UNITED
STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K


(Mark
One)





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


For the
fiscal year ended: December 31,
2016





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)




Securities
Registered Pursuant to Section 12(b) of the Act: None Securities
registered under Section 12(g) of the Exchange Act: TITLE OF EACH
CLASS:




Preferred Stock, No
Par Value Per Share Common Stock, Par Value $0.0001 Per
Share





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





Indicate by check
mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes ☐ 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
☐ 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.
☑





Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See 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 ☑


(Do not
check if a smaller reporting company)





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





State
the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, as of the last business day
of the registrant’s most recently completed second fiscal
quarter: $1,286,280 based on 21,438,000 non-affiliates shares of
common stock as of June 30, 2016.





On
December 31, 2016 there were 24,724,000 shares of the
registrant’s Common Stock issued and outstanding and held by
approximately 39 shareholders, two of which are deemed affiliates
within the meaning of Rule 12b-2 under the Exchange
Act.





The
number of shares outstanding of each of the issuer’s classes
of common equity, as of May 5, 2017 was 24,724,000.








SIGMABROADBAND
CO.





ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
2016





TABLE
OF CONTENTS





PART
IItem
1.
Business
1Item
1A.
Risk
Factors
6Item
1B.
Unresolved Staff
Comments
6Item
2.
Properties
6Item
3.
Legal
Proceedings
6Item
4.
Submission of
Matters to a Vote of Security Holders
7PART
IIItem
5.
Market
for Registrant's Common Equity, Related Stockholder Matters, and
Issuer Purchases of Equity Securities
7Item
6.
Selected Financial
Data
7Item
7.
Management‟s
Discussion and Analysis of Financial Condition and Results of
Operations
9Item
7A.
Quantitative and
Qualitative Disclosures about Market Risk
12Item
8.
Financial
Statements and Supplementary Data
13Item
9.
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
14Item
9A.
Controls and
Procedures
14Item
9B.
Other
Information
15PART
IIIItem
10.
Directors,
Executive Officers and Corporate Governance
15Item
11.
Executive
Compensation
18Item
12.
Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters
19Item
13.
Certain
Relationships and Related Transactions, and Director
Independence
19Item
14.
Principal
Accounting Fees and Services
20PART
IVItem
15.
Exhibits and
Financial Statement Schedules
20Signatures
21














SIGMABROADBAND
CO.





This
Annual Report on Form 10-K and the documents incorporated herein by
reference contain forward-looking statements that have been made
pursuant to the provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements are based on
current expectations, estimates and projections about
SigmaBroadband Co.’s industry, management beliefs, and
assumptions made by management. Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates,"
variations of such words and similar expressions are intended to
identify such forward-looking statements. These statements are not
guarantees of future performance and are subject to certain risks,
uncertainties and assumptions that are difficult to predict;
therefore, actual results and outcomes may differ materially from
what is expressed or forecasted in any such forward-looking
statements.





Explanatory
Notes





In this
Annual Report on Form 10-K, SIGMABROADBAND CO. is sometimes
referred to as the “Company”, “we”,
“our” or “us” and


U.S.
Securities and Exchange Commission is sometimes referred to as the
“SEC”.





This
Annual Report is being filed late due to a delay on the financial
information to be contained in Registrant's 10-K for the Year ended
December 31, 2016, could not be analyzed and completed on a timely
basis. The reasons described in reasonable detail here in this
Annual Report Form 10-K could not be eliminated without
unreasonable effort or expense.





PART
I





Item
1. Business Background


SIGMABROADBAND CO.
is a registered Georgia company. The Company has certain technology
assets which had been fully impaired as of December 31, 2015. 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 and IPtv, as well as advanced video services such as on
demand, high definition (“HD”) television and digital
video recorder (“DVR”) service. We plan to provide
national and international long distance service. Our business plan
include goals for increasing customers and revenue. 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.





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.
is currently is engaged in talks with several other companies for a
possible merger or acquisition.. Also, we may pursue other
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.





SIGMABROADBAND
CO.’s fiscal year end is December 31.





1





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.





Since
incorporation, the Company has financed its operations originally
through private capital and then, loans from stockholders and
executives of the Company. As of December 31, 2016 we had $167 cash
on hand. We had totaled operating expenses of $47,615 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.





2





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 is plans to seek a business combination with another entity
in the foreseeable future under the right
circumstances.





Our
Mission





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.


Our
Vision





To be a
force in the technology industry that will transform the way of
life in our communities.





Our
Commitment to Customers





To
provide optimum support and service using state-of-the-art
technology and innovative customer care, building long- standing
partnerships with our customers, ensuing mutually beneficial
returns.





The
Market





FCC
Broadband Report Synopsis:


As per
the U.S. Federal Government, Broadband is the great infrastructure
challenge of the early 21st century. Like electricity a century
ago, broadband is a foundation for economic growth, job creation,
global competitiveness and a better way of life. It is enabling
entire new industries and unlocking vast new possibilities for
existing ones. It is changing how we educate children, deliver
health care, manage energy, ensure public safety, engage
government, and access, organize and disseminate
knowledge.





But
broadband in America is not all where it needs to be. According to
the FCC Broadband Report Synopsis, approximately
100 millionAmericans
do not have broadband at home. Broadband-enabled health
information technology (IT) can improve care and lower costs by
hundreds of billions of dollars in the coming decades, yet the
United States is behind many advanced countries in the adoption of
such technology. Broadband can provide teachers with tools that
allow students to learn the same course material in half the time,
but there is a dearth of easily accessible digital educational
content required for such opportunities. A broadband-enabled Smart
Grid could increase energy independence and efficiency, but much of
the data required to capture these benefits are inaccessible to
consumers, businesses and entrepreneurs. And nearly a decade after
9/11, our first responders still lack a nationwide public safety
mobile broadband communications network, even though such a network
could improve emergency response and homeland
security.





