S-1/A 1 sigma-20171023_s1a4.htm S1 A3

As filed with the Securities and Exchange Commission on March 19, 2018

 

Registration No. 333-221302

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

AMENDMENT NO. 4

TO

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

SIGMARENOPRO INC.

(Exact name of registrant as specified in its charter)

 

Nevada   2821   38-4045138
(State or Other Jurisdiction of   (Primary Standard Industrial   (IRS Employer
Incorporation or Organization)   Classification Number)   Identification Number)

 

SigmaRenoPro, Inc.

Aloni Noa’kh St. 1
Kiryat Motzkin 26402

Israel
+972 03-6860331

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Omar Aamar

SigmaRenoPro, Inc.

Aloni Noa’kh St. 1
Kiryat Motzkin 26402

Israel
+972 03-6860331

(Address, including zip code, and telephone number,
including area code, of agent for service)

 

Copies to:

Thomas E. Puzzo, Esq.
Law Offices of Thomas E. Puzzo, PLLC
3823 44th Ave. NE
Seattle, Washington 98105
Telephone No.: (206) 522-2256
Facsimile No.: (206) 260-0111

 

Approximate date of proposed sale to the public: As soon as practicable and from time to time after the effective date of this Registration Statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [x]

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

 

If this Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

 

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 [ ]     (Do not check if a smaller reporting company) Smaller reporting company [x]

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class     Proposed 
Maximum
  Proposed 
Maximum
   
of Securities  Amount to Be  Offering Price  Aggregate  Amount of
to be Registered  Registered (1)  per Share (2)  Offering Price  Registration Fee
Common Stock, par value $0.001 per share   2,200,000   $0.025   $55,000   $ 1.27 (3)

 

(1)The company may not sell all of the shares, in fact it may not sell any of the shares. For example, if only 50% of the shares are sold, there will be 1,100,000 shares sold and the gross proceeds will be $27,500.

 

(2)The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

 

(3)The proposed maximum offering price per share and the proposed maximum aggregate offering price have been estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

  

(4)The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o).  Our common stock is not traded on any national exchange and in accordance with Rule 457, the offering price was determined by the price of the shares that were sold to our shareholders in a private placement pursuant to an exemption from registration under the Securities Act.

 

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

 

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

 

 

 

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED MARCH 17, 2018

 

2,200,000 OF COMMON STOCK OFFERED BY SIGMARENOPRO INC.

  

This is the initial public offering (the “Offering”) of common stock of SigmaRenoPro, Inc. and no public market currently exists for the securities being offered. We are offering for sale a total of up to 2,200,000 shares of our common stock at a fixed price of $0.025 per share. We estimate our total offering registration costs to be approximately $4,726. There is no minimum number of shares that must be sold by us for the Offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. None of the funds from the offering will be placed in an escrow, trust or similar account, but will be available to us immediately. The Offering will commence promptly on the date upon which the registration statement is declared effective with the Securities and Exchange Commission (the “SEC”) and will conclude upon the earlier of (i) when the Offering period ends (90 days from the effective date of this prospectus), (ii) the date when the sale of all 2,200,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the Offering prior to the completion of the sale of all 2,200,000 shares registered under the Registration Statement of which this Prospectus is part. The Offering is being conducted on a self-underwritten, best efforts basis, which means our officers and directors will attempt to sell the shares in reliance on the safe harbor from broker-dealer registration under Rule 3a4-1 of the Securities Exchange of 1934, as amended (the “Exchange Act”). This prospectus will permit our directors to sell the shares directly to the public. No commission or other compensation related to the sale of the shares will be paid to the directors. We are making this Offering without the involvement of underwriters or broker-dealers.



 

  

Offering Price

Per share

  Commissions  Proceeds to Company After Expenses if 25% of the shares are sold  Proceeds to Company After Expenses if 50% of the shares are sold  Proceeds to Company After Expenses if 75% of the shares are sold  Proceeds to Company After Expenses if 100% of the shares are sold
Common Stock  $0.025   Not Applicable  $13,750   $27,500   $41,250   $55,000 
Totals  $0.025   Not Applicable  $13,750   $27,500   $41,250   $55,000 

 

We may receive no proceeds or very minimal proceeds from the offering and potential investors may end up holding shares in a company that has not received enough proceeds from the offering to begin operations and has no market for its shares.

 

No public market currently exists for our common stock being offered hereby. Our common stock is presently not listed on any national securities exchange or reported on any quotation system. Subsequent to the initial filing date of the registration statement on Form S-1, in which this prospectus is included, we may have an application filed on our behalf by a market maker for approval of our common stock for quotation on the OTC Markets Group, Inc. No assurance can be made, however, that we will choose to file such an application or will be able to locate a market maker to submit such application or that such application will be approved. We intend to go forward with the Offering whether the application is not approved or not.

 

We qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (“JOBS Act”). For more information, see the prospectus section titled “Emerging Growth Company Status” starting on page 2.

 

We are a "shell company" within the meaning of Rule 405, promulgated pursuant to Securities Act, because we have nominal assets and nominal operations. Accordingly, the securities sold in this offering can only be resold through registration under Section 5 the Securities Act of 1933, Section 4(1), if available, for non-affiliates, or by meeting the conditions of Rule 144(i). Because we are a shell company, the Rule 144 safe harbor is not available for the resale of any restricted securities issued by us in any subsequent unregistered offering. This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.

 

The Company is currently in the development stage and has minimal operations and revenues to date and there can be no assurance that the company will be successful in furthering its operations and/or revenues. Persons should not invest unless they can afford to lose their entire investment.

 

Investing in our securities involves a high degree of risk. You should purchase these shares of common stock only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 5 of this prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.

 

 1 

 

 

TABLE OF CONTENTS

 

  Page
   
Prospectus Summary 3
Risk Factors 6
Risk Factors Relating to Our Company 6
Risk Factors Relating to Our Common Stock 10
Use of Proceeds 13
Determination of Offering Price 13
Selling Security Holders 14
Plan of Distribution 15
Description of Securities 17
Description of Business 19
Our Executive Offices 23
Legal Proceedings 23
Market for Common Equity and Related Stockholder Matters 23
Management’s Discussion and Analysis of Financial Condition and Results of Operations 24
Directors, Executive Officers, Promoters and Control Persons 26
Executive Compensation 27
Security Ownership of Certain Beneficial Owners and Management 29
Certain Relationships and Related Transactions 29
Disclosure of Commission Position on Indemnification for Securities Act Liabilities 30
Where You Can Find More Information 30
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 30
Financial Statements 31

  

 2 

 

  

A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

PROSPECTUS SUMMARY

 

As used in this prospectus, references to the “Company”, “we”, “our”, “us”, “SigmaRenoPro” refer to SigmaRenoPro, Inc., unless the context otherwise indicates.

 

The following summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements, and the notes to the financial statements.

 

OUR COMPANY

 

Corporate Background and Business Overview

 

SigmaRenoPro, Inc. is a development stage company. We were incorporated under the laws of the state of Nevada on June 16, 2017. We are not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act, since we have a specific business plan or purpose. Neither the Company, its affiliates nor its promoters have had preliminary contact or discussions with, nor does the Company, its affiliates or its promoters have any present plans, proposals, arrangements or understandings with, any representatives of the owners of any business or company regarding the possibility of an acquisition or merger. Neither the Company, its affiliates nor its promoters intend for the Company, once it is a reporting company, to be used as a vehicle for a private company to become a reporting company.

 

We plan to provide home project owners with contractor match making services in the U.S. Our customized match making service helps homeowners converge with professional contractors. We plan to create a collection of articles intended to help homeowners with home project information, including:

 

•                     How to outline project requirements;

 

•                     How to select the right contractor;

 

•                     How to interview contractors;

 

•                     How to draw up a project contract; and

 

•                     How to settle disputes with contractors

 

Our service is deigned to be free for all homeowners to use and post their projects. We plan to build a network of professionally-skilled contractors who provide a broad array of construction and renovation services for everything from changing light fixtures to complete kitchen renovation, and from housecleaning services to new construction.

 

Our website is currently in the development stage. We expect our website to be operational within 6 months following successful completion of this offering, and the funding needed to reach this level of functionality is $_55,000. If we are successful in completing and launching our website, we anticipate that we will generate nominal revenues within 4 to 6 months following the website launch. The Company has already begun developing its website. The Company has a set business plan which does not include the merger or acquisition with any other entity. Our services are free to homeowners. We plan to generate revenues when service professionals pay a subscription fee of $49 to participate in the Company's network. Each service provider will be required to complete a profile, specifying the type of work they perform, areas of expertise, and geographical area they serve. We plan to provide lead generation services - new customer leads that match the service professional's criteria. The service professional will be required to pay a monthly subscription fee of $49 to access the leads.

 

Because we are a shell company, the Rule 144 safe harbor is not available for the resale of any restricted securities issued by us in any subsequent unregistered offering.  This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.

 

Our fiscal year end is June 30, and we have no subsidiaries. Our business offices are currently located at Aloni Noa’kh St. 1, Kiryat Motzkin 26402, Israel.

 

 3 

 

 

Certain Information about this Offering

 

   Offering Price
Per Share
  Commissions  Proceeds to
Company
Before Expenses
if 10% of the
shares are sold
  Proceeds to
Company
Before Expenses
if 50% of the
shares are sold
  Proceeds to
Company
Before Expenses
if 100% of the
shares are sold
Common Stock  $0.02   Not Applicable  $5,500   $27,500   $55,000 
                        
Totals  $0.02   Not Applicable  $5,500   $27,500   $55,000 

 

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained.  Our common stock is not traded on any exchange or on the over-the-counter market.  After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board.  We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

 

Emerging Growth Company

 

We are an ‘‘emerging growth company’’ within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with the requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see “Risk Factors—Risks Related to this Offering and our Common Stock – We are an ‘emerging growth company’ and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors” on page 10 of this prospectus.

 

Omar Aamar serves as our President and sole director. We are a development stage company that has generated no revenues and has had limited operations to date. From June 16, 2017 (date of inception) to September 30, 2017 we have incurred accumulated net losses of 7,700. As of September 30, 2017 we had total assets of $10,995 and total liabilities of $295. We have sold and issued an aggregate of 2,300,000 shares of our common stock since our inception through the date of this Prospectus. All 2,300,000, or 100%, of the shares are held collectively by our President, Treasurer and director, Omar Aamar, and Hosnieh Aamar, our Secretary.

 

Due to the uncertainty of our ability to meet our current operating and capital expenses, our independent auditors have included a going concern opinion in their report on our audited financial statements for the period ended June 30, 2017. The notes to our financial statements contain additional disclosure describing the circumstances leading to the issuance of a going concern opinion by our auditors.

 

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THE OFFERING

 

The Offering

     
Securities offered:   We are offering up to 2,200,000 of our common stock.
     
Offering price:   We will offer and sell our shares of common stock at a fixed price of $0.025 per share.
     
Shares outstanding prior to offering:   2,300,000
     
Shares outstanding after offering:   4,500,000
     
Market for the common shares:  

There is no public market for our shares.  Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to eligible for trading on the OTC Markets. We do not yet have a market maker who has agreed to file such application.

 

There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.

     
Use of proceeds:   We intend to use the net proceeds from the sale of our 2,200,000 shares (after deducting estimated offering expenses payable by us) for professional fees, further development of our website, administration expenses, and marketing and advertising.  See “Use of Proceeds” on page 18 for more information on the use of proceeds.  

 

SUMMARY FINANCIAL INFORMATION

 

The tables and information below are derived from our audited financial statements for the period from June 16, 2017 (Inception) to June 30, 2017, and our unaudited financial statements for the six-month period ended December 31, 2017.  Our working capital as at December 31, 2017 was $10,700.

