§

Certified by various regulatory agencies for sale worldwide

With the expanding focus on the need for detectors we designed a base system that can be tooled for multiple uses, offering flexibility to our customers.  We intend to further penetrate the dedicated OEM instrument market through new product development and continued cost reductions in manufacturing to meet price points.

Reflect Scientific is also poised to provide consumables to the same group of customers that purchase detectors. This one stop shopping is very attractive to customers and is unique in the OEM supply industry, further making Reflect Scientific the choice for OEMs.

Competition

The environment for our products and services is intensely competitive. Although the complexity of the products we produce limits the number of companies we compete with, the companies with competing technology are generally larger and often subsidiaries or divisions of very large multinational companies.  Our competitor’s size and association with large multinational companies gives them advantages over us in the ability to access potential customers.  Many potential customers already purchase products either directly from our competitors or from another subsidiary of these large multinational companies, creating natural inroads to sales that we do not possess.  

Given our relative size versus our competitors, we are often required to seek niche markets for our products or focus on selling consumable components to be used inby our competitors larger detection units.competitors. We believe, however, that our technology and experience in the ultra lowultra-low freezers and detectorsspace allows us to be competitive in those markets.  As our ultra lowultra-low freezer products are new to the marketplace, the

7

products long term commercial acceptance is still unknown.  Most of our products compete against

multiple competitors, with our refrigeration products competing primarily against Thermo Fisher Scientific and Sanyo Corporation.  Although our Cryometrix freezer products are considered to be in the ultra-cold freezer market space, we do not believe that they compete directly with freezer products sold by these companies because our Cryometrix freezers use a completely different technology, liquid nitrogen cooling, to achieve very fast cooling rates and stable set temperatures. Freezer products sold by Thermo Fisher Scientific and Sanyo Corporation cannot achieve the same rates of cooling.  Our Cryometrix freezers compete with other ultra-cold freezer products based on technical merit – their ability to meet freezing parameters ultra-cold freezer market space, we do not believe that they compete directly with freezer products sold by these companies because our Cryometrix freezers use a completely different technology, liquid nitrogen cooling, to achieve very fast cooling rates and stable set temperatures.  Freezer products sold by Thermo Fisher Scientific and Sanyo Corporation cannot achieve the same rates of cooling.  For additional disclosure about our Cryometrix products, see the discussion under the subheading “Cryometrix Freezers” above.

The product lines other than our Cryometrix freezers face competition from many laboratory supply companies, with Thermo Fisher Scientific being by far the largest.  We estimate our market share in this segment to be well under five percent. However, because of the OEM nature of much of our chromatography business, we sell to several of the large chromatography supply companies.

Growth Plan

While we will continue tocontinuously evaluate acquisitions of businesses and technologies to enhancegrow our revenues in the Life Sciencelife science and green technology markets, our primary focus is on growingwill be the continued growth of our own product lines through increasing market share and the addition of new innovative products to enhance our current offerings.  

We seek to expand the applications for our products and equipment into additional markets as we develop brand recognition. We hope to be able to obtain market leverage from our existing products and name recognition as we use our existing offerings and product strengths to position us as a key supplier of automation equipment, inspection equipmentcryogenic storage, blast freezing and cryogenic storagecold chain management solutions.  This strategic plan will also enable us to further diversify our customer base.

Manufacturing, Supplies, and Quality Control

Many of our products are manufactured by third party manufactures.strategic selection of third-party manufacturers. By outsourcing our manufacturing, we are able to reduce the overall cost position of our products.  We self manufacture our lower volume products that are less labor and parts intensive in our facility in Orem, Utah.

In addition, we engage in light manufacturing (assembly, filling and repackaging) for many of our chromatography supplies. We also do the final assembly and design for our Cryometrix brand freezers.  The freezer shells, doors, shelving, heat exchangers and electronics are produced by contracted vendors.  We sell directly to OEM customers and end users.

Regulation and Environmental Compliance

Presently, none of our products are in highly regulated industries.

Sources and Availability of Raw Materials and Names of Principal Suppliers

Sources and availability of key materials and intermediates continue to remain stable. Where supply is considered a critical success factor for our business, we have certified primary vendors in place and have identified secondary vendors.

Dependence on One or a Few Major Customers

We have twofour major customers Spectra and Aligent, who represented 39%51 percent and 45 percent of our sales volume in 2016. We have2022 and 2021, respectively. In our 2022 fiscal year, these customers represented 15 percent; 13 percent; 13 percent; and 11 percent of our revenues, respectively.  

