NextTrip (NTRP) 8-K/A Entry into a Material Definitive Agreement

B6 SIGMA, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

February 28, 2010

B6 SIGMA, INC.

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

February 28, 2010

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUTING FIRM	1
BALANCE SHEET
February 28, 2010	2
STATEMENT OF OPERATIONS
Period February 5, 2010 through February 28, 2010	3
STATEMENT OF SHAREHOLDERS' EQUITY
Period February 5, 2010 through February 28, 2010	4
STATEMENT OF CASH FLOWS
Period February 5, 2010 through February 28, 2010	5
NOTES TO FINANCIAL STATEMENTS
February 28, 2010	6-9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

B6 Sigma, Inc.

Santa Fe, New Mexico

We have audited the accompanying balance sheet of B6 Sigma, Inc., a development stage company as of February 28, 2010 and the related statements of operations, shareholders' equity and cash flows for the period from inception on February 5, 2010 through February 28, 2010. B6 Sigma, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of B6 Sigma, Inc. as of February 28, 2010 and the results of its operations and its cash flows for the period from inception on February 5, 2010 through February 28, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming B6 Sigma, Inc. will continue as a going concern. As discussed in Note 5 to the financial statements, B6 Sigma, Inc. was only recently formed and has not yet achieved profitable operations.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  Management’s plans in regards to these matters are also described in Note 5.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah

April 12, 2010

1

B6 SIGMA, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

February 28, 2010

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	11,887
TOTAL CURRENT ASSETS		11,887
TOTAL ASSETS	$	11,887
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
TOTAL LIABILITIES	$	-
SHAREHOLDERS' EQUITY
Common stock, $0.001 par value; 1,000,000 shares authorized;
197,000 shares issued and outstanding.		197
Additional paid in capital		31,231
Subscriptions receivable		(9,528	)
Deficit accumulated during the development stage		(10,013	)
Total shareholders' equity		11,887
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	11,887

 The accompanying notes are an integral part of these financial statements

2

B6 SIGMA, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

PERIOD FEBRUARY 5, 2010 THROUGH FEBRUARY 28, 2010

SALES	$	-
ADMINISTRATIVE AND SELLING EXPENSES		10,013
LOSS FROM OPERATIONS		(10,013	)
OTHER (EXPENSE) - NET		0
NET LOSS	$	(10,013	)
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING - BASIC AND DILUTED		197,000
LOSS PER SHARE - BASIC AND DILUTED	$	(0.05	)

The accompanying notes are an integral part of these financial statements

3

B6 SIGMA, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF SHAREHOLDERS' EQUITY

PERIOD FEBRUARY 5, 2010 THROUGH FEBRUARY 28, 2010

										Deficit
										Accumulated
	Common		Common		Additional		Stock			During the
	Stock		Stock		Paid in		Subscriptions			Development
	Shares		Amount		Capital		Receivable			Stage
Balance February 5, 2010		-	$	-	$	-	$	-		$	-
Initial share issuance		197,000		197		31,231		(9,528	)		-
Net loss		-		-		-		-			(10,013	)
Balance February 28, 2010		197,000	$	197	$	31,231	$	(9,528	)	$	(10,013	)

The accompanying notes are an integral part of these financial statements

4

B6 SIGMA, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

PERIOD FEBRUARY 5, 2010 THROUGH FEBRUARY 28, 2010

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(10,013	)
Net cash used by operating activities		(10,013	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by investing activities		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock		21,900
Net cash provided by financing activities		21,900
INCREASE  IN CASH AND EQUIVALENTS		11,887
CASH AND EQUIVALENTS - FEBRUARY 5, 2010		-
CASH AND EQUIVALENTS - FEBRUARY 28, 2010	$	11,887
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for
Interest	$	-
Income tax	$	-
Noncash Investing and Financing Activities:
Increase in subscriptions receivable		(9,528	)
Sale of company stock		9,528

The accompanying notes are an integral part of these financial statements

5

B6 SIGMA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

B6 Sigma, Inc. (the "Company") is a Delaware corporation, incorporated February 5, 2010, founded by a group of scientists, engineers and businessmen to develop and commercialize novel and unique  manufacturing and materials technologies.  The Company's focus is on various devices which are referred to as the "In Process Quality Assurance" (IPQA) systems.  It is the belief of management that this technology will fundamentally redefine conventional manufacturing practices.  In addition the Company has developed other products, technologies and services, to be offered to manufacturers, governmental agencies and other scientific and commercial enterprises.

