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    Unassociated Document

    SIGMA
LABS, INC.

    3900
Paseo del Sol

    Santa Fe,
New Mexico 87507

    January
18, 2011

    Via
EDGAR

    Securities
and Exchange Commission

    Mail Stop
3561

    100 F
Street NE

    Washington,
D.C. 20549-7010

              Attention:

              Larry
      Spirgel, Assistant Director

              Re:

              Framewaves,
      Inc.

    Amendment
No. 2 to Current Report on Form 8-K

    Filed
December 20,2010

    File No.
033-02783-S

    Dear Mr.
Owings:

    By letter
dated December 29, 2010, the staff (the “Staff”) of the
Securities and Exchange Commission (“SEC) provided this
company, Sigma Labs, Inc. (fka as Framewaves, Inc.), with comments to this
company’s Amendment No. 2 to Current Report on Form 8-K filed with the SEC on
December 20, 2010 (the “Form
8-K”).

    This
letter contains the responses of Sigma Labs, Inc. to the Staff’s
comments.  The numbers of the responses and the headings set forth
below correspond to the numbered comments and headings in the December 29, 2010
letter from the Staff.  In addition, we have filed with the SEC,
concurrently with filing this response letter, Amendment No. 3 (“Amendment No. 3”) to
the Form 8-K.

    Management’s Discussion and
Analysis of Plan of Operations, page 17

    1. We have
amended the Form 8-K to include the following discussion on future revenues we
expect to generate from current contracts:

    We expect
to generate revenues primarily by marketing and selling our manufacturing and
materials technologies.  However, for the period from our inception
through September 30, 2010, we generated revenues from engineering consulting
services we provided during this period.

    For the
period commencing October 1, 2010 through December 31, 2010, we expect to
continue to refine and finalise our technologies for commercialization. However,
until such time, we anticipate that we will earn revenues to finance our
development activities and other operating costs mainly from offering consulting
services in connection with our area of expertise, i.e., materials and
manufacturing technologies. We have four current/active consulting contracts
with respect to which we expect to perform and generate future
revenues.

    Specifically,
we have two consulting contracts with Honeywell International, Inc. concerning
the application of our IPQA technology to the manufacturing of aero-engines, and
we expect to generate approximately $60,000 in revenues under these agreements
with Honeywell upon their completion.  Additionally, we anticipate
revenues of approximately $27,663 under a consulting contract with ALCOA, which
we expect to complete in early 2011.  This contract involves advisory
activities associated with IPQA technology for ALCOA in connection with its
development of inertia friction-welding for an advanced aluminum
alloy.  Lastly, we expect to earn revenues under another contract with
the United States Air Force (“USAF”) in connection with the development of a
closed-loop control system applicable to electronic beam direct manufacturing.
We anticipate revenues of approximately $277,000 for the three-months ended
December 31, 2010 under the USAF contract, and up to an additional $520,000 upon
completion of the project.

    We are
not making any product sales of our IPQA or other technologies under these
contracts – activities are limited to advising and consulting concerning our
materials/manufacturing technologies expertise and background.

    The
Honeywell, ALCOA and USAF contract are all fixed price contracts, for which we
will receive a specified fee regardless of our cost to perform under such
contract. In connection with entering into these fixed-contract consulting
arrangements, we are required to estimate our costs of
performance.  Accordingly, if we under-estimate the cost to complete a
contract, we will still be required to complete the work specified under such
contract, which could result in a loss to us.  To actually earn a
profit on these contracts, we must accurately estimate costs involved and assess
the probability of meeting the specified objectives, realizing the expected
units of work or completing individual transactions, within the contracted time
period.  We expect to recognize revenues on these contracts, including
a portion of estimated profit, as costs are incurred.  Therefore, if
any of these contracts is cancelled or re-negotiated after work has been
performed, previously recognized revenue would be reversed and charged to
earnings at that time.  The reversal of previously recognized revenue
could adversely affect our financial results.  In addition, we expect
to review these contracts quarterly and adjust revenues to reflect our current
expectations as to the total anticipated costs of each
contract.  These adjustments may affect the timing and amount of
revenue recognized and could adversely affect our financial
results.

    Form 8-K.Amendment No. 1
dated November 5, 2010

    Exhibit
99.1

    B6 Sigma,
Inc.

