Quarterly Report (10-q)

Date : 08/14/2019 @ 4:35PM
Source : Edgar (US Regulatory)
Stock : Reflect Scientific, Inc. (PC) (RSCF)
Quote : 0.057  0.0 (0.00%) @ 2:30PM

Quarterly Report (10-q)

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 June 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 each class

Trading Symbol(s)

Name of each 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 has submitted electronically 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 [  ]


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   [X]




1





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]


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 August 14, 2019




79,108,086 shares of $0.01 par value common stock on August 14, 2019







2





TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION


Item 1:

Financial Statements

 

 

 

 

 

Condensed Consolidated Balance Sheets

as of June 30, 2019 (unaudited), and December 31, 2018

5

 

 

 

 

Condensed Consolidated Statements of Operations for the three and six

months ended June 30, 2019 and 2018 (unaudited)

7

 

 

 

 

Condensed Consolidated Statement of Stockholders’ Equity for the three

 

 

     and six months ended June 30, 2019 and 2018 (unaudited)

8

 

 

 

 

Condensed Consolidated Statements of Cash Flows

for the six months ended June 30, 2019 and 2018 (unaudited)

9

 

 

 

 

Notes to Condensed Consolidated Financial Statements

10

 

 

 

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

 

 

 

Item 3:

Quantitative and Qualitative Disclosure about Market Risk

19

 

 

 

Item 4:

Controls and Procedures

19


PART II – OTHER INFORMATION


Item 1:

Legal Proceedings

20

 

 

 

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

20

 

 

 

Item 3:

Defaults Upon Senior Securities

20

 

 

 

Item 4:

Mine Safety Disclosure

20

 

 

 

Item 5:

Other Information

21

 

 

 

Item 6:

Exhibits

21

 

 

 

Signatures

23



















3





Part I - FINANCIAL INFORMATION


Item 1.  Financial Statements

Reflect Scientific, Inc.


CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

June 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



 

 

June 30,

2019

(Unaudited)

 

December 31,

2018

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 Cash

$

         205,456

$

220,427

 Accounts receivable, net

 

120,605

 

155,543

 Inventory, net

 

162,593

 

142,325

 Prepaid assets

 

           3,510

 

3,510

 

 

 

 

 

Total Current Assets

 

         492,164

 

521,805

 

 

 

 

 

FIXED ASSETS, NET

 

         5,776

 

7,766

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

 

   Operating lease right-of-use assets

 

70,590

 

-

   Goodwill

 

60,000

 

60,000

   Deposits

 

3,100

 

3,100

 

 

 

 

 

   TOTAL ASSETS

$

         631,630

$

592,671



















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



 

 

June 30,

2019

(Unaudited)

 

December 31,

2018

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

  Accounts payable and accrued expense

$

         56,754

$

          52,450

  Short-term line of credit

 

9,290

 

9,878

  Customer deposits

 

-

 

12,500

  Operating lease liabilities – current portion

 

46,318

 

  -

  Income taxes payable

 

100

 

100

 

 

 

 

 

      Total Current Liabilities

 

         112,462

 

         74,928

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

 

 

 

 

  Operating lease liabilities

 

25,190

 

-

 

 

 

 

 

      Total Liabilities

 

137,652

 

74,928

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

   Preferred stock, $0.01 par value, authorized

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

 

-

 

-

   Common stock, $0.01 par value, authorized

    100,000,000 shares; 79,108,086 and 79,108,086

        issued and outstanding, respectively

 

           791,081

 

           791,081

   Additional paid in capital

 

       20,027,369

 

       20,027,369

   Accumulated deficit

 

       (20,324,472)

 

       (20,300,707)

 

 

 

 

 

      Total Stockholders’ Equity

 

         493,978

 

         517,743

 

 

 

 

 


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY


$


         631,630


$


         592,671









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

June 30,

 

For the Six Months Ended

June 30,

 

 

2019

 

2018

 

2019

 

2018

REVENUES

$

        284,567

$

        334,659


$

        610,881


$

        760,340

 

 

 

 

 

 

 

 

 

 

 

COST OF GOODS SOLD

 

105,629

 

120,527

 

199,535

 

229,837

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

178,938

 

214,132

 

411,346

 

530,503

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

   Salaries and wages

 

112,190

 

159,773

 

230,313

 

272,534

 

   Rent expense

 

9,179

 

12,468

 

19,196

 

21,451

 

   Research and

     development expense

 

 

4,462

 

 

-

 

 

29,623

 

 

14,905

 

   General and

     administrative expense

 

 

72,669

 

 

259,638

 

 

157,112

 

 

340,639

 

      Total Operating

       Expenses

 

198,500

 

431,879

 

436,244

 

649,529

 

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

(19,562)

 

(217,747)

 

(24,898)

 

(119,026)

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

      Total Other Income

      (Expenses)

 

1,332

 

-

 

1,133

 

-

 

 

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE TAXES

 

(18,230)

 

(217,747)

 

(23,765)

 

(119,026)

 

 

 

 

 

 

 

 

 

 

 

Income tax benefit (expense)

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(18,230)

