Omnitek Engineering Corp 10-Q for FY2023 Q3
Omnitek Engineering Corp (OMTK)
About this 10-Q
Omnitek Engineering Corp filed this 10-Q on November 20, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $235.38K
- down 4.1% from $245.34K a year earlier
- Net loss
- $34.72K
- compared with a net loss of $58.65K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: |
Commission File Number
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices, Zip Code)
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(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
N/A |
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As of November 20, 2023, the Registrant had
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OMNITEK ENGINEERING CORP.
Condensed Balance Sheets
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| September 30, |
| December 31, |
| 2023 (Unaudited) |
| 2022 | |
ASSETS |
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CURRENT ASSETS |
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Cash |
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Accounts receivable, net |
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Accounts receivable – related parties |
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Inventories, net |
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Deposits |
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Prepaid Expense |
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Total Current Assets |
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LONG-TERM ASSETS |
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Property & Equipment, net |
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Operating lease – right-of-use asset |
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Long-term deposit |
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Total Long-Term Assets |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable and accrued expenses |
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Accrued management compensation |
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Accounts payable - related parties |
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Notes payable - related parties |
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Convertible notes payable – related party |
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Customer deposits |
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Operating lease liabilities - current |
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Total Current Liabilities |
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LONG-TERM LIABILITIES |
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Loans payable – SBA, net of current portion |
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Operating lease liabilities – long-term |
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Total Long-term Liabilities |
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Total Liabilities |
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STOCKHOLDERS' DEFICIT |
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Common stock, |
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Additional paid-in capital |
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Accumulated deficit |
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Total Stockholders' Deficit |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
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The accompanying notes are an integral part of these condensed unaudited financial statements. | ||||
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OMNITEK ENGINEERING CORP. | ||||||||||||||
Condensed Statements of Operations (unaudited) | ||||||||||||||
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| September 30, 2023 |
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REVENUES |
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Other Income |
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COST OF GOODS SOLD |
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GROSS MARGIN |
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OPERATING EXPENSES |
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| General and administrative |
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| Research and development |
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| Depreciation and amortization |
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| Total Operating Expenses |
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LOSS FROM OPERATIONS |
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OTHER EXPENSE |
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| Interest expense |
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| Total Other Income (Expense) |
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LOSS BEFORE INCOME TAXES |
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INCOME TAX EXPENSE |
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NET LOSS |
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BASIC AND DILUTED LOSS PER SHARE |
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WEIGHTED AVERAGE NUMBER |
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OF COMMON SHARES OUTSTANDING |
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-BASIC AND DILUTED |
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The accompanying notes are an integral part of these condensed unaudited financial statements. | ||||||||||||||
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Page 5
OMNITEK ENGINEERING CORP. | ||||||||
Condensed Statements of Cash Flows (unaudited) | ||||||||
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| For the Nine |
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| Months Ended |
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September 30, 2023 |
| September 30, 2022 | ||||||
OPERATING ACTIVITIES |
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| Net loss | $ | ( |
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| Adjustments to reconcile net loss to net cash used in operating activities: |
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| Amortization and depreciation expense |
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| Stock option expense |
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| Amortization of ROU asset |
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| Write-off of contract asset |
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| Written off provision of obsolete inventory |
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| Change in inventory reserve |
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| Changes in operating assets and liabilities: |
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| Accounts receivable |
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| Accounts receivable–related parties |
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| Deposits |
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| Inventory |
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| Prepaid Expense |
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| Accounts payable and accrued expenses |
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| Customer deposits |
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| Contract liabilities |
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| Operating lease liability |
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| Accrued management compensation |
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| Net Cash Used in Operating Activities |
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INVESTING ACTIVITIES |
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FINANCING ACTIVITIES |
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| Net Cash (Used in) Provided by Financing Activities |
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| NET CHANGE IN CASH |
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| CASH AT END OF PERIOD | $ |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOWS |
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| CASH PAID FOR: |
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| Interest | $ |
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The accompanying notes are an integral part of these condensed unaudited financial statements.
