SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

December 31, 2003
Date of Report
(Date of Earliest Event Reported)

Reflect Scientific, Inc.
(Exact Name of Registrant as Specified in its Charter)

    Utah                    000-31377                   87-0642556
    ----                    ---------                   ----------
(State or other          (Commission File No.)      (IRS Employer I.D. No.)
 Jurisdiction)

                        970 Terra Bella Avenue
                    Mountain View, California 94043
                    -------------------------------
                (Address of Principal Executive Offices)

                             (650) 960-0300
                             --------------
                      Registrant's Telephone Number

                               Cole, Inc.
                         1223 Wilshire Blvd., #912
                      Santa Monica, California 90403
                      ------------------------------
      (Former Name or Former Address if changed Since Last Report)


Item 1. Changes in Control of Registrant.

(a) Effective as of December 31, 2003, the Registrant ("Cole, Inc."), Reflect Scientific, Inc., a California corporation ("Reflect"), and all of the stockholders of Reflect (the "Reflect Stockholders"), executed an Agreement and Plan of Reorganization (the "Agreement"), whereby the Registrant agreed to acquire 100% of the outstanding shares of common stock of Reflect in exchange for an aggregate of 22,914,949 shares of common stock of the Registrant. The combination of these entities was treated as a "reverse" reorganization for accounting purposes, and Reflect became a wholly-owned subsidiary of the Registrant on closing.

By virtue of (i) the percentage of the Registrant acquired under the Agreement by the Reflect Stockholders; and (ii) the provisions of the Agreement that provided for the election of the current sole director and executive officers of Reflect to the Board of Directors and as officers of the Registrant, this Agreement may be deemed to have involved a "change of control."

The source of the consideration used by the Reflect Stockholders to acquire their respective interests in the Registrant was the exchange of outstanding securities of Reflect.

The primary basis of the "control" by the Reflect Stockholders is stock ownership and/or management positions.

The principal terms of the Agreement were:

1. The issuance, pro rata, of an aggregate of 22,914,949 shares of common stock ("restricted securities") of the Registrant for 100% of the outstanding shares of Reflect;

2. Following the closing of the Agreement, the Registrant amended its Articles of Incorporation to change its name to "Reflect Scientific, Inc.," without stockholder approval, as allowed under Article XI of its Articles of Incorporation; has obtained a new Cusip Number; and will be obtaining a new OTC Bulletin Board Symbol for such name. The Articles of Amendment authorizing a name change without further stockholder approval were filed with the Utah Department of Commerce on September 8, 2003, and the Articles of Amendment changing the name of the Registrant were filed with the Utah Department of Commerce on January 12, 2004. Copies of these documents accompany this Current Report and are, by this reference, incorporated herein. See Item 7, Exhibits 3.1 and 3.2.;

3. SCS, Inc., a Utah corporation ("SCS"), and its President and sole stockholder, Karl S. Smith, and all of the current directors and executive officers of the Registrant, delivered at the closing, their Letter Agreement in satisfactory form to the Registrant and Reflect in consideration of such closing to the effect that any Registrant securities owned or hereafter acquired by either of them for a period of one year from the closing shall be subject to resale in compliance with "broker's transactions" and "manner of sale" requirements as those terms are defined in Rule 144 of the Securities and Exchange Commission, together with any other requirements necessary to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), and the general rules and regulations promulgated thereunder by the Securities and Exchange Commission, with the stock certificates representing any such shares to be imprinted with an appropriate notation reflecting these resale conditions. The Registrant believes these notations, together with instructions to its transfer and registrar agent, will allow it to reasonably monitor and ensure compliance with these resale restrictions.

4. The designation of the sole director and executive officers of Reflect to the Board of Directors of the Registrant and as officers of the Registrant.

Prior to the completion of the Agreement, there were 1,085,051 outstanding shares of the Registrant's common stock. Following the completion of the Agreement, there were 24,000,000 outstanding shares of common stock.

A copy of the Agreement, including all material exhibits and related instruments, accompanies this Current Report, which, by this reference, is incorporated herein; the foregoing summary is modified in its entirety by such reference. See Item 7, Exhibit 2.1.

(b)(i) To the knowledge of management and based upon a review of the stock ledger maintained by the Registrant's transfer agent and registrar, the following table sets forth the beneficial ownership of persons who owned more than five percent of the Registrant's common stock prior to the closing of the Agreement, and the share holdings of the then members of management:

Name                      Positions Held      Shares Owned          %
----                      --------------      ------------         ---

James P. Doolin           President and            26,250           2.40%
                          Director

Shane E. Thueson          Vice President            5,000            .04%
                          and Director

Luke Bradley              Secretary and             5,000            .04%
                          Director

Leonard W. Burningham     Shareholder             213,551          19.7%

Sharlene T. Doolin        Shareholder             200,000          18.4%

Duane S. Jenson           Shareholder             200,000          18.4%

Quad D. Partnership*      Shareholder             333,500          30.7%


TOTALS:                                           983,301          89.7%

* Sharlene T. Doolin may be deemed to be the beneficial owner of Quad D Partnership's shares as she is the general partner of Quad D Partnership; and the mother of James P. Doolin.

(b)(ii) To the knowledge of management and based upon a review of the stock ledger maintained by the Registrant's transfer agent and registrar, the following table sets forth the beneficial ownership of persons who owned more than five percent of the Registrant's common stock following the closing of the Agreement, and the share holdings of the new members of management:

Name                      Positions Held       Shares Owned         %
----                      --------------       -------------       --

Kim Boyce                 President and        18,723,250          78.0%
                          Sole Director

Pamela Boyce              Secretary                -0-              0.0%

Diversified Investments   Shareholder           1,681,500           7.0%
LLC

SCS, Inc.                 Shareholder           2,310,199           9.6%

       TOTALS:                                 22,714,949          94.6%

Item 2.   Acquisition or Disposition of Assets.
          -------------------------------------

(a) See Item 1.

The consideration exchanged under the Agreement was negotiated at "arms length," and the Board of Directors of the Registrant used the following criteria in evaluating whether the Agreement should be completed: the relative value of the assets of the Registrant in comparison to those of Reflect; Reflect's present and past business operations; the future potential of Reflect; its management; and the potential benefit to the stockholders of the Registrant. The Board of Directors determined that the consideration for the exchange was reasonable, under these circumstances, in their good faith judgment.

No director, executive officer or five percent or more stockholder of the Registrant had any direct or indirect interest in Reflect or the Reflect Stockholders prior to the completion of the Agreement; similarly, no nominee to become a director or any Reflect Stockholder or any beneficial owner of any Reflect Stockholder had any interest in the Registrant prior to the closing of the Agreement.

(b) The Registrant is a successor to and intends to continue the planned business operations intended to be conducted by Reflect.

The following is a summary of certain general information about Reflect:

REFLECT SCIENTIFIC, INC.

Business

Reflect is a privately held California corporation engaged in 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. Mr. Kim Boyce, founded the Company in Mountain View, California, in 1993 to provide the aforementioned products to customer specification and in specialized packaging direct to high volume OEM clients. The focus by Mr. Boyce on dedicated customer service and technical support has driven an unbroken increase in sales since incorporation.

Chromatography, which is a laboratory technique for separating a mixture of compounds into its individual components, is the most prevalent chemical analysis technique in the world. Many of the products from Reflect Scientific are related directly to this analytical technique. The Company holds an excellent niche share of an immense global market and has maintained a positive growth profile since inception.

Reflect boasts a product line of over 1,000 items that includes gas ultra purification filters, molecular sieves and various scientific items necessary to most chemistry laboratories in the world. Several first tier corporations in the global market place, are the primary buyers of Reflect's filters, which Reflect manufactures internally and delivers to its OEM customer base. It is this customer-focused system, incorporating tailor-made products to the customer's specification, that has developed a solid customer base. Reflect's established access to so many local leading companies that utilize Reflect's existing products present Reflect with a unique opportunity for growth.

Reflect's existing manufacturing locations in Union City, California and Ogden, Utah, produce the glass vial caps, silicone liners, laser filtration products, gas chromatography filtration products, high pressure liquid chromatography products various ferrules and high temperature septa products.

The OEM Strategy, as instigated by Reflect, to manufacture products as defined by the buyer and to nameplate these products with the name of the buyer, as if Reflect were an in-house R&D company manufacturing specifically for a parent, has proved to be imminently successful in creating a niche market. By producing precisely what OEM's required in such critical areas as gas purifiers, Reflect was not under pressure to create its own catalogue, nor does it now compete against any other producer of similar "consumables" directly, since its work is within the scientific confines of the buyer company and often carries the nameplate of the buyer. It was and remains the belief of Mr. Boyce as CEO that this unique sales direct to the scientific markets for semiconductor fabrication, bio-technology and chemical analysis will yield an ever increasing income stream if developed carefully over the next ten to twenty years.

Chromatography, Generally

Chromatography is a widely used method to separate, detect and quantify organic chemicals. The procedure relies upon capillary action as the separating mechanism. There are several types of chromatography, including liquid and gaseous applications. Reflect is active in all of the sub-markets of chromatography.

Gas Chromatography

Gas Chromatography is a method for separating the components of a solution and measuring their relative quantities. It is a useful technique for chemicals that do not decompose at high temperatures and when a very small quantity of a sample (micrograms) is available.

In gas chromatography, a sample is rapidly heated and vaporized at the injection port of the instrument. The sample is transported through the column by a mobile phase consisting of an inert gas. Sample components are separated based on their boiling points and relative affinity for the stationary phase, which is most often viscous liquid within the column. The higher a components affinity for the stationary phase, the slower it traverses the length of the separation column. The components are detected and represented as peaks on a chromatogram. Gas chromatographs are routinely found in all petrochemical, pharmaceutical and environmental laboratories, to name just a few (generally all wet chemistry laboratories will have a chromatograph instrument).

Research and Development

In 2002, Reflect expended $0 for research and development. From January 1, 2003, to September 30, 2003, Reflect expended $11,707 for research and development.

Facilities

Ogden, Utah - This facility is a manufacturing and office facility with 2,552 square feet of space; Reflect rents this facility on a month to month basis at $1,688 per month.

Union City, California - This facility is also a manufacturing and office facility with 3,936 square feet of space; Reflect leases this facility at $2,947 per month with the lease term expiring June 31, 2004.

