SIGMA ADDITIVE SOLUTIONS, INC. - Quarter Report: 2010 September (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
|
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended September 30, 2010
OR
¨
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from ______ to ________
Commission
File Number: 33-2783-S
SIGMA
LABS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
82-0404220
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer)
|
|
incorporation
or organization)
|
Identification
No.)
|
|
3900
Paseo del Sol Santa Fe, NM
|
87507
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
505-438-2576
(Registrant’s
telephone number, including area code)
Framewaves,
Inc., 1981 East 4800 South, Suite 100, Salt Lake City,
UT 84117
(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 x No ¨
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
the definitions of “large accelerated filer, accelerated filer, non-accelerated
filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer ¨ Accelerated
filer ¨ Non-accelerated
filer ¨ Smaller
reporting company x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes ¨ No x
The
number of shares common stock, $.001 par value, outstanding as of November 15,
2008 was 313,067,400.
SIGMA
LABS, INC.
AND
SUBSIDIARIES
QUARTERLY
REPORT ON FORM 10-Q
TABLE
OF CONTENTS
Page
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PART I - FINANCIAL
INFORMATION
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Item
1.
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Financial
Statements
|
||
Consolidated
Balance Sheets (unaudited) as of September 30, 2010 and December 31,
2009
|
3
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||
Consolidated
Statements of Operations (unaudited) for the three and nine-month periods
ended September 30, 2010 and 2009
|
4
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||
Consolidated
Statements of Cash Flows (unaudited) for the nine-month periods ended
September 30, 2010 and 2009
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5
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||
Notes
to Consolidated Financial Statements (unaudited)
|
6
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||
Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
12
|
|
Item
3.
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Quantitative
and Qualitative Disclosures About Market Risks
|
14
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|
Item
4T.
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Controls
and Procedures
|
14
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|
PART II - OTHER
INFORMATION
|
|||
Item
1A. Risk Factors
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15
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||
Item
6.
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Exhibits
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15
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Signatures
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16
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||
Exhibit
Index
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17
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2
Sigma
Labs, Inc.
Consolidated
Balance Sheets
September
30, 2010
September 30, 2010
|
December 31, 2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
ASSETS
|
||||||||
Current
Assets
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||||||||
Cash
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$ | 557,861 | $ | 48 | ||||
Accounts
Receivable
|
22,223 | - | ||||||
Total
Current Assets
|
580,084 | 48 | ||||||
Fixed
Assets (Net)
|
||||||||
Furniture
and Equipment
|
47,445 | - | ||||||
Patents
|
25,337 | - | ||||||
Total
Fixed Assets
|
72,782 | - | ||||||
TOTAL
ASSETS
|
$ | 652,866 | $ | 48 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current
Liabilities
|
||||||||
Accounts
Payable and Accrued Expenses
|
$ | 105,651 | $ | 12,060 | ||||
Note
Payable - Shareholder
|
15,000 | |||||||
Total
Current Liabilities
|
105,651 | 27,060 | ||||||
Total
Liabilities
|
105,651 | 27,060 | ||||||
Stockholders'
Equity (Deficit)
|
||||||||
Common
Stock, $0.001 par value;
|
||||||||
750,000,000
shares authorized; 313,067,400 and
1,258,994 shares issued and outstanding at 2010 and 2009,
respectively
|
313,067 | 1,259 | ||||||
Additional
Paid-In Capital
|
539,237 | 49,167 | ||||||
Deficit
accumulated during the development stage
|
(305,089 | ) | (77,438 | ) | ||||
Total
Stockholders' Equity (Deficit)
|
547,215 | (27,012 | ) | |||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 652,866 | $ | 48 |
The
accompanying notes are an integral part of these unaudited financial
statements.
3
Sigma
Labs, Inc.