The Company has strong relationships with each of its customers and does not believe this concentration poses a broadsignificant risk due to those long-term relationships and the uniqueness of the products they purchase from us.

Our customers purchase our products via purchase orders describing the quantity and price of the products being purchased in a given transaction.  By way of example, our largest customer base and continue to work to bring on new clients to reduce our dependence on a few major clients.purchases products through the use of more than 60 purchase orders per year.

Need for any Governmental Approval of Principal Products or Services

No products presently being manufactured or sold by us are subject to prior governmental approvals.

Effect of Existing or Probable Governmental Regulations on the Business

WeOur Registration Statement on Form 10, as amended, was initially filed on March 30, 2021, which became effective 60 days after filing with the Securities and Exchange Commission, at which point our securities were registered pursuant to Section 12(g) of the Exchange Act. Issuers with securities registered under Section 12(g) are subject to numerous regulatory requirements under the Exchange Act.  For example, we will be subject to the Sarbanes-Oxley Act of 2002. This Act creates a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members appointment, compensation and oversight of the work of public companies’ auditors; prohibits certain insider trading during pension fund blackout periods; and establishes a federal crime of securities fraud, among other provisions.

Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the Securities and Exchange Commission regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to stockholders of our Company at a special or annual meeting thereof or pursuant to a written consent will require our Company to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the Securities and Exchange Commission at least 10 days prior to the date that definitive copies of this information are forwarded to our stockholders.

We areUpon effectiveness of our Registration Statement on Form 10, as amended, we will also be required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities Exchange Commission on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; changes in executive officers and directors; and bankruptcy) in a Current Report on Form 8-K.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration

We regard intellectual property (“IP”) as a strategic asset that allows us to maintain a highly competitive position in the market.  All patents and trademarks relating to acquired technologies have been assigned to us.  Where appropriate, we seek patent protection for inventions and developments made by our personnel and incorporated into our products or otherwise falling within our fields of interest.

We protect some of our technology as proprietary trade secrets and, where appropriate, we use trademarks or registerregistered trademarks used in connection with our products.

Patents have been issued coveringThere are currently 32 patents assigned to Reflect Scientific, Inc.  All of our patents cover our Cryometrix product line of nitrogen-based equipment for processing, storage and transportation of bio-pharma products.  All patents are utility patents within the following products:

JMST chemical detectors – 4 patents issued

Cryomastor ultra low temperature freezers – 2 patents issued

PATENT INFORMATION

(1)

Filings are being made to extend the life of this patent.  Asjurisdiction of the date of this report there has been no determination asUnited States, with expiration dates ranging from December 2023, to whether the application for extension will be granted.December 2041. We have a strong commitment to maintaining our IP portfolio and pursuing additional IP to expand our product protection.

Research and Development Costs During the Last Two Fiscal Years

During the year ended December 31, 2016,2022, we expended $70,801$73,425 for research and development.  During the year ended December 31, 2015,2021, we expended $72,863$58,340 for research and development.  The majority of the research and development on our products is performed

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by independent contractors who have been enhancing technologies, primarily on the reefer unit and the detectors.  We expect research and development cost to increase in the future with the development work required to commercializeupdate and make improvements on our Cryometrix freezers.

Employees

As of March 28, 2017,24, 2023, subsequent to the balance sheet date, we had 57 full-time and 32 part-time employees. None of our employees are represented under a collective bargaining agreement. We believe our relations with our employees to be good.   

Reports to Security Holders

You may read and copy any materials that we file with the Securities and Exchange Commission at the Securities and Exchange Commissions’ Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also find all of the reports that we have filed electronically with the Securities and Exchange Commission at their Internet site www.sec.gov.

Item 1A. Risk Factors

Not applicable for Registrant.

Item 1B. Unresolved Staff Comments

None. Not applicable.

Item 2. Description of Property

Reflect Scientific conducts all of its business operations from one facility, located in Orem, UT. This is a combination warehouse, manufacturing and office facility with 6,000 square feet of space; we lease this facility at $3,100$4,999 per month to the end of the lease term on November 30, 2017.2023.

Item 3. Legal Proceedings

None.

Item 4. Mine Safety Disclosure

Not applicable.

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PART II

Item 5. Market for Common Equity and Related Stockholder Matters and Registrant Purchases of Equity Securities.

Market Information

Since July 6, 2005, our common stock has been listed under the symbol “RSCF” on the OTCBB. Prior to July 6, 2005, our stock traded under the symbol “COLH” since its initial listing on May 24, 2001.  The following table represents the high and low per share bid information for our common stock for each quarterly period in fiscal 2015, 2014 and 2013. Such high and low bid information reflects inter-dealer quotes, without retail mark-up, mark-down or commissions and may not represent actual transactions.