 

   June 30, 2017 ($)
    
Financial Summary (Audited)     
Cash and Deposits   18,385 
Total Assets   18,385 
Total Liabilities   255 
Total Stockholder’s Equity   18,130 

 

   Accumulated from
June 16, 2017
(Inception) to
June 30, 2017 ($)
    
Consolidated Statements of Expenses and Comprehensive Loss     
Total Operating Expenses   270 
Net Loss for the Period   (270)

 


    December 31, 2017 ($)
     
Financial Summary (Unudited)        
Cash and Deposits     2,658  
Prepaid Expenses     6,212  
Total Assets     8,870  
Total Liabilities     0  
Total Stockholder’s Equity     8,870  

 

   Six Months ended
December 31, 2017 ($)
     
Statements of Operations        
Operating Expenses     9,260  
Net Loss for the Period     (9,260 )

 

 

 

 5 

 

 

RISK FACTORS

 

An investment in our common stock involves a number of very significant risks. You should carefully consider the following known material risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company’s common stock. You could lose all or part of your investment due to any of these risks.

 

RISKS RELATING TO OUR COMPANY

 

Our auditors have expressed substantial doubt about our ability to continue as a going concern.

 

Our audited financial statements for the year ended June 30, 2017 were prepared assuming that we will continue our operations as a going concern. We were incorporated on June 16, 2017 and do not have a history of earnings. As a result, our independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

 

The proceeds of this offering, if any, may not be sufficient to fund planned operations and may not even cover the costs of the offering and you may lose your entire investment.

 

We are offering a maximum of 2,200,000 shares of our common stock at $0.025 per share, however there is no minimum to our offering. Funds we raise in this offering, if any, may not be sufficient to fund our planned operations and may not even cover the costs of this offering. If we are not able to raise any funds in this offering, our company will be in a worse financial position then prior to commencement of the offering as we will still incur the costs of this offering. If we do not raise sufficient funds in this offering to fund our operations or even cover the costs of this offering, you may lose your entire investment.

 

There is uncertainty regarding our ability to continue as a going concern, indicating the possibility that we may be required to curtail or discontinue our operations in the future. If we discontinue our operations, you may lose all of your investment.

 

We have incurred net losses of $270 from our inception on June 16, 2017 to June 30, 2017, $9,260 for the six months ended December 31, 2017, and have completed only the preliminary stages of our business plan. We anticipate incurring additional losses before realizing any revenues and will depend on additional financing in order to meet our continuing obligations and ultimately, to attain profitability. We anticipate that our current cash assets will be extinguished by December 31, 2018. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. If we are unable to obtain additional financing from outside sources and eventually produce enough revenues, we may be forced to sell our assets, or curtail or discontinue our operations. If this happens, you could lose all or part of your investment.

 

We are in an early stage of development. If we are not able to develop out business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your investment.

 

We were incorporated on June 16, 2017. We have no customers, and we have not earned any revenues to date. Our business prospects are difficult to predict because of our limited operating history, early stage of development, and unproven business strategy. Our primary business activities will be focused on the development of our homeowner-contractor match making service. Although we believe that our business plan has significant profit potential, we may not attain profitable operations and our management may not succeed in realizing our business objectives. If we are not able to develop out business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your investment.

 

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We expect to suffer losses in the immediate future that may cause us to curtail or discontinue our operations.

 

We expect to incur operating losses in future periods. These losses will occur because we do not yet have any revenues to offset the expenses associated with the development of our homeowner-contractor match making services, generally. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will almost certainly fail.

 

We may not be able to execute our business plan or stay in business without additional funding.

 

Our ability to generate future operating revenues depends in part on whether we can obtain the financing necessary to implement our business plan. We will likely require additional financing through the issuance of debt and/or equity in order to establish profitable operations, and such financing may not be forthcoming. As widely reported, the global and domestic financial markets have been extremely volatile in recent months. If such conditions and constraints continue or if there is no investor appetite to finance our specific business, we may not be able to acquire additional financing through credit markets or equity markets. Even if additional financing is available, it may not be available on terms favorable to us. At this time, we have not identified or secured sources of additional financing. Our failure to secure additional financing when it becomes required will have an adverse effect on our ability to remain in business.

 

The homeowner-contractor match making services industry is extremely competitive, and if we are not able to compete successfully against other homeowner-contractor match making services, we will not be able operate our business and investors will lose their entire investment.

 

The homeowner-contractor match making services industry is extremely competitive and rapidly changing. We currently and in the future face competitive pressures from numerous actual and potential competitors. Many of our current and potential competitors in the homeowner-contractor match making services business have substantial competitive advantages than we have, including:

 

longer operating histories;

 

significantly greater financial, technical and marketing resources;

 

greater brand name recognition;

 

existing customer bases; and

 

commercially accepted services.

 

Our competitors may be able to respond more quickly to new or emerging technologies and changes in the homeowner-contractor match making services industry and devote greater resources to identify, develop and market new products, and distribute and sell their products than we can.

 

The loss of the services of Omar Aamar, our President and Chairman, or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our website and sell our services.

 

The development of our homeowner-contractor match making services business and the marketing of our prospective products will continue to place a significant strain on our limited personnel, management, and other resources. Our future success depends upon the continued services of our executive officers who are developing our business, and on our ability to identify and retain competent consultants and employees with the skills required to execute our business objectives. The loss of the services of Omar Aamar or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our website and sell our services, which could adversely affect our financial results and impair our growth.

 

 7 

 

 

We are a development stage, homeowner-contractor match making services company, with no experience in the market, and failure to successfully compensate for this inexperience may adversely impact our operations and financial position.

 

We operate as development stage, homeowner-contractor match making services company, with few substantial tangible assets in a highly competitive industry. We have little operating history, no customer base and no revenue to date. This makes it difficult to evaluate our future performance and prospects. Our prospects must be considered in light of the risks, expenses, delays and difficulties frequently encountered in establishing a new business in an emerging and evolving industry characterized by intense competition, including:

 

our business model and strategy are still evolving and are continually being reviewed and revised;

 

we may not be able to raise the capital required to develop our initial customer base and reputation;

 

we may not be able to successfully implement our business model and strategy; and

 

our management consists of one person, Omar Aamar, our President and Chairman.

 

We cannot be sure that we will be successful in meeting these challenges and addressing these risks and uncertainties. If we are unable to do so, our business will not be successful and the value of your investment in our company will decline.

 

Our failure to protect our intellectual property and proprietary technology may significantly impair our competitive advantage.

 

Our success and ability to compete depend in large part upon protecting our proprietary technology. We rely on a combination of patent, trademark and trade secret protection, non disclosure and non use agreements to protect our proprietary rights. The steps we have taken may not be sufficient to prevent the misappropriation of our intellectual property, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. The patent and trademark law and trade secret protection may not be adequate to deter third party infringement or misappropriation of our patents, trademarks and similar proprietary rights.

 

In addition, patents issued to the us may be challenged, invalidated or circumvented. Our rights granted under those patents may not provide competitive advantages to us, and the claims under our patent applications may not be allowed. We may be subject to or may initiate interference proceedings in the United States Patent and Trademark Office, which can demand significant financial and management resources. The process of seeking patent protection can be time consuming and expensive and patents may not be issued from currently pending or future applications. Moreover, our existing patents or any new patents that may be issued may not be sufficient in scope or strength to provide meaningful protection or any commercial advantage to us.

 

We may in the future initiate claims or litigation against third parties for infringement of our proprietary rights in order to determine the scope and validity of our proprietary rights or the proprietary rights of our competitors. These claims could result in costly litigation and the diversion of our technical and management personnel.

 

We may face costly intellectual property infringement claims, the result of which would decrease the amount of cash we would anticipate to operate and complete our business plan.

 

We anticipate that from time to time we will receive communications from third parties asserting that we are infringing certain patents and other intellectual property rights of others or seeking indemnification against alleged infringement. If anticipated claims arise, we will evaluate their merits. Any claims of infringement brought of third parties could result in protracted and costly litigation, damages for infringement, and the necessity of obtaining a license relating to one or more of our products or current or future technologies, which may not be available on commercially reasonable terms or at all. Litigation, which could result in substantial cost to us and diversion of our resources, may be necessary to enforce our patents or other intellectual property rights or to defend us against claimed infringement of the rights of others. Any intellectual property litigation and the failure to obtain necessary licenses or other rights could have a material adverse effect on our business, financial condition and results of operations.

 

 8 

 

 

We are dependent on our President and sole director, without whose services company business operations could cease.

 

At this time, Omar Aamar, our President and sole director, is wholly responsible for the development and execution of our business plan. Our President and sole director is under no contractual obligation to remain employed by us, although he has no present intention to leave. If our President and sole director should choose to leave us for any reason before we have hired additional personnel our operations may fail. Even if we are able to find additional personnel, it is uncertain whether we could find qualified management who could develop our business as described herein or would be willing to work for compensation the Company could afford. Without such management, the Company could be forced to cease operations and investors in our common stock or other securities could lose their entire investment.

 

Because we are a shell company, it will likely be difficult for us to obtain additional financing by way of private offerings of our securities.

 

We are a "shell company" within the meaning of Rule 405, promulgated pursuant to Securities Act, because we have nominal assets and nominal operations. Accordingly, the holders of securities purchased in private offerings of our securities we make to investors will not be able to rely on the safe harbor from being deemed an underwriter under SEC Rule 144 in order to resell their securities. This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.

 

Because we are a shell company, you will not be able to resell your shares in certain circumstances, which could hinder the resale of your shares.

 

We are a "shell company" within the meaning of Rule 405, promulgated pursuant to Securities Act, because we have nominal assets and nominal operations. Accordingly, the securities sold in this offering can only be resold through registration under Section 5 the Securities Act of 1933, Section 4(1), if available, for non-affiliates, or by meeting the conditions of Rule 144(i). Another implication of us being a shell company is that we cannot file registration statements under Section 5 of the Securities Act using a Form S-8, a short form of registration to register securities issued to employees and consultants under an employee benefit plan. Additionally, though exemptions, such as Section 4(1) of the Securities Act may be available for non-affiliate holders our shares to resell their shares, because we are a shell company, a holder of our securities may not rely on the safe harbor from being deemed statutory underwriter under Section 2(11) of the Securities Act, as provided by Rule 144, to resell his or her securities. Only after we (i) are not a shell company, and (ii) have filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that we may be required to file such reports and materials, other than Form 8-K reports); and have filed current "Form 10 information" with the SEC reflecting our status as an entity that is no longer a shell company for a period of not less than 12 months, can our securities be resold pursuant to Rule 144. "Form 10 information" is, generally speaking, the same type of information as we are required to disclose in this prospectus, but without an offering of securities. These circumstances regarding how Rule 144 applies to shell companies may hinder your resale of your shares of the Company. 

 

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

 

We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

We cannot predict if investors will find our common stock less attractive because we will not rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 

Under the Jumpstart Our Business Startups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves to this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

 

Because we will likely have fewer than three hundred shareholders of record, we will likely be able to terminate our reporting obligations, and if we do that, our shares of common stock will not be eligible for quotation on the OTCQB tier of OTC Markets.

 

We will be required to file reports with the SEC only for the fiscal year in which the registration statement for this offering becomes effective. In order to continue to be obligated to file reports either we would have to voluntarily file a Registration Statement on SEC Form 8-A, as we presently intend, or we would be obligated to file a Registration Statement SEC Form 8-A if on the last day of our fiscal year in which the registration statement for this offering becomes effective we have more than $10 million in assets and either 2,000 or more record holders or 500 or more record holders who are not "accredited investors." If we were to cease reporting, you will not have access to updated information regarding the Company's business, financial condition and results of operation.  Upon suspension of reporting obligations, although the Company may continue to file reports with the SEC, such filings will be voluntary.   If we terminate or suspend our reporting obligations to the SEC, our shares of common stock will not be eligible for quotation on the OTCQB tier of OTC Markets, and as a result, your entire investment may be lost.