Consolidated
Statements of Operations
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30
|
September 30
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
REVENUES
|
||||||||||||||||
Services
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$ | 243,936 | - | $ | 276,436 | - | ||||||||||
COST
OF SERVICE REVENUE
|
116,094 | - | 116,094 | - | ||||||||||||
GROSS
PROFIT
|
127,842 | - | 160,342 | - | ||||||||||||
EXPENSES
|
||||||||||||||||
General
and Administrative
|
185,649 | 2,991 | 453,431 | 7,481 | ||||||||||||
Loss
Before Other Income (Expense)
|
(57,807 | ) | (2,991 | ) | (293,089 | ) | (7,481 | ) | ||||||||
Other
Income (Expense)
|
||||||||||||||||
Interest
Expense
|
(9,000 | ) | (300 | ) | (17,000 | ) | (900 | ) | ||||||||
Sale
of Asset
|
- | - | 5,000 | - | ||||||||||||
(9,000 | ) | (300 | ) | (12,000 | ) | (900 | ) | |||||||||
Loss
Before Income Taxes
|
(66,807 | ) | (3,291 | ) | (305,089 | ) | (8,381 | ) | ||||||||
Current
Income Tax Expense
|
- | - | - | - | ||||||||||||
Deferred
Income Tax Expense
|
- | - | - | - | ||||||||||||
NET
LOSS
|
$ | (66,807 | ) | $ | (3,291 | ) | $ | (305,089 | ) | $ | (8,381 | ) | ||||
Loss
per Common Share - Basic and Diluted
|
$ | 0.000 | $ | (0.003 | ) | $ | (0.002 | ) | $ | (0.007 | ) | |||||
Weighted
Average Number of Common Shares Outstanding - Basic and
Diluted
|
211,239,698 | 1,258,994 | 198,252,856 | 1,258,994 |
The
accompanying notes are an integral part of these unaudited financial
statements.
4
B6
Sigma, Inc.
Consolidated
Statements of Cash Flows
Nine Months Ended September 30
|
||||||||
2010
|
2009
|
|||||||
OPERATING
ACTIVITIES
|
||||||||
Net
Income (Loss)
|
$ | (305,089 | ) | $ | (8,381 | ) | ||
Adjustments
to Reconcile Net Income (Loss) to
|
||||||||
Net
Cash (Used) by Operations;
|
||||||||
Noncash
Expenses:
|
||||||||
Amortization
|
463 | - | ||||||
Depreciation
|
8,555 | - | ||||||
Contributions
from Shareholders
|
- | 6,800 | ||||||
Change
in assets and liabilities:
|
||||||||
(Increase)
in Accounts Receivable
|
(22,223 | ) | - | |||||
Increase
in Accounts Payable and Accrued Expenses
|
105,651 | 1,360 | ||||||
NET
CASH (USED) BY OPERATING ACTIVITIES
|
(212,643 | ) | (221 | ) | ||||
INVESTING
ACTIVITIES
|
||||||||
Purchase
of Furniture and Equipment
|
(56,000 | ) | - | |||||
Purchase
of Patent
|
(25,800 | ) | - | |||||
NET
CASH (USED) BY INVESTING ACTIVITIES
|
(81,800 | ) | - | |||||
FINANCING
ACTIVITIES
|
||||||||
Proceeds
fron sale of Common Stock
|
1,047,304 | - | ||||||
Cash
paid in Reorganization
|
(195,000 | ) | - | |||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
852,304 | - | ||||||
NET
CASH INCREASE (DECREASE) FOR PERIOD
|
557,861 | (221 | ) | |||||
CASH
AT BEGINNING OF PERIOD
|
- | 298 | ||||||
CASH
AT END OF PERIOD
|
$ | 557,861 | $ | 77 |
The
accompanying notes are an integral part of these unaudited financial
statements.
5
SIGMA
LABS, INC.
NOTES TO
FINANCIAL STATEMENTS
NOTE
1 – Summary of Significant Accounting Policies
Nature of Business – On
September 13, 2010 Sigma Labs, Inc., formerly named Framewaves, Inc., a Nevada
corporation, acquired 100% of the shares of B6 Sigma, Inc. by exchanging 6.67
shares of Framewaves, Inc. restricted common stock for each issued and
outstanding share of B6 Sigma, Inc. The acquisition has been
accounted for as a “reverse purchase”, and accordingly the operations of
Framewaves, Inc. prior to the date of acquisition have been
eliminated.
B6 Sigma,
Inc., incorporated February 5, 2010, was founded by a group of scientists,
engineers and businessmen to develop and commercialize novel and unique
manufacturing and materials technologies. A Company trademark, In
Process Quality Assurance (IPQA), is a technology that management believes will
fundamentally redefine manufacturing practices by embedding quality assurance in
the manufacturing processes in real time. Management also anticipates
that the Company’s core competencies will allow its clientele to combine
advanced manufacturing with novel material to achieve breakthrough product
potential in many industries including aerospace, defense, oil and gas,
prosthetic implants, sporting goods, and power generation.