Page 6
OMNITEK ENGINEERING CORP.
Condensed Statements of Stockholders’ Deficit (unaudited)
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| Additional |
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| Common Stock |
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Shares |
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Balance, December 31, 2022 |
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Value of options and warrants |
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Net loss for the three months ended March 31, 2023 |
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Balance, March 31, 2023 |
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Value of options and warrants | |
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Net loss for three months ended June 30, 2023 | |
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Balance, June 30, 2023 |
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Value of options and warrants | |
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Net loss for three months ended September 30, 2023 | |
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Balance, September 30, 2023 |
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| Additional |
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Shares |
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Balance, December 31, 2021 |
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Value of options and warrants |
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Net loss for the three months ended March 31, 2022 |
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Balance, March 31, 2022 |
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Value of options and warrants |
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Net loss for the three months ended June 30, 2022 |
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Balance, June 30, 2022 |
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Value of options and warrants |
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Net loss for the three months ended September 30, 2022 |
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Balance, September 30, 2022 |
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The accompanying notes are an integral part of these condensed unaudited financial statements. | ||||||||||||||||
Page 7
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2023
(unaudited)
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2023 and for all periods presented herein, have been made.
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. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2022 audited financial statements. The results of operations for the periods ended September 30, 2023 and September 30, 2022 are not necessarily indicative of the operating results for the full years.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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.
Revenue Recognition
In general, revenue is recognized when control of the promised goods is transferred to our customers, in an amount that reflects the consideration to which we expect to be entitled in exchange for the goods or services. In order to achieve that core principle, a five-step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue allocated to each performance obligation when we satisfy the performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account for revenue recognition.
We recognize revenue on various products and services as follows:
Products - The Company recognizes revenue from the sale of products as performance obligations are satisfied. This type of revenue is primarily generated from the sale of finished product to customers. Those sales predominantly contain a single delivery element and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Upon fulfilment of the performance obligation, the customer is provided an invoice demonstrating transfer of control to the customer. Control passes FOB shipping point.
Assurance-type warranties are the only warranties provided by the Company and, as such, Omnitek does not recognize revenue on warranty-related work. Omnitek generally provides a one-year warranty for products that it sells. Warranty claims historically have been insignificant.
Revenue from goods and services transferred to customers at a point in time accounted for 100% and 100% of revenue for the periods ended September 30, 2023 and September 30, 2022, respectively.
Contracts – Revenues are recognized as performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The majority of Omnitek’s contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. Revenue for Omnitek’s long-term contracts is recognized as the work progresses. The majority of the revenue is derived from long-term engine.
Page 8
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2023
(unaudited)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
development agreements that typically span between 12 to 24 months. Revenue from long-term contracts accounted for 0% and 0% of revenue for the periods ended September 30, 2023 and September 30, 2022, respectively.
Disaggregation of Revenue
The following table presents Omnitek’s revenues disaggregated by region and product type for the three months ended September 30, 2023 and September 30, 2022:
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| For the three months ended September 30, 2022 | ||||
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| Consumer | Long-term |
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| Consumer | Long-term |
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Segments |
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| Products | Contract | Total |
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| Products | Contract | Total |
Domestic |
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International |
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Filters |
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Components |
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The following table presents Omnitek’s revenues disaggregated by region and product type for the nine months ended September 30, 2023 and September 30, 2022:
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| For the nine months ended September 30, 2023 |
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| For the nine months ended September 30, 2022 | ||||
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| Consumer | Long-term |
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| Consumer | Long-term |
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Segments |
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| Products | Contract | Total |
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| Products | Contract | Total |
Domestic |
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International |
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Filters |
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Components |
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Engineering Services |
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Inventory
Inventory is stated at the lower of cost or market. The Company’s inventory consists of finished goods and raw material and is located in Vista, California, consisting of the following:
September 30, 2023 |
| December 31, 2022 | |||
Location: Vista, CA |
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Raw materials | $ |
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Finished goods |
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Allowance for obsolete inventory |
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Total | $ |
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Page 9
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2023
(unaudited)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Company has established an allowance for obsolete inventory. Expense for obsolete inventory was $
Property and Equipment
Property and equipment at September 30, 2023 and December 31, 2022 consisted of the following:
| September 30, |
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2023 |
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Production equipment | $ | |
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Leasehold Improvements |
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Less: accumulated depreciation |
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Total | $ | |
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Depreciation expense for the periods ended September 30, 2023 and September 30, 2022 was $
Basic and Diluted Loss per Share
The computation of basic earnings per share of common stock is based on the weighted average number of shares outstanding during the periods presented. The computation of fully diluted earnings per share includes common stock equivalents outstanding at the balance sheet date. The Company had
Income Taxes
The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, Income Taxes ("Topic 740"), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.
Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of September 30, 2023 and December 31, 2022 the Company had no accrued interest or penalties related to uncertain tax positions. The Company files an income tax return in the U.S. federal jurisdiction and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state, and local, or non-U.S. income tax examinations by tax authorities for years before 2012.
Page 10
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2023
(unaudited)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Liquidity and Going Concern
Historically, the Company has incurred net losses and negative cash flows from operations. As of September 30, 2023, the Company had an accumulated deficit of $(
Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.
NOTE 3 – CUSTOMER DEPOSITS
The customers deposit account relates to payments received from customers before product has been shipped. When the product is shipped the Company recognizes the associated revenue by reclassifying the customer deposit to the appropriate revenue account. By contrast, the Contract Liabilities account relates to long-term contracts where revenue is recognized over the term of the contract. For the periods ended September 30, 2023 and December 31, 2022, the balance due under customer deposits was $
NOTE 4 –OPERATING LEASE
The Company’s leases consist of an operating lease for general office space and warehouse facilities. The Company recognizes rent expense for this lease on a straight-line basis over the lease term. Because the lease does not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the lease Commencement Date in determining the present value of future lease payments.
On June 3, 2021, the Company entered into a lease for the premises located at 1345 Specialty Drive #E, Vista, CA, containing approximately 11,751 square feet of rentable area. The lease commenced on July 1, 2021 and expires on June 30, 2026. The monthly base rent under the lease is $
During the quarter ended September 30, 2023, cash paid for amounts included in the measurement of operating lease liabilities was $
Page 11
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2023
(unaudited)
NOTE 4 –OPERATING LEASE (CONTINUED)
Future minimum payments for monthly base rent due under the initial lease term are currently estimated to be as follows:
Years ending December 31, |
|
2023 (remaining) | $ |
2024 | |
2025 | |
2026 | |
Total lease payments | $ |
Less: Imputed interest | ( |
Total lease liability | |
Less: current lease liability | ( |
Long-term lease liability | $ |
Weighted average discount rate: |
|
Operating leases | |
NOTE 5 - RELATED PARTY TRANSACTIONS
Accounts Payable – Related Parties
The Company regularly incurs expenses that are paid to related parties and purchases goods and services from related parties. As of September 30, 2023 and December 31, 2022, the Company owed board members and a board member’s company for such services in the amounts of $
Accounts Receivable – Related Parties
As of September 30, 2023, and December 31, 2022, the Company was owed $
Accrued Management Compensation
For the periods ended September 30, 2023 and December 31, 2022, the Company’s president was due amounts for services performed for the Company.