The Company has not yet generated significant revenues from its planned principal operations and is considered a development stage company as defined in Accounting Standards Codification Topic 915.

Cash Equivalents

The Corporation considers all highly liquid investments with a maturity of three months or less at date of purchase to be cash equivalents.

Income Taxes

Deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

Loss Per Share

The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with ASC Topic No. 260, “Earnings Per Share” See Note 4.

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B6 SIGMA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Enacted Accounting Standards

In June 2009 the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants.  Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements.  The ASC does change the way the guidance is organized and presented.

Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2010-11 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued.  These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

2. CAPITAL STOCK

Common Stock - The Company has authorized 1,000,000 shares of common stock, $.001 par value. At February 28, 2010, the Company had 197,000 shares issued and outstanding.

In February, 2010, the Company issued 143,000 shares of its previously authorized but unissued common stock to officers for cash of $400 and subscription receivables of $1,028, or approximately $0.01 per share.

In February, 2010, the Company issued 54,000 shares of its previously authorized but unissued common stock to investors for cash of $21,500 and subscription receivables of $8,500, or approximately $0.55 per share.

3.  INCOME TAXES

The Company accounts for income taxes in accordance with ASC Topic No. 740, “Income Taxes.” ASC Topic No. 740, requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards.

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B6 SIGMA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

3.  INCOME TAXES (continued)

The Company has available at February 28, 2010, unused operating loss carryforwards of approximately $10,000, which may be applied against future taxable income and which expire in various years through 2030. However, if certain substantial changes in the Company’s ownership should occur, there could be an annual limitation on the amount of net operating loss carryforward which can be utilized. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined.  Because of the uncertainty surrounding the realization of the loss carryforwards the Company has established a valuation allowance equal to the tax effect of the loss carryforwards at February 28, 2010 and, therefore, no deferred tax asset has been recognized for the loss carryforwards.  The increase in the valuation allowance is approximately $1,500 for the period ended February 28, 2010.

4.  LOSS PER SHARE

The following data show the amounts used in computing loss per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the period ended February 28, 2010:

Loss from continuing operations available to common stockholders (numerator)	$	(10,013	)
Weighted average number of common shares outstanding used in loss per share during the period (denominator)		197,000

Dilutive loss per share was not presented; as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.

5.  GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company was only recently formed and has incurred losses since inception on February 5, 2010. These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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B6 SIGMA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

6.  SUBSEQUENT EVENTS

Reverse Merger

On March 1, 2010, the Company entered into a Letter of Intent (“LOI”) with Framewaves, a Nevada corporation, pursuant to which Framewaves agreed to acquire 100% of the issued and outstanding capital stock of the Company in a reorganization under Section 351 and/or 368 of the Internal Revenue Code of 1986, as amended (the "Reorganization"). Pursuant to the terms of the LOI, upon the closing of the Reorganization, the Shareholders of B6 Sigma will receive 1,000 shares of Framewaves common stock for each share of B6 Sigma that they exchange. Subsequent to the Reorganization, the Company shareholders would own 77% of Framewaves.

Convertible Notes

In March and April 2010, the Company entered into three convertible notes with investors (the "Makers") whereby the Makers loaned the Company $200,000.  The notes bear interest at the rate of twelve (12%) percent per annum payable monthly commencing April 15, 2010 and mature on June 15, 2015 (the "Maturity Date").  If the Company proposes to merge or consolidate with another entity prior to the Maturity Date, then the Makers have the right to demand conversion or immediate payment of the outstanding liability.  The notes are unsecured and may be converted, at the option of the Makers, all or in part of the principal amount of these notes plus accrued but unpaid interest, into shares of the Company's common stock $0.001 par value per share at $20.00 per share.

