UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q



[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2014


or


[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT of 1934


For the transition period from __________ to __________


Commission File Number 000-31377


REFLECT SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)


Utah

87-0642556

(State or other jurisdiction of

(IRS Employer Identification No.)

incorporation or organization)


1266 South 1380 West Orem, Utah 84058

 (Address of principal executive offices) (Zip Code)


(801) 226-4100

 (Registrant’s telephone number, including area code)


Indicate by check mark whether the Registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]   No [   ]


Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  

Yes [ X ]   No [  ]


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):


Large Accelerated filer   ¨

Accelerated filer                   ¨

Non-accelerated filer      ¨

Smaller reporting company   x


Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ]   No [X]


Applicable Only to Issuers Involved in Bankruptcy Proceedings During the Preceding Five Years:


Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.


Not applicable.



1





Applicable Only to Corporate Issuers:


Indicate the number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date.


Class

Outstanding as of May 14, 2014


53,726,967 shares of $0.01 par value common stock on May 14, 2014






2




TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION


Item 1:  Financial Statements


Condensed Consolidated Balance Sheets

As of March 31, 2014, and December 31, 2013

  

              5


Condensed Consolidated Statements of Operations

For the three months ended March 31, 2014 and 2013

 

 7


Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2014 and 2013

   

         

 8


Notes to Condensed Consolidated Financial Statements

 9


Item 2:  Management’s Discussion and Analysis of Financial Condition and Results of Operations

11


Item 3:  Quantitative and Qualitative Disclosure about Market Risk

13


 Item 4:  Controls and Procedures

 

13


PART II – OTHER INFORMATION


Item 1:  Legal Proceedings

14


Item 2:  Unregistered Sales of Equity Securities and Use of Proceeds

14


Item 3:

Defaults Upon Senior Securities

15


Item 4:  Mine Safety Disclosure

15


Item 5:  Other Information

15


Item 6:  Exhibits

15


Signatures

17




















3





Part I - FINANCIAL INFORMATION


Item 1.  Financial Statements

Reflect Scientific, Inc.


CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

March 31, 2014


The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.  However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made.  These financial statements should be read in conjunction with the accompanying notes, and with the historical financial information of the Company.












































4






REFLECT SCIENTIFIC, INC.

Condensed Consolidated Balance Sheets

(Unaudited)


ASSETS



 

 

March 31,

2014

 

December 31,

2013

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 Cash

$

         326,813

$

251,463

 Accounts receivable, net

 

           166,560

 

152,583

 Inventories

 

         294,423

 

313,092

 Prepaid assets

 

           3,100

 

3,100

 

 

 

 

 

   Total Current Assets

 

         790,896

 

720,238

 

 

 

 

 

FIXED ASSETS, NET

 

          892

 

1,226

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

 

   Intangible assets, net

 

         63,399

 

73,184

   Goodwill

 

60,000

 

60,000

   Deposits

 

3,100

 

3,100

 

 

 

 

 

      Total Other Assets

 

         126,499

 

136,284

 

 

 

 

 

   TOTAL ASSETS

$

         918,287

$

857,748



















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




5




REFLECT SCIENTIFIC, INC.

Condensed Consolidated Balance Sheets (Continued)

(Unaudited)


LIABILITIES AND SHAREHOLDERS’ DEFICIT



 

 

March 31,

2014

 

December 31,

2013

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

  Accounts payable

$

           70,602

$

           43,430

  Short-term lines of credit

 

           27,981

 

30,526

  Convertible debenture

 

         650,000

 

         650,000

  Interest payable

 

559,125

 

529,875

  Accrued expenses

 

3,559

 

22,116

  Loan from related party

 

           80,000

 

80,000

  Customer deposits

 

185

 

1,060

  Income taxes payable

 

100

 

100

 

 

 

 

 

      Total Current Liabilities

 

         1,391,552

 

1,357,107

 

 

 

 

 

      Total Liabilities

 

1,391,552

 

1,357,107

 

 

 

 

 

SHAREHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

   Preferred stock, $0.01 par value, authorized

    5,000,000 shares; No shares issued and outstanding

 


-

 


-

   Common stock, $0.01 par value, authorized

    100,000,000 shares; 53,726,967 and 53,726,967

     issued and outstanding, respectively

 

           537,269

 

           537,269

   Additional paid in capital

 

       18,391,300

 

       18,391,300

   Accumulated deficit

 

       (19,401,834)

 

       (19,427,928)

 

 

 

 

 

      Total Shareholders’ Deficit

 

         (473,265)

 

(499,359)

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

$

         918,287

$

         857,748













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



6




REFLECT SCIENTIFIC, INC.

