SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 30, 2025

Frank Orzechowski
Chief Financial Officer
NextTrip, Inc.
3900 Paseo del Sol
Santa Fe, New Mexico 87507

 Re: NextTrip, Inc.
 Proxy Statement on Schedule 14A
 Filed August 15, 2025
 File No. 001-38015
Dear Frank Orzechowski:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
cc: David Ficksman
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 TroyGould
 pc

 1801
 Century Park East, 16th Floor
 Los
 Angeles, California 90067-2367
 Tel
 (310) 553-4441 | Fax (310) 201-4746
 www.troygould.com

 David
 L. Ficksman ● (310) 789-1290 ● dficksman@troygould.com
 File
 No. 05046-0003

 September
 24, 2025

 BY
VIA EDGAR

 Securities
and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Attention: Daniel Morris

 Re:
 NextTrip,
 Inc.

 Proxy
 Statement on Schedule 14A

 Filed
 August 15, 2025

 File
 No. 001-38015

 Dear
Mr. Morris:

 By
letter dated September 11, 2025, the staff (the "Staff") of the Securities and Exchange Commission (the "Commission")
provided NextTrip, Inc. (the "Company") with comments on the Company's Proxy Statement on Schedule 14A, described above
(the "Proxy Statement").

 On
behalf of the Company, this letter contains the Company's responses to the Staff's comments. The numbered responses and the
headings set forth below correspond to the numbered comments and headings in the Staff's letter.

 Proxy
Statement on Schedule 14A

 Proposal
3: Approval of the Issuance of More Than 19.99%, page 12

 1.
 Please
 revise to illustrate how the issuance of the underlying shares would increase the percentage of common shares beneficially owned
 by the holders of your Series J, K, L, M, M, N, O and P preferred stock and warrants and notes, including your officers and directors
 and principal shareholders.

 COMPANY'S
RESPONSE

 We
have added two tables showing the information requested. The tables also reflect the shares issuable pursuant to the conversion of the
newly created Series Q Convertible Preferred Stock.

 Securities and Exchange Commission Attention: Daniel Morris September 24, 2025 Page 2

 2.
 We
 note your disclosure with respect to the Series K preferred, warrant, and unsecured promissory note offering. Please revise to clarify
 when the $1,000,000 and $220,000 loans were made. In addition, please identify the note holders. Also, please revise to clarify the
 operation of the cashless exercise feature for the "half-cashless warrants", filed as Ex. 4.3 to the Form 8-K filed on
 January 3, 2025. In this regard, we note that the value of a share is to be determined by the board of directors. Please explain.
 Also, please highlight any similar conversion features in the other securities subject to this proposal 3.

 COMPANY'S
RESPONSE

 We
have included the requested information regarding the promissory notes. As for the cashless exercise feature, we have added the disclosure
that in determining the fair market value, in the case where the shares are traded on a public market, the directors will use the market
price of the underlying stock as the date of exercise. We have also disclosed the percentage of outstanding common stock issuable upon
conversion pursuant to each offering.

 3.
 We
 note that this proposal 3 relates to the Series J, K, L, M, N, O, and P preferred offerings (including applicable debt conversions,
 warrant offerings, and note offerings) (together, "the offerings"). Please clarify whether the offerings covered by this
 proposal 3 are dependent upon or otherwise related to each other. In addition, please clarify whether the shares issuable pursuant
 to each offering exceed the Nasdaq threshold requiring a shareholder vote; or, alternatively, whether the offerings only exceed the
 Nasdaq threshold when viewed together (i.e., in the aggregate). With respect to these calculations, please disclose the percentage
 of outstanding common stock issuable upon conversion pursuant to each offering.

 COMPANY'S
RESPONSE

 We
have added a disclosure to make it clear that the offerings covered by Proposal 3 are not dependent upon each other. Additionally, we
have added disclosure that the Exchange Cap applies to each of the series notwithstanding that conversion of a particular series may
not result in the issuance of common shares in excess of the Cap in view of the possible Nasdaq position that the offerings will be integrated.
We have added a disclosure as to the percentage of outstanding common stock issuable upon conversion of each offering.

 Securities and Exchange Commission Attention: Daniel Morris September 24, 2025 Page 3

 Proposal
4: Approval of the Issuance of Common Stock to Certain Insiders, page 19

 4.
 Please
 revise your disclosure to clarify the significance of whether the issuance of the shares of common stock upon conversion of the Series
 L Preferred to Messrs. Kerby and/or Monaco is treated as equity compensation. Specifically, your disclosure states that the issuance
 is deemed equity compensation because your shares are listed. However, you also state that you do not intend for the shares underlying
 the Series L offering to be deemed "equity compensation." As this disclosure may be confusing to investors, please clarify
 how your intent (that the shares not be deemed "equity compensation") affects this proposal. In that regard, please also
 (i) quantify the amount of the deemed equity compensation, if possible, and (ii) clarify whether there is a scenario in which the
 shares may not be deemed "equity compensation" (and, if so, whether you may, under that scenario, issue the shares regardless
 of whether the shareholders vote in favor of this proposal).

 COMPANY'S
RESPONSE

 Under
Nasdaq rules, the issuance to directors and officers of securities at a discount to the market price is "equity compensation"
requiring stockholder approval. We have deleted the quoted phrase and added the disclosure that for accounting purposes, the issuance
of shares in the applicable offerings will not be treated as equity compensation.

 5.
 Please
 revise to clearly state how the issuance of shares to your insiders would increase the percentage of common stock holdings of Mr.
 Kerby and Mr. Monaco if the proposals are approved. In this regard, please also consider comment 1 above. Also, revise the second
 paragraph under "Reasons for Stockholder Approval" to disclose the conversion price and the price on the trading day
 immediately prior to entry into the agreement.

 COMPANY'S
RESPONSE

 The
table in the subsection "Effects of the Proposal" sets forth how the conversions affect the holdings of the insiders. We
have also added disclosure regarding the conversion prices and market prices.

 Securities and Exchange Commission Attention: Daniel Morris September 24, 2025 Page 4

 Proposal
5: Approval of the Issuance of More Than 19.99%, page 20

 6.
 Please
 revise the third-to-last paragraph on page 20 to clarify the reference to October 7, 2025.

 COMPANY'S
RESPONSE

 We
have made the revision.

 Security
Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters, page 42

 7.
 Revise
 your beneficial ownership tables to ensure you have disclosed for each entity the natural person or persons who directly or indirectly
 exercise(s) sole or shared voting or investment control. Refer to Item 403 of Regulation S-K.

 COMPANY'S
RESPONSE

 We
have made the requested revision.

 General

 8.
 Please
 ensure that your disclosures regarding the matters described in this proxy statement are consistent with disclosures provided in
 the pending S-1 registration statement.

 COMPANY'S
RESPONSE

 We
plan on ensuring that the disclosures will be consistent. In this regard, we do not plan on filing an amendment to the Registration Statement
until we have cleared comments on the Proxy Statement.

 If
you have any questions regarding this response, please direct them to the undersigned at (818) 469-4200 or dficksman@troygould.com.

