For the quarterly period ended June 30, 2013 |
Sigma Labs, Inc. |
(Exact name of registrant as specified in its charter) |
NEVADA | 82-0404220 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
100 Cienega Street, Suite C |
Santa Fe, NM 87501 |
(Address of principal executive offices) |
(505) 438-2576 |
(Registrant’s telephone number) |
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(Former Name or Former Address, if Changed Since Last Report |
Large accelerated filer | ¨ | Accelerated Filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | x |
PART I | |
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ITEM 1. FINANCIAL STATEMENTS | 3 |
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 14 |
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 19 |
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ITEM 4. CONTROLS AND PROCEDURES | 19 |
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PART II | |
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ITEM 1. LEGAL PROCEEDINGS | 20 |
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ITEM 1A. RISK FACTORS | 20 |
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 20 |
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES | 20 |
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ITEM 4. MINE SAFETY DISCLOSURES | 20 |
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ITEM 5. OTHER INFORMATION | 20 |
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ITEM 6. EXHIBITS | 20 |
| | June 30, 2013 | | December 31, 2012 | | ||
| | (Unaudited) | | (Audited) | | ||
| | | | | | | |
ASSETS | | | | | | | |
Current Assets | | | | | | | |
Cash | | $ | 463,733 | | $ | 150,071 | |
Accounts Receivable, net | | | 153,278 | | | 273,282 | |
Prepaid Assets | | | 17,722 | | | 26,163 | |
Total Current Assets | | | 634,733 | | | 449,516 | |
| | | | | | | |
Other Assets | | | | | | | |
Furniture and Equipment, net | | | 3,409 | | | 10,393 | |
Intangible Assets, net | | | 187,629 | | | 231,803 | |
Total Other Assets | | | 191,038 | | | 242,196 | |
| | | | | | | |
TOTAL ASSETS | | $ | 825,771 | | $ | 691,712 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | |
Current Liabilities | | | | | | | |
Accounts Payable | | $ | 139,192 | | $ | 106,595 | |
Accrued Expenses | | | 31,203 | | | 27,347 | |
Other Current Liabilities | | | 300,000 | | | - | |
Total Current Liabilities | | | 470,395 | | | 133,942 | |
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TOTAL LIABILITIES | | | 470,395 | | | 133,942 | |
| | | | | | | |
Stockholders' Equity | | | | | | | |
Preferred Stock, $0.001 par; 10,000,000 shares authorized; | | | | | | | |
None issued and outstanding | | | - | | | - | |
Common Stock, $0.001 par; 750,000,000 shares authorized; | | | | | | | |
432,667,400 issued and 429,917,400 outstanding at June 30, 2013 and 429,167,400 issued and 425,167,400 outstanding at December 31, 2012 | | | 432,667 | | | 429,167 | |
Additional Paid-In Capital | | | 2,318,744 | | | 2,226,244 | |
Less Deferred Compensation | | | | | | | |
2,750,000 and 4,000,000 common shares, respectively | | | (59,300) | | | (80,000) | |
Retained Earnings (Deficit) | | | (2,336,735) | | | (2,017,641) | |
Total Stockholders' Equity | | | 355,376 | | | 557,770 | |
| | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 825,771 | | $ | 691,712 | |
| | Three Months Ended | | Six Months Ended | | ||||||||
| | June 30, 2013 | | June 30, 2012 | | June 30, 2013 | | June 30, 2012 | | ||||
| | | | | | | | | | | | | |
INCOME | | | | | | | | | | | | | |
Services | | $ | 307,985 | | $ | 107,633 | | $ | 472,249 | | $ | 193,725 | |
Total Revenue | | | 307,985 | | | 107,633 | | | 472,249 | | | 193,725 | |
| | | | | | | | | | | | | |
COST OF SERVICE REVENUE | | | 149,549 | | | 88,745 | | | 236,479 | | | 174,561 | |
| | | | | | | | | | | | | |
GROSS PROFIT | | | 158,436 | | | 18,888 | | | 235,770 | | | 19,164 | |
| | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | |
General & Administration | | | 146,798 | | | 196,155 | | | 282,349 | | | 327,589 | |
Payroll Expense | | | 67,417 | | | 78,009 | | | 155,826 | | | 201,499 | |
Non-cash Stock Compensation | | | 66,700 | | | 125,000 | | | 116,700 | | | 125,000 | |
Total Expenses | | | 280,915 | | | 399,164 | | | 554,875 | | | 654,088 | |
| | | | | | | | | | | | | |
OTHER INCOME (EXPENSE) | | | | | | | | | | | | | |
Interest Income | | | 1 | | | 390 | | | 11 | | | 390 | |
Interest Expense | | | - | | | (25) | | | - | | | (114) | |
Total Other Income (Expense) | | | 1 | | | 365 | | | 11 | | | 276 | |
| | | | | | | | | | | | | |
INCOME (LOSS) BEFORE INCOME TAXES | | | (122,478) | | | (379,911) | | | (319,094) | | | (634,648) | |
