As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/19/19  Reflect Scientific Inc            10-Q        9/30/19   29:1.4M                                   Goff Shelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarter Report on Form 10Q for the Quarter Ended    HTML    186K 
                September 30, 2019                                               
 3: EX-31       302 Certification of Keith Merrell                  HTML     15K 
 2: EX-31       302 Certification of Kim Boyce                      HTML     15K 
 4: EX-32       906 Certification                                   HTML     12K 
24: R1          Document and Entity Information                     HTML     60K 
11: R2          Condensed Consolidated Balance Sheets               HTML     90K 
18: R3          Condensed Consolidated Balance Sheets -             HTML     29K 
                Parenthetical                                                    
26: R4          Condensed Consolidated Statements of Operations     HTML     60K 
25: R5          Consolidated Statements of Stockholders' Equity     HTML     64K 
12: R6          Condensed Consolidated Statements of Cash Flows     HTML     77K 
19: R7          Organization, Consolidation and Presentation of     HTML     52K 
                Financial Statements                                             
27: R8          Going Concern                                       HTML     15K 
23: R9          Leases                                              HTML     30K 
16: R10         Subsequent Events                                   HTML     14K 
14: R11         Organization, Consolidation and Presentation of     HTML     77K 
                Financial Statements (Policies)                                  
21: R12         Organization, Consolidation and Presentation of     HTML     30K 
                Financial Statements (Tables)                                    
29: R13         Leases (Tables)                                     HTML     33K 
15: R14         Organization, Consolidation and Presentation of     HTML     36K 
                Financial Statements (Details)                                   
13: R15         Going Concern (Details)                             HTML     15K 
20: R16         Leases (Details)                                    HTML     46K 
28: XML         IDEA XML File -- Filing Summary                      XML     43K 
17: EXCEL       IDEA Workbook of Financial Reports                  XLSX     26K 
 6: EX-101.INS  XBRL Instance -- rscf-20190930                       XML    316K 
 8: EX-101.CAL  XBRL Calculations -- rscf-20190930_cal               XML     40K 
 9: EX-101.DEF  XBRL Definitions -- rscf-20190930_def                XML     63K 
10: EX-101.LAB  XBRL Labels -- rscf-20190930_lab                     XML    300K 
 5: EX-101.PRE  XBRL Presentations -- rscf-20190930_pre              XML    233K 
 7: EX-101.SCH  XBRL Schema -- rscf-20190930                         XSD     37K 
22: ZIP         XBRL Zipped Folder -- 0001548123-19-000223-xbrl      Zip     38K 

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 September 30, 2019

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of class

Ticker symbol

Name of exchange on which registered

None

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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer   [  ]

Accelerated filer                    [  ]

Non-accelerated filer      [X]

Smaller reporting company   [X]

Emerging growth company   [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]

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

Yes [  ]   No [X]

1

---

Indicate by check mark whether the Registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File required to be submitted 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 such files).  

Yes [X]   No [  ]

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.

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 November 18, 2019

79,108,086 shares of $0.01 par value common stock on November 18, 2019

2

---

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

PART II – OTHER INFORMATION

3

---

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Reflect Scientific, Inc.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

September 30, 2019

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 10-K for the period ended December 31, 2018, accompanying notes, and with the historical financial information of the Company.

4

---

REFLECT SCIENTIFIC, INC.

Condensed Consolidated Balance Sheets

ASSETS

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

5

---

REFLECT SCIENTIFIC, INC.