Mountain View, California - This facility is office space only with 1,870 square feet of space; Reflect leases this facility at $1,717 per month with the lease term expiring June 31, 2005.

Employees

Reflect employs eight full time employees and two part time employees.

Growth Plan

Outlined below are the key elements of Reflect's current plans to (i) expand its existing business and (ii) create and position a transformed business in the Biotech, and other high growth industries.

Expand into Biotech Analytical/Instrumentation and Medical Diagnostics Equipment

Reflect has an established position as a supplier of analytical equipment to scientific communities across a broad range of industries, which already includes the biotech sector.

Biotech companies rely heavily on their ability to collect and rapidly analyze high volumes of samples and to develop key tests for genes and proteins. In many cases equipment that is presently available from suppliers is inadequate. This has created a need for custom manufacturing of analytical and diagnostic tools to support efforts in the Genome, Proteome and Genetic Engineering fields. These fields are becoming well established and many pharmaceutical companies are securing positions with key biotech companies as the outlook for protein based "personalized" drug therapies grows closer. Several potential acquisitions of small companies (engaged in the fabrication of related analytical equipment) have been identified that would allow RSI to build a stronger presence in the Biotech Markets.

Biotech Technology Acquisitions/Licensing

Once established in this field as a service provider, RSI can develop alliances and identify additional areas of opportunity. Several consultants have been contacted and identified as individuals who could provide RSI with excellent insight. This, coupled with RSI's own presence, should provide a firm basis upon which a technology portfolio can be built. There has been a wealth of intellectual property developed in the Biotech area by universities, government institutions, etc., all of which is available for licensing. Individual pieces of technology, while not enabling on their own, can in aggregate create a technology platform that will provide the proper foundation to transform RSI into a leading edge company with high market value added. The above route is preferred against trying to acquire an existing Biotech company, which (even if available) would come at extremely high multiples. RSI's goal is to create intrinsic value. Hiring expertise to build this core competency, although a critical issue, is not anticipated to be difficult. Universities are graduating numerous students trained in "molecular biology" and experienced individuals are usually keen to "participate" in a new business opportunity.

Laboratory Automation/Leveraging Skills in Robotics

Biotech and Pharmaceutical companies have a pressing need for higher productivity research. The pharmaceutical industry has a drug problem - they can't find enough new ones. Traditional methods of drug discovery are becoming ineffective, cost too much and produce too little (Rod McKenzie, VP Pfizer R&D). Re-tooling is needed to enable companies to screen thousands of potential drug molecules per day. Other industries are also in need of improved ways of zeroing in on high growth products and technologies; i.e., chemical, aerospace, transportation, telecommunication and information technology sectors. Personalized medicines are expected to prevail and in order for pharmaceutical companies to be successful in the future they must have the ability to understand the genome and the proteome and pick the right targets by understanding molecular medicine. The above issues have resulted in a key requirement for "high throughput screening" - faster ways in which to conduct experimentation, gather, analyze and manage data. Biotech companies and other industry sectors conducting new product research will find it difficult to compete without improvements in productivity. Robotics are necessary tools to support future research.

Management

Kim Boyce
President & CEO, Chairman of the Board of Directors

Mr. Boyce is the founder of Reflect Scientific and serves as President, Chief Executive Officer and Chairman of the Board of Directors of the Company.

Mr. Boyce has thirty-one years of experience in manufacturing; sales, distribution and management of scientific products related companies in the chemical analysis, semiconductor fabrication 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 California's renowned Silicon Valley. In addition to his noteworthy experience in high growth companies, Mr. Boyce brings unparalleled leadership skills and profound understanding of startup entity management. Mr. Boyce attended West Valley College in Santa Clara, California and DeAnza College in San Jose, California.

John Hammerman
Senior Vice President
Business Development & Marketing

Mr. Hammerman serves as Senior Vice President, Business Development & Marketing. Prior to joining the Company, Mr. Hammerman was employed for twenty-six years by UOP, parent to the Mat/Sen Division. His most recent position was as General Manager, UOP Specialty Products that included responsibility for the UOP Mat/Sen Analytical and Semiconductor Division. During his tenure he also held the positions of Director- Petrochemical Products; Manager- International Market development and Manager-Commercial Development Group. Recent accomplishments include the formation and start up of a new joint venture company that provides custom separations and catalysis services to the Pharma/Biotech Industry. Mr. Hammerman brings extensive experience in strategic alliance and joint venture partnering with an emphasis on the European and Asia - Pacific theaters. Mr. Hammerman's exceptional combination of scientific skill and international corporate development acumen will drive the Company's global marketing initiative.

Mr. Hammerman received his BSc degree in Chemical Engineering (Valedictorian) from the University of Wales, United Kingdom. He is the holder of five U.S. patents.

Directors and Executive Officers

The following members of the Board of Directors will serve until the next annual meeting of stockholders or until their successors have been elected and qualified. The officers serve at the pleasure of the Board of Directors.

Name                         Position                  Held Positions Since
----                         --------                  --------------------

Kim Boyce           Sole Director and President             12/31/03

Pamela Boyce        Secretary                               12/31/03

Item 3. Bankruptcy or Receivership.

None, not applicable.

Item 4. Changes in Registrant's Certifying Accountant.

On January 13, 2004, upon approval of the Registrant's sole director, we appointed HJ Associates & Consultants LLP as the Registrant's independent auditors and dismissed Mantyla, McReynolds. The report of Mantyla, McReynolds on the financial statements as of and for the fiscal year ended December 31, 2002, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles except that Mantyla, McReynolds issued an explanatory paragraph in its fiscal 2002 and 2001 reports as to the Registrant's ability to continue as a going concern. During the years ended December 31, 2002 and 2001 and through the date of this Current Report on Form 8-K, there were no disagreements with Mantyla, McReynolds on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to Mantyla McReynolds' satisfaction, would have caused it to make reference to the subject matter in connection with its report on the Company's consolidated financial statements for such years; and there were no reportable events as defined in Item 304(a)(1)(iv)(B) of Regulation S-B.

The Registrant did not consult HJ Associates & Consultants with respect to the application of accounting principles as to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or any other matters or reportable events as set forth in Items 304(a)(1)(iv) and (v) of Regulation S-B.

The Registrant has provided a copy of this disclosure to Mantyla, McReynolds in compliance with the provisions of Item 304 (a) (3) of Regulation S-B. See Exhibit 16.1 Letter from Mantyla, McReynolds to the Securities and Exchange Commission dated January 14, 2004.

Item 5. Other Events and Regulation FD Disclosure.

See the Press Release filed with the Securities and Exchange Commission on Form 8-K Current Report on December 31, 2003.

Item 6. Resignations of Registrant's Directors.

Pursuant to the Agreement, the current directors and executive officers of Reflect were designated to serve on the Board of Directors of the Registrant and as executive officers of the Registrant until the next respective annual meetings of the stockholders and the Board of Directors and until their respective successors are elected and qualified or until their prior resignation or termination. Effective on December 31, 2003, Kim Boyce will serve as sole director and President; and Pamela Boyce will serve as Secretary. The directors and executive officers of the Registrant resigned on closing of the Agreement.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements of Businesses Acquired.

For the years ended December 31, 2002 and 2001:

REFLECT SCIENTIFIC, INC.

FINANCIAL STATEMENTS

December 31, 2002


C O N T E N T S

Independent Auditors' Report . . . . . . . . . . . . . . . . .  3

Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . .  4

Statements of Operations . . . . . . . . . . . . . . . . . . .  6

Statements of Shareholder's Equity . . . . . . . . . . . . . .  7

Statements of Cash Flows . . . . . . . . . . . . . . . . . . .  8

Notes to the Financial Statements. . . . . . . . . . . . . . .  9


INDEPENDENT AUDITORS' REPORT

To the Shareholder of
Reflect Scientific, Inc.
Mountain View, California

We have audited the accompanying balance sheet of Reflect Scientific, Inc., as of December 31, 2002, and the related statements of operations, shareholder's equity and cash flows for the years ended December 31, 2002, and 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Reflect Scientific, Inc., as of December 31, 2002, and the results of operations and cash flows for the years ended December 31, 2002, and 2001, in conformity with accounting principles generally accepted in the United States of America.

HJ Associates & Consultants, LLP
Salt Lake City, Utah
December 15, 2003


REFLECT SCIENTIFIC, INC.
                          Balance Sheet


                             ASSETS

                                                               December 31,
                                                                   2002
CURRENT ASSETS

 Cash                                                          $   115,644
 Accounts receivable (Note 2)                                      172,900
 Inventory, net (Note 4)                                           245,921
 Prepaid assets                                                      6,924
                                                               -----------
  Total Current Assets                                             541,389
                                                               -----------
FIXED ASSETS, NET (Note 3)                                          24,291
                                                               -----------
OTHER ASSETS

 Deposits                                                            5,350
 Capitalized loan costs (Note 2)                                     6,825
                                                               -----------
  Total Other Assets                                                12,175
                                                               -----------
  TOTAL ASSETS                                                 $   577,855
                                                               ===========

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

4

                    REFLECT SCIENTIFIC, INC.
                    Balance Sheet (Continued)


              LIABILITIES AND SHAREHOLDER'S EQUITY

                                                               December 31,
                                                                   2002
CURRENT LIABILITIES

 Accounts payable                                               $  123,704
 Accrued expenses                                                   11,924
 Short term lines of credit (Note 5)                               103,049
                                                                ----------
  Total Current Liabilities                                        238,677
                                                                ----------
NON-CURRENT LIABILITIES

 Long term line of credit (Note 5)                                 167,541
                                                                ----------
  Total Non-Current Liabilities                                    167,541
                                                                ----------
  Total Liabilities                                                406,218
                                                                ----------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDER'S EQUITY

 Common stock, $1.00 par value, authorized 1,000,000
  shares; 10,000 shares issued and outstanding                      10,000
 Retained earnings                                                 161,637
                                                                ----------
  Total Shareholder's Equity                                       171,637
                                                                ----------
  TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                    $  577,855
                                                                ==========

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

5

                    REFLECT SCIENTIFIC, INC.
                    Statements of Operations

                                                   For the Years Ended
                                                        December 31,
                                                   2002            2001
REVENUES                                        $1,810,528     $1,951,948