As of March 15, 2017,24, 2023, there were 65,401,08685,214,086 shares of our common stock outstanding. On March 15, 2017,24, 2023, the high and low bid price for our common stock was $0.06$0.0717 and $0.06$0.07, respectively.

Holders

The number of record holders of our common stock as of March 15, 2016,24, 2022, was approximately 147;107 this number does not include an indeterminate number of stockholders whose shares may be held by brokers in street name.

Dividends

We have not declared any cash dividends with respect to our common stock, and do not intend to declare dividends in the foreseeable future. Our future dividend policy cannot be ascertained with any certainty. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our securities.

Securities Authorized for Issuance under Equity Compensation Plans

Recent Sales of Unregistered Securities

We issued all of these securities to persons who were “accredited investors” or “sophisticated investors” as those terms are defined in Regulation D of the Securities and Exchange Commission; and each such investor had prior access to all material information about us. We believe that the offer and sale of these securities were exempt from the registration requirements of the Securities Act, pursuant toNone.

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Sections 4(2) and 4(6) thereof, and Rule 506 of Regulation D of the Securities and Exchange Commission. Sales to “accredited investors” are preempted from state regulation.

In June 2016 the board approved the issuance of 3,356,750 shares of restricted common stock to its President/CEO.  In December 2016, the board approved the issuance of 1,085,822 shares of restricted common stock.  Of the shares granted, 281,000 were issued to Directors of the Company, 225,000 shares to employees and 579,822 were issued to consultants.  All of the 2016 share grants were issued on December 9, 2016.

Use of Proceeds of Registered Securities

There were no proceeds received during the calendar year ended December 31, 20162022 and 2015,2021, from the sale of registered securities.

PurchasesIssuance of Equity Securities by Us and Affiliated Purchasers

In June 2016,December 2021, the board approved the issuance of 3,356,7501,000,000 shares of restricted common stock to its President/CEO.

patent attorney, 250,000 shares to vest on the grant date with an additional 250,000 shares to vest on each of the next three anniversary dates. In December 2016 the board approved the2022, this issuance of 100,000was modified from 1,000,000 shares of restricted common stock to a Director, Tom Tait.

In December 2016 the board approved the issuance of 100,000925,000 shares of restricted common stockstock. As of December 31, 2022, 475,000 shares have vested with an additional 225,000 shares to vest on each of the next two anniversary dates as a Director, Bill Moon.result of this modification.

In December 2016 the board approved the issuance of 100,000 shares of restricted common stock to the CFO, Keith Merrell.

In July 2015, the board approved the issuance of 3,000,000 shares of restricted common stock to its President/CEO.

Item 6. Select Financial DataReserved.

We are not required to provide information under this item.

Item 7. Management’s Discussion and Analysis or Plan of Operation

This periodic report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Plan of Operations provided below, including information regarding the Company’s financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities, and the plans and objectives of management. The statements made as part of the Plan of Operations that are not historical facts are hereby identified as "forward-looking statements."

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read in conjunction with the financial statements and notes included in this report as Part II, Item 8.

Critical Accounting Policies and Estimates

Reflect Scientific’s accounting policies are more fully described in Note 2 of the consolidated financial statements.  As discussed in Note 2, 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 about the future events that affect the amounts reported in the consolidated financial statements and the 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.  

Overview

Reflect Scientific believesis 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 the following addresses Reflect Scientific’s most critical accounting policies.  There have been no significant changes during the year ended December 31, 2016.

REVENUE RECOGNITION:  Revenue is only recognizedhas enabled us to expand our line of products to align with, and capitalize on, market needs. Our growing product sales once the product has been shippedportfolio 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 persuasive evidenceto save substantially on energy costs related to cryogenic storage. Ultra-low temperature freezers are used worldwide for the storage of an agreement exists, the pricevaccines, DNA, RNA, proteins and many other biological and chemical substances. There is fixed or determinable,a growing need for energy efficient, reliable ultra-low temperature storage units. Our Cryometrix freezers are targeted to this growing market and collectability is reasonably assured.

ESTIMATES:we have had tremendous success in blood storage and pharmaceutical manufacturing applications. The preparationapplication of financial statementsthis technology for use in conformity with accounting principles generally accepted in the United States of America requires managementrefrigerated trailers (commonly called “reefers”) used to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

CASH:  The Company considers all deposit accounts and investment accounts with an original maturity of 90 days or lesstransport goods which need to be cash equivalents.  