  

Additionally, if we do not file a Registration Statement on Form 8-A we will not be subject to the proxy statement requirements, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC regarding their stock ownership and stock trading activity, all of which could reduce the value of your investment and the amount of publicly available information about us.

 

It will be extremely difficult to acquire jurisdiction and enforce liabilities against our officers, directors and assets outside the United States.

 

Substantially all of our assets are currently located outside of the United States. Additionally, our two officers and directors reside outside of the United States, in Israel.  As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws. Moreover, we have been advised Israel does not have a treaty providing for the reciprocal recognition and enforcement of judgments of courts with the United States. Further, it is unclear if extradition treaties now in effect between the United States and Israel would permit effective enforcement of criminal penalties of the Federal securities laws.

 

We incur costs associated with SEC reporting compliance, which may significantly affect our financial condition.

 

The Company made the decision to become an SEC “reporting company.” We will incur certain costs of compliance with applicable SEC reporting rules and regulations including, but not limited to attorneys fees, accounting and auditing fees, other professional fees, financial printing costs and Sarbanes-Oxley compliance costs in an amount estimated at approximately $25,000 per year. On balance, the Company determined that the incurrence of such costs and expenses was preferable to the Company being in a position where it had very limited access to additional capital funding. 

 

However, for as long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

 

We will remain an “emerging growth company” for up to five years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the following June 30.

 

 9 

 

 

After, and if ever, we are no longer an “emerging growth company,” we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with those requirements applicable to companies that are not “emerging growth companies,” including Section 404 of the Sarbanes-Oxley Act.

 

It will be extremely difficult to acquire jurisdiction and enforce liabilities against our officers, directors and assets outside the United States.

 

Substantially all of our assets are currently located outside of the United States. Additionally, our two officers and directors reside outside of the United States, in Israel.  As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws. Moreover, we have been advised Israel does not have a treaty providing for the reciprocal recognition and enforcement of judgments of courts with the United States. Further, it is unclear if extradition treaties now in effect between the United States and Israel would permit effective enforcement of criminal penalties of the Federal securities laws.

 

 

RISKS ASSOCIATED WITH OUR SECURITIES

 

Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this offering.

 

Our shares of common stock do not trade on any exchange and are not quoted over-the-counter. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the OTC Markets. We cannot guarantee that our application will be accepted or approved and our stock quoted for sale. As of the date of this filing, there have been no discussions or understandings between the Company and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

 

Because there is no escrow, trust or similar account, the offering proceeds could be seized by creditors or by a trustee in bankruptcy, in which case investors would lose their entire investment.

 

Any funds that we raise from our offering of 2,200,000 shares of common stock will be immediately available for our use and will not be returned to investors. We do not have any arrangements to place the funds received from our offering of 2,200,000 shares of common stock in an escrow, trust or similar account.  Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws.  If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscription funds.  As such, it is possible that a creditor could attach your subscription funds which could preclude or delay the return of money to you.  If that happens, you will lose your investment and your funds will be used to pay creditors.

 

Our common stock is subject to the “penny stock” rules of the SEC and there is no trading market in our securities, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

 

Under U.S. federal securities legislation, our common stock will constitute “penny stock”. Penny stock is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

 

 10 

 

 

We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

 

Our Articles of Incorporation authorize the issuance of 75,000,000 shares of common stock.  As of the date of this prospectus, the Company had 2,300,000 shares of common stock, and no shares of preferred stock, issued and outstanding. Accordingly, we may issue up to an additional 72,700,000 shares of common stock. The future issuance of common stock or preferred stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

 

Our insiders beneficially own a significant portion of our stock, and accordingly, may have control over stockholder matters, our business and management.

 

As of the date of this prospectus, our officers and directors beneficially own 2,300,000 shares of our common stock in the aggregate, or 100% of our issued and outstanding shares of common stock. If we sell all 2,200,000 shares in the offering, our officers and sole director will hold 51% of the issued and outstanding shares of common stock of the Company. Therefore, our two officers, one of whom is our sole director, will have significant influence to:

 

  Elect or defeat the election of our directors;
     
  Amend or prevent amendment of our articles of incorporation or bylaws;
     
  effect or prevent a merger, sale of assets or other corporate transaction; and
     
  affect the outcome of any other matter submitted to the stockholders for vote.

 

Moreover, because of the significant ownership position held by our insiders, new investors may not be able to effect a change in our business or management, and therefore, shareholders would have no recourse as a result of decisions made by management.

 

In addition, sales of significant amounts of shares held by our officers and sole director, or the prospect of these sales, could adversely affect the market price of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

 

We are selling this offering without an underwriter and may be unable to sell any shares.

 

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our officers and director, Omar Aamar and Hosnie Amar, neither of whom will receive any commission. They will offer the shares to friends, family members, and business associates, however, there is no guarantee that they will be able to sell any of the shares. Unless they are successful in selling all of the shares and we receive the proceeds from this offering, we may have to seek alternative financing to implement our business plan.

 

State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

 

Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.

 

 11 

 

 

The Company does not intend to seek registration or qualification of its shares of common stock the subject of this offering in any state or territory of the United States.  Aside from a “secondary trading” exemption, other exemptions under state law and the laws of US territories may be available to purchasers of the shares of common stock sold in this offering,

 

Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of our company.

 

Though not now, in the future we may become subject to Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors:

 

(i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.

 

The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.

  

If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shares.

 

Nevada’s control share law may have the effect of discouraging takeovers of the corporation.

 

In addition to the control share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquiror to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

 

The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of our company from doing so if it cannot obtain the approval of our board of directors.

 

Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

 

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. Stockholders may never be able to sell shares when desired.  Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected.

 

 12 

 

 

USE OF PROCEEDS

 

Our public offering of 2,200,000 is being made on a self-underwritten basis:  no minimum number of shares must be sold in order for the offering to proceed. The net proceeds to us from the sale of up to 2,200,000 shares offered at a public offering price of $0.025 per share will vary depending upon the total number of shares sold. Regardless of the number of shares sold, we expect to incur offering expenses estimated at $4,726 for legal, accounting, printing and other costs in connection with this offering (see “Other Expenses of Issuance and Distribution” in Part II). We will not receive any proceeds from the sale of shares by the selling shareholders. We will not maintain an escrow account for the receipt of proceeds from the sale of our shares.

 

The following table sets forth the uses of proceeds from the primary offering would be used assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company.  There is no assurance that we will raise the full $55,000 as anticipated.

 

   25% of  50% of  75% of  100% of
   shares sold  shares sold  shares sold  shares sold
             
Gross Proceeds from this Offering (1)(2):  $13,750   $27,500   $41,250   $55,000 
                     
General and Administrative  $1,500   $3,000   $4,500   $6,000 
Legal and Accounting  $1,000   $2,000   $3,000   $4,000 
Facilities  $500   $1,000   $1,500   $2,000 
Website Development  $4,000   $8,000   $12,000   $16,000 
Sales, Marketing, Travel  $2,500   $5,000   $7,500   $10,000 
Website Hosting  $250   $500   $1,500   $1,000 
Contract Labor  $4,000   $8,000   $12,000   $16,000 
Totals  $13,750   $27,500   $41,250   $55,000 

 

(1)Expenditures for the 12 months following the completion of this offering. The expenditures are categorized by significant area of activity.

 

(2)Our offering expenses are estimated to be $4,726, and we plan to pay the balance of offering expenses from cash on hand.

 

The above figures represent only estimated costs.  All proceeds will be deposited into our corporate bank account. Any funds that we raise from our offering of 2,200,000 shares will be deposited in a Company bank account in the United States immediately available for our use and will not be returned to investors.  We do not have any arrangements to place the funds received from our offering of $55,000 in an escrow, trust or similar account. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws.  If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions.  As such, it is possible that a creditor could attach your subscription which could preclude or delay the return of money to you.  If that happens, you will lose your investment and your funds will be used to pay creditors.

 

The minimum amount of proceeds we will need to raise in order to have an operating business and to meet our reporting requirements is $13,750. If less than $13,750 is received we will have to cease operations.

 

Below is a brief description of our planned activities which we expect to commence immediately after the Offering is completed and the proceeds have been received and accepted assuming that we were able to sell all 2,200,000 shares of our common stock.

 

Months 1 to 6 Following Completion of this Offering

 

Main Objectives:

 

·Hire a freelancer graphic designer;
·Identify and hire a freelance software developer to develop our system;
·Initiate the graphic design of our corporate identity package (logos, layouts, fonts etc.); and
·Set up Google AdSense account.

 

Upon the sale of 2,200,000 shares we will immediately begin to interview one or more software developer companies and freelancer graphic designers in Israel, we have yet to identify potential candidates. We plan to retain the services of the software developer and freelance graphic designer by the end of the first month. During month 2, we will work with the software developer on the specifications of the website. During months 3 and 4 we expect the software developer to develop and integrate it with our website. During month 5 we will test the system and correct any issues with it. We have budgeted $5,000 for the contractor, which we believe will be sufficient to develop and integrate the management system with our website. Our management intends to oversee and participate in the software development process.

 

During month 2 the freelance graphic designer will design our corporate identity package and marketing materials. We expect that our graphic designer will complete developing our corporate identity package (including logos, business cards, letterhead, stationary, email forms, etc.) by the end of month 3 at a cost of $1,250. Once completed, we intend for the designer to proceed with the revamping of our web site at a cost of $1,250. This task will be completed by the end of month 4. We expect to concurrently proceed with the printing of business cards, letterhead and envelopes at an anticipated cost of $700. 

 

During month 5, we plan to set up an account with Google Adsense service. This is available free of charge to us and will allow us to include Google ads from other advertisers on our website. We will receive a fee from these advertisers for each click on their ad by our subscriber visiting our site.

 

In the event that the Company does not will raise the full $55,000, website development, and legal and accounting expenses will remain constant. Marketing, travel and advertising expenses, however, will be scaled down on an approximate pro rata basis. If 75% of the funds or $41,250 are received, or if 50% of the funds or $27,500 is received, then the expenses will be reduced accordingly.

 

DETERMINATION OF THE OFFERING PRICE

 

The offering price of the 2,200,000 shares being offered has been determined arbitrarily by us.  The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company.  In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan.  Accordingly, the offering price should not be considered an indication of the actual value of the securities.  

 

 13 

 

 

DILUTION

 

The price of our offering our offering of 2,200,000 shares is fixed at $0.025 per share. This price is significantly higher than the average approximately $0.008 price per share paid by our current officers and director for the 2,300,000 shares of common stock that they hold.

 

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering.  Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets.  Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered.  Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.  The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

 

As of December 31, 2017, the net tangible book value of our shares of common stock was $8,870 or $0.001 per share based upon 2,300,000 shares outstanding.

