Notes to Financial Statements
March 31, 2017
(Unaudited)
Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Organization
SigmaBroadband Co. ("Sigma" or the "Company") was incorporated in
Georgia in October 2012. The Company has been in the development
stage since inception and has not generated any revenue to date.
The Company is a full service, facilities-based broadband service
provider, local exchange and inter-exchange carrier serving
residential and commercial customers with a special focus on rural
areas.
Basis of Presentation
The accompanying unaudited financial statements have been prepared
in accordance with U.S. generally accepted accounting principles
for interim financial information. Certain information and footnote
disclosures normally included in annual financial statements
prepared in accordance with U.S. generally accepted accounting
principles have been condensed or omitted pursuant to such
principles and regulations of the Securities and Exchange
Commission for Form 10-Q. All adjustments, consisting of normal
recurring adjustments, have been made which, in the opinion of
management, are necessary for a fair presentation of the results of
interim periods. The results of operations for such interim periods
are not necessarily indicative of the results that may be expected
for a full year because of, among other things, seasonality factors
in the retail business. The unaudited financial statements
contained herein should be read in conjunction with the audited
financial statements and notes thereto for the fiscal year ended
December 31, 2016.
Equipment, net
Equipment is stated at cost. Major renewals and betterments are
capitalized while maintenance and repairs, which do not extend the
lives of the respective assets, are expensed when incurred.
Depreciation is computed over the estimated useful lives of the
assets using the straight line method of accounting.
The Company has estimated the useful life of the equipment to be 10
years.
The cost and accumulated depreciation for equipment sold, retired,
or otherwise disposed of are relieved from the accounts, and any
resulting gains or losses are reflected in income.
At March 31, 2017 and December 31, 2016, the assets have been fully
impaired.
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.
Segment Information
The Company follows Accounting Standards Codification ("ASC") 280,
"Segment Reporting". The Company currently operates in a single
segment and will evaluate additional segment disclosure
requirements as it expands its operations.
Net Loss Per Common Share
Basic net (loss) income per common share is calculated using the
weighted average common shares outstanding during each reporting
period. Diluted net (loss) income per common share adjusts the
weighted average common shares for the potential dilution that
could occur if common stock equivalents (convertible debt and
preferred stock, warrants, stock options and restricted stock
shares and units) were exercised or converted into common stock.
There were no common stock equivalents at March 31,
2017.
Income Taxes
The Company follows the asset and liability method of accounting
for future income taxes. Under this method, future income tax
assets and liabilities are recorded based on temporary differences
between the carrying amount of assets and liabilities and their
corresponding tax basis. In addition, the future benefits of income
tax assets including unused tax losses, are recognized, subject to
a valuation allowance to the extent that it is more likely than not
that such future benefits will ultimately be realized. Future
income tax assets and liabilities are measured using enacted tax
rates and laws expected to apply when the tax liabilities or assets
are to be either settled or realized. The Company’s effective
tax rate approximates the Federal statutory rates.
Sigmabroadband Co.
Notes to Financial Statements
March 31, 2017
(Unaudited)
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in
accordance with ASC 718,”Compensation – Stock
Compensation”, when applicable. Under FASB Accounting
Standards Codification No. 718, companies are required to measure
the compensation costs of share-based compensation arrangements
based on the grant-date fair value and recognize the costs in the
financial statements over the period during which employees are
required to provide services. Share-based compensation arrangements
include stock options, restricted share plans, performance-based
awards, share appreciation rights and employee share purchase
plans. As such, compensation cost is measured on the date of grant
at their fair value. Such compensation amounts, if any, are
amortized over the respective vesting periods of the option grant.
The Company applies this statement prospectively.
Equity instruments (“instruments”) issued to other than
employees are recorded on the basis of the fair value of the
instruments, as required by FASB Accounting Standards Codification
No. 718. FASB Accounting Standards Codification No. 505, Equity
Based Payments to Non-Employees defines the measurement date and
recognition period for such instruments. In general, the
measurement date is when either a (a) performance commitment, as
defined, is reached or (b) the earlier of (i) the non-employee
performance is complete or (ii) the instruments are vested. The
measured value related to the instruments is recognized over a
period based on the facts and circumstances of each particular
grant as defined in the FASB Accounting Standards
Codification.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. Cash and
cash equivalents are stated at cost, which approximates fair value.
The amount of cash equivalents as of March 31, 2017 and 2016 were
nil.
Reclassification of Prior Period Financial Statements
Certain items previously reported have been reclassified to conform
with the current year's presentation.
Recent Accounting Pronouncements
The
Company has reviewed all recently issued, but not yet effective,
accounting pronouncements and does not believe the future adoption
of any such pronouncements may be expected to cause a material
impact on our financial condition or the results of its
operations.
In March 2016, the FASB issued ASU 2016-03. The amendments in this
Update make the guidance in Updates 2014-02, 2014-03, 2014- 07, and
2014-18 effective immediately by removing their effective dates.
The amendments also include transition provisions that provide that
private companies are able to forgo a preferability assessment the
first time they elect the accounting alternatives within the scope
of this Update. The Company is in the process of evaluating the
impact of the adoption of this ASU.
In March 2016, the FASB issued ASU 2016-09, Stock Compensation,
which is intended to simplify several aspects of the accounting for
share-based payment award transactions. The guidance will be
effective for the fiscal year beginning after December 15, 2016,
including interim periods within that year. The Company is in the
process of evaluating the impact of the adoption of this
ASU.
