SecProbe.io

April 17, 2013
Stephen Garland
Chief Executive Officer
Heatwurx, Inc.
6041 South Syracuse Way, Suite 315
Greenwood Village, CO 80111

Re: Heatwurx, Inc.
Amendment No. 3 to Registration Statement on Form S -1
Filed April 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.

Heatwurx Inc. Financial Statements, page  F-1

Balance Sheet as of December 31, 2012 and 2011, page F -3

1. We note that you adjusted cash and accrued liabilities in the pro forma financial
information for the payment of the accrued dividend with respect to the Company’s
Series C Preferred shares of  $49,172, as though the completion of the initial public
offering contemplated by the accompanying prospectus had occurred on December 31,
2012.   Since the payment of the dividends is unrelated to the proposed equity transaction,
please limit the pro forma  information to only the shareholder’s equity section of the
balance sheet.    Please also revise your footnote accordingly .

Statement of Stockholder’s Equity, page F -5

2. We see that you are a development stage company.   Please tell us why you do not pres ent
a statement of stockholder’s equity from the inception of the predecessor company
(January 1, 2009) as required by FASB 915 -215.

Stephen Garland
Heatwurx, Inc.
April 17, 2013
Page 2

 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:

 shoul d the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission 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 accuracy 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 reque sts 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 Securitie s 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 review any amendment prior to the requested effectiv e date of the
registration statement.

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 financial
statements and related matters.  Please con tact 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