Condensed Consolidated Balance Sheets (Continued)

LIABILITIES AND STOCKHOLDERS’ EQUITY

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 September 30,							For the Nine Months Ended September 30,
			2019			2018		2019			2018
REVENUES	$	366,431		$	359,151		$		977,312	$	1,119,491
COST OF GOODS SOLD		101,366			151,178				300,901		381,015
GROSS PROFIT		265,065			207,973				676,411		738,476
OPERATING EXPENSES
Salaries and wages		113,611			128,339				343,924		400,873
Rent expense		8,977			6,379				28,173		27,830
Research and development expense		75,417			34,542				105,040		49,447
General and administrative expense		63,823			80,832				220,935		421,469
Total Operating Expenses		261,828			250,090				698,072		899,619
OPERATING INCOME (LOSS)		3,237			(42,117)				(21,661)		(161,143)
OTHER INCOME (EXPENSE)
Total Other Income (Expenses)		(1,716)			(456)				(583)		(456)
NET INCOME (LOSS) BEFORE TAXES		1,521			(42,573)				(22,244)		(161,599)
Income tax benefit (expense)		-			-				-		-
NET INCOME (LOSS)	$	1,521		$	(42,573)		$		(22,244)	$	(161,599)
NET INCOME (LOSS) PER SHARE – BASIC AND DILUTED	$	0.00		$	(0.00)		$		(0.00)	$	(0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		79,108,086			76,512,086				79,108,086		73,959,705

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

7

---

REFLECT SCIENIFIC, INC.

Consolidated Statements of Shareholders’ Equity (Deficit)

For the Nine Months Ended September 30, 2019

	Common Stock		Additional Paid-In Capital	Accumulated Deficit	Total
	Shares	Amount
Balance, December 31, 2018	79,108,086	$ 791,081	$ 20,027,369	$ (20,300,707)	$ 517,743
Net loss for the three-month period ended March 31, 2019	-	-	-	(5,535)	(5,535)
Balance, March 31, 2019	79,108,086	791,081	20,027,369	(20,306,242)	512,208
Net loss for the three-month period ended June 30, 2019	-	-	-	(18,230)	(18,230)
Balance, June 30, 2019	79,108,086	$  791,081	$ 29,027,369	$ (20,324,472)	$ 493,978
Net income for the three-month period ended September 30, 2019	-	-	-	1,521	1,521
Balance, September 30, 2019	79,108,086	$ 791,081	$ 20,027,369	$ (20,322,951)	$495,499

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

8

---

REFLECT SCIENIFIC, INC.

Consolidated Statements of Shareholders’ Equity (Deficit)

For the Nine Months Ended September 30, 2018

	Common Stock		Additional Paid-In Capital	Accumulated Deficit	Total
	Shares	Amount
Balance, December 31, 2017	71,312,086	$ 713,121	$ 19,793,489	$(20,051,184)	$ 455,426
Net income for the three-month period ended March 31, 2018	-	-	-	98,721	98,721
Balance, March 31, 2018	71,312,086	713,121	19,793,489	(19,952,463)	554,147
Stock issued for consulting services	4,200,000	42,000	126,000	-	168,000
Stock issued for compensation	1,000,000	10,000	30,000	-	40,000
Net loss for the three-month period ended June 30, 2018	-	-	-	(217,747)	(217,747)
Balance, June 30, 2018	76,512,086	$ 765,121	$19,949,489	$(20,170,210)	$ 544,400
Net loss for the three-month period ended September 30, 2018	-	-	-	(42,573)	(42,573)
Balance, September 30, 2018	76,512,086	$ 765,121	$ 19,949,489	$ (20,212,783)	$ 501,827

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

9

---

REFLECT SCIENTIFIC, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

For the

Nine Months Ended

September 30,

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

10

---

REFLECT SCIENTIFIC, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2019

(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, 2018 financial statements.  Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

NOTE 2 -

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND LINE 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.

Reflect Scientific designs, develops and sells scientific equipment for the Life Science and Manufacturing industries. The Company’s business activities include the manufacture and distribution of unique laboratory consumables and disposables such as filtration and purification products, customized sample handling vials, electronic wiring assemblies, high temperature silicone, graphite and vespel/graphite sealing components for use by original equipment manufacturers (“OEM”) in the chemical analysis industries, primarily in the field of gas/liquid chromatography.  