ACCOUNTS RECEIVABLE:maintained in a cold environment significantly broadens the market for this technology. The Company writes off trade receivables when deemed uncollectible.utilization of this technology in reefers eliminates the current method of cooling, which uses engines run on hydrocarbon fuels. The Company estimates allowance for doubtful accounts based on the aged receivable balancesCryometrix technology is pollutant free and historical losses.  The Company charges off uncollectible accounts when management determines there is no possibility of collecting the related receivable. The Company considers accounts receivable to be past due or delinquent based on contractual terms, which is generally net 30 days.

The Company charged $0 to bad debt expense for the years ended December 31, 2016more efficient and 2015. The Company has historically experienced minimal bad debts.  The allowance for doubtful accounts balance of $4,000 at December 31, 2015 was reviewed and it was deemed that no adjustment to the provision was required at December 31, 2016.  Management feels this to be an adequate reserve based on the experience seen over multiple years.

The Company maintains an allowance for doubtful accounts to provide for losses arising from customers’ inability to make required payments.  If there is deterioration of our customers’ credit worthiness and/or there is an increase in the length of time that the receivables are past due greatercost effective than the historical assumptionstechnologies currently used. Reflect Scientific has added a new product line of solvent chillers. Solvent chillers are used additional allowances may be required.in natural products extraction for optimizing product yield and purity.

FIXED ASSETS:  Fixed assets are stated at cost.  Expenditure for minor repairs, maintenance, and replacement parts which do not increase the useful lives of the assets are charged to expense as incurred.  All major additions and improvements are capitalized.  Depreciation is computed using the straight-line method.  The lives over which the fixed assets are depreciated range from 5 to 7 years, except for computer equipment, which is depreciated over a 3 year life.  

INVENTORY:  Inventories 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 the imaging and inspection systems which it builds, and other scientific items.

INCOME TAXES:  We account for income taxes in accordance with Statement of Financial Accounting Standards Board Accounting Codification (ASC) 740, “Income Taxes”.  Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets will be reflected on the balance sheet when it is determined that it is more likely than not that the asset will be realized.

STOCK BASED COMPENSATION: The Company applies the provisions of FASB ASC Topic 718 “Stock Based Compensation” which requires companies to measure all employee stock-based compensation awards using a fair value method and record such expense in their financial statements.

Overview

During the year ended December 31, 20162022 revenue increaseddecreased by 14.6%27.5% compared to the year ended December 31, 2015.2021. The significant increaserevenue decline resulted from the salea decrease in sales of our ultra-cold freezers.  While there canchillers and freezers, as well as supply chain delays with manufactures.  

Impact of Coronavirus Pandemic

In December 2019, a novel coronavirus disease, or COVID-19, was initially reported and on March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. COVID-19 has had a widespread and detrimental effect on the global economy as a result of the continued increase in the number of cases and affected countries and actions by public health and governmental authorities, businesses, other organizations, and individuals to address the outbreak, including travel bans and restrictions, quarantines, shelter in place, stay at home or total lock-down orders and business limitations and shutdowns.

Despite recent developments of vaccines, the duration and severity of COVID-19, mutations and possible additional mutations and the degree of their impact on our business is uncertain and difficult to predict. The continued spread of the outbreak could result in one or more of the following conditions that could have a material adverse impact on our

business operations and financial condition: delays or difficulty sourcing certain products and raw materials; increased costs for such products and raw materials; and loss of productivity due to employee absences.

Our efforts to help mitigate the negative impact of the outbreak on our business may not be no assurance that freezer sales willeffective, and we may be affected by a protracted economic downturn. Furthermore, while many governmental authorities around the world have and continue to increase in future periods, it is encouraging thatenact legislation to address the marketplace has embraced our disruptive technology, and a numberimpact of units have been installed and are operational.  Historically, the core businessCOVID-19, including measures intended to mitigate some of the companymore severe anticipated economic effects of the virus, we may not benefit from such legislation, or such legislation may prove to be ineffective in addressing COVID-19’s impact on our and our customer’s businesses and operations. Even after the COVID-19 outbreak has beensubsided, we may continue to experience impacts to our business as a result of COVID-19’s global economic impact and any recession that has occurred or may occur in the sale of specialty laboratory supplies.  Orders of those supplies slightly declinedfuture. Further, as the COVID-19 situation is unprecedented and continuously evolving, COVID-19 may also affect our operating and financial results in 2016 as compareda manner that is not presently known to 2015.  We are workingus or in a manner that we currently do not consider that may present significant risks to attract new distributors to build sales of these specialty items to historical levels.our operations.