    Audited Financial Statements
for February 28, 2010

    6. Subsequent
Events

    Asset Purchase Agreement,
page 9

    2. Please
see below for our response to comment 9 of the Staff’s November 22, 2010
letter:

    We
accounted for the purchase agreement with Technology Management Company (“TMC”) as an
acquisition of assets and not a business.  We set forth below some
background concerning the development of the IPQA assets, as well as the
operations of Beyond 6 Sigma division of TMC prior to the sale of such
assets.

    In May
2005, Mark Cola and Vivek Dave (each of whom is currently an officer and a
director of Sigma Labs, Inc., collectively, the “Principals”) formed
Beyond6 LLC (the “LLC”) while each was
employed at the Los Alamos National Laboratory (“LANL”). At that time,
the LLC was conducted as an “after hours” operation, and the predominant focus
was the development of the IPQA technology and its application in the commercial
world. The IPQA technology was originally conceived and developed by the
Principals.  Between 2005 and 2006, while still employees of the LANL,
the Principals refined the IPQA technology and offered preliminary
demonstrations of the technology to a few test clients with whom they had
developed relationships at LANL, and who expressed interest in the technology
were it ever commercialized.  During this period, however, the LLC did
not have a finalized software product, and no sales of the IPQA technology were
made.  Accordingly, the LLC recorded no revenues in connection IPQA
technology during this period. However, the costs incurred by the LLC in
connection with presenting the demonstrations were funded and reimbursed by the
test clients.

    In June
2006, the Principals were hired by and assigned to a new division of TMC: Beyond
6 Sigma (hereinafter, “TMC Division”). TMC
Division was essentially formed around the Principals and the ideas, test-client
relationships, etc. they had developed regarding the IPQA
technology.  The goal of this arrangement was to engage the Principals
to further refine the IPQA technology toward commercialization.  The
Principals were also engaged to provide engineering services unrelated to TMC’s
core business and unrelated to the IPQA technology via the new TMC
Division.  In connection with the Principals employment by TMC
Division, TMC acquired the Principals’ rights in the IPQA technology and related
assets in consideration for equity in TMC.  At the time of TMC’s
acquisition of the rights to the IPQA technology, the technology was still in
its infancy and not ready for commercialization.  Accordingly, the
assets acquired in connection with this acquisition were limited to intangible
assets, ideas and related intellectual property concerning this
technology.  In addition, the Principals also brought with them the
relationships (i.e., test clients) they had developed while at LANL (and
utilized during their time at the LLC) in the hope of continuing to leverage
such relationships to further test, develop and refine the IPQA technology while
employed at TMC Division.  These were relationships/arrangements that
originated during the Principals’ tenure at LANL, and TMC/TMC Division has no
connection to such relationships prior to TMC’s involvement with the
Principals.

    Between
2006 and 2010, as employees of TMC Division, the Principals further refined the
IPQA technology. During this time, significant effort was placed on the further
development of software algorithms required to commercialize the IPQA platform.
In the course of their development work at TMC Division, the technology never
reached commercialization. Accordingly, TMC/TMC Division could not commercially
exploit the technology during the time of the Principals’ employment
thereat.  Similar to the activities at the LLC concerning the IPQA
technology, the Principals continued to develop this technology with interested
test clients, who reimbursed TMC Division the costs of such
demonstrations.  Accordingly, TMC/TMC Division never earned revenues
from exploitation of the IPQA technology since the Principals remained primarily
engaged in research and development activities concerning the technology, and
there was no bona fide final product for commercial exploitation.  As
noted above, TMC Division did provide unrelated engineering services to some
customers and recorded revenues with respect to such services; but to be clear,
no revenues were actually generated from or in connection with exploitation of
IPQA. With respect to the IPQA technology, the operations of TMC Division were
limited to research and development activities. Although presentations of the
technology were made, this was undertaken in the spirit of research and
development and further refinement of the technology.

    In early
2010, TMC determined it was no longer interested in funding further development
of the IPQA technology. As a result, TMC and the Principals decided to terminate
their relationship.  The intellectual property and related assets
underlying the IPQA technology were sold to a new entity formed by the
principals, B6 Sigma, Inc. (now a wholly owned subsidiary of Sigma Labs, Inc.,
and together with Sigma Labs, Inc., the “Company”). In
connection with the sale, TMC/TMC Division retained only those assets not
contributed by the Principals at the time of their initial employment with TMC,
i.e., cash, legal documents concerning the formation of the division and certain
liabilities. This sale of intellectual property assets was accounted for as an
acquisition of assets and not a business.

