UNITED
STATES


SECURITIES AND
EXCHANGE COMMISSION


Washington, D.C. 20549





FORM
10-K/A





(Mark One)





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





For the quarterly period ended: December 31, 2015


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 [X]





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 [X]





Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements
for the past
90 days. Yes  [X]  No [
]





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





Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or 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  [X]


(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 [X]





On December 31, 2015 there were 24,574,000
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 June 7, 2016 was 24,724,000.


EXPLANATORY NOTE





The sole purpose of this amendment to our Annual Report on Form
10-K for the Annual Report ended December 31, 2015, originally
filed with the Securities and Exchange Commission on June 10, 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,
2015





TABLE OF CONTENTS





PART IItem
1.
Business

1Item
1A.
Risk
Factors

6Item
1B.
Unresolved Staff
Comments

6Item
2.
Properties

6Item
3.
Legal
Proceedings

7Item
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

9Item
7.
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations

10Item
7A.
Quantitative and
Qualitative Disclosures about Market Risk

14Item
8.
Financial
Statements and Supplementary Data

14Item
9.
Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure

26Item
9A.
Controls and
Procedures

26Item
9B.
Other
Information

28PART IIIItem
10.
Directors,
Executive Officers and Corporate Governance

28Item
11.
Executive
Compensation

33Item
12.
Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters

34Item
13.
Certain
Relationships and Related Transactions, and Director
Independence

35Item
14.
Principal
Accounting Fees and Services

35PART IVItem
15.
Exhibits and
Financial Statement Schedules

36Signatures








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, 2015, 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 Georgia company that
is in its development stage. The Company is engaged 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. During the period we are considered an emerging growth
company, we will be exempt from the provisions of Section 404 (b)
of the Sarbanes Oxley Act of 2002 and Section 14 (a) and (b) of the
Securities Exchange Act of 1934, as amended. We have elected to use
the extended transition period for complying with new or revised
accounting standards under Section 102 (b) (1) while we are
considered an emerging growth company. We would effectively retain
emerging growth company status up to five years from the date of
the first sale of common equity securities pursuant to an effective
registration statement or until we attain $100 million in total
annual gross revenues. (See “Risk
Factors”)


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, the Company has made significant purchase of assets
in order to enhance its business but has not sold any of its
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 or
purpose.


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.





1


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.





SIGMABROADBAND CO. currently has intention to
engage in a merger or acquisition with any unidentified company. We
may pursue strategic acquisitions that complement our current
business model within the telecommunications industry which may
allow us to expand our activities and capabilities and advance our
production.


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





Industry
Background


Our business plan is 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.


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.





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





2


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 million Americans 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.





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.








3


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.





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.








4


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 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.








6


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.





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 2015.





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.


7








Fiscal Year2015


2014High


Low


High


LowFirst
quarter

$
-


$
-



-



-Second
quarter


0.52



0.48



-



-Third
quarter


0.44



0.40



-



-Fourth
quarter


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.


8





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 June 3, 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, 2015, 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, 2015 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.





Balance Sheet Data








ASSETS

December 31, 2015

December 31,
2014Cash

$
275


$
2,161Total Assets

$
275


$
9,002,161LIABILITIES AND STOCKHOLDERS’
EQUITYAccounts
Payable

$
222,884


$
134,145Total
Current Liabilities

$
251,458


$
137,701Note Payable
– Net of Current Portion

$
10,000,000


$
10,000,000STOCKHOLDERS’ EQUITYCommon stock: $.0001 par
value, 490,000,000 shares authorized 24,674,000  shares
issued and outstanding$
2,457


$
2,458Additional paid-in-capital

$
34,993


$
34,992Common stock to-be-issued

$
20,000


$
20,000Deficit

$
(10,313,663
)

$
(1,191,990
)Total stockholders’ equity

$
(10,251183
)

$
(1,135,540
)Total liabilities and stockholders’
equity

$
275


$
9,002,161




9







Statements of Operations
Data





For the Years Ended December 31, 2015 and
20142015

2014Revenues

$
-0-


$
-0-Operating
Expenses

$
1,041,643


$
1,038,677Loss on Impairment
of Equipment

$
8,000,000


$
-0-Interest
Expense

$
80,000


$
120,520Earnings (Net
Loss)

$
(9,121,643
)

$
(1,159,197
)Weighted average
number of shares of common stock outstanding


24,574,000



24,584,164





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 2014 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.








10


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.





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, 2015 we had $275 cash on
hand.  For the years ended December 31, 2015 and 2014, we
had total expenses of $9,121,643 and $1,159197,
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.