COST OF GOODS SOLD                               1,078,721      1,269,427
                                                ----------     ----------
GROSS PROFIT                                       731,807        682,521
                                                ----------     ----------
OPERATING EXPENSES

 Salaries and wages                                288,405        209,354
 Payroll taxes                                      23,801         15,214
 Rent expense                                       74,718         71,971
 General and administrative                        182,154        204,900
                                                ----------     ----------
  Total Operating Expenses                         569,078        501,439
                                                ----------     ----------
OPERATING INCOME                                   162,729        181,082
                                                ----------     ----------
OTHER EXPENSES

 Interest expense                                  (21,711)       (33,143)
                                                ----------     ----------
  Total Other Expenses                             (21,711)       (33,143)
                                                ----------     ----------
NET INCOME                                      $  141,018     $  147,939
                                                ==========     ==========

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

6

                    REFLECT SCIENTIFIC, INC.
               Statements of Shareholder's Equity


                                         Common Stock          Retained
                                      Shares       Amount       Earnings
Balance, December 31, 2000               10,000   $  10,000    $   15,025

Distributions to sole shareholder             -           -       (79,345)

Net income for the year ended
December 31, 2001                             -           -       147,939
                                      ---------   ---------    ----------
Balances, December 31, 2001              10,000      10,000        83,619

Distributions to sole shareholder             -           -       (63,000)

Net income for the year ended
  December 31, 2002                           -           -       141,018

                                     ----------   ---------    ----------
Balances, December 31, 2002              10,000   $  10,000    $  161,637
                                     ==========   =========    ==========

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

7

                    REFLECT SCIENTIFIC, INC.
                    Statements of Cash Flows

                                                    For the Years Ended
                                                        December 31,
                                                    2002            2001
CASH FLOWS FROM OPERATING ACTIVITIES

  Net income                                       $ 141,018    $  147,939
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation                                         753           628
    Amortization of capitalized loan costs             2,358           633
  Changes in operating assets and liabilities:
    (Increase) decrease in accounts receivable        48,355      (110,310)
    (Increase) decrease in prepaid expenses           (6,124)        1,126
    (Increase) decrease in net inventory             (66,014)       71,810
    Decrease in deposits                               1,884           168
    (Decrease) in accounts payable and accrued
    liabilities                                      (48,104)       (5,977)
                                                    --------    ----------
       Net Cash Provided by Operating Activities      74,126       106,017
                                                    --------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of fixed assets                            (5,283)            -
                                                    --------    ----------
       Net Cash Used by Investing Activities          (5,283)            -
                                                    --------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from short term lines of credit                25             -
  Payments on short term lines of credit              (6,883)      (58,076)
  Payments on notes payable                          (47,054)      (19,661)
  Capitalized loan costs                              (7,000)            -
  Proceeds from long term line of credit             108,664        58,877
  Distributions to shareholder                       (63,000)      (79,345)
                                                    --------    ----------
       Net Cash Used by Financing Activities         (15,248)      (98,205)
                                                    --------    ----------
NET INCREASE IN CASH                                  53,595         7,812

CASH AT BEGINNING OF YEAR                             62,049        54,237
                                                    --------    ----------
CASH AT END OF YEAR                                 $115,644    $   62,049
                                                    ========    ==========
NON-CASH INVESTING AND FINANCING ACTIVITIES:

  Cash Paid For:

  Interest                                          $ 18,502    $   33,143
  Income taxes                                      $      -    $        -

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

8

REFLECT SCIENTIFIC, INC.

Notes to the Financial Statements
December 31, 2002 and 2001

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

The financial statements presented are those of Reflect Scientific, Inc., a California Corporation ("the Company"). The Company was incorporated on June 14, 1993, under the laws of California to engage in the manufacture of vial test kits for use in scientific studies.

The Company was formed as a Subchapter S corporation. Accordingly, it is taxed as a partnership. All income and expenses are passed through to the Company's sole shareholder, who is taxed at the individual level based upon his pro rata shares of the Company's net earnings.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Accounting Method

The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.

b. Revenue Recognition

The Company recognizes revenues as required by Staff Accounting Bulletin No.
101 "Revenue Recognition in Financial Statements". Revenue is only recognized on product sales once the product has been shipped to the customers (FOB Origin), and all other obligations have been met.

c. Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management 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.

d. Accounts Receivable

The Company writes off trade receivables when deemed uncollectable. No trade receivables were deemed to be uncollectable during the years ended December 31, 2002, and 2001.

e. Inventory

Inventories are stated at the lower of cost or market value based upon the First-In First-Out (FIFO) inventory method. The Company's inventory primarily consists of parts for scientific vial kits.

9

REFLECT SCIENTIFIC, INC.
Notes to the Financial Statements
December 31, 2002 and 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

f. Capitalized Loan Costs

Capitalized loan costs are related to the origination and maintenance of a note payable that has been fully extinguished as of December 31, 2002, and a new line of credit established in 2001. These capitalized costs are being amortized on a straight line basis over the term of the related debt. Amortization expense related to these costs was $2,358 and $633 in 2002, and 2001, respectively.

g. Advertising Expense

The Company follows the policy of charging the costs of advertising to expense as incurred. The Company recognized $5,542 and -0- of advertising expense during the years ended December 31, 2002, and 2001, respectively.

h. Newly Issued Accounting Pronouncements

SFAS No. 145 -- On April 30, 2002, the FASB issued FASB Statement No. 145 (SFAS 145), "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS 145 rescinds both FASB Statement No. 4 (SFAS 4), "Reporting Gains and Losses from Extinguishment of Debt," and the amendment to SFAS 4, FASB Statement No. 64 (SFAS 64), "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." Through this rescission, SFAS 145 eliminates the requirement (in both SFAS 4 and SFAS 64) that gains and losses from the extinguishment of debt be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect. However, an entity is not prohibited from classifying such gains and losses as extraordinary items, so long as it meets the criteria in paragraph 20 of Accounting Principles Board Opinion No. 30, Reporting the Results of Operations Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions. Further, SFAS 145 amends paragraph 14(a) of FASB Statement No. 13, "Accounting for Leases", to eliminate an inconsistency between the accounting for sale-leaseback transactions and certain lease modifications that have economic effects that are similar to sale-leaseback transactions. The amendment requires that a lease modification (1) results in recognition of the gain or loss in the 9 financial statements, (2) is subject to FASB Statement No. 66, "Accounting for Sales of Real Estate," if the leased asset is real estate (including integral equipment), and (3) is subject (in its entirety) to the sale-leaseback rules of FASB Statement No. 98, "Accounting for Leases: Sale-Leaseback Transactions Involving Real Estate, Sales-Type Leases of Real Estate, Definition of the Lease Term, and Initial Direct Costs of Direct Financing Leases." Generally, FAS 145 is effective for transactions occurring after May 15, 2002. The Company does not expect that the adoption of SFAS 145 will have a material effect on its financial performance or results of operations.

10

REFLECT SCIENTIFIC, INC.
Notes to the Financial Statements
December 31, 2002 and 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

i. Newly Issued Accounting Pronouncements (continued)

SFAS No. 146 -- In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal Activities" (SFAS 146). SFAS 146 addresses significant issues regarding the recognition, measurement, and reporting of costs that are associated with exit and disposal activities, including restructuring activities that are currently accounted for under EITF No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." The scope of SFAS 146 also includes costs related to terminating a contract that is not a capital lease and termination benefits that employees who are involuntarily terminated receive under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred-compensation contract. SFAS 146 will be effective for exit or disposal activities that are initiated after December 31, 2002 and early application is encouraged. The provisions of EITF No. 94-3 shall continue to apply for an exit activity initiated under an exit plan that met the criteria of EITF No. 94-3 prior to the adoption of SFAS 146. The effect on adoption of SFAS 146 will change on a prospective basis the timing of when the restructuring charges are recorded from a commitment date approach to when the liability is incurred. The Company does not expect that the adoption of SFAS 146 will have a material effect on its financial performance or results of operations.

SFAS No. 147 -- In October 2002, the FASB issued Statement No. 147 "Acquisitions of Certain Financial Institutions an amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9" (SFAS 147). SFAS 147 removes acquisitions of financial institutions from the scope of both Statement 72 and Interpretation 9 and requires that those transactions be accounted for in accordance with FASB Statements No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets. Thus, the requirement in paragraph 5 of Statement 72 to recognize (and subsequently amortize) any excess of the fair value of liabilities assumed over the fair value of tangible and identifiable intangible assets acquired as an unidentifiable intangible asset no longer applies to acquisitions within the scope of this Statement. In addition, this Statement amends FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, to include in its scope long-term customer-relationship intangible assets of financial institutions such as depositor- and borrower-relationship intangible assets and credit cardholder intangible assets. Consequently, those intangible assets are subject to the same undiscounted cash flow recoverability test and impairment loss recognition and measurement provisions that Statement 144 requires for other long-lived assets that are held and used. SFAS 147 is effective October 1, 2002. The Company does not expect that the adoption of SFAS 147 will have a material effect on its consolidated financial statements.

11

REFLECT SCIENTIFIC, INC.
Notes to the Financial Statements
December 31, 2002 and 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

h. Newly Issued Accounting Pronouncements (Continued)

SFAS No. 148 -- In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation -- Transition and Disclosure"(SFAS 148"). SFAS 148 amends SFAS No. 123 "Accounting for Stock-Based Compensation" ("SFAS 123"), to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS 148 is effective for fiscal years beginning after December 15, 2002. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. The Company is currently evaluating the effect that the adoption of SFAS 148 will have on its results of operations and financial condition.

SFAS No. 149 In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149 ("SFAS 149"), "Amendment of Statement 133 on Derivative Instruments and Hedging Activities", to provide clarification on the meaning of an underlying, the characteristics of a derivative that contains financing components and the meaning of an initial net investment that is smaller than would be required for other types of contracts that would be expected to have a similar response to changes in market factors. This statement will be applied prospectively and is effective for contracts entered into or modified after June 30, 2003. The statement will be applicable to existing contracts and new contracts relate to forward purchases or sales of when-issued securities or other securities that do not yet exist. The Company does not expect that the adoption of SFAS 149 will have a material effect on the Company's consolidated financial statements.

