UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: September 30, 2023
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to _____________
Commission File Number: 333-221302
SIGMARENOPRO INC.
(Exact name of registrant as specified in its charter)
| Nevada | 2821 | 38-4045138 |
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Number) | (I.R.S. Employer Identification No.) |
112 NORTH CURRY STREET, Carson City, NV, 89703, USA
(Address of principal executive offices, Zip Code)
(407) 963-8877
(Registrant’s telephone number, including area code)
________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | Smaller reporting company ☒ | |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
The number of shares outstanding of each of the issuer’s classes of common stock, as of September 30, 2023 is as follows:
| Class of Securities | Shares Outstanding | |
| Common Stock, $0.001 par value |
SIGMARENOPRO INC.
Quarterly Report on Form 10-Q
For the Quarter Ended September 30, 2023
TABLE OF CONTENTS
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SigmaRenoPro, Inc.
Balance Sheets
(Unaudited)
September 30, 2023 | June 30, 2023 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash held in trust | $ | – | $ | – | ||||
| Prepaid expenses | – | – | ||||||
| Total current assets | – | – | ||||||
| Total assets | $ | – | $ | – | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities | ||||||||
| Due to related parties | $ | – | $ | – | ||||
| Short term fund | – | – | ||||||
| Accounts payable | – | – | ||||||
| Total current liabilities | – | – | ||||||
| Commitments and contingencies | – | – | ||||||
| Stockholders' equity | ||||||||
| Common stock: $ par value, shares authorized, and shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively | 4,500 | 4,500 | ||||||
| Additional paid-in capital | 103,770 | 103,770 | ||||||
| Accumulated deficit | (108,270 | ) | (108,270 | ) | ||||
| Total stockholders’ equity (deficit) | – | – | ||||||
| Total liabilities and stockholders’ equity | $ | – | $ | – | ||||
The accompanying notes are an integral part of these financial statements.
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SigmaRenoPro, Inc.
Statements of Operations
(Unaudited)
For the three months ended September 30, 2023 | For the three months ended September 30, 2022 | |||||||
| REVENUE: | $ | – | $ | – | ||||
| EXPENSES | ||||||||
| General and Administrative Expense | – | – | ||||||
| Professional fees | – | – | ||||||
| Share transfer agent fee | – | – | ||||||
| Total expenses | – | – | ||||||
| Net loss | $ | – | $ | – | ||||
| Net loss per common share - basic | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average number of common shares outstanding - basic | 4,500,000 | 4,500,000 | ||||||
The accompanying notes are an integral part of these financial statements.
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SigmaRenoPro, Inc.
Statements of Changes in Stockholders’ Equity (Deficit)
For the three months ended September 30, 2023
(Unaudited)
| Common Stock | Additional Paid-in | Accumulated | Total Stockholders' | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance at June 30, 2021 | 4,500,000 | $ | 4,500 | $ | 103,770 | $ | (108,270 | ) | $ | – | ||||||||||
| Net loss | – | – | – | – | – | |||||||||||||||
| Balance at September 30, 2021 | 4,500,000 | $ | 4,500 | $ | 103,770 | $ | (108,270 | ) | $ | – | ||||||||||
| Balance at June 30, 2022 | 4,500,000 | $ | 4,500 | $ | 103,770 | $ | (108,270 | ) | $ | – | ||||||||||
| Net loss | – | – | – | – | – | |||||||||||||||
| Balance at September 30, 2022 | 4,500,000 | $ | 4,500 | $ | 103,770 | $ | (108,270 | ) | $ | – | ||||||||||
| Balance at June 30, 2023 | 4,500,000 | $ | 4,500 | $ | 103,770 | $ | (108,270 | ) | $ | – | ||||||||||
| Net loss | – | – | – | – | – | |||||||||||||||
| Balance at September 30, 2023 | 4,500,000 | $ | 4,500 | $ | 103,770 | $ | (108,270 | ) | $ | – | ||||||||||
The accompanying notes are an integral part of these financial statements.
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SigmaRenoPro, Inc.