As of September 30, 2023, and December 31, 2022, the accrued amounts consisted of the following:
| September 30, |
| December 31, | ||||
2023 |
| 2022 | |||||
Amounts due to the president |
| $ |
|
| $ | ||
Total |
| $ |
|
| $ | ||
NOTE 6 – NOTES PAYABLE - RELATED PARTY
Convertible Notes – Related Parties
On June 4, 2021, the Company issued an unsecured convertible promissory note for $
Page 12
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2023
(unaudited)
NOTE 6 – NOTES PAYABLE - RELATED PARTY (CONTINUED)
On June 4, 2021, the Company issued a convertible promissory note for $20,000 to a board member. The note has an annual interest rate of 8% and is unsecured. The principal amount of the note and all accrued interest is due and payable on or before December 4, 2021. On December 14, 2021, the maturity date of convertible promissory note was extended for an additional period of 3 months until March 4, 2022. Subsequently the maturity date was extended for additional periods to June 4, 2022, September 4, 2022, December 4, 2022, June 4, 2023 and December 4, 2023. The note has a conversion feature, wherein, at the maturity date the lender may convert the remaining principal balance and any unpaid accrued interest into shares of the Company’s common stock. The number of shares of common stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the remaining unpaid principal balance and any unpaid accrued interest of this note by (ii) 90% of the average closing price of the common stock of the Company, for the five (5) trading days (between days 15 and 10 days) before the maturity date. Due to this provision, the Company considered whether the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging.” As the note isn’t convertible until maturity, no derivative liability was recognized as of September 30, 2023.
As of September 30, 2023, and December 31, 2022, Convertible Notes – Related Party consisted of the following:
| September 30, 2023 |
| December 31, 2022 | ||||
Convertible Notes payable, related parties |
| $ | |
|
| $ | |
Less current portion |
|
| ( |
|
|
| ( |
Total |
| $ | |
|
|
| |
Notes Payable – Related Party
On January 19, 2017, the Company issued a promissory note for $
On March 23, 2023, the Company issued a Working Capital Promissory Note, in favor of its CEO, evidencing the additional loans to the Company by the CEO, with an Initial Principal Balance of $20,000, and to evidence any future additional loans by the CEO to the Company thereafter. Pursuant to the terms of the note, the unpaid principal and accrued simple interest at the rate of 8.0% per annum (“Applicable Rate”) shall be due and payable on or before March 22, 2024, (the “Maturity Date”). The principal amount of the note shall be increased by the amount of any additional advances of funds made by the CEO to the Company, from time to time, with interest thereon at the applicable Rate, from the date of such advance.
As of September 30, 2023, and December 31, 2022 Note Payable – Related Party consisted of the following:
| September 30, 2023 |
| December 31, 2022 | ||||
Note payable, related party, current portion |
| $ |
|
| $ | ||
Total |
| $ |
|
| $ | ||
Page 13
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2023
(unaudited)
NOTE 7 – DEBT
Loans payable – SBA Economic Injury Disaster Loan
On April 21, 2020, the Company obtained a loan (the “SBA EIDL Loan”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) adminitstered by the U.S. Small Business Administration. The Company received total proceeds of $
As of September 30, 2023 and December 31, 2022 Debt consisted of the following:
| September 30, |
| December 31, | ||
2023 |
| 2022 | |||
Loan payable – SBA EIDL | $ |
| $ | ||
Less current portion |
|
|
| ||
Total | $ |
| $ | ||
NOTE 8 - STOCKHOLDERS’ DEFICIT
Options and Warrants
During the nine months ended September 30, 2023 and 2022, the Company granted
On September 11, 2015, the Board of Directors adopted the Omnitek Engineering Corp. 2015, Long Term Incentive Plan (the “2015 Plan”), under which
The Company recognizes compensation expense for stock-based awards expected to vest on a straight-line basis over the requisite service period of the award based on their grant date fair value. The Company estimates the fair value of stock options using a Black-Scholes option pricing model which requires management to make estimates for certain assumptions regarding risk-free interest rate, expected life of options, expected volatility of stock and expected dividend yield of stock. When determining expected volatility, the Company considers the historical performance of the Company’s stock, as well as implied volatility. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant, based on the options’ expected term. The expected term of the options is based on the Company’s evaluation of option holders’ exercise patterns and represents the period of time that options are expected to remain unexercised. The Company uses historical data to estimate the timing and amount of forfeitures.