SIGMABROADBAND CO.
was created to take advantage of the market demand for
communications and entertainment bundled services priced within the
reach of all consumers. We are deploying voice, data, digital video
and other broadband related services to Rural America. We are
positioned to provide services to 45,000 homes in Arizona and
another 3,000 homes in Missouri. We plan to extend the Missouri
network to another 15,000 homes bringing the total in our
franchised area to 18,000. Our intended $99 per month triple-play
service standard package of voice, data and digital video will
provide a compelling offer that will attract many new subscribers
and be a competitive advantage going forward. None of our known
competitors have such an offer and if they choose to follow, they
will erode their existing revenue base.





Market
Pricing Strategy





Our
key market
pricing strategy is to bundle our services to provide a more price
competitive package to the customers. The "all inclusive and flat
rate" billing we promote, allow customers to plan for and
budget a fixed price for all their monthly telecommunication
services. This billing strategy sets us apart from all of our
existing competitors. We intend to provide optimum support and
service using state-of-the-art technology and innovative customer
care, building long-standing partnerships with our customers,
ensuing mutually beneficial returns.





3





Services
and Product





Our
technology allows us to provide Broadband triple-play services to
any market nationwide. Our core business objective is to offer a
bundling of services to include telephone service, Internet access,
cellular and cable television nationwide; and also providing cloud-
based and IPtv services. The Bundled Service or T3 (Triple Play) will be made available to
the public at a prepaid fixed cost of $99 per/month with no taxes,
no contract, no deposit and no credit needed to the low income
families, retirees, unserved, underserved, underprivileged and
rural communities, in order to help bridge the technology usage gap
in these areas. The potential customer base is extensive, as it
literally consists of businesses, residential and rural customers-
throughout the 95% of the U.S. covered by our network
infrastructure.





Competition





Across
the United States, Multiple Systems Operators (MSOs) compete with
Direct Broadcast Satellite (DBS) providers and incumbent telecom
companies. We believe that we compete with other providers in three
product categories: Video, Voice, and Data.





We are poised to compete with any competitor
that enters our market in terms of price, quality of service and no
term contract. Since our operations are in rural areas, we
may not have to compete with any regional and national carriers,
except for local independent operators and DBS
providers.





Market Strategy: Rural vs. Urban Markets





In
rural markets, cable and DBS are often the only providers of video
services. Recently, cable companies have been losing video share to
DBS, primarily due to the fact that DBS has a greater number of
high-definition channels and provides better customer service. We
are trying to make up ground by pushing bundled services to
customers (HSD and telephony). The current trend of RBOCs providing
FTTN or FTTP will mostly affect competitive dynamics in urban
markets not in rural markets, as the high amount of CAPEX being
spent can only be justified in areas with high
density.





We will be the only major triple play service
provider in all of our rural markets where our cable/hubs
infrastructure will be located at present time. The
competitive dynamics between RBOCs and Cable MSOs in rural areas,
where FTTN and FTTP are not available, favors cable. We will
continue to have a competitive advantage in high speed data, voice
and digital video. Traditional RBOC services generally do not
include video, which will allow us a large bundling advantage.
Wireless substitution is most likely to continue, though the rate
of substitution will be less in rural areas, where users are more
likely to keep wireline phones because of cellular signal issues.
We believe that Cable MSOs like
SIGMABROADBAND CO. operating primarily in rural markets will face
more favorable competitive dynamics than those in urban
markets.





Our
Triple Play Price Strategy and Differences





We set
ourselves apart from the competition not only by providing a superb
customer care and quality of service but also offers our customers
a flat rate service at $99/month including all applicable taxes and
without any term contract ever for the exact same services that the
competition may provide in areas we serve.





Operating
Strategy





SIGMABROADBAND CO.
offers a quality consumer experience, at a reasonable price for
entertainment, communications and all broadband services. We intend
to always value our customer’s needs and their requests,
while balancing the requirement to meet our financial
responsibility. Our focus will be greater than customer service; it
will be on serving the customer and our strategic
assets.





Our key
to success is to bring the strength of our business development
experiences, well trained personnel and cutting-edge technologies
in every segment of our core businesses to increase profit margin
and increase investors‟ satisfaction, while we deliver value
from diversity and promote sustainability for economic and social
development.





Regulation
Challenges





There
are multiple and intense regulatory battles over triple-play
services as incumbent telephone companies and incumbent cable
operators attempt to keep out new competitors - since both
industries historically have been regulated monopolies, regulatory
capture has long been as much a core competency for them as have
been prices and terms of service. Cable providers want to compete
with telephone companies for local voice service, but want to
discourage telephone companies from competing with them for
television service. Incumbent telephone companies want to deliver
television service but want to block competition for voice service
from cable operators. Both industries cloak their demands for
favorable regulatory treatment in claims that their positions favor
the public interests.





4





Business
Challenges





The
challenges in offering triple-play are mostly associated with
determining the right business model, backend processes, customer
care support and economic environment rather than technology. For
example, using the right billing platform to address a variety of
subscriber demographics or having the appropriate subscriber
density to financially justify introduction of the service are a
few factors that affect decisions to offer triple-play
services.





In
addition to the challenges mentioned above, there are a number of
technical challenges with regards to the rollout of triple play
services. Broadband voice, digital video and high speed data all
have different characteristics and place different burdens on the
network that provides access to these services. Voice services are
greatly affected by jitter, whereas packet loss has a greater
effect on digital video and data services. In order to use a shared
network resource such as cable or DSL, we may use network equipment
that employs quality-of-service mechanisms to adjust to the
requirements of the different services.





SIGMABROADBAND CO.
creates a bridge between local exchange carrier and cable service
provider all into one network and from one provider, which in turns
help reduce the customer’s cost, better quality of service
and best customer service experience.





The
other challenge for us is to provide superior service at a price
value point that will attract customers away from existing telecom
and cable operators in areas where we compete. We are confident
that we will be very competitive with our multiple channels of
basic video, a minimum 1.5d/2.0 Mbps Internet connection together
with an unlimited local/domestic long distance package all for $99
per month and no other hidden cost to the customer in one network
will attract many customers to our Company.