 Very
 truly yours,

 /s/
 David L. Ficksman

 David
 L. Ficksman

 cc:
 William
 Kerby

 Frank
 Orzechowski

<DOCUMENT>
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<TEXT>
 September 11, 2025

Frank Orzechowski
Chief Financial Officer
NextTrip, Inc.
3900 Paseo del Sol
Santa Fe, New Mexico 87507

 Re: NextTrip, Inc.
 Proxy Statement on Schedule 14A
 Filed August 15, 2025
 File No. 001-38015
Dear Frank Orzechowski:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Proxy Statement on Schedule 14A
Proposal 3: Approval of the Issuance of More Than 19.99%, page 12

1. Please revise to illustrate how the issuance of the underlying shares
would increase
 the percentage of common shares beneficially owned by the holders of
your Series J,
 K, L, M, M, N, O and P preferred stock and warrants and notes, including
your
 officers and directors and principal shareholders.
2. We note your disclosure with respect to the Series K preferred, warrant,
and
 unsecured promissory note offering. Please revise to clarify when the
$1,000,000 and
 $220,000 loans were made. In addition, please identify the note holders.
Also, please
 revise to clarify the operation of the cashless exercise feature for the
"half-cashless
 warrants", filed as Ex. 4.3 to the Form 8-K filed on January 3, 2025. In
this regard, we
 note that the value of a share is to be determined by the board of
directors. Please
 explain. Also, please highlight any similar conversion features in the
other securities
 subject to this proposal 3.
3. We note that this proposal 3 relates to the Series J, K, L, M, N, O, and
P preferred
 offerings (including applicable debt conversions, warrant offerings, and
note
 September 11, 2025
Page 2

 offerings) (together, "the offerings"). Please clarify whether the
offerings covered by
 this proposal 3 are dependent upon or otherwise related to each other.
In addition,
 please clarify whether the shares issuable pursuant to each offering
exceed the Nasdaq
 threshold requiring a shareholder vote; or, alternatively, whether the
offerings only
 exceed the Nasdaq threshold when viewed together (i.e., in the
aggregate). With
 respect to these calculations, please disclose the percentage of
outstanding common
 stock issuable upon conversion pursuant to each offering.
Proposal 4: Approval of the Issuance of Common Stock to Certain Insiders, page
19

4. Please revise your disclosure to clarify the significance of whether the
issuance of the
 shares of common stock upon conversion of the Series L Preferred to
Messrs. Kerby
 and/or Monaco is treated as equity compensation. Specifically, your
disclosure states
 that the issuance is deemed equity compensation because your shares are
listed.
 However, you also state that you do not intend for the shares underlying
the Series L
 offering to be deemed equity compensation. As this disclosure may
be confusing to
 investors, please clarify how your intent (that the shares not be deemed
 equity
 compensation ) affects this proposal. In that regard, please also (i)
quantify the
 amount of the deemed equity compensation, if possible, and (ii) clarify
whether there
 is a scenario in which the shares may not be deemed equity
compensation (and, if
 so, whether you may, under that scenario, issue the shares regardless of
whether the
 shareholders vote in favor of this proposal).
5. Please revise to clearly state how the issuance of shares to your
insiders would
 increase the percentage of common stock holdings of Mr. Kerby and Mr.
Monaco if
 the proposals are approved. In this regard, please also consider comment
1 above.
 Also, revise the second paragraph under Reasons for Stockholder
Approval to
 disclose the conversion price and the price on the trading day
immediately prior to
 entry into the agreement.
Proposal 5: Approval of the Issuance of More Than 19.99%, page 20

6. Please revise the third-to-last paragraph on page 20 to clarify the
reference to October
 7, 2025.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholders
Matters, page 42

7. Revise your beneficial ownership tables to ensure you have disclosed for
each entity
 the natural person or persons who directly or indirectly exercise(s)
sole or shared
 voting or investment control. Refer to Item 403 of Regulation S-K.
General

8. Please ensure that your disclosures regarding the matters described in
this proxy
 statement are consistent with disclosures provided in the pending S-1
registration
 statement.
 September 11, 2025
Page 3

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Daniel Morris at 202-551-3314 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 2, 2023
Frank Orzechowski
Chief Financial Officer
Sigma Additive Solutions, Inc.
3900 Paseo del Sol
Santa Fe, NM 87507
Re:Sigma Additive Solutions, Inc.
Form 10-K for the Year Ended December 31, 2022
Filed March 30, 2023
File No. 001-38015
Dear Frank Orzechowski:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

August
1, 2023

United
States Securities and Exchange Commission

Washington,
D.C. 20549

  Attention:
  Heather Clark

  Melissa Gilmore

    Re:
    Sigma
    Additive Solutions, Inc.

    Form
    10-K for the Year Ended December 31, 2022

    Filed
    on March 30, 2023

    File
    No. 001-38015

Dear
Sirs and Madames:

Reference
is made to your letter dated June 27, 2023 regarding the above-referenced filing.

Please
be advised that further
to our disclosure under the caption “Evaluation of Disclosure Controls and Procedures” in Item 9A on our Form 10-K, we conducted
an evaluation pursuant to Rule 13a-15 of the Exchange Act of the effectiveness of the design and operation of our disclosure controls
and procedure as of December 31, 2022, under the supervision and with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that
our disclosure controls and procedures were effective as of December 31, 2022.

We
will undertake in future filings to properly include our conclusions regarding the effectiveness of our disclosure controls and procedures
under the caption “Evaluation of Disclosure Controls and Procedures” in Item 9A of Form 10-K.

If
you have any further questions or require additional information, please let us know.

    By:
    /s/
    Frank Orzechowski

    Frank
    Orzechowski

    Chief
    Financial Officer

    (Principal
    Financial and Accounting Officer)

United States securities and exchange commission logo
July 18, 2023
Frank Orzechowski
Chief Financial Officer
Sigma Additive Solutions, Inc.
3900 Paseo del Sol
Santa Fe, NM 87507
Re:Sigma Additive Solutions, Inc.
Form 10-K for the Year Ended December 31, 2022
Filed March 30, 2023
File No. 001-38015
Dear Frank Orzechowski:
            We issued comments to you on the above captioned filing on June 27, 2023.  As of the
date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by August 1, 2023.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Heather Clark at 202-551-3624 or Melissa Gilmore at 202-551-3777 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
June 27, 2023
Frank Orzechowski
Chief Financial Officer
Sigma Additive Solutions, Inc.
3900 Paseo del Sol
Santa Fe, NM 87507
Re:Sigma Additive Solutions, Inc.
Form 10-K for the Year Ended December 31, 2022
Filed March 30, 2023
File No. 001-38015
Dear Frank Orzechowski:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2022
Item 9A. Controls and Procedures, page 24
1.Please tell us your conclusions of your principal executive officer and principal financial
officer regarding the effectiveness of your disclosure controls and procedures and revise
your disclosures accordingly in future filings. Refer to Item 307 of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Heather Clark at 202-551-3624 or Melissa Gilmore at 202-551-3777
with any questions.

 FirstName LastNameFrank Orzechowski
 Comapany NameSigma Additive Solutions, Inc.
 June 27, 2023 Page 2
 FirstName LastName
Frank Orzechowski
Sigma Additive Solutions, Inc.
June 27, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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SIGMA
additive solutions, INC.

3900
Paseo del Sol

Santa
Fe, New Mexico 87507

April
13, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

 Re: Sigma
                                            Additive Solutions, Inc.

Registration
Statement on Form S-3/A

Filed
April 12, 2023

File
No. 333-269683

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Sigma Additive Solutions, Inc., a Nevada corporation, respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective
at 4:00 p.m., Eastern Time, on Monday, April 17, 2023, or as soon thereafter as is practicable.

    Very truly yours,

    SIGMA ADDITIVE SOLUTIONS, INC.

    By:
    /s/
    Jacob Brunsberg

    Jacob Brunsberg

    Chief Executive Officer

United States securities and exchange commission logo
February 17, 2023
Frank Orzechowski
Chief Financial Officer
SIGMA ADDITIVE SOLUTIONS, INC.
3900 Paseo del Sol
Santa Fe, New Mexico 87507
Re:SIGMA ADDITIVE SOLUTIONS, INC.
Registration Statement on Form S-3
Filed February 10, 2023
File No. 333-269683
Dear Frank Orzechowski:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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SIGMA
LABS, INC.

3900
Paseo del Sol

Santa
Fe, New Mexico 87507

June
25, 2021

    VIA
    EDGAR

    Securities
    and Exchange Commission

    Division
    of Corporation Finance

    100
    F. Street, N.E.

    Washington,
    D.C. 20549

    Re:
    Sigma
    Labs, Inc.