SFAS No. 150 In May 2003, the FASB issued Statement of Financial Accounting Standards No 159 ("SFAS 150"), Accounting for certain financial instruments with characteristics of both liabilities and equity. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This statement will be effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. It is to be implemented by reporting the cumulative effect of a change in an accounting principal for financial instruments created before the issuance date of the statement and existing at the beginning of the interim period of adoption. The Company does not expect that the adoption of SFAS 150 will have material effect on the Company's consolidated financial statements.

12

REFLECT SCIENTIFIC, INC.
Notes to the Financial Statements
December 31, 2002 and 2001

NOTE 3 - 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. Fixed assets and related depreciation for the period are as follows:

                                                      December 31,
                                                           2002

Machinery and equipment                                $    2,592
Furniture and fixtures                                     25,215
Computer and office equipment                              57,064
Leasehold improvements                                     23,671
Accumulated depreciation                                  (84,251)
                                                       ----------
    Total Fixed Assets                                 $   24,291
                                                       ==========

Depreciation expense for the years ended December 31, 2002, and 2001, was $753 and $628, respectively.

NOTE 4 - INVENTORIES

Inventory consisted of the following at December 31, 2002:

                                                       December 31,
                                                           2002

Raw materials                                          $  148,750
Work in process                                             6,775
Finished goods                                            102,949
Allowance                                                 (12,553)
                                                       ----------
    Total Fixed Assets                                 $  245,921
                                                       ==========

NOTE 5 - NOTES PAYABLE AND LINES OF CREDIT

Short term lines of credit consisted of the following at December 31, 2002:

Line of Credit with a maximum amount of $30,000, interest at a variable rate tied to prime (currently 12.7%), interest-only payments due monthly, guaranteed by sole shareholder $22,002

13

REFLECT SCIENTIFIC, INC.
Notes to the Financial Statements
December 31, 2002 and 2001

NOTE 5 - NOTES PAYABLE AND LINES OF CREDIT (Continued)

Line of Credit with a maximum amount of $25,000,
interest at a variable rate tied to prime (currently 11.375%),
interest-only payments due monthly, guaranteed by
sole shareholder                                                   25,000

Line of Credit with a maximum amount of $35,000,
interest at a variable rate tied to prime (currently 12.25%),
interest-only payments due monthly, guaranteed by
sole shareholder                                                   22,971

Line of Credit with a maximum amount of $40,000,
interest at 6.0%, interest-only payments due monthly,
guaranteed by sole shareholder                                     33,076
                                                                 --------
          Total Short Term Lines of Credit                       $103,049
                                                                 ========

The lines of credit detailed above were all consolidated into a single line of credit during the year ended December 31, 2003. Accordingly, all have been classified as short term liabilities.

Long term lines of credit consisted of the following at December 31, 2002:

Line of Credit with a maximum amount of $400,000, interest at a variable rate tied to prime (currently 4.25%), interest-only payments due monthly until maturity at September 9, 2011, guaranteed by sole shareholder $ 167,541

The future maturities of all of the lines of credit are presented below:

  Year Ending
December 31,                                    Amount

    2003                                     $  103,049
    2004                                              -
    2005                                              -
    2006                                              -
    2007                                              -
 Thereafter                                     167,541
                                             ----------
    Total                                       270,590

During the year ended December 31, 2002, the Company extinguished a note payable, totaling $47,054, that had been outstanding since 1998. Upon the extinguishments of the debt, the capitalized loan costs associated the note were fully amortized to interest expense.

14

REFLECT SCIENTIFIC, INC.
Notes to the Financial Statements
December 31, 2002 and 2001

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Operating Lease Obligations

The Company leases its office and warehouse space under non-cancelable lease agreements accounted for as operating leases. The Company also leases several automobiles under similar non-cancelable lease agreements, which are also accounted for as operating leases.

Minimum rental payments under the non-cancelable operating leases are as follows:

Years ending
December 31,                                             Amount

       2003                                          $  66,931
       2004                                             45,903
       2005                                             12,019
       2006                                                  -
       2007                                                  -
                                                     ---------
Total                                                $ 124,853
                                                     =========

Rent expense was $74,718 and $73,547 for the years ended December 31, 2002, and 2001, respectively.

Automobile lease expense was $12,953 and $19,293 for the years ended December 31, 2002, and 2001, respectively.

NOTE 7 - CONCENTRATIONS OF RISK

Cash in Excess of Federally Insured Amount

The Company currently maintains a cash balance at a single financial institution in excess of the federally insured maximum of $100,000.

Revenues and Accounts Receivable

The Company has three significant customers that account for $1,525,421 and $1,649,884, or 84% and 85%, of sales for the years ended December 31, 2002, and 2001, respectively. These same three customers also account for $141,984 and $189,133, or 82% and 86%, of the total accounts receivable balance at December 31, 2002, and 2001, respectively.

15

For the periods ended September 30, 2003 and December 31, 2002:

REFLECT SCIENTIFIC, INC.

FINANCIAL STATEMENTS

September 30, 2003 and December 31, 2002


                    REFLECT SCIENTIFIC, INC.
                          Balance Sheets


                              ASSETS


                                             September 30,  December 31,
                                                 2003          2002
                                             (Unaudited)
CURRENT ASSETS

 Cash                                        $   131,140    $  115,644
Accounts receivable                              266,867       172,900
 Inventory, net                                  239,933       245,921
 Prepaid expenses                                    800         6,924
                                             -----------    ----------
 Total Current Assets                            638,740       541,389
                                             -----------    ----------
FIXED ASSETS (NET)                                22,965        24,291
                                             -----------    ----------
OTHER ASSETS

 Deposits                                          5,350         5,350
 Capitalized loan costs                            6,195         6,825
                                             -----------    ----------
 Total Other Assets                               11,545        12,175
                                             -----------    ----------
  TOTAL ASSETS                               $   673,250    $  577,855
                                             ===========    ==========

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

2

                    REFLECT SCIENTIFIC, INC.
                    Balance Sheets (Continued)


               LIABILITIES AND SHAREHOLDER'S EQUITY


                                               September 30,    December 31,
                                                  2003              2002
                                                (Unaudited)
CURRENT LIABILITIES

 Accounts payable                               $   161,986     $    123,704
 Accrued expenses                                    11,285           11,924
 Short term lines of credit                               -          103,049
                                                -----------     ------------
  Total Current Liabilities                         173,271          238,677
                                                -----------     ------------
NON-CURRENT LIABILITIES

 Long term line of credit                           269,011          167,541
                                                -----------     ------------
  Total Non-Current Liabilities                     269,011          167,541
                                                -----------     ------------
  Total Liabilities                                 442,282          406,218
                                                -----------     ------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDER'S EQUITY

 Common stock, $1.00 par value, authorized
  1,000,000 shares; 10,000 shares issued and
  outstanding                                        10,000           10,000
 Retained earnings                                  220,968          161,637
                                                -----------     ------------
  Total Shareholder's Equity                        230,968          171,637
                                                -----------     ------------
  TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY    $   673,250     $    577,855
                                                ===========     ============

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

3

                      REFLECT SCIENTIFIC, INC.
                      Statements of Operations
                            (Unaudited)


                          For the Three Months Ended For the Nine Months Ended
                                 September 30,             September 30,
                           2003           2002         2003              2002
REVENUES                  $   467,424  $   457,067   $  1,425,762 $ 1,351,409

COST OF GOODS SOLD            272,510      254,829        854,396     777,057
                          -----------  -----------   ------------ -----------
GROSS PROFIT                  194,914      202,238        571,366     574,352
                          -----------  -----------   ------------ -----------
OPERATING EXPENSES

  Salaries and wages           78,233       70,137        230,007     206,653
  Payroll taxes                 6,386        5,920         19,644      15,780
  Rent expense                 19,116       18,870         56,596      55,683
  General and
  administrative expense       57,346       35,374         93,526     116,059
                          -----------  -----------   ------------ -----------
  Total Operating
   Expenses                   161,081      130,301        399,773     394,175
                          -----------  -----------   ------------ -----------
  OPERATING INCOME             33,833       71,937        171,593     180,177

                          -----------  -----------   ------------ -----------
OTHER EXPENSES

 Interest expense              (3,194)      (1,780)       (11,262)    (12,069)
                          -----------  -----------   ------------ -----------
  Total Other Expenses         (3,194)      (1,780)       (11,262)    (12,069)
                          -----------  -----------   ------------ -----------
  NET INCOME              $    30,639  $    70,157   $    160,331 $   168,108
                          ===========  ===========   ============ ===========

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

4

                      REFLECT SCIENTIFIC, INC.
                 Statements of Shareholder's Equity

                                         Common Stock          Retained
                                      Shares       Amount       Earnings
Balances, December 31, 2001         $    10,000   $  10,000    $   83,619

Distributions to sole shareholder             -           -       (63,000)

Net income for the year ended
  December 31, 2002                           -           -       141,018
                                    -----------   ---------    ----------
Balances, December 31, 2002              10,000      10,000       161,637

Distributions to sole
  shareholder (unaudited)                     -           -      (101,000)

Net income for the nine months
  ended September 30, 2003
  (unaudited)                                 -           -       160,331
                                    -----------   ---------    ----------
Balances, September 30, 2003
  (unaudited)                            10,000   $  10,000    $  220,968
                                    ===========   =========    ==========

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

5

                      REFLECT SCIENTIFIC, INC.
                      Statements of Cash Flows
                            (Unaudited)

                                                       For the
                                                  Nine Months Ended
                                                    September 30,
                                                  2003              2002
CASH FLOWS FROM OPERATING ACTIVITIES

 Net income                                      $    160,331  $    168,108
 Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation                                          1,776           423
  Amortization of capitalized loan costs                  630         2,183
 Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable          (93,967)       49,635
  (Increase) in prepaid expenses                        6,124             -
  (Increase) decrease in inventory                      5,988       (92,776)
  Decrease in deposits                                      -         1,884
  Increase (decrease) in accounts payable and
  accrued expenses                                     37,643       (60,095)
                                                 ------------  ------------
   Net Cash Provided by Operating Activities          118,525        69,362
                                                 ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES

 Purchases of fixed assets                               (450)            -
                                                 ------------  ------------
   Net Cash Used by Investing Activities                 (450)            -
                                                 ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES

 Payments on short term lines of credit              (103,049)       (5,609)
 Payments on note payable                                   -       (47,054)
 Proceeds from long term line of credit               101,470       101,664
 Capitalized loan costs                                     -        (7,000)
 Distributions to sole shareholder                   (101,000)      (63,000)
                                                 ------------  ------------
   Net Cash Used by Financing Activities             (102,579)      (20,999)
                                                 ------------  ------------
NET INCREASE IN CASH                                   15,496        48,363

CASH AT BEGINNING OF PERIOD                           115,644        62,049
                                                 ------------  ------------
CASH AT END OF PERIOD                            $    131,140  $    110,412
                                                 ============  ============
NON-CASH INVESTING AND FINANCING ACTIVITIES:

 Cash Paid For:

  Interest                                       $     11,380  $     13,876
  Income taxes                                   $          -  $          -

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

6

REFLECT SCIENTIFIC, INC.
Notes to the Financial Statements

September 30, 2003 and December 31, 2002

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to accounting principals 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 such rules and regulations. The information furnished in the interim condensed financial statements include 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 financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its December 31, 2002 financial statements. Operating results for the nine months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.