Condensed Consolidated Statements of Operations

(Unaudited)


 

For the Three Months Ended

March 31,

 

 

2014

 

2013

REVENUES

$

        402,442

$

        268,694

 

 

 

 

 

COST OF GOODS SOLD

 

163,783

 

141,691

 

 

 

 

 

GROSS PROFIT

 

238,659

 

127,003

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

   Salaries and wages

 

98,778

 

92,750

   Rent expense

 

8,768

 

9,412

   Research and development expense

 

5,763

 

9,496

   General and administrative expense

 

68,173

 

102,025

  Total Operating Expenses

 

181,482

 

213,683

 

 

 

  

 

OPERATING INCOME (LOSS)

 

57,177

 

(86,680)

 

 

 

 

 

OTHER EXPENSE

 

 

 

 

  Interest expense - other

 

(1,833)

 

(1,972)

  Interest on debentures

 

(29,250)

 

(22,500)

 

 

 

 

 

    Total Other Expenses

 

(31,083)

 

(24,472)

 

 

 

 

 

NET INCOME (LOSS) BEFORE TAXES

 

26,094

 

(111,152)

 

 

 

 

 

Provision for income taxes

 

-

 

-

 

 

 

 

 

NET INCOME (LOSS)

$

26,094

      $

(111,152)

 

 

 

 

 

NET INCOME (LOSS) PER SHARE - BASIC

$

0.00

      $

(0.01)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC


$

53,726,967


      $

47,213,634

 

 

 

 

 

NET INCOME (LOSS) PER SHARE - DILUTED

$

0.00

      $

(0.01)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED

 

53,726,967

 

47,213,634








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



7






REFLECT SCIENTIFIC, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

For the

Three Months Ended

March 31,

 

 

2014

 

2013

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

Net income (loss)

$

26,094

$

(111,152)

Adjustments to reconcile net income (loss) to net cash

 

 

 

 

 from operating activities:

 

 

 

 

  Depreciation

 

334

 

2,303

  Amortization

 

9,785

 

8,971

Changes in operating assets and liabilities:

 

 

 

 

  (Increase)/decrease in accounts receivable

 

  (13,977)

 

  19,427

  (Increase)/decrease in inventory

 

18,669

 

13,414

  (Increase)/decrease in prepaid assets

 

-

 

28,000

  Increase/(decrease) in accounts payable

    and accrued expenses

 

8,615

 

(54,906)

Increase (decrease) in interest payable

 

29,250

 

22,500

  Increase/(decrease) in customer deposits

 

(875)

 

-

       Net Cash from Operating Activities

 

77,895

 

(71,443)

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

  Proceeds from lines of credit

 

-

 

4,794

  Payments made on lines of credit

 

(2,545)

 

(3,336)

       Net Cash from Financing Activities

 

(2,545)

 

1,458

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

75,350

 

(69,985)

CASH AT BEGINNING OF PERIOD

 

251,463

 

260,575

CASH AT END OF PERIOD

$

326,813

$

190,590


 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

     Cash Paid For:

 

 

 

 

         Interest

$

1,833

$

1,972

         Income taxes

$

-

$

-




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

 

8





REFLECT SCIENTIFIC, INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)


NOTE 1 -

BASIS OF FINANCIAL STATEMENT PRESENTATION


The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to accounting principles generally accepted in the United States of America. 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 in accordance with rules and regulations of the Securities and Exchange Commission.  The information furnished in the interim condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with the Company’s most recent audited consolidated financial statements and notes thereto included in its December 31, 2013 financial statements.  Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.


NOTE 2 -

ORGANIZATION AND DESCRIPTION OF BUSINESS


Cole, Inc. (the Company) was incorporated under the laws of the State of Utah on November 3, 1999. The Company was organized to engage in any lawful activity for which corporations may be organized under the Utah Revised Business Corporation Act.  On December 30, 2003 the Company changed its name to Reflect Scientific, Inc.


NOTE 3 – GOING CONCERN


The Company is currently in default on its issued and outstanding debentures (See note 4).  While the Company is working diligently to secure funding to enable it to retire the debenture obligations, there can be no assurance that such funding will be available.  The Company has also accumulated significant operating losses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.


Management has taken a number of actions to reduce expenses. Management continues to seek additional funding through the capital markets to facilitate the settlement of the remaining debentures and continue to commercialize its patented detector and refrigeration products, as well as to provide operating capital for its operations.  However, there can be no assurance that additional funding will be available on acceptable terms, if at all.  