Principles of Consolidation –
The consolidated financial statements for 2010 include the accounts of Sigma
Labs, Inc. and B6 Sigma, Inc. All significant intercompany balances
and transactions have been eliminated.
Comparative Financial Statements –
The Balance Sheet as of December 31, 2009 and the Statements of
Operations and Cash Flows for the periods ending during 2009 are the
preacquisition financial statements of Sigma Labs, Inc. (formerly Framewaves,
Inc.).
Property and Equipment –
Property and equipment are stated at cost. Expenditures for
major renewals and betterments that extend the useful lives of property and
equipment are capitalized upon being placed in service. Expenditures
for maintenance and repairs are charged to expense as
incurred. Depreciation is computed using the straight-line method
over the estimated useful lives of the assets. The estimated life has
been determined to be three years unless a unique circumstance exists, which is
then fully documented as an exception to the policy.
Fair Value of Financial
Instruments – The Company estimates that the fair value of all financial
instruments does not differ materially from the aggregate carrying values of its
financial instruments recorded in the accompanying consolidated balance
sheets.
Income Taxes – The Company accounts for
income taxes in accordance with ASC Topic No. 740, “Accounting for Income
Taxes.”
6
The
Company adopted the provisions of ASC Topic No. 740, “Accounting for Income
Taxes,” at the date of inception on February 5, 2010. As a result of
the implementation of ASC Topic No. 740, the Company recognized no increase in
the liability for unrecognized tax benefits.
The
Company has no tax positions at September 30, 2010 for which the ultimate
deductibility is highly certain but for which there is uncertainty about the
timing of such deductibility.
The
Company recognizes interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses. During the
period ended September 30, 2010, the Company recognized no interest and
penalties. The Company had no accruals for interest and penalties at
September 30, 2010.
Loss Per Share – The
computation of loss per share is based on the weighted average number of shares
outstanding during the period in accordance with ASC Topic No. 260, “Earnings
Per Share.”
Condensed Financial Statements
– The accompanying 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 September 30, 2010
and for the period then ended have been made.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company’s February
28, 2010 audited financial statements. The results of operation for
the period ended September 30, 2010 are not necessarily indicative of the
operating results for the full year.
Allowance for Doubtful Accounts
- The Company establishes an allowance for doubtful accounts to ensure
accounts receivables are not overstated due to uncollectibility. Bad
debt reserves are maintained based on a variety of factors, including the length
of time receivables are past due and a detailed review of certain individual
customer accounts. If circumstances related to customers change,
estimates of the recoverability of receivables would be further
adjusted. The allowance for doubtful accounts at September 30, 2010
is $0.
Intangible Assets – Long-lived
assets and certain identifiable intangibles to be held and used by the Company
are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The
Company continuously evaluates the recoverability of its long-lived assets based
on estimated future cash flows and the estimated liquidation value of such
long-lived assets, and provides for impairment if such undiscounted cash flows
are insufficient to recover the carrying amount of the long-lived
assets. If impairment exists, an adjustment is made to write the
asset down to its fair value, and a loss is recorded as the difference between
the carrying value and fair value. Fair values are determined based
on quoted market values, discounted cash flows or internal and external
appraisals, as applicable. Assets to be disposed of are carried at
the lower of carrying value or estimated net realizable value.
7
Recently Enacted Accounting
Standards – In June 2009, the FASB established the Accounting Standards
Codification (“Codification” or “ASC”) as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in accordance with generally accepted
accounting principles in the United States (“GAAP”). Rules and
interpretive releases of the Securities and Exchange Commission (“SEC”) issued
under authority of federal securities laws are also sources of GAAP for SEC
registrants. Existing GAAP was not intended to be changed as a result
of the Codification, and accordingly the change did not impact our financial
statements. The ASC does change the way the guidance is organized and
presented.
Accounting
Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair
Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985),
Certain Revenue Arrangements that include Software Elements, and various other
ASU’s No. 2009-2 through ASU NO. 2010-26 which contain technical corrections to
existing guidance or affect guidance to specialized industries or entities were
recently issued. These updates have no current applicability to the
Company or their effect on the financial statements would not have been
significant.