The Company focused its resources during 2016extent to which the marketing ofCOVID-19 pandemic may impact our ultra-cold freezers.  Increasing salesresults will depend on future developments, which are highly uncertain and cannot be predicted as of the ultra-low temperature freezersdate of this report. Nevertheless, the pandemic and commercializationthe 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.

There is a continued risk of supply chain interruption, availability of raw materials or other unforeseen issues that can be caused by the ever-changing progression of the refrigerated trailer will provide opportunityCOVID-19 pandemic.  In addition, demand for the Company to expand growCompany’s products may decrease or fluctuate in the higher margin technology markets.future and current demand for our products may not, therefore, be indicative of sales and revenue going forward.

We recognize these risks and are taking every effort to prevent or mitigate them as they arise. The Company has been proactive in making those business decisions which it believes will enable it to carry out its business plan.  Significant cost reduction measures have been implemented, unprofitable subsidiaries divested, facilities consolidated and personnel reductions made.  However, we are still generating operating losses and we cannot assure that financing will be made available at acceptable rates to allow the execution of our business plan.  If we are unable to secure adequate financing, our ability to proceed with and implement our business plan will be negatively impacted.

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Financial Position

The table below presents a summary of our consolidated balance sheets at December 31, 2016 and 2015:

We had $263,294 in cash as of December 31, 2016, a decrease of $28,123 from December 31, 2015.  We had working capital of $508,387 at December 31, 2016, compared to working capital of $502,203 at December 31, 2015.  

Contractual Obligations

The Company leases office/warehouse space in Utah.  In addition, it has a lease on a vehicle. The following summarizes future minimum lease payments under the operating leaseslease at December 31, 2016:2022:

Results of Operations

 Minimum Lease Payments

Year Ending

December 31,

Building

Automobile

Total

   2017

  $   34,100  

   $    4,368

$    38,468

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Results of Operations

December 31, 2016 and 2015

The following table summarizes revenue, costsets forth key components of goods sold, and operating expenses forour results of operations during the years ended December 31, 20162022 and 2015:

Total revenue2021, both in 2016 increased 14.6% to $1,188,610 from revenue of $1,037,324 in 2015.  Revenue of $244,500 was from ultra-low temperature freezers accounts in 2016, compared with revenue of $39,664 from freezer sales in 2015.  We continue to work to increase sales of these freezer units,dollars and as well as working to develop marketing strategies to expand distribution channelsa percentage of our specialty laboratory supplies.revenues.

Our costRevenues. Revenues decreased by $773,373, or 27.5%, to $2,041,297 for the year ended December 31, 2022, as compared to $2,814,670 for the year ended December 31, 2021. Such decrease was primarily due to a significant decrease in freezer and chiller sales during the third quarter and ongoing supply chain delays with manufactures.

Cost of goods sold. Cost of goods sold decreased by $31,047 in$61,919, or 7.0%, to $822,147 for the period endingyear ended December 31, 2016,2022, as compared to $884,066 for the year ended December 31, 2015.  2021. Such decrease was primarily due to decreased freezer and chillers sales, offset by increased product and shipping costs.

Gross profit. Our gross profit as a percentage of sales margin increaseddecreased to 69% in 201659.7% for the year ended December 31, 2022, as compared to 61%68.6% for the year ended December 31, 2021. The decrease in 2015.  Our gross margin percent is influenced byprofit percentage was primarily due to the decrease in freezer and chiller sales, mix, with the ultra-low temperature freezers carrying significantly higher margins than the more generic lab supplies. We are working to further increase gross margins through working with current vendors to obtain more favorable costing or identifying and qualifying new vendors who offer more favorable pricing without compromising quality.increased product and shipping costs.

The salariesSalaries and wages. Salaries and wages decreased $43,828 in 2016increased by $27,973, or 4.6%, to $636,038 for the year ended December 31, 2022, as compared to 2015 is$608,065 for the net result of salary changes, personnel reductions, a reduction inyear ended December 31, 2021. Such increase was primarily due to increased headcount as well as stock-based compensation relating to legal fees.

General and utilizing contractors for work, where possible.  Our plan is to continue to use outside contractors where practical to enable us to maintain our employee level.  

administrative. General and administrative expenses increased $20,047decreased by $16,810, or 3.9%, to $419,589 for 2016the year ended December 31, 2022, as compared to 2015.  Expense levels going forward are expected$436,399 for the year ended December 31, 2021. Such decrease is a result of decreased revenues and operations, the cumulative result of small savings in numerous expenses, offset by increased advertising and marketing costs.