NOTE 4 – DEFAULT ON CONVERTIBLE DEBENTURES


At March 31, 2014, the remaining outstanding convertible debentures in default were $650,000, including penalties.  The debentures bear an 18% interest rate.  The Company accrued an additional $29,250 in interest during the quarter ended March 31, 2014.  The total accrued interest on this remaining debenture was $559,125 as of March 31, 2014.  Assuming the debentures were converted, 1,000,000 shares of restricted common stock would be issued.  The Company excluded these from its dilutive net (income) loss per share for as the inclusion would be anti-dilutive.

 



9







NOTE 5 – RELATED PARTY TRANSACTIONS


As of March 31, 2014, two sons of the Company’s president had loaned $80,000 in the form of interest bearing notes to the Company.  The notes issued during 2012, with a principal amount of $40,000, bear interest at the rate of 7.75% per annum with the interest paid monthly.  The notes issued during 2013, with a principal amount of $40,000, bear interest at the rate of 6.00% per annum with the interest paid monthly. All notes are demand notes, with the principal and any unpaid interest payable upon seven days written notice from the note holder.


NOTE 6 – FAIR VALUE OF FINANCIAL INSTRUMENTS


The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, payables and notes payable.  The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items.  The carrying amount of the notes payable approximates fair value as the individual borrowings bear interest at rates that approximate market interest rates for similar debt instruments.


NOTE 7 – RECENT ACCOUNTING PRONOUNCEMENTS


Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity:  In April 2014, the Financial Accounting Standards Board issued guidance that changes the threshold for reporting discontinued operations and adds new disclosures.  The new guidance defines a discontinued operation as a disposal of a component or group of components that is disposed of or is classified as held for sale and “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.”  For disposals of individually significant components that do not qualify as discontinued operations, an entity must disclose pre-tax earnings of the disposed component.  For public business entities, this guidance is effective prospectively for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years.  Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance.  The Company does not expect the adoption of this guidance to have a material impact on the Company’s financial position or results of operations.


The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position and cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



10






Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


Special Note Regarding Forward-Looking Statements


The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on behalf of our Company. Our Company and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this Annual Report and other filings with the Securities and Exchange Commission and in reports to our Company’s stockholders. Management believes that all statements that express expectations and projections with respect to future matters, as well as from developments beyond our Company’s control including changes in global economic conditions are forward-looking statements within the meaning of the Act. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and business performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Factors that may affect forward- looking statements include a wide range of factors that could materially affect future developments and performance, including the following:


·

Changes in Company-wide strategies, which may result in changes in the types or mix of businesses in which our Company is involved or chooses to invest;

·

Changes in U.S., global or regional economic conditions;

·

Changes in U.S. and global financial and equity markets, including significant interest rate fluctuations, which may impede our Company’s access to, or increase the cost of, external financing for our operations and investments;

·

Increased competitive pressures, both domestically and internationally;

·

Legal and regulatory developments, such as regulatory actions affecting environmental activities;

·

The imposition by foreign countries of trade restrictions and changes in international tax laws or currency controls;

·

Adverse weather conditions or natural disasters, such as hurricanes and earthquakes, labor disputes, which may lead to increased costs or disruption of operations.


This list of factors that may affect future performance and the accuracy of forward-looking statements are illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.


Critical Accounting Policies and Estimates


The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the unaudited Financial Statements and accompanying notes.  Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.  The Company believes there have been no significant changes during the three month period ended March 31, 2014, to the items disclosed as significant accounting policies in management's Notes to the Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.




11






Plan of Operation and Business Growth


Our focus over the coming months will be to increase the sales of our life science consumables and detectors while, at the same time, continuing to work on the commercialization of our liquid nitrogen refrigeration products.  Of those liquid nitrogen refrigeration products, the refrigerated trailer, known as a “reefer”, is receiving highest priority.  We have our first manufactured unit operational and are currently conducting road tests to collect data as to its efficiency and reliability.

 

We also continue to focus on the expansion of our detector line and developing alliances with contract manufacturers for our ultra-low temperature freezers and reefer units.  Our new detector unit was introduced into the marketplace in late 2013 to very positive reviews, and sales for the first three months of 2014 have been very encouraging.  We believe that its enhanced functionality, coupled with its low cost, will provide us with a competitive edge over products currently being sold in that specialized market.


Our revenues during the reporting period increased nearly 50% during 2014 compared to 2013 revenues.    