 

Existing Stockholders if all of the Shares are Sold

 

Price per share  $0.025 
Net tangible book value per share before offering  $ 0.001  
Potential gain to existing shareholders  $ 0.024  
Potential gain to existing shareholders net of offering expenses  $ 0.01  
Net tangible book value per share after offering  $ 0.012
Increase to present stockholders in net tangible book value per share after offering  $ 0.01  
Capital contributions  $18,385 
Number of shares outstanding before the offering   4,500,000 
Number of shares after offering held by existing stockholders   2,300,000 
Percentage of ownership after offering   51%

 

Purchasers of Shares in this Offering if all Shares Sold

 

Price per share  $0.025 
Book value per share after offering  $ 0.012  
Dilution per share  $ 0.013  
Capital contributions  $55,000 
Percentage of capital contributions   74.9 
Number of shares after offering held by public investors   2,200,000 
Percentage of ownership after offering   49%

 

Purchasers of Shares in this Offering if 75% of Shares Sold

 

Price per share  $0.025 
Book value per share after offering  $ 0.01  
Dilution per share  $ 0.015  
Capital contributions  $41,250 
Percentage of capital contributions   69.1%
Number of shares after offering held by public investors   1,650,000 
Percentage of ownership after offering   41.7%

 

 14 

 

 

Purchasers of Shares in this Offering if 50% of Shares Sold

 

Price per share  $0.025 
Book value per share after offering  $ 0.008
Dilution per share  $ 0.017  
Capital contributions  $27,500 
Percentage of capital contributions   59.9%
Number of shares after offering held by public investors   1,100,000 
Percentage of ownership after offering   32.2%

 

Purchasers of Shares in this Offering if 25% of Shares Sold

 

Price per share  $0.025 
Book value per share after offering  $ 0.005  
Dilution per share  $ 0.02  
Capital contributions  $13,750 
Percentage of capital contributions   42.7%
Number of shares after offering held by public investors   550,000 
Percentage of ownership after offering   19.2%

 

PLAN OF DISTRIBUTION

 

Plan of Distribution for the Company’s Initial Public Offering of 2,200,000 Shares of Common Stock

 

SigmaRenoPro, Inc.has 2,300,000 common shares of common stock issued and outstanding as of the date of this prospectus.  The Company is registering an additional 2,200,000 shares of its common stock for sale at the price of $0.025 per share. There is no arrangement to address the possible effect of the offering on the price of the stock.

 

In connection with the Company’s selling efforts in the offering, neither Omar Aamar nor Hosnie Aamar will register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Neither Mr. Aamar nor Ms. Aamar is subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act.

 

Mr. Aamar and Ms. Aamar will sell the 2,200,000 shares of the Company’s common stock and intends to offer the shares to friends, family members and business acquaintances. Neither Mr. Aamar nor Ms. Aamar will be compensated in connection with their participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Neither Mr. Aamar nor Ms. Aamar has, and has not been, within the past 12 months, a broker or dealer, and neither Mr. Aamar nor Ms. Aamar is, nor has either one of them been within the past 12 months, an associated person of a broker or dealer.  At the end of the offering, both Mr. Aamar and Ms. Aamar will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Neither Mr. Aamar nor Ms. Aamar will participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).  

 

SigmaRenoPro, Inc. will receive all proceeds from the sale of the 2,200,000 shares being offered. The price per share is fixed at $0.025 for the duration of this offering.   Although our common stock is not listed on a public exchange or quoted over-the-counter, we intend to seek to have our shares of common stock quoted on the OTC Markets.  In order to be quoted on the OTC Markets, a market maker must file an application on our behalf in order to make a market for our common stock.  There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved.

 

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The Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company.  Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents.  The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.025 per share.

 

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which the Company has complied.  In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

 

The Company will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).

 

Penny Stock Rules

 

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks” as such term is defined by Rule 15g-9.  Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

 

The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act.  The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment.  Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to the penny stock rules.

 

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form as the Commission shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer’s account.

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

 

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REGULATION M

 

During such time as we may be engaged in a distribution of any of the shares we are registering by this registration statement, we are required to comply with Regulation M. In general, Regulation M precludes any selling security holder, any affiliated purchasers and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M defines a “distribution” as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a “distribution  participant” as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.

  

Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. We have informed the selling shareholders that the anti-manipulation provisions of Regulation M may apply to the sales of their shares offered by this prospectus, and we have also advised the selling shareholders of the requirements for delivery of this prospectus in connection with any sales of the common stock offered by this prospectus.

 

Pursuant to the our Articles of Incorporation, as amended, our authorized capital stock consists of (i) 75,000,000 shares of common stock, no par value per share, of which 2,300,000 shares are issued and outstanding as of the date of hereof, and (ii) 25,000,000 shares of “blank check” preferred stock, no par value per share, of which no shares are issued or outstanding as of the date hereof.

 

DESCRIPTION OF SECURITIES

 

Common Stock

 

On the date hereof, there were 2,300,000 shares of common stock issued and outstanding. Each share of common stock entitles the holder to one (1) vote on each matter submitted to a vote of our shareholders, including the election of Directors. There is no cumulative voting. Subject to preferences that may be applicable to any outstanding preferred stock, our Shareholders are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board of Directors. Shareholders have no preemptive, conversion or other subscription rights. There are no redemption or sinking fund provisions related to the common stock. In the event of liquidation, dissolution or winding up of the Company, our Shareholders are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

 

Options

 

We have no options to purchase shares of our common stock or any other of our securities outstanding as of the date of this prospectus.

 

Warrants

 

We have no warrants to purchase shares of our common stock or any other of our securities outstanding as of the date of this Prospectus.

 

RULE 144

 

As of the date of this prospectus, we have issued 2,300,000 shares. Our two officers and directors beneficially own all 2,300,000 shares of our common stock. These shares are currently restricted from trading under Rule 144. They will only be available for resale, within the limitations of Rule 144, to the public if:

 

(i) We are no longer a shell company as defined under section 12b-2 of the Exchange Act. A “shell company” is defined as a company with no or nominal operations, and with no or nominal assets or assets consisting solely of cash and cash equivalents;

 

(ii) We have filed all Exchange Act reports required for at least 12 consecutive months; and

 

(iii) If applicable, at least one year has elapsed from the time that we file current Form 10-type of information on Form 8-K or other report changing our status from a shell company to an entity that is not a shell company.

 

At present, we are considered to be a shell company. If we subsequently meet these requirements, our officer and director would be entitled to sell within any three month period a number of shares that does not exceed the greater of: 1% of the number of shares of our common stock then outstanding, or the average weekly trading volume of our common stock during the four calendar weeks, preceding the filing of a notice on Form 144 with respect to the sale for sales exceeding 5,000 shares or an aggregate sale price in excess of $50,000. If fewer shares at lesser value are sold, no Form 144 is required.

 

Dividends

 

Dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of our board of directors. We intend to retain earnings, if any, for use in its business operations and accordingly, the board of directors does not anticipate declaring any dividends in the foreseeable future.

 

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Transfer Agent and Registrar

 

We presently act as our own transfer agent.

 

Indemnification of Officers and Directors

 

Subsection 7 of Section 78.138 of the Nevada Revised Statutes (the “Nevada Law”) provides that, subject to certain very limited statutory exceptions, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer, unless it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach of those duties involved intentional misconduct, fraud or a knowing violation of law. The statutory standard of liability established by Section 78.138 controls even if there is a provision in the corporation’s articles of incorporation unless a provision in the Company’s Articles of Incorporation provides for greater individual liability.

 

Subsection 1 of Section 78.7502 of the Nevada Law empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (any such person, a “Covered Person”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Covered Person in connection with such action, suit or proceeding if the Covered Person is not liable pursuant to Section 78.138 of the Nevada Law or the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceedings, had no reasonable cause to believe the Covered Person’s conduct was unlawful.

 

Subsection 2 of Section 78.7502 of the Nevada Law empowers a corporation to indemnify any Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in the capacity of a Covered Person against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the Covered Person in connection with the defense or settlement of such action or suit, if the Covered Person is not liable pursuant to Section 78.138 of the Nevada Law or the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the Company. However, no indemnification may be made in respect of any claim, issue or matter as to which the Covered Person shall have been adjudged by a court of competent jurisdiction (after exhaustion of all appeals) to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances the Covered Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

 

Section 78.7502 of the Nevada Law further provides that to the extent a Covered Person has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in Subsection 1 or 2, as described above, or in the defense of any claim, issue or matter therein, the corporation shall indemnify the Covered Person against expenses (including attorneys’ fees) actually and reasonably incurred by the Covered Person in connection with the defense.

 

Subsection 1 of Section 78.751 of the Nevada Law provides that any discretionary indemnification pursuant to Section 78.7502 of the Nevada Law, unless ordered by a court or advanced pursuant to Subsection 2 of Section 78.751, may be made by a corporation only as authorized in the specific case upon a determination that indemnification of the Covered Person is proper in the circumstances. Such determination must be made (a) by the stockholders, (b) by the board of directors of the corporation by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, (c) if a majority vote of a quorum of such non-party directors so orders, by independent legal counsel in a written opinion, or (d) by independent legal counsel in a written opinion if a quorum of such non-party directors cannot be obtained.

 

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Subsection 2 of Section 78.751 of the Nevada Law provides that a corporation’s articles of incorporation or bylaws or an agreement made by the corporation may require the corporation to pay as incurred and in advance of the final disposition of a criminal or civil action, suit or proceeding, the expenses of officers and directors in defending such action, suit or proceeding upon receipt by the corporation of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Subsection 2 of Section 78.751 further provides that its provisions do not affect any rights to advancement of expenses to which corporate personnel other than officers and directors may be entitled under contract or otherwise by law.

 

Subsection 3 of Section 78.751 of the Nevada Law provides that indemnification pursuant to Section 78.7502 of the Nevada Law and advancement of expenses authorized in or ordered by a court pursuant to Section 78.751 does not exclude any other rights to which the Covered Person may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his or her official capacity or in another capacity while holding his or her office. However, indemnification, unless ordered by a court pursuant to Section 78.7502 or for the advancement of expenses under Subsection 2 of Section 78.751 of the Nevada Law, may not be made to or on behalf of any director or officer of the corporation if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and were material to the cause of action. Additionally, the scope of such indemnification and advancement of expenses shall continue for a Covered Person who has ceased to be a director, officer, employee or agent of the corporation, and shall inure to the benefit of his or her heirs, exe  

 

Section 78.752 of the Nevada Law empowers a corporation to purchase and maintain insurance or make other financial arrangements on behalf of a Covered Person for any liability asserted against such person and liabilities and expenses incurred by such person in his or her capacity as a Covered Person or arising out of such person’s status as a Covered Person whether or not the corporation has the authority to indemnify such person against such liability and expenses.

 

The Bylaws of the Company provide for indemnification of Covered Persons substantially identical in scope to that permitted under the Nevada Law. Such Bylaws provide that the expenses of directors and officers of the Company incurred in defending any action, suit or proceeding, whether civil, criminal, administrative or investigative, must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the Company.

 

DESCRIPTION OF BUSINESS

 

ORGANIZATION WITHIN THE LAST FIVE YEARS

 

SigmaRenoPro was incorporated on June 16, 2017. Our fiscal year end is June 30, and we have no subsidiaries. Our business offices are currently located at Aloni Noa’kh St. 1, Kiryat Motzkin 26402, Israel. Omar Aamar, has served as our President, Treasurer and a director since June 16, 2017. Mr. Amar’s spouse, Hosnieh Aaman, has served as our Secretary since July 25, 2017. Mr. Aamar and Ms. Aamar collectively hold 2,300,000 shares of common stock of the Company. Mr. Aamar’s business experience is in the construction and home building industry in Israel. We are focusing on matching home project owners with contractors in the United States. Mr. Aamar, however, has no knowledge of and no experience in this business in the United States. The Company is focusing its operations in the United States because the Company’s believes the barriers to operation of its business in the United States is not burdensome and the United States has a large home repair market.

 

We are a development stage company and currently have no revenues or significant assets. At June 30, 2017, our assets were $18,385 and our liabilities were $255. Our net loss for the period of inception on April 19, 2013 to June 30, 2017, was $270.