Cash Equivalents - The Company
considers all highly liquid investments with a maturity of three months or less
at date of purchase to be cash equivalents.
Organization Expenditures –
Organizational expenditures are expensed as incurred.
Amortization - Utility patents
are amortized over a 17 year period.
Accounting Estimates - The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States requires management to make estimates
and assumptions that affect certain reported amounts of assets and liabilities,
the disclosures of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimated by management.
Revenue Recognition – The
Company’s revenue is derived primarily from providing services under contractual
agreements. Revenue is recognized when a project is
completed.
NOTE
2 – Capital Stock
The
Company has authorized 750,000,000 shares of common stock, $.001 par
value.
8
On
September 13, 2010 the Company closed a share exchange transaction (the
“Reorganization”) with the shareholders of B6 Sigma, Inc., a Delaware
corporation (“B6 Sigma”), which resulted in B6 Sigma becoming a wholly-owned
subsidiary of the Company. Each share of B6 Sigma, Inc. common stock
outstanding as at the closing of the Reorganization was exchanged for 6.67
shares of the Company’s common stock. At the closing, B6 Sigma, Inc.
also acquired and cancelled 110,700,000 shares of the Company’s common stock
from three shareholders for the sum of $195,000. Upon the closing of
the Reorganization, the Company ceased to be a “Shell” company (as such term is
defined in Rule 12b-2 under the Securities Exchange Act of 1934, as
amended.
As a
condition to the closing of the reorganization, B6 Sigma, Inc. also closed a
private offering of $1,000,000 of its common stock contemporaneously with the
closing of the reorganization, which included the conversion of $300,000 of
previously issued convertible notes by B6 Sigma, Inc. into the private offering
of common stock.
NOTE
3 – Going Concern
The
Company was only recently formed and has not yet achieved profitable
operations. The ability of the Company to continue as a going concern
is dependent on expanding income opportunities. Management
anticipates that additional contracts will allow the Company to achieve
profitable operations.
NOTE
4 – Income Taxes
The
Company accounts for income taxes in accordance with ASC Topic No. 740, “Income
Taxes.” ASC Topic No. 740 requires the Company to provide a net
deferred tax asset/liability equal to the expected future tax benefit/expense of
temporary reporting differences between book and tax accounting methods and any
available operating loss or tax credit carryforwards.
The
Company has available at September 30, 2010, unused operating loss carryforwards
of approximately $234,607, which may be applied against future taxable income
and which expire in various years through 2030. However, if certain
substantial changes in the Company’s ownership should occur, there could be an
annual limitation on the amount of net operating loss carryforward which can be
utilized. The amount of and ultimate realization of the benefits from
the operating loss carryforwards for income tax purposes is dependent, in part,
upon the tax laws in effect, the future earnings of the Company and other future
events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the loss carryforwards, the Company
has established a valuation allowance equal to the tax effect of the loss
carryfowards (approximately $35,200) at September 30, 2010 and, therefore, no
deferred tax asset has been recognized for the loss
carryforwards. The change in the valuation allowance is approximately
$35,200 for the period ended September 30, 2010.
9
NOTE
5 – Loss Per Share
The
following data show the amounts used in computing loss per share and the effect
on income and the weighted average number of shares of dilutive potential common
stock for the period ended September 30, 2010:
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September 30
|
September 30_
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Loss
from continuing operations available to Common
stockholders
|
$ | (66,807 | ) | $ | (3,291 | ) | $ | (305,089 | ) | $ | (8,381 | ) | ||||
Weighted
average number of common shares Outstanding used in loss per share during
the Period
|
211,239,698
|
1,258,994 | 198,252,856 | 1,258,994 |
NOTE
6 – Furniture and Equipment
The
following is a summary of property and equipment, purchased used and depreciated
over a period of three years, less accumulated depreciation, as of September 30,
2010:
Furniture
and Fixtures
|
$ | 56,000 | ||
Less: Accumulated
Depreciation
|
( 8,555 | ) | ||
Net
Property and Equipment
|
$ | 47,445 |
Depreciation
expense on property and equipment was $8,555 for the period ended September 30,
2010.
