REFLECT SCIENTIFIC, INC. - Quarter Report: 2023 September (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: September 30, 2023

☐ 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 November 8, 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 September 30, 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	11
Item 3:	Quantitative and Qualitative Disclosure about Market Risk	16
Item 4:	Controls and Procedures	16

PART II

OTHER INFORMATION

Item 1:	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3:	Defaults Upon Senior Securities	17
Item 4:	Mine Safety Disclosure	17
Item 5:	Other Information	17
Item 6:	Exhibits	18

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

REFLECT SCIENTIFIC, INC.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Page

Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022		3
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)		4
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)		5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)		6
Notes to Condensed Consolidated Financial Statements (Unaudited)		7

REFLECT SCIENTIFIC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2023			December 31, 2022
ASSETS	(Unaudited)

Current Assets
Cash and cash equivalents	$	1,339,446		$	1,381,927
Accounts receivable, net		120,182			129,329
Inventories, net		920,954			797,352
Prepaid expenses and other current assets		9,693			20,221
Total Current Assets		2,390,275			2,328,829

Operating lease right-of-use assets		252,955			54,265
Goodwill		60,000			60,000
Other long-term assets		3,100			3,100
TOTAL ASSETS	$	2,706,330		$	2,446,194

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued expenses	$	104,276		$	78,969
Customer deposits		273,834			13,230
Current portion of operating lease liabilities		56,298			57,393
Total Current Liabilities		434,408			149,592

Operating lease liabilities, net of current portion		197,358			-
TOTAL LIABILITIES		631,766			149,592

Stockholders' Equity
Preferred Stock, $0.01 par value, 5,000,000 shares authorized; none issued and outstanding as of September 30, 2023 and December 31, 2022		-			-
Common stock, $0.01 par value, 100,000,000 shares authorized; 85,214,086 shares issued and outstanding as of September 30, 2023 and December 31, 2022		852,140			852,140
Additional paid-in capital		20,272,806			20,252,181
Accumulated deficit		(19,050,382	)		(18,807,719	)
TOTAL STOCKHOLDERS’ EQUITY		2,074,564			2,296,602
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,706,330		$	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 September 30,					Nine Months Ended September 30,
	2023		2022			2023			2022
Revenues	$	525,874	$	253,233		$	891,385		$	1,562,424
Cost of goods sold		195,888		122,204			373,371			552,314
Gross profit		329,986		131,029			518,014			1,010,110

Operating Expenses
Salaries and wages		155,677		154,648			472,521			484,492
General and administrative		84,331		94,781			272,684			315,734
Research and development		9,082		14,820			20,528			58,474
Total Operating Expenses		249,090		264,249			765,733			858,700

INCOME (LOSS) FROM OPERATIONS		80,896		(133,220	)		(247,719	)		151,410

Other income		5,368		-			5,368			-

NET INCOME (LOSS) BEFORE INCOME TAXES		86,264		(133,220	)		(242,351	)		151,410
INCOME TAX EXPENSE		-		(702	)		(312	)		(702	)
NET INCOME (LOSS)	$	86,264	$	(133,922	)	$	(242,663	)	$	150,708

Earnings (loss) per common share
Basic	$	0.00	$	(0.00	)	$	(0.00	)	$	0.00
Diluted	$	0.00	$	(0.00	)	$	(0.00	)	$	0.00

Weighted average shares outstanding
Basic		85,214,086		84,989,086			85,214,086			84,989,086
Diluted		85,664,086		84,989,086			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 and Nine Months Ended September 30, 2023

	Common Stock				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
Stock-based compensation		-		-		6,875		-			6,875
Net loss		-		-		-		(181,088	)		(181,088	)
Balance at June 30, 2023		85,214,086	$	852,140	$	20,265,931	$	(19,136,646	)	$	1,981,425
Stock-based compensation		-		-		6,875		-			6,875
Net income		-		-		-		86,264			86,264
Balance at September 30, 2023		85,214,086	$	852,140	$	20,272,806	$	(19,050,382	)	$	2,074,564

Three and Nine Months Ended September 30, 2022

	Common Stock				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
Stock-based compensation		-		-		906		-			906
Net income		-		-		-		78,125			78,125
Balance at June 30, 2022		84,989,086	$	849,890	$	20,240,681	$	(18,612,485	)	$	2,478,086
Stock-based compensation		-		-		6,875		-			6,875
Net loss		-		-		-		(133,922	)		(133,922	)
Balance at September 30, 2022		84,989,086	$	849,890	$	20,247,556	$	(18,746,407	)	$	2,351,039

