x
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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¨
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Nevada
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82-0404220
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(State
or other jurisdiction of
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(I.R.S.
Employer)
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incorporation
or organization)
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Identification
No.)
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3900
Paseo del Sol Santa Fe, NM
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87507
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(Address
of principal executive offices)
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(Zip
Code)
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Page
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PART I - FINANCIAL
INFORMATION
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Item
1.
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Financial
Statements
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Consolidated
Balance Sheets (unaudited) as of September 30, 2010 and December 31,
2009
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3
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Consolidated
Statements of Operations (unaudited) for the three and nine-month periods
ended September 30, 2010 and 2009
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4
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Consolidated
Statements of Cash Flows (unaudited) for the nine-month periods ended
September 30, 2010 and 2009
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5
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Notes
to Consolidated Financial Statements (unaudited)
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6
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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12
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risks
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14
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Item
4T.
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Controls
and Procedures
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14
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PART II - OTHER
INFORMATION
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Item
1A. Risk Factors
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15
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Item
6.
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Exhibits
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15
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Signatures
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16
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Exhibit
Index
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17
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September 30, 2010
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December 31, 2009
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|||||||
(Unaudited)
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(Audited)
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|||||||
ASSETS
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||||||||
Current
Assets
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||||||||
Cash
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$ | 557,861 | $ | 48 | ||||
Accounts
Receivable
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22,223 | - | ||||||
Total
Current Assets
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580,084 | 48 | ||||||
Fixed
Assets (Net)
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||||||||
Furniture
and Equipment
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47,445 | - | ||||||
Patents
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25,337 | - | ||||||
Total
Fixed Assets
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72,782 | - | ||||||
TOTAL
ASSETS
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$ | 652,866 | $ | 48 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
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||||||||
Current
Liabilities
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||||||||
Accounts
Payable and Accrued Expenses
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$ | 105,651 | $ | 12,060 | ||||
Note
Payable - Shareholder
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15,000 | |||||||
Total
Current Liabilities
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105,651 | 27,060 | ||||||
Total
Liabilities
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105,651 | 27,060 | ||||||
Stockholders'
Equity (Deficit)
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||||||||
Common
Stock, $0.001 par value;
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||||||||
750,000,000
shares authorized; 313,067,400 and
1,258,994 shares issued and outstanding at 2010 and 2009,
respectively
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313,067 | 1,259 | ||||||
Additional
Paid-In Capital
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539,237 | 49,167 | ||||||
Deficit
accumulated during the development stage
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(305,089 | ) | (77,438 | ) | ||||
Total
Stockholders' Equity (Deficit)
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547,215 | (27,012 | ) | |||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 652,866 | $ | 48 |
Three Months Ended
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Nine Months Ended
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|||||||||||||||
September 30
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September 30
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|||||||||||||||
2010
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2009
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2010
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2009
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REVENUES
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||||||||||||||||
Services
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$ | 243,936 | - | $ | 276,436 | - | ||||||||||
COST
OF SERVICE REVENUE
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116,094 | - | 116,094 | - | ||||||||||||
GROSS
PROFIT
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127,842 | - | 160,342 | - | ||||||||||||
EXPENSES
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||||||||||||||||
General
and Administrative
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185,649 | 2,991 | 453,431 | 7,481 | ||||||||||||
Loss
Before Other Income (Expense)
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(57,807 | ) | (2,991 | ) | (293,089 | ) | (7,481 | ) | ||||||||
Other
Income (Expense)
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||||||||||||||||
Interest
Expense
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(9,000 | ) | (300 | ) | (17,000 | ) | (900 | ) | ||||||||
Sale
of Asset
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- | - | 5,000 | - | ||||||||||||
(9,000 | ) | (300 | ) | (12,000 | ) | (900 | ) | |||||||||
Loss
Before Income Taxes
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(66,807 | ) | (3,291 | ) | (305,089 | ) | (8,381 | ) | ||||||||
Current
Income Tax Expense
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- | - | - | - | ||||||||||||