$

(217,747)

$

(23,765)

$

(119,026)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET 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

 

73,997,800

 

79,108,086

 

72,662,362

 









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 Three and Six Months Ended June 30, 2019 and 2018




 

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

$ 20,027,369

$ (20,324,472)

$493,978






 

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 profit 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



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




8







REFLECT SCIENTIFIC, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

For the

Six Months Ended

June 30,

 

 

2019

 

2018

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

Net loss

$

(23,765)

$

(119,026)

Adjustments to reconcile net income to net cash

 

 

 

 

 used in operating activities:

 

 

 

 

     Common stock issued for services

 

-

 

148,645

     Stock-based compensation

 

-

 

40,000

     Depreciation

 

1,990

 

-

Changes in operating assets and liabilities:

 

 

 

 

   Accounts receivable

 

34,938

 

(40,292)

   Inventory

 

(20,268)

 

(9,952)

   Prepaid expenses

 

-

 

(10,750)

  Accounts payable and accrued expenses

 

4,304

 

(33,800)

  Operating lease right-of-use asset

 

24,497

 

-

  Operating lease liabilities

 

(23,579)

 

-

  Customer deposits

 

(12,500)

 

(67,002)

       Net Cash used in Operating Activities

 

(14,383)

 

(92,177)

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

     Payments on short-term line of credit

 

(588)

 

-

       Net Cash used in investing Activities

 

(588)

 

-

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

     Net funds received from line of credit

 

-

 

10,750

       Net Cash provided by Financing Activities

 

-

 

10,750

NET CHANGE IN CASH

 

(14,971)

 

(81,427)

CASH AT BEGINNING OF PERIOD

 

220,427

 

235,858

CASH AT END OF PERIOD

$

205,456

$

154,431



SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

Cash Paid For:

 

 

 

 

    Interest

$

588

-

    Income taxes

$

-

-

NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

    Common stock issued for prepaid expenses

 

 

 $

                      19,356


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



9







REFLECT SCIENTIFIC, INC.

Notes to the Condensed Consolidated Financial Statements

June 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 six months ended June 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.







10







REFLECT SCIENTIFIC, INC.

Notes to the Condensed Consolidated Financial Statements

June 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.  


 

 

 

June 30, 2019

 

 

 

June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

Consumer

Long-term

 

 

 

 

Consumer

Long-term

 

Segments

 

 

Products

Contract

Total

 

 

 

Products

Contract

Total

Domestic

 

$

464,642

-

464,642

 

 

$

594,057

 

594,057

International

 

 

146,239

 

146,239

 

 

 

186,283

 

186,283

 

 

$

610,881

 

610,881

 

 

$

760,340

 

760,340

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Components

 

 

453,112

-

453,112

 

 

 

538,152

-

538,152

 

Engineering         Services

 

 

157,769

 

157,769

 

 

 

222,188

 

222,188

 

 

 

$

610,881

 

610,881

 

 

$

760,340

 

760,340

 






11







REFLECT SCIENTIFIC, INC.

Notes to the Condensed Consolidated Financial Statements

June 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 June 30, 2019 and December 31, 2018, the Company had accounts receivable, net of the allowance, of $120,605 and $155,543, respectively.  At June 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 June 30, 2019 and December 31, 2018, the Company had inventory consisting of finished goods, net of allowance, of $162,593 and $142,325, respectively. At June 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. We perform an impairment analysis on an annual basis.  The Company’s analysis did not indicate any impairment of intangible assets as of the impairment analysis conducted December 31, 2018.


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.




12







REFLECT SCIENTIFIC, INC.

Notes to the Condensed Consolidated Financial Statements

June 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 LOSS PER SHARE: The computation of basic 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 June 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




13







REFLECT SCIENTIFIC, INC.

Notes to the Condensed Consolidated Financial Statements

June 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 $20,324,472 at June 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 June 30, 2019:


Leases

As of June 30, 2019

Assets

ROU operating lease assets

$  70,590


Liabilities

Operating lease liabilities – current portion

$  46,318

Operating lease liabilities

    25,190

     Total operating lease liabilities

$  71,508



14







REFLECT SCIENTIFIC, INC.

Notes to the Condensed Consolidated Financial Statements

June 30, 2019

(Unaudited)


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


Six Months Ended

Lease Cost

June 30, 2019

Operating lease cost

Administrative expenses

$       3,860

Rent expense

       

       19,196

Total operating lease cost

$     23,056


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 June 30, 2019, the following disclosures for remaining lease term and incremental borrowing rates were applicable:


Six Months Ended

Supplemental Disclosures

June 30, 2019

Weighted average remaining lease term

1.53 years

Weighted average discount rate

  7% years



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


Amounts under

Years ended December 31,

operating leases

Remaining 2019

$  25,388

2020

    48,160

2021

      3,774

Total lease payments

    77,322

Less imputed interest

    (5,814)

Total

$  71,508


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.







15







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 six-month period ended June 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.