7

(b) Pro Forma Financial Information.

Pro forma financial statements are deemed to be not material.

(c) Exhibits.

2.1     Agreement and Plan of Reorganization

               Exhibit A-     Reflect Stockholders
               Exhibit B-     Cole Financial Statements
               Exhibit B-1    Cole Financial Statements
               Exhibit C-     Exceptions to Cole Financial
                              Statements
               Exhibit D-     Reflect Financial Statements
               Exhibit E-     Exceptions to Reflect Financial
                        Statements
               Exhibit F-     Investment Letter
               Exhibit G-     Cole Compliance Certificate
               Exhibit H-     Reflect Compliance Certificate

3.1 Certificate of Amendment authorizing the Board of Directors to effect a reverse or forward split and to change the name of the Registrant without further stockholder approval.

3.2 Certificate of Amendment for Name Change.

16.1 Letter of Mantyla, McReynolds

Item 8. Change in Fiscal Year.

None; not applicable.

Item 9. Regulation FD Disclosure.

See the Press Release that was distributed on December 31, 2003, and filed on Form 8-K Current Report dated December 31, 2003, and filed with the Securities and Exchange Commission on December 31, 2003.

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: 01/15/03                          /s/ Kim Boyce
       ------------------                ----------------------------
                                         Kim Boyce
                                         President and Director


AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this 31st day of December, 2003, by and between Cole, Inc., a Utah corporation ("Cole"); Reflect Scientific, Inc., a California corporation ("Reflect"); and the persons listed in Exhibit A hereof who are the record and beneficial owners of all of the outstanding common stock of Reflect (the "Reflect Stockholders").

RECITALS

WHEREAS, the respective Boards of Directors of Cole and Reflect have adopted resolutions pursuant to which Cole shall acquire and the Reflect Stockholders shall exchange 100% of the outstanding common stock of Reflect; and

WHEREAS, the sole consideration for 100% of the outstanding common stock of Reflect shall be the exchange of shares of $0.01 par value common stock of Cole, which shares shall all be "restricted securities" as defined in Rule 144 of the Securities and Exchange Commission, as outlined in Exhibit A; and

WHEREAS, it is intended that the Reflect Stockholders shall acquire in exchange such "restricted securities" of Cole in a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, as applicable;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, it is agreed:

Section 1

Exchange of Stock

1.1 Number of Shares. The Reflect Stockholders agree to transfer to Cole at the closing (the "Closing") 100% of the outstanding securities of Reflect, which are listed in Exhibit A attached hereto and incorporated herein by reference (the "Reflect Shares"), in exchange for 22,914,949 shares of the one cent ($0.01) par value "unregistered" and "restricted" common voting stock of Cole.

1.2 Delivery of Certificates by Reflect Stockholders. The transfer of the Reflect Shares by the Reflect Stockholders shall be effected by the delivery to Cole at the Closing of stock certificate or certificates representing the Reflect Shares duly endorsed in blank or accompanied by stock powers executed in blank, with all signatures witnessed or guaranteed to the satisfaction of Cole and with all necessary transfer taxes and other revenue stamps affixed and acquired at the Reflect Stockholders' expense.

1.3 Further Assurances. At the Closing and from time to time thereafter, the Reflect Stockholders shall execute such additional instruments and take such other action as Cole may request in order to exchange and transfer clear title and ownership in the Reflect Shares to Cole.

1.4 Condition Subsequent of Required "Broker's Transactions" and "Manner of Sale" Requirements by SCS, Inc., a Consultant to Reflect, Karl S. Smith, Its Principal, and All of the Current Directors and Executive Officers of Cole. SCS, Inc., a Utah corporation ("SCS"), and its President and sole stockholder, Karl S. Smith, and all of the current directors and executive officers of Cole, shall deliver at the Closing, a Letter Agreement in satisfactory form to Cole and Reflect in consideration of such Closing to the effect that any securities of Cole owned or hereafter acquired by any of them shall be subject to resale in strict compliance with "broker's transactions" and "manner of sale" requirements of Rule 144 of the Securities and Exchange Commission, with the stock certificates representing any such shares to be imprinted with an appropriate notation reflecting these resale conditions in a manner that can be reasonably monitored by the reorganized Cole.

1.5 Resignation of Present Directors and Executive Officers and Designation of New Directors and Executive Officers. On Closing, the present directors and executive officers of Cole shall resign and designate the directors and executive officers nominated by Reflect to serve in their place and stead, until the next respective annual meetings of the stockholders and Board of Directors of Cole, and until their respective successors shall be elected and qualified or until their respective prior resignations or terminations, who shall be Kim Boyce, President and sole director; and Pamela Boyce, Secretary.

1.6 Amendment of Charter. At the Closing, the Board of Directors of Cole shall have adopted all resolutions required or necessary to change the name of Cole to "Reflect Scientific, Inc." or such other or similar name as shall be designated by Reflect, in accordance with the authority granted to the Board of Directors under Article XI of the Articles of Incorporation of Cole.

1.7 Assets and Liabilities of Cole at Closing. Cole shall have no material assets and no liabilities at Closing, and all costs incurred by Cole incident to the Agreement or relating to its obligations hereunder shall have been paid or satisfied or adequate provision for payment or satisfaction thereof shall have been made.

Section 2

Closing

The Closing contemplated by Section 1.1 shall be held at the offices of Leonard W. Burningham, Esq., Suite 205 Hermes Building, 455 East 500 South, Salt Lake City, Utah 84111, unless another place or time is agreed upon in writing by the parties. The Closing may be accomplished by wire, express mail or other courier service, conference telephone communications or as otherwise agreed by the respective parties or their duly authorized representatives.

Section 3

Representations and Warranties of Cole

Cole represents and warrants to, and covenants with, the Reflect Stockholders and Reflect as follows:

3.1 Corporate Status. Cole is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah and is licensed or qualified as a foreign corporation in all states in which the nature of its business or the character or ownership of its properties makes such licensing or qualification necessary (Utah only). Cole is a publicly- held company, having previously and lawfully offered and sold a portion of its securities in accordance with all applicable federal and state securities laws, rules and regulations. Its common stock is quoted on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the "NASD") under the symbol "COLH," though there is no "established trading market" for these securities. Cole is a "reporting issuer" under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), has presently filed all reports that have been required to be filed by it and is not in violation of any applicable federal or state securities laws, rules or regulations. All reports and registration statements that have been filed by Cole with the Securities and Exchange Commission do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

3.2 Capitalization. The authorized capital stock of Cole consists of 50,000,000 shares of one cent ($0.01) par value common voting stock, of which 1,085,051 shares are issued and outstanding, all fully paid and non-assessable; and 5,000,000 shares of one cent ($0.01) par value preferred stock, of which no shares are outstanding. There are no outstanding options, warrants or calls pursuant to which any person has the right to purchase any authorized and unissued capital stock or other securities of Cole.

3.3 Financial Statements. The financial statements of Cole furnished to the Reflect Stockholders and Reflect, consisting of audited financial statements for the years ended December 31, 2002 and 2001, attached hereto as Exhibit B and incorporated herein by reference, and unaudited financial statements for the period ended September 30, 2003, attached hereto as Exhibit B-1 and incorporated herein by reference, are correct and fairly present the financial condition of Cole at such dates and for the periods involved; such statements were prepared in accordance with generally accepted accounting principles consistently applied, and no material change has occurred in the matters disclosed therein, except as indicated in Exhibit C, which is attached hereto and incorporated herein by reference. Such financial statements do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

3.4 Undisclosed Liabilities. Cole has no liabilities of any nature except to the extent reflected or reserved against in its balance sheets, whether accrued, absolute, contingent or otherwise, including, without limitation, tax liabilities and interest due or to become due, except as set forth in Exhibit C.

3.5 Interim Changes. Since the date of its balance sheets, except as set forth in Exhibit C, there have been no (1) changes in financial condition, assets, liabilities or business of Cole which, in the aggregate, have been materially adverse; (2) damages, destruction or losses of or to property of Cole, payments of any dividend or other distribution in respect of any class of stock of Cole, or any direct or indirect redemption, purchase or other acquisition of any class of any such stock; or (3) increases paid or agreed to in the compensation, retirement benefits or other commitments to employees.

3.6 Title to Property. Cole has good and marketable title to all properties and assets, real and personal, reflected in its balance sheets, and the properties and assets of Cole are subject to no mortgage, pledge, lien or encumbrance, except for liens shown therein or in Exhibit C, with respect to which no default exists.

3.7 Litigation. There is no litigation or proceeding pending, or to the knowledge of Cole, threatened, against or relating to Cole, its properties or business, except as set forth in Exhibit C. Further, no officer, director or person who may be deemed to be an "affiliate" of Cole is party to any material legal proceeding which could have an adverse effect on Cole (financial or otherwise), and none is party to any action or proceeding wherein any has an interest adverse to Cole.