Our
financial forecasts reflect a rigorous marketing approach that
takes advantage of being the newest broadband triple-play provider
in the market we serve. This will create a baseline for a
significant marketing program should we reach the top of the
interest curve.





Our
Technology





We
intend to operate Class 4/5 voice switching, routers, digital
multiplexers among others and a cable network which allowing us to
lower the cost of IP and TDM voice termination to our customers. To
date, we have access from 23 head-end locations capable of serving
well over 30 rural counties and communities. The current network
without expansion spans 923 linear miles, covering more than 8,000
square miles, utilizing 732 miles of fiber optic cable or 4 million
feet of fiber infrastructure.





Employees





SIGMABROADBAND CO.
with the exception of its officers and directors has no other
employees, however, works with several outside consultants who have
substantial industry experience and who have dedicated time and
effort on behalf of the Company.





The
Company may be required to hire an attorney on a consultancy basis
to navigate permit and licensing requirements, but otherwise
SIGMABROADBAND CO.‟s Officers and Directors intend to do
whatever work is necessary to bring the Company to the point of
earning revenues from the sale of our services or further
acquisitions. All operational functions such as customer service
representatives, telemarketing, warehousing and fulfillment are
planned to be outsourced. Human resource planning will be part of
an ongoing process that will include constant evaluation of
operations and revenue realization.





Board
Committees





SIGMABROADBAND CO.
has not yet implemented any board committees as of the date of this
Annual Report on Form 10-K.





Directors





SIGMABROADBAND CO.
is authorized to have no more than seven directors. However, in no
event may SIGMABROADBAND CO. have less than one director. Although
the Company anticipates appointing additional directors, it has not
identified any such additional persons.





Compensation
of Directors





Because
we are still in the development stage, our directors are not
receiving any compensation other than reimbursement for expenses
incurred during their duties.





5





Compensation
Policy





Because
we are still in the early stages of formation and development, our
directors and officers are not currently receiving any
compensation.





Stock
Option





Because
we are still in the early stages of formation and development, our
directors and officers have not received any stock options or
freestanding SARs.





Stock
Option Plans





Our
board of directors has not adopted any Stock Option Plans as of the
date of this Annual Report on Form 10-K.





Bonuses





To
date, shares have been granted to management for achievement of
certain goals in the initial phase of establishing the
Company’s operation and organization. Any bonuses granted in
the future will relate to meeting certain performance criteria that
are directly related to areas within the executive’s
responsibilities with the Company. As the Company continues to
grow, more defined bonus programs will be created to attract and
retain our employees at all levels.





Employment
Contracts; Termination of Employment and Change-in-Control
Arrangements





We do
not have employment agreements with any of our employees, however,
we intend to enter into employment agreements with our key
executives and other member of management as the business
grows.





Item
1A. Risks Factors





Not
Applicable.





Item
1B. Unresolved Staff Comments





None.





Item
2. Properties





SIGMABROADBAND CO.
corporate office is located at 2690 Cobb Parkway, Suite A5-284,
Smyrna, GA 30080 and our telephone number is (800) 545-0010. The
office space is provided by the management which is valued at $500
per month and recorded under additional paid in
capital.





The
Company intends to lease office space when it achieves the
financial capacity to support a commercial lease. Our management
does not currently have policies regarding the acquisition or sale
of real estate assets primarily for possible capital gain or
primarily for income. We do not presently hold any investments or
interests in real estate, investments in real estate mortgages or
securities of or interests in persons primarily engaged in real
estate activities.





Item
3. Legal Proceedings





The
Company is not involved in any legal proceedings and is not aware
of any pending or threatened claims that are not in the normal
course of business. The Company expects that it may become 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.





Our
officers and directors have not been convicted in any criminal
proceedings nor have they been permanently or temporarily enjoined,
barred, suspended or otherwise limited from involvement in any type
of business, securities or banking activities. The Company’s
officers and directors have not been convicted of violating any
federal or state securities or commodities law.





There
are no known pending legal or administrative proceedings against
the Company.





6





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





There
were no matters submitted to a vote of security holders during the
fourth quarter of 2016.





Item
5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities





Market Information





MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES





The
Company has two classes of stock outstanding, Common Stock and
Preferred Stock. The Company’s Common Stock is quoted on the
OTC Bulletin Board under the symbol “SGRB.” The table
below sets forth for the periods indicated the high and low
reported closing prices per share of Common Stock. There is no
established public trading market for the Preferred
Stock.





Fiscal
Year2016
2015High
Low
High
LowFirst
quarter
$0.13
0.05
$-
$-Second
quarter
0.09
0.05
0.52
0.48Third
quarter
0.06
0.06
0.44
0.40Fourth
quarter
0.06
0.06
0.36
0.32





The
Company has not declared dividends and does not intend to in the
foreseeable future. The amount and frequency of future dividends
will be determined by the Company’s Board of Directors in
light of the earnings and financial condition of the Company at
such time, and no assurance can be given that dividends will be
declared or paid in the future.





Our
current Annual Report on Form 10-K is a step toward creating a
public market for our common stock, which may enhance the liquidity
of our shares. However, there can be no assurance that a meaningful
trading market will ever develop. The Company and its management
make no representation about the present or future value of our
common stock.





As of
the date of this Annual Report on Form 10-K, there are no
outstanding options or warrants to purchase, or other instruments
convertible into, common equity of the Company and other than the
stock registered under the Registration Statement, there is no
stock that has been proposed to be publicly offered resulting in
dilution to current shareholders.





As of
the date of this Annual Report on Form 10-K we have approximately
24,724,000 shares of the registrant’s Common Stock issued and
outstanding and held by approximately 39 shareholders, six of which
are deemed affiliates within the meaning of Rule 12b-2 under the
Exchange Act.





The
number of shares outstanding of each of the issuer’s classes
of common equity, as of April 17, 2016 was 24,724,000.