Page 14
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2023
(unaudited)
NOTE 8 - STOCKHOLDERS’ DEFICIT (CONTINUED)
The following table presents the assumptions used to estimate the fair values of the stock options granted:
September 30, 2023 |
| September 30, 2022 | |
Expected volatility |
| ||
Expected dividends |
| ||
Expected term |
| ||
Risk-free interest rate |
|
The Company has no warrants outstanding, A summary of the status of the options granted at September 30, 2023, and December 31, 2022, and changes during the periods then ended is presented below:
| September 30, 2023 |
| December 31, 2022 | ||||||
|
|
|
| Weighted-Average |
|
|
|
| Weighted-Average |
| Shares |
|
| Exercise Price |
| Shares |
|
| Exercise Price |
Outstanding at beginning of year |
| $ |
|
| $ | ||||
Granted |
|
|
|
|
| ||||
Exercised |
|
|
|
|
| ||||
Expired or cancelled |
|
|
| ( |
|
| |||
Outstanding at end of period |
|
|
|
|
| ||||
Exercisable |
| $ |
|
| $ | ||||
A summary of the status of the options outstanding at September 30, 2023 is presented below:
Range of Exercise Prices |
| Number Outstanding |
| Weighted-Average Remaining Contractual Life |
| Number Exercisable |
| Weighted-Average Exercise Price |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
NOTE 9 – CONTINGENT LIABILITY
On September 16, 2022 the Company received a Summons and was named as a cross-defendant in the matter of Olson-Ecologic Engine Testing Laboratories, LLC -v- Michael Naylor, Omnitek Engineering Corp., and Moto Concerto, Inc., filed in the Superior Court of the State of California, County of Orange, Central Justice Center, Case No. 30-2020-01171344. Olson-Ecologic Engine Testing Laboratories, LLC filed the cross-complaint in response to the original complaint filed by Michael Naylor against Olson-Ecologic Engine Testing Laboratories. Omnitek served as a subcontractor to Olson-Ecologic who received a grant in May 2017 from the California Energy Commission. In October 2017, very early in the project and before completion of the project, which was to run into 2020, Olson-Ecologic advised Omnitek that the California Energy Commission had terminated the project. In the cross-complaint Olson-Ecologic alleges that Omnitek participated with Mr. Naylor in overcharging Olson-Ecologic, however, Olson-Ecologic does not provide a specific statement of facts or actions of what Omnitek allegedly did. Olson-Ecologic’s cross-complaint and allegations against Omnitek are without merit and Omnitek will vigorously defend the cross-complaint.
We are not a party to any other pending legal proceeding. No federal, state or local governmental agency is presently contemplating any proceeding against the Company. No director, executive officer or affiliate of the Company or owner of record or beneficially of more than five percent of the Company's common stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.
Page 15
OMNITEK ENGINEERING CORP.
Notes to Condensed Financial Statements
September 30, 2023
(unaudited)
NOTE 10 - SUBSEQUENT EVENTS
The Company has evaluated all subsequent events through the date these financial statements were issued.
Page 16
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with the condensed financial statements and related notes to the condensed financial statements included elsewhere in this periodic report. Some of the statements under “Management’s Discussion and Analysis,” “Description of Business” and elsewhere herein may include forward-looking statements which reflect our current views with respect to future events and financial performance. These statements include forward-looking statements both with respect to us specifically and the alternative fuels engines industry in general. Statements which include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise. The safe harbor provisions of the federal securities laws do not apply to any forward-looking statements contained in this registration statement.
All forward-looking statements address such matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise.
If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statements you read herein reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our written and oral forward-looking statements attributable to us or individuals acting on our behalf and such statements are expressly qualified in their entirety by this paragraph.
Results of Operations
For the three months ended September 30, 2023 and September 30, 2022
Revenues were $235,379 for the three months ended September 30, 2023 compared with $245,341 for the three months ended September 30, 2022, a decrease of $9,962. The decrease in revenues for the period is the result of shipment timing.
