REFLECT SCIENTIFIC, INC. - Quarter Report: 2023 March (Form 10-Q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10−Q

 

(Mark One)

 

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: March 31, 2023

 

or

 

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 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 incorporation or organization)		(I.R.S. Employer Identification No.)

 

1266 South 1380 West, Orem, UT		84058
(Address of principal executive offices)		(Zip Code)

 

(801) 226-4100

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and formal fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act: 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 ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions 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 ☒		Smaller reporting company ☒
		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 comply 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 ☒

 

As of May 11, 2023, there were 85,214,086 common shares of the registrant issued and outstanding. 

 

 

 

 

 

 

REFLECT SCIENTIFIC, INC.

 

Quarterly Report on Form 10-Q

 Period Ended March 31, 2023

 

 

TABLE OF CONTENTS

 

PART I

FINANCIAL INFORMATION

 

Item 1:	Financial Statements	2
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3:	Quantitative and Qualitative Disclosure about Market Risk	15
Item 4:	Controls and Procedures	15

 

PART II

OTHER INFORMATION

 

Item 1:	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3:	Defaults Upon Senior Securities	15
Item 4:	Mine Safety Disclosure	16
Item 5:	Other Information	16
Item 6:	Exhibits	16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I

FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

 

REFLECT SCIENTIFIC, INC.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

		Page
Condensed Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022		3
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (Unaudited)		4
Condensed Consolidated Statements of Stockholders’ Equity for the Three Ended March 31, 2023 and 2022 (Unaudited)		5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (Unaudited)		6
Notes to Condensed Consolidated Financial Statements (Unaudited)		7

 

 

 

  REFLECT SCIENTIFIC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		March 31, 2023				December 31, 2022
		(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents		$	1,199,069			$	1,381,927
Accounts receivable, net			108,368				129,329
Inventories, net			850,620				797,352
Prepaid expenses and other current assets			6,000				20,221
Total Current Assets			2,164,057				2,328,829
Operating lease right-of-use assets			39,736				54,265
Goodwill			60,000				60,000
Other long-term assets			3,100				3,100
TOTAL ASSETS		$	2,266,893			$	2,446,194
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses		$	68,196			$	78,969
Customer deposits			810				13,230
Current portion of operating lease liabilities			42,249				57,393
Total Current Liabilities			111,255				149,592
TOTAL LIABILITIES			111,255				149,592
Stockholders' Equity
Preferred Stock, $0.01 par value, 5,000,000 shares authorized; none issued and outstanding as of March 31, 2023 and December 31, 2022			-				-
Common shares, $0.01 par value, 100,000,000 shares authorized; 85,214,086 shares issued and outstanding as of March 31, 2023 and December 31, 2022			852,140				852,140
Additional paid-in capital			20,259,056				20,252,181
Accumulated deficit			(18,955,558	)			(18,807,719	)
TOTAL STOCKHOLDERS’ EQUITY			2,155,638				2,296,602
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	2,266,893			$	2,446,194

 

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

 

 

 

 REFLECT SCIENTIFIC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		Three Months Ended March 31,
		2023				2022
Revenues		$	241,127			$	753,576
Cost of goods sold			113,633				234,289
Gross profit			127,494				519,287
Operating Expenses
Salaries and wages			162,275				170,279
General and administrative			106,992				117,178
Research and development			6,066				25,325
Total Operating Expenses			275,333				312,782
INCOME (LOSS) FROM OPERATIONS			(147,839	)			206,505
NET INCOME (LOSS) BEFORE INCOME TAXES			(147,839	)			206,505
INCOME TAX BENEFIT (EXPENSE)			-				-
NET INCOME (LOSS)		$	(147,839	)		$	206,505
Earnings (loss) per common share
Basic		$	(0.00	)		$	0.00
Diluted		$	(0.00	)		$	0.00
Weighted average shares outstanding
Basic			85,214,086				84,989,086
Diluted			85,214,086				85,739,086