    Registration
    Statement on Form S-3

    Filed
    June 11, 2021

    File
    No. 333-257054

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Sigma Labs, Inc., a Nevada corporation, respectfully requests
that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:00
p.m., Eastern Time, on Tuesday, June 29, 2021, or as soon thereafter as is practicable.

    Very
    truly yours,

    SIGMA
    LABS, INC.

    By:
    /s/
    Mark K. Ruport

    Mark
    K. Ruport

    Chief
    Executive Officer

United States securities and exchange commission logo
June 21, 2021
Mark K. Ruport
Chief Executive Officer
Sigma Labs, Inc.
3900 Paseo del Sol
Sante Fe, New Mexico 87507
Re:Sigma Labs, Inc.
Registration Statement on Form S-3
Filed June 11, 2021
File No. 333-257054
Dear Mr. Ruport:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ernest Greene at 202-551-3733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Darren Freedman, Esq.

CORRESP
1
filename1.htm

SIGMA
LABS, INC.

3900
Paseo del Sol

Santa
Fe, New Mexico 87507

June
15, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    Sigma
    Labs, Inc.

    Registration
    Statement on Form S-3

    Filed
    June 9, 2021

    File
    No. 333-256934

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Sigma Labs, Inc., a Nevada corporation, respectfully requests
that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:00
p.m., Eastern Time, on Thursday, June 17, 2021, or as soon thereafter as is practicable.

    Very truly yours,

    SIGMA LABS, INC.

    By:
    /s/
    Mark K. Ruport

    Mark
    K. Ruport

    Chief
    Executive Officer

United States securities and exchange commission logo
June 14, 2021
Mark K. Ruport
Chief Executive Officer
Sigma Labs, Inc.
3900 Paseo del Sol
Santa Fe, New Mexico 87507
Re:Sigma Labs, Inc.
Registration Statement on Form S-3
Filed June 9, 2021
File No. 333-256934
Dear Mr. Ruport:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eiko Yaoita Pyles at 202-551-3587 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

SIGMA
LABS, INC.

3900
Paseo del Sol

Santa
Fe, New Mexico 87507

July
15, 2020

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    Sigma
    Labs, Inc.

    Registration
    Statement on Form S-3

    Filed July 9, 2020

    File No. 333-239774

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Sigma Labs, Inc., a Nevada corporation, respectfully requests
that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at
4:00 p.m., Eastern Time, on Friday, July 17, 2020, or as soon thereafter as is practicable.

    Very truly yours,

    SIGMA LABS, INC.

    By:
    /s/ Mark K. Ruport

    Mark K. Ruport

    Chief Executive Officer

United States securities and exchange commission logo
July 14, 2020
Mark K. Ruport
Chief Executive Officer
Sigma Labs, Inc.
3900 Paseo del Sol
Santa Fe, New Mexico 87507
Re:Sigma Labs, Inc.
Registration Statement on Form S-3
Filed July 9, 2020
File No. 333-239774
Dear Mr. Ruport:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Darren Freedman

CORRESP
1
filename1.htm

SIGMA
LABS, INC.

3900
Paseo del Sol

Santa
Fe, New Mexico 87507

February
11, 2020

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Sigma
                                         Labs, Inc.

Registration
Statement on Form S-3

Filed
February 11, 2020

File
No. 333- 236231

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Sigma Labs, Inc., a Nevada corporation, hereby requests
the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4:00
p.m., Eastern Time, on Thursday, February 13, 2020, or as soon thereafter as is practicable. Please call our counsel, Darren Freedman,
at 310-789-1207 to provide notice of effectiveness.

    Very truly yours,

    SIGMA
    LABS, INC.

    By:
    /s/ John Rice

    John Rice

    Chief Executive Officer

February 10, 2020
John Rice
Chief Executive Officer
SIGMA LABS, INC.
3900 Paseo del Sol
Santa Fe, New Mexico 87507
Re:SIGMA LABS, INC.
Registration Statement on Form S-3
Filed February 3, 2020
File No. 333-236231
Dear Mr. Rice:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Purnell at 202-551-3454 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

June 24, 2019
John Rice
Chief Executive Officer
Sigma Labs, Inc.
3900 Paseo del Sol
Santa Fe, New Mexico 87507
Re:Sigma Labs, Inc.
Form 10-K for Fiscal Year Ended December 31, 2018
Filed April 1, 2019
Form 10-Q for Fiscal Quarter Ended March 31, 2019
Filed May 15, 2019
File No. 001-38015
Dear Mr. Rice:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Darren Freedman

CORRESP
1
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    TroyGould
                                         pc

        1801
        Century Park East, 16th Floor

        Los
        Angeles, California 90067-2367

        Tel
        (310) 553-4441 | Fax (310) 201-4746

        www.troygould.com

    Darren
    Freedman ● (310) 789-1207 ● dfreedman@troygould.com
    File
    No. 03072-0001

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing and Construction

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Sigma
                                         Labs, Inc.

        Form
        10-Q for Fiscal Quarter Ended March 31, 2019

        Response
        Dated June 4, 2019

        File
        No. 001-38015

Ladies
and Gentlemen:

By
letter dated June 12, 2019, the staff (the “Staff”) of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Commission”) provided Sigma Labs, Inc. (the “Company”) with
an additional comment after reviewing the Company’s June 4, 2019 response to the Staff’s comment letter.

This
letter sets forth the Company’s response to the Staff’s comment. The numbered response and the heading set forth below
correspond to the numbered comment and heading in the Staff’s letter dated June 12, 2019.

Form
10-Q for the quarterly period ended March 31, 2019

Note
4 - Stockholders’ Equity

Deferred
Compensation, page 9

    1.
    We
    note your response to comment 3 in our letter dated May 23, 2019. Please tell us the specific reference within ASC 718 that
    supports the recognition of the $225,000 prepaid asset for the non-vested shares of common stock granted to the non-employee
    directors. It appears that the non-employee directors meet the definition of employees per ASC 718-20.

COMPANY’S
RESPONSE:

Based
on further research, the Company has determined that the accounting treatment previously applied to the subject grant of shares
of common stock to the Company’s non-employee directors was incorrect. As the error had a $0 impact on both the cash balance
and the net loss reported in the Company’s Form 10-Q, the Company has determined that it is not material to users of the
Company’s financial statements. Accordingly, the Company will correct such accounting treatment immediately and the result
of such correction will be reflected on the Balance Sheet included in the Company’s Form 10-Q for the quarterly period ended
June 30, 2019.

Securities and Exchange Commission

June 19, 2019

Page 2

Please
advise the undersigned if you desire to receive any additional information in connection with your letter dated June 12, 2019.

    Very
    truly yours,

    TROYGOULD
    PC

    /s/
    Darren Freedman

    Darren
    Freedman

June 12, 2019
John Rice
Chief Executive Officer
Sigma Labs, Inc.
3900 Paseo del Sol
Santa Fe, New Mexico 87507
Re:Sigma Labs, Inc.
Form 10-K for Fiscal Year Ended December 31, 2018
Response Dated June 4, 2019
Form 10-Q for Fiscal Quarter Ended March 31, 2019
Response Dated June 4, 2019
File No. 001-38015
Dear Mr. Rice:
            We have reviewed your June 4, 2019 response to our comment letter and have the
following comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q for the quarterly period ended March 31, 2019
NOTE 4 - Stockholders' Equity
Deferred Compensation, page 9
1.We note your response to comment 3 in our letter dated May 23, 2019. Please tell us the
specific reference within ASC 718 that supports the recognition of the $225,000 prepaid
asset for the nonvested shares of common stock granted to the non-employee directors. It
appears that the non-employee directors meet the definition of employees per ASC 718-
10-20.