Note 2 – EQUIPMENT, NET
The Company's furniture and equipment at March 31, 2017 and
December 31, 2016 consisted of the following:
|
|
|
|
|
Telecommunications
equipment
|
10,000,000
|
10,000,000
|
|
Less:
accumulated depreciation
|
2,000,000
|
2,000,000
|
|
Less:
impairment
|
8,000,000
|
8,000,000
|
|
Total
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-
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-
|
Note 3. LOAN PAYABLE - STOCKHOLDER
At March 31, 2017 and December 31, 2016, a stockholder and officer
of the Company was owed $34,903 and $34,342 by the Company for
funds he had advanced to pay for certain expenses. The loan bears
no interest and is payable on demand.
Sigmabroadband Co.
Notes to Financial Statements
March 31, 2017
(Unaudited)
At March 31, 2017 and December 31, 2016, a stockholder and officer
of the Company was owed $15,468 and $14,105 by the Company for
funds he had advanced to pay for certain expenses. The loan bears
no interest and is payable on demand.
Note 4. NOTE PAYABLE
In December 2013, the Company signed an agreement to purchase
certain telecommunications equipment for $10 million. The agreement
called for the Company to sign an installment agreement for
$1,000,0000. The installment agreement, as amended in November
2015, calls for this balance to be amortized over a six year term
with interest accruing at 8% per annum. Additionally, under the
terms of this modification, payments will begin 48 months after the
signing of the original agreement (December 2013) at which time all
interest accrued until that time will be due and payable. Interest
only payments will begin in month 49 and will continue through
month 72 at which time a balloon payment of the principal and any
unpaid interest will be due. At March 31, 2017 and December 31,
2016, accrued interest on this note totaled
$304,187 and
$284,187
,
respectively.
The amendment stipulates that the remaining $9,000,000 owed by the
Company will be paid by the issuance of 10,000,000 shares of the
Company's preferred stock within 36 months from the date of the
amendment.
Note 5. STOCKHOLDERS' DEFICIT
The Company has authorized 500,000,000 shares of common stock with
a par value of $0.0001 per share. At March 31, 2017,
24,724,000
shares of common stock were
issued and outstanding.
The Company has authorized 10,000,000 shares of preferred stock
with no par value. No shares were issued or outstanding at March
31, 2017.
In first quarter of 2016, the Company issued 100,000 shares of
common stock for consulting services, the common shares issued were
valued at $13,000.
In second quarter of 2016, the Company issued 50,000 shares of
common stock to settle $5,000 of accounts payable.
Note 6. COMMITMENTS AND CONTINGENCIES
The Company currently leases its offices on a month to month basis
from the Company's President and stockholder for $500 per
month.
Rent expense for the three months ended March 31, 2017 and 2016
totaled $1,500 and $1,500, respectively, and was forgiven and
converted to additional paid-in capital.
Note 7. INCOME TAXES
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|
|
|
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Net
operating loss carryforward
|
1,741,000
|
1,732,000
|
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Valuation
allowance
|
(1,741,000
)
|
(1,732,000
)
|
|
Deferred
tax asset, net
|
-
|
-
|
The income tax benefit differs from the amount computed by applying
the statutory federal and state income tax rates to the loss before
income before income taxes. The sources and tax effects of the
differences are as follows:
Sigmabroadband Co.
Notes to Financial Statements
March 31, 2017
(Unaudited)
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|
|
|
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Statutory
federal income tax rate
|
34%
|
34%
|
|
State
income taxes, net of federal taxes
|
6%
|
6%
|
|
Valuation
allowance
|
(40%)
|
(40%)
|
|
Effective
income tax rate
|
0%
|
0%
|
As of
March 31, 2017 and December 31, 2016, the Company has a deferred
taxes asset of approximately $1,741,000 and $1,732,000,
respectively, to reduce future federal and state taxable income
through 2035.
The Company currently has no federal or state tax examinations in
progress, nor has it had any federal or state examinations since
its inception. All of the Company's tax years are subject to
federal and state tax examinations. The Company is only subject to
state taxes in Georgia.
Note 8. GOING CONCERN
These
financial statements have been prepared on a going concern basis,
which assumes the Company will be able to realize its assets and
discharge its liabilities in the normal course of business for the
foreseeable future. The Company has yet to demonstrate sustainable
profitability and it does not currently have the funding to fully
implement its business plan. Future losses are anticipated in the
continued development of its business, raising substantial doubt
about the Company’s ability to continue as a going concern.
The ability to continue as a going concern is dependent upon
the Company generating profitable operations in the future and, or,
obtaining the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they
come due. Management intends to finance operating costs over the
next twelve months with existing cash on hand, loans from directors
or stockholders or through debt or equity financings.
The financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the
Company to continue as a going concern.
Note 9. SUBSEQUENT EVENTS
On May 7, 2017, Kelvin D. Smith tendered his resignation as the
Chief Executive Officer, Chief Operating Officer, and Executive
Vice President of Business Affairs for SigmaBroadband
Co.
, and on May 10, 2017 the
Company accepted the resignation. Mr. Smith’s decision to
resign did not involve any disagreement with the Company, the
Company's management or the Board of Directors.
On
May 8, 2017, Timothy Valley tendered his resignation as the Chief
Financial Officer of the Company, and on May 10, 2017 the Company
accepted the resignation. Mr. Valley’s decision to resign did
not involve any disagreement with the Company, the Company's
management or the Board of Directors.