3.8 Books and Records. From the date of this Agreement to the Closing, Cole will (1) give to the Reflect Stockholders and Reflect or their respective representatives full access during normal business hours to all of its offices, books, records, contracts and other corporate documents and properties so that the Reflect Stockholders and Reflect or their respective representatives may inspect and audit them; and (2) furnish such information concerning the properties and affairs of Cole as the Reflect Stockholders and Reflect or their respective representatives may reasonably request.

3.9 Tax Returns. Cole has filed all federal and state income or franchise tax returns required to be filed or has received currently effective extensions of the required filing dates.

3.10 Confidentiality. Until the Closing (and thereafter if there is no Closing), Cole and its representatives will keep confidential any information which they obtain from the Reflect Stockholders or from Reflect concerning the properties, assets and business of Reflect. If the transactions contemplated by this Agreement are not consummated by December 31, 2003, Cole will return to Reflect all written matter with respect to Reflect obtained by Cole in connection with the negotiation or consummation of this Agreement.

3.11 Investment Intent. Cole is acquiring the Reflect Shares to be transferred to it under this Agreement for investment and not with a view to the sale or distribution thereof, and Cole has no commitment or present intention to liquidate Reflect or to sell or otherwise dispose of the Reflect Shares.

3.12 Corporate Authority. Cole has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder and will deliver to the Reflect Stockholders and Reflect or their respective representatives at the Closing a certified copy of resolutions of its Board of Directors authorizing the execution of this Agreement by its officers and performance thereunder, and representing that the directors adopting and delivering such resolutions are the duly elected and incumbent directors of Cole.

3.13 Due Authorization. Execution of this Agreement and performance by Cole hereunder have been duly authorized by all requisite corporate action on the part of Cole, and this Agreement constitutes a valid and binding obligation of Cole and performance hereunder will not violate any provision of the Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of Cole.

3.14 Environmental Matters. Cole has no knowledge of any assertion by any governmental agency or other regulatory authority of any environmental lien, action or proceeding, or of any cause for any such lien, action or proceeding related to the business operations of Cole. In addition, to the best knowledge of Cole, there are no substances or conditions which may support a claim or cause of action against Cole or any of its current or former officers, directors, agents or employees, whether by a governmental agency or body, private party or individual, under any Hazardous Materials Regulations. "Hazardous Materials" means any oil or petrochemical products, PCB's, asbestos, urea formaldehyde, flammable explosives, radioactive materials, solid or hazardous wastes, chemicals, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," or "toxic substances" under any applicable federal or state laws or regulations. "Hazardous Materials Regulations" means any regulations governing the use, generation, handling, storage, treatment, disposal or release of hazardous materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act and the Federal Water Pollution Control Act.

3.15 Access to Information Regarding Reflect. Cole acknowledges that it has been delivered copies of what has been represented to be documentation containing all material information respecting Reflect and its present and contemplated business operations, potential acquisitions, management and other factors; that it has had a reasonable opportunity to review such documentation and discuss it, to the extent desired, with its legal counsel, directors and executive officers; that it has had, to the extent desired, the opportunity to ask questions of and receive responses from the director and executive officer of Reflect, and with the legal and accounting firms of Reflect, with respect to such documentation; and that to the extent requested, all questions raised have been answered to its complete satisfaction.

Section 4

Representations, Warranties and Covenants of Reflect and the Reflect Stockholders

Reflect and the Reflect Stockholders represent and warrant to, and covenant with, Cole as follows, provided, however, that the Reflect Stockholders owning less than 10% of the outstanding voting securities of Reflect shall only make the representations and warranties made in Sections 4.1, 4.12 and 4.16:

4.1 Reflect Shares. The Reflect Stockholders are respectively the record and beneficial owners of all of the Reflect Shares listed in Exhibit A, free and clear of adverse claims of third parties; and Exhibit A correctly sets forth the name, address and the number of Reflect Shares owned by each of the Reflect Stockholders.

4.2 Corporate Status. Reflect is a corporation duly organized, validly existing and in good standing under the laws of the State of California and is licensed or qualified as a foreign corporation in all states in which the nature of its business or the character or ownership of its properties makes such licensing or qualification necessary.

4.3 Capitalization. The authorized capital stock of Reflect consists of 20,000,000 shares of no par value common voting stock, of which 10,000 shares are issued and outstanding, all fully paid and non-assessable; and 750,000 shares of no par value 2002 Series A Convertible Preferred Stock, of which no shares are issued and outstanding. There are no outstanding options, warrants or calls pursuant to which any person has the right to purchase any authorized and unissued capital stock or other securities of Reflect.

4.4 Financial Statements. The financial statements of Reflect furnished to Cole, consisting of audited financial statements for the years ended December 31, 2002 and 2001, attached hereto as Exhibit D, and incorporated herein by reference, are correct and fairly present the financial condition of Reflect as of these dates and for the periods involved; such statements were prepared in accordance with generally accepted accounting principles consistently applied, and no material change has occurred in the matters disclosed therein, except as indicated in Exhibit E, which is attached hereto and incorporated herein by reference. These financial statements do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

4.5 Undisclosed Liabilities. Reflect has no material liabilities of any nature except to the extent reflected or reserved against in its balance sheets, whether accrued, absolute, contingent or otherwise, including, without limitation, tax liabilities and interest due or to become due, except as set forth in Exhibit E.

4.6 Interim Changes. Since the date of its balance sheets, except as set forth in Exhibit E, there have been no (1) changes in the financial condition, assets, liabilities or business of Reflect, which in the aggregate, have been materially adverse; (2) damages, destruction or loss of or to the property of Reflect, payment of any dividend or other distribution in respect of the capital stock of Reflect, or any direct or indirect redemption, purchase or other acquisition of any such stock; or (3) increases paid or agreed to in the compensation, retirement benefits or other commitments to their employees.

4.7 Title to Property. Reflect has good and marketable title to all properties and assets, real and personal, proprietary or otherwise, reflected in its balance sheets, and the properties and assets of Reflect are subject to no mortgage, pledge, lien or encumbrance, except for liens shown therein or in Exhibit E, with respect to which no default exists.

4.8 Litigation. There is no litigation or proceeding pending, or to the knowledge of Reflect, threatened, against or relating to Reflect or its properties or business, except as set forth in Exhibit E. Further, no officer, director or person who may be deemed to be an "affiliate" of Reflect is party to any material legal proceeding which could have an adverse effect on Reflect (financial or otherwise), and none is party to any action or proceeding wherein any has an interest adverse to Reflect.

4.9 Books and Records. From the date of this Agreement to the Closing, the Reflect Stockholders will cause Reflect to (1) give to Cole and its representatives full access during normal business hours to all of its offices, books, records, contracts and other corporate documents and properties so that Cole may inspect and audit them; and (2) furnish such information concerning the properties and affairs of Reflect as Cole may reasonably request.

4.10 Tax Returns. Reflect has filed all federal and state income or franchise tax returns required to be filed or has received currently effective extensions of the required filing dates.

4.11 Confidentiality. Until the Closing (and continuously if there is no Closing), Reflect, the Reflect Stockholders and their representatives will keep confidential any information which they obtain from Cole concerning its properties, assets and business. If the transactions contemplated by this Agreement are not consummated by December 31, 2003, Reflect and the Reflect Stockholders will return to Cole all written matter with respect to Cole obtained by them in connection with the negotiation or consummation of this Agreement.

4.12 Investment Intent. The Reflect Stockholders are respectively acquiring the shares to be exchanged and delivered to them under this Agreement for "investment and not with a view to the sale or distribution thereof," and the Reflect Stockholders respectively have no commitment or present intention to liquidate Cole or to sell or otherwise dispose of the Cole shares of common stock. The Reflect Stockholders shall execute and deliver to Cole on the Closing an Investment Letter attached hereto as Exhibit F and incorporated herein by reference, acknowledging the "unregistered" and "restricted" nature of the shares of common stock of Cole being received under this Agreement in exchange for the Reflect Shares, and receipt of certain material information regarding Cole, including all reports and other documentation filed by it with the Securities and Exchange Commission during the past 12 months.

4.13 Corporate Authority. Reflect has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder and will deliver to Cole or its representative at the Closing a certified copy of resolutions of its Board of Directors authorizing the execution of this Agreement by its officers and performance thereunder and representing that the directors adopting and delivering such resolutions are the duly elected and incumbent directors of Cole.

4.14 Due Authorization. Execution of this Agreement and performance by Reflect hereunder have been duly authorized by all requisite corporate action on the part of Reflect, and this Agreement constitutes a valid and binding obligation of Reflect and performance hereunder will not violate any provision of the Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of Reflect, other than required notices.

4.15 Environmental Matters. Reflect and the Reflect Stockholders have no knowledge of any assertion by any governmental agency or other regulatory authority of any environmental lien, action or proceeding, or of any cause for any such lien, action or proceeding related to the business operations of Reflect or its predecessors. In addition, to the best knowledge of Reflect, there are no substances or conditions which may support a claim or cause of action against Reflect or any of its current or former officers, directors, agents, employees or predecessors, whether by a governmental agency or body, private party or individual, under any Hazardous Materials Regulations. "Hazardous Materials" means any oil or petrochemical products, PCB's, asbestos, urea formaldehyde, flammable explosives, radioactive materials, solid or hazardous wastes, chemicals, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," or "toxic substances" under any applicable federal or state laws or regulations. "Hazardous Materials Regulations" means any regulations governing the use, generation, handling, storage, treatment, disposal or release of hazardous materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act and the Federal Water Pollution Control Act.

4.16 Access to Information Regarding Cole. Reflect and the Reflect Stockholders acknowledge that they have had access to all material information that is contained in the Edgar Archives of the Securities and Exchange Commission respecting Cole and its present and contemplated business operations, potential acquisitions, management and other factors; that they have had a reasonable opportunity to review such documentation and discuss it, to the extent desired, with their legal counsel, director and executive officer; that they have had, to the extent desired, the opportunity to ask questions of and receive responses from the directors and executive officers of Cole, and with the legal and accounting firms of Cole, with respect to such documentation; and that to the extent requested, all questions raised have been answered to their complete satisfaction.

Section 5

Conditions Precedent to Obligations of Reflect, the Reflect Stockholders

All obligations of Reflect and the Reflect Stockholders under this Agreement are subject, at their option, to the fulfillment, before or at the Closing, of each of the following conditions:

5.1 Representations and Warranties True at Closing. The representations and warranties of Cole contained in this Agreement shall be deemed to have been made again at and as of the Closing and shall then be true in all material respects and shall survive the Closing.