Statement of Cash Flows
(Unaudited)
For the three months ended September 30, 2023 | For the three months ended September 30, 2022 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | – | $ | – | ||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Increase (Decrease) in advances | – | – | ||||||
| (Increase) Decrease in prepaid expenses | – | – | ||||||
| Increase (Decrease) in accounts payable | – | – | ||||||
| Net cash used in operating activities | – | – | ||||||
| Cash Flows from Investing Activities | ||||||||
| Net cash provided by investing activities | – | – | ||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from related party debt | – | – | ||||||
| Net cash provided by financing activities | – | – | ||||||
| Net increase in cash, cash equivalents, and restricted cash | – | – | ||||||
| Cash, cash equivalents, and restricted cash at beginning of period | – | – | ||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | – | $ | – | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | – | $ | – | ||||
| Cash paid for income taxes | $ | – | $ | – | ||||
The accompanying notes are an integral part of these financial statements.
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SigmaRenoPro, Inc.
Notes to Unaudited Consolidated Financial Statements
September 30, 2023
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 at 112 North Curry Street, Carson City, NV, 89703, USA .
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 accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows at September 30, 2023 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:
| Schedule of useful lives | Estimated Useful Lives |
| Office Equipment | 5-10 years |
| Copier | 5-7 years |
| Vehicles | 5-10 years |
Depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method.
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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
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
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 contractor 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.
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 September 30, 2023, 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.
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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 () shares of common stock with a par value of $. Four Million Five Hundred and Thousand () shares of common stock were issued and outstanding as of September 30, 2023.
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.
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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 Common Shares to the director of the company at $0.008 per share for cash proceeds of $9,200.
On June 2017, Company issued common shares to the secretary of the company at $0.008 per share for cash proceeds of $9,200.
On April 2018, Company issued common shares to the various shareholders of the company at $0.025 per share for cash proceeds of $.
On May 2018, Company issued common shares to the various shareholders of the company at $0.025 per share for cash proceeds of $.
On June 2018, Company issued common shares to the various shareholder of the company at $0.025 per share for cash proceeds of $.
There were and shares of common stock issued and outstanding as of September 30, 2023 and 2022 respectively.
NOTE D – RELATED PARTY TRANSACTIONS
NONE
NOTE E – TRUST ACCOUNT
NONE
NOTE F – PREPAID EXPENSES
NONE
Prepaid expenses as of September 30, 2023 and 2022 is $0 and $0 respectively.
NOTE G – INCOME TAXES
For the period ended September 30, 2023, 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 $108,270 at September 30, 2023 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 21% and 21% to the net loss before provision for income taxes as follows:
| Schedule of income tax expense | For the three months ended September 30, 2023 | For the three months ended September 30, 2022 | ||||||
| Income tax expense (benefit) at statutory rate | $ | (0 | ) | $ | (5,800 | ) | ||
| Change in valuation allowance | 0 | 5,800 | ||||||
| Income tax expense | $ | – | $ | – | ||||
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Net deferred tax assets consist of the following components as of September 30, 2023:
| Schedule of deferred tax assets | September 30, 2023 | September 30, 2022 | ||||||
| Gross deferred tax asset | $ | 0 | $ | 17,371 | ||||
| Valuation allowance | (0 | ) | (17,371 | ) | ||||
| Net deferred tax asset | $ | – | $ | – | ||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $108,270 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 September 30, 2023.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Caution Regarding Forward-Looking Information
This Quarterly Report on Form 10-Q, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings.
Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
Overview
SigmaRenoPro, Inc. had a change of control transaction on June 21, 2021 and went into dormant activity shell status as of September 30, 2023 and June 30, 2021. The company does not have a bank account during this interim period and likewise does not have any economic activity to report.
Recent Developments
The company is dormant and has not economic activity but is working to complete all SEC filings.
Results of Operations for the three months ended September 30, 2023, Compared to the three months ended September 30, 2022.