 

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

 

 

 

 

REFLECT SCIENTIFIC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

Three Months Ended March 31, 2023

 

		Common Shares								Additional Paid-In				Accumulated				Total Stockholders’
		Shares				Amount				Capital				Deficit				Equity
Balance at December 31, 2022			85,214,086			$	852,140			$	20,252,181			$	(18,807,719	)		$	2,296,602
Stock-based compensation			-				-				6,875				-				6,875
Net loss			-				-				-				(147,839	)			(147,839	)
Balance at March 31, 2023			85,214,086			$	852,140			$	20,259,056			$	(18,955,558	)		$	2,155,638

 

 

 Three Months Ended March 31, 2022

 

		Common Shares								Additional Paid-In				Accumulated				Total Stockholders’
		Shares				Amount				Capital				Deficit				Equity
Balance at December 31, 2021			84,989,086			$	849,890			$	20,226,931			$	(18,897,115	)		$	2,179,706
Stock-based compensation			-				-				12,844				-				12,844
Net income			-				-				-				206,505				206,505
Balance at March 31, 2022			84,989,086			$	849,890			$	20,239,775			$	(18,690,610	)		$	2,399,055

 

 

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

 

 

 

 

REFLECT SCIENTIFIC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS

(UNAUDITED)

 

 

		Three Months Ended March 31,
		2023				2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$	(147,839	)		$	206,505
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Stock-based compensation			6,875				12,844
Amortization of right-of-use assets			14,529				13,871
Changes in operating assets and liabilities:
Accounts receivable			20,961				(57,680	)
Inventories			(53,268	)			(71,121	)
Prepaid expenses and other current assets			14,221				27,796
Accounts payable and accrued expenses			(10,773	)			16,609
Customer deposits			(12,420	)			(29,563	)
Operating lease liabilities			(15,144	)			(13,652	)
Net cash (used in) provided by operating activities			(182,858	)			105,609
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by investing activities			-				-
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities			-				-
NET CHANGE IN CASH AND CASH EQUIVALENTS			(182,858	)			105,609
CASH AND CASH EQUIVALENTS
Beginning of the period			1,381,927				1,473,924
End of the period		$	1,199,069			$	1,579,533
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-

 

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

 

 

REFLECT SCIENTIFIC, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(Unaudited)

 

 

NOTE 1—BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements of Reflect Scientific, Inc. (the “Company,” “we,” “us,” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all information and footnotes required by GAAP for complete financial statements. The December 31, 2022 consolidated balance sheet data was derived from audited financial statements but do not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 31, 2023. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

 

NOTE 2—RECENT ACCOUNTING PRONOUNCEMENTS

 

The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company has evaluated all recent accounting pronouncements and determined that the adoption of pronouncements applicable to the Company has not had or is not expected to have a material impact on the Company's condensed consolidated financial statements.

 

 NOTE 3—DISAGGREGATION OF REVENUES

 

Our revenue is disaggregated based on product category and geographical region. We recognize revenue from the sale of scientific equipment for the life sciences and manufacturing industries. Our products range from non-mechanical Cyrometrix freezers, chillers, and original equipment manufacturer (“OEM”) value-added products and components for the life sciences industry.

 

The Company’s revenues for the three months ended March 31, 2023 and 2022 are disaggregated as follows:

 

		Three Months Ended March 31, 2023
		United States				International				Total
Revenues
Freezers and chillers		$	45,250			$	-			$	45,250
OEM and other			127,880				67,997				195,877
Total Revenues		$	173,130			$	67,997			$	241,127

 

 

		Three Months Ended March 31, 2022
		United States				International				Total
Revenues
Freezers and chillers		$	348,458			$	153,236			$	501,694
OEM and other			172,443				79,439				251,882
Total Revenues		$	520,901			$	232,675			$	753,576

 

NOTE 4—INVENTORIES

 

Inventories at March 31, 2023 and December 31, 2022 consisted of the following:

 