Cost of sales was $133,043 for the three months ended September 30, 2023 compared with $150,761 for the three months ended September 30, 2022, a decrease of $17,718. Our gross margin percentage was 43% for the three months ended September 30, 2023 compared with 39% in the same period the prior year. The change in gross margin between the periods relates primarily to product mix.
Operating expenses for the three months ended September 30, 2023 were $149,700 compared with $147,669 in the same period the prior year, an increase of $2,031 or 1.37%. General and administrative expense for the three months ended September 30, 2023 was $131,199 compared with $128,577 for the three months ended September 30, 2022. Major components of general and administrative expenses for the three months ended September 30, 2023 were professional fees of $16,677, rent expense of $10,869, and salaries and wages of $56,851. This compares with professional fees of $15,846, rent expense of $10,959 and salaries and wages of $57,666 for the three months ended September 30, 2022. For the three months ended September 30, 2023 research and development expense was $18,065 compared with $18,532 for the three months ended September 30, 2022.
Our net loss for the three months ended September 30, 2023 was $34,717, or ($0.00) per share, compared with a net loss of $58,648, or ($0.00) per share, for the three months ended September 30, 2022.
Results for the three months ended September 30, 2023 reflect the impact of non-cash expenses, including the value of options and warrants granted in the amount of $2,619 and depreciation and amortization of $436. For the three-month period the prior-year, non-cash expenses included options and warrants granted in the amount of $2,619 and depreciation and amortization of $560.
Page 17
For the nine months ended September 30, 2023 and September 30, 2022
Our revenues were $712,303 for the nine months ended September 30, 2023, compared with $728,630 for the nine months ended September 30, 2022, a decrease of $16,327 or 2%. The decrease in revenues for the period is the result of shipment timing.
Our cost of sales was $413,718 for the nine months ended September 30, 2023, compared with $456,672 for the nine months ended September 30, 2022, a decrease of $42,954. Our gross margin was 42% for the nine months ended September 30, 2023 compared with 37% for the nine months ended September 30, 2022. The change in gross margin between the periods relates primarily to product mix.
Our operating expenses for the nine months ended September 30, 2023 were $470,358 compared with $449,830 the prior year, an increase of $20,528 or 4.56%. General and administrative expense for the nine months ended September 30, 2023 was $417,848 compared with $397,599 for the nine months ended September 30, 2022. Major components of general and administrative expenses for the nine months ended September 30, 2023 were professional fees of $79,647, rent expense of $32,787 and salaries and wages of $170,054. This compares with professional fees of $55,399, rent expense of 32,877, and salaries and wages of $171,717 for the nine months ended September 30, 2022. Research and development expense was $51,201 for the nine months ended September 30, 2023, compared with $50,167 for the nine months ended September 30, 2022.
Our net loss for the nine months ended September 30, 2023 was $171,474 or ($0.01) per share, compared with a net loss of $194,538, or ($0.01) per share, for the nine months ended September 30, 2022.
Results for the nine months ended September 30, 2023 reflect the impact of non-cash expenses, including the value of options and warrants granted in the amount of $13,157 and depreciation and amortization of $1,309. For the nine-month period the prior-year, non-cash expenses included the value of options and warrants granted of $15,722 and depreciation and amortization of $2,064.
Liquidity and Capital Resources
Overview
Our primary sources of liquidity are cash provided by financing activities and available working capital. Additionally, from time to time we may raise funds from the equity capital markets to fund our research and development programs, expansion of our business and general operations.
At September 30, 2023, our current liabilities totaled $1,568,226 and our current assets totaled $515,1846 resulting in negative working capital of $1,053,040.
We have no firm commitments or obligations for capital expenditures. However, substantial discretionary expenditures may be required to enable us to conduct existing and planned product research, design, development, manufacturing, marketing and distribution of our products. We may need to raise additional capital to facilitate growth and support our long-term product development, manufacturing, and marketing programs. The Company has no established bank-financing arrangements. Therefore, it is possible that we need to seek additional financing through subsequent future public or private sales of our securities, including equity securities. We may also seek funding for the development, manufacturing, and marketing of our products through strategic partnerships and other arrangements with corporate partners. There can be no assurance, however, that such collaborative arrangements or additional funds will be available when needed, or on terms acceptable to us, if at all. If adequate funds are not available, we may be required to curtail one or more of our research and development programs.