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

REFLECT SCIENTIFIC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(242,663	)	$	150,708
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation		20,625			20,625
Amortization of right-of-use assets		44,192			41,885
Changes in operating assets and liabilities:
Accounts receivable		9,147			60,088
Inventories		(123,602	)		(279,590	)
Prepaid expenses and other current assets		10,528			15,876
Accounts payable and accrued expenses		25,307			(7,479	)
Customer deposits		260,604			(109,552	)
Operating lease liabilities		(46,619	)		(41,779	)
Net cash used in operating activities		(42,481	)		(149,218	)

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		(42,481	)		(149,218	)

CASH AND CASH EQUIVALENTS
Beginning of the period		1,381,927			1,473,924
End of the period	$	1,339,446		$	1,324,706

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	$	-		$	-
Cash paid for income taxes		-			-

NON-CASH INVESTING AND FINANCING ACTIVITIES
Operating lease right-of-use asset and liability remeasurement	$	242,882		$	-

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

REFLECT SCIENTIFIC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(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 the 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 does 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 and nine months ended September 30, 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 September 30, 2023 and 2022 are disaggregated as follows:

	Three Months Ended September 30, 2023
	United States		International		Total
Revenues
Freezers and chillers	$	355,561	$	-	$	355,561
OEM and other		122,980		47,333		170,313
Total Revenues	$	478,541	$	47,333	$	525,874

	Three Months Ended September 30, 2022
	United States		International		Total
Revenues
Freezers and chillers	$	54,768	$	-	$	54,768
OEM and other		129,695		68,770		198,465
Total Revenues	$	184,463	$	68,770	$	253,233

The Company’s revenues for the nine months ended September 30, 2023 and 2022 are disaggregated as follows:

	Nine Months Ended September 30, 2023
	United States		International		Total
Revenues
Freezers and chillers	$	411,319	$	-	$	411,319
OEM and other		332,015		148,051		480,066
Total Revenues	$	743,334	$	148,051	$	891,385

	Nine Months Ended September 30, 2022
	United States		International		Total
Revenues
Freezers and chillers	$	712,930	$	153,236	$	866,166
OEM and other		497,742		198,516		696,258
Total Revenues	$	1,210,672	$	351,752	$	1,562,424

NOTE 4—INVENTORIES

Inventories at September 30, 2023 and December 31, 2022 consisted of the following:

	September 30,			December 31,
	2023			2022
Finished goods	$	297,768		$	376,334
Raw materials		729,230			527,062
Total inventories		1,026,998			903,396
Less reserve for obsolescence		(106,044	)		(106,044	)
Total inventories, net	$	920,954		$	797,352

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

NOTE 5—LEASES

The following was included in our condensed consolidated balance sheets at September 30, 2023 and December 31, 2022:

	September 30,			December 31,
	2023			2022
Operating lease right-of-use assets	$	252,955		$	54,265

Lease liabilities, current portion		56,298			57,393
Lease liabilities, long-term		197,358			-
Total operating lease liabilities	$	253,656		$	57,393

Weighted-average remaining lease term (months)		38			11
Weighted average discount rate		10.50	%		5.25	%

Total lease expense for the three and nine months ended September 30, 2023 and 2022 is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating lease expense	$	15,216	$	15,216	$	$45,648	$	45,648
Variable lease expense		5,300		1,334		16,939		5,122
Total lease expense	$	20,516	$	16,550	$	62,587	$	50,770

As of September 30, 2023, maturities of operating lease liabilities were as follows:

Year Ending December 31,	Amount
2023 – remaining	$	17,587
2024		85,309
2025		98,532
2026		101,708
Total		303,136
Less: imputed interest		(49,480	)
Total operating lease liabilities	$	253,656

NOTE 6—STOCKHOLDERS’ EQUITY

Common Stock

As of September 30, 2023, the Company was authorized to issue 100,000,000 common shares. As of September 30, 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 nine months ended September 30, 2023:

	Restricted Stock Awards		Weighted-Average Exercise Price
Outstanding at December 31, 2022		450,000	$	0.11
Granted		-		-
Vested		-		-
Forfeited		-		-
Outstanding at September 30, 2023		450,000	$	0.11

Stock-based compensation expense of $6,875 was recorded during the three months ended September 30, 2023 and 2022, respectively. Stock-based compensation expense of $20,625 was recorded during the nine months ended September 30, 2023 and 2022, respectively.