Research and development. Research and development expenses increased by $15,085, or 25.9%, to approximate$73,425 for the 2016 levels.year ended December 31, 2022, as compared to $58,340 for the year ended December 31, 2021. Such increase is a result of continued enhancements to the ultra-cold CBD oil chiller during the period.

Other income. Other income decreased to $35,406 in 2016was $0 for the year ended December 31, 2022, as compared to $835,937 in 2015.  During 2015 it$111,265 for the year ended December 31, 2021, a result of forgiveness of our PPP loans.

Net income. As a result of the cumulative effect of the factors described above, our net income was determined that$89,396 for the statute of limitations had expired onyear ended December 31, 2022, as compared to $939,065 for the outstanding debentures, default penaltyyear ended December 31, 2021. Management continues to look for opportunities to increase sales, improve gross margins and accrued interest.  Accordingly, all amounts were removed from the financials with the result being a gain on extinguishment of debt of $1,355,375, reduced by $59,486 in interest expense.control ongoing operating expenses.

We had a net loss of $216,196 in 2016, a decrease of $1,052,133 over the $835,937 profit realized in 2015 due to the gain of $1,355,375 recognized on the extinguishment of debt recognized in 2015.  

Seasonality and Cyclicality

We do not believe our business is cyclical.

Liquidity and Capital Resources

Our cash resources atAs of December 31, 2016, were $263,964, with accounts receivable2022 and 2021, our current assets exceeded current liabilities by $2,179,237 and $2,063,516, respectively, and we had cash and cash equivalents of $73,424$1,381,927 and inventory$1,473,924, 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 $226,967, net of reserves. Our working capital at December 31, 2016 was $508,387.  This compares to working capital of $502,203 at December 31, 2015.  Cash Flow

In 2016,The following table provides detailed information about our net cash required to fundflow for the period indicated:

Net cash used in operating activities was $18,727$91,997 for the year ended December 31, 2022, as compared to net cash provided by operationsoperating activities of $31,913 in 2015.  We anticipate that in 2017, with$831,382 for the benefityear ended December 31, 2021. Significant factors affecting operating cash flows was primarily a result of continued cost reductionsdecreased customer deposits and increased revenue, we will generate positive cash from operating activities. decreased net income during the year ended December 31, 2022.

We continue our workworking 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 lease office and warehouse space under a non-cancelable operating lease in Utah, which expires November 30, 2017.  Future minimum lease payments under the operating lease at December 31, 2016 are $34,100 for this facility.  In addition, at December 31, 2016 we have one automobile lease with future minimum lease payments of $4,368.None noted.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to Registrant.

Item 8. Financial Statements

The financial statements of the Company are set forth immediately following the signature page to this Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

We had no disagreements on accounting and financial disclosures with our accounting firm during the reporting periods covered by this Annual Report.None.

Item 9A. Controls and Procedures

As of the end of the period covered by this Annual Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief/Principal Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”). Based on this evaluation, our Chief Executive Officer and Chief 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 President 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 Chief Financial Officer have concluded that our disclosure controls and procedures are not effective due to the material weakness in the Company’s internal control discussed below.control. 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.

Management’s Annual Report on 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). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2016.2022. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework

(2013). Based on this evaluation, our management concluded that, as of December 31, 2016,2022, our internal control over financial reporting was effective.not effective due to the lack of segregation of duties inherent in a small company.

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Inherent Limitations over Internal Controls

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Changes in internal control over financial reporting

We have made no change in our internal control over financial reporting during the last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report on Form 10-K.

Item 9B. Other Information

None; not applicable.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None; not applicable.

PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

Identification of Directors and Executive Officers

The following table sets forth the names of all of our current directors and executive officers. These persons will serve until the next annual meeting of the stockholders or until their successors are elected or appointed and qualified, or their prior resignation or termination.

* These persons presently serve in the capacities indicated.

Business Experience

Kim Boyce - CEO, Director

Mr. Boyce, 62, is the founder of69,founded Reflect Scientific in 1993 and serves as President, Chief Executive Officer and Chairman of our Board of Directors. Mr. Boyce has over thirty40 years of experience in manufacturing, sales, distribution and managementmanagement. His prior experience includes executive roles with Grace/Alltech Scientific, where he served as manager – distribution and sales and manager – plant operations. He also co-founded Labtech Scientific Products in Northern California, a distribution company specializing in equipment for use in life science and environmental related industries. He has an accomplished track record in strategic business development in a variety of scientific products related to companiesmarkets, including the pharmaceutical and biotechnology sectors and cold chain management. Mr. Boyce received his technical training at DeAnza College in the chemical analysis, semiconductor fabricationCupertino, CA and optics industries. His responsibilities have included serving as a Western Regional Sales Manager, OEM Special Accounts Manager, Plant Operations Manager and various other senior management positions within these industries.his business training at San Jose State University.