 FirstName LastNameJohn Rice
 Comapany NameSigma Labs, Inc.
 June 12, 2019 Page 2
 FirstName LastName
John Rice
Sigma Labs, Inc.
June 12, 2019
Page 2
            You may contact Jenn Do, Staff Accountant, at (202) 551-3743 or Tracey Houser, Staff
Accountant, at (202) 551-3736 if you have questions regarding comments on the financial
statements and related matters.  Please contact Sergio Chinos, Staff Attorney, at (202) 551-
7844 or Frank Pigott, Staff Attorney, at (202) 551-3570 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Darren Freedman

CORRESP
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    TroyGould
                                         pc

        1801
        Century Park East, 16th Floor

        Los
        Angeles, California 90067-2367

        Tel
        (310) 553-4441 | Fax (310) 201-4746

        www.troygould.com

                                                   Darren
                                         Freedman ● (310) 789-1207 ● dfreedman@troygould.com

    File
    No. 03072-0001

    June
    4, 2019

VIA
 EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office of Manufacturing and Construction

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Sigma
                                         Labs, Inc.

        Form
        10-K for Fiscal Year Ended December 31, 2018

        Filed
        April 1, 2019

        Form
        10-Q for Fiscal Quarter Ended March 31, 2019

        Filed
        May 15, 2019

        File
        No. 001-38015

Ladies
and Gentlemen:

By
letter dated May 23, 2019, the staff (the “Staff”) of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Commission”) provided Sigma Labs, Inc. (the “Company”) with
comments on the Company’s above-referenced Form 10-K and Form 10-Q.

This
letter sets forth responses of the Company to the Staff’s comments. The numbered responses and the headings set forth below
correspond to the numbered comments and headings in the Staff’s letter dated May 23, 2019.

                                                                       Securities
                                         and Exchange Commission

        June
        4, 2019

        Page
        2

Form
10-K for Fiscal Year Ended December 31, 2018

Intellectual
Property, page 14

    1.
    Please
    disclose the duration of the patents in your intellectual property portfolio. Please see Item 101(h)(4)(vii) of Regulation
    S-K.

COMPANY’S
RESPONSE:

The
duration of the patents in the Company’s intellectual property portfolio is as follows:

    Title
    Type
    Patent
    No.
    Expiration

 Date

    Duration

 in
                                         Years

 at
                                         5/31/2019

    Controlled
    Weld Pool Volume Control of Welding Processes
    US
    Utility
    8,354,608
    3/16/2031
    11.80

    Structurally
    Sound Reactive Materials
    US
    Utility
    8,372,224
    10/15/2030
    11.38

    Composite
    Projectile
    US
    Utility
    8,359,979
    3/21/2027
    7.81

    Methods
    and Systems for Monitoring Additive Manufacturing Processes
    US
    Utility
    9,999,924
    5/11/2036
    16.96

    Systems
    and Methods for Additive Manufacturing Operations
    US
    Utility
    10,207,489
    6/20/2037
    18.07

    Material
    Qualification System and Methodology
    US
    Utility
    10,226,817
    4/26/2037
    17.92

The
Company will disclose the duration of the patents in the Company’s intellectual property portfolio in its Annual Report
on Form 10-K for the fiscal year ended December 31, 2019.

Item
5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, page 25

    2.
    Please
    expand your disclosure of market information to include the range of high and low bid information of your registered common
    stock for each full quarterly period over the last two fiscal years. Please see Item 201(a)(iii) of Regulation S-K.

COMPANY’S
RESPONSE:

Since
February 15, 2017, the Company’s common stock has been listed and traded on a daily basis on The NASDAQ Capital Market under
the symbol “SGLB.” Pursuant to the Commission’s Release No. 33-10532 (August 17, 2018), Item 201(a) of Regulation
S-K was amended to eliminate the detailed disclosure requirement of historical high and low bid prices for an issuer whose common
stock is traded on an established public trading market. Therefore, we respectfully do not believe that the Company is required
to include this information.

                                                                       Securities
                                         and Exchange Commission

        June
        4, 2019

        Page
        3

Form
10-Q for Fiscal Quarter Ended March 31, 2019

Note
4 - Stockholders’ Equity

Deferred Compensation, page 9

    3.
    Please
    provide us with a better understanding of the nature, terms, and recipients of the shares of common stock issued with restrictions
    that generated $78,000 in compensation expense for the first quarter of fiscal year 2019 and a prepaid asset of $225,000 as
    of March 31, 2019. In addition, please provide us with your analysis of your accounting for these transactions, including
    the specific reference to the authoritative literature.

COMPANY’S
RESPONSE:

On
January 1, 2019, the Company issued 50,000 shares of common stock subject to restrictions, pursuant to the Company’s 2013
Equity Incentive Plan (the “2013 Plan”), to each of the Company’s four non-employee directors, valued at the
closing price of the Company’s common stock on December 31, 2018, which was $1.50 per share, or $300,000 in total. Such
shares are to vest ratably over four quarterly installments, subject in each case to the applicable director’s continuing
service as a director. During the three months ended March 31, 2019, the fair value of the shares that vested, $75,000, was expensed
as compensation and recorded as a reduction of prepaid board of directors compensation.

On
March 7, 2019, the Company issued 1,500 shares of common stock, pursuant to the 2013 Plan, to the Company’s Vice President
of Business Development, valued at the closing price of the Company’s common stock on the date of issuance of $2.00 per
share, or $3,000 in total, in connection with his achievement of performance milestones under Amendment No. 2, dated February
21, 2018, to his employment offer letter agreement, effective August 10, 2015. Such shares vested and were expensed immediately.

The
200,000 shares of common stock issued to directors were accounted for as follows:

    Upon
    Grant and Issuance – 01/01/2019:

    Prepaid
    Board of Directors Compensation
    $ 300,000

    Common
    Stock
    $ (200 )

    Additional
    Paid-in-Capital
    $ (299,800 )

    Each
    of January, February and March:

    Stock-Based
    Compensation
    $ 25,000

    Prepaid
    Board of Directors Compensation
    $ (25,000 )

                                                                       Securities
                                         and Exchange Commission

        June
        4, 2019

        Page
        4

The
1,500 shares of common stock issued to the Company’s Vice President of Business Development were accounted for as follows:

    Upon
    Grant and Issuance – 03/07/2019:

    Compensation
    Expense
    $ 3,000

    Common
    Stock
    $ (1.50 )

    Additional
    Paid-in-Capital
    $ (2,998.50 )

The
transactions were accounted for in accordance with ASC 718 Compensation – Stock Compensation, using the fair-value based
method to measure compensation cost and recognizing that cost over the service period, which is the same as the vesting period
in this case.

The Company will include
additional information in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 regarding the
nature, terms, and recipients of the shares of common stock issued with restrictions that generated $78,000 in compensation expense
for the first quarter of fiscal year 2019 and a prepaid asset of $225,000 as of March 31, 2019, in an effort to provide a better
understanding consistent with the Staff’s comment.

Please
advise the undersigned if you desire to receive any additional information in connection with your letter dated May 23, 2019.

    Very
    truly yours,

    TROYGOULD
    PC

    /s/
    Darren Freedman

    Darren
    Freedman

May 23, 2019
John Rice
Chief Executive Officer
Sigma Labs, Inc.
3900 Paseo del Sol
Santa Fe, New Mexico 87507
Re:Sigma Labs, Inc.
Form 10-K for Fiscal Year Ended December 31, 2018
Filed April 1, 2019
Form 10-Q for Fiscal Quarter Ended March 31, 2019
Filed May 15, 2019
File No. 001-38015
Dear Mr. Rice:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2018
Intellectual Property, page 14
1.Please disclose the duration of the patents in your intellectual property portfolio.  Please
see Item 101(h)(4)(vii) of Regulation S-K.
Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities, page 25
2.Please expand your disclosure of market information to include the range of high and low
bid information of your registered common stock for each full quarterly period over the
last two fiscal years.  Please see Item 201(a)(iii) of Regulation S-K.