Revenue and cost of goods sold
For the three months ended September 30, 2023 and September 30, 2022, the Company generated total revenue of $0 and $0, respectively, from dormant operations. Revenues for the quarter ended September 30, 2023 and September 30, 2022 were $0 and $0. The consistent revenues, both in the three months and quarter ended September 30, 2023 over the similar period in 2022, was a result of dormant business activities and a change of control regarding the shell company.
There were no cost of goods sold due to the dormancy of the business while pursuing updated SEC filings for the shell company.
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Operating expenses
Total operating expenses for the three months ended September 30, 2023 and September 30, 2022, stayed flat at $0 to and $0, respectively. Total operating expenses for the quarter ended September 30, 2023 and September 30, 2022, remained flat period over period to $0 from $0, respectively. The operating expenses for the three months and quarters ended September 30, 2023 were nil.
Net Income
The net income/(loss) for the three quarters ended September 30, 2023 and September 30, 2022, were consistent at losses of $0 and $0, respectively.
Liquidity and Capital Resources and Cash Requirements
At September 30, 2023, the Company had cash of $NIL. The Company had a working capital of $NIL.
During the quarter ended September 30, 2023, the Company used $0 of cash in operating activities, compared to the use of $0 of cash from operations in the three months ended 9/30/23. The reason was the company ceasing all operations.
During the quarter ended September 30, 2023, the Company used no cash in investing activities, compared to $0 used in the same period in 2022.
During the quarter ended September 30, 2023, the Company generated no cash in financing activities.
As of the date of this report, the current funds available to the Company will not be sufficient to continue maintaining a reporting status.
Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our only sources for cash at this time are investments by others in this offering, selling our paper dung products and loans from our director. We must raise cash to implement our plan and stay in business.
Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.
Limited operating history; need for additional capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
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Off-Balance Sheet Arrangements
We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.
Going Concern
The Company has a retained earnings of ($108,270) with a zero cash flow from operations of $0 for the three months ended September 30, 2023. The Company had $0 in revenues for the three months ended September 30, 2022, which is the result of ceasing all operations by 6/30/2021. The Company currently lost $0 for the period and is in the process of completing its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period. Therefore, there is still substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
Recent Accounting Pronouncements
In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted.
In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.
Management has considered all recent accounting pronouncements issued since and their potential effect on our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's consolidated financial statements.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.
Item 3 - Quantitative and Qualitative Disclosures About Market RisK
In future periods, the Company may become subject to certain market risks, including changes in interest rates and currency exchange rates. At the present time, the Company has no identified exposure and does not undertake any specific actions to limit exposures, if any.
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Item 4 - Controls and Procedures
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's president and chief executive officer (who is the Company's principal executive officer) and the Company's chief financial officer, treasurer, and secretary (who is the Company's principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating the Company's disclosure controls and procedures, the Company's management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company's management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The ineffectiveness of the Company's disclosure controls and procedures was due to material weaknesses identified in the Company's internal control over financial reporting, described below.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over the Company's financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Our management, with the participation of the Company's principal executive officer and principal financial officer has conducted an assessment, including testing, using the criteria in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") (2013). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.
Based on this evaluation, the Company's management concluded its internal control over financial reporting was effective as of September 30, 2023.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.
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PART II
OTHER INFORMATION
Item 1 - Legal Proceedings
None
Item 1A – Risk Factors
The primary risk factors to the Company are the ability to find a suitable business opportunity and then to raise sufficient capital to execute on the new business opportunity. The Company will be evaluating business opportunities and the capital required while also considering the sale of the shell.
Item 2 - Sales of Unregistered Equity Securities and Use of Proceeds
None
Item 3 - Defaults upon Senior Securities
None
Item 4 - Mine Safety Disclosures
N/A
Item 5 - Other Information
None
ITEM 6 - EXHIBITS
The following exhibits are filed as part of this report or incorporated by reference:
| Exhibit No. | Description |
| 31.1* | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101 | Materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2018 formatted in Extensible Business Reporting Language (XBRL). |
* Filed herewith
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: November 30, 2023 | SIGMARENOPRO, INC. | ||
| By: | /s/ Ronald Jones | ||
| Ronald Jones | |||
| Chief Executive Officer | |||
| (Principal Executive Officer) | |||
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