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Thomas Tait - Vice President, Secretary, Director

Mr. Tait, 60,68, serves as Vice President. Mr. Tait brings experience with accelerated product development, “lean” process management tools, strategic market analysis, and acquisition integration. Mr. Tait joined us from Danaher Company where he was a Business Manager over a $120 million in sales product line. Prior assignments have included General Manager of HyperQuanHyper Quan Inc., Product Manager J&W Scientific and Project Manager Varian Inc. He also co-founded ChiraTechChira Tech Inc, a high technology Company that was sold to Thermo Electron Corporation. Mr. Tait holds an MBA in Technology Management from the University of Phoenix and a BS in Chemistry from Clarkson University. He also holds patents in Optics and MEMS technologies.

William G. Moon, Director

Mr. Moon, 67,74, has over 30 years experience in startup and engineering related companies. His leadership experience includes assisting in the formation of what became the world’s largest disk drive company, Quantum Corporation, with over 10,000 employees. He was Principal Engineer and Vice President of Engineering for over twenty years, during which time he co-designed numerous standard-setting disk drives. During that time, he was a co-founder of a wholly

owned Quantum subsidiary, Plus Development, and was key in the invention of the Hardcard, the first hard drive on a plug-in card. He helped create a partnership with Panasonic for the world’s first totally automated disk drive assembly plant in Japan, producing over 100 million disk drives. Prior to that, Mr. Moon designed memory products at Hewlett Packard Labs in their Disk Memory Division. Over the past five years Mr. Moon has served as technical advisor to several companies and has sat on several boards.

Keith Merrell - Chief Financial Officer / Treasurer

Mr. Merrell, 71, serves as our Chief Financial Officer, Treasurer and General Manager.  Mr. Merrell draws on over 30 years of accounting experience to manage all of our accounting functions and to interface with our independent public accountants.  He spent two years in the field of public accounting, and served as Chief Financial Officer or Controller of five companies prior to joining us.  His business career also includes extensive experience in management, sales and marketing, consulting, and merger and acquisition work. He graduated from Arizona State University with a B.S. degree in Accounting.

We believe that, based on education and experience all of our directors are qualified to serve.

Significant Employees

There are no employees who are not executive officers who are expected to make a significant contribution to our Company’s business.

Family Relationships

There are no family relationships between our officers and directors.

Involvement in Certain Legal Proceedings

During the past five years, no director, person nominated to become a director, executive officer, promoter or control person of our Company:

(1) was a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time;

(2) was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(4) was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

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Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires that our executive officers and directors and persons who beneficially own more than 10% of our common stock, file initial reports of stock ownership and reports of changes in stock ownership with the Securities and Exchange Commission. Officers, directors, and greater than 10% owners are required by applicable regulations to furnish our Company with copies of all Section 16(a) forms that they file.

Based solely on a review of the copies of such forms furnished to us or written representations from certain persons, we believe that during our calendar year ended December 31, 2016,2022, all filing requirements applicable to our officers, directors and 10% stockholders were met by such persons.

Code of Ethics

We have adopted a Code of Ethics that applies to all of our directors and executive officers serving in any capacity for our Company, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, which Code of Ethics was attached to our Form 10-K annual Report for the year ended December 31, 2003. See Part IV, Item 15.

Nominating Committee

We have not established a Nominating and Corporate Governance Committee because we believe that the three members currently comprising our Board of Directors are able to effectively manage the issues normally considered by a Nominating and Corporate Governance Committee.

Audit Committee

Due to the size and status of our Company we have no Audit Committee, and are not required to have an audit committee. We do not believe the lack of an Audit Committee will have any adverse effect on our financial statements, based upon our current operations. We will assess whether an audit committee may be necessary in the future.

Item 11. Executive Compensation

The following table sets forth the aggregate compensation paid by us for services rendered during the periods indicated:

SUMMARY COMPENSATION TABLE

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Outstanding Equity Awards

AtAs of December 31, 2016,2022, there are no outstanding equity awards.