We have historically incurred significant losses, which have resulted in a total accumulated deficit of $21,816,414 at September 30, 2023, of which $5,604,135 is a direct result of derivative expense and change in fair value of derivative liability and is unrelated to our operations or cash flow.
Page 18
Operating Activities
We realized a negative cash flow from operations of $64,332 for the nine months ended September 30, 2023, compared with a negative cash flow of $41,572 during the nine months ended September 30, 2022.
Included in the operating loss of $153,091 for the nine months ended September 30, 2023 are non-cash expenses, which are not a drain on our capital resources. During the period, these non-cash expenses include the value of options and warrants granted in the amount of $13,157 and depreciation and amortization of $1,309. Additionally, the operating loss included general and administrative expenses of $417,848 and research and development expenses of $51,201.
Financing Activities
We realized a positive cash flow from financing activities of $15,113 for the nine months ended September 30, 2023, compared with negative cash flow of $8,236 for the nine months ended September 30, 2022. The positive cash flow for the nine months ended September 30, 2023 was due to proceeds from related party note payables. The negative cash flow for the nine months ended September 30, 2022 was due to payments on related party note payable.
Investing Activities
We realized $0 cash flow from investing activities for the nine months ended September 30, 2023 compared with negative cash flow from investing activities of $1,445 for the nine months ended September 30, 2022. The negative cash flow for the period ended September 30, 2022 related to purchases of fixed assets.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies and Estimates
Accounting Method and Use of Estimates
The Company's financial statements are prepared using the accrual method of accounting. The preparation of financial statements in conformity with generally accepted accounting principles 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. Areas where significant estimates are required include the following:
Accounts Receivable
Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts.
Inventory
Inventory is stated at the lower of cost or market. The Company’s inventory consists of finished goods and raw materials. The Company identifies items in its inventory that have not been sold in a timely manner. Accordingly, the Company has established an allowance for the cost of such obsolete inventory.
Page 19
Long-lived assets
The Company assesses the recoverability of its long-lived assets annually and whenever circumstances would indicate that there may be an impairment. The Company compares the estimated undiscounted future cash flows to the carrying value of the long-lived assets to determine if an impairment has occurred. In the event that an impairment has occurred, the Company recognizes the impairment immediately.
Revenue Recognition
In general, revenue is recognized when control of the promised goods is transferred to our customers, in an amount that reflects the consideration to which we expect to be entitled in exchange for the goods or services. In order to achieve that core principle, a five-step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue allocated to each performance obligation when we satisfy the performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account for revenue recognition.
We recognize revenue on various products and services as follows:
Products
The Company recognizes revenue from the sale of products as performance obligations are satisfied. This type of revenue is primarily generated from the sale of finished products to customers. Those sales predominantly contain a single delivery element and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Upon fulfilment of the performance obligation, the customer is provided an invoice demonstrating transfer of control to the customer. Control passes FOB shipping point.
Revenue from goods and services transferred to customers at a point in time accounted for 100% and 100% of revenue for the periods ended September 30, 2023 and September 30, 2022, respectively.
Assurance-type warranties are the only warranties provided by the Company and, as such, Omnitek does not recognize revenue on warranty-related work. Omnitek generally provides a one-year warranty for products that it sells. Warranty claims historically have been insignificant.
Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Page 20
Our management conducted an evaluation under the supervision and with the participation of our Principal Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer has concluded that our disclosure controls and procedures were not effective as of September 30, 2023. The material weakness, which relates to internal control over financial reporting, which was identified is: due to our small size, we do not have a proper segregation of duties in certain areas of our financial reporting process. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.