16








Plan of Operation and Business Growth


Our revenues during the six-month reporting periods decreased 20% during 2019 compared to 2018 revenues, as freezer sales for the 2019 period were $64,419 lower than 2018 and our specialty lab product sales slowed. The major decreases were in sales of vials, purification products, and detectors.  We discontinued our detector product at the end of 2018, so there were no 2019 sales compared to sales of $14,724 in 2018.


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 have our first manufactured unit operational, have conducted a number of road tests and are working to develop alliances with contract manufacturers for those products.


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 June 30, 2019 and 2018 follows.


Results of Operations


Three Months Ended June 30, 2019 and 2018


 

 

For the three months ended June 30,

 

 

           2019

 

       2018

 

        Change

Revenues

$

284,567

$

334,659

$

(50,092)

Cost of goods sold

 

105,629

 

120,527

 

(14,898)

Gross profit

 

178,938

 

214,132

 

(35,194)

Operating expenses

 

198,500

 

431,879

 

(233,379)

Other expense

 

1,332

 

-

 

          1,332

Net profit (loss)

$

(18,230)

$

(217,747)

$

199,517


Revenues decreased during the three-month period ended June 30, 2019, to $284,567 from $334,659 for the three-month period ended June 30, 2018, a decrease of $50,092.  The decrease results primarily from decreased sale of specialty lab supplies.  We are continuing work to increase our market penetration in the ultra-low temperature freezer market.


Cost of goods decreased in the quarter ending June 30, 2019, as compared to June 30, 2018, to $105,629 from $120,527, a decrease of $14,898. We realized a gross profit percentage of 63% for the three months



17







ended June 30, 2019, compared to 64% for the three months ended June 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 $198,500 in the three months ended June 30, 2019, a decrease of $233,379 over the expenses of $431,879 incurred in the three-month period ended June 30, 2018.  The decrease results primarily from the $208,000 charge recorded in 2018 for the issuance of stock for the payment of consulting services and stock-based compensation to an employee.  There were no stock issuances for services in 2019. 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.  


The net loss for the three-month period ended June 30, 2019 was $18,230, which compares to a net loss of $217,747 for the three-month period ended June 30, 2018.  Management continues to look for opportunities to increase sales, improve gross margins and control ongoing operating expenses.


The net loss of $18,230 for the three-month period ended June 30, 2019 represents a loss of $0.00 per share.  This compares to the net loss of $217,747, or loss of $0.00 per share, for the three months ended June 30, 2018.


Six Months Ended June 30, 2019 and 2018


 

 

For the six months ended June 30,

 

 

           2019

 

       2018

 

        Change

Revenues

$

610,881

$

760,340

$

(149,459)

Cost of goods sold

 

199,535

 

229,837

 

(30,302)

Gross profit

 

411,346

 

530,503

 

(119,157)

Operating expenses

 

436,244

 

649,529

 

(213,285)

Other expense

 

1,133

 

-

 

           1,133

Net profit (loss)

$

(23,765)

$

(119,026)

$

95,261


Revenues decreased during the quarter ended June 30, 2019, to $610,881 from $760,340 for the quarter ended June 30, 2018, a decrease of $149,459.  The decrease results primarily from the sale of ultra-low temperature freezers which generated revenue of $157,769 in 2019 compared to revenue of $222,188 in 2018. We are continuing work to increase our market penetration in the ultra-low temperature freezer market.


Cost of goods decreased in the quarter ending June 30, 2019, as compared to June 30, 2018, to $199,535 from $229,837, a decrease of $30,302. We realized a gross profit percentage of 67% for the six months ended June 30, 2019, compared to 70% for the six months ended June 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 $436,244 in the six months ended June 30, 2019, a decrease of $213,285



18







over the expenses of $649,529 incurred in the six-month period ended June 30, 2018.  The increase 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.  


The net loss for the six-month period ended June 30, 2019 was $23,765, which compares to a net loss of $119,026 for the six-month period ended June 30, 2018.  Management continues to look for opportunities to increase sales, improve gross margins and control ongoing operating expenses.


The net loss of $23,765 for the six-month period ended June 30, 2019 represents a loss of $0.00 per share. This compares to the net loss of $119,026, or loss of $0.00 per share, for the six months ended June 30, 2018.


Seasonality and Cyclicality


We do not believe our business is cyclical.


Liquidity and Capital Resources


Our cash resources at June 30, 2019, were $205,456, with accounts receivable of $120,605, net of allowance, and inventory of $162,593, net of allowance. Our working capital on June 30, 2019, was $379,702.  Working capital on December 31, 2018 was $446,877.


For the six-month period ended June 30, 2019, net cash used in operating activities was $14,383 which compares to $92,177 net cash used in operating activities for the six-month period ended June 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 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



19







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 six-month period ended June 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 six months ended June 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.




20







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-K Annual Report*

21

Subsidiaries of the Company

December 31, 2006 10-K 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 June 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.



22







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:

August 14, 2019

By:   /s/ Kim Boyce

       Kim Boyce, CEO, President and Director


Date:

August 14, 2019

By:   /s/ Tom Tait

        Tom Tait, Vice President and Director


Date:

August 14, 2019

By:   /s/ Keith Merrell

        Keith Merrell, CFO, Principal Financial Officer


















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