SIGNIFICANT ACCOUNTING POLICIES:

PRINCIPLES OF CONSOLIDATION: The accompanying consolidated financial statements include the accounts of Reflect Scientific, Inc. and its wholly owned subsidiary, Cryometrix. Intercompany transactions and accounts have been eliminated in consolidation.

11

---

REFLECT SCIENTIFIC, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2019

(Unaudited)

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

REVENUE RECOGNITION.

We have applied the new revenue standard to all contracts from the date of initial application.  We recognize revenue when or as we satisfy a performance obligation.  We generally satisfy performance obligations at a point in time upon shipment of goods or, with our freezers, upon final acceptance of the unit by the customer, in accordance with the terms of each contract with the customer.  

A part of our customer base is made up of international customers.  The table below allocates revenue between domestic and international customers.  

12

---

REFLECT SCIENTIFIC, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2019

(Unaudited)

ACCOUNTS RECEIVABLE:  Accounts receivables are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. At September 30, 2019 and December 31, 2018, the Company had accounts receivable, net of the allowance, of $40,689 and $155,543, respectively.  At September 30, 2019 and December 31, 2018, the allowance for doubtful accounts was $4,000 and $4,000, respectively.

INVENTORY:

Inventories are presented net of an allowance for obsolescence and are stated at the lower of cost or market value based upon the average cost inventory method.  The Company’s inventory consists of parts for scientific vial kits, refrigerant gases, components for detectors and ultra-low temperature freezers which it builds and other scientific items. At September 30, 2019 and December 31, 2018, the Company had inventory consisting of finished goods, net of allowance, of $182,724 and $142,325, respectively. At September 30, 2019 and December 31, 2018, the allowance for obsolescence was $86,339 and 86,339, respectively.

INTANGIBLE ASSETS:  Costs to obtain or develop patents are capitalized and amortized over the life of the patents. Patents are amortized from the date the Company acquires or is awarded the patent over their estimated useful lives, which range from 5 to 15 years.  An impairment charge is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair value of the intangible assets as determined by projected discounted net future cash flows. As of September 30, 2019 and December 31, 2018, all of the intangible assets were fully amortized.

GOODWILL: Goodwill represents the excess of the Company’s acquisition cost over the fair value of net assets of the acquisition. Goodwill is not amortized, but is tested for impairment annually, or when a triggering event occurs. As described in ACS 360, the Company has adopted the goodwill impairment analysis that includes quantitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. A fair-value-based test is applied at the overall Company level. The test compares the estimated fair value of the Company at the date of the analysis to the carrying value of its net assets. The analysis also requires various judgments and estimates, including general and macroeconomic conditions, industry and the Company’s targeted market conditions, as well as relevant entity-specific events, such as a change in the market for the Company’s products and services. After considering the qualitative factors that would indicate a need for interim impairment of goodwill and applying the two-step process described in ASC 360, management has determined that the value of Company’s assets is not more likely than not less than the carrying value of the Company including goodwill, and that no impairment charge needs be recognized during the reporting periods.

13

---

 

REFLECT SCIENTIFIC, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2019

(Unaudited)

LEASES: In February of 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-02 - Leases (Topic 842), which significantly amends the way companies are required to account for leases. Under the updated leasing guidance, some leases that did not have to be reported previously are now required to be presented as an asset and liability on the balance sheet. In addition, for certain leases, what was previously classified as an operating expense must now be allocated between amortization expense and interest expense. The Company adopted this update as of January 1, 2019 using the modified retrospective transition method. Prior periods have not been restated. Upon implementation, the Company recognized an initial right-of-use asset of $95,087 and lease liability of $95,087. Due to the simplistic nature of the Company's leases, no change to retained earnings was required. See Note 4 for further details.

RESEARCH AND DEVELOPMENT EXPENSE - The Company accounts for research and development costs in accordance with the Financial Accounting Standards Board's Accounting Standard Codification Topic 730 “Research and Development".  Under ASC 730, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred.  Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved.  Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. 