		March 31, 2023				December 31, 2022
Finished goods		$	363,010			$	376,334
Raw materials			593,654				527,062
Total inventories			956,664				903,396
Less reserve for obsolescence			(106,044	)			(106,044	)
Total inventories, net		$	850,620			$	797,352

 

Inventory balances are composed of finished goods. Raw materials and work in process inventory are immaterial to the condensed consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTE 5—LEASES

 

The following was included in our condensed consolidated balance sheet at March 31, 2023 and December 31, 2022:

 

		March 31, 2023				December 31, 2022
Operating lease right-of-use assets		$	39,736			$	54,265
Lease liabilities, current portion			42,249				57,393
Lease liabilities, long-term			-				-
Total operating lease liabilities		$	42,249			$	57,393
Weighted-average remaining lease term (months)			8				11
Weighted average discount rate			5.25%				5.25%

 

Total lease expense for the three months ended March 31, 2023 and 2022 is as follows:

 

		Three Months Ended       March 31,
		2023				2022
Operating lease expense		$	15,216			$	15,216
Variable lease expense			4,437				2,393
Total lease expense		$	19,653			$	17,609

 

As of March 31, 2023, maturities of operating lease liabilities were as follows:

 

Year Ending December 31,		Amount
2023 – remaining		$	43,089
Less: imputed interest			(840	)
Total operating lease liabilities		$	42,249

  

NOTE 6—STOCKHOLDERS’ EQUITY

 

Common Stock

 

As of March 31, 2023, the Company was authorized to issue 100,000,000 common shares. As of March 31, 2023 and December 31, 2022, the Company had 85,214,086 common shares issued and outstanding.

 

Restricted Stock Awards

 

Below is a table summarizing the changes in restricted stock awards outstanding during the three months ended March 31, 2023: 

 

		Restricted Stock Awards				Weighted- Average Exercise Price
Outstanding at December 31, 2022			450,000			$	0.11
Granted			-				-
Vested			-				-
Forfeited			-				-
Outstanding at March 31, 2023			450,000			$	0.11

  

 

Stock-based compensation expense of $6,875 and $12,844 was recorded during the three months ended March 31, 2023 and 2022, respectively.

 

As of March 31, 2023, the remaining unrecognized stock-based compensation expense related to non-vested restricted stock awards is $48,125 and is expected to be recognized over 1.75 years.

 

NOTE 7—EARNINGS (LOSS) PER SHARE

 

The computation of weighted average shares outstanding and the basic and diluted earnings per share for the three months ended March 31, 2023 and 2022 consisted of the following:

 

		Three Months Ended March 31,
		2023				2022
Net income (loss)		$	(147,839	)		$	206,505
Weighted average shares outstanding			85,214,086				84,989,086
Basic earnings (loss) per share		$	(0.00	)		$	0.00
Weighted average shares outstanding			85,214,086				84,989,086
Effect on dilutive stock awards			-				750,000
Total potential shares outstanding			85,214,086				85,739,086
Diluted earnings (loss) per share		$	(0.00	)		$	0.00

 

For the three months ended March 31, 2023,there were 450,000 common share equivalents excluded from the diluted earnings per share calculation as their effect is anti-dilutive.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following management’s discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial condition. The following financial information is derived from our financial statements and should be read in conjunction with such financial statements and notes thereto set forth elsewhere herein.

 

Use of Terms

 

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our” and the “Company” refer to Reflect Scientific, Inc., and its consolidated subsidiaries.

 

Special Note Regarding Forward Looking Statements

 

This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

 

●

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.

 

 

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results.

 

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

 

 

The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

 

Overview

 

Reflect Scientific is engaged in the manufacture and distribution of innovative products targeted at the life science market. Our customers include hospitals, diagnostic laboratories, pharmaceutical and biotech companies, cold chain management, universities, government and private sector research facilities, chemical and industrial companies.

