquisition candidates, but has not entered into any agreements as of the date of this report.
 
 SIGMABROADBAND CO.’s fiscal year end is December 31.
 
Industry Background
 
Approximately 100 million Americans do not have broadband at home today and most of them are living in rural communities across America. We intend to be a leading provider of cost-effective and reliable technology services for home, small to medium sized businesses in the areas we serve and to create value to our shareholders.
 
We intend to deliver innovative communications, information and entertainment. Our voice, data and video products and services offer over intelligent wireless, wireline, cable, fiber, broadband and global IP networks that meet customers' growing demand for speed, mobility, security and control. As a committed corporate citizen, we use our advanced communications services to address important issues confronting our society today, especially in rural America. We plan to follow a strategy of being first to our regional markets with technology and services first introduced in metropolitan areas by national service providers.
 
We intend to be a full service, facilities-based cable operator, local exchange and inter-exchange carrier serving both residential and commercial customers by providing voice, data and digital video services. We intend to employ the newest technology available in the marketplace today, which provides quality of service (QoS), reliability, security, redundancy and continuity of service always. In the future, we will be recognized as a leader in the data network, IP telephony and cloud-based services. Our potential customers are located in some of the country’s largest cities to families living in rural communities. We intend to establish a dominant national presence in the triple-play broadband, cable and telecom industry in America.
 
Plan of Operation
 
We are a development stage company, incorporated on October 19, 2012 and have not started operations or generated or realized any revenues from our business operations. However, we have substantial technology assets ready to deploy in the rural markets where we plan to provide our services.
 
Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve (12) months. Our auditors’ opinion is based on the uncertainty of our ability to establish profitable operations. The opinion results from the fact that we have not generated any revenues. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our Company.
 
Our Officers and Directors are responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, they will be responsible for the administration of the controls. Should they not have sufficient experience, they may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the Securities and Exchange Commission which ultimately could cause you to lose your investment.
 
 
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Since incorporation, the Company has financed its operations originally through private capital and then, loans from stockholders and executives of the Company. As of June 30, 2017 we had $354 cash on hand.  We had totaled operating expenses of $11,360 for the six months ended June 30, 2017 which were related to general and administrative costs (See “Financial Statements”).
 
To date, the Company has not fully implemented its planned principal operations or strategic business plan. SIGMABROADBAND CO. is attempting to secure sufficient monetary assets to increase operations. SIGMABROADBAND CO. cannot assure any investor that it will be able to enter into sufficient business operations adequate enough to insure continued operations.  
 
Our intended plan of operations is to offer voice, data, and video services and implement the necessary sales and marketing support to begin generating revenue. If SIGMABROADBAND CO. does not produce sufficient cash flow to support its operations over the next 12 months, the Company will need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. SIGMABROADBAND CO. cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for operations to continue and any investment made by an investor would be lost in its entirety.
 
SIGMABROADBAND CO. currently does own significant plant or equipment that it can seek to sell in the near future in order to sustain its operations if not able to raise necessary capital for its business.  
 
Our management anticipates hiring employees over the next twelve (12) months as needed. Currently, the Company believes the services provided by its officers and directors appear sufficient at this time.
 
The Company has not paid for expenses on behalf of any directors.  Additionally SIGMABROADBAND CO. believes that this policy shall not materially change within the next twelve months.
 
The Company may pursue strategic acquisitions that complement our current business model within the technology industry which may allow us to expand our activities, capabilities, advance our production and revenue. The Company has had some discussions with potential acquisition candidates, but has not entered into any agreements as of the date of this report.
 
Impact of Inflation
 
We believe that the rate of inflation has had negligible effect on us. We believe we can absorb most, if not all, increased non-controlled operating costs by operating our Company in the most efficient manner possible.
 
Results of Operations
 
We have generated no significant revenues since inception, we have incurred operational expenses for the three months ended June 30, 2017 and 2016 in the amounts of $7,946 and $8,495 respectively.  This decrease of $549 in operating expenses was primarily the result of increase in professional fees. We have incurred operational expenses for the six months ended June 30, 2017 and 2016 in the amounts of $11,360 and $73,725 respectively.  This decrease of $62,365 in operating expenses was primarily the result of one time professional fees paid in 2016. 
 