NET INCOME (LOSS) PER SHARE: The computation of basic profit and loss per share of common stock is based on the weighted average number of shares outstanding during the period.  Diluted EPS is computed by dividing net earnings by the weighted-average number of common shares and dilutive common stock equivalents during the period.  Common stock equivalents are not used in calculating dilutive EPS when their inclusion would be anti-dilutive.  At September 30, 2019 and 2018, the Company had no common stock equivalents.

RECENT ACCOUNTING PRONOUNCEMENTS:   In March 2019 the Financial Accounting Standards Board issued ASU No. 2019-01 “Leases”, a clarification of the guidance issued in February 2016, ASU No. 2016-02, “Leases” Topic 842.  The Company adopted this standard effective January 2019. The adoption of this standard resulted in recording right-of-use assets and lease liabilities on its balance sheet.  The adoption was made on a prospective basis and, as a result, prior period amounts were not adjusted to reflect the impact of the updated guidance.  The adoption of this new accounting guidance did not have a significant impact on our financial statements.

June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for nonemployee share-based payment transactions by expanding the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. Under the new standard, most of the guidance on stock compensation payments to nonemployees would be aligned with the requirements for share-based

14

---

REFLECT SCIENTIFIC, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2019

(Unaudited)

payments granted to employees. This standard became effective for us on January 1, 2019. The adoption of this standard did not have a material impact on our consolidated financial statements.

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.

NOTE 3 -   GOING CONCERN

The Company continues to accumulate significant operating losses and has an accumulated deficit of $20,322,951 at September 30, 2019.  These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.  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 is seeking additional funding through the capital markets to facilitate the settlement of the remaining debentures, as well as to provide operating capital for its operations.  However, there is no assurance that additional funding will be available on acceptable terms, if at all.

 

NOTE 4 -   LEASES

We adopted ASC 842 using the modified retrospective approach, which allows us not to restate our comparative periods prior to the adoption of the standard on January 1, 2019.  As a result, prior period presented before this adoption are not adjusted to reflect the effect of this new standard.

We have operating leases for our office and warehouse facility as well as for an automobile.  We used the lease termination dates of November 30, 2020 for the building and July 7, 2021 for the automobile to calculate right of use (“ROU”) assets and lease liabilities.  

The following was included in our consolidated condensed balance sheet as of September 30, 2019:

Leases

As of September 30, 2019

Assets

ROU operating lease assets

$  61,137

Liabilities

Operating lease liabilities – current portion

$  48,765

Operating lease liabilities

    12,877

                Total operating lease liabilities                            $  61,642

15

---

     

REFLECT SCIENTIFIC, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2019

(Unaudited)

We recognize lease expense on a straight-line basis over the term of the lease.  

Nine Months Ended

Lease Cost

September 30, 2019

Operating lease cost

Administrative expenses

$       5,754

Rent expense

       

       28,173

Total operating lease cost

$     33,927

Our building lease does not specify an implicit rate of interest.  Therefore, we estimate our incremental borrowing rate, which is defined as the interest rate we would pay to borrow on a collateralized basis, considering such factors as length of lease term and the risks of the economic environment in which the leased asset operates.  As of September 30, 2019, the following disclosures for remaining lease term and incremental borrowing rates were applicable:

Nine Months Ended

Supplemental Disclosures

September 30, 2019

Weighted average remaining lease term

1.29 years

Weighted average discount rate

  7%

As of September 30, 2019, maturities of operating lease liabilities were the following:

Amounts under

Years ended December 31,

operating leases

Remaining 2019

$  12,749

2020

    48,160

2021

      3,774

Total lease payments

    64,682

Less imputed interest

     (3,040)

Total

$  61,642

NOTE 5 -   SUBSEQUENT EVENTS

In accordance with ASC 855-10 management reviewed all material events through the date of this report.  There are no material subsequent events to report.

16

---

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 has adopted the new revenue recognition and lease accounting standards. The Company believes there have been no other significant changes during the nine-month period ended September 30, 2019, 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, 2018.