11


SIGMABROADBAND CO.
currently does not own any significant plant or equipment that it
would 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 ca







Cash and cash equivalents

$
275Total assets

$
275Total liabilities

$
10,251,458Deficit

$
10,313,633













Cash Flows
from Operating Activities





We have not generated
positive cash flows from operating activities for the years ended
December 31, 2015 and 2014. 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, 2015.





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 2015 operating expenditures.





Intangible Assets





There were no
intangible assets during the period at December 31,
2015.





Material Commitments





There were no
material commitments at December 31, 2015.





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.








12


Cash and Cash
Equivalents





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





Use of
Estimates





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








Intangible
Assets





There were no
intangible assets during the period at December 31, 2015. 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, 2015.





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.





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.








13


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.





Critical Accounting
Policies





We prepare our
financial statements in conformity with GAAP, which requires
management to make certain estimates and assumptions and apply
judgments. We base our estimates and judgments on historical
experience, current trends and other factors that management
believes to be important at the time the financial statements are
prepared and actual results could differ from our estimates and
such differences could be material. We have identified below the
critical accounting policies which are assumptions made by
management about matters that are highly uncertain and that are of
critical importance in the presentation of our financial position,
results of operations and cash flows. Due to the need to make
estimates about the effect of matters that are inherently
uncertain, materially different amounts could be reported under
different conditions or using different assumptions. On a regular
basis, we review our critical accounting policies and how they are
applied in the preparation our financial statements.





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 reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.





Item 7A.  Quantitative and
Qualitative Disclosures about Market Risk





We are not subject to
risks related to foreign currency exchange rate
fluctuations.





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





Item 8.  Financial Statements and
Supplementary Data








14


SigmaBroadband Co.


Audited Financial
Statements


For The Years Ended December 31, 2014 and
2015


Reports of Independent Registered Public
Accounting Firm











ContentsFinancial
Statements:Balance
Sheets

17Statements of
Operations

18Statements of
Changes in Stockholders' Deficit

19Statements of Cash
Flows

21Notes to
Consolidated Financial Statements

22





15





REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of
Directors and
Stockholders of Sigmabroadband Co.


We have audited the
accompanying balance sheet of Sigmabroadband Co. as of December 31,
2015, and the related statements of operations, stockholders’
equity, and cash flows for the year ended December 31, 2015.
Sigmabroadband Co.’s management is responsible for these
financial statements. Our responsibility is to express an opinion
on these financial statements based on our audit.


We conducted our
audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit 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 audit 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 audit provides 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, 2015, and the results of its operations and its
cash flows for the year ended December 31, 2015, 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 incurred a net loss during the period and
has no history of profitability, currently generates no revenue,
and its viability is dependent upon its ability to meet future
financing requirements, all of which raise substantial doubt about
the Company’s ability to continue as a going
concern.  The financial statements do not include any
adjustment that might result from the outcome of this
uncertainty.


Fruci &
Associates II, PLLC
Spokane, WA
June 7, 2016








16




SigmaBroadband
Co.Balance
SheetsDecember 31, 2015
and 2014ASSETS2015



2014Current
Assets:Cash and
equivalents

$
275


$
2,161Total current
assets


275



2,161Equipment,
net


—



9,000,000$
275


$
9,002,161LIABILITIES AND
STOCKHOLDERS' EQUITY/(DEFICIT)LiabilitiesAccounts payable
and accrued expenses

$
222,884


$
134,145Loan payable -
stockholder


28,574



3,556Total
current liabilities


251,458



137,701Note
payable


10,000,000



10,000,000Commitments and
ContingenciesStockholders'
Equity/(Deficit)Preferred stock, no
par value; 10,000,000 shares authorized, no sharesissued and
outstanding


—



—Common stock,
$0.0001 par value; 500,000,000 shares authorized,24,574,000 and
24,576,000 shares issued and outstanding, respectively


2,457



2,458Additional paid in
capital


39,993



34,992Common stock
to-be-issued


20,000



20,000Treasury
stock


—



(1,000
)Deficit


(10,313,633
)


(1,191,990
)(10,251,183
)


(1,135,540
)$
275


$
9,002,161






17







SigmaBroadband
Co.Statements of
OperationsFor the Years Ended
December 31, 2015 and 20142015



2014Consulting fee
revenue

$
—


$
—Cost of goods
sold


—



—Gross
income


—



—Expenses:Officer's
compensation


—



—Advertising and
promotion


4,071



—Computer and
internet


239



119Depreciation


1,000,000



1,000,000Professional
fees


13,797



13,797Rent


6,000



6,139Storage


2,780



2,592Travel


1,023



2,134Other


13,733



13,8961,041,643



1,038,677Net loss before
other income, expenses and income taxes


(1,041,643
)