 FirstName LastNameJohn Rice
 Comapany NameSigma Labs, Inc.
 May 23, 2019 Page 2
 FirstName LastName
John Rice
Sigma Labs, Inc.
May 23, 2019
Page 2
Form 10-Q for Fiscal Quarter Ended March 31, 2019
Note 4 - Stockholders' Equity
Deferred Compensation, page 9
3.Please provide us with a better understanding of the nature, terms, and recipients of the
shares of common stock issued with restrictions that generated $78,000 in compensation
expense for the first quarter of fiscal year 2019 and a prepaid asset of $225,000 as of
March 31, 2019.  In addition, please provide us with your analysis of your accounting
for these transactions, including the specific reference to the authoritative literature.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jenn Do, Staff Accountant, at (202) 551-3743 or Tracey Houser, Staff
Accountant, at (202) 551-3736 if you have questions regarding comments on the financial
statements and related matters.  Please contact Sergio Chinos, Staff Attorney, at (202) 551-
7844 or Frank Pigott, Staff Attorney, at (202) 551-3570 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Darren Freedman

CORRESP
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SIGMA
LABS, INC.

3900
Paseo del Sol

Santa
Fe, New Mexico 87507

May
22, 2018

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-6010

    Re:
    Sigma
    Labs, Inc.

    Registration
    Statement on Form S-1 (Reg. No. 333-224621)

Ladies
and Gentlemen:

On
behalf of Sigma Labs, Inc., the undersigned respectfully requests that the Securities and Exchange Commission issue an order declaring
the above-referenced Registration Statement effective at 2:00 P.M., Washington, D.C. time, on Thursday, May 24, 2018, or as soon
thereafter as is practicable.

    Very
    truly yours,

    /s/
    John Rice

    John Rice, Interim
    Chief Executive Officer

CORRESP
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Acceleration Request

SIGMA LABS, INC.

3900 Paseo del Sol

Santa Fe, New Mexico 87507

May 17, 2017

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-6010

Re:

Sigma Labs, Inc.

Registration Statement on Form S-1 (Reg. No. 333-218021)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the Securities and Exchange Commission issue an order declaring the above-referenced Registration Statement effective at 2:00 P.M., Washington, D.C. time, on Thursday, May 18, 2017, or as soon thereafter as is practicable.

Very truly yours,

/s/ Mark J. Cola

Mark J. Cola

President and Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631
       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631

       May 16 , 2017

Via E-Mail
Mr. Mark J. Cola
President and Chief Executive Officer
Sigma Labs, Inc.
3900 Paseo del Sol
Santa Fe, NM 87507

 Re: Sigma Labs, Inc.
  Registration Statement on Form S -1
  Filed May 15 , 2017
  File No. 333 -218021

Dear Mr. Cola :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for  acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action, or absen ce of action by the staff.

 You may contact  Edward M. Kelly, Senior  Counsel,  at (202) 551 -3728  with any
questions .

       Very truly yours,

       /s/ Pamela A. Long

       Pamela A. Long
       Assistant Director
       Office of Manufacturing and Construction

Mr. Mark J. Cola
Sigma Labs, Inc.
May 16 , 2017
Page 2

cc: Via E-Mail
 William D. Gould, Esq.
 Darren T. Freedman, Esq.
 TroyGould PC
 1801 Century Park East, 16th Floor
 Los Angeles, CA 90067

CORRESP
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Acceleration Request

SIGMA LABS, INC.

3900 Paseo del Sol

Santa Fe, New Mexico 87507

February 14, 2017

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-6010

Re:

Sigma Labs, Inc.

Registration Statement on Form S-1 (Reg. No. 333-212735)

Ladies and Gentlemen:

On behalf of Sigma Labs, Inc., the undersigned hereby requests that the Securities and Exchange Commission (“Commission”) issue an order declaring the above-referenced Registration Statement effective at 4:15 P.M., Washington, D.C. time, on Tuesday, February 14, 2017, or as soon thereafter as is practicable.

Very truly yours,

/s/ Mark J. Cola

Mark J. Cola

President and Chief Executive Officer

Mail Stop 4631

August 0 4, 2016

Mark J. Cola
President and Chief Executive Officer
Sigma Labs, Inc.
3900 Paseo del Sol
Santa Fe, New Mexico 87507

Re: Sigma Labs, Inc.
  Registration Statement on Form S-1
Filed  July 28, 2016
  File No.  333-212735

Dear Mr. Cola :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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.

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 Commission from taking any action wit h 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 th e 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.

Mark J. Cola
Sigma Labs, Inc.
August 0 4, 2016
Page 2

 Please refer to Rules 460 and 4 61 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 th e Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Chris Ronne, Staff Attorney, at (202) 551 -6156 or me at (202) 551 -3397
with any questions.

Sincerely,

 /s/ Craig Slivka, for

 Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

Cc:  William D. Gould, Esq.
 Darren T. Freedman, Esq.
 Cavas S. Pavri, Esq.
 David H. Weinstein

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December 18, 2014

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-6010

 Re: Sigma Labs, Inc.; Registration Statement on Form S-3 (Reg. No. 333-198893)

Ladies and Gentlemen:

On behalf of Sigma Labs, Inc. (“Sigma”),
the undersigned hereby requests that the Securities and Exchange Commission issue an order declaring the above-referenced Registration
Statement effective at 4:00 P.M., Washington, D.C. time, on Friday, December 19, 2014, or as soon thereafter as is practicable.

In making its request, Sigma acknowledges
that:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, that
act will 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 Registration Statement
effective does not relieve Sigma from its full responsibility for the adequacy and accuracy of the disclosures in the Registration
Statement; and

 · Sigma may not assert staff comments or 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.

Securities and Exchange Commission

December 18, 2014

Page 2

Sigma also understands that this request
for acceleration will be considered a confirmation of its awareness of its obligations under the Securities Act of 1933 and the
Securities Exchange Act of 1934 with respect to the offering of securities pursuant to the Registration Statement.

    Very truly yours,

    /s/ Mark J. Cola

    Mark J. Cola

    President and Chief Executive Officer

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     October 24, 2014

VIA EDGAR AND FEDERAL EXPRESS

Tom
Kluck

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Sigma Labs, Inc. Registration Statement on Form
S-3

Filed September 23, 2014

File No.
333-198893

Dear Mr. Kluck:

By letter dated October 21, 2014, the staff
(the “Staff”) of the Securities and Exchange Commission provided Sigma Labs, Inc. (the “Company”),
with a comment letter regarding the Company’s Registration Statement on Form S-3 filed on September 23, 2014 (the "Registration
Statement"). This letter contains the Company’s response to the Staff’s comment.

General

We note that you are conducting a primary
offering on a Form S-3. It does not appear that you are eligible to conduct this offering on a Form S-3 registration statement.
Transaction Requirement Instruction I.B.1 may be used to establish a registrant’s eligibility if the aggregate market value
of the voting and non-voting common equity held by the registrant’s non-affiliates is $75 million or more. Based on our review
of your latest Form 10-K, it does not appear that you meet this requirement. Instruction I.B.6(a) requires that the aggregate market
value of securities sold by or on behalf of the registrant pursuant to this instruction is no more than one-third of the aggregate
market value of the voting and non-voting common equity held by non-affiliates of the registrant. It does not appear that you meet
this requirement either. Please explain to us why you are eligible to use the Form S-3, providing calculations where applicable.
Alternatively, please amend your registration statement on an appropriate form.

    Tom Kluck

October 24, 2014

Page 2

Company Response

General Instruction I.B.1 to Form S-3 provides
that Form S-3 may be used by a registrant to register a primary offering if the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant is $75 million or more. The instruction to General Instruction I.B.1 to
Form S-3 provides that the aggregate market value of the registrant’s outstanding voting and non-voting common equity shall
be computed by use of the price at which the common equity was last sold, or the average of the bid and asked prices of such common
equity, in the principal market for such common equity as of a date within 60 days prior to the date of the filing.