    Following
their separation from TMC, the Principals raised outside funds to finance
further development of the IPQA technology with the hope of bringing it to
commercialization.  The Principals have further refined and tested the
IPQA technology, including further demonstrations to test clients. At this time,
the technology is in its final stages of development and continuing to undergo
trials at test clients’ facilities.  Additionally, since separating
from TMC/TMC Division, the Principals have acquired or are developing additional
technologies (i.e., other than IPQA), which they plan to refine and bring to
commercialization at the Company.

    The
acquisition under the purchase agreement with TMC (the “Purchase
Agreement”) comprised mostly to the IPQA assets, and was
characterized as a sale/purchase of assets and not a business. Our reasons for
this characterization are as follows:

    · Revenue Producing
Activity. As noted earlier, the IPQA technology did not generate any
revenues at TMC Division since the Principals were primarily engaged in research
and development activities concerning the technology.  Accordingly,
there was no revenue producing activity at TMC Division with respect to the IPQA
assets acquired by the Company.

    · Scope of
Operations. TMC Division was primarily engaged in the development of the
IPQA assets for commercialization. Since separating from TMC/TMC Division, the
Principals have acquired or are developing additional technologies (i.e., other
than IPQA), which they plan to develop and bring to commercialization at the
Company.  Accordingly, the scope of the Company’s activities is
broader than the development activities undertaken at TMC
Division.  Specifically, the Company is investing in the development
and ultimate commercialization of other technologies, the development of which
was not undertaken at TMC Division.

    ·  Customer
Base/Market
Distribution System. The Principals’ activities at TMC Division were
limited to further development of the IPQA technology.  The technology
never reached maturity/commercial application during their time at
TMC.  Since there was no commercial product to sell, there was no
customer base or distribution system. Although presentations of the technology
were made, this was undertaken in the spirit of research and development and
further refinement of the technology. Upon being employed by TMC, the Principals
brought with them these relationships (i.e., test clients) they had developed
while at the LLC and LANL in the hope of continuing to leverage such
relationships to further test, develop and refine the IPQA technology in the
course of their work at TMC Division.  These relationships originated
during the Principals’ tenure at LANL, and TMC had no connection to such
relationships prior to its involvement with the
Principals.  Accordingly, in connection with their separation from
TMC/TMC Division, the Principals reacquired their rights in the IPQA technology
and related assets, including any contracts concerning the testing of the IPQA
technology with test clients (which relationships and contracts originated with
the Principals).

    · Physical
Facilities/Employee Base.  Under the Purchase Agreement, the
Company/Principals did not acquire any employees of TMC Division or any
facilities or real property belonging to either TMC or TMC
Division.

    Based on
the foregoing, we concluded that the operations of TMC Division did not
constitute a business, and we accounted for the transactions contemplated under
the Purchase Agreement as an asset acquisition and not the acquisition of a
business.

    Accordingly,
we do not believe that historical or pro forma financial statements for TMC
Division are required pursuant to Rules 8.04 and 8.05 of Regulation
S-X.  In addition, TMC informs us that they have never maintained
stand-alone financial statements for TMC Division, and such financial statements
are not available.

    3. Please
see below for our response to comment 10 of the Staff’s November 22, 2010
letter:

    For the
reasons set forth in response to comment 2 above, we do not believe TMC Division
to be a predecessor company of the Company.  In sum, we do not believe
that TMC Division’s operations comprised a business, and the scope of the
Company’s current operations is broader than the activities undertaken at TMC
Division.

    4. Please
see below for our response to comment 11 of the Staff’s November 22, 2010
letter:

    TMC was
founded in the early 1990’s in response to the collapse of the Soviet Union and
new legislation creating the Cooperative Threat Reduction (CTR) program,
commonly known as the Nunn-Lugar Act after its authors.  The Act
authorized U.S. assistance in the elimination of Soviet weapons of mass
destruction.  TMC became the first legally recognized U.S.
international program support company widely operating in the Former Soviet
Union, which remains a competitive advantage in providing in-country
services.  Over the last 10+ years, TMC has expanded its services to
provide a variety of management, technical and logistics support services to
government agencies.

    At the
time the TMC Division was formed, TMC served U.S. Government clients in
achieving success in difficult geo-cultural environments where legal, political,
social, and