(1,038,677
)Other income and
(expenses)Loss on impairment
of equipment


(8,000,000
)


—Interest
expense


(80,000
)


(120,520
)Net loss before
income taxes


(9,121,643
)


(1,159,197
)Provision for
income taxes


—



—Net
loss

$
(9,121,643
)

$
(1,159,197
)Basic and diluted
loss per share

$
(0.37
)

$
(0.05
)Basic and diluted
weighted average numberof shares
outstanding


24,576,000



24,584,164










18





SigmaBroadband
Co.Statement of
Stockholders' EquityDecember
31,2015Additional Paid in
Capital





Common Stock
to-be-issued

Deficit

Total Stockholders'
EquityCommon
Stock







Preferred Class
A















Treasury
StockShares



Amount



Shares



Amount











Shares



AmountBalance at -
January 1, 2014


24,576,000


$
2,458



—


$
—


$
28,992



—


$
—


$
—


$
(32,793
)


(1,343
)Contribution to
additional paid in capital


—



—



—



—



1,500



—



—



—



—



1,500Contribution to
additional paid in capital


—



—



—



—



1,500



—



—



—



—



1,500Cash received for
shares to-be-issued






—



—



—



—



—



—



20,000



—



20,000Contribution to
additional paid in capital


—



—



—



—



1,500



—



—



—







1,500Purchase of
treasury stock at cost


—



—



—



—



—



2,000



(1,000
)


—



—



(1,000
)Contribution to
additional paid in capital


—



—



—



—



1,500



—



—



—



—



1,500Net
loss


—



—



—



—



—



—



—



—



(1,159,197
)


(1,159,197
)Balance - December
31, 2014


24,576,000



2,458



—



—



34,992



2,000



(1,000
)


20,000



(1,191,990
)


(1,135,540
)





19





Contribution to
additional paid in capital


—



—



—



—



1,500



—



—



—



—



1,500Contribution to
additional paid in capital


—



—



—



—



1,500



—



—



—



—



1,500Contribution to
additional paid in capital


—



—



—



—



1,500



—



—



—



—



1,500Contribution to
additional paid in capital


—



—



—



—



1,500



—



—



—



—



1,500Retriement 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



—


$
—


$
39,994



—


$
—


$
20,000


$
(10,313,633
)

$
(10,251,183
)








20





SigmaBroadband
Co.Statements of Cash
FlowsFor the Years Ended
December 31, 2015 and 20142015



2014Cash flows from
operating activities:Net
loss

$
(9,121,643
)

$
(1,159,197
)Adjustments to
reconcile net loss to net cash usedby operating
activities:Loss on impairment
of equipment


8,000,000



—Depreciation
expense


1,000,000



1,000,000Accounts payable
and accrued expenses


88,739



126,388Stockholder
contribution of rent expense


6,000



6,000Net cash used by
operating activities


(26,904
)


(26,809
)Cash flows from
financing activities:Proceeds from sale
of common stock to-be-issued


—



20,000Stockholder's
loan


25,018



1,066Purchase of
treasury stock, at cost


—



(1,000
)Net cash provided
by financing activities


25,018



26,066Net decrease in
cash


(1,886
)


(6,743
)Cash at beginning
of period


2,161



8,904Cash at end of
period

$
275


$
2,161Supplemental cash
flow information:Cash paid during
the period for:Interest

$
—


$
—Income
taxes

$
—


$
—Non-cash
transactions:Forgiven rent
convertible to additional paid-in capital

$
6,000


$
6,000








21





SigmaBroadband
Co.


Notes to Financial
Statements


December 31, 2014
and 2104


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, 2015, the assets have been
fully impaired.





Long-Lived
Assets


The Company reviews its long-lived assets for
impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. An
impairment loss is recognized when estimated future cash flows
expected to result from the use of the asset and its eventual
disposition are less than its carrying amount. Based on this
analysis an impairment loss of $8,000,000 has been recoginized at
December 31, 2015.





Revenue
Recognition


In general, the Company records revenue when
persuasive evidence of an arrangement exists, services have been
rendered or product delivery has occurred, the sales price to the
customer is fixed or determinable, and collectability is reasonably
assured. The following policies reflect specific criteria for the
various revenues streams of the Company:





Revenue is recognized at the time the product
is delivered or services are performed. Provision for sales returns
are estimated based on the Company's historical return experience.
Revenue is presented net of returns.