 

Overview

 

We plan to provide a U.S.-based service matching homeowners that have renovation projects with professionally-skilled contractors ,initially concentrating our efforts on the four consumer regions of the United States of, New York, New York; Los Angeles, California; Chicago Illinois; and Houston Texas. Our customized match making service helps homeowners converge with professional contractors. We plan to create a collection of articles intended to help homeowners with home project information, including:

 

                     How to outline project requirements;

 

•                     How to select the right contractor;

 

                     How to interview contractors;

 

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•                     How to draw up a project contract; and

 

•                     How to settle disputes with contractors

 

Our service is deigned to be free for all homeowners to use and post their projects. We plan to build a network of professionally-skilled contractors who provide a broad array of construction and renovation services for everything from changing light fixtures to complete kitchen renovation, and from housecleaning services to new construction.

 

Matching projects and homeowners with the right service provider

 

Homeowners will be provided a unique experience at SigmaRenoPro. User-friendly tools will be made available without charge, to post home renovation and other project requirements online. Our matchmaking program matches the homeowner’s location and project requirements to qualified contractors with expertise in that area. Our exclusive lead-generation service alerts each service provider candidate via e-mail or text. They in turn have the option to contact the homeowner and place a bid on the project.

 

Selecting the right service professional

 

We will help select the right contractor for the job. In addition to listing each service provider’s merits on their profile page for our users to cross-check, our user interface will be designed to offer reviews to help ensure they're posted by real clients and real people.

 

We will also offer free access to helpful articles found only at SigmaRenoPro that will offer information to users, including:

 

•                     How to critique contractors;

 

•                     How to select the right contractor for the job;

 

•                     How to effectively interview contractors;

 

•                     How to draw up a project contract;

 

•                     The importance of building code regulation requirements;

 

                     Contract/contractual labor terminology;

 

                     How to settle disputes with contractors;

 

                     How to help ensure the job gets done right; and

 

                     What to avoid in a contractor.

 

We also intend to have a Ratings & Reviews section, as well as testimonials from past clients, stating whether or not they were satisfied with the services rendered by member contractors.

 

Ratings & Reviews

 

One of the most important services we intend to offer our members is the “word of mouth” feedback from homeowners. For each project description placed at SigmaRenoPro, the homeowner be asked to submit a Ratings & Reviews survey for the service provider you selected to complete the job. We believe that providing this information will help other homeowners make their service provider selection, and that information provided by Ratings & Reviews will contribute to the online community we intend to build. We also believe that the content of our Ratings & Reviews section wil help us keep track of the quality of service provided by our member contractor, thereby providing valuable information that benefits other homeowners.

 

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Our Web Site

 

We intend to create a website as the primary means through which we intend to conduct out business. The website will have a “My Account” feature, which will be a personal web space at SigmaRenoPro, provided free of charge to users A secure section where you keep your profile information. From an account, a user will be able to:

 

•                     Add your address, phone number, or e-mail address to your personal profile

 

                     Update your profile information at any time

 

•                     Post and manage job details

 

                     Communicate with member contractors

 

Canceling a contract

 

If a homeowner or service professional decides to end or alter a project, the terms of such termination or change to an existing project will be have to be agreed upon between the user and the service professional hired by the user. In the case of such termination, the Company believes that a user should expect to pay for work completed and materials purchased up to the point. To help avoid misunderstandings that could result in a project’s termination, the Company believes that specific project information should be detailed in a formal contract. This would include, but not be limited to the project description, materials to be used, start and finish dates between the project owner and service professional.

 

Screening Process for Service Professionals

 

To keep our services free to homeowners, our screening process is minimal. We will ask contractors to provide accurate experience and licensing information. We will also ask that they keep information on their profile page updated. We will ask homeowners to validate member service professionals’ licensing, insurance, and references themselves, and believe that by doing so, we help enable homeowners to make better hiring decisions increase the chance of project success. Additionally, homeowners will have the personal assurance of verifying the accuracy of such information about the member service provider.

 

The difference between a licensed service professional and a non-licensed service professional

 

Licensing means that the service professional has been authorized by the province or local government to work within his or her trade or profession. Licensing requirements vary province-to-province; not all trades or job sizes require a license.

 

Pricing

 

Our services are designed to be free to homeowners. Service professionals will be required to pay an advertising fee to participate in SigmaRenoPro’s network. Each service provider will be required to complete a profile, specifying the type of work they perform, their areas of expertise and experience, and the geographical areas they serve. We will provide lead generation services; new customer leads that match the service professional’s criteria. We will charge service professional pays a monthly subscription fee of $49.00 to access the leads which originate from our service.

 

Treatment of personal information

 

By inputting information into secure online forms, only the intended party is allowed to translate the encoded information. We plan to selected to secure personal information on our serves by using SSL (secure socket layer) technology and secure server software. SSL is an industry standard for protecting web communications. The SSL security protocol provides some data encryption, server authentication and message integrity.

 

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A secure server is the software used to navigate the Internet and has been created to encrypt, or scramble, all information until the authorized recipient can unscramble it. Information is scrambled by a mathematical formula using 128-bit encryption. When viewing any Web page, a lock icon near the lower-right corner of the window indicates whether the entire contents of the page is protected by encryption while it is being received by your computer. When a closed lock icon appears, then the page is protected by encryption. When a broken lock icon appears, then the page is not protected by encryption.

 

COMPETITION AND COMPETITIVE STRATEGY

 

We expect that we will compete for members with traditional, offline consumer resources, and with online providers of consumer ratings, reviews and referrals on the basis of a number of factors, including breadth of our service provider listings, reliability of our content, breadth, depth and timeliness of information and strength and recognition of our brand. We believe that we will face extensive challenges in attempting to compete because we do not have the ability to verify who is purchasing services that compete with ours, at what cost, and the terms and conditions under which our competitors are offering our services. We believe that the market for our services is constantly changing in terms of how business who offer our services are able to sell such services to home owners.

 

PATENTS, TRADEMARKS, LICENSES, FRANCHISE RESTRICTIONS AND CONTRACTUAL OBLIGATIONS & CONCESSIONS

 

We rely on a combination of trademark laws, trade secrets, confidentiality provisions and other contractual provisions to protect our proprietary rights, which are primarily our brand names, product designs and marks. We do not own patents.

 

COMPLIANCE WITH GOVERNMENT REGULATION

 

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the construction and operation of any facility in any jurisdiction which we would conduct activities. We do not believe that government regulation will have a material impact on the way we conduct our business, however, any government regulation imposing greater fees for Internet use or restricting information exchange over the Internet could result in a decline in the use of the Internet and the viability of Internet-based services, which could harm our business and operating results.

 

RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS

 

We have not incurred any research and development costs to date.

 

EMPLOYEES AND EMPLOYMENT AGREEMENTS

 

Omar Aamar, our sole officer and director, is our only employee, and he currently works full time on Company matters.

 

FACILITIES

 

We currently do not rent any real property or offices. Our current business address is Aloni Noa’kh St. 1, Kiryat Motzkin 26402, Israel.

 

 

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OUR EXECUTIVE OFFICES

 

Our corporate headquarters is located at Aloni Noa’kh St. 1, Kiryat Motzkin 26402, Israel and our telephone number is +972 03-6860331.

 

LEGAL PROCEEDINGS

 

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

 

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

ADMISSION TO QUOTATION ON THE OTC MARKETS OR US TRADING EXCHANGE

 

We intend to have our common stock be quoted on the OTC Markets. If our securities are not quoted on the OTC Markets, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Markets differs from national and regional stock exchanges in that it: (i) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (ii) securities admitted to quotation are offered by one or more Broker-dealers rather than the “specialist” common to stock exchanges.

 

To qualify for quotation on the OTC Markets, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. We do not yet have an agreement with a registered broker-dealer, as the market maker, willing to list bid or sale quotations and to sponsor the Company listing. If the Company meets the qualifications for trading securities on the OTC Markets our securities will trade on the OTC Markets until a future time, if at all, that we apply and qualify for admission to quotation on the NASDAQ Capital Market. We may not now and it may never qualify for quotation on the OTC Markets or be accepted for listing of our securities on the NASDAQ Capital Market.

 

TRANSFER AGENT

 

The transfer agent for our common stock is West Coast Stock Transfer located at 721 Vulcan Ave., Suite 205, Encinitas, California 92024. The agent’s telephone number is (619) 664-4780.

 

HOLDERS

 

As of the date of this prospectus, the Company had 2,300,000 shares of our common stock issued and outstanding held by 2 holders of record.

 

DIVIDEND POLICY

 

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.  See the Risk Factor entitled “BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY SELL THEM.”

 

SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS

 

We have no equity compensation or stock option plans. We may in the future adopt a stock option plan as our mineral exploration activities progress.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATION

 

Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and the products we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

 

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

   

PLAN OF OPERATION

 

We are a development stage corporation and have not yet generated or realized any revenues from our business. Over the 12 month period starting upon the effective date of our registration statement on Form S-1, we plan to raise capital to begin offering our services and make sales. The amount of the offering will likely allow us to operate for at least one year however, due to the fact that there is no minimum on sold shares, you may be investing in a company that will not have the funds necessary to fully develop its plan of operations.

 

The Company believes it can satisfy its cash requirements through the fiscal year end of December 31, 2018, from its cash of $2,658. However, if we fail to complete the offering, even at the minimum subscription level, we may have to cease our operations. As of December 31, 2017, we had a working capital of $8,870.

 

The minimum amount of proceeds we will need to raise in order to have an operating business and to meet our reporting requirements is $13,750. If less than $13,750 is received we will have to cease operations.

 

MILESTONES

 

Below is a brief description of our planned activities, which we expect to commence immediately after the offering is completed and the proceeds have been received and accepted.

 

Months 1 To 3

 

The anticipated activities undertaken during months 1 to 3 following the completion of this offering assume that we will be able to raise at least $55,000 gross in this offering or through other financing means. If we are not able to raise sufficient capital, we will scale our business development accordingly. There can be no assurance that we will be able to raise the required $55,000, or any funds at all, to implement our business plan.

 

During the first three months, we plan to:

 

Requirements & Ux Design

 

Our management team will work with a third-party Web development company to gather the requirements and agree on the UX (User Experience) options. Once the UX design was defined, it will be developed into a UI (User Interface) design. Once the UX & UI are complete, it will be passed on to the development team. Outcome of this phase will be a complete design for the iPhone Application. We expect that this period will require an expenditure of approximately $5000.

 

Months 4 to 6

 

During the following three months, we plan to achieve the following:

  

A third-party Web development company will build the administrative web portal using .Net technology. The iPhone Application will be built using native objective-C code. Android Application will be built using native java code. Once the architecture has been finalized, the development of the iPhone application and the admin web portal will occur in parallel. We expect that this period will require an expenditure of approximately $10,000.

  

Months 7 to 12

 

During the following six months, we plan to achieve the following:

 

·Correct any detected discovered defects;
·Submission to the App Store;
·Promote to freelancers and small sized businesses; and
·Support multi-user.

  

App Store Submission: The software developer will facilitate the App Store submission process and manage approval issues. Once submitted Apple will review the application to ensure the application is reliable and is free of explicit and offensive material. We expect to be completed by the end of month 8 after defects have been fixed. Once submitted to the App Store we expect the review process to take 3-4 weeks.

 

In the event that the Company does not will raise the full $55,000, website development, and legal and accounting expenses will remain constant. Marketing, travel and advertising expenses, however, will be scaled down on an approximate pro rata basis. If 75% of the funds or $41,250 are received, or if 50% of the funds or $27,500 is received, then the expenses will be reduced accordingly.

 

Results of Operations

 

The Three and Six Months Ended December 31, 2017

 

We recorded no revenues for the three months ended December 31, 2017 and the six months ended December 31, 2017.

 

For the three months ended December 31, 2017, we incurred total operating expenses of $1,831, consisting of $1,786 of professional fees and $45 of general and administrative expense.

 

For the six months ended December 31, 2017, we incurred total operating expenses of $9,260, consisting of $8,535 of professional fees and $725 of general and administrative expense.