| | | | | | | | | | | | | |
Current Income Tax Expense | | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | | |
Deferred Income Tax Expense | | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | | |
Net Income (Loss) | | $ | (122,478) | | $ | (379,911) | | $ | (319,094) | | $ | (634,648) | |
| | | | | | | | | | | | | |
Loss per Common Share - Basic and Diluted | | $ | (0.00) | | $ | (0.00) | | $ | (0.00) | | $ | (0.00) | |
| | | | | | | | | | | | | |
Weighted Average Number of Shares | | | | | | | | | | | | | |
Outstanding - Basic and Diluted | | | 433,488,829 | | | 426,469,598 | | | 432,330,383 | | | 428,068,499 | |
| | Six Months Ended | | Six Months Ended | | ||
| | June 30, 2013 | | June 30, 2012 | | ||
| | | | | | | |
OPERATING ACTIVITIES | | | | | | | |
Net Income (Loss) | | $ | (319,094) | | $ | (634,648) | |
Adjustments to reconcile Net Income (Loss) to Net Cash provided (used) by operations: | | | | | | | |
Noncash Expenses: | | | | | | | |
Amortization | | | 44,174 | | | 44,174 | |
Depreciation | | | 6,984 | | | 10,960 | |
Stock Compensation | | | 116,700 | | | 125,000 | |
Change in assets and liabilities: | | | | | | | |
Decrease in Accounts Receivable | | | 120,004 | | | 166,202 | |
Decrease in Prepaid Assets | | | 8,441 | | | 20,146 | |
Increase (Decrease) in Accounts Payable | | | 32,597 | | | (74,762) | |
Increase (Decrease) In Accrued Expenses | | | 3,856 | | | (6,579) | |
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES | | | 13,662 | | | (349,507) | |
| | | | | | | |
INVESTING ACTIVITIES | | | | | | | |
Purchase of Furniture and Equipment | | | - | | | - | |
Purchase of Intangible Assets | | | - | | | - | |
NET CASH (USED) BY INVESTING ACTIVITIES | | | - | | | - | |
| | | | | | | |
FINANCING ACTIVITIES | | | | | | | |
Proceeds from Sale of Stock Subscription | | | 300,000 | | | - | |
Contributions | | | - | | | 342 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 300,000 | | | 342 | |
| | | | | | | |
NET CASH INCREASE (DECREASE) FOR PERIOD | | | 313,662 | | | (349,165) | |
| | | | | | | |
CASH AT BEGINNING OF PERIOD | | | 150,071 | | | 653,113 | |
| | | | | | | |
CASH AT END OF PERIOD | | $ | 463,733 | | $ | 303,948 | |
| | | | | | | |
Supplemental Disclosure for Cash Flow Information | | | | | | | |
Cash paid during the period for: | | | | | | | |
Interest | | $ | - | | $ | 114 | |
Income Taxes | | $ | - | | $ | - | |
| | 3 Months Ending | | 6 Months Ending | | ||||||||
| | 06-30-13 | | 06-30-12 | | 06-30-13 | | 06-30-12 | | ||||
| | | | | | | | | | | | | |
Loss from continuing Operations available to Common stockholders (numerator) | | $ | (122,478) | | $ | (379,911) | | $ | (319,094) | | $ | (634,648) | |
| | | | | | | | | | | | | |
Weighted average number of common shares Outstanding used in loss per share during the Period (denominator) | | | 433,488,829 | | | 426,469,598 | | | 432,330,383 | | | 428,068,499 | |
10.1 | License agreement dated April 11, 2013 between Sigma Labs, Inc. and Allotrope Sciences Corp.(1) |
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10.2 | Consulting Agreement, effective May 10, 2013 between Sigma Labs, Inc. and Patagonia Global Trading, LLC.(2) |
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10.3 | Form of Sigma Labs, Inc. Subscription Agreement.* |
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10.4 | Exclusive Marketing Agreement, effective as of May 24, 2013, between Manhattan Scientifics, Inc. and Sigma Labs, Inc.* |
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31.1 | Rule 13a-14(a) Certification of Principal Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
31.2 | Rule 13a-14(a) Certification of Principal Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
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32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
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32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
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101.INS | XBRL Instance Document |
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101.SCH | XBRL Schema Document |
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101.CAL | XBRL Calculation Linkbase Document |
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101.DEF | XBRL Definition Linkbase Document |
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101.LAB | XBRL Labels Linkbase Document |
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101.PRE | XBRL Presentation Linkbase Document |
| (1) | Previously filed as an Exhibit to the Company’s Form 10-K on April 16, 2013 (033-02783-S) and incorporated herein by reference. |