Changes in Internal Controls
There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
On September 16, 2022 the Company received a Summons and was named as a cross-defendant in the matter of Olson-Ecologic Engine Testing Laboratories, LLC -v- Michael Naylor, Omnitek Engineering Corp., and Moto Concerto, Inc., filed in the Superior Court of the State of California, County of Orange, Central Justice Center, Case No. 30-2020-01171344. Olson-Ecologic Engine Testing Laboratories, LLC filed the cross-complaint in response to the original complaint filed by Michael Naylor against Olson-Ecologic Engine Testing Laboratories. Omnitek served as a subcontractor to Olson-Ecologic who received a grant in May 2017 from the California Energy Commission. In October 2017, very early in the project and before completion of the project, which was to run into 2020, Olson-Ecologic advised Omnitek that the California Energy Commission had terminated the project. In the cross-complaint Olson-Ecologic alleges that Omnitek participated with Mr. Naylor in overcharging Olson-Ecologic, however, Olson-Ecologic does not provide a specific statement of facts or actions of what Omnitek allegedly did. Olson-Ecologic’s cross-complaint and allegations against Omnitek are without merit and Omnitek will vigorously defend the cross-complaint.
We are not a party to any other pending legal proceeding. No federal, state or local governmental agency is presently contemplating any proceeding against the Company. No director, executive officer or affiliate of the Company or owner of record or beneficially of more than five percent of the Company's common stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2.UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
Page 21
ITEM 5. OTHER INFORMATION
None
Subsequent Events
None
ITEM 6. EXHIBITS
(a)Documents filed as part of this Report.
1. Financial Statements. The condensed unaudited Balance Sheet of Omnitek Engineering Corp. as of September 30, 2023 and the audited balance sheet as of December 31, 2022, the condensed unaudited Statements of Operations for the three month periods ended September 30, 2023 and 2022, the condensed unaudited Statements of Cash Flows for the nine month periods ended September 30, 2023 and 2022, and the condensed unaudited Statements of Stockholders’ Equity (Deficit) as of September 30, 2023 and 2022, together with the notes thereto, are included in this Quarterly Report on Form 10-Q.
3. Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.
Exhibit |
|
|
Number |
| Description of Exhibit |
|
|
|
3.1 |
| |
3.2 |
| |
31.1 |
| CEO certification pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 (3) |
31.2 |
| CFO certification pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 (3) |
32.1 |
| CEO and CFO certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3) |
101 |
| The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 formatted in Extensible Business Reporting Language ("XBRL"): (i) the balance sheets (unaudited); (ii) the statements of operations (unaudited); (iii) the statements of cash flows (unaudited); and, (iv) related notes. |
(1)Previously filed on Form on Form 10 on April 27, 2010
(2)Previously filed on Form 8-K on August 2, 2012
(3)Filed herewith
Page 22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Omnitek Engineering Corp. |
| |
|
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|
|
Dated: November 20, 2023 |
| /s/ Werner Funk |
|
|
| By: Werner Funk |
|
|
| Its: Chief Executive Officer Principal Executive Officer |
|
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Dated: November 20, 2023 |
| /s/ Werner Funk |
|
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| By: Werner Funk Its: Chief Executive Officer Principal Executive Officer |
|
Page 23
Exhibit 31(i)
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14
I, Werner Funk, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Omnitek Engineering Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have, for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
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Dated: November 20, 2023 | ___________________________ |
| By: Werner Funk |
| Its: President and Secretary |
Exhibit 31(ii)
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14
I, Werner Funk, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Omnitek Engineering Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have, for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and,
(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and,
5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and,
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
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Dated: November 20, 2023 | ___________________________ |
| By: Werner Funk |
| Its: Chief Financial Officer |
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Omnitek Engineering Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Werner Funk, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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Dated: November 20, 2023 | ___________________________ |
| By: Werner Funk |
| Its: Chief Executive Officer, |
| President and Secretary |
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Dated: November 20, 2023 | ___________________________ |
| By: Werner Funk |
| Its: Chief Financial Officer |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.