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,
2015.








22


SigmaBroadband
Co.


Notes to Financial
Statements


December 31, 2014
and 2104





Income
Taxes


Deferred income taxes are recognized for the
tax consequences related to temporary differences between the
carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for tax purposes at each year end,
based on enacted tax laws and statutory tax rates applicable to the
periods in which the differences are expected to affect taxable
income. A valuation allowance is recognized when, based on the
weight of all available evidence, it is considered more likely than
not that all, or some portion, of the deferred tax assets will not
be realized. Income tax expense is the sum of current income tax
plus the change in deferred tax assets and
liabilities.





ASC 740, Income Taxes, requires a company to
first determine whether it is more likely than not (which is
defined as a likelihood of more than fifty percent) that a tax
position will be sustained based on its technical merits as of the
reporting date, assuming that taxing authorities will examine the
position and have full knowledge of all relevant information. A tax
position that meets this more likely than not threshold is then
measured and recognized at the largest amount of benefit that is
greater than fifty percent likely to be realized upon effective
settlement with a taxing authority.





SigmaBroadband Co. Notes to Financial
Statements December 31, 2015 and 2014


Stock-Based Compensation


The Company accounts for equity instruments
issued to employees in accordance with ASC 718, Compensation -
Stock Compensation. ASC 718 requires all share-based compensation
payments to be recognized in the financial statements based on the
fair value using an option pricing model. ASC 718 requires
forfeitures to be estimated at the time of grant and revised in
subsequent periods if actual forfeitures differ from initial
estimates.





Equity instruments granted to non-employees
are accounted for in accordance with ASC 505, Equity. The final
measurement date for the fair value of equity instruments with
performance criteria is the date that each performance commitment
for such equity instrument is satisfied or there is a significant
disincentive for non-performance.





Cash and
Cash Equivalents


The Company considers all highly liquid
investments with an original maturity of three months or less to be
cash equivalents.





Reclassification of Prior Period
Financial Statements


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





Recent
Pronouncements


In May 2014, FASB and IASB issued a new joint
revenue recognition standard that supersedes nearly all GAAP
guidance on revenue recognition. The core principle of the standard
is that revenue recognition should depict the transfer of goods and
services to customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange for those
goods and services. The new standard is effective for the Company
for the fiscal year beginning January 1, 2017, and the effects of
the standard on the Company’s financial statements are not
known at this time.





NOTE 2 – EQUIPMENT, NET





The Company's furniture and equipment at
December 31, 2015 and 2014 consisted of the following:








Telecommunications equipment

$
10,000,000


$
10,000,000Less: accumulated depreciation


2,000,000



1,000,000Less: impairment


8,000,000



—Total

$
—


$
9,000,000








SigmaBroadband Co. Notes to Financial
Statements December 31, 2015 and 2014








23








SigmaBroadband
Co.


Notes to Financial
Statements


December 31, 2014
and 2104





Note 3. LOAN PAYABLE -
STOCKHOLDER





During 2015 and 2014 a stockholder and
officer of the Company advanced the Company $16,711 and $214,
respectively, to pay for certain expenses. The loan bears no
interest, is payable on demand and had a balance of $17,538 at
December 31, 2015.





During 2015 and 2014, a second stockholder
and officer of the Company advance the Company $8,307 and $2,729,
respectively, to pay for certain expenses. The loan bears no
interest, is payable on demand and had a balance of $11,036 at
December 31, 2015.





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.





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' EQUITY





The Company has authorized 500,000,000 shares
of common stock with a par value of $0.0001 per share. At December
31, 2015, 24,574,000 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, 2015.





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.





SigmaBroadband Co. Notes to Financial
Statements December 31, 2015 and 2014





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,
2015 and 2014 totaled $6,000 and $6,000, respectively, and was
forgiven and converted to additional paid-in capital.








24





SigmaBroadband
Co.


Notes to Financial
Statements


December 31, 2014
and 2104





Note 7. INCOME TAXES





The deferred tax asset consists of the
following:





2015


2014Net operating loss
carryforward

$   1,676,000


$      635,000Valuation
allowance


(1,676,000)


(635,000)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:





2015


2014Statutory federal
income tax rate

34
%

34
%State income taxes,
net of federal taxes

6
%

6
%Valuation
allowance


(40)
%

(40)
%Effective income
tax rate


0
%

0
%


As of December 31, 2015, the Company has a
net operating loss carryforwards of approximately $4,191,000 to
reduce future federal and state taxable income through
2035.