As an initial matter, the only class of
common equity of the Company is its shares of common stock, par value $0.001 per share (the “Common Stock”).
The Registration Statement was filed on September 23, 2014. As of August 27, 2014, which is a date within 60 days prior to the
filing of the Registration Statement, the Company had 618,241,061 shares of Common Stock outstanding. Of these shares, 39,628,500
shares were held by “affiliates” of the Company, as that term is defined by Rule 405 promulgated under the Securities
Act of 1933, as amended. Accordingly, as of August 27, 2014, the Company had 578,612,561 shares of Common Stock outstanding that
were held by persons other than affiliates of the Company.

Based on the average of the bid and asked
prices of the Company's Common Stock on the OTCQB on July 25, 2014, which is a date within 60 days prior to the filing of the Registration Statement, of $0.13075 per share, the aggregate market value of
the voting and non-voting common equity held by non-affiliates of the Company was approximately $75,653,592. Accordingly, the Company
is eligible to use Form S-3 to register a primary offering.

Should you have any questions regarding
the foregoing, please feel free to contact me at (310) 789-1207.

    Very truly yours,

    /s/ Darren T. Freedman

    Darren T. Freedman

 Cc: Mark J. Cola

William D. Gould

October 21, 2014

Via E -mail
Mark J. Cola
President and Chief Executive Officer
Sigma Labs, Inc.
100 Cienega Street, Suite C
Sante Fe, New Mexico 87501

Re: Sigma Labs, Inc.
 Registration Statement on Form S-3
Filed  September 23, 2014
  File No.  333-198893

Dear Mr. Cola:

We have limited our review of your registration statement to those issues we have
addressed in our 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.   Where you do not believe our comments apply to your facts and
circumst ances 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.

General

1. We note that you are conducting a primary offering on a Form S -3. It does not appear that
you are eligible to conduct this offering on a Form S -3 registration statement. Transaction
Requirement Instruction I.B.1 may be used to establish a regist rant’s eligibility if the
aggregate market value of the voting and non -voting common equity held by the
registrant’s non -affiliates is $75 million or more. Based on our review of your latest Form
10-K, it does not appear that you meet this requirement. Ins truction I.B.6(a) requires that
the aggregate market value of securities sold by or on behalf of the registrant pursuant to
this instruction is no more than one -third of the aggregate market value of the voting and
non-voting common equity held by non -affiliates of the registrant. It does not appear that
you meet this requirement either. Please explain to us why you are eligible to use the
Form S -3, providing calculations where applicable. Alternatively, please amend your
registration statement on an approp riate form.

Mark J. Cola
Sigma Labs, Inc.
October 21, 2014
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 th e 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 registration 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 foreclos e 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 ad equacy 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 Unit ed 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 review any amendment prior to the requested effective date of the
registration statement.

Please contact Jerard Gibson, Attorney -Advisor, at (202) 551-3473 or me at (202) 551 -
3233 with any other questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
 Branc h Chief

cc: William D. Gould
Darren T. Freedman
TroyGould PC

January 26, 2011

 Mark Cola  President Framewaves, Inc. 41B Bisbee Court, Unit B4 Santa Fe, New Mexico 87508
Re:  Framewaves, Inc.
Amendment No. 2 to Current Report on Form 8-K Filed December 20, 2010 Amendment No.1 to Current Report on Form 8-K Filed November 5, 2010 File No. 033-02783-S

Dear Mr. Cola:
We have completed our review of your fili ngs and do not have any further comments at
this time.

               Sincerely,

 /s/ Larry Spirgel
 Larry Spirgel
 Assistant Director

 Fax:   Mark Cola  (505) 424-3174

CORRESP
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filename1.htm

    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

CORRESP
1
filename1.htm

    Unassociated Document

    January
12, 2011

    VIA
EDGAR

    Securities
and Exchange Commission

    Mail Stop
3561

    100 F
Street NE

    Washington,
D.C. 20549-7010

    Attention:  H.
Christopher Owings, 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 “Letter”), the staff
(the “Staff”)
of the Securities and Exchange Commission (“SEC”) provided Sigma
Labs, Inc. (f/k/a Framewaves, Inc., the “Company”) with
comments to Amendment No. 2 to the Company’s Current Report on Form 8-K filed
with the SEC on December 20, 2010  (“Form
8-K”).  The Letter indicated that the Company had 10 business
days within which to respond to the comments raised in the letter, or advise the
Staff of when it intended to provide a response.

    The
Company is writing to advise the Staff that it intends to file an amendment to
the Form 8-K and submit a response to the issues raised in the Letter no later
than January 18, 2011.

                Sincerely,

                /s/ Mark Cola

                Mark
      Cola

                President
      – Sigma Labs, Inc.

December 29, 2010

 Mark Cola  President Framewaves, Inc. 41B Bisbee Court, Unit B4 Santa Fe, New Mexico 87508
Re:  Framewaves, Inc.
Amendment No. 2 to Current Report on Form 8-K Filed December 20, 2010 Amendment No.1 to Current Report on Form 8-K Filed November 5, 2010 File No. 033-02783-S

Dear Mr. Cola:
We have reviewed your filings 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 within ten business days by amending your filing, by
providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments a pply 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 filing and the information you provide in
response to these comments, we may have additional comments.  Management’s Discussion and Analysis  or Plan of Operations, page 17

1. We note your response to comment four of our comment letter dated November 22, 2010.
We also note that on page 2 you state that  you have a number of ongoing contracts with
both the military and private industry.  Pleas e provide disclosure regarding the material
terms of your ongoing contracts, including reve nues you hope to generate in the future
based on these contracts.  With respect to future revenues based on existing contracts,
provide information about the expected timing of such revenues and any uncertainties surrounding your ability to generate these revenues.

Mark Cola
Framewaves, Inc.
December 29, 2010 Page 2

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. We note the status of your re search regarding Staff commen t and we reiterate comments
9, 10 and 11 of our letter dated November 22, 2010.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 Please contact Brandon Hill, attorney-advi sor, at (202) 551-3268, John Harrington,
attorney-advisor, at (202) 551-3458 or me at (202) 551-3810 with any other questions.

               Sincerely,

  Larry Spirgel
 Assistant Director
  Fax:   Mark Cola  (505) 424-3174

CORRESP
1
filename1.htm

    Unassociated Document

    December
3, 2010

    VIA
EDGAR

    Securities
and Exchange Commission

    Mail Stop
3561

    100 F
Street NE

    Washington,
D.C. 20549-7010

              Attention:

              H.
      Christopher Owings, Assistant
Director

              Re:

              Framewaves,
      Inc.

    Amendment
No. 1 to Current Report on Form 8-K

    Filed
November 12,2010

    File No.
033-02783-S

    Dear Mr.
Owings:

    By letter
dated November 22, 2010 (the “Letter”), the staff (the “Staff”) of the
Securities and Exchange Commission (“SEC) provided Sigma Labs, Inc. (f/k/a
Framewaves, Inc., the “Company”) with comments to Amendment No. 1 to the
Company’s Current Report on Form 8-K filed with the SEC on November 12,
2010  (“Form 8-K”).  The Letter indicated that the Company
had 10 business days within which to respond to the comments raised in the
letter, or advise the Staff of when it intended to provide a
response.

    Following
a conversation today with SEC attorney-adviser John Harrington, the Company is
writing to advise the Staff that it intends to file an amendment to the Form 8-K
and submit a response to the issues raised in the Letter no later than December
14, 2010.

                Sincerely,

                /s/ Mark Cola

                Mark
      Cola

                President
      – Sigma Labs, Inc.