NOTE
7 – Patents
The
following is a summary of patents less accumulated amortization as of September
30, 2010:
Patents
|
$ | 25,800 | ||
Less: Accumulated
Amortization
|
(463 | ) | ||
Net
Patents
|
$ | 25,337 |
Amortization
expense on patents was $463 for the period ended September 30,
2010.
10
NOTE
8 – Notes Payable
A note
for $15,000 was due to a Framewaves, Inc. shareholder at December 31,
2009.
NOTE
9 – Subsequent Events
Subsequent
to September 30, 2010, Framewaves, Inc. effected a 150 for 1 forward stock split
and changed its name to Sigma Labs, Inc. These changes have
been retroactively reflected in the financial statements.
The
Company has evaluated subsequent events from the balance sheet date through the
date the financial statements were issued and determined there are no additional
events to disclose.
11
Special Note Regarding
Forward-Looking Statements
This
Quarterly Report on Form 10-Q contains “forward-looking” statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. For this
purpose any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words “believes,” “anticipates,” “plans,” “expects” and
similar expressions are intended to identify forward-looking
statements. These statements involve unknown risks, uncertainties and
other factors, which may cause our actual results to differ materially from
those implied by the forward looking statements. Among the important
factors that could cause actual results to differ materially from those
indicated by such forward-looking statements include those risks identified in
“Item 2.01-Risk Factors” and other risks identified in our Form 8-K/A dated
November 12, 2010. There have been no material changes from the risk
factors previously disclosed in our Form 8-K/A dated November 12, 2010. Such
forward-looking statements represent management’s current expectations and are
inherently uncertain. Readers are cautioned that actual results may differ from
management’s expectations.
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations
Current
Overview
We
provide a variety of consulting services for commercial and government-sponsored
research and development programs. These services aid our customers in improving
the quality of their manufacturing processes.
Our
customers are government agencies, aerospace manufacturers, DOE national
laboratories, and Original Equipment Manufacturers (OEMs) of friction
welding-related machine tools. Also of significance, are various
materials science initiatives which we are developing at the present time for
the medical / dental industry drawing upon our core strengths in the materials
science areas.
It should
be noted that the nature of our business sometimes leads to significant
variations in revenue flow. In addition, much of our work occurs on
an annual or project-specific basis, and does not necessarily recur monthly or
quarterly, as do our operating expenses.
Critical
Accounting Policies
Our
discussion and analysis of our financial condition and results of operations is
based on our consolidated financial statements, which have been prepared in
accordance with United States generally accepted accounting principles, or U.S.
GAAP.
In
addition to the information provided below, you should refer to the items
disclosed as our critical accounting policies in the Part II, Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” section of our Form 8-K/A dated November 12, 2010.
Off-Balance
Sheet Financing Arrangements
We do not
have any off-balance sheet financing arrangements, other than our irrevocable
standby letter of credit previously discussed, and the operating leases
discussed below.
12
Results
of Operations
On
September 13, 2010, we closed a share exchange
transaction with the shareholders of B6 Sigma, Inc., a Delaware corporation (“B6
Sigma”), which resulted in B6 Sigma becoming a wholly owned subsidiary of
Framewaves, Inc. (“Framewaves”). Following the completion of that
transaction, Framewaves changed its name to Sigma Labs, Inc.
Prior to
the completion of the transaction, Framewaves was a shell company, as that term
is defined in Rule 12b-2 under the Securities Exchange Act of 1934, and did
not conduct any business operations. Since we did not conduct any
business operations during the three months or nine months ended September 30,
2009, it is not possible to compare our results of operations during those
periods with our results of operations during the three months and nine months
ended September 30, 2010.
During
the three months and nine months ended September 30, 2010, we had revenues
of $243,936 and $276,436, respectively, and gross profit of $127,842 and
$160,342, respectively.
During
the three months and nine months ended September 30, 2010, we had general and
administrative expenses of $185,649 and $453,431, respectively
During
the three months and nine months ended September 30, 2010, we had net loss of
$66,807 and $305,089, respectively.
Liquidity
and Capital Resources
At
September 30, 2010, we had positive working capital of $474,433. We
have raised $1,000,000 through the sale of 50,825,000 shares of our common
stock, but this is not sufficient to meet our current and future cash
requirements. We are continuing to attempt to raise additional funds
through sales of common stock, but there are no assurances that we will raise
sufficient amounts to meet our current needs.