 

For the three months ended December 31, 2017, we recorded a net loss of $1,831. For the six months ended December 31, 2017, we recorded a net loss of $9,260.

 

The Period from June 16, 2017 (Inception) through the year ended June 30, 2017.

 

We recorded no revenues for the period from June 16, 2017 (Inception) through the year ended June 30, 2017.

 

For the period ended June 30, 2017, we incurred total operating expenses of $270, consisting of $255 of professional fees and $15 of general and administrative expenses.

  

From the period of June 16, 2017 (inception) to June 30, 2017, we incurred a net loss before income taxes of $270.

 

Limited Business History; Need for Additional Capital

 

There is no historical financial information about the Company upon which to base an evaluation of our performance. We are a development stage corporation and have not generated any revenues from our business. We cannot guarantee we will be successful in our business plans. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration and/or development, and possible cost overruns due to price and cost increases in services. We have no intention of entering into a merger or acquisition within the next twelve months and we have a specific business plan and timetable to complete our 12-month plan of operation based on the success of the primary offering.

 

We anticipate that additional funding, if required, will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of shares to fund additional expenditures. We do not currently have any arrangements in place for any future equity financing. Our limited operating history and our lack of significant tangible capital assets makes it unlikely that we will be able to obtain significant debt financing in the near future. If such financing is not available on satisfactory terms, we may be unable to continue or expand our business. Equity financing could result in additional dilution to existing shareholders.

 

If we raise the $55,000 gross, in the primary offering, we believe that we can pay for our offering expenses and satisfy our cash requirements to complete our 12-month plan of operation without having to raise additional funds for the next twelve months.

 

 24 

 

 

Liquidity and Capital Resources

 

At December 31, 2017, we had a cash balance of $2,658. We have not generated positive cash flows from June 16, 2017 (inception) to December 31, 2017. For the period from June 16, 2017 (inception) to December 31, 2017 net cash flows used in operating activities was $(15,727). We do not have sufficient cash on hand to commence our 12-month plan of operation or to fund our ongoing operational expenses beyond December 31, 2018. We will need to raise funds to commence our 12-month plan of operation and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our 12-month plan of operation and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our 12-month plan of operation and our business will fail.

 

Emerging Growth Company

 

The JOBS Act permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended transition period is irrevocable.

 

Summary of Significant Accounting Policies

 

Development Stage Company

 

The Company is considered to be in the development stage as defined in ACS 915, “Development Stage Entities”. The Company has devoted substantially all of its efforts to business planning, and development. Additionally, the Company has allocated a substantial portion of their time and investment in bringing their product to the market, and the raising of capital.

 

Use of Estimates

 

The Company prepares financial statements in conformity with generally accepted accounting principles that require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments purchased with maturities of one year or less to be cash equivalents.

 

Property and Equipment

 

Property and equipment are stated at cost. Major repairs and betterments are capitalized and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale of an asset, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

 

Fair Value of Financial Instruments

 

The fair value of cash and cash equivalents and accounts receivable and accounts payable approximates their carrying amount.

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

 

 25 

 

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

 

The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person:

 

Name  Age  Positions
       
Omar Aamar   41   President, Treasurer and director
Hosnieh Aamar   33   Secretary

 

Omar Aamar

 

Omar Aamar, has served as our President, Treasurer and a director since June 16, 2017. He also served as our Secretary from June 16, 2017 until July 25, 2017. Mr. Aamar has over 20 years’ experience in the construction and home building industry. From 1996 to 2005, Mr. Aamar worked as a form and frame contractor with Avodat Capaim, in Haifa, Israel. From 2005 until 2013, Mr. Aamar worked as a framer and carpenter with Beniaa, in Aco, Israel. From 2013 until the present time, Mr. Aamar has worked as a construction laborer, with Ha’ahim, in Hadera, Israel. Mr. Aamar’s entrepreneurial desire evidenced by his ideas which led to the establishment of our business, and his experience in the construction and homebuilding industry, led to our conclusion that Mr. Aamar should be serving as a member of our Board of Directors in light of our business and structure. Mr. Aamar is the husband of Hosnieh Aamar, our Secretary.

 

Hosnieh Aamar

 

Hosnieh Aamar has served as our Secretary since July 25, 2017. Since 2012, Ms. Aamar has worked in the marketing department of Yediot, in Hadera, Israel. From 2004 until 2012, Ms. Aamar work as a marketing analyst with Modaae, in Hadera, Israel. Ms. Aamar is the wife of Omar Aamar, our President, Treasurer and a director.

 

TERM OF OFFICE

 

Our directors are appointed to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until removed by the Board, absent an employment agreement.

 

DIRECTOR INDEPENDENCE

 

Our board of directors is currently composed of one members, Aamar Omar, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market).  The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to our director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by our director and us with regard to our director’s business and personal activities and relationships as they may relate to us and our management.

 

FAMILY RELATIONSHIPS

 

Omar Aamar, our President, Treasurer and a director, is the husband of Hosnieh Aamar, our Secretary.

 

SIGNIFICANT EMPLOYEES AND CONSULTANTS

 

As of the date hereof, the Company has no significant employees.

 

 26 

 

 

CONFLICTS OF INTEREST

 

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our director. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early development stage company and has only two directors, and to date, such director has been performing the functions of such committees. Thus, there is a potential conflict of interest in that our director and officer has the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

 

Other than as described above, we are not aware of any other conflicts of interest of our executive officer and director.

 

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

 

No director, person nominated to become a director, executive officer, promoter or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.

 

CODE OF ETHICS

 

We have not adopted a Code of Ethics.

 

EXECUTIVE COMPENSATION

 

SUMMARY COMPENSATION TABLE

 

                  Non-Equity         
                  Incentive  Nonqualified      
Name and           Stock  Option  Plan  Deferred  All Other   

Principal

Position

  Year 

Salary

($)

 

Bonus

($)

 

Awards

($)

 

Awards

($)

  Compensation ($)  Compensation ($)  Compensation ($) 

Total

($)

                            
Omar Aamar (1)   2017    -0-    -0-    -0-    -0-    -0-    -0-    -0-    -0- 
                                              
Hosnieh Aamar (2)   2017    -0-    -0-    -0-    -0-    -0-    -0-    -0-    -0- 

 

(1) Appointed President, Treasurer and a director since June 16, 2017. Appointed Secretary on June 16, 2017 and resigned as Secretary on July 25, 2017.

 

(2) Appointed Secretary on July 25, 2017.

 

 27 

 

 

STOCK OPTION GRANTS

 

We had no outstanding equity awards as of the end of the fiscal periods ended June 30, 2017 or through the date of filing of this prospectus. The following table sets forth certain information concerning outstanding stock awards held by our officers and our directors as of the fiscal year ended June 30, 2017:

 

   Option Awards  Stock Awards
Name 

Number of Securities Underlying Unexercised Options

(#)

Exercisable

 

Number of Securities Underlying Unexercised Options

(#)

Unexercisable

 

 

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

(#)

 

Option Exercise Price

($)

 

Option Expiration

Date

 

Number of Shares or Units of Stock That Have Not Vested

(#)

 

 

Market Value of Shares or Units of Stock That Have Not Vested

($)

 

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested

(#)

 

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

($)

Omar Aamar (1)   -0-    -0-    -0-    -0-   N/A   -0-    -0-    -0-    -0- 
Hosnieh Aamar (2)   -0-    -0-    -0-    -0-   N/A   -0-    -0-    -0-    -0- 

   

(1) Appointed President, Treasurer and a directors, on June 16, 2017. Appointed Secretary on June 16, 2017 and resigned as Secretary on July 25, 2017.

 

(2) Appointed Secretary on July 25, 2017.

 

EMPLOYMENT AGREEMENTS

 

We have not entered into an employment agreement with any person. We have no plans to compensate our executive officers in the foreseeable future.

  

DIRECTOR COMPENSATION

 

The following table sets forth director compensation as of June 30, 2017:

 

Name  Fees Earned or Paid in Cash ($)   Stock Awards ($)   Option Awards ($)  

Non-Equity

Incentive Plan

Compensation

($)

 

Nonqualified

Deferred

Compensation

Earnings
($)

 

All Other

Compensation

($)

  Total
($)
Omar Aamar  (1)   -0-    -0-    -0-    -0-    -0-    -0-    -0- 
Hosnieh Aamar (2)   -0-    -0-    -0-    -0-    -0-    -0-    -0- 

 

(1) Appointed President, Treasurer and a directors, on June 16, 2017. Appointed Secretary on June 16, 2017 and resigned as Secretary on July 25, 2017.

 

(2) Appointed Secretary on July 25, 2017.

 

 28 

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table lists, as of the date of this prospectus, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

 

The percentages below are calculated based on 2,300,000 shares of our common stock issued and outstanding as of the date of this prospectus. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.

 

Title of Class  Name and Address of Beneficial Owner (2)  Amount and Nature of Beneficial Ownership 

Percent of

Common Stock (1)

Common Stock  Omar Aamar (3)   1,150,000    50.0%
Common Stock  Hosnieh Aamar (4)   1,150,000    50.0%
All directors and executive officers as a group (4 persons)   2,300,000    100.0%

 

(1) The percentages below are based on 2,300,000 shares of our common stock issued and outstanding as of the date of this prospectus.

 

(2) c/o SigmaRenoPro Inc., Aloni Noa’kh St. 1, Kiryat Motzkin 26402, Israel.

 

(3) Appointed President and Chief Executive Officer, Treasurer and Chairman of the Board of Directors, on June 16, 2017. Appointed Secretary on June 16, 2017 and resigned as Secretary on July 25, 2017.

 

(4) Appointed Vice President, Secretary and Director on July 25, 2017.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

On May 23, 2017, we offered and sold 1,150,000 shares of common stock to Omar Aamar, our President, Treasurer and a director, at a purchase price of $0.008 per share, for aggregate consideration of $9,200.

 

On May 23, 2017, we offered and sold 1,150,000 shares of common stock to Hosnieh Aamar, who became our Secretary on July 25, 2017, at a purchase price of $0.008 per share, for aggregate consideration of $9,200.

 

INTEREST OF NAMED EXPERTS AND COUNSEL

 

No expert or counsel named in this Prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest exceeding $25,000, directly or indirectly, in the Company or any of its parents or subsidiaries. Nor was any such person connected with the Company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

 

 29 

 

 

EXPERTS

 

The financial statements included in this Prospectus for the years ended June 30, 2017 have been audited by Michael Gillespie &Associates, PLLC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

 

The Law Offices of Thomas E. Puzzo, PLLC, 3823 44th Ave. NE, Seattle, Washington 98105, has acted as special counsel to the Company in connection with the registration and proposed sale and/or resale of the 2,200,000 shares of common stock at $0.025 per share.

  

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

 

Our Bylaws provide to the fullest extent permitted by law that our directors or officers, former directors and officers, and persons who act at our request as a director or officer of a body corporate of which we are a shareholder or creditor shall be indemnified by us. We believe that the indemnification provisions in our By-laws are necessary to attract and retain qualified persons as directors and officers.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to provisions of the State of Nevada, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed with the Commission a Registration Statement on Form S-1, under the Securities Act of 1933, as amended, with respect to the securities offered by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all the information set forth in the registration statement, as permitted by the rules and regulations of the Commission. For further information with respect to us and the securities offered by this prospectus, reference is made to the registration statement. We do not file reports with the Securities and Exchange Commission, and we will not otherwise be subject to the proxy rules. The registration statement and other information may be read and copied at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains a web site at http://www.sec.gov that contains reports and other information regarding issuers that file electronically with the Commission.