| (2) | Previously filed as an Exhibit to the Company’s Form 10-Q on May 15, 2013 (033-02783-S) and incorporated herein by reference. |
| * | Filed herewith. |
| SIGMA LABS, INC. | |
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August 14, 2013 | By: | /s/ Mark Cola |
| | Mark Cola |
| | President and Chief Executive Officer (Principal Executive Officer) |
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August 14, 2013 | By: | /s/ Monica Yaple |
| | Monica Yaple |
| | Treasurer (Principal Financial Officer) |
Bank Name: | | Wells Fargo Bank (Santa Fe Business Banking) |
Address: | | 241 Washington Ave. Santa Fe, NM 87501 |
ABA Number: | | 121000248 |
Account Name: | | Wells Fargo Bank as Escrow Agent for Sigma Labs, Inc. |
Account Number: | | 5054326862 |
Reference: | | [Insert Subscriber's Name Exactly as it Appears on Signature Page ] |
_____ | Individual ownership (One signature required below) | | _____ | As community property (Both spouses must sign below) |
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_____ | Joint tenants with right of survivorship (All tenants must sign below) | | _____ | Tenants in common (All tenants must sign below) |
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_____ | In the name of the trust specified below (A trustee with authority to bind the trust must sign below) | | | |
Address for notice: | | |
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Print name of individual(s) or entity that is subscribing | | Signature: |
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| | Signature |
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| | Title (if fiduciary, etc.) |
_____ (Please initial) | By signing above and initialing to the left, the subscriber represents and warrants to the Company that they have independently identified and evaluated the risks and uncertainties involved in an investment in the Shares, including those set forth in the “Risk Factors” section of the Memorandum. |
| Accepted as of this _____ day of ___________, 2013 | |
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| SIGMA LABS, INC. | |
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| By: | |
| | Mark Cola, President and Chief Executive Officer |
| | | (1)_________________________________________ |
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| | | (2)_________________________________________ |
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1. | Background Information. | ||
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| a. | Home Address: | |
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| b. | Home Telephone: | |
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| c. | Social Security #(s): | |
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| d. | Bus. Address: | |
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| e. | Bus. Telephone: | |
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| f. | E-Mail Address: | |
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| g. | Send Mail to: | ______ Home ______ Office ______ E-Mail |
2. | Type of Ownership. |
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| Indicate type of ownership subscribed for (if other than for a single individual): |
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| ___________________________________________________________ (i.e., Corporation, Partnership, Limited Liability Company, Trust, Joint Tenants with Rights of Survivorship, Tenants in Common, Tenants by the Entirety) |
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3. | Purchaser Suitability. The exemption from registration under the Securities Act pursuant to Regulation D promulgated thereunder permits sales by the issuer to “accredited investors.” Listed below are the categories of “accredited investors.” The undersigned meets one or more of the following “accredited” categories as indicated in the space provided below (check any and all appropriate categories): |
| __________ | (A) | A natural person whose individual net worth, individually or together with his or her spouse, exceeds $1,000,000. For purposes of this Questionnaire, your “net worth” is equal to the excess of your total assets at fair market value over your total liabilities, excluding from this calculation the fair value of your primary residence and the amount of any indebtedness secured by your primary residence (up to the fair value of the residence). The amount of any indebtedness secured by your primary residence in excess of the fair value of the residence must be included in total liabilities. |