Dividends





The
Company does not anticipate paying any cash dividends on its Common
Stock in the foreseeable future. The Company expects to retain, if
any, its future earnings for expansion or development of the
Company's business. The declaration, decision and payment of
dividends, if any, in the future is within the discretion of the
Board of Directors in light of conditions then existing and will
depend upon the Company's earnings, capital requirements, financial
condition and other relevant factors such as contractual
obligations. There can be no assurance that dividends can or will
ever be paid.





During
the year ended December 31, 2016, there was no modification of any
instruments defining the rights of holders of the Company's common
stock and no limitation or qualification of the rights evidenced by
the Company's common stock as a result of the issuance of any other
class of securities or the modification thereof.





Item
6. Selected Financial Data





The
following financial data has been derived from and should be read
in conjunction with (i) our audited financial statements for the
year ended December 31, 2016 together with the notes to these
financial statements; (ii) and the sections of this report entitled
“Business” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”,
included elsewhere herein or filed with the SEC. Our historical
results are not necessarily indicative of the results we may
achieve in any future period.





7





Balance
Sheet Data








December
31,
December
31,ASSETS
2016
2015Cash
$167
$275Total
Assets
$167
$275LIABILITIES AND
STOCKHOLDERS‟ EQUITYAccounts Payable
and Accrued Expenses
$306,298
$222,884Loan Payable
Shareholder
$48,667
$251,458





Note Payable
– Net of Current Portion
$10,000,000
$10,000,000STOCKHOLDERS’
DEFICITCommon stock:
$.0001 par value, 500,000,000 shares
authorized
24,724,000 shares and 24,574,000 shares issued and outstanding, as
of December 31, 2016 and 2015, respectively
$2,472
$2,457Additional
paid-in-capital
$65,478
$39,993Common stock
to-be-issued
20,000
20,000Deficit
$-10,442,748
$-10,313,663Total
stockholders’ deficit
$-10,354,798
$-10,251,183Total liabilities
and stockholders’ deficit
$167
$275





Statements
of Operations Data





For
the Years Ended December 31, 2016 and 20152016
2015Revenues
$0
$0Operating
Expenses
$47,615
$1,041,643Loss on Impairment
of Equipment
$0
$8,000,000Interest
Expense
$80,000
$80,000Net
Loss
$(129,115)
$(9,121,643)Weighted average
number of shares of common stock outstanding
24,688,521
24,576,000








8





Item
7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations





The
following discussion should be read in conjunction with (i) our
financial statements for the years ended December 31, 2015 and 2016
together with the notes to these financial statements; and (ii) the
section entitled “Business” that appears elsewhere in
this report. 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.





The
statements in this report include forward-looking statements. 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 conditions in the advertising industry in
particular; and, the continued employment of our key personnel and
other risks associated with competition.





For a
discussion of the factors that could cause actual results to differ
materially from the forward-looking statements see the
“Liquidity and Capital Resources” section under
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in this item of this
report and the other risks and uncertainties that are set forth
elsewhere in this report or detailed in our other Securities and
Exchange Commission reports and filings. 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





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.





We
intend to engage in the business of providing voice, data, and
digital video services as a triple play bundled service to rural
markets in the United States of America.





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, there are no
employees at the present time. We do anticipate hiring employees
when the need arises.





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.





9





Results
of Operations





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.





Since
incorporation, the Company has financed its operations through
private placement capital. As of December 31, 2016 we had $167 cash
on hand. For the years ended December 31, 2016 and 2015, we had
total operating expenses of $47,615 and $1,041,643, respectively
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 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 may
seek to sell in the near future.





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 has no plans to seek a business combination with another
entity in the foreseeable future.





Liquidity
and Capital Resources





The
following table sets forth our liquidity and capital resources as
of December 31, 2016:





Cash and cash
equivalents
$167Total
assets
$167Total
liabilities
$10,354,965Accumulated
Deficit
$10,442,748





Cash Flows from Operating Activities





We have
not generated positive cash flows from operating activities for the
years ended December 31, 2016 and 2015. Operating expenditures
during the period covered by this report include general and
administrative costs (See “Financial
Statements).





Cash Flows from Investing Activities





We made
no investments as of December 31, 2016.





Cash Flows from Financing Activities





We have
financed our operations primarily from a capital contribution from
a majority shareholder of the company. Such capital contribution
was utilized to pay 2016 operating expenditures.





10





Intangible
Assets





There
were no intangible assets during the period at December 31,
2016.





Material
Commitments





There
were no material commitments at December 31, 2016.





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





Our
financial statements and accompanying notes have been prepared in
accordance with United States generally accepted accounting
principles applied on a consistent basis. The preparation of
financial statements in conformity with U.S. generally accepted
accounting principles 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.





We
regularly evaluate the accounting policies and estimates that we
use to prepare our financial statements. In general, management's
estimates are based on historical experience, on information from
third party professionals, and on various other assumptions that
are believed to be reasonable under the facts and circumstances.
Actual results could differ from those estimates made by
management.





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. As of December 31, 2016 and 2015, we do not
have any 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.





Intangible Assets





There
were no intangible assets during the period at December 31, 2016.
The Company’s policy is to evaluate the recoverability of
identifiable intangible assets whenever events or changes in
circumstances indicate that an intangible asset’s carrying
amount may not be recoverable. There was no impairment loss of
intangible assets for the period from inception through December
31, 2016.





Income Taxes





The
Company accounts for income taxes as outlined in ASC 740
“Income Taxes”, which was previously Statement of
Financial Accounting Standards No. 109, “Accounting for
Income Taxes.” 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





The
Company considers that the carrying amount of financial
instruments, including accounts payable, approximates fair value
because of the short maturity of these instruments.





11





Share Based Payments (included in ASC 718 “Compensation-Stock
Compensation”)





In
December 2004, the FASB 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.





Recent Accounting Pronouncements





The
Company has adopted all recently issued accounting pronouncements.
The adoption of the accounting pronouncements, including those not
yet effective, is not anticipated to have a material effect on the
financial position or results of operations of the
Company.





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.





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.








12





Item
8. Financial Statements and Supplementary Data





SigmaBroadband
Co.