Consulting Agreement

In March 2010, the Company entered into a consulting agreement with Valerie Vekkos to act as interim Secretary of the Company for a fee of $3,500 per month for a two year period commencing on March 1, 2010.

Asset Purchase Agreement

The Company has entered into an asset purchase agreement to acquire certain assets of Beyond 6 Sigma, a division of TMC, in exchange for all of the capital stock, vested and unvested options of TMC, which the Company acquired from Vivek Dave, Daniel Hartman and Mark Cola, the net result being that the Company shall pay $90,000 for the TMC assets and that Vivek Dave, Daniel Hartman and Mark Cola will be selling their TMC stock and options to TMC for aggregate consideration of $90,000.

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued.

9

B6 Sigma, Inc.

(A Development Stage Company)

Unaudited Balance Sheet

June 30, 2010

ASSETS
Current Assets
Cash	$	37,611
Accounts Receivable		14,086
Total Current Assets		51,697
Fixed Assets (Net)
Furniture and Equipment		52,111
Patents		25,589
Total Fixed Assets		77,700
TOTAL ASSETS	$	129,397
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable	$	28,590
Accrued Interest		7,000
Accrued Expenses		785
Total Current Liabilities		36,375
Long Term Liabilities
Convertible Notes Payable		300,000
Total Liabilities		336,375
Stockholders' Equity (Deficit)
Common Stock, $0.001 par value; 1,000,000 shares authorized;
184,000 shares issued and outstanding		184
Additional Paid-In Capital		31,120
Deficit accumulated during the development stage		(238,282	)
Total Stockholders' Equity (Deficit)		(206,978	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	129,397

The accompanying notes are an integral part of these unaudited financial statements.

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B6 Sigma, Inc.

(A Development Stage Company)

Unaudited Statement of Operations

Period February 5, 2010 (Date of Inception) to June 30, 2010

INCOME
Services	$	32,500
EXPENSES
General and Administrative		267,782
Loss Before Other Income (Expense)		(235,282	)
Other Income (Expense)
Interest Expense		(8,000	)
Sale of Asset		5,000
Total Other Income (Expense)		(3,000	)
Loss Before Income Taxes		(238,282	)
Current Income Tax Expense		-
Deferred Income Tax Expense		-
NET LOSS	$	(238,282	)
Loss Per Common Share - Basic and Diluted	$	(1.25	)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted		189,917

The accompanying notes are an integral part of these unaudited financial statements.

11

B6 Sigma, Inc.

(A Development Stage Company)

Unaudited Statement of Cash Flows

Period February 5, 2010 (Date of Inception) to June 30, 2010

OPERATING ACTIVITIES
Net Income (Loss)	$	(238,282	)
Adjustments to reconcile Net Income (Loss)  to Net Cash provided by operations:
Noncash Expenses:
Amortization		211
Depreciation		3,889
Gain on Sale of Asset		(5,000	)
Change in assets and liabilities:
(Increase) in Accounts Receivable		(14,086	)
Increase in Accounts Payable		28,590
Increase in Accrued Interest		7,000
Increase in Accrued Expenses		785
NET CASH (USED) BY OPERATING ACTIVITIES		(216,893	)
INVESTING ACTIVITIES
Proceeds from Sale of Asset		5,000
Purchase of Furniture and Equipment		(56,000	)
Purchase of Patent		(25,800	)
NET CASH (USED) BY INVESTING ACTIVITIES		(76,800	)
FINANCING ACTIVITIES
Proceeds from Long-Term Debt		300,000
Proceeds from sale of Common Stock		31,304
NET CASH PROVIDED BY FINANCING ACTIVITIES		331,304
NET CASH INCREASE FOR PERIOD		37,611
CASH AT BEGINNING OF PERIOD		-
CASH AT END OF PERIOD	$	37,611
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	1,000
Income Taxes	$	-
Supplemental Schedule of Non-Cash Investing and Financing Activities:
For the period ended June 30, 2010:
None

The accompanying notes are an integral part of these unaudited financial statements.