| __________ | (B) | A natural person who had individual income (not including any amounts attributable to my spouse or to property owned by my spouse) exceeding $200,000 in each of the last two calendar years and I have a reasonable expectation of reaching the same income level in the current calendar year. For purposes of this Questionnaire, "income" means adjusted gross income, as reported for Federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse): (i) the amount of any tax-exempt interest income under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), received, (ii) the amount of losses claimed as a limited partner in a limited partnership as reported on Schedule E of Form 1040 and (iii) any deduction claimed for depletion under Section 611 et. seq. of the Code. |
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| __________ | (C) | Any executive officer or director of the Company. |
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| __________ | (D) | Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(18) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 801(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Securities Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. |
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| __________ | (E) | A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. |
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| __________ | (F) | A corporation, partnership, tax-exempt organization (IRS Section 501(c)(3) exemption) or Massachusetts or similar business trust not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000. |
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| __________ | (G) | An entity in which all equity owners are accredited investors. |
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| __________ | (H) | A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a person who, if not an accredited investor, either alone or with a purchaser representative, has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment. |
Dated: ____________, 2013. | |
| (Signature of Purchaser) |
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| (Name Type or Printed) |
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| (Signature of Co-Purchaser) |
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| (Name Typed or Printed) |
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| (Title Typed or Printed |
Manhattan Scientifics, Inc. | | Sigma Labs, Inc. |
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/s/ Manny Tsoupanarias June 5, 2013 | | /s/ Mark Cola |
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Manny Tsoupanarias, CEO | | Mark Cola, CEO |
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Sigma Labs, Inc.; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 14, 2013 | By: | /s/ Mark Cola |
| | Name: Mark Cola |
| | Title: President and Chief Executive Officer |
| | (Principal Executive Officer) |
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Sigma Labs, Inc.; |
| | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 14, 2013 | By: | /s/ Monica Yaple |
| Name: Monica Yaple | |
| Title: Treasurer (Principal Financial Officer) |
| (i) | The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and |
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| (ii) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 14, 2013 | By: | /s/ Mark Cola |
| Name: Mark Cola | |
| Title: President and Chief Executive Officer (Principal Executive Officer) |
| (i) | The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and |
| | |
| (ii) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 14, 2013 | By: | /s/ Monica Yaple | |
| Name: Monica Yaple | ||
| Title: Treasurer (Principal Financial Officer) |
Subsequent Events (Details Textual) (USD $)
|
6 Months Ended | 12 Months Ended | |
---|---|---|---|
Jun. 30, 2013
|
Dec. 31, 2011
|
Dec. 31, 2012
|
|
Shares Issued, Price Per Share | $ 0.01 | ||
Maximum Number Of Common Stock Private Offering | 85,000,000 | ||
Other Liabilities, Current | $ 300,000 | $ 0 | |
Proceeds From Issuance Of Common Stock | 1,011,765 | ||
ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights | 0.025 | ||
Subsequent Event [Member]
|
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Maximum Proceeds From Issuance Of Common Stock Private Offering | 120,000,000 | ||
Maximum Number Of Common Stock Private Offering | 120,000,000 | ||
Stock Issued During Period, Shares, New Issues | 120,000,000 | ||
Proceeds From Issuance Of Common Stock | $ 1,200,000 | ||
Subsequent Event [Member] | Private Placement [Member]
|
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ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights | 5,098,661 |
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