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 believes there have been no significant changes during the three and sixnine month periods ended JuneSeptember 30, 2013, 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, 2012.

Plan of Operation and Business Growth

Our efforts continue focus on increasing the sales of our life science consumables and detectors while, at the same time, working on the commercialization of our liquid nitrogen refrigeration products.  Of those liquid nitrogen refrigeration products, the refrigerated trailer, known as a “reefer”, is receiving highest

priority.  We have our first manufactured unit operational and are currently operating itconducting road tests and collecting data as to its efficiency and reliability.

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

Concurrent with the development and commercialization of the above products, we have completed our on-line catalog and are making progress in identifyingenrolling new distributors for our consumable products.  ItWe believe the upturn in sales during the three months ended September 30, 2013 is expected that new distribution partners will reverse the sales decline in our consumable products.validation of those efforts.

Our revenues during the reporting period decreasedincreased more than 27% during 2013 compared to 2012 revenues.  A slow-downWe attribute this increase in European sales, coupled withrevenue to the discontinuanceconcerted effort made in developing and publishing our new catalog, developing and implementing our new web site, and the adding of some product lines offerednew distributors.  While one quarter does not establish a trend, we are encouraged by one of our major distributors are the major reason for the declining revenue.  We do not expect this trendresults to continue.date. We are currently working to bring on newadditional distributors who will carry our entire line of specialty laboratory products.products, expanding our markets and leveraging their existing customer bases.  While some of our products are relatively new to the marketplace and we expect the demand for those to grow as customers become more familiar them, there are a number of our product lines which are well established and have strong, consistent demand. With the additionaladdition of new distribution channels we believe that sales will increase over the remainder of the year.  

Results of Operations

Three Months Ended JuneSeptember 30, 2013 and 2012

Revenues decreasedincreased during the quarter ended JuneSeptember 30, 2013, to $296,271$389,562 from $357,697$305,713 for the quarter ended JuneSeptember 30, 2012, a decreasean increase of $61,426.$83,849.  We completed our catalog web site and have distributed our catalog to a number orof potential new distributors.  We believe we are beginning to see resultsthe upward trend of revenues seen during the quarter result from those efforts, as sales for the 2^nd quarter of 2013 were $27,577 higher than those for the 1^st quarter of 2013.efforts.  We are currently working to bring onhave added additional distributors to expand the distribution channels for our products.  As additional distributors come on we anticipate that revenues for the remaining reporting periods of 2013 will increase over those reported for this three month period.   All of the revenues generated during the three month period ended JuneSeptember 30, 2013 were from our specialized laboratory supplies and detector sales. We

are continuing work to refine and commercialize the ultra low temperature freezer technologies, and have hired a consulting group to identify and qualify potential customers for those technology products.  

With decreasedincreased sales during the reporting period, cost of goods decreasedincreased in the quarter ending JuneSeptember 30,

2013, as compared to JuneSeptember 30, 2012 to $125,301$181,931 from $163,894, a decrease$145,822, an increase of $38,593.$36,109. The gross profit   percentage increased to 58%53% for the three months ended JuneSeptember 30, 2013, compared to 54%52% for the three months ended JuneSeptember 30, 2012.  The gross profit percentage is dependent on the mix of product sales, which varies from quarter to quarter, and was benefited in the current quarter by a significantan increase in detector sales, which carry higher margins than some of the commodities.our commodity products.  We continue to actively work to obtain more favorable pricing from our vendors in order to increase the margins realized on our product lines.  

As a result of our continued focus on operating expenses we realized a reduction of operating expenses in the current period.  This reduction is the result of cost reduction efforts implemented by management and an ongoing quest to gain additional operating efficiencies.  Operating expenses for the three months ended JuneSeptember 30, 2013 were $229,636; this$222,621, which represents a decrease of $43,842$56,047 from the $273,478$278,668 in operating expenses recorded for the three month period ended JuneSeptember 30, 2012.  The decrease results primarily from reductions in advertising, salaries, payroll taxes, licensing,professional fees, research and development expenses and lower depreciation and amortization charges, offset in part by increases in consulting fees and research and developmentadvertising costs.  Operating expenses for the remaining reporting periods inthree months of 2013 are expected to remain close toapproximate the expense levels shown for the three month period of this report.ended September 30, 2013.