Audited
Financial Statements





For
The Years Ended December 31, 2016 and 2015





Contents





Financial
Statements:Reports
of Independent Registered Public Accounting Firm
F-1Balance
Sheets
F-2Statements of
Operations
F-3Statements of
Changes in Stockholders' Deficit
F-4Statements of Cash
Flows
F-5Notes to Financial
Statements
F-6





13








802 N
Washington


Spokane, WA
99201





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders of SigmaBroadband
Co.





We have
audited the accompanying balance sheets of SigmaBroadband Co. as of
December 31, 2016 and 2015, and the related statements of
operations, changes in shareholders’ equity, and cash flows
for the each of the years in the two-year period ended December 31,
2016. SigmaBroadband Co.’s management is responsible for
these financial statements. Our responsibility is to express an
opinion on these financial statements based on our
audits.





We
conducted our audits 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 also 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 SigmaBroadband
Co. as of December 31, 2016 and 2015, and the results of its
operations and its cash flows for each of the years in the two-year
period ended December 31, 2016, in conformity with accounting
principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 8 to
the financial statements, the Company has a history of operating
losses, has limited cash resources, and its viability is dependent
upon its ability to meet future financing requirements. These
factors raise substantial doubt about the Company’s ability
to continue as a going concern. Management’s plans in regard
to these matters are also described in Note 8. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.











Fruci
& Associates ll, PLLCSpokane,
WA

May 5,
2017


F-1





SIGMABROADBAND CO.


BALANCE SHEETS


DECEMBER 31, 2016 AND 2015





December
31,
December
31,2016
2015ASSETSCurrent
assetsCash and
equivalents
$167
$275Total current
assets
167
275Total
assets
$167
$275LIABILITIES
AND STOCKHOLDERS' DEFICITCurrent
liabilitiesAccounts payable
and accrued expenses
$306,298
$222,884Loan Payable -
stockholder
48,667
28,574Total current
liabilities
354,965
251,458Note
Payable
10,000,000
10,000,000Total
liabilities
10,354,965
10,251,458Commitments and
Contingencies
-
-Stockholders'
(deficit)Seris A Preferred
stock, no par value, 10,000,000 shares authorized, no shares issued
andoutstanding
-
-Common stock,
$0.0001 par value; 500,000,000 shares authorized,24,724,000 and
24,574,000 shares issued and outstanding, respectively
2,472
2,457Additional paid-in
capital
65,478
39,993Common stock to be
issued
20,000
20,000Accumulated
deficit
(10,442,748)
(10,313,633)(10,354,798)
(10,251,183)Total
stockholders' deficit
(10,354,798)
(10,251,183)Total
liabilities and stockholders' deficit
$167
$275


See
accompanying notes to consolidated financial
statements





F-2





SIGMABROADBAND CO.


Statements of Operations


FOR THE YEARS ENDED DECEMBER 31 2016 AND 2015


2016
2015Expenses:Advertising and
promotion
-
4,071Computer and
Internet
59
239Depreciation
-
1,000,000Professional
fees
34,916
13,797Rent
6,000
6,000Storage
3,081
2,780Travel
197
1,023Other
3,362
13,73347,615
1,041,643Net
loss before other income, expenses and income taxes
(47,615)
(1,041,643)Other
expensesLoss on impairment
of equipment
-
(8,000,000)Interest expense,
net
(80,000)
(80,000)Loss on settlement
of debt
(1,500)
-Net
loss before income taxes
$(129,115)
$(9,121,643)Provision
for Income taxes
-
-Net
Loss
(129,115)
(9,121,643)Basic
and dilutive net lossper
share
$(0.01)
$(0.37)Weighted
average number of commonshares
outstanding, basic and diluted
24,688,521
24,576,000


See
accompanying notes to consolidated financial
statements


F-3





SIGMABROADBAND
CO.STATEMENT
OF SHAREHOLDER DEFICITFOR
THE YEARS ENDED DECEMBER 31 2016 AND 2015
 
 Additional


Common
StockCommon Stock
Preferred Class A
Paid-In
Treasury Stock
To Be IssuedShares
Amount
Shares
Amount
Capital
Shares
Amount
Amount
Deficit
TotalBalance at - January 1, 2015
24,576,000
$2,458
0
$0
$34,992
$2,000
$(1,000)
$20,000
$(1,191,990)
(1,135,540)Contribution
to additional paid in capital




6,000




6,000Retirement
of treasury shares
(2,000)
(1)


(999)
(2,000)
1,000


-Net
loss








(9,121,643)
(9,121,643)Balance - December 31, 2015
24,574,000
$2,457
0
$0
$39,993
0
$0
$20,000
$(10,313,633)
$(10,251,183)Contribution
to additional paid in capital




6,000




6,000Common
stock issued for services
150,000
15


19,485


0

19,500Net
loss








(129,115)
(129,115)Balance - December 31, 2016
24,724,000
$2,472
0
$0
$65,478
0
$0
$20,000
$(10,442,748)
$(10,354,798)





See
accompanying notes to consolidated financial
statements





F-4








SIGMABROADBAND
CO.STATEMENTS
OF CASHFLOWFOR
THE YEARS ENDED DECEMBER 31 2016 AND 20152016
2015Cash
flows from operating activities:Net
Loss
$(129,115)
$(9,121,643)Adjustments
to reconcile net loss tonet cash used
in operating activities:Common stock
issued for services
13,000
-Loss on
settlement of debt
1,500
-Loss on
inpairment of equipment
-
8,000,000Depreciation
expense
-
1,000,000Accounts
payable and accrued expenses
88,414
88,739Stockholder
contribution of rent expense
6,000
6,000Net cash used
in operating activities
(20,201)
(26,904)Cash
flows from financing activities:Stockholder's
loan
20,093
25,018Net cash
provided by financing activities
20,093
25,018Net
increase / decrease in cash
(108)
(1,886)Cash,
beginning of the period
275
2,161Cash,
end of the period
$167
$275Supplemental
cash flow disclosure:Interest
paid
$-
$-Income taxes
paid
$-
$-Supplemental
disclosure of non-cash transactions:Forgiven rent
convertible to additional paid in capital
$6,000
$6,000Common stock
issued for accounts payable
$5,000
$-





See
accompanying notes to consolidated financial
statements


F-5


SigmaBroadband
Co.