17

---

Plan of Operation and Business Growth

Our efforts continue to be focused on increasing the sales of our life science consumables while, at the same time, working to enhance the design of our liquid nitrogen refrigeration products.  Of those liquid nitrogen refrigeration products, the ultra-low temperature freezer is receiving highest priority.  We have received positive feedback of the improvements and enhancements made to the design of the ultra-low temperature freezer.  We also continue work on the refrigerated trailer, or “reefer.”  

We are receiving considerable interest in our latest product introduction, which is an ultra-cold chiller used in the manufacture of CBD oil.  This unit improves the efficiency of the manufacturing process and enables the production of a higher purity in the CBD oil produced.

 

Concurrent with the development and commercialization of the above products, we have completed our on-line catalog and are making progress in enrolling new distributors for our consumable products.  

An analysis of operating results for the three months ended September 30, 2019 and 2018 follows.

Results of Operations

Three Months Ended September 30, 2019 and 2018

		For the three months ended September 30,
		2019		2018		Change
Revenues	$	366,431	$	359,151	$	7,280
Cost of goods sold		101,366		151,178		(49,812)
Gross profit		265,065		207,973		57,092
Operating expenses		261,828		250,090		11,738
Other expense		1,716		456		1,260
Net profit (loss)	$	1,521	$	(42,573)	$	44,094

Revenues increased during the three-month period ended September 30, 2019, to $366,431 from $359,151 for the three-month period ended September 30, 2018, an increase of $7,280  The increase results primarily from increased sale of ultra-low temperature freezers.  We are continuing work to increase our market penetration in the ultra-low temperature freezer market and in the ultra-cold chiller.

Cost of goods decreased in the quarter ending September 30, 2019, as compared to September 30, 2018, to $101,366 from $151,178, a decrease of $49,812. We realized a gross profit percentage of 72% for the three months ended September 30, 2019, compared to 58% for the three months ended September 30, 2018.  The gross profit percentage is dependent on the mix of product sales, which varies from quarter to quarter.  The increases sale of freezers during this period provided the higher margins.  We continue to actively work to obtain more favorable pricing from our vendors in order to increase the margins realized on all product lines.  

Operating expenses increased to $261,828 in the three months ended September 30, 2019, an increase of

18

---

$11,738 over the expenses of $250,090 incurred in the three-month period ended September 30, 2018. The increase results from small increases in a number of expense accounts.  While we continue to monitor and minimize operating costs, we also realize that certain levels of expenditures are required in order to commercialize the products and achieve market penetration.  

Research and development expenses for the three months ended September 30, 2019 were $75,417, an increase of $40,875 in expenses for the same period in 2018, due to development work  on the ultra-cold CBD oil chiller.  R&D expenses are expected to remain above the prior year level as work continues to commercialize this unit.

Net income for the three-month period ended September 30, 2019 was $1,521, which compares to a net loss of $42,573 for the three-month period ended September 30, 2018.  Management continues to look for opportunities to increase sales, improve gross margins and control ongoing operating expenses.

The net income of $1,521 for the three-month period ended September 30, 2019 represents income of $0.00 per share.  This compares to the net loss of $42,573, or loss of $0.00 per share, for the three months ended September 30, 2018.

Nine Months Ended September 30, 2019 and 2018

		For the nine months ended September 30,
		2019		2018		Change
Revenues	$	977,312	$	1,119,491	$	(142,179)
Cost of goods sold		300,901		381,015		(80,114)
Gross profit		676,411		738,476		(62,065)
Operating expenses		698,072		899,619		(201,547)
Other income (expense)		583		456		127
Net loss	$	(22,244)	$	(161,599)	$	(139,355)

Revenues decreased during the nine months ended September 30, 2019, to $977,312 from $1,119,491 for the nine months ended September 30, 2018, a decrease of $142,179.  The decrease results primarily lower sales of specialty lab supplies. We are continuing work to increase our sales of specialty lab products.