5.2 Due Performance. Cole shall have performed and complied with all of the terms and conditions required by this Agreement to be performed or complied with by them before the Closing.

5.3 Officers' Certificate. Reflect and the Reflect Stockholders shall have been furnished with a certificate signed by the President of Cole, in such capacity and personally, attached hereto as Exhibit G and incorporated herein by reference, dated as of the Closing, certifying (1) that all representations and warranties of Cole contained herein are true and correct; and (2) that since the date of the financial statements (Exhibit B and B-1 hereto), there has been no material adverse change in the financial condition, business or properties of Cole, taken as a whole.

5.4 Assets and Liabilities of Cole. Cole shall have no material assets and no liabilities at Closing, and all costs, expenses and fees incident to the Agreement shall have been paid or adequate provision for payment thereof shall have been made.

5.5 Resignation of Directors and Executive Officer and Designation of New Directors and Executive Officers. The present directors and executive officers of Cole shall resign, in seriatim, and shall have designated the nominees of Reflect as directors and executive officers of the reorganized Cole to serve in their place and stead, until the next respective annual meetings of the stockholders and Board of Directors of Cole, and until their respective successors shall be elected and qualified or until their respective prior resignations or terminations, who shall be: Kim Boyce, President and a director; and Pamela Boyce, Secretary.

5.6 Name Change of Cole. The requirements of Section 1.6 hereof shall have been fully satisfied at Closing.

5.7 Satisfaction of Condition Subsequent of Required "Broker's Transactions" and "Manner of Sale" Requirements by SCS, Inc., a Consultant to Reflect, Karl S. Smith, Its Principal, and All of the Current Directors and Executive Officers of Cole. SCS, Karl S. Smith and all of the current directors and executive officers of Cole shall have executed and delivered to Cole the Letter Agreement referenced in Section 1.4 hereof in satisfactory form to Cole and Reflect.

Section 6

Conditions Precedent to Obligations of Cole

All obligations of Cole under this Agreement are subject, at their option, to the fulfillment, before or at the Closing, of each of the following conditions:

6.1 Representations and Warranties True at Closing. The representations and warranties of Reflect and the Reflect Stockholders contained in this Agreement shall be deemed to have been made again at and as of the Closing and shall then be true in all material respects and shall survive the Closing.

6.2 Due Performance. Reflect and the Reflect Stockholders shall have performed and complied with all of the terms and conditions required by this Agreement to be performed or complied with by them before the Closing.

6.3 Officers' and Stockholders' Certificate. Cole shall have been furnished with a certificate signed by the President of Reflect, attached hereto as Exhibit H and incorporated herein by reference, dated as of the Closing, certifying (1) that all representations and warranties of Reflect and the Reflect Stockholders contained herein are true and correct; and (2) that since the date of the financial statements (Exhibit D), there has been no material adverse change in the financial condition, business or properties of Reflect, taken as a whole.

6.4 Books and Records. The Reflect Stockholders or the Board of Directors of Reflect shall have caused Reflect to make available all books and records of Reflect, including minute books and stock transfer records; provided, however, only to the extent requested in writing by Cole at Closing.

6.5 Acceptance by Reflect Stockholders. The terms of this Agreement shall have been accepted by all of the Reflect Stockholders by the execution and delivery of a copy of the Agreement and related instruments.

6.5 Satisfaction of Condition Subsequent of Required "Broker's Transactions" and "Manner of Sale" Requirements by SCS, Inc., a Consultant to Reflect, Karl S. Smith, Its Principal, and All of the Current Directors and Executive Officers of Cole. SCS, Karl S. Smith and all of the current directors and executive officers of Cole shall have executed and delivered to Cole the Letter Agreement referenced in Section 1.4 hereof in satisfactory form to Cole and Reflect.

Section 7

Termination

Prior to Closing, this Agreement may be terminated (1) by mutual consent in writing; (2) by either the directors of Cole or Reflect and the Reflect Stockholders if there has been a material misrepresentation or material breach of any warranty or covenant by the other party; or (3) by either the directors of Cole or Reflect and the Reflect Stockholders if the Closing shall not have taken place, unless adjourned to a later date by mutual consent in writing, by the date fixed in Section 2.

Section 8

General Provisions

8.1 Further Assurances. At any time, and from time to time after the Closing, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent and purposes of this Agreement.

8.2 Waiver. Any failure on the part of any party hereto to comply with any of its obligations, agreements or conditions hereunder may be waived in writing by the party to whom such compliance is owed.

8.3 Brokers. Each party represents to the other parties that no broker or finder has acted for each or any of them in connection with this Reorganization Agreement, and agrees to indemnify and hold harmless the other parties against any fee, loss or expense arising out of claims by brokers or finders employed or alleged to have been employed by each or any of them.

8.4 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered in person or sent by prepaid first-class registered or certified mail, return receipt requested, as follows:

If to Cole:         1223 Wilshire Blvd., No. 912
                    Santa Monica, California 90403

With a copy to:     Leonard W. Burningham, Esq.
                    455 East 500 South, Suite 205
                    Salt Lake City, Utah  84111

If to Reflect:      970 Terra Bella Avenue
                    Mountain View, CA  94043

If to the Reflect
Stockholder:        To the Addresses listed in Exhibit A

8.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and cancels any other agreement, representation, or communication, whether oral or written, between the parties hereto relating to the transactions contemplated herein or the subject matter hereof.

8.6 Headings. The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

8.7 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Utah, except to the extent pre-empted by federal law, in which event (and to that extent only), federal law shall govern.

8.8 Assignment. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns; provided however, that any assignment by any party of any rights under this Agreement without the prior written consent of the other parties shall be void.

8.9 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

8.10 Default. In the event of default hereunder, the non- defaulting and prevailing party in any action to enforce the terms and provisions hereof shall be entitled to recover reasonable costs and expenses incurred in enforcing this Agreement, including attorney's fees and associated costs.

IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of Reorganization effective the day and year first above written.

COLE, INC.

Dated: 12/30/03.              By /s/ James P. Doolin, President


                              REFLECT SCIENTIFIC, INC.


Dated: 12/30/03.              By /s/ Kim Boyce, President


                              Reflect Stockholders:


Dated: 12/30/03.              /s/ Kim Boyce


Dated: 12/30/03.              /s/ Michael Dancy

                              DIVERSIFIED INVESTMENTS, LLC


Dated: 12/30/03.              By /s/ David Nelson, Manager


Dated: 12/30/03.              /s/ David Nelson


                              SCS, INC.


Dated: 12/30/03.              By /s/ Karl S. Smith


EXHIBIT A

                           Number of Shares         Number of Shares of
                               Owned of                 Cole to be
Name and Address               Reflect              Received in Exchange

Kim Boyce                       8,171                   18,723,250
970 Terra Bella Avenue
Mountain View, CA  94043

Michael Dancy                      43.6                    100,000
Suite 205
455 East 500 South Street
Salt Lake City, Utah 84111

Diversified Investments, LLC      733.8                  1,681,500
Suite 200
455 East 500 South Street
Salt Lake City, Utah 84111

David Nelson                       43.6                    100,000
Suite 200
455 East 500 South Street
Salt Lake City, Utah 84111

SCS, Inc.                       1,008                    2,310,199
Suite 200
455 East 500 South Street
Salt Lake City, Utah 84111
                                    ______             _________

Totals:                        10,000                    22,914,949


EXHIBIT B

COLE, INC.

AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2002 AND 2001

See the Registrant's 10-KSB Annual Report for the year ended December 31, 2002, filed with the Securities and Exchange Commission on March 31, 2003.


EXHIBIT B-1

COLE, INC.

UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2003

See the Registrant's 10-QSB Quarterly Report for the quarter ended September 30, 2003, filed with the Securities and Exchange Commission on October 9, 2003.


EXHIBIT C

None.


EXHIBIT D

REFLECT SCIENTIFIC, INC.

AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

See Item 7 of this Current Report.


EXHIBIT E

None.


EXHIBIT F

Cole, Inc.
1223 Wilshire Blvd., No. 912
Santa Monica, CA 90403

Re: Exchange of shares of Reflect Scientific, Inc., a California corporation ("Reflect"), for shares of Cole, Inc., a Utah corporation ("Cole" or the "Company")

Dear Ladies and Gentlemen:

Pursuant to that certain Agreement and Plan of Reorganization (the "Agreement") between the undersigned, Reflect, the stockholders of Reflect and Cole, I acknowledge that I have approved this exchange; that I am aware of all of the terms and conditions of the Agreement; that I have received and personally reviewed a copy of the Agreement and any and all material documents regarding the Company, including, but not limited to its reports filed with the Securities and Exchange Commission during the past 12 months. I represent and warrant that no director or officer of the Company or any associate of either has solicited this exchange; that I am an "accredited investor" as that term is known under the General Rules and Regulations of the Securities and Exchange Commission; and/or, I represent and warrant that I have sufficient knowledge and experience to understand the nature of the exchange and am fully capable of bearing the economic risk of the loss of my entire cost basis.

I further understand that immediately prior to the completion of the Plan, Cole had little, if any assets, of any measurable value, and that in actuality, the completion of the Agreement and the exchange of my shares of Reflect for shares of Cole results in a decrease in the actual percentage of ownership that my shares of Reflect represented in Reflect prior to the completion of the Plan.

I understand that you have and will make books and records of your Company available to me for my inspection in connection with the contemplated exchange of my shares, options or warrants, and that I have been encouraged to review the information and ask any questions I may have concerning the information of any director or officer of the Company or of the legal and accounting firms for the Company. I understand that the accountant for the Company is Mantyla, McReynolds, 5872 South 900 East, #250, Salt Lake City, Utah 84121, Telephone: (801) 269-1818; and that legal counsel for Cole is Leonard W. Burningham, Esq., 455 East 500 South, #205, Salt Lake City, Utah, Telephone: (801) 363-7411.

I also understand that I must bear the economic risk of ownership of any of the Cole shares, options or warrants for a long period of time, the minimum of which will be one (1) year, as these shares are "unregistered" shares and may not be sold unless any subsequent offer or sale is registered with the United States Securities and Exchange Commission or otherwise exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"), or other applicable laws, rules and regulations.