Notes
to Financial Statements


For
the years ended December 31, 2016 and 2015





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.





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
December 31, 2016 and 2015, 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 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.





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.





F-6





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 December 31, 2016 and 2015
were nil.





Reclassification of Prior Period Financial Statements


Certain
items previously reported have been reclassified to conform with
the current year's presentation.





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 December 31, 2016 and 2015
consisted of the following:





December 31,
2016
December 31,
2015Telecommunications
equipment
10,000,000
10,000,000Less:
accumulated depreciation
2,000,000
2,000,000Less:
impairment
8,000,000
8,000,000Total
-
-








Note
3. LOAN PAYABLE - STOCKHOLDER





During
2016 and 2015 a stockholder and officer of the Company advanced the
Company $16,805 and $16,711, respectively, to pay for certain
expenses. The loan bears no interest, is payable on demand and had
a balance of $34,342 at December 31, 2016.





During
2016 and 2015, a second stockholder and officer of the Company
advance the Company $3,068 and $8,307, respectively, to pay for
certain expenses. The loan bears no interest, is payable on demand
and had a balance of $14,105 at December 31, 2016.





During
2016, a third shareholder of the Company advanced the Company $222
to pay for certain expenses. The loan bears no interest, is payable
on demand and had a balance of $222 at December 31,
2016.





F-7





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 December 31, 2016 and December 31, 2015,
accrued interest on this note totaled $284,187 and $204,187,
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 December 31, 2016, 24,724,000
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 December 31,
2016.





In
August 2014, the Company received $20,000 in payment for 20,000
shares of common stock at $1.00 per share that are to be issued at
a future date.





In
October 2014, the Company repurchased 2,000 shares of its common
stock at $0.50 per share. In December 2015, the Company retired
2,000 shares of treasury stock.


In
first quarter of 2016, the Company issued 100,000 shares of common
stock for consulting services, the common shares issued were valued
at $13,000.





In
second quarter of 2016, the Company issued 50,000 shares of common
stock to settle $5,000 of accounts payable.





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 years ended December 31, 2016 and 2015 totaled
$6,000 and $6,000, respectively, and was forgiven and converted to
additional paid-in capital.





Note
7. INCOME TAXES





2016
2015Net
operating loss carry-forward
1,732,000
1,676,000Valuation
allowance
(1,732,000)
(1,676,000)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:





2016
2015Statutory 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%





F-8





As of
December 31, 2016, the Company has a deferred taxes asset of
approximately $1,732,000 to reduce future federal and state taxable
income through 2035.





The
Company has filed through its federal and state taxes through 2015
tax year. The Company also had filed an extension for its 2016 tax
return. 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.





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.





F-9








Item
9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure





None.





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 Chief
Executive Officer and Chief Financial Officer, as appropriate, 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.





As
required by SEC Rule 13a-15(b), we carried out an evaluation, under
the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of our fourth fiscal quarter
covered by this report. Based on the foregoing, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were not effective at the reasonable
assurance level.





There
has been no change in our internal controls over financial
reporting during our fourth fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our
internal controls over financial reporting.





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, 2016. 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 (COSO
2013 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 the assessment performed, management has concluded that the
Company’s internal control over financial reporting, as of
December 31, 2016, control environment is not currently effective
and provides reasonable assurance regarding the reliability of its
financial reporting and the preparation of its financial statements
in accordance with generally accepted accounting principles.
Further, management has not identified any material weaknesses in
internal control over financial reporting as of December 31,
2016.





14





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 temporary rules of the SEC that permit the Company to
provide only management’s report in this annual
report.





Item
9B. Other Information





There
exists no other information required to be disclosed by us in any
report during the twelve months period ended December 31, 2016, but
not reported.





PART
III





Item
10. Directors, Executive Officers and Corporate
Governance





Our
directors and executive officers and their ages as of December 31,
2016 are as follows:





Executive
Officers and Directors





Name
Age
Office
SinceJeffery
A. Brown
51
President, Chief
Technology Officer, Director
2012Kelvin
D. Smith
63
Chief
Executive Officer, Chief Operating Officer
2012Timothy
D. Valley
49
Chief
Financial Officer
2012





The
term of office for each director is one year, or until the next
annual meeting of the shareholders.





Biographical
Information





Set
forth below is a brief description of the background and business
experience of our executive officers and directors.





Jeffery A. Brown is the President and
serves as Chief Technology Officer (CTO) and Director of the
Company. Mr. Brown has over 15 years of Communication Security and
IT Support Management, and providing services across North America.
Before joining the Company, he was the founder and CEO of Brown
Consulting and Computers, LLC; CEO of Broadwave Communication and
Security LLC. Mr. Brown’s expertise includes stewardship
consultation, leadership development, organizational and visioning.
Mr. Brown is well versed in Computer Forensics, Computer Design,
Networking (LAN, WAN and Wireless) Diagnostics and Computer Repair,
Services and Support to include but not limited to Laptop and
Desktop Computer Consulting, Diagnostics, Computer Building and
Repair. Mr. Brown provisioned networks for Orange Business Services
a France Telecom subsidiary based company in Atlanta. Mr. Brown
received all of his Certifications and Communication Training while
serving in both Germany and the United States during his active
duty career. He is currently working on his Masters in IT
Communications. He is dedicated, dependable, takes initiative and
gets the job done right. He is a Graduate of the U.S. Military
Communication School in Augusta Georgia at Fort Gordon and has
spent fifteen years in the United States Army.