The net loss for the three month period ended JuneSeptember 30, 2013 was $87,675, an improvement$45,449, a decrease of $125,330$3,331,195 from the $213,005 loss$3,285,746 profit for the three month period ended JuneSeptember 30, 2012.2012, which benefited from the $3,428,875 gain on extinguishment of debt.  Management continues to look for opportunities to increase sales, improve gross margins and reduce ongoing operating expenses in order to achieve sustained profitability.

The net loss for the three months ended JuneSeptember 30, 2013 was $0.01 per share.  The net lossprofit for the three months ended JuneSeptember 30, 2012 was also $0.01$0.07 per share.

SixNine Months Ended JuneSeptember 30, 2013 and 2012

Revenues decreased during the sixnine month period ended JuneSeptember 30, 2013, to $564,965$954,527 from $682,714$988,427 for the sixnine month period ended JuneSeptember 30, 2012, a decrease of $117,749.$33,900.  All of the revenues were generated from our specialized laboratory supplies and detector sales, as we work to continue to refine and commercialize the ultra low temperature freezer technologies.  We completed our catalog web site

and have distributed our catalog to a number orof potential new distributors.  We are currently working to bringhave brought on additional distributors to expand the distribution channels for our products.  As additional distributors come on we anticipate that revenues for the remaining reporting periods of 2013 will increase over those reported for this six month period.  

Decreased sales during the reporting period reduced cost of goods in the sixnine month period ending JuneSeptember 30,

2013 by $68,997,$32,888, to $266,992$448,923 for the sixnine month period ended JuneSeptember 30, 2013 from $335,989$481,811 for the sixnine month period ended JuneSeptember 30, 2012. The gross profit   percentage increased to 53% for the sixnine month period ended JuneSeptember 30, 2013, compared to 51% for the sixnine months ended JuneSeptember 30, 2012.  The gross profit percentage is dependent on the mix of product sales, which varies from quarter to quarter.  We continue to actively work to obtain more favorable pricing from our vendors in order to increase the margins realized on our product lines.  

Continued focus to reduce operating expenses resulted in a reduction of $109,084$165,131 in the current sixnine month period.  This reduction is the result of cost reduction efforts implemented by management and an ongoing quest to gain additional operating efficiencies.  Operating expenses for the sixnine months ended JuneSeptember 30, 20132012 were $443,319,$831,071, compared to $552,403$665,940 shown for the sixnine month period ended JuneSeptember 30, 2012.  The decrease results primarily from reductions in advertising, salaries, licensing, and lower amortization charges, offset in part by an increase in consulting fees.  Operating expenses for the remaining reporting periods in 2013 are expected to remain close to the expense levels shown for the period of this report.2013.

The net loss for the sixnine month period ended JuneSeptember 30, 2013 was $198,827,$244,276, a $273,472 improvement$3,057,723 decline from the $472,299 loss$2,813,447 net income for the sixnine month period ended JuneSeptember 30, 2012.2012, which benefited from the $3,428,875 gain on extinguishment of debt.  Management continues to look for opportunities to increase revenue, improve gross margins and reduce ongoing operating expenses in order to achieve profitability.

The net loss for the sixnine months ended JuneSeptember 30, 2013 was $0.01 per share.  The net lossprofit for the sixnine months ended JuneSeptember 30, 2012 was also $0.01$0.06 per share.

Seasonality and Cyclicality

We do not believe our business is cyclical.

