UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Cole, Inc.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE.
(Title of Class of Securities)
193274 10 7
(CUSIP Number)
Kim Boyce
970 Terra Bella Avenue
Mountain View, CA 94043
(650) 960-0300
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 193274 10 7
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kim Boyce
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO (Stock Exchange)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
18,723,250
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH
18,723,250
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,723,250
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78%
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14. TYPE OF REPORTING PERSON
IN
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* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person.
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of Cole, Inc., a Utah corporation (the "Company"). The
Company's principal executive offices are now located at 970 Terra Bella
Avenue, Mountain View, California 94043.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule is being filed by Kim Boyce ("Mr. Boyce").
(b) The business address of Mr. Boyce is 970 Terra Bella Avenue, Mountain
View, California 94043.
(c) Mr. Boyce is the President and a director of the Company.
(d) During the last five years, Mr. Boyce has not been convicted in any
criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During the last five years, Mr. Boyce was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
which, as a result of such proceeding, made him subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect thereto.
(f) Mr. Boyce is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Stock exchange pursuant to a reorganization for which an 8-K Current
Report dated December 31, 2003, will be filed by the Company.
ITEM 4. PURPOSE OF TRANSACTION.
Reorganization between the Company and Reflect Scientific, Inc., a
California corporation ("Reflect"), whereby the Company agreed to acquire 100%
of the issued and outstanding securities of Reflect. Mr. Boyce was the
President and a director of Reflect and is now the President and a director of
the reorganized Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to the Company, there were 24,000,000 shares of Common Stock
outstanding as of December 31, 2003. Mr. Boyce is the beneficial
owner of 18,723,250 shares of Common Stock, which represents
approximately 78% of the outstanding shares of the Company's Common
Stock.
(b) Mr. Boyce has the sole power to direct the vote of the 18,723,250
shares of Common Stock beneficially owned by him and the sole power to
direct the disposition of such shares.
(c) Except as set forth in this Schedule 13D, there have been no sales or
purchases with respect to the Company's shares effected during the past
sixty days by Mr. Boyce.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as described above and elsewhere in this Schedule 13D, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among Mr. Boyce and any other person with respect to any securities of
the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None; not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: 01/13/04
/s/ Kim Boyce
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Kim Boyce