As of September 30, 2023, the remaining unrecognized stock-based compensation expense related to non-vested restricted stock awards is $34,375 and is expected to be recognized over 1.25 years.

NOTE 7—EARNINGS (LOSS) PER SHARE

The computation of the basic and diluted weighted average shares outstanding and the basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2023 and 2022 consisted of the following:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2023		2022			2023			2022
Net income (loss)	$	86,264	$	(133,922	)	$	(242,663	)	$	150,708
Basic weighted average shares outstanding		85,214,086		84,989,086			85,214,086			84,989,086
Basic earnings (loss) per share	$	0.00	$	(0.00	)	$	(0.00	)	$	0.00

Weighted average shares outstanding		85,214,086		84,989,086			85,214,086			84,989,086
Effect on dilutive stock awards		450,000		-			-			750,000
Diluted weighted average shares outstanding		85,664,086		84,989,086			85,214,086			85,739,086
Diluted earnings (loss) per share	$	0.00	$	(0.00	)	$	(0.00	)	$	0.00

For the nine months ended September 30, 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, 2022.

During the nine months ended September 30, 2023, there were no significant changes in our accounting policies and estimates.

Results of Operations

Comparison of the Three Months Ended September 30, 2023 and 2022

The following table sets forth key components of our results of operations during the three months ended September 30, 2023 and 2022, both in dollars and as a percentage of our revenues.

	Three Months Ended September 30,
	2023					2022
	Amount		% of Revenues			Amount			% of Revenues
Revenues	$	525,874		100.0	%	$	253,233			100.0	%
Cost of goods sold		195,888		37.2	%		122,204			48.3	%
Gross profit		329,986		62.8	%		131,029			51.7	%

Operating Expenses
Salaries and wages		155,677		29.6	%		154,648			61.1	%
General and administrative		84,331		16.0	%		94,781			37.4	%
Research and development		9,082		1.7	%		14,820			5.9	%
Total Operating Expenses		249,090		47.4	%		264,249			104.4	%

Income (loss) from operations		80,896		15.4	%		(133,220	)		(52.6)	%

Other income		5,368		1.0	%		-			-	%

Net income (loss) before income taxes		86,264		16.4	%		(133,220	)		(52.6)	%
Income tax expense		-		-	%		(702	)		(0.3)	%
Net income (loss)	$	86,264		16.4	%	$	(133,922	)		(52.9)	%

Revenues. Revenues increased by $272,641, or 107.7%, to $525,874 for the three months ended September 30, 2023, from $253,233 for the three months ended September 30, 2022. Such increase was primarily due to heightened demand for freezer and chiller sales, driven by an up tick in customer capital expenditure during the period.

Cost of goods sold. Cost of goods sold increased by $73,684, or 60.3%, to $195,888 for the three months ended September 30, 2023,from $122,204 for the three months ended September 30, 2022. Such increase was primarily due to increased freezer and chillers sales.

Gross profit. Our gross profit as a percentage of sales increased to 62.8% for the three months ended September 30, 2023, compared to 51.7% for the three months ended September 30, 2022. The increase in gross profit percentage was primarily due to the increase in freezer and chiller sales, which have better margins than other products.

Salaries and wages. Salaries and wages increased by $1,029, or 0.7%, to $155,677 for the three months ended September 30, 2023,from $154,648 for the three months ended September 30, 2022. Such increase was primarily due to increased employee benefit costs.

General and administrative. General and administrative expenses decreased by $10,450, or 11.0%, to $84,331 for the three months ended September 30, 2023,from $94,781 for the three months ended September 30, 2022. Such decrease was primarily due to decreased advertising and marketing spend, offset by increased rent expense.

Research and development. Research and development expenses decreased by $5,738, or 38.7%, to $9,082 for the three months ended September 30, 2023,from $14,820 for the three months ended September 30, 2022. Such decrease was primarily a result of decreased enhancements to the ultra-cold CBD oil chiller.

Net income (loss). As a result of the cumulative effect of the factors described above, our net income was $86,264 for the three months ended September 30, 2023, as compared to a net loss of $133,922 for the three months ended September 30, 2022. Management continues to look for opportunities to increase sales, improve gross margins and control ongoing operating expenses.

Comparison of the Nine Months Ended September 30, 2023 and 2022

The following table sets forth key components of our results of operations during the nine months ended September 30, 2023 and 2022, both in dollars and as a percentage of our revenues.