Results of Operations


Three Months Ended March 31, 2014 and 2013


 

 

For the three months ended March 31,

 

 

2014

 

2013

 

Change

Revenues

 $

402,442

 $

268,694

 $

133,748

Cost of goods sold

 

163,783

 

141,691

 

22,092

Gross profit

 

238,659

 

127,003

 

111,656

Operating expenses

 

181,482

 

213,683

 

(32,201)

Other income (expense)

 

(31,083)

 

(24,472)

 

6,611

Net Income (loss)

 $

26,094

 $

(111,152)

 $

137,246


Revenues increased during the quarter ended March 31, 2014, to $402,442 from $268,694 for the quarter ended March 31, 2013, an increase of $133,748.  All of the revenues were generated from our specialized laboratory supplies and detector sales, as we work to continue to refine and commercialize the ultra low temperature freezer technologies.  Sales were significantly higher for both our specialized laboratory supplies and our detectors.  The completion and distribution of our catalog, coupled with the implementation of web site ordering capability resulted in the significantly higher sales.  The new detector has been very well received, showing strong sales for the three months ended March 31, 2014.


With increased sales during the reporting period, cost of goods sold increased in the quarter ending March 31, 2014, as compared to March 31, 2013 to $163,783 from $141,691, an increase of $22,092. The gross profit   percentage improved to 59% for the three months ended March 31, 2014, compared to 47% for the three months ended March 31, 2013.  The increase in gross profit percentage relates primarily to the mix of product sales, with much of the revenue increase during the reporting period coming from the products which carry high profit margins.  In addition, we continue to actively work to obtain more favorable pricing from our vendors in order to increase the margins realized on our product lines.  




12






As a result of our continued focus on operating expenses we realized a reduction of operating expenses in the current period.  Operating expenses for the three months ended March 31, 2014 were $181,482, which represents a decrease of $32,201 from the $213,683 in operating expenses recorded for the three month period ended March 31, 2013.  The decrease results primarily from reductions in consulting fees, with increases in salaries, payroll taxes, licensing offset by decreases in travel expenses and research and development costs.  Operating expenses for the remaining reporting periods in 2014 are expected to remain close to the expense levels shown for the period of this report.


The net income for the three month period ended March 31, 2014 was $26,094, a $137,246 improvement from the $111,152 net loss for the three month period ended March 31, 2013.  Management is pleased that their work to increase sales and reduce expense levels has achieved a profit and will continue to look for opportunities to improve gross margins and reduce ongoing operating expenses in order to further enhance profitability.


The net profit for the three months ended March 31, 2014 was $0.00 per share on both a basic and fully diluted basis.  The net loss for the three months ended March 31, 2013 was $0.01 per share.  The outstanding convertible debt were not used in calculating the net (income) loss per share for the three months ended March 31, 2014 and 2013, as the inclusion would be anti-dilutive.


Seasonality and Cyclicality


We do not believe our business is cyclical.


Liquidity and Capital Resources


Our cash resources at March 31, 2014, were $326,813, with accounts receivable of $166,560 and inventory of $294,423. To date we have relied on revenues and sales of equity and debt securities for our cash resources.   Our working capital deficit on March 31, 2014, was $600,656, due primarily to the $650,000 in outstanding debentures and $559,125 in accrued interest on those debentures.  Working capital on December 31, 2013 was a deficit of $636,869.  Management is working to obtain financing to enable it to retire the remaining outstanding debentures and provide the capital needed to commercialize the low temperature freezer and refrigeration technology.  There can be no assurance that funds will be available, or that terms of available funds will be acceptable to the Company.  The inability of the Company to obtain funding at acceptable terms could negatively impact its ability to execute its business plan.


For the three month period ended March 31, 2014, net cash provided from operating activities was $77,895 which compares to $71,443 of net cash used for operating activities for the three month period ended March 31, 2013.  


Off-Balance Sheet Arrangements


We lease office and warehouse space under a non-cancelable operating lease in Utah.  Future minimum lease payments under the operating lease at March 31, 2014 are $34,100 for that facility.  In addition, we have automobile leases with future minimum lease payments of $5,895.




13






Item 3.  Quantitative and Qualitative Disclosure about Market Risk


Not required


Item 4.  Controls and Procedures


(a)

Evaluation of Disclosure Controls and Procedures.


As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based upon this evaluation, our Chief Executive Officer and Principal Financial Officer concluded that information required to be disclosed is recorded, processed, summarized and reported within the specified periods, and is accumulated and communicated to management, including our Chief Executive Officer and Principal Financial Officer, to allow for timely decisions regarding required disclosure of material information required to be included in our periodic Securities and Exchange Commission reports.  Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are not effective due to the material weaknesses in the Company’s internal control discussed below. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.