Liquidity and Capital Resources

Our cash resources at JuneSeptember 30, 2013, were $215,126,$191,385, with accounts receivable of $124,637$168,328 and inventory of $325,774.$329,267. To this time we have relied on revenues and sales of equity and debt securities for our cash resources.   Our working capital deficit on JuneSeptember 30, 2013, was $589,601,$623,284, due primarily to the $650,000 in outstanding debentures and $471,375$500,625 in accrued interest on those debentures.  Working capital on December 31, 2012 was a deficit of $414,835.  Management is working to obtain financing to enable it to retire the remaining outstanding debentures and provide the capital needed to commercialize the low temperature freezer and refrigeration technology.  There can be no assurance that funds will be available, or that terms of available funds will be acceptable to the Company.  The inability of the Company to obtain funding at acceptable terms could negatively impact its ability to execute its business plan.

For the sixnine month period ended JuneSeptember 30, 2013, net cash used for operating activities was $44,236$66,403 which compares to $59,189$125,025 of net cash used for operating activities for the sixnine month period ended JuneSeptember 30, 2012.  

Off-Balance Sheet Arrangements

We lease office and warehouse space under a non-cancelable operating lease in Utah.  Future minimum lease payments under the operating lease at JuneSeptember 30, 2013 are $52,700$43,400 for that facility.  In addition, we

have automobile leases with future minimum lease payments of $1,965.$3,930.

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 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 effective to a reasonable assurance level of achieving such objectives.  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.

There were no changes in our internal control over financial reporting during the period covered by this Quarterly Report.

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

On October 16, 2009, the Company filed a complaint in the Third District Court in the State of Utah in which it seeks the return of the stock issued for the acquisition of Cryomastor.  The action alleges misrepresentation and, in addition to the return of the stock, seeks monetary damages.

In December 2011 the case was submitted to arbitration and a settlement agreement was reached.  As a part of the settlement two patents were assigned to the Company, the royalty agreement was terminated and agreement was reached on the return of stock issued as a part of the acquisition of Cryomastor.  AsOn September 20, 2013 1,130,000 shares of our common stock were returned pursuant to the settlement

terms.  The stock will be retired upon receipt of the datedocumentation required by the transfer agent reducing our number of this filing, the defendant has assigned the patents but has not submitted the stock agreed uponshares issued and is thus in breach of the terms of the settlement agreement.  Notice of such breach has been sent.outstanding.

ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

We have not sold any restricted securities during the sixnine months ended JuneSeptember 30, 2013.  

15

Use of Proceeds of Registered Securities

None; not applicable.

Purchases of Equity Securities by Us and Affiliated Purchasers

During the sixnine months ended JuneSeptember 30, 2013, we have not purchased any equity securities nor have any officers or directors of the Company.

ITEM 3.  Defaults Upon Senior Securities

At JuneSeptember 30, 2013, the remaining outstanding convertible debentures in default were $650,000, including penalties.  The debentures bear an 18% interest rate.  The Company accrued an additional $29,250 in interest during the quarter ended JuneSeptember 30, 2013.  The total accrued interest on this remaining debenture was $471,375$500,625 as of JuneSeptember 30, 2013.  Assuming the debentures were converted, 1,000,000 shares of restricted common stock would be issued.

ITEM 4.  Mine Safety Disclosure

Not applicable.

ITEM 5.  Other Information.

None

ITEM 6.  Exhibits

(a)

Exhibits.

16

Exhibits

Additional Exhibits Incorporated by Reference

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned, thereunto duly authorized.

Reflect Scientific, Inc.

(Registrant)

Date:

August 14,November 12, 2013

By:  /s/ Kim Boyce

       Kim Boyce, CEO, President and Director

Date:

August 14,November 12, 2013

By:  /s/ Tom Tait

        Tom Tait, Vice President and Director

Date:

August 14,November 12, 2013

By:  /s/ Keith Merrell

        Keith Merrell, CFO, Principal Financial

Officer