I intend that you rely on all of my representations made herein and those in the personal questionnaire (if applicable) I provided to Reflect for use by Cole as they are made to induce you to issue me the shares of Cole under the Plan, and I further represent (of my personal knowledge or by virtue of my reliance on one or more personal representatives), and agree as follows, to-wit:

1. That the shares being acquired are being received for investment purposes and not with a view toward further distribution;

2. That I have a full and complete understanding of the phrase "for investment purposes and not with a view toward further distribution";

3. That I understand the meaning of "unregistered" shares and know that they are not freely tradeable;

4. That any stock certificate issued by you to me in connection with the shares being acquired shall be imprinted with a legend restricting the sale, assignment, hypothecation or other disposition unless it can be made in accordance with applicable laws, rules and regulations;

5. I agree that the stock transfer records of your Company shall reflect that I have requested the Company not to effect any transfer of any stock certificate representing any of the shares being acquired unless I shall first have obtained an opinion of legal counsel to the effect that the shares may be sold in accordance with applicable laws, rules and regulations, and I understand that any opinion must be from legal counsel satisfactory to the Company and, regardless of any opinion, I understand that the exemption covered by any opinion must in fact be applicable to the shares;

6. That I shall not sell, offer to sell, transfer, assign, hypothecate or make any other disposition of any interest in the shares, options or warrants being acquired except as may be pursuant to any applicable laws, rules and regulations;

7. I fully understand that my shares which are being exchanged for shares of the Company are "risk capital," and I am fully capable of bearing the economic risks attendant to this investment, without qualification; and

8. I also understand that without approval of counsel for Cole, all shares of Cole to be issued and delivered to me in exchange for my shares of Reflect shall be represented by one certificate only and which such certificate shall be imprinted with the following legend or a reasonable facsimile thereof on the front and reverse sides thereof:

The shares, options or warrants of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred unless compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions has been established, or unless sold pursuant to Rule 144 under the Act.

Any request for more than one stock certificate must be accompanied by a letter signed by the requesting stockholder setting forth all relevant facts relating to the request. Cole will attempt to accommodate any stockholders' request where Cole views the request is made for valid business or personal reasons so long as in the sole discretion of Cole, the granting of the request will not facilitate a "public" distribution of unregistered shares of Cole.

You are requested and instructed to issue a stock certificate as follows:

Kim Boyce

Dated this 30th day of December, 2003.

Very truly yours,

/s/ Kim Boyce
Reflect Stockholder

Kim Boyce
Print Name

1125 Doyle Place Print Street Address

Mtn. View, CA 94040 Print City, State and Zip Code


You are requested and instructed to issue a stock certificate as follows:

M.E. Dancy Consulting Serv. Inc.

Dated this 30th day of December, 2003.

Very truly yours,

/s/ Michael Dancy
Reflect Stockholder

Michael Dancy
Print Name

455 East 500 South, #205 Print Street Address

Salt Lake City, Utah 84111 Print City, State and Zip Code


You are requested and instructed to issue a stock certificate as follows:

Diversified Instruments, LLC

Dated this 30th day of December, 2003.

Very truly yours,

/s/ Diversified Instruments, LLC
David E. Nelson, Manager
Reflect Stockholder

Diversified Instruments, LLC David E. Nelson, Manager Print Name

455 East 500 South, #201 Print Street Address

Salt Lake City, Utah 84111 Print City, State and Zip Code


You are requested and instructed to issue a stock certificate as follows:

David E. Nelson

Dated this 30th day of December, 2003.

Very truly yours,

/s/ David E. Nelson
Reflect Stockholder

David E. Nelson
Print Name

455 East 500 South, #201 Print Street Address

Salt Lake City, Utah 84111 Print City, State and Zip Code


You are requested and instructed to issue a stock certificate as follows:

SCS, INC.

Dated this 30th day of December, 2003.

Very truly yours,

/s/ SCS, Inc.
Karl S. Smith
Reflect Stockholder

SCS, Inc.
Karl S. Smith Print Name

455 East 500 South, #201 Print Street Address

Salt Lake City, Utah 84111 Print City, State and Zip Code


EXHIBIT G

CERTIFICATE OF OFFICER PURSUANT TO

AGREEMENT AND PLAN OF REORGANIZATION

The undersigned, the President of Cole, Inc., a Utah corporation ("Cole"), represents and warrants the following as required by the Agreement and Plan of Reorganization (the "Agreement") between Cole and Reflect Scientific, Inc., a California corporation ("Reflect"), and the stockholders of Reflect (the "Reflect Stockholders"), to-wit:

1. That he is the President of Cole and has been authorized and empowered by its Board of Directors to execute and deliver this Certificate to Reflect and the Reflect Stockholders;

2. Based upon his personal knowledge, information, belief and opinions of counsel for Cole regarding the Agreement:

(i) All representations and warranties of Cole contained within the Agreement are true and correct;

(ii) Cole has complied with all terms and provisions required of it pursuant to the Agreement; and

(iii) There have been no material adverse changes in the financial position of Cole as set forth in its financial statements for the years ended December 31, 2002 and 2001, and the period ended September 30, 2003, except as set forth in Exhibit C to the Agreement.

COLE, INC.

By /s/ James P. Doolin, President


EXHIBIT H

CERTIFICATE OF OFFICER PURSUANT TO

AGREEMENT AND PLAN OF REORGANIZATION

The undersigned, the President of Reflect Scientific, Inc., a California corporation ("Reflect"), represents and warrants the following as required by the Agreement and Plan of Reorganization (the "Agreement") between Reflect, its stockholders (the "Reflect Stockholders") and Cole, Inc., a Utah corporation ("Cole"), to-wit:

1. That he is the President of Reflect and has been authorized and empowered by its Board of Directors to execute and deliver this Certificate to Cole;

2. Based on his personal knowledge, information, belief:

(i) All representations and warranties of Reflect contained within the Agreement are true and correct;

(ii) Reflect has complied with all terms and provisions required of it pursuant to the Agreement; and

(iii) There have been no material adverse changes in the financial position of Reflect as set forth in its financial statements for the years ended December 31, 2002 and 2001, except as set forth in Exhibit E to the Agreement.

REFLECT SCIENTIFIC, INC.

By /s/ Kim Boyce


ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

COLE, INC.

Pursuant to the provisions of Section 16-10a-1006 of the Utah Revised Business Corporation Act (the "Act"), the undersigned corporation hereby adopts the following Articles of Amendment to its Articles of Incorporation.

FIRST: The name of the corporation is Cole, Inc.

SECOND: The following amendments to the Articles of Incorporation of the corporation were duly adopted by the written consent of the holders of a majority of the corporation's issued and outstanding shares in accordance with Section 16-10a-704 of the Act on August 11, 2003, following approval thereof by the Board of Directors in the manner prescribed by the Act, to-wit:

Article IV- Stock

The aggregate number of shares which this corporation shall have authority to issue is 55,000,000 shares, divided into two classes, 50,000,000 shares of common stock of a par value of one cent ($0.01) per share and 5,000,000 shares of preferred stock of a par value of one cent ($0.01) per share, with the preferred stock having such rights and preferences as the Board of Directors shall determine. Fully paid stock of this corporation shall not be liable to any further call or assessment.

Article XI -
Board of Director Authorization to Change Corporate Name

The Board of Directors shall have the right to change the name of the corporation without shareholder approval to a name that reflects the industry or business in which the corporation's business operations are conducted or to a name that will promote or conform to any principal product, technology or other asset of the corporation that the Board of Directors, in its sole discretion, deems appropriate.

THIRD: This amendment does not provide for any exchange, reclassification or cancellation of issued shares.

FOURTH: The effective date of this amendment shall be the date of the filing of these Articles of Amendment.

FIFTH: This amendment was not adopted by the incorporators or the Board of Directors without stockholder action.

SIXTH: (a) The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:

CLASS                    NUMBER OF SHARES

Common                   1,085,051

     (b)  The number of shares voted for such amendments

was 594,750, with none opposing and none abstaining.

IN WITNESS WHEREOF, the undersigned President and Secretary, having been thereunto duly authorized, have executed the foregoing Articles of Amendment for the corporation under the penalty of perjury this 4th day of September, 2003.

COLE, INC.

                                   By /s/ James P. Doolin, President
Attest:

/s/ Luke Bradley, Secretary


ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

COLE, INC.

Pursuant to the provisions of Section 16-10a-1006 of the Utah Revised Business Corporation Act (the "Act"), the undersigned corporation hereby adopts the following Articles of Amendment to its Articles of Incorporation.

FIRST: The name of the corporation is Cole, Inc.

SECOND: The following amendment to the Articles of Incorporation of the corporation was duly adopted through a resolution by consent of the Board of Directors in accordance with Section 16-10a-821 of the Act on December 30, 2003, and Article XI of this corporation's Articles of Incorporation, as amended, following approval thereof by the Board of Directors in the manner prescribed by the Act and the Articles of Incorporation, to-wit:

Article I - Name

The name of the corporation is Reflect Scientific, Inc.

THIRD: This amendment does not provide for any exchange, reclassification or cancellation of issued shares.

FOURTH: The effective date of this amendment shall be the date of the filing of these Articles of Amendment.

FIFTH: This amendment was adopted pursuant to Article XI of this corporation's Articles of Incorporation, as amended, which allows the Board of Directors to change the name of the corporation without further stockholder approval.

IN WITNESS WHEREOF, the undersigned President and Secretary, having been thereunto duly authorized, have executed the foregoing Articles of Amendment for the corporation under the penalty of perjury this 8th day of January, 2004.

COLE, INC.

                                   By /s/ Kim Boyce, President
Attest:

/s/ Pamela Boyce, Secretary


[Letterhead of Mantyla, McReynolds LLC]

January 14, 2004

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.

Dear Sir/Madam:

We have read the statements included under Item 4 in the Form 8-K dated December 31, 2003, of Cole, Inc., to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein insofar as they relate to our audit for the year ended December 31, 2002. We are not in a position to agree or disagree with the statements in Item 4 regarding the appointment of HJ Associates & Consultants, or the approval of such engagement by the Board of Directors.

Very truly yours,

/s/ Mantyla McReynolds