 

Our goal is to provide our customers with the best solution for their needs. This philosophy extends into our business strategies and acquisition plans. Through a series of strategic acquisitions, we acquired technology that has enabled us to expand our line of products to align with, and capitalize on, market needs. Our growing product portfolio includes ultra-low temperature freezers, blast freezers, solvent chillers and refrigerated transportation in addition to supplying OEM products to the life sciences industry.

 

Our Cryometrix brand ultra-low temperature and blast freezers innovative design enables our customers to save substantially on energy costs related to cryogenic storage. Ultra-low temperature freezers are used worldwide for the storage of vaccines, DNA, RNA, proteins and many other biological and chemical substances. There is a growing need for energy efficient, reliable ultra-low temperature storage units. Our Cryometrix freezers are targeted to this growing market and we have had tremendous success in blood storage and pharmaceutical manufacturing applications. The application of this technology for use in refrigerated trailers (commonly called “reefers”) used to transport goods which need to be maintained in a cold environment significantly broadens the market for this technology. The utilization of this technology in reefers eliminates the current method of cooling, which uses engines run on hydrocarbon fuels. The Cryometrix technology is pollutant free and is more efficient and cost effective than the technologies currently used. Reflect Scientific has added a new product line of solvent chillers. Solvent chillers are used in natural products extraction for optimizing product yield and purity.

 

Recent Developments

 

None.

 

Impact of Coronavirus Pandemic

 

Starting in late 2019, a novel strain of the coronavirus, or COVID-19, began to rapidly spread around the world and every state in the United States. Most states and cities have at various times instituted quarantines, restrictions on travel, “stay at home” rules, social distancing measures and restrictions on the types of businesses that could continue to operate, as well as guidance in response to the pandemic and the need to contain it. At this time, there continues to be significant volatility and uncertainty relating to the full extent to which the COVID-19 pandemic and the various responses to it will impact our business, operations and financial results.

 

The pandemic has impacted and may continue to impact some suppliers and manufacturers on some of our products. As a result, we have faced and may continue to face longer supply chain lead-times and higher logistics costs. Additionally, costs for raw materials have also started to increase due to availability, which could negatively affect its business and financial results.

 

The extent to which the pandemic may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including the effectiveness of vaccines and other treatments for COVID-19, and other new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic and capital markets environment, and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.

 

Critical Accounting Policies and Estimates

 

The preparation of the unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

 

For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 31, 2023.

 

During the three months ended March 31, 2023, there were no significant changes in our accounting policies and estimates.

 

Results of Operations

 

Comparison of the Three Months Ended March 31, 2023 and 2022

 

The following table sets forth key components of our results of operations during the three months ended March 31, 2023 and 2022, both in dollars and as a percentage of our revenues.

 

 

		Three Months Ended March 31,
		2023								2022
		Amount				% of Revenues				Amount				% of Revenues
Revenues		$	241,127				100.0	%		$	753,576				100.0	%
Cost of goods sold			113,633				47.1	%			234,289				31.1	%
Gross profit			127,494				52.9	%			519,287				68.9	%
Operating expenses
Salaries and wages			162,275				67.3	%			170,279				22.6	%
General and administrative			106,992				44.4	%			117,178				15.5	%
Research and development			6,066				2.5	%			25,325				3.4	%
Total operating expenses			275,333				114.2	%			312,782				41.5	%
Income (loss) from operations			(147,839	)			(61.3	)%			206,505				27.4	%
Net income before income taxes			(147,839	)			(61.3	)%			206,505				27.4	%
Income tax expense			-				-	%			-				-	%
Net income		$	(147,839	)			(61.3	)%		$	206,505				27.4	%

 

Revenues. Revenues decreased by $512,449, or 68.0%, to $241,127 for the three months ended March 31, 2023 from $753,576 for the three months ended March 31, 2022. The change was primarily due to a significant decrease in freezer and chiller sales and ongoing supply chain delays with manufacturers.