	Nine Months Ended September 30,
	2023						2022
	Amount			% of Revenues			Amount			% of Revenues
Revenues	$	891,385			100.0	%	$	1,562,424			100.0	%
Cost of goods sold		373,371			41.9	%		552,314			35.3	%
Gross profit		518,014			58.1	%		1,010,110			64.7	%

Operating Expenses
Salaries and wages		472,521			53.0	%		484,492			31.0	%
General and administrative		272,684			30.6	%		315,734			20.2	%
Research and development		20,528			2.3	%		58,474			3.7	%
Total Operating Expenses		765,733			85.9	%		858,700			55.0	%

Income (loss) from operations		(247,719	)		(27.8)	%		151,410			9.7	%

Other income		5,368			0.6	%		-			-	%

Net income (loss) before income taxes		(242,351	)		(27.2)	%		151,410			9.7	%
Income tax expense		(312	)		(0.0)	%		(702	)		(0.0)	%
Net income (loss)	$	(242,663	)		(27.2)	%	$	150,708			9.6	%

Revenues. Revenues decreased by $671,039, or 42.9%, to $891,385 for the nine months ended September 30, 2023, from $1,562,424 for the nine months ended September 30, 2022. Such decrease was primarily due to a reduced demand for freezer and chiller sales, influenced by a decline in customer capital expenditures amid the prevailing economic conditions.

Cost of goods sold. Cost of goods sold decreased by $178,943, or 32.4%, to $373,371 for the nine months ended September 30, 2023, from $552,314 for the nine months ended September 30, 2022. Such decrease was primarily due to decreased freezer and chillers sales.

Gross profit. Our gross profit as a percentage of sales decreased to 58.1% for the nine months ended September 30, 2023, compared to 64.7% for the nine months ended September 30, 2022. The decrease in gross profit percentage was primarily due to the decrease in freezer and chiller sales, which have better margins than other products, offset by increased product costs.

Salaries and wages. Salaries and wages decreased by $11,971, or 2.5%, to $472,521 for the nine months ended September 30, 2023, from $484,492 for the nine months ended September 30, 2022. Such decrease was primarily due to decreased headcount.

General and administrative. General and administrative expenses decreased by $43,050, or 13.6%, to $272,684 for the nine months ended September 30, 2023, from $315,734 for the nine months ended September 30, 2022. Such decrease was primarily due to decreased advertising, marketing, and travel expenditures, partially offset by increased public filing costs and rent expense.

Research and development. Research and development expenses decreased by $37,946, or 64.9%, to $20,528 for the nine months ended September 30, 2023, from $58,474 for the nine months ended September 30, 2022. Such decrease was primarily a result of decreased enhancements to the ultra-cold CBD oil chiller as a result of the decline in operations.

Net income (loss). As a result of the cumulative effect of the factors described above, our net loss was $242,663 for the nine months ended September 30, 2023, as compared to net income of $150,708 for the nine months ended September 30, 2022. Management continues to look for opportunities to increase sales, improve gross margins and control ongoing operating expenses.

Liquidity and Capital Resources

As of September 30, 2023 and December 31, 2022, our current assets exceeded current liabilities by $1,955,867 and $2,179,237, respectively, and we had cash and cash equivalents of $1,339,446 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:

	Nine Months Ended September 30,
	2023			2022
Net cash used in operating activities	$	(42,481	)		(149,218	)
Net cash provided by investing activities		-			-
Net cash provided by financing activities		-			-
Net change in cash and cash equivalents		(42,481	)		(149,218	)

Cash and cash equivalents at beginning of period		1,381,927			1,473,924
Cash and cash equivalents at end of period	$	1,339,446		$	1,324,706

Net cash used by operating activities was $42,481 and $149,218 for the nine months ended September 30, 2023 and 2022, respectively. Significant factors affecting operating cash flows were primarily a result of increased customer deposits, decreased accounts payable payments, and decreased inventory purchases, offset by decreased accounts receivable and net income during the nine months ended September 30, 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 September 30, 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 September 30, 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 Kim Boyce
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: November 9, 2023 By: /s/ Kim Boyce

Kim Boyce, CEO, President and Director

Date: November 9, 2023 By: /s/ Tom Tait

Tom Tait, Vice President and Director

Date: November 9, 2023 By: /s/ Kim Boyce

Kim Boyce, CFO, Principal Financial Officer