(b)

Changes in Internal Control Over Financial Reporting.


During the fourth quarter of 2013, we identified certain impairment indicators that led us to perform procedures to assess the possible impairment of our goodwill.  While we correctly identified these impairment indicators, we did not have adequate procedures and controls in place to ensure that the requisite analysis to determine the amount of impairment could be conducted in a timely, accurate and complete manner.  During the three months ended March 31, 2014 we have been implementing enhanced documentation, review and supervision processes and procedures over impairment-related testing and analysis.  We anticipate that those changes will be fully implemented during the next three months, and that such implementation will provide reasonable assurance that the quality and frequency of impairment testing is being properly monitored, and that those revised and implemented disclosure controls and procedures will be effective to a reasonable assurance level of achieving such objectives.  However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.  


PART II - OTHER INFORMATION


ITEM 1.  Legal Proceedings


None; not applicable.




14






ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds


Recent Sales of Unregistered Securities


None; not applicable.


Use of Proceeds of Registered Securities


None; not applicable.


Purchases of Equity Securities by Us and Affiliated Purchasers


During the three months ended March 31, 2014, we have not purchased any equity securities nor have any officers or directors of the Company.


ITEM 3.  Defaults Upon Senior Securities


At March 31, 2014, the remaining outstanding convertible debentures in default were $650,000, including penalties.  The debentures bear an 18% interest rate.  The Company accrued an additional $29,250 in interest during the quarter ended March 31, 2014.  The total accrued interest on this remaining debenture was $559,125 as of March 31, 2014.  Assuming the debentures were converted, 1,000,000 shares of restricted common stock would be issued.


ITEM 4.  Mine Safety Disclosure


Not applicable.


ITEM 5.  Other Information.


None


ITEM 6.  Exhibits


(a)

Exhibits.


 

 

 

Exhibit No.

Title of Document

Location if other than attached hereto

3.1

Articles of Incorporation

10-SB Registration Statement*

3.2

Articles of Amendment to Articles of Incorporation

10-SB Registration Statement*

3.3

By-Laws

10-SB Registration Statement*

3.4

Articles of Amendment to Articles of Incorporation

8-K Current Report dated December 31, 2003*

3.5

Articles of Amendment to Articles of Incorporation

8-K Current Report dated December 31, 2003*

3.6

Articles of Amendment

September 30, 2004 10-QSB Quarterly Report*

3.7

By-Laws Amendment

September 30, 2004 10-QSB Quarterly Report*

4.1

Debenture

8-K Current Report dated June 29, 2007*

4.2

Form of Purchasers Warrant

8-K Current Report dated June 29, 2007*

4.3

Registration Rights Agreement

8-K Current Report dated June 29, 2007*

4.4

Form of Placement Agreement

8-K Current Report dated June 29, 2007*

10.1

Securities Purchase Agreement

8-K Current Report dated June 29, 2007*

10.2

Placement Agent Agreement

8-K Current Report dated June 29, 2007*

14

Code of Ethics

December 31, 2003 10-KSB Annual Report*

21

Subsidiaries of the Company

December 31, 2004 10-KSB Annual Report*

31.1

302 Certification of Kim Boyce

 

31.2

302 Certification of Keith Merrell

 

32

906 Certification

 


Additional Exhibits Incorporated by Reference

 

 

 

*

Reflect California Reorganization

8-K Current Report dated December 31, 2003

*

JMST Acquisition

8-K Current Report dated April 4, 2006

*

Cryomastor Reorganization

8-K Current Report dated September 27, 2006

*

Image Labs Merger Agreement Signing

8-K Current Report dated November 15, 2006

*

All Temp Merger Agreement Signing

8-K Current Report dated November 17, 2006

*

All Temp Merger Agreement Closing

8-KA Current Report dated November 17, 2006

*

Image Labs Merger Agreement Closing

8-KA Current Report dated November 15, 2006


* Previously filed and incorporated by reference.






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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Reflect Scientific, Inc.

(Registrant)


Date:

May 15, 2014

By:  /s/ Kim Boyce

       Kim Boyce, CEO, President and Director


Date:

May15, 2014

By:  /s/ Tom Tait

        Tom Tait, Vice President and Director


Date:

May 15, 2014

By:  /s/ Keith Merrell

        Keith Merrell, CFO, Principal Financial

Officer

















17