 

Cost of goods sold. Cost of good sold decreased by $120,656, or 51.5%, to $113,633 for the three months ended March 31, 2023 from $234,289 for the three months ended March 31, 2022. The change was primarily due to decreased freezer and chillers sales.

 

Gross profit. Our gross profit as a percentage of sales decreased to 52.9% for the three months ended March 31, 2023, compared to 68.9% for the three months ended March 31, 2022. The change in gross profit percentage was primarily due to the decrease in freezer and chiller sales (freezer and chillers have higher margins than other products) and increased product costs.

 

Salaries and wages. Salaries and wages decreased by $8,004, or 4.7%, to $162,275 for the three months ended March 31, 2023 from $170,279 for the three months ended March 31, 2022. Such decrease was primarily due to decreased headcount.

 

General and administrative. General and administrative expenses decreased by $10,186, or 8.7%, to $106,992 for the three months ended March 31, 2023 from $117,178 for the three months ended March 31, 2022. The lower expense level was not the result of significant savings in any one expense category but is, rather, the cumulative result of small savings in numerous expenses, offset by increased public filing and insurance costs.

 

Research and development. Research and development expenses decreased by $19,259, or 76.0%, to $6,066 for the three months ended March 31, 2023 from $25,325 for the three months ended March 31, 2022. The change was primarily a result of decreased enhancements to the ultra-cold CBD oil chiller during the quarter.

 

Net income (loss). As a result of the cumulative effect of the factors described above, our net loss was $147,839 for the three months ended March 31, 2023, as compared to net income of $206,505 for the three months ended March 31, 2022. Management continues to look for opportunities to increase sales, improve gross margins and control ongoing operating expenses.

 

Liquidity and Capital Resources

 

As of March 31, 2023 and December 31, 2022, our current assets exceeded current liabilities by $2,052,802 and $2,179,237, respectively, and we had cash and cash equivalents of $1,199,069 and $1,381,927, respectively. To date, we have financed our operations primarily through revenue generated from operations, cash proceeds from financing activities, borrowings, and equity contributions by our shareholders.

 

Summary of Cash Flow

 

The following table provides detailed information about our net cash flow for the period indicated:

 

		Three Months Ended March 31,
		2023				2022
Net cash (used in) provided by operating activities		$	(182,858	)		$	105,609
Net cash provided by investing activities			-				-
Net cash provided by financing activities			-				-
Net change in cash and cash equivalents			(182,858	)			105,609
Cash and cash equivalents at beginning of period			1,381,927				1,473,924
Cash and cash equivalents at end of period		$	1,199,069			$	1,579,533

 

Net cash used in operating activities was $182,858 for the three months ended March 31, 2023, as compared to net cash provided by operating activities of $105,609 for the three months ended March 31, 2022. Significant factors affecting operating cash flows was primarily a result of increased accounts payable and accrued expense payments and decreased net income during the three months ended March 31, 2023.

 

We continue working to enhance our on-line ordering system to increase sales, develop the market for our ultra-low temperature freezers, work with current vendors to obtain more favorable pricing, and locate new vendors to provide opportunities to further reduce our cost of goods.

 

We will continue to focus our efforts on our core business activities while pursuing capital resources and evaluating potential future acquisitions which fit within and enhance our core business.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including our chief executive officer and chief principal officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of March 31, 2023. Based upon, and as of the date of this evaluation, our chief executive officer and principal financial officer determined that there have been no changes in our internal controls over financial reporting as of March 31, 2023 to the material weaknesses described in Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, our disclosure controls and procedures were not effective.

 

PART II

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

ITEM 1A. RISK FACTORS.

 

Not applicable.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

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*

 

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

*	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.

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 11, 2023                                                        By: /s/ Kim Boyce

Kim Boyce, CEO, President and Director

 

Date: May 11, 2023                                                         By: /s/ Tom Tait

Tom Tait, Vice President and Director

 

Date: May 11, 2023                                                         By: /s/ Kim Boyce

Kim Boyce, CFO, Principal Financial Officer