The Company currently has no federal or state
tax examinations in progress, nor has it had any federal or state
examinations since its inception. All of the Company's tax years
are subject to federal and state tax examinations.





Note 8. BASIS OF REPORTING





The Company's financial statements are
presented on a going concern basis, which contemplates the
realization of assets and satisfaction of liabilities in the normal
course of business.





SigmaBroadband Co. Notes to Financial
Statements December 31, 2015 and 2014


The Company has incurred losses from
inception of approximately $10,314,000, which among other factors,
raises substantial doubt about the Company's ability to continue as
a going concern. The ability of the Company to continue as a going
concern is dependent upon management's plans to raise additional
capital from the sales of stock and receiving additional loans from
related parties.





The financial statements do not include any
adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities that may result from the possible
inability of the Company to continue as a going
concern.





Note 9. SUBSEQUENT EVENTS





In March 2016, the Company issue 50,000
shares of its common stock for legal services provided to the
Company at $0.10 per share.





In March 2016, the Company recorded the
issuance of 100,000 shares of its common stock for consulting
services provided to the Company at $0.50 per share.






25


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.


26





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,
2015.  In making this assessment, the Company’s
management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission
(“COSO”) in Internal Control-Integrated
Framework.  The COSO framework is based upon five
integrated components of control: control environment, risk
assessment, control activities, information and communications and
ongoing monitoring.


Based on the
assessment performed, management has concluded that the
Company’s internal control over financial reporting, as of
December 31, 2015, 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, 2015.


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.





27


Item 9B.  Other
Information


Effective August
19th,
2015, the Company dismissed David A. Aronson, CPA, P.A.
(“Aronson”) as the Company’s independent
registered public accounting firm. The decision to dismiss Aronson
was approved by the Company’s board of directors. During the
period of engagement from May 24th, 2013 to August
19th,
2015, the auditor’s reports issued by Aronson did not contain
an adverse opinion, a disclaimer of opinion, nor were the reports
qualified or modified as to uncertainly, audit scope or accounting
principles. However, the audit reports did reflect uncertainties
regarding the ability of the Company to continue as a going
concern. During the referenced period, there were no disagreements
between the Company and Aronson on any matter of accounting
principles or practices, financial statement disclosure or auditing
scope or procedure which, if not resolved to the satisfaction of
Aronson, would have caused Aronson to make reference to the matter
in reports on the Company’s financial statements, had any
such reports been issued. During the period of engagement, there
were no reportable events as that term is defined in Item
304(a)(1)(iv) of Regulation S-K.


Effective October 29,
2015, the Company engaged Fruci & Associates II, PLLC, of
Spokane, Washington, as our independent registered public
accounting firm for the fiscal year ended December 31, 2015. During
the Company’s two most recent fiscal years and the subsequent
interim period through October 29, 2015, the Company did not
consult with Fruci & Associates II, PLLC with respect to any of
the matters or events set forth in Item 304(a)(2) of Regulation
S-K.


There exists no other
information required to be disclosed by us in any report during the
twelve months period ended December 31, 2015, 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, 2015 are as
follows:





Executive Officers and
Directors





Name
Age
Office
SinceJeffery
Brown
50
President, Chief
Technology Officer, Director
2012Kelvin D.
Smith
62
Chief Executive Officer,
Chief Operating Officer
2012Timothy D.
Valley
48
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.





28


Jeffery 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.





29


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.





30


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.





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;


31








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.








32


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 2015.





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
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


Summary
Compensation Table 2014





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
Brown
2014
Nil
Nil
Nil
Nil
Nil
Nil
Nil
NilKelvin D
Smith
2014
Nil
Nil
Nil
Nil
Nil
Nil
Nil
NilTimothy D.
Valley
2014
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
2015





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








33


Outstanding Equity Awards at Fiscal
Year-End





We did not have any
outstanding equity awards to our named executive officers, as of
December 31, 2015, our fiscal year-end.





Option Exercises and Stock Vested in
2015





None.





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
Brown

2,500,000(1)

10%Common

Cassandra
Brown

2,500,000(1)

10%Common

Jasmine
Brown

2,500,000(1)

10%Common

Shanice
Brown

2,500,000(1)

10%Common

Kelvin D.
Smith

1,000,000

4%Common

Officers/Directors a Group

11,000,000

44%





34


(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.





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, 2015.





Audit Fees





The aggregate audit
fees billed for the years ended December 31, 2015 and 2014 were
$3,500 and $6,950, 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.








35


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.











36


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,
2017By:
/s/ Jeffery A.
BrownJeffery A,. BrownPresident, Chief
Executive Officer and Director











37