Kelvin D. Smith serves as the Chief
Executive Officer and Chief Operating Officer (COO) of the Company.
Mr. Smith is a widely known and respected industry leader with
thirty- eight years of experience in the telecommunications
industry. Mr. Smith was founding member of C3 Broadband
Integration, LLC a management consulting company that owned and
operated cable systems in Missouri. Mr. Smith’s company
engineered, designed, constructed and operated the first fiber-deep
communications network in a major Southwest Market. He was Vice
President of Engineering and Construction for Cable One, Inc. a
subsidiary of the Washington Post Newspaper. He has worked for five
of the top ten cable companies in the U.S. and has held senior
level positions with companies such as Viacom Cable,
Tele-Communications, Inc. (TCI), Continental Cablevision and
Comcast Cable. Mr. Smith has been involved in the engineering and
operations of cable systems with fiber optic platforms, digital
multiplexed delivery of programming and content and bi-directional
and Internet related services. He is well versed in day- to-day
operations, as well as the financial requirements and framework
necessary to operate a successful enterprise. Mr. Smith is a member
of the Society of Telecommunications Engineers and has been
published and quoted in numerous trade journals as well as
participating in many industry conferences and seminars. Mr. Smith
has been a Director on the Board of Arizona Federal Credit Union
since 1997. He was elected and has served as Chairman of the Board
since April 2009. Arizona Federal Credit Union has over $1.0
Billion in assets.





15





Timothy D. Valley serves as Chief
Financial Officer (CFO) of the Company. Mr. Valley has over
seventeen years of experience in finance and accounting. He has the
experience and ability to provide trusted guidance and counsel to
executive teams and Boards of Directors of the Company, coordinate
multi-disciplined organizations, prepare and communicate strategic
plans, build motivated teams and longstanding relationships, and
operate with integrity and ethics. Prior to joining the Company,
Mr. Valley served as CFO, consultant, finance director, assistant
vice president- capital markets, and district controller for
several companies in the manufacturing, cable business, and
accounting firms. Mr. Valley has extensive experience in M&A
from small to large businesses. Prior to joining the Company, he
was CFO for Stars Design Group with offices in the U.S., Korea,
Taiwan, India and Ethiopia. He served as a member of the executive
leadership team for this fast growing multinational company. He
provided financial tools, counsel and analysis (strategic and
tactical) to the CEO, President, Operations team and Board of
Directors; tools include customized financial statements, monthly
reporting packages, financial modeling, budgets/projections
(short-term, intermediate and long-term), interim forecasts, ad hoc
analyses, strategy pro forma, sales analyses, production planning
and predictive, activity-based cash forecast models. Develop
financial and HR policies, manuals, procedures and controls;
Primary contact for Company?s financing sources (current and
prospective), auditors, tax experts, regulators, consultants and
legal counsel; oversee HR, legal and accounting functions; mentor,
develop, streamline and cross- train finance and accounting team.
Mr. Valley was then CFO of Millennium Digital Media Systems, LLC
(currently Broadstripe) and MDM iNet, LLC (dba U.S. Net).
Millennium was the 30th largest cable system operator in the United
States. MDM iNet was a sister company to Millennium Digital Media
and a provider of Internet services to over 100,000 small and
mid-sized business and select residential customers prior to
disposition. Mr. Valley sourced, reviewed and negotiated debt,
lease and equity financing proposals, amendments and waivers;
including refinance of $200MM+ credit facility, restructuring
management entity and ownership structure. He developed and
maintained relationships with senior and mezzanine lenders, equity
investors/venture capital firms, investment bankers, brokers and
legal counsel; conducted and monitored the company?s $100MM+
interest rate hedging program (using various derivative
instruments); prepared and delivered the company?s monthly and
quarterly compliance packages; oversaw company?s cash management
program including short-term investment portfolio and rolling
liquidity forecasts; researched and prepared presentations to
rating agencies and potential $150MM high-yield bond investors
(including preparation of Millennium?s Annual Report on Form 10-K
for 144A high-yield offering). Mr. Valley served as Assistant Vice
President- Capital Markets of Citigroup, Inc. He managed the
company?s U.S. mortgage pricing operations. Responsibilities
included financial/return analysis, management of the pricing unit
staff and daily pricing process, competitive analysis, model
development/enhancement, streamlining processes, team building and
motivation. Position required orchestration of several internal
organizations in order to ensure return, volume and competitive
objectives were met while recognizing and adhering to capacity
constraints. Mr. Valley served as District Controller of Browning
Ferris Industries, Inc. (BFI) - currently Republic Services, Inc.,
a Fortune 500 company in the waste services industry. Mr. Valley
was Senior Associate at Coopers & Lybrand, LLP (currently
PricewaterhouseCoopers) Lead and/or participated in audits of a
variety of industries including manufacturing, pharmaceutical,
health care and service enterprises. Mr. Valley received a Bachelor
of Science in Accountancy and a Master of Business Administration
from Southern Illinois University.





Board
Committees





We have
not yet implemented any board committees as of the date of this
Annual Report on Form 10-K.





Code
of Ethics





We have
adopted a code of ethics meeting the requirements of Section 406 of
the Sarbanes-Oxley Act of 2002. We believe our code of ethics is
reasonably designed to deter wrong doing and promote honest and
ethical conduct; provide full, fair, accurate, timely and
understandable disclosure in public reports; comply with applicable
laws; ensure prompt internal reporting of violations; and provide
accountability for adherence to the provisions of the code of
ethics.





There
are no acquisitions, business combinations, or mergers pending or
which have occurred involving the Company. Presently, we have no
plans, proposals, agreements, understandings or arrangements of any
kind or nature whatsoever to acquire or merge with any specific
business or company, and we have not identified any specific
business or company for investigation and evaluation.





Our
Board of Directors does not have audit, compensation or nominating
committees, and no determination has been made as to whether our
directors qualify as “audit committee financial
experts”, as defined in Item 407 of Regulation
S-K.





16





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.





17





Item
11. Executive Compensation Executive Compensation


The
table below sets forth all cash compensation paid or proposed to be
paid by us to the chief executive officer and the most highly
compensated executive officers, and key employees for services
rendered in all capacities to the Company during fiscal year
2016.