Cost of goods decreased in the quarter ending September 30, 2019, as compared to September 30, 2018, to $300,901 from $381,015 a decrease of $80,114. We realized a gross profit percentage of 69% for the nine months ended September 30, 2019, compared to 69% for the nine months ended September 30, 2018. The gross profit percentage is dependent on the mix of product sales, which varies from quarter to quarter.  We continue to actively work to obtain more favorable pricing from our vendors in order to increase the margins realized on all product lines.  

Operating expenses decreased to $698,072 in the nine months ended September 30, 2019, a decrease of $201,547 over the expenses of $899,619 incurred in the nine-month period ended September 30, 2018. The decrease results primarily from stock-based consulting fees and stock-based compensation paid in 2018. While we continue to monitor and minimize operating costs, we also realize that certain levels of expenditures are required in order to commercialize the products and achieve market penetration.  

19

---

Research and development expenses for the nine months ended September 30, 2019 were $105,040, an increase of $55,593 in expenses for the same period in 2018, due to development work  on the ultra-cold CBD oil chiller.  R&D expenses are expected to remain above the prior year level as work continues to commercialize this unit.

The net loss for the nine-month period ended September 30, 2019 was $22,244, which compares to a net loss of $161,599 for the nine-month period ended September 30, 2018.  Management continues to look for opportunities to increase sales, improve gross margins and control ongoing operating expenses.

The net loss of $22,244 for the nine-month period ended September 30, 2019 represents a loss of $0.00 per share.  This compares to the net loss of $161,599, or $0.00 per share, for the nine months ended September 30, 2018.

Seasonality and Cyclicality

We do not believe our business is cyclical.

Liquidity and Capital Resources

Our cash resources at September 30, 2019, were $457,094, with accounts receivable of $40,689, net of allowance, and inventory of $182,724, net of allowance. Our working capital on September 30, 2019, was $379,358.  Working capital on December 31, 2018 was $446,877.

For the nine-month period ended September 30, 2019, net cash provided by operating activities was $237,535 which compares to $67,371 net cash used in operating activities for the nine-month period ended September 30, 2018.  

Off-Balance Sheet Arrangements

None.

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

20

---

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 Principal Financial Officer have concluded that our disclosure controls and procedures are not effective at that reasonable assurance level as of the end of the period covered by this report based upon our current level of transactions and staff.  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

(b)

Changes in Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act.  Management reviewed our internal controls over financial reporting, and there have been no changes in our internal controls over financial reporting for the nine-month period ended September 30, 2019 that have materially affected, or are like to affect, our internal controls over financial reporting.

 

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

None; not applicable.

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 nine months ended September 30, 2019, we have not purchased any equity securities nor have any officers or directors of the Company.

ITEM 3.  Defaults Upon Senior Securities

None

ITEM 4.  Mine Safety Disclosure

Not applicable.

21

---

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, 2008*
4.2	Form of Purchasers Warrant	8-K Current Report dated June 29, 2008*
4.3	Registration Rights Agreement	8-K Current Report dated June 29, 2008*
4.4	Form of Placement Agreement	8-K Current Report dated June 29, 2008*
10.1	Securities Purchase Agreement	8-K Current Report dated June 29, 2008*
10.2	Placement Agent Agreement	8-K Current Report dated June 29, 2008*
14	Code of Ethics	December 31, 2003 10-KSB Annual Report*
21	Subsidiaries of the Company	December 31, 2004 10-KSB Annual Report*

Exhibit No.	Title of Document	Location if other than attached hereto
31.1	302 Certification of Kim Boyce
31.2	302 Certification of Keith Merrell
32	906 Certification

Exhibits

Additional Exhibits Incorporated by Reference

* Previously filed and incorporated by reference.

23

---

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:

November 18, 2019

By:  /s/ Kim Boyce

       Kim Boyce, CEO, President and Director

Date:

November 18, 2019

By:  /s/ Tom Tait

        Tom Tait, Vice President and Director

Date:

November 18, 2019

By:  /s/ Keith Merrell

        Keith Merrell, CFO, Principal Financial Officer

24

---