  

If we do not file a Registration Statement on Form 8-A to become a reporting issuer under Section 12(g) of the Exchange Act, will not be subject to the proxy statement requirements, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC regarding their stock ownership and stock trading activity.

 

We will be required to file reports with the SEC only for the fiscal year in which the registration statement for this offering becomes effective. In order to continue to be obligated to file reports either we would have to voluntarily file a Registration Statement on SEC Form 8-A, as we presently intend, or we would be obligated to file a Registration Statement SEC Form 8-A if on the last day of our fiscal year in which the registration statement for this offering becomes effective we have more than $10 million in assets and either 2,000 or more record holders or 500 or more record holders who are not "accredited investors."

 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

 

Michael Gillespie &Associates, PLLC, is our independent registered public accounting firm. There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.

 

 30 

 

 

SIGMARENOPRO INC.

 

INDEX TO FINANCIAL STATEMENTS

 

Our audited financial statements for the period from June 16, 2017 (inception) to June 30, 2017, and our unaudited financial statements for the six-month period ended December 31, 2017, are included herewith.

 

 

Contents   Page(s)  
       
Report of Independent Registered Public Accounting Firm     F-1  
         
Balance Sheet at June 30, 2017     F-2  
         
Statement of operations for the period from June 16, 2017 (inception) through June 30, 2017     F-3  
         
Statement of stockholders’ equity for the period from June 16, 2017 (inception) through June 30, 2017     F-4  
         
Statement of cash flows for the period from June 16, 2017 (inception) through June 30, 2017     F-5  
         
Notes to Condensed Consolidated Financial Statements     F-6  

  

         
Balance Sheet at December 31,2017 (unaudited) and June 30, 2017 (audited)     F-11  
         
Statement of operations for the three and six months ended December 31, 2017 (unaudited)     F-12  
         
Statement of stockholders’ equity for the six months ended December 31, 2017 (unaudited)     F-13  
         
Statement of cash flows for six months ended December 31, 2017 (unaudited)     F-14  
         
Notes to Condensed Consolidated Financial Statements     F-15  

 

   

 

 

 31 
 

 

 

MICHAEL GILLESPIE & ASSOCIATES, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

10544 ALTON AVE NE

SEATTLE, WA 98125

206.353.5736

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

Sigmarenopro, Inc.

 

We have audited the accompanying balance sheets of Sigmarenopro, Inc. as of June 30, 2017 and the related statements of operations, changes in stockholder’s equity and cash flows for the period from June 16, 2017 (inception) through June 30, 2017. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the 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 audits provide a reasonable basis for our opinion.

 

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Sigmarenopro, Inc. for the year ended June 30, 2017 and the results of its operations and cash flows for the period from June 16, 2017 (inception) through June 30, 2017 in conformity with generally accepted accounting principles 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 B to the financial statements the Company has limited operations and has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC
 
Seattle, Washington

 

October 17, 2017

  

F-1 

 

 

Sigmarenopro, Inc
BALANCE SHEETS
June 30, 2017
(Audited)
    
   June 30,
   2017
ASSETS     
Current assets     
Cash  $18,385 
      
Total current assets   18,385 
      
Total assets  $18,385 
      
LIABILITIES AND STOCKHOLDERS' EQUITY     
Current liabilities     
Accounts payable   255 
      
Total current liabilities   255 
      
Commitments and contingencies     
      
Stockholders' equity     
Common stock: $0.001 par value, 75,000,000 shares authorized, 2,300,000 shares issued and outstanding  as of June 30, 2017  $2,300 
Additional paid-in capital   16,100 
Accumulated deficit   (270)
      
Total stockholders’ equity   18,130 
      
Total liabilities and stockholders’ equity  $18,385 
      
The accompanying notes are an integral part of these financial statements.

  

F-2 

 

 

Sigmarenopro, Inc
STATEMENTS OF OPERATIONS
From June 16, 2017 (inception) to June 30, 2017
(Audited)
    
   From June 16, 2017 (inception) to June 30, 2017
    
Revenue  $—   
      
Expenses     
General and administrative expense   15 
Professional fees   255 
      
Total expenses   270 
      
Net (loss)  $(270)
      
Basic and diluted loss per common share  $(0.00)
      
Weighted average number of common shares outstanding - basic and diluted   2,146,667 
      
The accompanying notes are an integral part of these financial statements.

 

F-3 

 

 

Sigmarenopro, Inc
STATEMENTS OF STOCKHOLDERS' EQUITY
From June 16, 2017 (inception) to June 30, 2017
(Audited)
                
         Additional     Total
   Common Stock  Paid-in  Accumulated  Stockholders'
   Shares  Amount  Capital  Deficit  Equity
Balance at inception at June 16, 2017   —     $—     $—     $—     $—   
                          
Common stock issued for cash   2,300,000    2,300    16,100    —      18,400 
Net loss for the year ended June 30, 2017   —      —      —      (270)   (270)
                         
Balance at June 30, 2017   2,300,000   $2,300   $16,100   $(270)  $18,130 
                          
The accompanying notes are an integral part of these financial statements.

 

F-4 

 

 

Wigi4You, Inc
STATEMENT OF CASH FLOWS
From June 16, 2017 (inception) to June 30, 2017
(Audited)
    
   From June 16, 2017 (inception) to June 30, 2017
    
Cash flow from operating activities     
Net loss  $(270)
      
Changes in Operating Assets and Liabilities:     
Increase (Decrease) in accounts payable   255 
Net cash used in operating activities  $(15)
      
Cash flows from investing activities  $—   
      
Cash flow from financing activities     
Proceeds from issuance of common stock   18,400 
      
Net cash provided by (used in) financing activities  $18,400 
      
Net increase/(decrease) in cash   18,385 
      
Cash at beginning of period   —   
      
Cash at end of period  $18,385 
      
Supplemental cash flow information:     
Cash paid for interest  $—   
Cash paid for income taxes  $—   
      
The accompanying notes are an integral part of these financial statements.

  

F-5 

 

  

SIGMARENOPRO, INC.

NOTES TO FINANCIAL STATEMENTS

June 30, 2017

 

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A summary of significant accounting policies of Sigmarenopro, Inc. (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose.

 

Organization, Nature of Business and Trade Name

 

Sigmarenopro, Inc. (the Company) was incorporated in the State of Nevada on June 16, 2017. The Company plans to provide home project owners with contractor match making services in the U.S. Our customized match making service helps homeowners converge with professional contractors. The Company plans to create a collection of articles intended to help homeowners with home project information, including:

 

• How to outline project requirements;

 

• How to select the right contractor;

 

• How to interview contractors;

 

• How to draw up a project contract; and

 

• How to settle disputes with contractors

 

The Company's service is deigned to be free for all homeowners to use and post their projects.

 

The Company’s principal office is in Kiryat Motzkin, Israel.

 

The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s website and apps before another company develops similar websites or apps.

 

Property and Equipment

 

Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

 

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

 

   Estimated
   Useful Lives
Office Equipment  5-10 years
Copier  5-7   years
Vehicles  5-10 years

 

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method.

 

F-6 

 

 

The Company has been in the developmental stage since inception and has no operations to date. The Company currently does not have any property and equipment. The above accounting policies will be adopted upon the Company maintains property and equipment.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.

  

Recent Accounting Pronouncements

 

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. 

 

Revenue recognition

 

The Company’s revenue recognition policies are in compliance with FASB ASC 605-35 “Revenue Recognition”.  Revenue is recognized when a formal arrangement exists, the price is fixed or determinable, all obligations have been performed pursuant to the terms of the formal arrangement and collectability is reasonably assured.  The Company recognizes revenues on sales of its services, based on the terms of the customer agreement.  The customer agreement takes the form of either a contract or a customer purchase order and each provides information with respect to the service being sold and the sales price.  If the customer agreement does not have specific delivery or customer acceptance terms, revenue is recognized at the time the service is provided to the customer.

 

Fair Value of Financial Instruments

 


The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

 

Level 1 – Quoted prices in active markets for identical assets or liabilities.

 

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

 

F-7 

 

 

In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.

 

As of June 30, 2017, the carrying value of loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments.

  

Advertising

 

Advertising expenses are recorded as general and administrative expenses when they are incurred.

 

Use of Estimates

 

The preparation of financial statements in 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.  A change in managements’ estimates or assumptions could have a material impact on Sigmarenopro, Inc.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Sigmarenopro, Inc.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

 

Capital Stock

 

The Company has authorized Seventy Five Million (75,000,000) shares of common stock with a par value of $0.001. Two Million Three Hundred and Thousand (2,300,000) shares of common stock were issued and outstanding as of June 30, 2017.

 

Income Taxes

 

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.

 

NOTE B – GOING CONCERN

 

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.

 

Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the Business paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

 

During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with app development. The Company may experience a cash shortfall and be required to raise additional capital.

 

Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.

 

F-8 

 

 

In the past year, the Company funded operations by using cash proceeds received through the issuance of common stock. For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances until the company generates enough revenues through the operations as stated above.

 

NOTE C – COMMON STOCK

 

On June 2017, Company issued 1,150,000 Common Shares to the director of the company at $0.008 per share for cash proceeds of $9,200.

 

On June 2017, Company issued 1,150,000 common shares to the secretary of the company at $0.008 per share for cash proceeds of $9,200.

 

NOTE D – RELATED PARTY TRANSACTIONS

 

On June 2017, Company issued 1,150,000 Common Shares to the director of the company at $0.008 per share for cash proceeds of $9,200. (Refer Note C)

 

On June 2017, Company issued 1,150,000 Common Shares to the secretary of the company at $0.008 per shares for cash proceeds of $9,200. (Refer Note C)

 

NOTE E – INCOME TAXES

 

For the year ended June 30, 2017, the Company has incurred net losses and therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $270 at June 30, 2017, and will expire beginning in the year 2037.

 

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes as follows:

 

   For The Year Ended
   June 30, 2017
Income tax expense (benefit) at statutory rate  $(92)
Change in valuation allowance   92 
Income tax expense  $0 

  

Net deferred tax assets consist of the following components as of June 30, 2017:

 

   June 30, 2017
Gross deferred tax asset  $92 
Valuation allowance   (92)
Net deferred tax asset  $0 

   

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $270 for federal income tax reporting purposes could be subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

 

The Company has no uncertain tax positions that require the Company to record a liability.

 

The Company had no accrued penalties and interest related to taxes as of June 30, 2017.

 

F-9 

 

 

NOTE F – SUBSEQUENT EVENT

 

The Company evaluated all events or transactions that occurred after June 30, 2017 through the date of this filing. The Company determined that it does not have any subsequent event requiring recording or disclosure in the financial statements for the year ended June 30, 2017.

 

  F-10 
 

 

 

 

  

Sigmarenopro, Inc
 BALANCE SHEETS 
December 31, 2017
       
   December 31,  June 30,
   2017  2017
      (Audited)
ASSETS          
Current assets          
Cash  $2,658   $18,385 
Prepaid expenses   6,212    —   
           
Total current assets   8,870    18,385 
           
Total assets  $8,870    18,385 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current liabilities          
Accounts payable   —      255 
           
Total current liabilities   —      255 
           
Commitments and contingencies          
           
Stockholders' equity          
Common stock: $0.001 par value, 75,000,000 shares authorized, 2,300,000 shares issued and outstanding  as of December 31, 2017 and June 30, 2017, respectively   2,300    2,300 
Additional paid-in capital   16,100    16,100 
Accumulated deficit   (9,530)   (270)
           
Total stockholders’ equity   8,870    18,130 
           
Total liabilities and stockholders’ equity  $8,870    18,385 
           
The accompanying notes are an integral part of these financial statements.

