SecProbe.io

January 25, 2013
Stephen Garland
Chief Executive Officer
Heatwurx, Inc.
6041 South Syracuse Way, Suite 315
Greenwood Village, CO 80111

Re: Heatwurx, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed January 11, 2013
  File No. 333-184948

Dear Mr. Garland :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Fee Table

1. We note your revised fee tab le in response to prior comment 1.  Please further revise to
reflect each security comprising the units separately in the table.

Prospectus Cover Page

2. With a view toward clarified disclosure, please tell us the status of your application to list
your sh ares and warrants on the NYSE MKT exchange.  In particular, tell us whether you
plan to move forward with your offering s prior to obtaining a listing on the NYSE MKT.

3. We note your response s to prior comment s 4 and 32  and the revised disclosure on the
cover page of the selling stockholders  prospectus that the selling stockholders may not
sell any of their common stock until the underwriters have completed the primary
offering “excluding the overallotment portion.”  Please clarify whether the selling
stockholders offering can commence prior to the completion of the primary offering in
the event the underwriters choose to exercise the overallotment option. If it may

Stephen Garland
Heatwurx, Inc.
January 25, 2013
Page 2

 commence before the overallotment shares are sold, please revise to disclose how the
price of the overallotment shares differs from the price of the shares being offered by the
selling stockholders and include appropriate risk factor disclosure.  Otherwise, p lease
revise to state that the secondary offering will not begin until the primary offer ing has
been completed.

Revenue, page 2 2

4. We see the revisions made in response to prior comment 12.   To the extent that it
impacted revenues, please further revise to also discuss any changes in the volume or
price of units sold during the periods presented.    Refer to Item 303(a)(3) of Regulation
S-K.

Executive Compensation, page 34

5. Please update your disclosure pursuant to Item 402 of Regulation S -K for the last
completed fiscal year ended December 31, 2012.

Underwriting, page 44

6. We note your response to prior comment 21.  Given his participation in the distribution of
your shares in a public offering , please provide us with a detailed analysis as to whether
Mr. Giles should be identified as an underwriter within the meaning of Sec tion 2(a)(11)
of the Securities Act with respect to the shares that he will sell to you in connection with
the overallotment option.

Note 4.   Acquisition, page F -11

7. Please refer to prior comment 26. We reference the statement on page 39 that as of the
date of the asset purchase agreement, Mr. Giles owned 50% of the company and also
owned the acquired technology.   Please tell us how you considered that the two entities
were under common control and the assets should be transferred at historical cost unde r
FASB ASC 805 -50-30.

Selling Stockholders Prospectus Cover Page , page SS -2

8. We note your response to prior comment s 4 and  29 and your revised disclosure that you
“have assumed” that the selling shareholders will sell their stock at $5.15 per share.
Please note that given the lack of an established trading market for your shares, the
offering price must be fixed and disclosed as such ; it is not appropriate to assume what
the price will be.  Refer to Item 501(b)(3) of Regulation S -K and Schedule A, p aragraph
16 of the Securities Act of 1933.  While we have no objection if you disclose that the
shares being offered by the selling stockholders will be sold at the disclosed fixed price
until your shares are listed on the NYSE MKT and thereafter at prevai ling market prices

Stephen Garland
Heatwurx, Inc.
January 25, 2013
Page 3

 or privately negotiated prices, the offering price must be fixed until that time.  Please
revise your disclosure accordingly.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and acc uracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their  respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to revi ew any amendment prior to the requested effective date of the
registration statement.

Stephen Garland
Heatwurx, Inc.
January 25, 2013
Page 4

 You may contact Kristin Lochhead  at (202) 551 -3664  or Brian Cascio, Accounting
Branch Chief, at (202) 551 -3676 if you have questions regarding comments on the finan cial
statements and related matters.  Please contact Mary Beth Breslin  at (202) 551 -3625  or me at
(202) 551 -3528 with any other questions.

Sincerely,

 /s/ Mary Beth Breslin for

Ama nda Ravitz
Assistant Director

cc (via e -mail): Howard J. Kern