The
initial private placement funding and accounts receivables are anticipated to
sustain the company for approximately six months. An additional
$1,500,000 of funding will be required to meet its planned and future cash
needs. Our specific spending commitments and funding requirements are
geared towards an aggressive expansion of clients and revenue. Apart
from our commitments related to our contracts, we have ongoing commitments for
normal business expenses, including salaries, benefits, lease costs and the
like, and have made no other long term financial commitments pending receipt of
additional funding. Should we not receive any additional funds, our
priorities will be to complete our existing contracts including payroll related
expenses related to the performance of that work.
Our
principal source of funds has been contract revenues and investments and we have
had cash in excess of our operating needs. At September 30, 2010, our
cash was $557,861.
Recent
Accounting Pronouncements
In June 2009, the FASB established the
Accounting Standards Codification (“Codification” or “ASC”) as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
accordance with generally accepted accounting principles in the United States
(“GAAP”). Rules and interpretive releases of the Securities and
Exchange Commission (“SEC”) issued under authority of federal securities laws
are also sources of GAAP for SEC registrants. Existing GAAP was not
intended to be changed as a result of the Codification, and accordingly the
change did not impact our financial statements. The ASC does change
the way the guidance is organized and presented.
13
Accounting
Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair
Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985),
Certain Revenue Arrangements that include Software Elements, and various other
ASU’s No. 2009-2 through ASU NO. 2010-26 which contain technical corrections to
existing guidance or affect guidance to specialized industries or entities were
recently issued. These updates have no current applicability to the
Company or their effect on the financial statements would not have been
significant.
Item
3. Quantitative and Qualitative Disclosures About Market
Risks
We do not consider the effects of
interest rate movements to be a material risk to our financial
condition. We do not hold any derivative instruments and do not
engage in any hedging activities.
Item
4T. Controls and Procedures
Based on
management’s evaluation (with the participation of our Chief Executive Officer
(CEO) and Treasurer), as of the end of the period covered by this report, our
CEO and Treasurer have concluded that our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)), are effective to provide reasonable
assurance that information required to be disclosed by us in reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms and is accumulated and communicated to management, including our
principal executive officer and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure.
There
have been no changes in our internal control over financial reporting that
occurred during the period covered by this report that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
14
PART
II – OTHER INFORMATION
Item 1A.
Risk Factors
In
addition to the other information set forth in this report, you should carefully
consider the risk factors discussed in “Item 2.01-Risk Factors” and other risks
identified in our Form 8-K/A dated November 12, 2010. There have been
no material changes from the risk factors previously disclosed in our Current
Report on Form 8-K/A dated November 12, 2010, which could materially affect our
business, financial condition or future results. The risks described in our
Current Report on Form 8-K/A dated November 12, 2010, are not the only risks
facing our Company. Additional risks and uncertainties not currently known to
us, or that we currently deem to be immaterial, may also materially adversely
affect our business, financial condition and/or operating results.
Item
6. Exhibits
31.1
|
Certification
pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, executed by Richard Mah,
Chief Executive Officer of Sigma Labs, Inc.
|
|
31.2
|
Certification
pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, executed by James Stout,
Principal Accounting Officer of Sigma Labs, Inc.
|
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, executed by Richard Mah, Chief Executive
Officer of Sigma Labs, Inc.
|
|
32.2
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, executed by James Stout, Principal
Accounting Officer of Sigma Labs,
Inc.
|
15
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
November 17,
2010
|
SIGMA LABS, INC.
|
|
(Registrant)
|
||
By:
|
/s/ Richard Mah
|
|
Richard
Mah
|
||
Chief
Executive Officer
|
||
(Principal
Executive Officer)
|
||
By:
|
/s/ James Stout
|
|
James
Stout
|
||
Chief
Financial Officer (Principal
|
||
Financial
Officer and Accounting
Officer)
|
16
Exhibit
Index
Exhibit
Number
|
Description
|
|
31.1
|
Certification
pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, executed by Richard Mah,
Chief Executive Officer of Sigma Labs, Inc.
|
|
31.2
|
Certification
pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, executed by James Stout,
Principal Accounting Officer of Sigma Labs, Inc.
|
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, executed by Richard Mah, Chief Executive
Officer of Sigma Labs, Inc.
|
|
32.2
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, executed by James Stout, Principal
Accounting Officer of Sigma Labs,
Inc.
|
17