General Trends and Outlook
 
We believe that our immediate outlook is extremely favorable, as we believe the competition is very limited in our market niche for broadband voice, data and video in the rural markets and only a limited number of companies competing with us in the marketplace. However, there is no assurance that such national competitor will not arrive in the future. We do not anticipate any major changes in the triple-play telecommunications industry. We believe that 2017 and beyond will be a slow growth year for us. We will need to gain strength and stability in the regional rural markets we intend to expand our influence in markets throughout the U.S.
 
 
 
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Liquidity and Capital Resources
 
The financial statements have been prepared assuming the company will continue as a going concern as per its business plan. For the three and six months ended June 30, 2017, the company has a net loss of $27,946 and $51,360 respectively. The company has financed its activities from its stockholder. As of June 2017 and December 2016 the Company had $354 and $167 in cash on hand respectively.
 
The company intends to finance its future business and development activities and its working capital needs largely from the sale of equity securities until such time that funds generated from operations are sufficient to fund working capital requirements.
 
Off Balance Sheet Arrangements
 
There are no Off Balance Sheet Arrangements.
 
ITEM 3:    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Market risk represents the risk of changes in value of a financial instrument, derivative or non-derivative, caused by fluctuations in interest rates, foreign exchange rates and equity prices. Changes in these factors could cause fluctuations in results of our operations and cash flows. In the ordinary course of business, we are not exposed to interest rate and foreign currency exchange rate risks.
 
ITEM 4.    CONTROLS AND PROCEDURES
 
Based upon the required evaluation of our disclosure controls and procedures, our President and Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2017 our disclosure controls and procedures were inadequate and not effective to ensure that information was gathered, analyzed and disclosed on a timely basis.
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended June 30, 2017, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
Evaluation of disclosure controls and procedures
 
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15 (e) and 15d-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, at June 30, 2017, such disclosure controls and procedures were not effective, based on our delinquent filings. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
 
Management's Report on Internal Control over Financial Reporting
 
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act of 1934 as a process designed by or under the supervision of the company’s principal executive and principal financial officers 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 reporting purposes in accordance with generally accepted accounting principles in the United States of America and included those policy and procedures that:
 
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transaction and dispositions of the assets of the company.
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of finical statements in accordance with accounting principles generally accepted in the United States of America 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 for timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements
 
 
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A control system, no matter how well conceived or operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met under all potential conditions, regardless of how remote, and may not prevent or detect all errors and all fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. Our internal control over financial reporting is designed 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 in the United States of America.
 
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2017. 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 Control­Integrated Framework (COSO 2013 framework) and SEC guidance on conducting such assessments. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.
 
Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Based on their evaluation as of the end of the period covered by this report, management concluded that our disclosure controls and procedures were not effective as of June 30, 2017
 
Changes in Internal Control over Financial Reporting
 
No change in the Company's internal control over financial reporting occurred during the quarter ended June 30, 2017, that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II—OTHER INFORMATION
ITEM 1.    LEGAL PROCEEDINGS
 
The Company is not involved in any legal proceedings and is not aware of any pending or threatened claims.
 
The Company expects and may be subject to legal proceedings and claims from time to time in the ordinary course of its business, including, but not limited to, claims of alleged infringement of the trademarks and other intellectual property rights of third parties by the Company and its licensees. Such claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources.
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
There have been no sales of unregistered securities during the quarter ended June 30, 2017.
 
ITEM 3. DEFAULT UPON SENIOR SECURITIES
 
There have been no defaults in any material payments during the covered period.
 
ITEM 4. MINE SAFETY DISCLOSURES
 
None.
 
ITEM 5. OTHER INFORMATION
 
For the period covered by this Form 10-Q, there was no information required to be disclosed in a report on Form 8-K that was not reported. There were no material changes to the procedures by which security holders may recommend nominees to the Company’s board of directors.
 
ITEM 6. Exhibits
 
Exhibit No.
 
Description
 
   
 
31.1
 
Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
 
Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
  
 
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SIGNATURES
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereto duly authorized:
 
 
SIGMABROADBAND CO.
August 17, 2017
    By:              
/s/ Jeffery A. Brown                                       
      Jeffery A. Brown
      President, Secretary, Principal Executive Officer,
      and Director
 
 
 
 
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EXHIBITS
 
 
INDEX OF EXHIBITS
 

 
Exhibit No.
 
Description
 
   
 
31.1
 
Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
 
Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
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