Reflect Scientific, Inc.: Form 10-Q for the period ended Jun 30, 2014

Special Note Regarding Forward-Looking Statements

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

Changes in Company-wide strategies, which may result in changes in the types or mix of businesses in which our Company is involved or chooses to invest; changes in U.S., global or regional economic conditions, changes in U.S. and global financial and equity markets, including significant interest rate fluctuations, which may impede our Company’s access to, or increase the cost of, external financing for our operations and investments; increased competitive pressures, both domestically and internationally, legal and regulatory developments, such as regulatory actions affecting environmental activities, the imposition by foreign countries of trade restrictions and changes in international tax laws or currency controls; adverse weather conditions or natural disasters, such as hurricanes and earthquakes, labor disputes, which may lead to increased costs or disruption of operations.

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

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the unaudited Financial Statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions. The Company believes there have been no significant changes during the three and six month periods ended June 30, 2014, to the items disclosed as significant accounting policies in management's Notes to the Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

Plan of Operation and Business Growth

Our efforts continue to be focused on increasing the sales of our life science consumables and detectors while, at the same time, working to commercialize our liquid nitrogen refrigeration products. Of those liquid nitrogen refrigeration products, the refrigerated trailer, known as a “reefer”, is receiving highest priority. We have our first manufactured unit operational, have conducted a number of road tests and are currently analyzing the data collected to validate its efficiency and reliability.

We also continue to focus on the expansion of our detector line and developing alliances with contract manufacturers for our ultra-low temperature freezers and reefer units. We believe that the enhanced functionality of our new detector, coupled with its low cost, provides us with a competitive edge over products currently being sold in that specialized market.

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. We believe the upturn in sales during the six months ended June 30, 2014 is validation of those efforts.

Our revenues during the three and six month reporting periods increased 28% and 38%, respectively during 2014 compared to 2013 revenues.

Results of Operations

Three Months Ended June 30, 2014 and 2013

Revenues increased during the quarter ended June 30, 2014, to $378,913 from $296,281 for the quarter ended June 30, 2013, an increase of $82,642. We believe the upward trend of revenues seen during the quarter result from the completion of our catalog and web site, as well as the addition of new distributors. All of the revenues generated during the three month period ended June 30, 2014 were from our specialized laboratory supplies and detector sales. We are continuing work to refine and commercialize the ultra low temperature freezer technologies, and have engaged a consulting group to identify and qualify potential customers for those technology products.

With increased sales during the reporting period, cost of goods increased in the quarter ending June 30, 2014, as compared to June 30, 2013 to $167,466 from $125,301, an increase of $42,165. The gross profit percentage decreased to 56% for the three months ended June 30, 2014, compared to 58% for the three months ended June 30, 2013. 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 our product lines.

As a result of our continued focus on operating expenses we realized a reduction of operating expenses in the current period. This reduction is the result of cost reduction efforts implemented by management and an ongoing quest to gain additional operating efficiencies. Operating expenses for the three months ended June 30, 2014 were $200,572, which represents a decrease of $29,064 from the $229,636 in operating expenses recorded for the three month period ended June 30, 2013. The decrease results primarily from reductions in consulting expense, offset in part by increases in advertising costs and license fees. Operating expenses for the remaining six months of 2014 are expected to approximate the expense levels shown for the three month period ended June 30, 2014.

The net loss for the three month period ended June 30, 2014 was $19,362, an improvement of $68,313 from the $87,675 loss for the three month period ended June 30, 2013. Management continues to look for opportunities to increase sales, improve gross margins and reduce ongoing operating expenses

The net loss for both of the three months ended June 30, 2014 and June 30, 2013 was $0.01 per share.

Six Months Ended June 30, 2014 and 2013

Revenues increased during the six month period ended June 30, 2014, to $781,355 from $564,965 for the six month period ended June 30, 2013, an increase of $216,390. All of the revenues were generated from our specialized laboratory supplies and detector sales, as we work to continue to refine and commercialize the ultra low temperature freezer technologies. We completed our catalog web site and have distributed our catalog to a number of potential new distributors. We have brought on additional distributors to expand the distribution channels for our products.

Due to the increase in sales, cost of goods in the six month period ending June 30, 2014 increased by $64,257, to $331,249 from $266,992 for the six month period ended June 30, 2013. The gross profit percentage increased to 58% for the six month period ended June 30, 2014, compared to 53% for the six months ended June 30, 2013. 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 our product lines.

Continued focus to reduce operating expenses resulted in a reduction of $61,265 in the current six month period. This reduction is the result of cost reduction efforts implemented by management and an ongoing quest to gain additional operating efficiencies. Operating expenses for the six months ended June 30, 2014 were $382,054, compared to $443,319 shown for the six month period ended June 30, 2013.

Net income for the six month period ended June 30, 2014 was $6,732, a $205,559 improvement from the

$198,827 net loss for the six month period ended June 30, 2013. Management continues to look for opportunities to increase revenue, improve gross margins and reduce ongoing operating expenses in order to achieve profitability.

Earnings per share for the six months ended June 30, 2014 was $0.00 per share. The net loss for the six months ended June 30, 2013 was $0.01 per share.

Seasonality and Cyclicality

We do not believe our business is cyclical.

Liquidity and Capital Resources

Our cash resources at June 30, 2014, were $367,094, with accounts receivable of $145,903 and inventory of $301,240. To this time we have relied on revenues and sales of equity and debt securities for our cash resources. Our working capital deficit on June 30, 2014, was $609,898, due primarily to the $650,000 in outstanding debentures and $588,375 in accrued interest on those debentures. Working capital on December 31, 2013 was a deficit of $636,869. Management is working to obtain financing to enable it to retire the remaining outstanding debentures and provide the capital needed to commercialize the low temperature freezer and refrigeration technology. There can be no assurance that funds will be available, or that terms of available funds will be acceptable to the Company. The inability of the Company to obtain funding at acceptable terms could negatively impact its ability to execute its business plan.

For the six month period ended June 30, 2014, net cash provided from operating activities was $120,607 which compares to $44,236 net cash used for operating activities for the six month period ended June 30, 2013.

Off-Balance Sheet Arrangements

We lease office and warehouse space under a non-cancelable operating lease in Utah. Future minimum lease payments under the operating lease at June 30, 2014 are $15,500 for that facility. In addition, on May 9, 2014, the Company entered into an automobile lease. Future minimum lease payments under this lease are $23,088 at June 30, 2014, with minimum lease payments of $3,744 due for the remainder of 2014, $7,488 in 2015, $7,488 in 2016, and $4,368 in 2017.

At June 30, 2014, the remaining outstanding convertible debentures in default were $650,000, including penalties. The debentures bear an 18% interest rate. The Company accrued an additional $29,250 in interest during the quarter ended June 30, 2014. The total accrued interest on this remaining debenture was $588,375 as of June 30, 2014. Assuming the debentures were converted, 1,000,000 shares of restricted common stock would be issued.

(a)

Evaluation of Disclosure Controls and Procedures.

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

(b)

Changes in Internal Control Over Financial Reporting.

During the fourth quarter of 2013, we identified certain impairment indicators that led us to perform procedures to assess the possible impairment of our goodwill. While we correctly identified these impairment indicators, we did not have adequate procedures and controls in place to ensure that the requisite analysis to determine the amount of impairment could be conducted in a timely, accurate and complete manner. During the six months ended June 30, 2014 we have been implementing enhanced documentation, review and supervision processes and procedures over impairment-related testing and analysis. Those changes are now fully implemented and their implementation provides reasonable assurance that the quality and frequency of impairment testing is being properly monitored. 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.