UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM 10-K/A





(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.








EXPLANATORY NOTE





The sole purpose of this amendment to our Annual Report on Form
10-K for the Annual Report ending December 31, 2016, originally
filed with the Securities and Exchange Commission on May 8, 2016,
is due to the Company mistakenly filing this form 10-K by
indicating by check mark whether the registrant is a shell company
(as defined in rule 12b-2 of the Exchange Act). it
indicated YES ☑ .  We are filing this amendment to our Annual
Report on Form 10-K to indicate the correct statement to by
indicated by check mark whether the registrant is a shell company
(as defined in rule 12b-2 of the Exchange Act).
NO ☑ . No other changes have been made to the original
filed information within this 10-K.











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 2nd day of November, 2017.










SIGMABROADBAND
CO.November 2,
2017
By:
/s/ 
Jeffery A.
BrownJeffery
A. BrownPresident,
Secretary, Principal Executive Officer and Director















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