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B6 SIGMA, INC.

(A Development Stage Company)

Notes to Financial Statements

NOTE 1 – Summary of Significant Accounting Policies

Nature of Business - B6 Sigma, Inc. is a Delaware corporation, incorporated February 5, 2010, founded by a group of scientists, engineers and businessmen to develop and commercialize novel and unique manufacturing and materials technologies.  A Company trademark, In Process Quality Assurance (IPQA), is a technology that management believes will fundamentally redefine manufacturing practices by embedding quality assurance in the manufacturing processes in real time.  Management also anticipates that the Company’s core competencies will allow its clientele to combine advanced manufacturing with novel material to achieve breakthrough product potential in many industries including aerospace, defense, oil and gas, prosthetic implants, sporting goods, and power generation.

Property and Equipment – Property and equipment are stated at cost.  Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized upon being placed in service.  Expenditures for maintenance and repairs are charged to expense as incurred.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets.  The estimated life has been determined to be three years unless a unique circumstance exists, which is then fully documented as an exception to the policy.

Fair Value of Financial Instruments – The Company estimates that the fair value of all financial instruments does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets.

Income Taxes – The Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes.”

The Company adopted the provisions of ASC Topic No. 740, “Accounting for Income Taxes,” at the date of inception on February 5, 2010.  As a result of the implementation of ASC Topic No. 740, the Company recognized no increase in the liability for unrecognized tax benefits.

The Company has no tax positions at June 30, 2010 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.  During the period ended June 30, 2010, the Company recognized no interest and penalties.  The Company had no accruals for interest and penalties at June 30, 2010.

Loss Per Share – The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with ASC Topic No. 260, “Earnings Per Share.”

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Condensed Financial Statements – The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2010 and for the period then ended have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s February 28, 2010 audited financial statements.  The results of operations for the period ended June 30, 2010 are not necessarily indicative of the operating results for the full year.

Allowance for Doubtful Accounts - The Company establishes an allowance for doubtful accounts to ensure accounts receivables are not overstated due to uncollectibility.  Bad debt reserves are maintained based on a variety of factors, including the length of time receivables are past due and a detailed review of certain individual customer accounts.  If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted.  The allowance for doubtful accounts at June 30, 2010 is $0.

Intangible Assets – Long-lived assets and certain identifiable intangibles to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows and the estimated liquidation value of such long-lived assets, and provides for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the long-lived assets.  If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value.  Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable.  Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.

Recently Enacted Accounting Standards – In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants.  Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements.  The ASC does change the way the guidance is organized and presented.

Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU NO. 2010-24 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued.  These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

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Cash Equivalents - The Company considers all highly liquid investments with a maturity of three months or less at date of purchase to be cash equivalents.

Organizational Expenditures - Organizational expenditures are expensed as incurred.

Patents - Utility patents are amortized over a 17 year period.

Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimated by management.

NOTE 2 – Capital Stock

The Company has authorized 1,000,000 shares of common stock, $.001 par value.

In February 2010 the Company issued 197,000 shares to officers and investors for cash of $31,428.

On March 1, 2010, the Company entered into a Letter of Intent with Framewaves, Inc., a Nevada corporation, pursuant to which Framewaves, Inc. agreed to acquire 100% of the issued and outstanding capital stock of the Company in a reorganization under Section 351 and/or 368 of the Internal Revenue Code of 1986, as amended.  Upon the closing of the reorganization, the shareholders of B6 Sigma, Inc. will receive 1,000 shares of Framewaves, Inc. common stock for each share of B6 Sigma, Inc. that they exchange.  On April 12, 2010, the Company canceled 13,000 shares of previously issued common stock.

