SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act
January 25, 2006
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Date of Report
(Date of earliest event reported)
Reflect Scientific, Inc.
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(Exact name of registrant as specified in its charter)
UTAH 000-31377 87-0642556
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
970 Terra Bella Avenue
Mountain View, California 94043
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(Address of Principal Executive Offices)
(650) 960-0300
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(Registrant's Telephone Number)
N/A
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(Former Name or Former Address if changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of
the following provisions (see general instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14-a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
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On November 29, 2005, we announced the execution of a Letter of
Intent to acquire Cryomastor Corporation ("Cryo") a California corporation.
The acquisition of Cryo and their newly developed ultra low temperature
("ULT") freezer will provide our Company with tremendous growth potential.
Please see the Press Release of November 29, 2005, which is attached hereto
and incorporated herein by reference. See Item 9.01.
Then, pursuant to the Letter of Intent, we loaned Cryo Two Hundred
Thousand Dollars ($200,000) on January 25, 2006. Upon the closing of the Plan
of Merger outlined in the letter of intent, the principal amount of the loan
will be included in and accounted for as part of the Merger.
In the event that the Plan of Merger is not closed, the loan will be
repaid to us on or before December 31, 2006, with accrued interest on the
outstanding principal at an annualized rate of five (5) percent from the date
acknowledged by us and Cryo that the Plan of Merger will not close. Such
interest shall be calculated using a straight line method and will not include
compounding.
The funds shall be utilized to support the design, development and
production of up to ten (10) production units of the Cryo product.
Item 9.01. Financial Statements, Pro Forma Financial Information and
Exhibits.
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Exhibit
Number Description
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99.1 Press Release of November 29, 2005
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
REFLECT SCIENTIFIC, INC.
Dated: 01/27/06 /s/ Kim Boyce
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Kim Boyce
President & Director