Deferred
Income Tax Expense
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- | - | - | - | ||||||||||||
NET
LOSS
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$ | (66,807 | ) | $ | (3,291 | ) | $ | (305,089 | ) | $ | (8,381 | ) | ||||
Loss
per Common Share - Basic and Diluted
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$ | 0.000 | $ | (0.003 | ) | $ | (0.002 | ) | $ | (0.007 | ) | |||||
Weighted
Average Number of Common Shares Outstanding - Basic and
Diluted
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211,239,698 | 1,258,994 | 198,252,856 | 1,258,994 |
Nine Months Ended September 30
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2010
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2009
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|||||||
OPERATING
ACTIVITIES
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Net
Income (Loss)
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$ | (305,089 | ) | $ | (8,381 | ) | ||
Adjustments
to Reconcile Net Income (Loss) to
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Net
Cash (Used) by Operations;
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Noncash
Expenses:
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Amortization
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463 | - | ||||||
Depreciation
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8,555 | - | ||||||
Contributions
from Shareholders
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- | 6,800 | ||||||
Change
in assets and liabilities:
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(Increase)
in Accounts Receivable
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(22,223 | ) | - | |||||
Increase
in Accounts Payable and Accrued Expenses
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105,651 | 1,360 | ||||||
NET
CASH (USED) BY OPERATING ACTIVITIES
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(212,643 | ) | (221 | ) | ||||
INVESTING
ACTIVITIES
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Purchase
of Furniture and Equipment
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(56,000 | ) | - | |||||
Purchase
of Patent
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(25,800 | ) | - | |||||
NET
CASH (USED) BY INVESTING ACTIVITIES
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(81,800 | ) | - | |||||
FINANCING
ACTIVITIES
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||||||||
Proceeds
fron sale of Common Stock
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1,047,304 | - | ||||||
Cash
paid in Reorganization
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(195,000 | ) | - | |||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
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852,304 | - | ||||||
NET
CASH INCREASE (DECREASE) FOR PERIOD
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557,861 | (221 | ) | |||||
CASH
AT BEGINNING OF PERIOD
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- | 298 | ||||||
CASH
AT END OF PERIOD
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$ | 557,861 | $ | 77 |
Three
Months Ended
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Nine
Months Ended
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September 30
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September 30_
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2010
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2009
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2010
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2009
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Loss
from continuing operations available to Common
stockholders
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$ | (66,807 | ) | $ | (3,291 | ) | $ | (305,089 | ) | $ | (8,381 | ) | ||||
Weighted
average number of common shares Outstanding used in loss per share during
the Period
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211,239,698
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1,258,994 | 198,252,856 | 1,258,994 |
Furniture
and Fixtures
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$ | 56,000 | ||
Less: Accumulated
Depreciation
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( 8,555 | ) | ||
Net
Property and Equipment
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$ | 47,445 |
Patents
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$ | 25,800 | ||
Less: Accumulated
Amortization
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(463 | ) | ||
Net
Patents
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$ | 25,337 |
31.1
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Certification
pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, executed by Richard Mah,
Chief Executive Officer of Sigma Labs, Inc.
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31.2
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Certification
pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, executed by James Stout,
Principal Accounting Officer of Sigma Labs, Inc.
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32.1
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Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, executed by Richard Mah, Chief Executive
Officer of Sigma Labs, Inc.
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32.2
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Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, executed by James Stout, Principal
Accounting Officer of Sigma Labs,
Inc.
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Date:
November 17,
2010
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SIGMA LABS, INC.
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(Registrant)
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By:
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/s/ Richard Mah
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Richard
Mah
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Chief
Executive Officer
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(Principal
Executive Officer)
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By:
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/s/ James Stout
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James
Stout
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Chief
Financial Officer (Principal
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Financial
Officer and Accounting
Officer)
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Exhibit
Number
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Description
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31.1
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Certification
pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, executed by Richard Mah,
Chief Executive Officer of Sigma Labs, Inc.
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31.2
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Certification
pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, executed by James Stout,
Principal Accounting Officer of Sigma Labs, Inc.
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32.1
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Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, executed by Richard Mah, Chief Executive
Officer of Sigma Labs, Inc.
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|
32.2
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Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, executed by James Stout, Principal
Accounting Officer of Sigma Labs,
Inc.
|