November 22, 2010

 Mark Cola  President Framewaves, Inc. 41B Bisbee Court, Unit B4 Santa Fe, New Mexico 87508
Re:  Framewaves, Inc.
Amendment No. 1 to Current Report on Form 8-K Filed November 12, 2010 File No. 033-02783-S

Dear Mr. Cola:
We have reviewed your amendment and comm ent response letter 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 within ten business days by amending your filing, by
providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments a pply 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 filing and the information you provide in
response to these comments, we may have additional comments.

Item 2.01  Completion of Acquisition of Assets, page 3

Business, page 4

1. We note your response to comment five of our  letter dated October 14, 2010.  However,
your revised disclosure does not appear to address the potential affect of governmental
regulations on your operations.  In light of your current contracts with US Air Force
Material Research Laboratory and your assertion that ARMSTM technology is designed for
weapon’s application, we believe that a disc ussion of the application of government
regulations, particularly government contracti ng requirements, is appropriate.  If you do
not believe that government regulations are ma terial to your operations, please tell us
why in your response.

Mark Cola
Framewaves, Inc.
November 22, 2010
Page 2

Intellectual Property, page 8

2. We note that your utility applic ation 00139-50022, filed May 14, 2010, entitled,
“Controlled Weld Pool Volume  Control of Welding Processe s”, appears to cover both
your IPAQ technology and your Electronic Beam Direct Manufacturing control system.  Please provide additional disclosure e xplaining the differences between these
technologies.  This disclosure should also explain how this single patent covers both types of technology.  To the extent one tec hnology is an additiona l application of the
other, please clarify your disclosure.

3. We note your response to comment ten in our  letter dated October 14, 2010.  However,
we cannot locate where you have disclosed the term of your current patents.  Please direct
us to this disclosure or provide it in your amended Current Report on Form 8-K.
 Management’s Discussion and Analysis  or Plan of Operations, page 22

Results of Operations, page 24

4. Please further revise your Results of Operati ons disclosure to clea rly distinguish between
revenues recognized in the period presente d, revenues recognized after June 30, 2010,
and revenues you hope to generate in the future  based on existing contracts.  With respect
to future revenues based on existing contract s, provide information about the expected
timing of such revenues and a ny uncertainties surrounding your ability to generate these
revenues.  Disclose whether you will need to raise additional funds to finance the cost of
performing existing contracts.
5. Please clarify, if true, that you will not receive any additional revenues from the closed $749,728 US Air Force contract other than th e $18,414 already receiv ed and disclosed.

6. We note your response to comment 19 of our le tter dated October 14, 2010.  Please revise
to quantify the amount spent on each material item included in your general and administrative expenses for the period ended June 30, 2010.
 Certain Relationships and Re lated Transactions, page 34

7. We note your responses to comment 25 of our letter dated October 14, 2010.  Pursuant to
Item 404, with respect to each related party tr ansaction, you are required to disclose “the
basis on which the person is a related party.”  Please revise your disclosure to clarify,
with respect to the transactions on Februa ry 11, 2010 and February 23, 2010, the name of
the related person and the basis on which th e person is a related party.  Please see
Instruction 1 to Item 404(a) for a definition of “related person.”

Mark Cola
Framewaves, Inc.
November 22, 2010
Page 3

Recent Sales of Unregistered Securities, page 37

8. We note your response to comment 26 of our le tter dated October 14, 2010.  Pursuant to
Item 701(b), please provide names the persons or  class of persons to  whom the securities
were sold.

Exhibit 99.1
Audited Financial Statements for February 28, 2010
6. Subsequent Events
Asset Purchase Agreement, page 9
9. It is unclear to us how the text on pages 8 and 9 of Exhib it 99.1 addresses our concerns
communicated in comment 28 of our letter da ted October 14, 2010.  Please disclose and
explain to us how you accounted for the purchas e agreement with TMC for certain assets
of Beyond 6 Sigma, a division of TMC Corpora tion (“TMC”).   Describe the assets and
operations of Beyond 6 Sigma prior to the ac quisition.  Describe which portions of
Beyond 6 Sigma you acquired and what was retained by TMC. Describe for us your
consideration of whether the operations of Beyond 6 Sigma constituted a business; and whether historical and pro forma financia l statements for Beyond 6 Sigma are required
pursuant to Rules 8.04 and 8.05 of Regulation S-X.
10. We reiterate comment 29.  Tell us if you cons ider Beyond 6 Sigma to be the predecessor
company of B6 Sigma, Inc.  If not, pleas e explain why and iden tify and quantify the
assets and operations of the Beyond 6 Si gma division that were not acquired.
11. Similarly we reiterate comment 30.  We note you disclose that Beyond 6 Sigma was
formerly a division of TMC.  Explain to us, in  quantified detail, the nature and extent of
TMC’s operations, assets and liab ilities that were not  acquired as part of the purchase of
Beyond 6 Sigma.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

Mark Cola
Framewaves, Inc.
November 22, 2010 Page 4

You may contact Joseph Kempf, accountant, at (202) 551-3352 or Robert Littlepage,
accountant branch chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters.  Please contact Brandon Hill, attorney-advisor, at (202) 551-3268, John Harrington, attorney-a dvisor, at (202) 551-3576 or me at (202) 551-3810 with
any other questions.
               Sincerely,
  /s/ Larry Spirgel
 Larry Spirgel
 Assistant Director

October 14, 2010

 Mark Cola President Framewaves, Inc. 41B Bisbee Court, Unit B4 Santa Fe, New Mexico 87508
Re:  Framewaves, Inc.
Current Report on Form 8-K Filed September 17, 2010 File No. 033-02783-S

Dear Mr. Cola:
We have reviewed your filings 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 within ten business days by amending your filing, by
providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments a pply 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 filing and the information you provide in
response to these comments, we may have additional comments.

General

1. Throughout your disclosure, plea se differentiate between those aspects of your business
or product(s) that are operati onal and those aspects that are aspirational in nature.  For
example, to the extent that certain of your products are not yet functional and require
additional research and devel opment, you should address the current status of the product
and time, costs and risks involved with beco ming operational.  You should also clarify
throughout that your company is in the de velopment stage and that the described
operations are either currently happening or  are possible in the near future.

Mark Cola
Framewaves, Inc.
October 14, 2010
Page 2

Item 1.01 Entry into a Material Definitive Agreement, page 2
2. We note your disclosure that, in connection with the share exchange transaction, B6
Sigma acquired 738,000 shares of Framewaves  common stock from three Framewaves
shareholders for the sum of $195,000.  Thes e shares represented a majority of
Framewaves’ outstanding common stock prior to  the share exchange transaction.  Please
disclose the names of and number of shares acquired from each shareholder.  In addition,
please disclose any material relationship between these shareholders, you, any of your
affiliates, B6 Sigma or any affiliates of B6  Sigma.  Refer to Item 5.01 of Form 8-K.
 Item 2.01 Completion of Acquisition of Assets, page 3

3. Pursuant to Item 2.01(c) of Form 8-K, please disclose any material relationship between
John Furlong and Valerie Vekkos, on one hand, and B6 Sigma and its executive officers and shareholders on the other.
Business, page 3

4. Please provide your website address.
5. Please revise your disclosure in this secti on to provide all inform ation required pursuant
to Item 101(h) of Regulation S-K.  For example, please provide information regarding your market and competitors, potential effects of governmental regulations on your business and dependence on one or a few major customers.
6. We note your disclosure on page 5 regarding your intent “to do classified work that
cannot be discussed in this Memorandum but  that offers both significant product and
services revenue potential.”  Pl ease revise to describe the na ture of this work and explain
the basis for your statement that it offers significant revenue potential.

7. We note your example on page 6 that Boei ng and Airbus are moving towards welded
aircraft structures and coul d potentially benefit from using your IPQA hardware.  Please
revise this disclosure to clarify, to the ex tent true, that the co mpany currently does not
have any contractual relations hip or otherwise conduct busin ess with either Boeing or
Airbus.