Summary
Compensation Table 2016


Name and Principal Position
Year
Salary ($)
Bonus
($)
Stock Awards($)
Option
Awards($)
Non-Equity Incentive Plan Compensation
($)
Change in Pension Value and Nonqualified Deferred Compensation
Earnings
($)
All Other Compensation
($)
Total ($)Jeffery A.
Brown
2016
Nil
Nil
Nil
Nil
Nil
Nil
Nil
NilKelvin D
Smith
2016
Nil
Nil
Nil
Nil
Nil
Nil
Nil
NilTimothy D.
Valley
2016
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil





Summary
Compensation Table 2015


Name and Principal Position
Year
Salary ($)
Bonus ($)
Stock Awards ($)
Option Awards ($)
Non-Equity Incentive Plan Compensation ($)
Change in Pension Value and Nonqualified Deferred Compensation
Earnings
($)
All Other Compensation ($)
Total ($)Jeffery
A. Brown
2015
Nil
Nil
Nil
Nil
Nil
Nil
Nil
NilKelvin
D Smith
2015
Nil
Nil
Nil
Nil
Nil
Nil
Nil
NilTimothy
D. Valley
2015
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil





Employment
Agreements





We have
not entered into any employment agreements with our executive
officers. Our decision to enter into an employment agreement, if
any, will be made by our compensation committee.





Potential
Payments Upon Termination or Change in Control





There
were no potential payments or benefits payable to our named
executive officers upon termination of employment or in connection
with a change in control.





Grants
of Plan-Based Awards in 2016





We have
not granted any plan-based awards to our named executive officers
since our inception.





Outstanding
Equity Awards at Fiscal Year-End





We did
not have any outstanding equity awards to our named executive
officers, as of December 31, 2016, our fiscal
year-end.





Option
Exercises and Stock Vested in 2016





None.





18





Equity
Incentive Plan





We
expect to adopt an equity incentive plan. The purposes of the 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, employees, consultants and
non-employee directors 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.





Potential
Employment Agreement and Benefits





We do
not anticipate entering into an employment agreement at this time
with our officers and directors.





Item
12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters





The
following table provides the names and addresses of each person
known to SIGMABROADBAND CO. who own more than 5% of the outstanding
common stock as of the date of this Annual Report on Form 10-K, and
by the officers and directors, individually and as a group. Except
as otherwise indicated, all shares are owned directly.





Title of
class
Name of beneficial
owner
Amount
of
Beneficial
ownership
Percent of
classCommon
Jeffery A.
Brown
2,500,000(1)
10%Common
Cassandra L.
Brown
2,500,000(1)
10%


Common
Jasmine P.
Brown
2,500,000(1)
10%Common
Shanice C.
Brown
2,500,000(1)
10%Common
Kelvin D.
Smith
1,000,000
4%Common
Officers/Directors
a Group
11,000,000
44%





(1) The Browns are related to each other.





The
percent of class is based on 24,724,000 shares of common stock
issued and outstanding as of the date of this Annual Report on Form
10-K.





Item
13. Certain Relationships and Related Transactions, and Director
Independence Conflict of Interest


The
current officers and directors of the Company currently devote all
required time necessary to the Company. If a specific business
opportunity becomes available, such person may face a conflict in
selecting between our business interest and their other business
interests. The policy of the Board is that any personal business or
corporate opportunity incurred by an officer or director of the
Company must be examined by the Board and turned down by the Board
in a timely basis before an officer or director can engage or take
advantage of a business opportunity which could result in a
conflict of interest.





None of
the following parties has, since the date of incorporation, had any
material interest, direct or indirect, in any transaction with the
Company or in any presently proposed transaction that has or will
materially affect us:





●
The
Officers and Directors;●
Any
person proposed as a nominee for election as a
director;●
Any
person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to the
outstanding shares of common stock;●
Any
relative or spouse of any of the foregoing persons who have the
same house as such person.





There
are no promoters being used in relation with this report. No
persons who may, in the future, be considered a promoter will
receive or expect to receive any assets, services or other
consideration from the Company. No assets will be or are expected
to be acquired from any promoter on behalf of the
Company.





Copies
of our Annual Report on Form 10-K, without exhibits, can be
obtained at www.sec.gov.





19





Item
14. Principal Accountant Fees and Services





The
following table sets forth fees billed to us for principal
accountant fees and services during the years ended December 31,
2016 and 2015.





Audit
Fees





The
aggregate audit fees billed for the years ended December 31, 2016
and 2015 were $10,700 and $3,500, respectively. Audit services
include the audits of the financial statements included in the
Company's annual reports on Form 10-K and reviews of interim
financial statements included in the Company's quarterly reports on
Form 10-Q.





Audit-Related
Fees





None.


Tax
Fees


None.


All
Other Fees





None.





Audit
Committee Pre-Approval Process, Policies and
Procedures





Our
principal auditors have performed their audit procedures in
accordance with pre-approved policies and procedures established by
our Board of Directors. Our principal auditors have informed our
Board of the scope and nature of each service provided. With
respect to the provisions of services other than audit, review, or
attest services, our principal accountants brought such services to
the attention of our Board of Directors, or one or more members of
our Board of Directors to whom authority to grant such approval had
been delegated by the Board, prior to commencing such
services.





PART
IV





Item
15. Exhibits





(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*4.1
Specimen common
stock certificate*31.1
302
Certifications – (filed herewith)32.1
906
Certifications – (filed herewith)31.2
32.2
302
Certifications – (filed herewith)
906
Certifications – (filed herewith)





*
 Previously filed
with the SEC as exhibits on the registrant’s Form S-1
Registration Statement as declared effective December 13,
2013.








20





SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 5th day of May, 2017.








SIGMABROADBAND
CO.May 5,
2017
By:
/s/ 
Jeffery A.
BrownJeffery
A. BrownPresident,
Secretary, Principal Executive Officer, and Director


May 5,
2017
By:
/s/ 
Timothy D.
ValleyTimothy
D. ValleyChief Financial
Officer and Principal Accounting Officer







21