 

 

  F-11 
 

 

 

Sigmarenopro, Inc
 STATEMENTS OF OPERATIONS 
For the three and six months ended December 31, 2017
(Unaudited)
       
   Three months ended December 31, 2017  Six months ended December 31, 2017
       
Revenue  $—     $—   
           
Expenses          
General and administrative expense   45    725 
Professional fees   1,786    8,535 
           
Total expenses   1,831    9,260 
           
Net (loss)  $(1,831)  $(9,260)
           
Basic and diluted loss per common share  $(0.00)  $(0.00)
           
Weighted average number of common shares outstanding - basic and diluted   2,300,000    2,300,000 
           
The accompanying notes are an integral part of these financial statements.

 

  F-12 
 

 

Sigmarenopro, Inc
STATEMENTS OF STOCKHOLDERS' EQUITY
For the six months ended December 31, 2017
(Unaudited)
                
         Additional     Total
   Common Stock  Paid-in  Accumulated  Stockholders'
   Shares  Amount  Capital  Deficit  Equity
Balance at June 30, 2017   2,300,000    2,300    16,100    (270)   18,130 
                          
Net loss for the period ended December 31, 2017   —      —      —      (9,260)   (9,260)
                          
Balance at December 31, 2017   2,300,000    2,300    16,100    (9,530)   8,870 
                          
                          
                          
The accompanying notes are an integral part of these financial statements.

 

 

  F-13 
 

 

Sigmarenopro, Inc
STATEMENT OF CASH FLOWS 
For the six months ended December 31, 2017
(Unaudited)
    
   For the six months ended December 31, 2017
    
Cash flow from operating activities     
Net loss  $(9,260)
      
Changes in Operating Assets and Liabilities:     
(Increase) Decrease in prepaid expenses   (6,212)
Increase (Decrease) in accounts payable   (255)
Net cash used in operating activities  $(15,727)
      
Cash flows from investing activities  $—   
      
Cash flow from financing activities   —   
      
Net cash provided by (used in) financing activities  $—   
      
Net increase/(decrease) in cash   (15,727)
      
Cash at beginning of period   18,385 
      
Cash at end of period  $2,658 
      
Supplemental cash flow information:     
Cash paid for interest  $—   
Cash paid for income taxes  $—   
      
The accompanying notes are an integral part of these financial statements.

 

  F-14 
 

 

 

SIGMARENOPRO, INC.

UNAUDITED NOTES TO FINANCIAL STATEMENTS

December 31, 2017

 

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A summary of significant accounting policies of Sigmarenopro, Inc. (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose.

 

Organization, Nature of Business and Trade Name

 

Sigmarenopro, Inc. (the Company) was incorporated in the State of Nevada on June 16, 2017. Sigmarenopro, Inc. intends to provide home project owners with contractor match making services in the U.S. Their customized match making service helps homeowners converge with professional contractors. They also intend to create a collection of articles intended to help homeowners with home project information, including how to outline project requirements, select the right contractor, interview contractors, draw up a project contract and settle disputes with contractors. Their service is deigned to be free for all homeowners to use and post their projects and plan to build a network of professionally-skilled contractors who provide a broad array of construction and renovation services for everything from changing light fixtures to complete kitchen renovation, and from housecleaning services to new construction.

The Company’s principal office is in Kiryat Motzkin, Israel.

 

The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s website and apps before another company develops similar websites or apps.

 

Basis of Presentation

 

The results for the six months ended December 31, 2017 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form S-1 for the year ended June 30, 2017, filed with the Securities and Exchange Commission.

 

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2017 and for the related periods presented.

 

Property and Equipment

 

Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

 

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

   Estimated Useful Lives
Office Equipment  5-10 years
Copier  5-7   years
Vehicles  5-10 years

 

  F-15 
 

 

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method.

 

The Company has been in the developmental stage since inception and has no operations to date. The Company currently does not have any property and equipment. The above accounting policies will be adopted upon the Company maintains property and equipment.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.

 

Recent Accounting Pronouncements

 

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. 

 

Revenue recognition

The Company’s revenue recognition policies are in compliance with FASB ASC 605-35 “Revenue Recognition”.  Revenue is recognized when a formal arrangement exists, the price is fixed or determinable, all obligations have been performed pursuant to the terms of the formal arrangement and collectability is reasonably assured.  The Company recognizes revenues on sales of its services, based on the terms of the customer agreement.  The customer agreement takes the form of either a contract or a customer purchase order and each provides information with respect to the service being sold and the sales price.  If the customer agreement does not have specific delivery or customer acceptance terms, revenue is recognized at the time the service is provided to the customer.

 

Fair Value of Financial Instruments


The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

 

  F-16 
 

Level 1 – Quoted prices in active markets for identical assets or liabilities.

 

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

 

In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.

 

As of December 31, 2017, the carrying value of loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments.

 

Advertising

 

Advertising expenses are recorded as general and administrative expenses when they are incurred.

 

Use of Estimates

 

The preparation of financial statements in 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.  A change in managements’ estimates or assumptions could have a material impact on Sigmarenopro, Inc.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Sigmarenopro, Inc.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

 

Capital Stock

 

The Company has authorized Seventy Five Million (75,000,000) shares of common stock with a par value of $0.001. Two Million Three Hundred and Thousand (2,300,000) shares of common stock were issued and outstanding as of December 31, 2017.

  

Income Taxes

 

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.

 

NOTE B – GOING CONCERN

 

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.

Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.

  F-17 
 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the Business paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with app development. The Company may experience a cash shortfall and be required to raise additional capital.

Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.

In the past year, the Company funded operations by using cash proceeds received through the issuance of common stock. For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances until the company generates enough revenues through the operations as stated above.

NOTE C – COMMON STOCK

 

On June 2017, Company issued 1,150,000 Common Shares to the director of the company at $0.008 per share for cash proceeds of $9,200.

 

On June 2017, Company issued 1,150,000 common shares to the secretary of the company at $0.008 per share for cash proceeds of $9,200.

 
NOTE D – RELATED PARTY TRANSACTIONS

On June 2017, Company issued 1,150,000 Common Shares to the director of the company at $0.008 per share for cash proceeds of $9,200. (Refer Note C)

 

On June 2017, Company issued 1,150,000 Common Shares to the secretary of the company at $0.008 per shares for cash proceeds of $9,200. (Refer Note C)

 

NOTE E – TRUST ACCOUNT

 

Trust account (cash equivalent) is held by a law firm which provides periodic statement and pay the bills on behalf of Sigmarenopro. Law firm charges fees for managing the trust account

 

NOTE F – PREPAID EXPENSES

 

On November 02, 2017, Company paid $7,900 to Ruthy Navon towards SEC filing charges and Accounts book-keeping charges for the period of services from October 15, 2017 to October 15, 2018. Out of this $1,688, was booked as Professional fees for the period from October 15, 2017 to December 31, 2017. Prepaid expenses as of December 31, 2017 and June 30, 2017 is $6,212and $0 respectively.

 

NOTE G – SUBSEQUENT EVENT

The Company evaluated all events or transactions that occurred after December 31, 2017 through the date of this filing. The Company determined that it does not have any subsequent event requiring recording or disclosure in the financial statements for the year ended December 31, 2017.

 

 

  F-18 
 

 

 

[OUTSIDE BACK COVER PAGE]

 

PROSPECTUS

 

SIGMARENOPRO INC.

 

2,200,000 SHARES OF

COMMON STOCK

 

We have not authorized any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or a solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained herein nor the affairs of the Issuer have not changed since the date hereof.

 

Until ___________, 2018 (90 days after the date of this prospectus), all dealers that effect transactions in these shares of common stock may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

 

THE DATE OF THIS PROSPECTUS IS ____________, 2018

 

 32 

 

 

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

 

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the Company; none shall be borne by any selling security holders.

 

Item  Amount ($)
SEC Registration Fee  $226 
Accounting Fees   3,000 
Printing Costs   1,000 
Transfer Agent fees   500 
TOTAL  $4,726 

 

INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

The Company’s Bylaws and Articles of Incorporation provide that we shall, to the full extent permitted by the Nevada General Business Corporation Law, as amended from time to time (the “Nevada Corporate Law”), indemnify all of our directors and officers. Section 78.7502 of the Nevada Corporate Law provides in part that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

 

Similar indemnity is authorized for such persons against expenses (including attorneys’ fees) actually and reasonably incurred in defense or settlement of any threatened, pending or completed action or suit by or in the right of the corporation, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct. Under our Bylaws and Articles of Incorporation, the indemnitee is presumed to be entitled to indemnification and we have the burden of proof to overcome that presumption. Where an officer or a director is successful on the merits or otherwise in the defense of any action referred to above, we must indemnify him against the expenses which such offer or director actually or reasonably incurred. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

RECENT SALES OF UNREGISTERED SECURITIES

 

On May 23, 2017, we offered and sold 1,150,000 shares of common stock to Omar Aamar, our President, Treasurer and a director, at a purchase price of $0.008 per share, for aggregate consideration of $9,200. The offering was made offshore of the U.S., to a non-U.S. person, with no directed selling efforts in the U.S., and where offering restrictions were implemented, in a transaction pursuant to the exclusion from registration provided by Rule 903(b)(3) of Regulation S, promulgated pursuant to the Securities Act of 1933, as amended.

 

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On May 23, 2017, we offered and sold 1,150,000 shares of common stock to Hosnieh Aamar, who became our Secretary on July 25, 2017, at a purchase price of $0.008 per share, for aggregate consideration of $9,200. The offering was made offshore of the U.S., to a non-U.S. person, with no directed selling efforts in the U.S., and where offering restrictions were implemented, in a transaction pursuant to the exclusion from registration provided by Rule 903(b)(3) of Regulation S, promulgated pursuant to the Securities Act of 1933, as amended.

 

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

The following exhibits are filed as part of this registration statement:

 

Exhibit   Description
     
3.1.1   Articles of Incorporation of Registrant (1)
3.1.2   Bylaws of the Registrant (1)
5.1   Opinion of Law Offices of Thomas E. Puzzo, PLLC, regarding the legality of the securities being registered (1)
23.1   Michael Gillespie &Associates, PLLC
23.2   Consent of Law Offices of Thomas E. Puzzo, PLLC (included in Exhibit 5.1)

 

(1)Incorporated by reference to Registration Statement on Form S-1 (File No. 333-221302), filed with the Securities and Exchange Commission on November 2, 2017.

 

UNDERTAKINGS

 

The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:

 

  (i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

  (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

  (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

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(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

  (i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

 (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Kiryat Motzkin, Israel, on March 19, 2018.

  

 

SIGMARENOPRO INC.

(Registrant)

   

 

  By: /s/ Omar Aamar 
  Name: Omar Aamar
  Title: President and Treasurer
    (principal executive officer, principal financial officer, and principal accounting officer)

  

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Omar Aamar, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-1 of SigmaRenoPro Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

 

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

 

Dated: March 19, 2018 /s/ Omar Aamar  
  Name: Omar Aamar  
  Title: President, Treasurer, and director (principal executive officer, principal financial officer, and principal accounting officer)  
     
Dated: March 19, 2018 /s/ Hosnieh Aamar  
  Name: Hosnieh Aamar  
  Title: Secretary  

  

Exhibit Index

 

Exhibit   Description
     
3.1.1   Articles of Incorporation of Registrant (1)
3.1.2   Bylaws of the Registrant (1)
5.1   Opinion of Law Offices of Thomas E. Puzzo, PLLC, regarding the legality of the securities being registered (1)
23.1   Consent of Michael Gillespie &Associates, PLLC
23.2   Consent of Law Offices of Thomas E. Puzzo, PLLC (included in Exhibit 5.1)

  

(1)Incorporated by reference to Registration Statement on Form S-1 (File No. 333-221302), filed with the Securities and Exchange Commission on November 2, 2017.

 

 

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