Compensation of Directors

Item 12. Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of March 15, 2017,24, 2023, the names, addresses and number of shares of common stock beneficially owned by all persons known to the management of Reflect Scientific to be beneficial owners of more than 5% of the outstanding shares of common stock, and the names and number of shares beneficially owned by all directors of Reflect Scientific and all executive officers and directors of Reflect Scientific as a group (except as indicated, each beneficial owner listed exercises sole voting power and sole dispositive power over the shares beneficially owned).

For purposes of this table, information as to the beneficial ownership of shares of common stock is determined in accordance with the rules of the Securities and Exchange Commission and includes general voting power and/or investment power with respect to securities. Except as otherwise indicated, all shares of our common stock are beneficially owned, and sole investment and voting power is held, by the person named. For purposes of this table, a person or group of persons is deemed to have "beneficial ownership" of any shares of common stock, which such person has the right to acquire within 60 days after the date hereof. The inclusion herein of such shares listed beneficially owned does not constitute an admission of beneficial ownership.

All percentages are calculated based upon a total number of 65,401,08685,214,086 shares of common stock outstanding as of March 15, 2017,24, 2023, plus, in the case of the individual or entity for which the calculation is made, that number of options or warrants owned by such individual or entity that are currently exercisable or exercisable within 60 days.

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Changes in Control

There are no current or planned transactions that would or are expected to result in a change of control of our Company.

Securities Authorized for Issuance under Equity Compensation Plans

The 2007 Equity Inventive Plan as amended on December 31, 2009, authorized the Company to issue 12,000,000 shares of stock options and restricted stock under an equity plan. The plan had an expiration date of December 31, 2019. No stock or option awards were outstanding at the time the plan expired.

Item 13. Certain Relationships and Related Transactions

Transactions with Related Persons

None.In the years ended December 31, 2022 and 2021, there were no related party transactions.

Parents of the Issuer

None; however Kim Boyce, our President and a director, may be deemed to be our “Parent” by virtue of his substantial shareholdings in our Company.

Transactions with Promoters and Control Persons

There were no material transactions, or series of similar transactions, during our Company’s last five fiscal years, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party in which the amount involved exceeded $120,000 and in which any promoter or founder of ours or any member of the immediate family of any of the foregoing persons, had an interest.

Item 14. Principal Accounting Fees and Services

The following is a summary of the fees billed to us by our principal accountants during the fiscal years ended December 31, 20162022 and 2015: 2021:

Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably

related to the

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performance of the audit or review of our financial statements and are not reported under “Audit fees.”

Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

We do not have an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.

The Board of Directors has received from our auditors the matters required to be discussed by PCAOB Auditing Standard No. 16 (Communications with Audit Committees).

PART IV

Item 15. Exhibits

Exhibits

* Previously filed with the Securities and Exchange Commission in the form indicated and incorporated by reference

Additional Exhibits Incorporated by Reference

* Previously filed and incorporated by reference.

Item 16. Form 10-K Summary.

None.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the Company caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

REFLECT SCIENTIFIC, INC.

In accordance with the Securities Exchange Act, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

REFLECT SCIENTIFIC, INC.

REFLECT SCIENTIFIC, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2016 and 2015

C O N T E N T S

Report of Independent Registered Public Accounting Firm

30

Consolidated Balance Sheets

 31 - 32

Consolidated Statements of Operations

 33

Consolidated Statements of Shareholders’ Equity (Deficit)

 34

Consolidated Statements of Cash Flows

 35

Notes to the Consolidated Financial Statements

 36

26

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Reflect Scientific, Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Reflect Scientific, Inc. and subsidiaries (“the Company”) as of December 31, 20162022 and 2015, and2021, the related consolidated statements of operations,income, stockholders’ equity, and cash flows for each of the years in the two yeartwo-year period ended December 31, 2016. 2022 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedthe Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.misstatement, whether due to error or fraud. The companyCompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included considerationAs part of our audits, we are required to obtain an understanding of internal control over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion,Critical Audit Matters

Critical audit matters are matters arising from the consolidatedcurrent period audit of the financial statements referredthat were communicated or required to above present fairly, in allbe communicated to the audit committee and that (1) relate to accounts or disclosures that are material respects,to the financial position of Reflect Scientific, Inc. as of December 31, 2016statements and 2015, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.(2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has experienced recurring losses from operations and has an accumulated deficit as of December 31, 2016 which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City,We have served as the Company’s auditor since 2015.

Draper, UT

March 31, 2017  30, 2023

REFLECT SCIENTIFIC, INC. AND SUBSIDIARIES

Consolidated Balance SheetsCONSOLIDATED BALANCE SHEETS

ASSETS