Item
1. Business
Overview
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, 2019, our assets were $19,661
and our liabilities were $5,000. Our net loss for the period of inception on June 16, 2017 to June 30, 2019, was $58,739.
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:
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How to outline project requirements;
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How to select the right contractor;
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How to interview contractors;
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How to draw up a project contract; and
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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:
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How to critique contractors;
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How to select the right contractor for the job;
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How to effectively interview contractors;
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How to draw up a project contract;
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The importance of building code regulation requirements;
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Contract/contractual labor terminology;
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How to settle disputes with contractors;
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How to help ensure the job gets done right; and
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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.
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:
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Add your address, phone number, or e-mail address to your personal profile
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Update your profile information at any time
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Post and manage job details
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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.
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.
Item
1A. 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, 2019 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 4,500,000 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.
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.
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:
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longer operating
histories;
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significantly greater
financial, technical and marketing resources;
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greater brand name
recognition;
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existing customer
bases; and
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commercially accepted
services.
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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.
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:
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our business model
and strategy are still evolving and are continually being reviewed and revised;
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we may not be able
to raise the capital required to develop our initial customer base and reputation;
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we may not be able
to successfully implement our business model and strategy; and
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our management consists
of one person, Omar Aamar, our President and Chairman.
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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.
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.
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.