NOTE 3 – Going Concern

The Company is a development stage company and has incurred monthly losses.  The Company is anticipating the further issuance of common stock through a private offering, and has three contracts totaling $836,000 that have not been entered on the financial statements.  The ability of the Company to continue as a going concern is dependent upon the issuance of additional common stock, and expanding income opportunities.

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NOTE 4 – Furniture and Equipment

The following is a summary of property and equipment, purchased used and depreciated over a period of three years, less accumulated depreciation, as of June 30, 2010:

Furniture and Fixtures	$	56,000
Less:  accumulated depreciation		(3,889	)
Net Furniture and Equipment	$	52,111

Depreciation expense on property and equipment was $3,889 for the period ended June 30, 2010.

NOTE 5 – Patents

The following is a summary of patents less accumulated amortization as of June 30, 2010:

Patents	$	25,800
Less:  accumulated amortization		(211	)
Net Patents	$	25,589

Amortization expense on patents was $211 for the period ended June 30, 2010.

NOTE 6 – Convertible Notes Payable

Notes payable consisted of the following at June 30, 2010:

Note payable to Dr. Jan Arnett, with interest rate of 12%, unsecured with interest payments payable monthly and the  principle balance due June 15, 2015, convertible to common stock at $20 per share.	$	100,000
Note payable to Capitol Outdoors, LLC, with interest rate of 12%, unsecured with interest payments payable monthly and the  principle balance due June 15, 2015, convertible to common stock at $20 per share.		50,000
Note payable to Lou Nikozsis, with interest rate of 12%, unsecured with interest payments payable monthly and the  principle balance due June 15, 2015, convertible to common   stock at $20 per share.		50,000
Note payable to Christopher Harrison, with interest rate of 12%, unsecured with interest payments payable monthly and the principle balance due June 15, 2015, convertible to common stock at $20 per share.		100,000
Total		300,000
Less current notes payable		-
Long-term notes payable	$	300,000

These notes have subsequently been converted to common stock.

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NOTE 7 – Income Taxes

The Company accounts for income taxes in accordance with ASC Topic No. 740, “Income Taxes.”  ASC Topic No. 740 requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards.

The Company has available at June 30, 2010, unused operating loss carryforwards of approximately $238,282 which may be applied against future taxable income and which expire in various years through 2030.  However, if certain substantial changes in the Company’s ownership should occur, there could be an annual limitation on the amount of net operating loss carryforward which can be utilized.  The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined.  Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryfowards (approximately $35,700) at June 30, 2010 and, therefore, no deferred tax asset has been recognized for the loss carryforwards.  The change in the valuation allowance is approximately $35,700 for the period ended June 30, 2010.

NOTE 8 – Loss Per Share

The following data shows the amounts used in computing loss per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the period ended June 30, 2010:

Loss from continuing operations available to  common stockholders (numerator)	$	(238,282	)
Weighted average number of common shares outstanding used in loss per share during the period		189,917

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NOTE 9 – Subsequent Events

Subsequent to June 30, 2010 the Company completed a private placement of common stock for $700,000 cash and the conversion of $300,000 in notes payable and accrued interest, a total of 50,800 shares were issued.

On September 13, 2010, we closed a share exchange transaction (the “Reorganization”) with the shareholders of B6 Sigma, Inc., a Delaware corporation (“B6 Sigma”), which resulted in B6 Sigma becoming a wholly-owned subsidiary of Framewaves, Inc. (“Framewaves” or the “Company”).  Each share of B6 Sigma common stock outstanding as at the closing of the Reorganization was exchanged for 6.67 shares of Framewaves common stock.  At the closing, B6 Sigma also acquired and cancelled the 738,000 shares of Framewaves common stock from three Framewaves shareholders for the sum of $195,000.

On October 14, 2010, the Company changed its name to Sigma Labs, Inc.

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no additional events to disclose.

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