8. As stated above, please clarif y the status of the technology (i.e. development stage or
operational) described in the “Technical Description of Production Areas” section.  For
development stage products or services, provi de information about the current state of
development.  In addition, please disclose the name of the company you have partnered with to develop your NanoFlow technology and describe the terms of your relationship
with that company.  Explain how this techno logy is expected to fit within your overall
business plan.

Mark Cola
Framewaves, Inc.
October 14, 2010
Page 3

9. We note your statement on page 4 that you believe that B6 Sigma owns all of its
proprietary information and technology.  Pleas e disclose any concer ns or uncertainties
surrounding B6 Sigma’s ownership of its proprietary information and technology.

10. Based on your disclosure, it app ears that intellectual property protection for your assets is
fundamental to your business.  Please provide additional disclosure regarding the steps you have taken to protect your intellectual property, including the term of your current
patent and the status of your  patent applications.  Refe r to Item 101(h)(4)(vii) of
Regulation S-K.
 Risk Factors, page 7

11. Please add a risk factor highlighting your a uditor’s reservations about your ability to
continue as a going concern.

12. In general, please review your risk factor subheadings to insure that each subheading
clearly and concisely identif ies a risk to your business.  For example, you included
several subheadings (e.g. “T iming of Payments” and “Governmental consents and
waivers”) that are generic a nd do not clearly identify what risk these facts pose to your
business.  It should also be clear which risks impact your bus iness as currently conducted
and which risks may impact your business if you expand your operations in the future.  In
addition, ensure that all risk factor disclosu re is appropriately upda ted for this Form 8-K
filing.  For example, we note your refere nces to an Offering on page 7 and your
discussion of a possible reverse merger  with a public shell on page 14.
 Timing of payments, page 11

13. We note your disclosure that “a significant portion of your expenses are fixed.”  Please
provide additional disclosure re garding these fixed expenses.

We have significant competition, page 12
14. We note that you discuss competition in the cons ulting industry as a risk to your business.
Please discuss your consulting operations or plans in the Business section of the Form 8-K.

We depend upon our intellectual property…, page 12

15. Please file the Asset Purchase Agreement with  TMC Corporation as a material agreement
pursuant to Item 601 of Registration S-K.  In the Overview section of the MD&A,
discuss the terms of this agreement and how it led to your current business.  Specifically,
describe the assets acquired, both intellectual property and customer contracts, and how
they are used in your current business.

Mark Cola
Framewaves, Inc.
October 14, 2010
Page 4

Results of Operations, page 19
16. The revenues disclosed in this  section do not app ear consistent with the revenues shown
in your statement of operations for the pe riod ended June 30, 2010.  While you disclose
$37,500 in revenue in your financial statemen ts, here you disclose $30,167 from Pratt &
Whitney, $14,086 from Honeywell, and $18,414 from the US Air Force.  Please revise to
explain.

17. We note that you received contracts from  the US Air Force Materials Research
Laboratory in the amount of $749,682 and ARDEC in the amount of $135,987.  Please provide more information about the material  terms of these cont racts, including the
timing and amount of anticipated revenues a nd any risks and uncertainties surrounding
your ability to generate these revenues.  Pleas e file these contracts as exhibits to your
Current Report on Form 8-K as required pur suant to Item 601 of Regulation S-K or
explain why you believe you are not re quired to file these agreements.

18. We note that in the last sentence on page  19 you state that the $18,414 in revenues you
received from the US Air Force “successfully  completed and closed a contract with a
total funding level of $749,728.”  Please clarif y how much of this  funding you received
pursuant to this agreement.  Also clarify wh ether this is a differe nt contract from the
$749,692 US Air Force contract referenced  in the beginning of this section.
19. Please provide more insight into the nature of your $216,312 in general and
administrative expenses for the period ended June 30, 2010.
 Financial Condition and Liquidity, page 20

20. Please provide a more detailed assessment of your financial c ondition and liquidity
outlook.  For example, disclose how long management expects that the private placement funds will sustain the company and how much additional financing the company will require to meet its current and future cash n eeds.  Also provide more information about
the company’s specific spending commitmen ts and funding requirements.  If you are
unable to obtain additional funds, explain how that you impact your ability to perform
existing contracts, acquire new business, and develop new products and services.

Management and Directors, page 21

21. We note that you do not have a chief financ ial officer.  Please include risk factor
disclosure highlighting this fact and addres sing how it will affect your ability to comply
with your financial repor ting obligations pursuant to  federal securities laws.

22. Please file the consulting agreement with Ms.  Vekkos as an exhibit pursuant to Item 601
of Regulation S-K.

Mark Cola
Framewaves, Inc.
October 14, 2010
Page 5

Certain Relationships and Re lated Transactions, page 29

23. Please file the Stock Purchase Agreement between B6 Sigma and Ms. Walstrand as an exhibit pursuant to Item  601 of Regulation S-K.
24. Provide disclosure required by Item 404(d) of Regulation S-K with respect to the shares
and any other consideration received by Ms. Vekkos in the reorganization.
25. Please explain the basis on which Ms. Walstran d and the Framewaves shareholders that
she represents are related parties.  Also disclose whether or not the individuals who
purchased 388,000 shares are related parties.
 Recent Sales of Unregistered Securities, page 31

26. Please provide the disclosure required by It em 701 of Regulation S-K related to recent
sales of unregistered securities within the pa st three years for both the registrant and B6
Sigma.
 Item 9.01 – Financial Statements and Exhibits, page 32

27. Please file the material agreements with respect to your private placement and debt
conversion as exhibits pursuant  to Regulation S-K Item 601.

Exhibit 99.1
B6 Sigma, Inc.
Audited Financial Statements for February 28, 2010

6. Subsequent Events
 Asset Purchase Agreement, page 9

28. Refer to the penultimate paragraph of page 9, which indicates that the B6 Sigma, Inc.
entered into a purchase agreement with TM C for certain assets of Beyond 6 Signa, a
division of TMC Corporation (“TMC”).  Please disclose and explain to us how you
accounted for this transaction.  Describe the assets and operations of Beyond 6 Sigma
prior to the acquisition.  Describe which portions of Beyond 6 Sigma you acquired and
what was retained by TMC. Describe for us your consideration of whether the operations of Beyond 6 Sigma constituted a business; and whether historical and pro forma financial statements for Beyond 6 Sigma are requi red pursuant to Rules 8.04 and 8.05 of
Regulation S-X.
29. Tell us if you consider Beyond 6 Sigma to be the predecessor company of B6 Sigma, Inc.  If not, please explain why and identify and quantify the assets and operations of the
Beyond 6 Sigma division that were not acquired.

Mark Cola
Framewaves, Inc.
October 14, 2010
Page 6

30. We note you disclose that Beyond 6 Sigma was fo rmerly a division of TMC.  Explain to
us, in quantified detail, the nature and extent  of TMC’s operations, a ssets and liabilities
that were not acquired as part of the purchase of Beyond 6 Sigma.
 Exhibit 99.2

B6 Sigma, Inc.

Note 5 - Organizational Expenditures
31. Costs of start-up activities, incl uding organization costs, should  be expenses as incurred
pursuant to ASC 720.15.25-1.  Please revise or advise us.

Note 6 – Patents
32. Please disclose the period over which you amortize your patents.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

In responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 • the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mark Cola
Framewaves, Inc.
October 14, 2010 Page 7

You may contact Joseph Kempf, accountant, at (202) 551-3352 or Robert Littlepage,
accountant branch chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters.  Please contact Brandon Hill, attorney-advisor, at (202) 551-3268, John Harrington, attorney-a dvisor, at (202) 551-3576 or me at (202) 551-3810 with
any other questions.
               Sincerely,
  /s/ Celeste Murphy for
 Larry Spirgel
 Assistant Director